-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NCUs/YwQUH9aY1B9xXCllvPyxer9b/LtcppuX74c2IGsvyw9tPI010G13l1meAB7 B5XmzOkKnqdwojT2PCvYIQ== 0000950109-97-007345.txt : 19971209 0000950109-97-007345.hdr.sgml : 19971209 ACCESSION NUMBER: 0000950109-97-007345 CONFORMED SUBMISSION TYPE: S-6 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971205 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I CENTRAL INDEX KEY: 0000836249 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-6 SEC ACT: SEC FILE NUMBER: 333-41657 FILM NUMBER: 97733512 BUSINESS ADDRESS: STREET 1: 1295 STATE ST STREET 2: C/O MASSACHUSETTS MUTUAL LIFE INSURANCE CITY: SPRINGFIELD STATE: MA ZIP: 01111 BUSINESS PHONE: 8609872889 MAIL ADDRESS: STREET 1: 1295 STATE STREET CITY: SPRINGFIELD STATE: MA ZIP: 01111 S-6 1 FORM S-6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 as filed with the Commission on December 5, 1997 Registration No. _________ Form S-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 A. Exact name of Trust: Massachusetts Mutual Variable Life Separate Account I B. Name of Depositor: Massachusetts Mutual Life Insurance Company C. Complete address of 1295 State Street Depositor's principal Springfield, MA 01111 executive offices: APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as possible after the effective date of this Registration Statement. Pursuant to Rule 24-f-2 of the Investment Company Act of 1940, the Registrant hereby declares that an indefinite amount of its securities is being registered under the Securities Act of 1933. Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said section, may determine. - ------------------------------ STATEMENT PURSUANT TO RULE 24F-2 The Registrant registers an indefinite number or amount of its variable life insurance contracts under the Securities Act of 1933 pursuant to Rule 24F-2 under the Investment Company Act of 1940. The Rule 24F-2 notice for Registrant's fiscal year ending December 31, 1996 was filed on February 28, 1997. 1 CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2
Item No. of Form N-8B-2 Caption - ----------- ------- 1 Cover Page; Definition of Terms; The Separate Account 2 Cover Page; MassMutual and the Separate Account 3 Cover Page; MassMutual and the Separate Account 4 Sales and Other Agreements 5 MassMutual and the Separate Account 6 MassMutual and the Separate Account 7 Not Applicable 8 Appendix F. Financial Statement 9 Legal Proceedings 10 Cover Page; Introduction; Detailed Information about the Policy; Transfers; Surrender Charges; Withdrawals; Death Benefit; Voting Rights; Free Look Provision 11 MassMutual and the Separate Account 12 MassMutual and the Separate Account; Sales and Other Agreements 13 MassMutual and the Separate Account; Charges and Deductions 14 Introduction; MassMutual and the Separate Account; Detailed Information About the Policy; The Investment Advisors and Portfolio Managers; MassMutual and the Separate Account; Surrender Charges; Other Charges; Sales and Other Agreements 15 Introduction; Detailed Information About the Policy; Exhibit 11 16 Introduction; MassMutual and the Separate Account 17 Introduction; Account Value and Net Surrender Value; Withdrawal Fee; Exhibit 11 18 MassMutual and the Separate Account 19 Records and Reports
2 CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2
Item No. of Form N-8B-2 Caption - ----------- ------- 20 Not Applicable 21 Introduction; Policy Loan Privilege 22 Assignment 23 Bonding Arrangement 24 Detailed Information About the Policy; MassMutual and the Separate Account 25 MassMutual and the Separate Account 26 MassMutual; The Investment Advisers 27 Detailed Information About the Policy; MassMutual and the Separate Account 28 Appendix C; Directors and Executive Officers of MassMutual 29 MassMutual and the Separate Account 30 Not Applicable 31 Not Applicable 32 Not Applicable 33 Not Applicable 34 Not Applicable 35 Detailed Information about the Policy; Sales and Other Agreements 36 Not Applicable 37 Not Applicable 38 Sales and Other Agreements 39 Sales and Other Agreements 40 Sales and Other Agreements
3 CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2
Item No. of Form N-8B-2 Caption - ----------- ------- 41 Sales and Other Agreements 42 Not Applicable 43 Sales and Other Agreements 44 Detailed Information About the Policy; MassMutual and the Separate Account; Charges for Federal Taxes; 45 Not Applicable 46 Account Values; MassMutual and the Separate Account 47 MassMutual and the Separate Account 48 MassMutual and the Separate Account 49 Detailed Information About the Policy 50 MassMutual and the Separate Account 51 Cover Page; Detailed Information About the Policy; Additional Information 52 MassMutual and the Separate Account; Reservation of Rights 53 Federal Income Tax Considerations 54 Not Applicable 55 Not Applicable 56 Not Applicable 57 Not Applicable 58 Not Applicable 59 Appendix F (to be filed)
4 SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICIES* ISSUED BY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY This Prospectus describes a survivorship flexible premium adjustable variable life insurance policy (the "Policy") offered by Massachusetts Mutual Life Insurance Company ("MassMutual"). The Policy, for as long as it remains in force, provides lifetime insurance protection on the two Insureds named in the Policy, and pays a Death Benefit at the death of the last surviving Insured (the "second death"). The minimum Initial Face Amount which may be purchased is $500,000 currently. The Policy is designed to provide flexibility of premium payments and Death Benefits by permitting the Owner, subject to certain restrictions, to vary the frequency and amount of Premium Payments and to increase or decrease the Death Benefit payable under the Policy. This flexibility allows an Owner to provide for changing insurance needs under a single insurance policy. A Policy also may be surrendered for its Net Surrender Value. The Owner may allocate Net Premiums and Account Value among the divisions (the "Divisions") of the designated segment of MassMutual Variable Life Separate Account I (the "Separate Account") and a Guaranteed Principal Account (the "GPA"). The assets of each Division will be used to purchase, at net asset value, shares of a designated investment fund. Currently, the available funds include the following funds of MML Series Investment Fund (the "MML Trust") and Oppenheimer Variable Account Funds (the "Oppenheimer Trust"): MML Trust: Oppenheimer Trust: ---------- ------------------ MML Equity Fund Oppenheimer Capital Appreciation Fund MML Money Market Fund Oppenheimer Global Securities Fund MML Managed Bond Fund Oppenheimer Growth Fund MML Blend Fund Oppenheimer Strategic Bond Fund MML Equity Index Fund The Owner bears the investment risk of any Account Value allocated to the Separate Account. The Death Benefit may, and the Net Surrender Value will, vary depending on the investment performance of the Divisions. While there is no guaranteed minimum Net Surrender Value for funds invested in the Separate Account, a Policy's Death Benefit will never be less than the Face Amount less any Policy Debt and any unpaid premiums. Furthermore, the Policy will not terminate if there are sufficient funds available to pay the Monthly Charges or if the Safety Test has been met during a Guarantee Period. All Policies are serviced through MassMutual's Administrative Office, located at 1295 State Street, Springfield, Massachusetts 01111-0001. The telephone number is (413) 788-8411. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE PROSPECTUSES FOR MML TRUST INVESTMENT FUND* AND OPPENHEIMER VARIABLE ACCOUNT FUNDS. THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE. THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION. WE DO NOT CLAIM THE POLICY IS IN ANY WAY SIMILAR TO OR COMPARABLE WITH A MUTUAL FUND'S SYSTEMATIC INVESTMENT PLAN. REPLACING EXISTING INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS MAY NOT BE TO YOUR ADVANTAGE. SUBJECT TO COMPLETION DECEMBER 5, 1997 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE. This Prospectus does not constitute an offer or solicitation to acquire any interest or participation in the survivorship flexible premium adjustable variable life insurance policies offered by this Prospectus in any jurisdiction to anyone to whom it is unlawful to make such an offer or solicitation in such jurisdiction. *Title may vary in some jurisdictions Table of Contents I. INTRODUCTION 3 II. DETAILED DESCRIPTION OF THE POLICY Availability of Policy 4 Death Benefit 4 Premiums 5 Transfers 7 Policy Termination and Reinstatement 7 Charges and Deductions 7 Deductions from Premiums 8 Monthly Charges Against the Account Value 8 Daily Charges Against the Separate Account 9 Surrender Charges 9 Other Charges 9 Account Value and Net Surrender Value 9 Policy Loan Privilege 10 Free Look Provision 11 Policy Rewrite Provision 11 The Guaranteed Principal Account 11 When We Pay Proceeds 12 Federal Income Tax Considerations 13 Your Voting Rights 15 Reservation of Rights 15 Additional Benefits You Can Get by Rider 15 Payment Options 16 Beneficiary 16 Assignment 17 Limits on Our Right to Challenge the Policy 17 Error of Age or Sex 17 Suicide 17 Sales and Other Agreements 17 Commission Schedule 17 Service Agreement 18 Bonding Arrangement 18 Legal Proceedings 18 Experts 18 III. ADDITIONAL INFORMATION MassMutual 18 Records and Reports 19 The Separate Account 19 MML Trust and Oppenheimer Trust 19 The Investment Advisers 21 Appendix A Definition of Terms 23 Appendix B Examples of Death Benefit Option Changes 25 Appendix C Rates of Return 26 Appendix D Illustration of Death Benefits, Net Surrender Values, and Accumulated Premiums 30 Appendix D Rates of Return 26 Appendix E Directors of MassMutual 43 Executive Vice Presidents 43 Appendix F Financials (to be filed) 45 2 I. INTRODUCTION Note: Please refer to Appendix A, Glossary for definitions of the terms contained in this Prospectus. You should consult Your Policy for further understanding of its term and conditions and for any state-specific provisions and variances that may apply to Your Policy. The Policy is a life insurance contract providing a Death Benefit, an Account Value, surrender rights, policy loan privileges, and other features traditionally associated with life insurance. The Policy is a "survivorship" policy because it provides life insurance on two insured lives and pays a death benefit at the time of the second death. The Policy is a "flexible premium" policy because there is no fixed schedule of premium payments. Although the Owner may establish a schedule of premium payments ("Planned Premium Payments"), failure to make a Planned Premium Payment will not necessarily cause a Policy to terminate nor will making the Planned Premium payments guarantee a Policy will remain in force. The flexibility of premium payment timing and amount allows an Owner to match premium payments to income flows or other financial decisions. The Policy is "adjustable" because the Owner may choose to increase or decrease the Death Benefit and to change the Death Benefit Option under the Policy. The Policy is "variable" because the Death Benefit may, and the Net Surrender Value will, vary in relation to the investment experience of the Divisions of the Separate Account to which an Owner has allocated Net Premiums. Additionally, the GPA's crediting interest rate may be adjusted periodically, although it will not drop below 3%. The following diagram summarizes the elements of this Policy, and how the Policy works. HOW THE POLICY WORKS Premium Payment Premium Loads are deducted from each Premium Payment (graphic arrow to "Net Premium") Net Premium Net Premium and Account Value are allocated among the Divisions of the Separate Account and the GPA (graphic arrow to "Account Value") Investment Earnings Investment earnings of the Divisions of the Separate Account less fund investment management fees and separate account fees are credited/ debited daily Interest is credited on values in the Guaranteed Principal Account (graphic arrow to "Account Value") ------------------------------------------- Account Value The Account Value is allocated among the following investment choices: Guaranteed Principal Account MML Money Market Division MML Managed Bond Division Oppenheimer Strategic Bond Division MML Blend Division MML Equity Index Division MML Equity Division Oppenheimer Growth Division Oppenheimer Capital Appreciation Division Oppenheimer Global Securities Division ------------------------------------------- (graphic arrows to "Death Benefit", "Account Value Charge", "Owner Access to Account Value" and "Policy Surrender") Account Value Charges Monthly deductions for administrative, Insurance, and rider expenses are deducted each month Owner Access to Account Value You may access Account Values through loans and withdrawals Death Benefit A choice of 3 Death Benefit Options is available. The Option chosen may be changed at a later date Policy Surrender In the first 10 years of coverage a surrender charge will be deducted from the Account Value 3 II. DETAILED DESCRIPTION OF THE POLICY Availability of the Policy Individuals wishing to purchase a Policy must send a completed application to MassMutual's Administrative Office. Under our current rules, which can be changed at our sole discretion, the minimum Initial Face Amount of a Policy is $500,000. The Policy can be issued for two Insureds where the older Insured is between the ages 18 and 90 inclusive, and the younger Insured is between the ages 18 and 85 inclusive. Before issuing a Policy, MassMutual will require satisfactory evidence of insurability, which usually will include a medical examination. The Policy is available to individuals who are purchasing a Policy in connection with employee benefit plans that qualify for tax benefits under the Internal Revenue Code (the "qualified market") and to other individuals (the "nonqualified market"). Unisex Policies issued in states requiring "unisex" policies (currently only Montana) provide policy values which do not vary by the sexes of the Insureds. In addition, Policies issued in conjunction with employee benefit plans provide policy values that do not vary by sex. Thus, references in the Prospectus to sex-distinct policy values that vary by sex are not applicable to Policies issued in Montana or issued in conjunction with employee benefit plans. Illustrations showing the effect of these unisex rates on premiums, Net Surrender Values and Death Benefits are available from MassMutual on request. Death Benefit As long as the Policy remains in force, MassMutual will, upon due proof of the deaths of both Insureds, pay the Death Benefit of the Policy to the named Beneficiary. Although MassMutual normally will pay the Death Benefit within seven days of receiving satisfactory proof of the Insureds' deaths, the Company may delay payments under certain circumstances. All or part of the Death Benefit can be paid in cash or under one or more of the payment options set forth in the Policy. Minimum Death Benefit. In order to qualify as life insurance pursuant to I.R.C. Section 7702, the Policy has a Minimum Death Benefit. The Minimum Death Benefit is determined using one of two allowable Death Benefit Compliance Tests. The applicable Test is chosen at the time of application and cannot be changed after the Policy is issued. Under one of the tests, the Cash Value Test, the Minimum Death Benefit is equal to an applicable percentage of the Account Value. The applicable percentage depends on the sexes (male, female, unisex), tobacco classifications, and Attained Ages of both Insureds. Under the other test, the Guideline Premium Test, the Minimum Death Benefit also is equal to an applicable percentage of the Account Value, but the percentage varies only by the Attained Age of the younger Insured. The applicable percentages are set forth in the Policy. Death Benefit Options. The Death Benefit is the amount of the benefit provided under the Death Benefit Option in effect on the date of the second death, less any outstanding Policy Debt and less any unpaid premium. The Owner may choose one of three Death Benefit Options: Option 1 (a level amount option) or Options 2 or 3 (variable amount options). The Death Benefit Option is chosen in the application and subsequently may be changed subject to certain restrictions described in Changes in the Death Benefit Option. Options 1, 2 and 3 provide the following benefit. Option 1 - Under Option 1, the benefit provided is the greater of: (a) the Face Amount on the date of the second death; and (b) the Minimum Death Benefit on the date of the second death. Option 2 - Under Option 2, the benefit provided is the greater of: (a) the Face Amount plus the Account Value on the date of the second death; and (b) the Minimum Death Benefit on the date of the second death. Option 3 - Under Option 3, the benefit provided is the greater of : (a) the Face Amount plus the Premiums paid less any Premiums refunded (See Premium Limitations) under the Policy to the date of the second death; and (b) the Minimum Death Benefit on the date of the second death. The following examples illustrate how changes in the Account Value and the amount of premiums paid may affect the Death Benefits under Options 1, 2, and 3. Example I Under Option 1, the Death Benefit will remain at the Face Amount, in this example $1,000,000, unless the Minimum Death Benefit exceeds the Face Amount. Assume the Owner has selected Option 1 with a Face Amount of $1,000,000. The Account Value is $50,000. The Death Benefit in this case is $1,000,000. The Minimum Death Benefit is $219,000. If the Account Value increases to $80,000, the Minimum Death Benefit increases to $350,400, but the Death Benefit remains at $1,000,000. If the Account Value decreases to $30,000, the Minimum Death Benefit decreases to $131,400, and the Death Benefit still remains at $1,000,000. Example II Under Option 2, the Death Benefit will be the Face Amount plus the Account Value unless the Minimum Death Benefit exceeds the sum of the Face Amount plus the Account Value. Assume the Owner has selected Option 2 with a Face Amount of $1,000,000. The Account Value is $50,000, and the Minimum Death Benefit is $219,000. The Death Benefit in this case is $1,050,000 (Face Amount plus Account Value). If the Account Value increases to $80,000, the Minimum Death Benefit will increase to $350,400, and the Death Benefit will increase to $1,080,000. If the Account Value decreases to $30,000, the Minimum Death Benefit will decrease to $131,400, and the Death Benefit will decrease to $1,030,000. Example III Under Option 3, the Death Benefit will be the Face Amount plus the Premiums paid under the Policy, less any Premium refunds, unless the Minimum Death Benefit exceeds the sum of the Face Amount plus the Premiums paid. Assume the Owner has selected Option 3 with a Face Amount of $1,000,000. The Account Value is $50,000, the Minimum Death Benefit is $219,000 and Premiums paid under the Policy to-date total $40,000. The Death Benefit in this case is $1,040,000. If an additional $30,000 of Premium is paid into the Policy and the Account Value increases to $80,000, the Minimum Death Benefit will increase to $350,400, and the Death Benefit will increase to $1,070,000. Changes in Death Benefit Option. After the first Policy Year, the Owner may change the Death Benefit Option. Any changes of Death Benefit Option may require a written application and satisfactory evidence of insurability. The effective date of any change will be the Monthly Charge Date on or which next follows the date MassMutual approves the change. A change in the Death Benefit Option will not in and of itself result in an immediate change in the amount of a Policy's Death Benefit. The Policy Face Amount will be increased or decreased to give the same Death Benefit under the new Death Benefit Option. A change in Death Benefit Option will not be allowed if it would result in a Face Amount of less than $500,000 after the change, if the older insured is older than Attained Age 85, or if only one of the Insureds is alive. An increase or decrease in Face Amount resulting from a change in the Death Benefit Option will affect the Monthly Charges, as they depend in part on the Face Amount. The charge for certain additional benefits also may be affected. The Surrender Charge, however, will not be affected by an increase or decrease in Face Amount resulting from a change in the Death Benefit Option. For examples of Death Benefit Option changes and their impacts on the contract, see Appendix B. Changes in Face Amount. The Owner may request an increase or decrease in the Face Amount subject to certain requirements. Any request for an increase or decrease must be submitted in writing to MassMutual's Administrative Office. It will become effective on the Monthly Charge Date on or which next follows MassMutual's acceptance of the request. Increases in Face Amount. For an increase in the Face Amount, MassMutual requires a written application and satisfactory evidence of insurability. An increase may not be less than $50,000, and no increase will be permitted after the younger Insured reaches Attained Age 85, or, if earlier, the older Insured reaches Attained Age 90. Decreases in Face Amount. Decreases in coverage are allowed after the first Policy Year by written request. A decrease will not be permitted if the Face Amount would fall below $500,000. A decrease may result in the deduction of Surrender Charges from the Account Value. (For a discussion of the Surrender Charges associated with a decrease, see Surrender Charges.) Any Surrender Charges applicable to a decrease will be deducted from the Division(s) of the Separate Account and from the GPA in proportion to the non-loaned values in each. A decrease will reduce the Face Amount in the following order: (a) the Face Amount provided by the most recent increase; (b) the Face Amounts provided by the next most recent increases successively; and finally (c) the Initial Face Amount. As a result, a decrease in Face Amount will affect the Monthly Charges deducted from the Account Value. A decrease may result in the Policy becoming a "modified endowment contract". (See Policy Proceeds, Premiums and Loans.) Premiums Subject to certain limitations, the Owner has flexibility in determining the frequency and amount of premium payments. Premium Flexibility. Unlike traditional insurance policies, this Policy frees the Owner from required premium payments and a rigid premium schedule. Instead, MassMutual requires an Owner to pay only a minimum initial premium at the time of application or at any time before delivery of the Policy. After the first premium has been paid, subject to certain limitations, premiums may be paid in any amount and at any interval. 5 The minimum initial premium depends on the planned frequency of premium payments, and the Issue Ages, sexes, and rating classes of the Insureds, as well as the initial Death Benefit Option and Initial Face Amount of the Policy. Planned Annual Premium. When applying for a Policy, the Owner will select a planned annual premium and payment frequency (annual, semiannual, quarterly, or monthly check service). The planned premium at the payment frequency chosen is shown on the schedule page of the Policy. MassMutual will send premium notices for the planned premium according to the amount and frequency selected. The Owner may change the amount and frequency of planned premiums at any time by sending written notice to MassMutual's Administrative Office. An Owner may elect to pay premiums by means of a pre-authorized check procedure. Under this procedure, premium payments are deducted automatically on a monthly basis from a designated bank account. An Owner does not receive a "bill" for these payments, and confirmation of these payments is provided in the Policy's quarterly statement. There is no penalty if the planned premium is not paid, nor does payment of this amount guarantee coverage for any period of time. Instead, the duration of the Policy depends on maintaining a sufficient Account Value, or meeting the Safety Test ( See Policy Termination section.). Even if planned premiums are paid, if the Safety Test is not met, the Policy terminates when the Account Value becomes insufficient to pay the Monthly Charges and the grace period expires without sufficient payment. Premium Limitations. After the first premium is paid, the minimum premium payment is $20. If the Cash Value Test has been chosen as the Death Benefit Compliance Test, the maximum premium that may be paid in any Policy Year without evidence of insurability is the greatest of: (a) the premium that will not increase the net amount at risk under the Policy; (b) twice the Policy's Expense Premium plus $100; and (c) the annual premium paid in the preceding Policy year. If the Guideline Premium Test has been chosen, the maximum premium is equal to the lesser of the maximum premium as determined above and the Guideline Premium Test premium limitation. We have the right to refund any premium amount that exceeds these limitations. Premium payments should be sent either to MassMutual's Administrative Office or to the address indicated on the billing notice. Allocation of Net Premium Payments. The Net Premium equals the premium paid less the Premium Expense Charge. (See Deductions from Premiums.) At the time of Application, the Owner indicates how Net Premiums are to be allocated among the Divisions of the Separate Account and the GPA. The allocation percentages must be in whole numbers and the sum of the allocation percentages must equal 100%. The allocation percentages may be changed without charge at any time by providing written notice to MassMutual's Administrative Office. The maximum number of different Divisions that may be used during the life of the Policy is 16. Any Initial Net Premium received with an application will be deposited to MassMutual's General Account and earn interest at the rate set by MassMutual from the Policy Date to the date the Policy is issued. Once the Policy has been issued, the Net Premium plus interest earnings, less any Monthly Charges will be allocated either in accordance with the allocation percentages in the Application, or to the Money Market Division of the Separate Account. If under the Free Look Provision, the Owner receives: (i) any premium paid for this Policy plus (ii) interest credited to this Policy under the Guaranteed Principal Account, plus or minus (iii) an amount reflecting the investment experience of the investment divisions of the Separate Account under this Policy to the date the Policy is received by us, minus (iv) any amounts withdrawn and any Policy Debt, this amount will be allocated to the GPA and the Divisions of the Separate Account based on the allocation percentages in the Application. If under the Free Look Provision, the Owner receives the total of all premiums paid for the Policy, reduced by any amounts borrowed or withdrawn, this amount will be allocated to the Money Market Division of the Separate Account. If the Initial Net Premium plus interest earnings, less any Monthly Charges is allocated to the Money Market Division of the Separate Account, Subsequent Net Premiums received during the Free Look Period also will be allocated to the Money Market Division of the Separate Account on the Valuation Date on or next following the date We receive the Subsequent Net Premiums in good order at our Administrative Office, or at the address indicated on the billing notice. At the end of the Free Look Period, the Money Market account balance will be transferred to the GPA and the Separate Accounts in accordance with the allocation percentages in the Application. If the Initial Net Premium plus interest earnings, less any Monthly Charges is allocated in accordance with the allocation percentages in the Application, Subsequent Net Premiums will be deposited on the Valuation Date on or next following the date We receive the Subsequent Net Premiums in good order at our Administrative Office, or at the address indicated on the billing notice. Transfers from one Division to another will be credited on the Valuation Date the Transfer Request is received in good order. 6 Transfers By written request, the Owner may transfer all or part of the Account Value of a Division of the Separate Account to any other Division or to the GPA. Although MassMutual currently imposes no limitation on the right of the Owner to make transfers, we reserve the right to limit transfers to no more than one every 90 days in connection with compliance with Section 404(c) of ERISA. Any limitation would not apply to a transfer of all funds in the Separate Account to the GPA or to automated transfers made in connection with any program MassMutual has in place. Transfers of values from the GPA to the Separate Account are limited to one each Policy Year. Any transfer from the GPA cannot exceed 25% of the Fixed Account Value (less any Policy Debt) at the time of the transfer. If 25% of the Fixed Account Value has been transferred from the GPA each year for three consecutive Policy Years, and no value has been transferred into the GPA, nor premiums allocated to the GPA, during this time, the remainder of the Fixed Account Value (less any Policy Debt) may be transferred, in one transaction, out of the GPA in the succeeding Policy Year. Any transfer is effective on the Valuation Date on or next following the date we receive a written request in good order at our Administrative Office. There are no charges for transfers. Policy Termination and Reinstatement Policy Termination. This Policy will not terminate for failure to pay premiums since premium payments, other than the Initial Premium Payment, are not specifically required. Rather, if in the first three Policy Years the Account Value less any Policy Debt is not enough to cover the Monthly Charges on a Monthly Charge Date, or if in subsequent Policy Years the Net Surrender Value is not enough to cover the Monthly Charges on a Monthly Charge Date, the Policy will enter a 61-day grace period unless the Safety Test has been met. At the beginning of the grace period, MassMutual will mail a notice to the Owner's last known address stating the amount of premium needed to cover the shortfall. During the grace period, the Policy remains in force. If the required premium is not paid within 61 days after the Monthly Charge Date (or, if later, within 30 days after we mail the written notice), the Policy terminates without value. If the Account Value less Policy Debt in the first three Policy Years or the Net Surrender Value in subsequent years is insufficient to pay the Monthly Charges on a particular Monthly Charge Date and the Safety Test (as described below) has been met on that date, the Monthly Charges for that Date will be reduced to an amount equal to the Account Value less any Policy Debt. The Safety Test can be met only during the Guarantee Period. There are two Guarantee Periods. The Guarantee Period is the lesser of 5 years or to the younger Insured's age 90. On any day during the Guarantee Period, the Safety Test is met if the premiums paid less amounts withdrawn accumulated with interest to that day, equals or exceeds the Guarantee premium accumulated with interest to that date. The effective annual rate of interest used to accumulate these amounts is 3%. The Guarantee Periods available and the Safety Test may vary depending on the contract state of Your Policy. Consult Your Policy for the Guarantee Periods available to You. Reinstatement. For a period of five years after a Policy terminates, the Owner can request that We reinstate the Policy provided neither Insured has died since the Policy termination. However, the Policy cannot be reinstated if it has been surrendered for its Net Surrender Value. Please note a termination or reinstatement may cause the Policy to become a modified endowment contract. (See Modified Endowment Contracts.) Before We will reinstate the Policy, We must receive the following: (a) Evidence of insurability satisfactory to MassMutual; (b) A premium payment sufficient to keep the policy in force for three months following reinstatement; (c) Where applicable, a signed acknowledgement the Policy has become a modified endowment contract. If We reinstate the Policy, the Face Amount for the reinstated Policy will be the same as it would have been if the Policy had not terminated. The premium payment will be allocated based on the allocation requested at the time of reinstatement effective on the Monthly Charge Date on which the Policy is reinstated. The Account Value at the time of reinstatement will be the net amount of the premium paid at the time of reinstatement, less any Monthly Charges taken at that time. Charges and Deductions Charges will be deducted in connection with the Policy to compensate MassMutual for: (a) providing the insurance benefits under the Policy (including any riders); (b) administering the Policy; (c) assuming certain risks in connection with the Policy (including any riders); and (d) expenses incurred in selling and distributing the Policy. A summary of the charges is as follows. 7
CURRENT RATE GUARANTEED RATE Premium Load Coverage Years 1-10:13% of premium up to All Coverage Years: 13% of premium up to Expense Premium; 3% of premium over Expense Expense Premium; 3% of premium over Premium Expense Premium Coverage Years 11+: 3% of all premium Administrative Charge Policy Years 1-10: $12 per month per policy All Coverage Years: $12 per month per policy Policy Years 11+: $6 per month per policy Face Amount Charge Coverage Years 1-10: $0.13 per month per Coverage Years 1-10: $0.13 per month per $1,000 of Face Amount $1,000 of Face Amount Coverage Years 11+: $0.0 Coverage Years 11+: $0.0 Insurance Charges Based on MassMutual's For standard risks, rates are based on expectations as to future mortality 1980 Commissioners Standard Ordinary (CSO) and expense experience Mortality Tables. Mortality and Expense Risk Charge All Policy Years: 0.25% on an annual basis All Policy Years: 0.90% on an annual basis of daily net asset value of the Separate of daily net asset value of the Separate Account Account Loan Rate Expense Charge Policy Years 1-10: 0.50% of loaned amount All Policy Years: 2.0% of loaned amount Policy Years 11+: 0.25% of loaned amount Withdrawal Fee $25 $25 Surrender Charges See Surrender Charges section of this Prospectus
Deductions from Premiums A premium load is deducted from each premium payment made prior to the allocation of the payment to the Divisions of the Separate Account and the GPA. The premium load distinguishes between premium payments up to Expense Premium, and premium payments over Expense Premium. The Expense Premium is based on the issue ages, sexes, and risk classifications of the Insureds, and the Death Benefit Option in effect at the time of any premium payment. Premiums are allocated to the Initial Face Amount and any subsequent increases based on the ratio of the Expense Premium for each segment to the total of the Expense Premiums for all segments. Monthly Charges Against the Account Value Charges will be deducted from the Account Value on each Monthly Charge Date. The Monthly Charges consist of: (a) an Administrative Charge; (b) a Face Amount Charge; (c) an Insurance Charge; and (d) a rider charge for any additional benefits provided by rider. The Monthly Charges will be deducted from the Division(s) of the Separate Account and the GPA in proportion to the non-loaned values of the Policy in the Division(s) and the GPA. Administrative Charge and Face Amount Charge. The monthly Administrative Charge and Face Amount Charge reimburse MassMutual for expenses incurred in issuing and administering the Policy, and for such activities as processing claims, maintaining records and communicating with Owners. Insurance Charges. The monthly Insurance Charge for a Policy is equal to the "amount at risk" under the Policy, multiplied by the monthly Insurance Charge rate for that Policy month. The insurance amount is determined on the first day of each Policy month and is the amount by which the Death Benefit (discounted at the monthly equivalent of 3% per year) exceeds the Account Value. Insurance rates will be based on the sexes, Issue Ages, and risk classes of the Insureds, and the Year of Coverage. MassMutual currently places Insureds into the following three standard rate classes: Select-Preferred Nontobacco, Preferred Nontobacco, and Preferred Tobacco; as well as substandard rate classes involving higher mortality risks. In an otherwise identical Policy, the monthly insurance rate is higher for tobacco users than for those who do not use tobacco and higher for Preferred Nontobacco Insureds than for Select-Preferred Nontobacco Insureds. Rider Charge. The monthly rider charge will include charges for any additional benefits provided by rider. Daily Charges Against the Separate Account Mortality and Expense Risk Charge. MassMutual assesses a daily charge against the net asset value of the Separate Account for mortality and expense risks. This charge is not deducted from the assets in the GPA. The mortality risk we assume is that the group of lives insured under our Policies may, on average, live for shorter periods of time than we estimated. The expense risk we assume is that our costs of issuing and administering Policies may be more than we estimated. If not all the money MassMutual collects from this charge is needed to cover death benefits and expenses, it will be our gain and will be used for any proper purpose, including payment of sales commissions. Conversely, even if the money we collect is insufficient, we will provide for all Death Benefits and expenses. Investment Management Fee and Other Expenses. Because the Divisions of the Separate Account purchase shares of either MML Trust or Oppenheimer Trust, the value of Accumulation Units of the Divisions will reflect the investment management fee and other expenses incurred by MML Trust and Oppenheimer Trust. The Prospectuses of MML Trust and Oppenheimer Trust contain additional information concerning such fees and expenses. Surrender Charges During the first 10 Years of Coverage for the Initial Face Amount and during the first 10 Years of Coverage for any increase in Face Amount, MassMutual will impose a Surrender Charge against the Account Value if the Owner surrenders the Policy or decreases the Face Amount under the Policy. The Surrender Charge in the first year of coverage is the lesser of 100% of the Expense Premium or $50 per thousand of Face Amount. The Surrender Charge is decreased by 10% of the first year Surrender Charge in each of the next nine years of coverage, and is zero in the eleventh year. Surrender Charges are calculated separately for the Initial Face Amount and for each increase in the Face Amount. Surrender Charge Upon Decrease in Selected Face Amount. Elected decreases in Face Amount--that is, decreases resulting from other than a Withdrawal or a change in the Death Benefit Option-- result in canceling all or a part of previously issued Face Amount segments. A partial Surrender Charge is assessed and deducted from the Account Value. The partial Surrender Charge is equal to the Surrender Charge associated with each canceled Face Amount segment. If the partial Surrender Charge for a decreased or cancelled Face Amount segment would be greater than the Account Value of the Policy, the partial Surrender Charge for that decrease is set equal to the Account Value on the date of the surrender. The Surrender Charge after the decrease equals the Surrender Charge prior to the decrease less the partial Surrender Charge taken. Other Charges Withdrawal Fee. For each Withdrawal, a charge of $25 will be deducted from the amount withdrawn. Loan Interest Rate Expense Charge. This charge reimburses MassMutual for expenses incurred in administering loans. This charge is not designed to make a profit. Account Value And Net Surrender Value Account Value. The Account Value of the Policy is the sum of all Net Premium payments adjusted by periodic charges and credits and by Withdrawals. Following the Free Look Period, this amount is allocated among the Separate 9 Account Divisions and the GPA according to the net premium allocation requested at the time of Application (See Allocation of Net Premium Payments section for more details). Investment Return. The investment return of a Policy is based on: (a) The Account Value held for the Policy in each Division of the Separate Account; (b) The investment experience of each Division as measured by its actual net rate or return; and (c) The interest credited on Account Values held in the GPA. The investment experience of a Division reflects increases and decreases in the net asset value of the shares of the underlying Fund, any dividend or capital gains distributions declared by the Fund, and any charges assessed against assets of the Division. The investment experience is determined each day the net asset value of the underlying Fund is determined -- that is, on each Valuation Date. The actual net rate of return for a Division measures the net investment experience from the end of one Valuation Date to the end of the next Valuation Date. Net Surrender Value. The Policy may be fully surrendered for its Net Surrender Value at any time while at least one Insured is living. The Net Surrender Value is equal to the Account Value less any applicable Surrender Charges and less any Policy Debt. An Owner may surrender the Policy by sending a written request together with the Policy to MassMutual's Administrative Office. The proceeds will be determined as of the end of the Valuation Date on which the request for surrender is received in good order. Withdrawals. After the first Policy Year, the Owner may, subject to certain restrictions, withdraw up to 75% of the Net Surrender Value. For each Withdrawal, a fee of $25 is deducted from the amount withdrawn. The minimum amount of a partial Withdrawal is $100 (before deducting the Withdrawal fee). We reserve the right to prohibit Withdrawals that would result in a reduction of the Face Amount to less than $500,000. The Withdrawal amount will be made on a pro-rata basis from the Divisions of the Separate account and the GPA based on the non-loaned Account Value of the Divisions of the Separate Account and the GPA on the date of the Withdrawal. The Withdrawal amount attributable to a Division of the Separate Account or to the GPA may not exceed the non-loaned Account Value of the Division or GPA. If Death Benefit Option 1 or 3 is in effect, MassMutual will reduce the Face Amount by the amount of the Withdrawal unless satisfactory evidence of insurability is provided. A Surrender Charge is not assessed for a Withdrawal. Policy Loan Privilege General. After the first Policy Year, the Owner may obtain a loan from the Policy as long as the Account Value exceeds the total of any Surrender Charges. The Policy must be assigned to MassMutual as collateral for the loan. The maximum amount that can be borrowed at any time is 90% of the Policy's Account Value less any Surrender Charge. This is reduced by any outstanding Policy Debt, which includes accrued interest. Source of Loan. The Policy loan amount requested is taken from Divisions of the Separate Account and the GPA in proportion to the Account Value of each Division and the GPA (excluding any outstanding loans) on the date of the loan. Loaned amounts are taken from the Divisions by liquidating units and the resulting dollar amounts are transferred to the loaned portion of the GPA. We may delay the granting of any loan taken from the GPA for up to six months. We also may delay the granting of any loan from the Divisions of the Separate Account during any period that: (i) the New York Stock Exchange is closed (other than customary weekend and holiday closings); (ii) trading is restricted; (iii) the SEC determines a state of emergency exists; or (iv) the Securities and Exchange Commission permits MassMutual to delay payment for the protection of our Owners. Whenever total Policy Debt (which includes accrued interest) equals or exceeds the Account Value less Surrender Charges, MassMutual will send a notice to the Owner. This notice will state the amount necessary to bring the Policy Debt back within the limit. If we do not receive payment of that amount plus a premium payment sufficient to keep the policy in force for three months, within 31 days after the date we mailed the notice, and if Policy Debt exceeds the Account Value less any Surrender Charges at the end of those 31 days, the Policy terminates without value. Loan Interest Charged. At time of Application, the Owner may select a loan interest rate of 5% or (in all jurisdictions except Arkansas) an adjustable loan rate. Each year MassMutual will set the adjustable rate that will apply for the next Policy Year. The maximum loan rate is based on the Monthly Average Corporate yield on seasoned corporate bonds as published by Moody's Investors Service, Inc., or, if it is no longer published, a substantially similar average. The maximum rate is the published monthly average for the calendar month ending two months before the Policy Year begins, or 4%, whichever is higher. If the maximum limit is not at least 1/2% higher than the rate in effect for the previous year, we will not increase the rate. If the maximum limit is at least 1/2% lower than the rate in effect for the previous year, we will decrease the rate. 10 Interest on Policy loans accrues daily and becomes part of the Policy Debt as it accrues. It is due on each Policy Anniversary. If not paid when due, the interest will be added to the loan and, as part of the loan, will bear interest at the same rate. Any interest capitalized on a Policy Anniversary will be treated the same as a new loan and will be taken from the Divisions and the GPA in proportion to the non-loaned Account Value in each. Repayment. All or part of any Policy Debt may be repaid at any time while at least one of the Insureds is living and while the Policy is in force. Any loan repayment first will be allocated to the GPA until the Owner has repaid all loan amounts that originated from the GPA. Any additional loan repayments will be allocated according to the premium allocation factors in effect. Loan repayments must be clearly identified as such; otherwise they will be considered premium payments. Any outstanding Policy Debt will be deducted from the proceeds payable at the second death or the surrender of the Policy. Interest on Loaned Value. Any loaned amount is held in the GPA and earns interest at a rate determined by MassMutual, equal to the greater of 3% and the Policy loan rate less the Loan Interest Rate Expense Charge. This Charge is 2% on a guaranteed basis and 0.50% in Policy Years one through 10 and 0.25% in Policy Years 11 and later on a current basis. Effect of Loan. A Policy loan affects the Policy since the Death Benefit and Net Surrender Value under a Policy are reduced by the amount of the loan. Repayment of the loan increases the Death Benefit and Net Surrender Value under the Policy by the amount of the repayment. Taking a Policy loan could have tax consequences. (See Policy Proceeds, Premiums and Loans.) As long as a loan is outstanding, a portion of the Policy Account Value equal to the loan is held in the GPA. This amount is not affected by the Separate Account's investment performance. The Account Value may be impacted since the portion of the Account Value equal to the Policy loan is credited with an interest rate declared by MassMutual rather than a rate of return reflecting the investment performance of the Division(s) of the Separate Account from which the loan was taken. Free Look Provision The Owner may cancel the Policy within 10 days after the Owner receives it, or 10 days after MassMutual mails or delivers a written notice of withdrawal right to the Owner, or within 45 days after the date of the Part 1 of Application for the Policy, whichever is latest. The Owner should mail or deliver the Policy and Policy delivery receipt either to MassMutual's Administrative Office or to the agent who sold the Policy or to one of our agency offices. If the Policy is canceled in this fashion, a refund will be made to the Owner. The refund may be equal to the sum of: (i) any premium paid for this Policy; plus (ii) interest credited to this Policy under the Guaranteed Principal Account; plus or minus (iii) an amount reflecting the investment experience of the investment divisions of the Separate Account under this Policy to the date the Policy is received by us; minus (iv) any amounts withdrawn and any Policy Debt. Or, the refund may be equal to the total of all premiums paid for the Policy, reduced by any amounts borrowed or withdrawn. Check Your contract to determine which refund is applicable under Your Policy. Policy Rewrite Provision Existing second-to-die policies issued by MassMutual may be rewritten to a Survivorship Flexible Premium Adjustable Variable Life Insurance Policy within the first six months after the Policy Issue Date of the existing policy, provided the Survivorship Flexible Premium Adjustable Variable Life Insurance Policy is available for sale in Your state (the state in which the original contract is issued) by the end of this six month period. Rewrites are not available in all states. The new Policy must be issued in the same state in which the original policy was issued. We will apply all premiums paid under the old contract toward the new Survivorship Flexible Premium Adjustable Variable Life Insurance Policy. We will credit interest from the date of the original premium payment for the original policy to the Issue Date of the rewrite based on the GPA rate during this period of time. The Policy Date of the Policy and Issue Ages of the Insureds will be the same as those of the original policy. No new evidence of insurability will be required for the rewrite of the base policy, provided the Death Benefit under the two policies is identical and the Policy is issued with the same risk classifications of the Insureds. Only riders available for attachment to the Survivorship Flexible Premium Adjustable Variable Life Policy can be attached to the new Policy. If the Owner wishes to add available riders to the new policy which were not attached to the original policy, evidence of insurability may be required. The Survivorship Flexible Premium Adjustable Variable Life Policy must meet the minimum policy requirements in effect at the time of the rewrite. The Guaranteed Principal Account An Owner may allocate some or all of the Net Premiums and transfer some or all of the Account Value in the Divisions of the Separate Account, to the Guaranteed 11 Principal Account ("GPA"). Because of exemptive and exclusionary provisions, interests in MassMutual's General Account (which include interests in the Guaranteed Principal Account) are not registered under the Securities Act of 1933 and the General Account is not registered as an investment company under the Investment Company Act of 1940. Accordingly, neither the General Account nor any interests therein are subject to the provisions of these Acts, and MassMutual has been advised that the staff of the Securities and Exchange Commission has not reviewed the disclosures in the Prospectus relating to the General Account. Disclosures regarding the General Account may, however, be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. Amounts allocated to the Guaranteed Principal Account become part of the General Account of MassMutual, which consists of all assets owned by MassMutual other than those in the Separate Account and other separate accounts of MassMutual. Subject to applicable law, MassMutual has sole discretion over the investment of the assets of its General Account. MassMutual guarantees those amounts allocated to the GPA in excess of any Policy Debt (which includes accrued interest) will accrue interest daily at an effective annual rate at least equal to 3%. For amounts in the GPA equal to any Policy Debt, the guaranteed minimum interest rate is an effective annual rate of 3% or, if greater, the Policy loan rate less the Loan Interest Rate Expense Charge. This charge will not be greater than 2% per year. Such interest will be paid regardless of the actual investment experience of the GPA. Although MassMutual is not obligated to credit interest at a rate higher than the guaranteed minimum, it may declare a higher rate applicable for such periods as it deems appropriate. When We Pay Proceeds If the Policy has not terminated, payment of the Net Surrender Value is made within 14 days, and payment of loan proceeds or the Death Benefit are made within seven days after we receive all required documents in a form satisfactory to us at our Administrative Office. But we can delay payment of the Net Surrender Value or any Withdrawal from the Separate Account or any loan proceeds attributable to the Separate Account during any period when: (i) it is not reasonably practicable to determine the amount because the New York Stock Exchange is closed (other than customary week-end and holiday closings), or (ii) trading is restricted by the SEC, or (iii) the SEC declares an emergency exists; or (iv) the SEC, by order, permits us to delay payment in order to protect our Owners. We may delay paying any Net Surrender Value, any Withdrawal, or any loan proceeds based on the GPA for up to six months from the date the request is received at our Administrative Office. We can delay payment of the entire Death Benefit if payment is contested. We investigate all death claims arising within the two-year contestable period. Upon receiving the information from a completed investigation, we generally make a determination within five days as to whether the claim should be authorized for payment. Payments are made promptly after authorization. If payment of a Net Surrender or Withdrawal is delayed for 30 days or more, we add interest to the date of payment at the same rate it is paid under the interest payment option. Interest is paid on the Death Benefit from the date of death to the date of payment. Federal Income Tax Considerations Policy Proceeds, Premiums and Loans MassMutual believes the Policy meets the statutory definition of life insurance under Code Section 7702 and hence receives the same tax treatment as that accorded to fixed benefit life insurance. Thus, the Death Benefit under the Policy is generally excludible from the gross income of the Beneficiary under Section 101(a)(1) of the Code. As an exception to this general rule, where a Policy has been transferred for value, only the portion of the Death Benefit that is equal to the total consideration paid for the Policy may be excluded from gross income. The Owner is not deemed to be in constructive receipt of the cash values, including increments thereon, under the Policy until a full surrender or partial withdrawal is made (unless the Policy is a "modified endowment contract," as discussed below). Decreases in Face Amount and Withdrawals may be taxable depending on the circumstances. Code Section 7702(f)(7) provides that where a reduction of future benefits occurs during the first 15 years after a Policy is issued and where there is a cash distribution associated with that reduction, the Owner may be taxed on all or a part of the amount distributed. Where the provisions of Code Section 7702(f) do not cause a taxable event, a withdrawal is taxable only to the extent it exceeds the Owner's unrecovered premiums. After 15 years, such cash distributions are not subject to federal income tax, except to the extent they exceed the total amount of premiums paid but not previously recovered. MassMutual suggests you consult with your tax adviser in advance of a proposed decrease in Face Amount or Withdrawal as to the portion, if any, which would be subject to federal income tax. A change of the Owner or the Insured(s) or an exchange or assignment of the Policy may have tax consequences depending on the circumstances. 12 MassMutual also believes that under current law any loan received under the Policy will be treated as Policy Debt of an Owner, and that no part of any loan under a Policy will constitute income to the Owner unless the Policy has become a "modified endowment contract." If the Policy is a modified endowment contract under Code Section 7702A, loans will be fully taxable to the extent of any income in the Policy and could be subject to an additional 10 percent tax. In general, income in the policy is defined as the excess of the Account Value (both loaned and unloaned) over previously unrecovered premiums paid. See the discussion on modified endowment contracts below. Under the "personal" interest limitation provisions of the Tax Reform Act of 1986, interest on Policy loans used for personal purposes, which otherwise meet the requirements of Code Section 264, will no longer be tax-deductible. However, other rules may apply to allow all or part of the interest expense as a deduction if the loan proceeds are used for "trade or business" or "investment" purposes. See your tax adviser for further guidance. If the Policy is owned by a business or corporation, the 1986 Act may impose additional restrictions. The Act limits the interest deduction available for loans against a business-owned Policy. It imposes an indirect tax on the gain in corporate-owned life insurance policies by way of the corporate alternative minimum tax for those corporations subject to the alternative minimum tax. The corporate alternative minimum tax also could apply to a portion of the amount by which Death Benefits received exceed the Policy's date-of-death Net Surrender Value. Federal estate and gift and state and local estate and other tax consequences of ownership or receipt of Policy proceeds depend on the circumstances of each Owner or Beneficiary. MassMutual cannot make any guarantee regarding the future tax treatment of any Policy. For complete information on the impact of changes with respect to the Policy and federal and state tax considerations, a qualified tax adviser should be consulted. The ultimate effect of federal income taxes on values under this Policy and on the economic benefit to the Owner or Beneficiary depends on MassMutual's tax status and on the tax status of the individual concerned. The discussion contained herein is general in nature and is not an exhaustive discussion of all tax questions that might arise under the Policy, and is not intended as tax advice. Moreover, no representation is made as to the likelihood of continuation of current federal income tax laws and Treasury Regulations or of the current interpretations of the Internal Revenue Service. MassMutual reserves the right to make changes in the Policy to assure that it continues to qualify as life insurance for tax purposes. For complete information on federal and state tax law considerations, You should consult a qualified tax adviser. No attempt is made herein to consider any applicable state or other tax laws. Charges for Federal Taxes. MassMutual currently does not make any charge against the Separate Account for federal income taxes. We may make such a charge eventually in order to provide for the future federal income tax liability of the Separate Account. Upon a full surrender of a Policy for its Net Surrender Value, the Owner may recognize ordinary income for federal income tax purposes. Ordinary income is computed to be the amount by which the Account Value, unreduced by any outstanding Policy Debt but less any Surrender Charges assessed, exceeds the premiums paid but not previously recovered and any other consideration paid for the Policy. Modified Endowment Contracts. Contrary to the rules described above, loans, collateral assignments, and other amounts distributed under a "modified endowment contract" are taxable to the extent of any accumulated income in the Policy. In general, the amount that may be subject to taxation is the excess of the Account Value (both loaned and unloaned) over the previously unrecovered premiums paid. Death benefits paid under a modified endowment contract, however, are not taxed any differently than death benefits payable under other life insurance contracts. A Policy is a modified endowment contract if it satisfies the definition of life insurance in the Internal Revenue Code but fails the additional "7-pay test." A Policy fails this test if the accumulated amount paid under the contract at any time during the first seven contract years exceeds the total premiums that would have been payable under a policy providing guaranteed benefits upon the payment of seven level annual premiums. Also, a Policy that would otherwise satisfy the 7-pay test will be taxed as a modified endowment contract if it is received in exchange for a modified endowment contract. Certain changes will require a Policy to be retested to determine whether it has become a modified endowment contract. For example, a reduction in death benefits during the first seven contract years will cause the Policy to be retested as if it originally had been issued with the reduced death benefit. If the premiums actually paid into the Policy exceed the limits under the 7-pay test for a policy with the reduced death benefit, the Policy will become a modified endowment contract. This classification change is effective retroactively to the Policy Year in which the actual premiums paid exceed the new 7-pay limits. In addition, a "material change" occurring at any time while the Policy is in force will require the Policy to be re-tested to determine whether it continues to meet the 7-pay test. A material change starts a new 7-pay test period. The term "material change" includes many increases in death benefits. A material change does not include an increase in death benefit attributable to the payment of premiums necessary to fund the lowest level of death benefit payable 13 during the first seven contract years, or which is attributable to the crediting of interest with respect to such premiums. Since the Policy provides for flexible premium payments, the Company has instituted procedures to monitor whether increases in death benefits or additional premium payments cause either the start of a new seven-year test period or the taxation of distributions and loans. If any amount is taxable as a distribution of income under a modified endowment contract, it also will be subject to a 10% penalty tax. Limited exceptions from the additional penalty tax are available for individual Owners. The penalty tax will not apply to distributions: (i) made on or after the date the taxpayer attains age 59 1/2; or (ii) attributable to the taxpayer's becoming disabled; or (iii) part of a series of substantially equal periodic payments (made at least annually) made for the life or life expectancy of the taxpayer. For complete information about modified endowment contract status, a qualified tax adviser should be consulted. Once a Policy fails the 7-pay test, loans and distributions occurring in the year of failure and thereafter become subject to the rules for modified endowment contracts. In addition, a recapture provision applies to loans and distributions received in anticipation of failing the 7-pay test. Any distribution or loan made within two years prior to failing the 7-pay test is considered to have been made in anticipation of the failure. Under certain circumstances, a loan, collateral assignment, or other distribution under a modified endowment contract may be taxable even though it exceeds the amount of income accumulated in the Policy. For purposes of determining the amount of income received from a modified endowment contract, the law requires the aggregation of all modified endowment contracts issued to the same Owner by an insurer and its affiliates within the same calendar year. Therefore, loans, collateral assignments, and distributions from any one such Policy are taxable to the extent of the income accumulated in all the Policies required to be aggregated. Qualified Plans. The Policy may be used in conjunction with certain tax-qualified employee benefit plans. Since the rules governing such use are complex, a purchaser should not use the Policy in conjunction with any such qualified plan until a competent tax adviser has been consulted. The Policy may not be used in conjunction with an Individual Retirement Account (IRA). Diversification Standards. To comply with final regulations under Code Section 817(h) ("Final Regulations"), each Fund of the Trusts is required to diversify its investments. The Final Regulations generally require that on the last day of each quarter of a calendar year no more than 55% of the value of a Fund's assets is represented by any one investment, no more than 70% is represented by any two investments, no more than 80% is represented by any three investments, and no more than 90% is represented by any four investments. A "look-through" rule applies to treat a pro rata portion of each asset of a Fund as an asset of the Separate Account. All securities of the same issuer are treated as a single investment. However, each government agency or instrumentality is treated as a separate issuer. With respect to variable life insurance contracts, the general diversification requirements are modified if any of the assets of the Separate Account are direct obligations of the United States Treasury. In this case, there is no limit on the investment that may be made in United States Treasury securities, and for purposes of determining whether assets other than United States Treasury securities are adequately diversified, the generally applicable percentage limitations are increased based on the value of the Separate Account's investment in United States Treasury securities. Notwithstanding this modification of the general diversification requirements, the Funds of the Trusts will be structured to comply with the general diversification standards because they serve as an investment vehicle for certain variable annuity contracts which must comply with the general standards. In connection with the issuance of the temporary regulations prior to the Final Regulations, the Treasury announced that such temporary regulations did not provide guidance concerning the extent to which Owners may direct their investments to particular Divisions of a separate account. Regulations in this regard were not issued in connection with the Final Regulations, however. It is not clear, at this time, what future regulations might provide. It is possible, if future regulations are issued, the Policy may need to be modified to comply with such regulations. For these reasons, MassMutual reserves the right to modify the Policy, as necessary, to prevent the Owner from being considered the owner of the assets of the Separate Account. MassMutual intends to comply with the Final Regulations to assure the Policy continues to qualify as life insurance for federal income tax purposes. Your Voting Rights As long as the Separate Account continues to operate as a unit investment trust under the Investment Company Act of 1940, the Owner is entitled to give MassMutual instructions as to how shares of the Funds held in the Separate Account (or other securities held in lieu of such shares) deemed attributable to the Policy shall be voted at meetings of shareholders of the Funds of the Trusts. Those persons entitled to give voting instructions are determined as of the record date for the meeting. 14 The number of shares of the Funds held in the Separate Account deemed attributable to the Policy during the lifetimes of the Insureds are determined by dividing the Policy's Account Value held in each Division of the Separate Account, if any, by $100. Fractional votes are counted. Owners receive proxy material and a form on which Owner instructions may be given. Shares of the Funds held by the Separate Account for which no effective Owner instructions have been received are voted for or against any proposition in the same proportion as the shares for which instructions have been received. Reservation of Rights We reserve the right to take certain actions in connection with our operations and the operations of the Separate Account. These actions will be taken in accordance with applicable laws (including obtaining any required approval of the Securities and Exchange Commission). If necessary, we will seek approval by Owners. Specifically, we reserve the right to: . Create new Divisions of the Separate Account; . Create new Separate Accounts; . Combine any two or more Separate Accounts; . Make available additional Divisions of the Separate Account investing in additional investment companies; . Invest the assets of the Separate Account in securities other than shares of the Funds as a substitute for such shares already purchased or as the securities to be purchased in the future; . Operate the Separate Account as a management investment company under the Investment Company Act of 1940 or in any other form permitted by law; and . De-register the Separate Account under the Investment Company Act of 1940 in the event such registration is no longer required; . Substitute one or more Funds for other funds with similar investment objectives; . Delete Funds. MassMutual also reserves the right to change the name of the Separate Account. We have reserved all rights to the name MassMutual Life Insurance Company or any part of it. We may allow the Separate Account and other entities to use our name or part of it, but we also may withdraw this right. Additional Benefits You Can Get by Rider At the Owner's request, the Policy can include additional benefits we approve based on our standards and limits for issuing insurance and classifying risks. An additional benefit is provided by rider and is subject to the terms of both the rider and the Policy. The cost of any rider is deducted as part of the Monthly Charges. Subject to state availability, the following riders are available. Policy Split Option Rider. This rider allows the Owner, while both Insureds are living, to exchange the Policy for two new fixed premium permanent life policies, or for two flexible premium adjustable life, one on the life of each Insured, without evidence of insurability. This right will be available for the six-month period beginning on: . The date six months after the effective date of a final decree of divorce, issued by a court of competent jurisdiction, ending the Insureds' marriage to each other, if the decree first becomes effective at least one year after the Policy Issue Date, and remains in effect during the entire six- month period after it first becomes effective. . The date either Section 2056 of the Internal Revenue Code (I.R.C.) is nullified or amended to eliminate or reduce by at least 50% the Insureds' federal estate tax marital deduction; or the maximum federal estate tax rate given in I.R.C. Section 2001 is reduced to half the rate in effect on the Policy Issue Date of this Policy. . If this Policy Owner is a corporation or partnership, the effective date the corporation or partnership dissolves. The new policies must meet the policy requirements in effect at the time of the exchange. The face amount of each new policy will be one-half the face Amount of this Policy at the time of the split. The policy date of each new policy will be the date of exchange. The issue age of each Insured will be the age of each Insured on the birthday nearest the policy date. This rider may be attached to the Policy at the time of issue as long as at least one of the Insureds is younger than age 80 and as long as the insurance risk class of neither Insured is uninsurable. Estate Protection Rider. This rider may be attached to the Policy at the time of issue. It provides an additional Death Benefit during the first four Policy Years if both Insureds die during this period. The Owner selects the Face Amount of the rider subject to a minimum of $25,000 and a maximum of 125% of the Policy's Initial Face Amount. 15 Payment Options The Policy proceeds (the Death Benefit or the Net Surrender Value) can be paid in cash, or if elected, all or part of these proceeds can be placed under one or more of the following payment options. The minimum amount that can be applied under a payment option is $2,000. If the periodic payment under any option is less than $20, we reserve the right to make payments at less-frequent intervals. None of these benefits depends on the performance of the Separate Account or the GPA. For additional information concerning these options, see the Policy. The following payment options are currently available.
- ------------------------------------------------------------------------------------------------------------------------------------ Installments for a Specified Period Equal monthly payments will be made for any period selected, up to 30 years. The amount of each payment depends on the total amount applied, the period selected, and the monthly income rates We are using when the first payment is due. - ------------------------------------------------------------------------------------------------------------------------------------ Life Income Equal monthly payments will be based on the life of a named person. Payments will continue for the lifetime of that person. Income with or without a minimum payment period may be elected. - ------------------------------------------------------------------------------------------------------------------------------------ Interest We will hold any amount applied under this option. Interest on the amount will be paid at an effective annual rate determined by us. This rate will not be less than 3%. - ------------------------------------------------------------------------------------------------------------------------------------ Installments of Specified Amount Each payment will be made for an agreed fixed amount. The total amount paid during the first year must be at least 6% of the total amount applied. Interest will be credited each month on the unpaid balance and added to it. This interest will be an effective annual rate determined by us, but not less than 3%. Payments continue until the balance we hold is reduced to an amount less than the agree fixed amount. The last payment will be for the balance only. - ------------------------------------------------------------------------------------------------------------------------------------ Life Income with Payments Guaranteed Equal monthly payments will be based on the life of a named person. Payments will be for Amount Applied made until the total amount paid equals the amount applied, and as long thereafter as the named person lives. - ------------------------------------------------------------------------------------------------------------------------------------ Joint Lifetime Income with Reduced Monthly payments will be based on the lives of two named persons. Payments at the Payments to Survivor initial level will continue while both are living, or for 10 years if longer. When one dies (but not before the 10 years has elapsed), payments are reduced by one- third and will continue at that level for the lifetime of the other. After the 10 years has elapsed, payments stop when both named persons have died. - ------------------------------------------------------------------------------------------------------------------------------------
Withdrawal Rights Under Payment Options. If provided in the payment option election, all or part of the unpaid balance under the Fixed Amount or Interest Payment Option may be withdrawn or applied under any other option. No part of the payments under the Fixed Time Payment Option or payments which are based on a named person's life may not be withdrawn. Beneficiary A Beneficiary is any person named on our records to receive insurance proceeds at the second death. The Beneficiary is named in the application for the Policy. There may be different classes of beneficiaries, such as primary and secondary. These classes set the order of payment. There may be more than one Beneficiary in a class. Any Beneficiary may be named an Irrevocable Beneficiary. An Irrevocable Beneficiary is one whose consent is needed to change that Beneficiary. The consent of any Irrevocable Beneficiary is needed to exercise any Policy right except the rights to change the frequency of Planned Premiums and Reinstate the Policy after termination. The Owner may change the Beneficiary during either Insured's lifetime by writing to our Administrative Office. Generally, the change will take effect as of the date of the request. If no Beneficiary is living at the second death, unless provided otherwise, the Death Benefit is paid to the Owner or, if deceased, to the Owner's estate. 16 Assignment The Policy may be assigned as collateral for a loan or other obligation. For any assignment to be binding on MassMutual, however, We must receive a signed copy of it at our Administrative Office. We are not responsible for the validity of any assignment. Limits on Our Right to Challenge the Policy Except for any policy change or reinstatement requiring evidence of insurability, we cannot contest the validity of the policy: . with respect to any material misrepresentation in the application regarding the insurability of Insured No. 1, once the policy has been in force during the lifetime of Insured No. 1 for two years after the its Issue Date; or . with respect to any material misrepresentation in the application regarding the insurability of Insured No. 2, once the policy has been in force during the lifetime of Insured No. 2 for two years after the its Issue Date. For any policy change or reinstatement requiring evidence of insurability, we cannot contest the validity of the change or reinstatement with respect to each Insured after the change has been in effect for two years during the lifetime of that Insured. Error of Age or Sex If either Insured's age or sex is misstated in the Policy application, the Death Benefit payable under the Policy will be adjusted based on what the Policy would provide according to the most recent Monthly Charge for the correct date of birth and correct sex. Suicide Suicide within two years of the Policy Date is not covered by the Policy. If either Insured dies by suicide, while sane or insane, within two years from the Issue Date or Reinstatement Date, the policy will terminate. We will refund the amount of all premiums paid, less any Withdrawals and Policy Debt. If either Insured, while sane or insane, dies by suicide within two years after the effective date of any increase in the Face Amount, the increase will terminate and We will refund the Monthly Charges for that increase. However, if a refund was payable as the result of suicide during the first two years following the Issue Date or the Reinstatement Date of the Policy, there is no additional refund for any Face Amount increase. Sales And Other Agreements MML Distributors, LLC ("MML Distributors"), 1414 Main Street, Springfield, MA 01144-1013, is the principal underwriter of the Policy pursuant to an Underwriting and Servicing Agreement to which MML Distributors, MassMutual and the Separate Account are parties. MML Investors Services, Inc. ("MMLISI"), also located at 1414 Main Street, Springfield, MA 01144-1013, serves as the co-underwriter of the Policy Both MML Distributors and MMLISI are registered with the Securities and Exchange Commission (the "SEC") as broker-dealers under the Securities Exchange Act of 1934 and are members of the National Association of Securities Dealers, Inc. (the "NASD"). MML Distributors may enter into selling agreements with other broker-dealers which are registered with the SEC and are members of the NASD ("selling brokers"). MassMutual sells the Policy through agents who are licensed by state insurance officials to sell the Policy. These agents also are registered representatives of selling brokers or of MMLISI. The Policy is offered in all states where MassMutual is authorized to sell variable life insurance. When an application for the Policy is completed, it is submitted to MassMutual. MassMutual performs suitability and insurance underwriting and determines whether to accept or reject the application for the Policy and the Insureds' risk classifications. If the application is not accepted, MassMutual will refund any premium paid. Pursuant to the Underwriting and Servicing Agreement, both MML Distributors and MMLISI will receive compensation for their activities as underwriters of the Policy. MML Distributors does business under different variations of its name; including the name MML Distributors, L.L.C. in the states of Illinois, Michigan, Oklahoma, South Dakota and Washington; and the name MML Distributors, Limited Liability Company in the states of Maine, Ohio and West Virginia. Commission Schedule Writing agents will receive commissions based on a commission schedule and rules. Some commissions are paid as a percentage of the premium paid in each Policy Year. Commissions also are paid as a percentage of the average monthly Account Value in each Policy Year. The maximum commission percentages are as follow 17
Premium-based Commissions - -------------------------------------------------------------- Policy Year 1 50% of premium paid up to the Expense Premium 3% of premium paid over the Expense Premium Policy Years 2-10 3% of all premium paid Policy Years 11 No premium-based commission paid and beyond - --------------------------------------------------------------
Asset-based Commissions - -------------------------------------------------------------- Policy Years 11 0.20% of the average monthly and beyond Account Value in each Policy Year - --------------------------------------------------------------
Agents under financing agreements with a general agent of MassMutual may be compensated differently. Agents who meet certain productivity and persistency standards in selling MassMutual policies are eligible for additional compensation. General agents and brokers receive commissions based on different schedules and rules. Bonding Arrangement An insurance company blanket bond is maintained providing $50,000,000 coverage for officers and employees of MassMutual and C.M. Life (subject to a $350,000 deductible) and $50,000,000 for MassMutual's general agents and agents (also subject to a $350,000 deductible). Legal Proceedings We are not currently involved in any legal proceedings which would have a material impact on the Policy. Experts The audited financial statements of MassMutual included in this Prospectus have been included herein in reliance on the reports of Coopers & Lybrand L.L.P., Springfield, Massachusetts 01101, independent accountants, given on the authority of that firm as experts in accounting and auditing. Actuarial matters in the Prospectus have been examined by Craig Waddington, FSA, MAAA. An opinion on actuarial matters is filed as an exhibit to the registration statements We filed with the SEC. III. ADDITIONAL INFORMATION MassMutual MassMutual is a mutual life insurance company chartered in 1851 under the laws of Massachusetts. Its Home Office is located in Springfield, Massachusetts. MassMutual is licensed to transact life, accident, and health business in all fifty states of the United States, the District of Columbia, Puerto Rico, and certain provinces of Canada. As of December 31, 1996, MassMutual had total contingency reserves in excess of $2.6 billion and consolidated assets of $55.8 billion. MassMutual's Tax Status. MassMutual is taxed as a life insurance company under Subchapter L of the Internal Revenue Code of 1986 (the "Code"). The Segment and the Separate Account are not separate entities from MassMutual and its operations form a part of MassMutual. Investment income and realized capital gains on the assets of the Segment are reinvested and taken into account in determining Account Value. The investment income and realized capital gains are applied automatically to increase book reserves associated with the Policy. Under existing federal income tax law, the Segment's investment income, including net capital gains, is not taxed to MassMutual to the extent it is applied to increase reserves associated with the Policy. The reserve items taken into account at the close of the taxable year for purposes of determining net increases and net decreases must be adjusted for tax purposes by subtracting any amount attributable to appreciation in the value of assets and by adding any amount attributable to depreciation. MassMutual's basis in the Policy's share of the assets underlying the Segment will be adjusted for appreciation or depreciation, to the extent the reserves are adjusted. Thus, corporate-level capital gains and losses, and the tax effect thereof, are eliminated. Due to MassMutual's current tax status, no charge is made to the Segment for MassMutual's federal income taxes that may be attributable to the Segment. Periodically, MassMutual reviews the question of a charge to the Segment for MassMutual's federal income taxes. A charge may be made for any federal income taxes incurred by MassMutual and attributable to the Segment. Depending on the method of calculating interest on Policy values allocated to the Guaranteed Principal Account (see preceding section), a charge may be imposed for the Policy's share of MassMutual's federal income taxes attributable to that account. Under current laws, MassMutual may incur state or local taxes (in addition to premium taxes) in several states. At present, these taxes are not significant. If there is a material change in applicable state or local tax laws, MassMutual 18 reserves the right to charge the Separate Account for taxes, if any, attributable to the Separate Account. Records and Reports All records and accounts relating to the Separate Account and the GPA are maintained by MassMutual. Each year within the 30 days following the Policy Anniversary, MassMutual will mail You a report showing the Account Value at the beginning of the previous Policy Year, all premiums paid since that time, all additions to and deductions from the Account Value during the year, and the Account Value, Death Benefit, Net Surrender Value and Policy Debt as of the last Policy Anniversary. This report contains any additional information required by any applicable law or regulation. The Separate Account The Separate Account was established on February 2, 1995, as a separate investment account of MassMutual by MassMutual's Board of Directors in accordance with the laws of the State of Massachusetts. The Separate Account is registered with the Securities and Exchange Commission as a unit investment trust pursuant to the provisions of the Investment Company Act of 1940, and meets the definition of a "separate account" in that statute. Registration does not involve supervision of the management or investment practices of either the Separate Account or of MassMutual. A separate segment for the Policies (the "Segment") was established on November 12, 1997 and was divided into nine Divisions. Each Division invests in a corresponding series of shares of a designated Fund of either MML Trust or Oppenheimer Trust. MassMutual may establish additional divisions within the Separate Account in the future, which may invest in other investment funds, including those of MML Trust or Oppenheimer Trust, or in any other investment fund MassMutual deems to be appropriate. MassMutual owns the assets in the Separate Account and is required to maintain sufficient assets in the Separate Account to meet anticipated obligations of the Policies funded by the Separate Account. The income, gains, or losses, realized or unrealized, of the Separate Account are credited to or charged against the assets held in the Separate Account without regard to the other income, gains, or losses of MassMutual. Assets in the Separate Account attributable to the reserves and other liabilities under the Policies are not chargeable with liabilities arising from any other business conducted by MassMutual. MassMutual may transfer to its General Account, however, any assets which exceed anticipated obligations of the Separate Account. All obligations arising under the Policy are general corporate obligations of MassMutual. MassMutual may accumulate in the Separate Account proceeds from various Policy charges and investment results applicable to those assets. MML Trust and Oppenheimer Trust The MML Trust is a no-load, open-end, management investment company registered under the Investment Company Act of 1940. The Oppenheimer Trust is an open-end, diversified, management investment company registered under the Investment Company Act of 1940. Both the MML Trust and the Oppenheimer Trust provide an investment vehicle for the separate investment accounts of variable life and variable annuity contracts offered by companies such as MassMutual. Shares of the MML Trust and the Oppenheimer Trust are not offered to the general public. The assets of certain variable annuity separate accounts for which MassMutual or an affiliate is the depositor are invested in shares of the MML Trust's and Oppenheimer Trust's Funds. Because these separate accounts are invested in the same underlying Funds, it is possible material irreconcilable conflicts could arise between Policy Owners and owners of the variable annuity contracts. Possible conflicts could arise if: (i) state insurance regulators should disapprove or require changes in investment policies, investment advisers or principal underwriters or if MassMutual should be permitted to act contrary to actions approved by holders of the Policies under rules of the Securities and Exchange Commission; (ii) adverse tax treatment of the Policies or the variable annuity contracts would result from utilizing the same underlying funds; (iii) different investment strategies would be more suitable for the variable annuity contracts than for the Policies; or (iv) state insurance laws or regulations or other applicable laws would prohibit the funding of both the Separate Account and other investment accounts by the same Funds. The Board of Trustees of each Trust will follow monitoring procedures which have been developed to determine whether material conflicts have arisen. If it is determined a conflict exists, the Trustees will notify MassMutual and OppenheimerFunds and appropriate action will be taken to eliminate such irreconcilable conflicts. MassMutual purchases the shares of each Fund for the corresponding Division at net asset value. All dividends and capital gain distributions received from a Fund are automatically reinvested in that Fund at net asset value, unless MassMutual, on behalf of the Separate Account, elects otherwise. Shares of the MML Trust and the Oppenheimer Trust will be redeemed by MassMutual at their net asset values to the extent necessary to make payments under the Policies. Following is a chart illustrating the risk profiles of the investment options available, and a summary of the 19 investment objectives of each Fund. Please note there can be no assurance any Fund will achieve its objectives. More detailed information concerning these investment objectives is contained in the accompanying prospectuses of the MML Trust and Oppenheimer Trust, including information on the risks associated with the investments, the investment techniques of each of the Funds, and the deduction of expenses applicable to each of the Funds. INVESTMENT PREFERENCE CHART - -------------------------------------------------------------------------------- Oppenheimer Global Securities Fund Oppenheimer Capital Appreciation Fund Oppenheimer Growth Fund MML Equity Fund MML Equity Index Fund MML Blend Fund Oppenheimer Strategic Bond Fund MML Managed Bond Fund MML Money Market Fund Guaranteed Principal Account - -------------------------------------------------------------------------------- Conservative Less Conservative Moderate Aggressive More Aggressive Conservative: Investment goal is preservation of principal, while incurring little or no risk. Less Conservative: Investment goal is primarily preservation of principal, with some desire for growth. Moderate: Investment goal is growth, while seeking some preservation of principal. Aggressive: Investment goal is growth, with more tolerance for risk. More Aggressive: Investment goal is significant growth over the long-term, with short-term fluctuations in value expected. 20 MML Money Market Fund MML Money Market Fund seeks to achieve high current income, while preserving capital, and liquidity. This Fund invests in short-term debt instruments, including but not limited to commercial paper, certificates of deposit, bankers' acceptances, and obligations of the United States government, its agencies and instrumentalities. MML Managed Bond Fund MML Managed Bond Fund seeks to achieve as high a total rate of return on an annual basis as is considered consistent with the preservation of capital values. This Fund invests primarily in publicly issued, readily marketable, fixed income securities of maturities MassMutual deems appropriate from time to time in light of market conditions and prospects. Oppenheimer Strategic Bond Fund Oppenheimer Strategic Bond Fund seeks a high level of current income principally derived from interest on debt securities; and seeks to enhance such income by writing covered call options on debt securities. The Fund invests principally in: (i) foreign government and corporate debt securities; (ii) U.S. Government securities; and (iii) lower-rated, high-risk high-yield debt securities. This Fund's investments may be considered speculative. For information concerning the risks associated with this Fund's investments, please refer to the accompanying prospectus for the Oppenheimer Trust. MML Blend Fund MML Blend Fund seeks to achieve as high a level of total rate of return over an extended period of time as is considered consistent with prudent investment risk and the preservation of capital values. This Fund invests in a portfolio of common stocks and other equity-type securities, bonds and other debt securities with maturities generally exceeding one year, and money market instruments and other debt securities with maturities generally not exceeding one year. MML Equity Index Fund MML Equity Index Fund seeks to provide investment results that correspond to the price and yield performance of the publicly traded common stocks in the aggregate, as represented by the Standard & Poor's 500 Composite Stock Price Index. ("Standard & Poor's 500" and "S&P 500(R)" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's or the McGraw-Hill Companies, Inc.) MML Equity Fund MML Equity Fund seeks to achieve a superior total rate of return over an extended period of time from both capital appreciation and current income. A secondary objective is the preservation of capital when business and economic conditions indicate investing for defensive purposes is appropriate. The assets of this Fund are expected to be invested primarily in common stocks and other equity-type securities. Oppenheimer Growth Fund Oppenheimer Growth Fund seeks to achieve capital appreciation by investing in securities of well-known established companies. Such securities generally have a history of earnings and dividends, and are issued by seasoned companies, namely those having an operating history of at least five years, including predecessors. The type of securities in which this Fund invests will be primarily common stocks, as well as securities having the investment characteristics of common stocks, such as convertible preferred stock and convertible bonds. Oppenheimer Capital Appreciation Fund Oppenheimer Capital Appreciation Fund seeks capital appreciation. The type of securities in which this Fund invests will be primarily common stocks, as well as securities having the investment characteristics of common stocks, such as convertible preferred stock and convertible bonds. In seeking this objective the Fund will emphasize investment in securities of "growth-type" companies. Such companies are believed to have relatively favorable long-term prospects for an increased demand for the particular company's products or services. Oppenheimer Global Securities Fund Oppenheimer Global Securities Fund seeks long-term capital appreciation through investing a substantial portion of its invested assets in securities of foreign issuers, growth-type companies and special investment opportunities, such as anticipated acquisitions, mergers or other unusual developments, which are considered by OFI, in its capacity as investment manager of the Funds, to have appreciation possibilities. The type of securities in which this Fund invests will be primarily common stocks, as well as securities having the investment characteristics of common stocks, such as convertible preferred stock, convertible bonds and American Depository Receipts. Current income is not an investment objective of the Oppenheimer Global Securities Fund. The Investment Advisers MassMutual serves as investment manager of each of the MML Funds pursuant to investment management agreements. Concert Capital Management, Inc. ("Concert") served as the investment sub-adviser to MML Equity Fund and the Equity Sector of the MML Blend Fund from 1993-1996. Concert merged with and into David L. Babson & Company, Inc. ("Babson") effective December 31, 1996. Both Concert and Babson are wholly-owned subsidiaries of Babson Acquisition 21 Corporation, which is a controlled subsidiary of MassMutual. Effective January 1, 1997, Babson became the investment sub-adviser to MML Equity Fund and the Equity Sector of the MML Blend Fund. Both MassMutual and Babson are registered investment advisers under the Investment Advisers Act of 1940. MassMutual entered into a sub-advisory agreement with Mellon Equity whereby Mellon Equity manages the investment and reinvestment of the assets of the MML Equity Index Fund. OppenheimerFunds, Inc. ("OFI") is an investment adviser organized under the laws of Colorado as a corporation; it was originally organized in 1959. It (including a subsidiary) currently advises U.S. investment companies with assets aggregating over $62 billion as of December 31, 1996, with over three million shareholder accounts. OFI is owned by Oppenheimer Acquisition Corporation, a holding company owned in part by senior management of OFI and ultimately controlled by MassMutual. OFI serves as investment adviser to the Oppenheimer Trust. OFI is registered as an investment adviser under the Investment Advisers Act of 1940. OFI serves as Investment Adviser to the Oppenheimer Funds. Citibank N.A., with its home office located at 111 Wall Street, New York, NY, 10005, acts as custodian for the MML Trust. Bank of New York, with its home office at One Wall Street, New York, NY 10015, acts as custodian for the Oppenheimer Trust. MassMutual is also the investment adviser to MassMutual Corporate Investors and MassMutual Participation Investors, closed-end investment companies, certain wholly-owned subsidiaries of MassMutual, and various employee benefit plans. MassMutual is the investment sub-adviser to Oppenheimer Investment Grade Bond Fund and Oppenheimer Value Stock Fund, open-end management investment companies. 22 Appendix A Definition of Terms Account Value: The sum of the Variable Account Value and the Fixed Account Value of the Policy. Administrative Office: MassMutual's Administrative Office is located at 1295 State Street, Springfield, Massachusetts 01111-0001. Attained Age: The Issue Age of an Insured plus the number of completed Policy Years. Beneficiary(ies): The person or persons specified by the Owner to receive some or all of the Death Benefit at the second death. Death Benefit: The amount paid following receipt of due proof of the death of both Insureds. The amount is equal to the benefit provided by the Death Benefit Option in effect on the date of the second death less any Policy Debt outstanding and any unpaid premium. Death Benefit Option: The Policy offers three Death Benefit Options for determination of the amount of the Death Benefit. The Death Benefit Option is elected at time of application and, subject to certain requirements, may be changed at a later date. Expense Premium: The level of Premium Payment used to determine the Premium Expense Charges, Surrender Charges, and Commission payments. The Expense Premium is based on the Issue Ages, sexes, and risk classifications of the Insureds, and the Death Benefit Option in effect at the time of any Premium payment or at the time of Surrender of the Policy. Fixed Account Value: The current Account Value which is allocated to the Guaranteed Principal Account. Free Look Period: The Period during which an Owner may return the Policy for cancellation and refund. Guaranteed Principal Account ("GPA"): Part of our General Account, the GPA is a fixed account to and from which the Owner may make allocations and transfers. Initial Face Amount: The amount of insurance coverage issued under the Policy. Subject to certain limitations, the Owner may change the Face Amount after issue. Initial Net Premium: The Premium received before or at delivery of the Policy, reduced by the Premium Expense Charge. Insureds: The two persons whose lives this Policy insures. Issue Age: The age of an Insured at his or her birthday nearest the Policy Date. Issue Date: The date on which the suicide and contestability periods begin. Minimum Death Benefit: The Death Benefit determined in accordance with the applicable Death Benefit Compliance Test. The applicable Test is either the Cash Value Test or the Guideline Premium Test, as chosen at the time of application. Monthly Charge Date: The monthly date on which the Monthly Charges for the Policy are deducted from the Account Value. The first Monthly Charge Date is the Policy Date, and subsequent Monthly Charge Dates are on the same day of each succeeding calendar month. Monthly Charges: The charges assessed against the Policy Account Value on each Monthly Charge Date. Net Premium: The premium payment less the Premium Expense Charge we deduct. Net Surrender Value: The amount payable to an Owner upon surrender of the Policy. It is equal to the Account Value less any surrender charges that apply and less any Policy Debt. Owner: The person or entity that owns the Policy. Policy: The survivorship flexible premium adjustable variable life insurance policy offered by MassMutual and described in this Prospectus. Policy Anniversary Date: An anniversary of the Policy Date. Policy Date: The date shown on the Policy that is the starting point for determining Policy Anniversary Dates, Policy Years, and Monthly Charge Dates. Policy Debt: All outstanding Policy loans plus accrued loan interest. Policy Year: A twelve-month period commencing with the Policy Date or a Policy Anniversary Date. Safety Test: On any day during the Guarantee Periods as shown on the Policy Specifications page of Your Policy, the Safety Test is met if the result of premiums paid less amounts withdrawn, accumulated with interest to that day, equals or exceeds the Guarantee Period premium requirement as shown on the Policy Specification page of Your Policy accumulated with interest to that date. Second Death: The death of the surviving Insured. Separate Account: The Policies' designated segment of the "MassMutual Variable Life Separate Account I" established by MassMutual under the laws of Massachusetts 23 and registered as a unit investment trust with the Securities and Exchange Commission pursuant to the Investment Company Act of 1940, as amended ("1940 Act"). The Separate Account is used to receive and invest Net Premiums for this Policy. Subsequent Net Premium: Any premium received after the Policy is delivered, reduced by the Premium Expense Charge Valuation Date: A date on which the net asset value of the shares of each Division of the Separate Account is determined. Generally, this will be any date on which the New York Stock Exchange (or its successor) is open for trading Valuation Period: The period, consisting of one or more days, from one Valuation Date to the next succeeding Valuation Date. Valuation Time: The time of the close of the New York Stock Exchange (currently 4:00 p.m. Eastern Time) on a Valuation Date. All actions that are to be performed on a Valuation Date will be performed as of the Valuation Time. Variable Account Value: The total of the values of the Accumulation Units credited to the Policy in each Division of the Separate Account multiplied by the Owner's number of units in that Division. We: Refers to MassMutual. Year of Coverage: For the Initial Face Amount, each Policy Year is a Year of Coverage. For any increase in the Face Amount, each Year of Coverage is measured from the effective date of the increase. You: Refers to the Owner 24 Appendix B Examples of Death Benefit Option Changes Example I - Change from Option 2 to Option 1 For a change from Option 2 to Option 1, the Face Amount is increased by the amount of the Account Value on the effective date of the change. For example, if the Policy has a Face Amount $500,000 and an Account Value of $25,000, the Death Benefit under Option 2 is equal to the Face Amount plus the Account Value, or $525,00. If the Owner changes from Option 2 to Option 1, the Death Benefit under Option 1 is equal to the Policy Face Amount. Since the Death Benefit under a Policy does not change as the result of a Death Benefit Option change, the Face Amount will be increased from $500,000 under Option 2 to $525,000 under Option 1. Example II - Change from Option 3 to Option 1 For a change from Option 3 to Option 1, the Face Amount is increased by the amount of the Premiums paid to the effective date of the change. For example, if a Policy has a Face Amount of $500,000, and premium payments of $12,000 have been made to-date, the Policy Death Benefit under Option 3 is equal to the Face Amount plus the Premiums paid, or $512,000. If the Owner changes from Option 3 to Option 1, the death Benefit under Option 1 is equal to the Policy Face Amount. Since the death Benefit under a Policy does not change as the result of a Death Benefit Option change, the Face Amount will be increased from $500,000 under Option 3 to $512,000 under Option 1. Example III- Change from Option 1 to Option 2 For a change from Option 1 to Option 2, the Face Amount will be decreased by the amount of Account Value on the effective date of the change. For example, if the policy has a Face Amount of $700,000 and an Account Value of $25,000, under Option 1 the Death Benefit is equal to the Face Amount, or $700,000. If the Owner changes from Option 1 to Option 2, the Death Benefit under Option 2 is equal to the Face Amount plus the Account Value. Since the Death Benefit does not change as the result of a Death Benefit Option change, the Face Amount will be decreased by $25,000 to $675,000, and the Death Benefit under Option 2 after the change will remain $700,000. Example IV - Change from Option 1 to Option 3 For a change from Option 1 to Option 3, the Face Amount will be decreased by the amount of the Premiums paid to the effective date of the change. For example, if the Policy has a Face Amount of $700,000 and Premiums paid to-date are $30,000, the Death Benefit under Option 1 is equal to the Face Amount, or $700,000. If the Owner changes from Option 1 to Option 3, the Death Benefit under Option 3 is equal to the Face Amount plus the premium paid to-date. Since the Death Benefit under a Policy does not change as the result of a Death Benefit Option change, the Face Amount will be decreased from $700,000 under Option 1 to $670,000 under Option 3. Example V - Change from Option 2 to Option 3, or from Option 3 to Option 2 For a change from Option 2 to Option 3 or from Option 3 to Option 2, the Face Amount is changed (increased or decreased) by the difference between the Account Value and the Premiums paid less any Premium refunds. For example, if the Policy has a Face Amount of $1,000,000, and Account Value of $70,000, and Premiums paid of $25,000, the Death Benefit under Option 2 is equal to the Account Value plus the Face Amount, or $1,070,000. If the Owner changes from Option 2 to Option 3, the Death Benefit under Option 3 is equal to the Face Amount plus the Premium paid less any Premium refunds. Since the Death Benefit under a Policy does not immediately change as the result of a Death Benefit Option change, the Face Amount will be increased by the difference between the Account Value and the Premiums paid, or $45,000, to $1,045,000 under Option 3, maintaining a Death Benefit of $1,070,000. A similar type of change would be made for a change from Option 3 to Option 2. 25 Appendix C Rates of Return From time to time, the Company may report different types of historical performance for the Divisions of the Separate Account available under the Policy. The company may report the average annualized total returns of the Funds over various time periods. Such returns will reflect an annual reduction for investment management fees and fund expenses, but not deductions at the Separate Account or policy level for mortality and expense risk charges and Policy expenses, which, if included, would reduce performance. The Company will accompany the returns of the Funds with at least one of the following: (I) returns, for the same periods as shown for the Funds, which include in addition to deduction of investment management fees and Fund expenses deductions under the Separate Account for the mortality and expense risk charge, but not other charges under the Policy; or (ii) an illustration of Account Values and Net Surrender Values as of the performance reporting date for hypothetical Insureds of given ages, sexes, risk classifications, premium level and Initial Face Amount. Each illustration will assume 100% of each Net Premium was allocated to the Division of the Separate Account illustrated. The Net Surrender Value figures will assume all fund charges, the mortality and expense risk charge, and all other policy charges are deducted. The Account Value figures will assume all chages except the Surrender Charge are deducted. We also may distribute sales literature comparing the percentage change in the net asset values of the Funds or in the Accumulation Unit Values for any of the Divisions of the Separate Account to established market indices, such as the Standard & Poor's 500 Stock Index and the Dow Jones Industrial Average. We also may make comparisons to the percentage change in values of other mutual funds with investment objectives similar to those of the Divisions of the Separate Account being compared. Table 1 following illustrates the performance information pertaining to a hypothetical Policy. These figures reflect deductions from premiums for Premium Load, Administrative Charges, and Mortality Charges, plus deductions from the Separate Account of current mortality and expense risk charges and Fund Operating Expenses. Tables 2 and 3 show the Effective Annual Rates of Return and One Year Total Returns, respectively, of the Funds based on the actual investment performance (after deduction of investment management fees and direct operating expenses) underlying each Division of the Separate Account. Table 2 shows figures for periods ended December 31, 1996, while Table 3 shows December 31 annualized figures. These rates do not reflect the mortality and expense risk charges assessed against the Separate Account. Tables 2 and 3 do not reflect deductions from premiums or Monthly Charges assessed against the Account Value of the Policies, nor do they reflect the Policy's Surrender Charges. (For a discussion of these charges, please see Charges and Deductions.) Therefore, these rates are not illustrative of how actual investment performance will affect the benefits under the Policy (see, however, Performance Illustration). The rates of return shown are not necessarily indicative of future performance. These rates of return may be considered, however, in assessing the competence and performance of the investment advisers. 26 TABLE 1 POLICY PERFORMANCE The chart below illustrates the Account Value, Net Surrender Value and Death Benefit of a hypothetical Survivorship Flexible Premium Adjustable Life Insurance Policy assuming the following: . The Policy was owned for the period illustrated . The Insureds are a male, select-preferred, age 45, and a female, select-preferred, age 45 . A Face Amount of $1,000,000 . Death Benefit Option 1 . Cash Value Test . An annual premium of $6,000 for 20 years . 100% allocation to the respective Fund for the period illustrated . Current expenses and mortality charges . No loans or withdrawals are taken from the Policy Historical Results* as of December 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------- MML MML MML MML Oppenheimer Oppenheimer Oppenheimer Oppenheimer Equity Blend Bond Money Global Capital Growth Strategic Market Appreciation Bond - ------------------------------------------------------------------------------------------------------------------------------- End of First Year Cumulative Premium 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 Account Value 4,427 4,151 3,685 3,761 4,320 4,423 4,644 4,069 Cash Surrender Value 0 0 0 0 0 0 0 0 Death Benefit 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 End of Fifth Year Cumulative Premium 30,000 30,000 30,000 30,000 30,000 30,000 30,000 --- Account Value 29,508 26,081 21,973 28,148 26,042 30,023 31,241 --- Cash Surrender Value 26,173 22,746 18,638 16,813 22,707 26,688 27,907 --- Death Benefit 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 --- End of Tenth Year Cumulative Premium 60,000 60,000 60,000 60,000 --- 60,000 60,000 --- Account Value 82,360 71,143 55,872 46,019 --- 94,605 85,483 --- Cash Surrender Value 81,804 70,588 55,264 45,463 --- 94,049 84,298 --- Death Benefit 1,000,000 1,000,000 1,000,000 1,000,000 --- 1,000,000 1,000,000 --- For a Policy Owned Since Inception Cumulative Premium 138,000 78,000 90,000 90,000 42,000 66,000 72,000 24,000 Account Value 700,359 124,176 126,644 94,914 38,789 112,102 123,344 17,404 Cash Surrender Value 700,359 124,176 126,644 94,914 36,566 112,102 123,344 13,514 Death Benefit 1,384,566 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
* Historical investment results and current charges are used to determine values; if guaranteed charges were used the results would be lower. The Account Value reflects premiums paid, plus investment earnings, less all charges. The Net Surrender Value is the Account Value minus surrender charges. 27 TABLE 2 EFFECTIVE ANNUAL RATES OF RETURN AS OF DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------ Fund Since 20 Years 15 Years 10 Years 5 Years 3 Years 1 Year Inception - ------------------------------------------------------------------------------------------------------------------------------------ MML Equity 14.22% 14.72% 16.01% 13.78% 14.71% 17.97% 20.25% MML Blend 13.13% --- --- 11.89% 11.55% 12.90% 13.95% MML Managed Bond 10.40% --- 10.54% 8.34% 7.27% 5.79% 3.25% MML Money Market 6.84% --- 6.83% 5.76% 4.13% 4.82% 5.01% Oppenheimer Global Securities 10.65% --- --- --- 12.38% 4.25% 17.80% Oppenheimer Capital Appreciation 15.66% --- --- 16.50% 16.68% 13.74% 20.16% Oppenheimer Growth 14.52% --- --- 14.32% 16.24% 19.99% 25.20% Oppenheimer Strategic Bond 9.94% --- --- 8.81% 7.68% 6.33% 4.80%
Dates of inception: MML Equity Fund - September 15, 1971 (performance information prior to 1974 is unavailable); MML Blend Fund - February 3, 1984; MML Managed Bond Funds - December 16, 1981; MML Money Market and Oppenheimer Global Securities Fund - November 12, 1990; Oppenheimer Capital Appreciation Fund - August 15, 1986; Oppenheimer Growth Fund - April 3, 1985; Oppenheimer Strategic Bond Fund - May 3, 1993. The MML Equity Index Fund did not commence operations until April 30, 1997, therefore performance figures are unavailable at this time. 28 TABLE 3 ONE YEAR TOTAL RETURNS
- ------------------------------------------------------------------------------------------------------------------------------------ Year MML Equity MML Money MML Bond MML Blend Oppenheimer Oppenheimer Oppenheimer Oppenheimer Ended Market Growth Strategic Capital Global Bond Appreciation Securities - ------------------------------------------------------------------------------------------------------------------------------------ 1996 20.25% 5.01% 3.25% 13.95% 25.20% 12.07% 20.16% 17.80% 1995 31.13% 5.58% 19.14% 23.28% 36.65% 15.33% 32.52% 2.24% 1994 4.10% 3.84% (3.76%) 2.48% 0.98% (5.85%) (7.50%) (5.72%) 1993 9.52% 2.75% 11.81% 9.70% 7.25% 4.25%* 27.32% 70.32% 1992 10.48% 3.48% 7.31% 9.36% 14.53% --- 15.42% (7.11%) 1991 25.56% 6.01% 16.66% 24.00% 25.54% --- 54.72% 3.39% 1990 (0.51%) 8.12% 8.38% 2.37% (8.21%) --- (16.32%) 0.40% 1989 23.04% 9.16% 12.83% 19.96% 23.59% --- 27.39% --- 1988 16.68% 7.39% 7.13% 13.40% 22.09% --- 13.41% --- 1987 2.10% 6.49% 2.60% 3.12% 3.32% --- 14.34% --- 1986 20.15% 6.60% 14.46% 18.30% 17.76% --- (1.65%)* --- 1985 30.54% 8.03% 19.94% 24.88% 9.50%* --- --- --- 1984 5.40% 10.39% 11.69% 8.24%* --- --- --- --- 1983 22.85% 8.97% 7.26% --- --- --- --- --- 1982 25.67% 11.12%* 22.79%* --- --- --- --- --- 1981 6.67% --- --- --- --- --- --- --- 1980 27.62% --- --- --- --- --- --- --- 1979 19.54% --- --- --- --- --- --- --- 1978 3.71% --- --- --- --- --- --- --- 1977 (0.52%) --- --- --- --- --- --- --- 1976 24.77% --- --- --- --- --- --- --- 1975 32.85% --- --- --- --- --- --- --- 1974 (17.61%)* --- --- --- --- --- --- --- - ------------------------------------------------------------------------------------------------------------------------------------
*since inception The MML Equity Index Fund did not commence operations until April 30, 1997, therefore performance figures are unavailable at this time. 29 Appendix D Illustration of Death Benefits, Net Surrender Values, and Accumulated Premiums The following tables illustrate the way in which a Policy operates. They show how the Death Benefit and Net Surrender Value could vary over an extended period of time assuming the Funds experience hypothetical gross rates of investment return (i.e., investment income and capital gains and losses, realized or unrealized), equivalent to constant gross annual rates of 0%, 6%, and 12%. The tables are based on annual premium payments of $5,000 for a combination of a Select-Preferred Male age 35 and a Select-Preferred Female age 35. Select-Preferred is MassMutual's best risk classification. Separate tables are shown for the current and guaranteed schedules of charges. These tables will assist in the comparison of Death Benefits and Net Surrender Values for the Policy with those of other variable life policies. The death Benefits and Net Surrender Values for a Policy would be different from the amounts shown if the rates of return averaged 0%, 6%, and 12% over a period of years, but varied above and below that average in individual Policy Years. They also would differ if any Policy loan were made during the period of time illustrated. The also would be different depending on the allocation of investment value to each Division. They would be different depending on the allocation of investment value to each Division if the rates of return for all Funds averaged 0%, 6%, and 12% but varied above or below that average for particular Funds. 30
Table 1 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 1 $1 million Initial Face Amount Current Schedule of Charges Guideline Premium Test Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ---------------------------------------------------------------------------------------------------------------------------- End of Premiums Policy Accumulated Year at 5% Interest Per Year 0% 6% 12% 0% 6% 12% - ---------------------------------------------------------------------------------------------------------------------------- 1 5,250 1,000,000 1,000,000 1,000,000 0 0 0 2 5,513 1,000,000 1,000,000 1,000,000 1,816 2,020 2,635 3 5,788 1,000,000 1,000,000 1,000,000 5,216 5,618 6,864 4 6,078 1,000,000 1,000,000 1,000,000 8,704 9,376 11,513 5 6,381 1,000,000 1,000,000 1,000,000 12,285 13,302 16,628 6 6,700 1,000,000 1,000,000 1,000,000 15,959 17,404 22,260 7 7,036 1,000,000 1,000,000 1,000,000 19,731 21,691 28,467 8 7,387 1,000,000 1,000,000 1,000,000 23,601 26,171 35,310 9 7,757 1,000,000 1,000,000 1,000,000 27,573 30,855 42,862 10 8,144 1,000,000 1,000,000 1,000,000 31,651 35,753 51,199 15 10,395 1,000,000 1,000,000 1,000,000 63,220 73,953 120,171 20 13,266 1,000,000 1,000,000 1,000,000 99,183 122,134 235,790 25 16,932 1,000,000 1,000,000 1,000,000 140,479 183,381 430,731 30 21,610 1,000,000 1,000,000 1,000,000 187,244 260,680 759,514 35 27,580 1,000,000 1,000,000 1,524,792 238,580 357,032 1,314,476 40 35,200 1,000,000 1,000,000 2,407,110 290,880 474,745 2,249,636 45 44,925 1,000,000 1,000,000 4,016,447 334,514 615,319 3,825,188 50 57,337 1,000,000 1,000,000 6,787,166 347,519 783,686 6,463,967 - ---------------------------------------------------------------------------------------------------------------------------- Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------------------------------------------------------- End of Policy Year 0% 6% 12% -------------------------------------------------------------------- 1 2,800 2,871 3,081 2 5,683 5,887 6,502 3 8,653 9,056 10,302 4 11,713 12,384 14,521 5 14,863 15,880 19,207 6 18,108 19,552 24,409 7 21,449 23,410 30,186 8 24,890 27,460 36,600 9 28,433 31,715 43,721 10 32,081 36,183 51,628 15 63,220 73,953 120,171 --------------------------------------------------------------------
31
Table 2 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 2 $1 million Initial Face Amount Current Schedule of Charges Guideline Premium Test Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ----------------------------------------------------------------------------------------------------------------------------- Premiums End of Accumulated Policy at 5% Interest Year Per Year 0% 6% 12% 0% 6% 12% - ----------------------------------------------------------------------------------------------------------------------------- 1 5,250 1,002,800 1,002,871 1,003,081 0 0 0 2 5,513 1,005,683 1,005,887 1,006,502 1,816 2,020 2,635 3 5,788 1,008,653 1,009,056 1,010,302 5,216 5,618 6,864 4 6,078 1,011,713 1,012,384 1,014,521 8,704 9,376 11,513 5 6,381 1,014,863 1,015,880 1,019,207 12,285 13,302 16,628 6 6,700 1,018,108 1,019,552 1,024,409 15,959 17,404 22,260 7 7,036 1,021,449 1,023,410 1,030,185 19,731 21,691 28,467 8 7,387 1,024,890 1,027,460 1,036,599 23,601 26,171 35,310 9 7,757 1,028,433 1,031,715 1,043,721 27,573 30,855 42,861 10 8,144 1,032,080 1,036,182 1,051,628 31,651 35,753 51,198 15 10,395 1,063,216 1,073,948 1,120,163 63,216 73,948 120,163 20 13,266 1,099,159 1,122,104 1,235,729 99,159 122,104 235,729 25 16,932 1,140,367 1,183,232 1,430,359 140,367 183,232 430,359 30 21,610 1,186,768 1,260,001 1,757,440 186,768 260,001 757,440 35 27,580 1,236,750 1,354,236 2,305,320 236,750 354,236 1,305,320 40 35,200 1,284,383 1,464,026 3,218,424 284,383 464,026 2,218,424 45 44,925 1,313,499 1,577,200 4,729,675 313,499 577,200 3,729,675 50 57,337 1,287,706 1,659,707 7,211,777 287,706 659,707 6,211,777 - ----------------------------------------------------------------------------------------------------------------------------- Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------------------------------------------------------- End of Policy Year 0% 6% 12% -------------------------------------------------------------------- 1 2,800 2,871 3,081 2 5,683 5,887 6,502 3 8,653 9,056 10,302 4 11,713 12,384 14,521 5 14,863 15,880 19,207 6 18,108 19,552 24,409 7 21,449 23,410 30,185 8 24,890 27,460 36,599 9 28,433 31,715 43,721 10 32,080 36,182 51,628 15 63,216 73,948 120,163 --------------------------------------------------------------------
32
Table 3 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 3 $1 million Initial Face Amount Current Schedule of Charges Guideline Premium Test Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ----------------------------------------------------------------------------------------------------------------------------- Premiums End of Accumulated Policy at 5% Interest Year Per Year 0% 6% 12% 0% 6% 12% - ----------------------------------------------------------------------------------------------------------------------------- 1 5,250 1,005,000 1,005,000 1,005,000 0 0 0 2 5,513 1,010,000 1,010,000 1,010,000 1,816 2,020 2,635 3 5,788 1,015,000 1,015,000 1,015,000 5,216 5,618 6,864 4 6,078 1,020,000 1,020,000 1,020,000 8,704 9,376 11,513 5 6,381 1,025,000 1,025,000 1,025,000 12,285 13,302 16,628 6 6,700 1,030,000 1,030,000 1,030,000 15,959 17,404 22,260 7 7,036 1,035,000 1,035,000 1,035,000 19,730 21,691 28,467 8 7,387 1,040,000 1,040,000 1,040,000 23,601 26,171 35,310 9 7,757 1,045,000 1,045,000 1,045,000 27,573 30,855 42,861 10 8,144 1,050,000 1,050,000 1,050,000 31,650 35,752 51,198 15 10,395 1,075,000 1,075,000 1,075,000 63,215 73,947 120,165 20 13,266 1,100,000 1,100,000 1,100,000 99,156 122,106 235,755 25 16,932 1,125,000 1,125,000 1,125,000 140,369 183,262 430,579 30 21,610 1,150,000 1,150,000 1,150,000 186,824 260,224 758,912 35 27,580 1,175,000 1,175,000 1,523,256 237,110 355,421 1,313,152 40 35,200 1,200,000 1,200,000 2,404,722 286,023 469,389 2,247,403 45 44,925 1,225,000 1,225,000 4,012,496 319,309 598,423 3,821,425 50 57,337 1,250,000 1,250,000 6,780,523 302,320 732,906 6,457,641 - ----------------------------------------------------------------------------------------------------------------------------- Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------------------------------------------------------- End of Policy Year 0% 6% 12% -------------------------------------------------------------------- 1 2,800 2,871 3,081 2 5,683 5,887 6,502 3 8,653 9,056 10,302 4 11,713 12,384 14,521 5 14,863 15,880 19,207 6 18,108 19,552 24,409 7 21,449 23,410 30,185 8 24,890 27,460 36,599 9 28,433 31,714 43,721 10 32,080 36,182 51,628 15 63,215 73,947 120,165 --------------------------------------------------------------------
33
Table 4 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 1 $1 million Initial Face Amount Guaranteed Schedules of Mortality and Expense Charges Guideline Premium Test and Current Fund Level Charges Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ----------------------------------------------------------------------------------------------------------------------------- Premiums End of Accumulated Policy at 5% Interest Year Per Year 0% 6% 12% 0% 6% 12% - ----------------------------------------------------------------------------------------------------------------------------- 1 5,250 1,000,000 1,000,000 1,000,000 0 0 0 2 5,513 1,000,000 1,000,000 1,000,000 1,816 1,955 2,567 3 5,788 1,000,000 1,000,000 1,000,000 5,214 5,488 6,723 4 6,078 1,000,000 1,000,000 1,000,000 8,701 9,156 11,265 5 6,381 1,000,000 1,000,000 1,000,000 12,277 12,965 16,232 6 6,700 1,000,000 1,000,000 1,000,000 15,944 16,920 21,669 7 7,036 1,000,000 1,000,000 1,000,000 19,707 21,027 27,624 8 7,387 1,000,000 1,000,000 1,000,000 23,566 25,293 34,150 9 7,757 1,000,000 1,000,000 1,000,000 27,523 29,723 41,306 10 8,144 1,000,000 1,000,000 1,000,000 31,581 34,323 49,154 15 10,395 1,000,000 1,000,000 1,000,000 60,212 67,193 110,080 20 13,266 1,000,000 1,000,000 1,000,000 92,486 107,000 208,861 25 16,932 1,000,000 1,000,000 1,000,000 128,814 155,285 369,929 30 21,610 1,000,000 1,000,000 1,000,000 168,231 212,540 632,657 35 27,580 1,000,000 1,000,000 1,233,464 207,595 277,620 1,063,331 40 35,200 1,000,000 1,000,000 1,891,218 238,671 345,553 1,767,494 45 44,925 1,000,000 1,000,000 3,063,515 241,040 402,957 2,917,633 50 57,337 1,000,000 1,000,000 5,017,235 170,883 423,854 4,778,319 - ----------------------------------------------------------------------------------------------------------------------------- Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------------------------------------------------------- End of Policy Year 0% 6% 12% -------------------------------------------------------------------- 1 2,800 2,848 3,058 2 5,683 5,822 6,434 3 8,652 8,926 10,160 4 11,709 12,164 14,273 5 14,855 15,543 18,810 6 18,093 19,068 23,817 7 21,426 22,746 29,343 8 24,855 26,582 35,439 9 28,383 30,582 42,165 10 32,010 34,753 49,584 15 60,212 67,193 110,080 --------------------------------------------------------------------
34
Table 5 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 2 $1 million Initial Face Amount Guaranteed Schedules of Mortality and Expense Charges Guideline Premium Test and Current Fund Level Charges Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ----------------------------------------------------------------------------------------------------------------------------- Premiums Accumulated at 5% End of Interest Per Policy Year Year 0% 6% 12% 0% 6% 12% - ----------------------------------------------------------------------------------------------------------------------------- 1 5,250 1,002,800 1,002,848 1,003,058 0 0 0 2 5,513 1,005,683 1,005,822 1,006,434 1,816 1,955 2,567 3 5,788 1,008,652 1,008,926 1,010,160 5,214 5,488 6,723 4 6,078 1,011,709 1,012,164 1,014,273 8,701 9,156 11,265 5 6,381 1,014,855 1,015,543 1,018,810 12,276 12,965 16,232 6 6,700 1,018,093 1,019,068 1,023,817 15,944 16,919 21,669 7 7,036 1,021,425 1,022,746 1,029,342 19,707 21,027 27,623 8 7,387 1,024,854 1,026,581 1,035,438 23,565 25,292 34,149 9 7,757 1,028,381 1,030,581 1,042,163 27,522 29,721 41,303 10 8,144 1,032,008 1,034,750 1,049,581 31,578 34,321 49,151 15 10,395 1,060,196 1,067,175 1,110,049 60,196 67,175 110,049 20 13,266 1,092,409 1,106,909 1,208,672 92,409 106,909 208,672 25 16,932 1,128,498 1,154,896 1,368,945 128,498 154,896 368,945 30 21,610 1,167,061 1,211,038 1,627,959 167,061 211,038 627,959 35 27,580 1,203,670 1,272,318 2,043,246 203,670 272,318 1,043,246 40 35,200 1,226,625 1,328,238 2,701,524 226,625 328,238 1,701,524 45 44,925 1,207,839 1,350,771 3,727,931 207,839 350,771 2,727,931 50 57,337 1,096,363 1,286,146 5,306,228 96,363 286,146 4,306,228 - ----------------------------------------------------------------------------------------------------------------------------- Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------------------------------------------------------- End of Policy Year 0% 6% 12% -------------------------------------------------------------------- 1 2,800 2,848 3,058 2 5,683 5,822 6,434 3 8,652 8,926 10,160 4 11,709 12,164 14,273 5 14,855 15,543 18,810 6 18,093 19,068 23,817 7 21,425 22,746 29,342 8 24,854 26,581 35,438 9 28,381 30,581 42,163 10 32,008 34,750 49,581 15 60,196 67,175 110,049 --------------------------------------------------------------------
35
Table 6 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 3 $1 million Initial Face Amount Guaranteed Schedules of Mortality and Expense Charges Guideline Premium Test and Current Fund Level Charges Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ----------------------------------------------------------------------------------------------------------------------------- Premiums Accumulated at 5% End of Interest Per Policy Year Year 0% 6% 12% 0% 6% 12% - ----------------------------------------------------------------------------------------------------------------------------- 1 5,250 1,005,000 1,005,000 1,005,000 0 0 0 2 5,513 1,010,000 1,010,000 1,010,000 1,816 1,955 2,567 3 5,788 1,015,000 1,015,000 1,015,000 5,214 5,488 6,723 4 6,078 1,020,000 1,020,000 1,020,000 8,701 9,156 11,265 5 6,381 1,025,000 1,025,000 1,025,000 12,276 12,965 16,232 6 6,700 1,030,000 1,030,000 1,030,000 15,944 16,919 21,668 7 7,036 1,035,000 1,035,000 1,035,000 19,706 21,026 27,623 8 7,387 1,040,000 1,040,000 1,040,000 23,565 25,292 34,149 9 7,757 1,045,000 1,045,000 1,045,000 27,521 29,721 41,303 10 8,144 1,050,000 1,050,000 1,050,000 31,577 34,319 49,150 15 10,395 1,075,000 1,075,000 1,075,000 60,190 67,170 110,053 20 13,266 1,100,000 1,100,000 1,100,000 92,394 106,902 208,738 25 16,932 1,125,000 1,125,000 1,125,000 128,475 154,925 369,457 30 21,610 1,150,000 1,150,000 1,150,000 167,089 211,322 631,007 35 27,580 1,175,000 1,175,000 1,228,179 204,014 273,784 1,058,775 40 35,200 1,200,000 1,200,000 1,883,248 227,999 334,060 1,760,045 45 44,925 1,225,000 1,225,000 3,050,733 210,153 369,498 2,905,460 50 57,337 1,250,000 1,250,000 4,996,428 85,132 330,023 4,758,503 - ----------------------------------------------------------------------------------------------------------------------------- Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------------------------------------------------------- End of Policy Year 0% 6% 12% -------------------------------------------------------------------- 1 2,800 2,848 3,058 2 5,683 5,822 6,434 3 8,652 8,926 10,160 4 11,709 12,164 14,273 5 14,855 15,543 18,810 6 18,093 19,068 23,817 7 21,425 22,745 29,342 8 24,854 26,581 35,438 9 28,381 30,580 42,162 10 32,007 34,749 49,580 15 60,190 67,170 110,053 --------------------------------------------------------------------
36
Table 7 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 1 $1 million Initial Face Amount Current Schedule of Charges Cash Value Test Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ----------------------------------------------------------------------------------------------------------------------------- Premiums Accumulated at 5% End of Interest Per Policy Year Year 0% 6% 12% 0% 6% 12% - ----------------------------------------------------------------------------------------------------------------------------- 1 5,250 1,000,000 1,000,000 1,000,000 0 0 0 2 5,513 1,000,000 1,000,000 1,000,000 1,432 2,020 2,635 3 5,788 1,000,000 1,000,000 1,000,000 4,473 5,618 6,864 4 6,078 1,000,000 1,000,000 1,000,000 7,490 9,376 11,513 5 6,381 1,000,000 1,000,000 1,000,000 10,482 13,302 16,628 6 6,700 1,000,000 1,000,000 1,000,000 13,449 17,404 22,260 7 7,036 1,000,000 1,000,000 1,000,000 16,391 21,691 28,467 8 7,387 1,000,000 1,000,000 1,000,000 19,309 26,171 35,310 9 7,757 1,000,000 1,000,000 1,000,000 22,202 30,855 42,862 10 8,144 1,000,000 1,000,000 1,000,000 25,070 35,753 51,199 15 10,395 1,000,000 1,000,000 1,000,000 47,432 73,953 120,171 20 13,266 1,000,000 1,000,000 1,000,000 68,213 122,134 235,790 25 16,932 1,000,000 1,000,000 1,124,089 87,641 183,381 430,718 30 21,610 1,000,000 1,000,000 1,653,812 105,040 260,680 758,589 35 27,580 1,000,000 1,000,000 2,408,839 118,562 357,032 1,307,466 40 35,200 1,000,000 1,000,000 3,511,373 123,208 474,745 2,219,011 45 44,925 1,000,000 1,000,000 5,176,059 106,435 615,319 3,714,262 50 57,337 1,000,000 1,000,000 7,731,279 38,463 783,686 6,128,596 - ----------------------------------------------------------------------------------------------------------------------------- Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------------------------------------------------------- End of Policy Year 0% 6% 12% -------------------------------------------------------------------- 1 2,662 2,871 3,081 2 5,299 5,887 6,502 3 7,911 9,056 10,302 4 10,498 12,384 14,521 5 13,060 15,880 19,207 6 15,597 19,552 24,409 7 18,110 23,410 30,186 8 20,598 27,460 36,600 9 23,061 31,715 43,721 10 25,499 36,183 51,628 15 47,432 73,953 120,171 --------------------------------------------------------------------
37
Table 8 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 2 $1 million Initial Face Amount Current Schedule of Charges Cash Value Test Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ----------------------------------------------------------------------------------------------------------------------------- Premiums Accumulated at 5% End of Interest Per Policy Year Year 0% 6% 12% 0% 6% 12% - ----------------------------------------------------------------------------------------------------------------------------- 1 5,250 1,002,662 1,002,871 1,003,081 0 0 0 2 5,513 1,005,299 1,005,887 1,006,502 1,432 2,020 2,635 3 5,788 1,007,911 1,009,056 1,010,302 4,473 5,618 6,864 4 6,078 1,010,498 1,012,384 1,014,521 7,490 9,376 11,513 5 6,381 1,013,060 1,015,880 1,019,207 10,482 13,302 16,628 6 6,700 1,015,597 1,019,552 1,024,409 13,449 17,404 22,260 7 7,036 1,018,110 1,023,410 1,030,185 16,391 21,691 28,467 8 7,387 1,020,598 1,027,460 1,036,599 19,309 26,171 35,310 9 7,757 1,023,061 1,031,715 1,043,721 22,201 30,855 42,861 10 8,144 1,025,499 1,036,182 1,051,628 25,069 35,753 51,198 15 10,395 1,047,429 1,073,948 1,120,163 47,429 73,948 120,163 20 13,266 1,068,198 1,122,104 1,235,729 68,198 122,104 235,729 25 16,932 1,087,575 1,183,232 1,430,359 87,575 183,232 430,359 30 21,610 1,104,788 1,260,001 1,757,440 104,788 260,001 757,440 35 27,580 1,117,699 1,354,236 2,404,724 117,699 354,236 1,305,232 40 35,200 1,120,534 1,464,026 3,505,463 120,534 464,026 2,215,276 45 44,925 1,099,284 1,577,200 5,167,423 99,284 577,200 3,708,065 50 57,337 1,024,489 1,659,707 7,718,448 24,489 659,707 6,118,425 - ----------------------------------------------------------------------------------------------------------------------------- Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------------------------------------------------------- End of Policy Year 0% 6% 12% -------------------------------------------------------------------- 1 2,662 2,871 3,081 2 5,299 5,887 6,502 3 7,911 9,056 10,302 4 10,498 12,384 14,521 5 13,060 15,880 19,207 6 15,597 19,552 24,409 7 18,110 23,410 30,185 8 20,598 27,460 36,599 9 23,061 31,715 43,721 10 25,499 36,182 51,628 15 47,429 73,948 120,163 --------------------------------------------------------------------
38
Table 9 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 3 $1 million Initial Face Amount Current Schedule of Charges Cash Value Test Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ----------------------------------------------------------------------------------------------------------------------------- End of Premiums Policy Year Accumulated at 5% Interest Per Year 0% 6% 12% 0% 6% 12% - ----------------------------------------------------------------------------------------------------------------------------- 1 5,250 1,005,000 1,005,000 1,005,000 0 0 0 2 5,513 1,010,000 1,010,000 1,010,000 1,432 2,020 2,635 3 5,788 1,015,000 1,015,000 1,015,000 4,473 5,618 6,864 4 6,078 1,020,000 1,020,000 1,020,000 7,490 9,376 11,513 5 6,381 1,025,000 1,025,000 1,025,000 10,482 13,302 16,628 6 6,700 1,030,000 1,030,000 1,030,000 13,449 17,404 22,260 7 7,036 1,035,000 1,035,000 1,035,000 16,391 21,691 28,467 8 7,387 1,040,000 1,040,000 1,040,000 19,309 26,171 35,310 9 7,757 1,045,000 1,045,000 1,045,000 22,201 30,855 42,861 10 8,144 1,050,000 1,050,000 1,050,000 25,069 35,752 51,198 15 10,395 1,075,000 1,075,000 1,075,000 47,427 73,947 120,165 20 13,266 1,100,000 1,100,000 1,100,000 68,190 122,106 235,755 25 16,932 1,125,000 1,125,000 1,125,000 87,546 183,262 430,579 30 21,610 1,150,000 1,150,000 1,653,293 104,680 260,224 758,351 35 27,580 1,175,000 1,175,000 2,408,103 117,313 355,421 1,307,066 40 35,200 1,200,000 1,200,000 3,510,316 119,122 469,389 2,218,342 45 44,925 1,225,000 1,225,000 5,174,514 93,794 598,423 3,713,153 50 57,337 1,250,000 1,250,000 7,728,983 1,559 732,906 6,126,776 - ---------------------------------------------------------------------------------------------------------------------------
Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------------------------------------------------------- End of Policy Year 0% 6% 12% -------------------------------------------------------------------- 1 2,662 2,871 3,081 2 5,299 5,887 6,502 3 7,911 9,056 10,302 4 10,498 12,384 14,521 5 13,060 15,880 19,207 6 15,597 19,552 24,409 7 18,110 23,410 30,185 8 20,598 27,460 36,599 9 23,061 31,714 43,721 10 25,499 36,182 51,628 15 47,427 73,947 120,165 --------------------------------------------------------------------
39
Table 10 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 1 $1 million Initial Face Amount Guaranteed Schedules of Mortality and Expense Charges Cash Value Test and Current Fund Level Charges Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ----------------------------------------------------------------------------------------------------------------------------- Premiums End of Accumulated Policy at 5% Interest Year Per Year 0% 6% 12% 0% 6% 12% - ------------ --------------- --------------- --------------- ---------------- --------------- --------------- --------------- 1 5,250 1,000,000 1,000,000 1,000,000 0 0 0 2 5,513 1,000,000 1,000,000 1,000,000 1,816 1,955 2,567 3 5,788 1,000,000 1,000,000 1,000,000 5,214 5,488 6,723 4 6,078 1,000,000 1,000,000 1,000,000 8,701 9,156 11,265 5 6,381 1,000,000 1,000,000 1,000,000 12,277 12,965 16,232 6 6,700 1,000,000 1,000,000 1,000,000 15,944 16,920 21,669 7 7,036 1,000,000 1,000,000 1,000,000 19,707 21,027 27,624 8 7,387 1,000,000 1,000,000 1,000,000 23,566 25,293 34,150 9 7,757 1,000,000 1,000,000 1,000,000 27,523 29,723 41,306 10 8,144 1,000,000 1,000,000 1,000,000 31,581 34,323 49,154 15 10,395 1,000,000 1,000,000 1,000,000 60,212 67,193 110,080 20 13,266 1,000,000 1,000,000 1,000,000 92,486 107,000 208,861 25 16,932 1,000,000 1,000,000 1,000,000 128,814 155,285 369,929 30 21,610 1,000,000 1,000,000 1,377,134 168,231 212,540 631,679 35 27,580 1,000,000 1,000,000 1,939,280 207,595 277,620 1,052,599 40 35,200 1,000,000 1,000,000 2,722,063 238,671 345,553 1,720,207 45 44,925 1,000,000 1,000,000 3,843,661 241,040 402,957 2,758,153 50 57,337 1,000,000 1,000,000 5,478,609 170,883 423,854 4,342,902 - ------------ --------------- --------------- --------------- ---------------- --------------- --------------- ---------------
Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------- --------------- --------------- --------------- End of Policy Year 0% 6% 12% -------------------- --------------- --------------- --------------- 1 2,800 2,848 3,058 2 5,683 5,822 6,434 3 8,652 8,926 10,160 4 11,709 12,164 14,273 5 14,855 15,543 18,810 6 18,093 19,068 23,817 7 21,426 22,746 29,343 8 24,855 26,582 35,439 9 28,383 30,582 42,165 10 32,010 34,753 49,584 15 60,212 67,193 110,080 -------------------- --------------- --------------- ---------------
40
Table 11 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 2 $1 million Initial Face Amount Guaranteed Schedules of Mortality and Expense Charges Cash Value Test and Current Fund Level Charges Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ------------ --------------- --------------- --------------- ---------------- --------------- --------------- --------------- Premiums End of Accumulated Policy at 5% Interest Year Per Year 0% 6% 12% 0% 6% 12% - ------------ --------------- --------------- --------------- ---------------- --------------- --------------- --------------- 1 5,250 1,002,800 1,002,848 1,003,058 0 0 0 2 5,513 1,005,683 1,005,822 1,006,434 1,816 1,955 2,567 3 5,788 1,008,652 1,008,926 1,010,160 5,214 5,488 6,723 4 6,078 1,011,709 1,012,164 1,014,273 8,701 9,156 11,265 5 6,381 1,014,855 1,015,543 1,018,810 12,276 12,965 16,232 6 6,700 1,018,093 1,019,068 1,023,817 15,944 16,919 21,669 7 7,036 1,021,425 1,022,746 1,029,342 19,707 21,027 27,623 8 7,387 1,024,854 1,026,581 1,035,438 23,565 25,292 34,149 9 7,757 1,028,381 1,030,581 1,042,163 27,522 29,721 41,303 10 8,144 1,032,008 1,034,750 1,049,581 31,578 34,321 49,151 15 10,395 1,060,196 1,067,175 1,110,049 60,196 67,175 110,049 20 13,266 1,092,409 1,106,909 1,208,672 92,409 106,909 208,672 25 16,932 1,128,498 1,154,896 1,368,945 128,498 154,896 368,945 30 21,610 1,167,061 1,211,038 1,627,959 167,061 211,038 627,959 35 27,580 1,203,670 1,272,318 2,043,246 203,670 272,318 1,043,246 40 35,200 1,226,625 1,328,238 2,701,524 226,625 328,238 1,701,524 45 44,925 1,207,839 1,350,771 3,800,131 207,839 350,771 2,726,917 50 57,337 1,096,363 1,286,146 5,416,925 96,363 286,146 4,294,004 - ------------ --------------- --------------- --------------- ---------------- --------------- --------------- ---------------
Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------- --------------- --------------- --------------- End of Policy Year 0% 6% 12% -------------------- --------------- --------------- --------------- 1 2,800 2,848 3,058 2 5,683 5,822 6,434 3 8,652 8,926 10,160 4 11,709 12,164 14,273 5 14,855 15,543 18,810 6 18,093 19,068 23,817 7 21,425 22,746 29,342 8 24,854 26,581 35,438 9 28,381 30,581 42,163 10 32,008 34,750 49,581 15 60,196 67,175 110,049 -------------------- --------------- --------------- ---------------
41
Table 12 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy Male and Female Each Issue Age 35, Select-Preferred $5,000 Annual Premium Death Benefit Option 3 $1 million Initial Face Amount Guaranteed Schedules of Mortality and Expense Charges Cash Value Test and Current Fund Level Charges Death Benefit Assuming Net Surrender Value Assuming Hypothetical Gross Annual Hypothetical Gross Annual Investment Return Of: Investment Return Of: - ------------ --------------- --------------- --------------- ---------------- --------------- --------------- --------------- Premiums Accumulated End of at 5% Policy Interest Per Year Year 0% 6% 12% 0% 6% 12% - ------------ --------------- --------------- --------------- ---------------- --------------- --------------- --------------- 1 5,250 1,005,000 1,005,000 1,005,000 0 0 0 2 5,513 1,010,000 1,010,000 1,010,000 1,816 1,955 2,567 3 5,788 1,015,000 1,015,000 1,015,000 5,214 5,488 6,723 4 6,078 1,020,000 1,020,000 1,020,000 8,701 9,156 11,265 5 6,381 1,025,000 1,025,000 1,025,000 12,276 12,965 16,232 6 6,700 1,030,000 1,030,000 1,030,000 15,944 16,919 21,668 7 7,036 1,035,000 1,035,000 1,035,000 19,706 21,026 27,623 8 7,387 1,040,000 1,040,000 1,040,000 23,565 25,292 34,149 9 7,757 1,045,000 1,045,000 1,045,000 27,521 29,721 41,303 10 8,144 1,050,000 1,050,000 1,050,000 31,577 34,319 49,150 15 10,395 1,075,000 1,075,000 1,075,000 60,190 67,170 110,053 20 13,266 1,100,000 1,100,000 1,100,000 92,394 106,902 208,738 25 16,932 1,125,000 1,125,000 1,125,000 128,475 154,925 369,457 30 21,610 1,150,000 1,150,000 1,374,941 167,089 211,322 630,673 35 27,580 1,175,000 1,175,000 1,936,275 204,014 273,784 1,050,968 40 35,200 1,200,000 1,200,000 2,717,916 227,999 334,060 1,717,586 45 44,925 1,225,000 1,225,000 3,837,865 210,153 369,498 2,753,994 50 57,337 1,250,000 1,250,000 5,470,402 85,132 330,023 4,336,396 - ------------ --------------- --------------- --------------- ---------------- --------------- --------------- ---------------
Account Value Assuming Hypothetical Gross Annual Investment Return Of: -------------------- --------------- --------------- --------------- End of Policy Year 0% 6% 12% -------------------- --------------- --------------- --------------- 1 2,800 2,848 3,058 2 5,683 5,822 6,434 3 8,652 8,926 10,160 4 11,709 12,164 14,273 5 14,855 15,543 18,810 6 18,093 19,068 23,817 7 21,424 22,745 29,342 8 24,854 26,581 35,438 9 28,381 30,580 42,162 10 32,007 34,749 49,580 15 60,190 67,170 110,053 -------------------- --------------- --------------- ---------------
42 Appendix E Directors of MassMutual Roger G. Ackerman, Director Chairman and Chief Executive Officer, Corning, Inc., since 1996, President and Chief Operating Officer 1990-1996, One Riverfront Plaza - HQE 2, Corning, NY 14831. James R. Birle, Director President and Founder, Resolute Partners, LLC, since 1994, 2 Greenwich Plaza - Suite 100, Greenwich CT 06830; General Partner, Blackstone group, 1988-1994. Frank C. Carlucci, III, Director Chairman, The Carlyle Group, Inc., since 1989, 1001 Pennsylvania Avenue, N.W. - Suite 220S, Washington DC 20004. Gene Q. Chao, Director Chairman, President and CEO, Computer Projections, Inc., since 1991, 733 SW Vista Avenue, Portland, OR 97205-1203. Patricia Diaz Dennis, Director Senior Vice President and Assistant General Counsel, SBC Communications Inc., since 1995, 175 East Houston, Room 4-A-70, San Antonio, TX 87205; Special Counsel, Sullivan & Cromwell, 1993-1995; Assistant Secretary of State for Human Rights and Humanitarian Affairs, U.S. Department of State, 1992-1993. Anthony Downs, Director Senior Fellow, The Brookings Institution, since 1977, 1775 Massachusetts Ave., N.W., Washington DC 20036-2188. James L. Dunlap, Director President and Chief Operating Officer, United Meridian Corporation, since 1196, 1201 Louisiana - Suite 1400, Houston, TX 77002-5603; Senior Vice President, Texaco, Inc. 1987-1996. William B. Ellis, Director Senior Fellow, Yale University School of Forestry and Environmental Studies, since 1995, 31 Pound Foolish Lane, Glastonbury, CT 06033; Chairman and Chief Executive Officer, Northeast Utilities, 1983-1995. Robert M. Furek, Director President and Chief Executive Officer, Heublein, Inc., 1987-1996, 100 Pearl Street - 14th Floor, Hartford, CT 06103-4506. Charles K. Gifford, Director Chief Executive Officer, First National Bank of Boston and The Bank of Boston Corporation, since 1996, Chairman, President and CEO 1995-1996, President and CEO 1989-1995, 100 Federal Street, Boston, MA 02110. William N. Griggs, Director Managing Director, Griggs & Santow, Inc., since 1983, 75 Wall Street - 20th Floor, New York, NY 10005. 43 George B. Harvey, Director Chairman, President and CEO, Pitney Bowes, 1983-1996, 663 Ponus Ridge, New Canaan, CT 06840. Barbara B. Hauptfuhrer, Director Director of various corporations, since 1972, 1700 Old Welsh Road, Huntington Valley, PA 19006. Sheldon B. Lubar, Director Chairman, Lubar & Co. Incorporated, since 1977, 777 East Wisconsin Avenue -- Suite 3380, Milwaukee, WI 53202. William B. Marx, Jr., Director Senior Executive Vice President, Lucent Technologies 1996, 600 Mountain Avenue - -- Room 6A-502, Murray Hill, NJ 07974; Executive Vice President and CEO Multimedia Products Group, AT&T, 1994-1996; Executive Vice President and CEO, Network Systems Group, 1993-1994; Group Executive and President, AT&T Network Systems, 1989-1993. John F. Maypole, Director Managing Partner, Peach State Real Estate Holding Company, since 1984, PO Box 1223, Toccoa, GA 30577. Donald F. McCullough, Director Retired Chairman and Chief Executive Officer, Collins & Aikman Corp., since 1988, 210 Madison Avenue, New York, NY 10016. John J. Pajak, Director, President and Chief Operating Officer President and Chief Operating Officer, MassMutual, since 1996; Vice Chairman and Chief Administrative Officer, 1996; Executive Vice President, 1987-1996, 1295 State Street, Springfield, MA 01111. Thomas B. Wheeler, Director, Chairman and Chief Executive Officer Chairman and Chief Executive Officer, MassMutual, since 1996; President and Chief Executive Officer, 1988-1996, 1295 State Street, Springfield, MA 01111. Alfred M. Zeien, Director Chairman and Chief Executive Officer, The Gillette Company, since 1991, Prudential Tower, Boston, MA 02199. Executive Vice Presidents Lawrence V. Burkett, Jr., Director, President and Chief Executive Officer Director, President and Chief Executive Officer, C.M. Life, since 1996; Executive Vice President and General Counsel, MassMutual, since 1993; Senior Vice President and Deputy General Counsel, MassMutual, 1992-1993. John B. Davies, Director Director, C.M. Life, since 1996; Executive Vice President, MassMutual since 1994; Associate Executive Vice President, 1994; General Agent, MassMutual, 1982-1993. Daniel J. Fitzgerald, Director President and CEO, MassMutual International, since 1997; Director, C.M. Life, since 1996; Executive Vice President, Corporate Financial Operations, MassMutual, 1994-1997; Senior Vice President, MassMutual, 1991-1994. 44 John V. Murphy Executive Vice President, MassMutual, since 1997; Executive Vice President and Chief Operating Officer, David L. Babson & Co., Inc., 1995-1997; Chief Operating Officer, Concert Capital Management, Inc., 1993-1995, 1295 State Street, Springfield, MA 01111; Senior Vice President and Chief Financial Officer, Liberty Financial Companies, 1977-1993. Gary E. Wendlandt Executive Vice President and Chief Investment Officer, MassMutual, since 1993; Executive Vice President, 1992-1993; Senior Vice President, 1983-1992, 1295 State Street, Springfield, MA 01111. 45 PART II INFORMATION NOT REQUIRED IN PROSPECTUS UNDERTAKING TO FILE REPORTS Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission (the "Commission") such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section. RULE 484 UNDERTAKING Article V of the Bylaws of MassMutual provide for indemnification of directors and officers as follows: Article V. Subject to limitations of law, the Company shall indemnify: (a) each director, officer or employee; (b) any individual who serves at the request of the Company as Secretary, a director, board member, committee member, officer or employee of any organization or any separate investment account; or (c) any individual who serves in any capacity with respect to any employee benefit plan; from and against all loss, liability and expense imposed upon or incurred by such person in connection with any action, claim or proceeding of any nature whatsoever, in which such person may be involved or with which he or she may be threatened, by reason of any alleged act, omission or otherwise while serving in any such capacity. Indemnification shall be provided although the person no longer serves in such capacity and shall include protection for the person's heirs and legal representatives. Indemnities hereunder shall include, but not be limited to, all costs and reasonable counsel fees, fines, penalties, judgments or awards of any kind, and the amount of reasonable settlements, whether or not payable to the Company or to any of the other entities described in the preceding paragraph, or to the policyholders or security holders thereof. Notwithstanding the foregoing, no indemnification shall be provided with respect to: (1) any matter as to which the person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Company or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; (2) any liability to any entity which is registered as an investment company under the Federal Investment Company Act of 1940 or to the security holders thereof, where the basis for such liability is willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office; and (3) any action, claim or proceeding voluntarily initiated by any person seeking indemnification, unless such action, claim or proceeding had been authorized by the Board of Directors or unless such person's indemnification is awarded by vote of the Board of Directors. In any matter disposed of by settlement or in the event of an adjudication which in the opinion of the General Counsel or his delegate does not make a sufficient determination of conduct which could preclude or permit indemnification in accordance with the preceding paragraphs (1), (2) and (3), the person shall be entitled to indemnification unless, as determined by the majority of the disinterested directors or in the opinion of counsel (who may be an officer of the Company or outside counsel employed by the Company), such person's conduct was such as precludes indemnification under any of such paragraphs. The Company may at its option indemnify for expenses incurred in connection with any action or proceeding in advance of its final disposition, upon receipt of a satisfactory undertaking for repayment if it be subsequently determined that the person thus indemnified is not entitled to indemnification under this Article V. Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. REPRESENTATION UNDER SECTION 26(e)(2)(A) OF THE INVESTMENT COMPANY ACT OF 1940 Massachusetts Mutual Life Insurance Company hereby represents that the fees and charges deducted under the flexible premium variable whole life insurance policies described in this Registration Statement in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Massachusetts Mutual Life Insurance Company. CONTENTS OF FILING This Registration Statement is comprised of the following documents: The Facing Sheet. Cross-Reference to items required by Form N-8B-2. The Prospectus consisting of 45 pages. The Undertaking to File Reports. The Undertaking pursuant to Rule 484 under the Securities Act of 1933. Representation under Section 26(e)(2)(a) of the Investment Company Act of 1940. The Signatures. Written Consents of the Following Persons: 1. To be filed: Coopers & Lybrand, L.L.P., independent accountants; 2. Counsel opining as to the legality of securities being registered; 3. Opinion and consent of Craig Waddington, FSA, MAAA, opining as to actuarial matters contained in the Registration Statement. The following Exhibits: 99. The following Exhibits correspond to those required by Paragraph A of the instructions as to Exhibits in Form N-8B-2: (1) (a) Resolution of Board of Directors of MassMutual establishing the Separate Account.* (b) Resolution of the Board of Directors establishing the SVUL segment of the Separate Account. (2) Not Applicable. (3) Form of Distribution Agreements: (a) Form of Distribution Servicing Agreement between MML Distributors, LLC and MassMutual.** (b) Form of Co-Underwriting Agreement between MML Investors Services, Inc. and MassMutual.** (4) Not Applicable. (5) Form of Survivorship Flexible Premium Adjustable Variable Life Policy. (6) (a) Certificate of Incorporation of MassMutual.* (b) By-Laws of MassMutual.* (7) Not Applicable. (8) Not Applicable. (9) Not Applicable. (10) To be filed: Form of Application for a Survivorship Flexible Premium Adjustable Variable Life insurance policy. (11) To be filed: Memorandum describing MassMutual issuance, transfer, and redemption procedures for the Policy. 99.2 Opinion and Consent of Counsel as to the legality of the securities being registered. 3. No financial statement will be omitted from the Prospectus pursuant to Instruction 1(b) or (c) of Part I. 4. Not Applicable. 99.C.1 To be filed: Consent of Coopers & Lybrand L.L.P. 99.C.6 Opinion and consent of Craig Waddington, FSA, MAAA, as to actuarial matters pertaining to the securities being registered. 99.5 Powers of Attorney** 27 Not Applicable *Incorporated by reference to Initial Registration Statement of the Separate Account filed with the Commission on February 28, 1997. (Registration No. 333- 22557) **Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 33-89798 filed with the Commission on May 1, 1997. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, all in the city of Springfield and the Commonwealth of Massachusetts, on the 5th day of December, 1997. MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (Depositor) By: /s/ Thomas B. Wheeler* ----------------------------------- Thomas B. Wheeler, Chief Executive Officer Massachusetts Mutual Life Insurance Company /s/ Richard M. Howe On December 5, 1997, as Attorney-in-Fact pursuant to - -------------------- powers of attorney filed herewith. *Richard M. Howe As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the duties indicated.
Signature Title Date --------- ----- ---- /s/ Thomas B. Wheeler* Chief Executive Officer and December 5, 1997 - --------------------------- Chairman of the Board Thomas B. Wheeler /s/ John J. Pajak* President, Chief Operating December 5, 1997 - --------------------------- Officer and Director John J. Pajak /s/ Daniel J. Fitzgerald* Executive Vice President, December 5, 1997 - --------------------------- Chief Financial Officer & Daniel J. Fitzgerald Chief Accounting Officer /s/ Roger G. Ackerman* Director December 5, 1997 - --------------------------- Roger G. Ackerman /s/ James R. Birle* Director December 5, 1997 - --------------------------- James R. Birle /s/ Frank C. Carlucci, III* Director December 5, 1997 - --------------------------- Frank C. Carlucci, III /s/ Gene Chao* Director December 5, 1997 - --------------------------- Gene Chao, Ph.D. /s/ Patricia Diaz Dennis* Director December 5, 1997 - ---------------------------- Patricia Diaz Dennis
/s/ Anthony Downs* Director December 5, 1997 - ---------------------------- Anthony Downs /s/ James L. Dunlap* Director December 5, 1997 - ------------------------------ James L. Dunlap /s/ William B. Ellis* Director December 5, 1997 - ------------------------------ William B. Ellis, Ph.D. /s/ Robert M. Furek* Director December 5, 1997 - ------------------------------ Robert M. Furek /s/ Charles K. Gifford* Director December 5, 1997 - ------------------------------ Charles K. Gifford /s/ William N. Griggs* Director December 5, 1997 - ------------------------------ William N. Griggs /s/ George B. Harvey* Director December 5, 1997 - ------------------------------ George B. Harvey /s/ Barbara B. Hauptfuhrer* Director December 5, 1997 - ------------------------------ Barbara B. Hauptfuhrer /s/ Sheldon B. Lubar* Director December 5, 1997 - ------------------------------ Sheldon B. Lubar /s/ William B. Marx, Jr.* Director December 5, 1997 - ------------------------------ William B. Marx, Jr. /s/ John F. Maypole* Director December 5, 1997 - ------------------------------ John F. Maypole /s/ Donald F. McCullough* Director December 5, 1997 - ------------------------------ Donald F. McCullough /s/ Alfred M. Zeien* Director December 5, 1997 - ------------------------------ Alfred M. Zeien /s/ Richard M. Howe On December 5, 1997, as Attorney-in-Fact - ------------------------------ pursuant to powers of attorney filed herewith. *Richard M. Howe
EXHIBIT LIST 99(1)(b) Resolution of the Board of Directors establishing the SVUL segment of the Separate Account. 99(5) Form of Survivorship Flexible Premium Adjustable Variable Life Policy. 99.2 Opinion and Consent of Richard M. Howe, Esq. 99.C.6 Form of Opinion and Consent of Craig Waddington, FSA, MAAA EX-99.(1)(B) 2 RESOLUTION OF BOARD OF DIRECTORS EXHIBIT 99(1)(b) CERTIFICATE ----------- The undersigned hereby certifies that he is the Secretary of Massachusetts Mutual Life Insurance Company (the "Company"); that the following vote was adopted by the Investment Committee of the Board of Directors of the Company at a meeting duly held on the 12th day of November, 1997; and that said vote has been neither rescinded nor modified, but remains in full force and effect: VOTED: That in connection with the development of a new survivorship variable universal life insurance product (the "SVUL Policy"), the Company establish a segment of Massachusetts Mutual Variable Life Separate Account I (the "Separate Account") in order to invest contributions received under the SVUL Policy; that the appropriate officers of the Company be, and each acting singly hereby is, authorized to execute all documents or take any other action which said officer deems necessary or advisable in order to permit the sale of the SVUL Policy, including the filing of registration statements or amendments thereto with the United States Securities and Exchange Commission or other appropriate regulatory authorities; and that the chief executive officer or the chief operating officer of the Company be, and each acting singly hereby is, authorized to establish additional segments of the Separate Account or further divide any segment of the Separate Account into additional divisions, as such officer in his discretion deems necessary or appropriate. IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of the Company this 24th day of November, 1997. /s/ Thomas J. Finnegan, Jr. -------------------------------------- Secretary EX-99.(5) 3 FORM OF SURVIVORSHIP FLEXIBLE PREMIUM ADJ. VAR. LIFE [LOGO OF MASSMUTUAL APPEARS HERE] Exhibit 99.(5) Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, Massachusetts 01111-0001 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy - -------------------------------------------------------------------------------- INSURED NO. 1 JANE C. DOE INSURED NO. 2 JOHN A. DOE POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789 ISSUE DATE JULY 1, 1998 INITIAL FACE AMOUNT $500,000 - -------------------------------------------------------------------------------- Dear Policy Owner: READ YOUR POLICY CAREFULLY. It has been written in readable language to help you understand its terms. We have used examples to explain some of its provisions. These examples do not reflect the actual amounts or status of this policy. As you read through the policy, remember the words "we," "us," and "our" refer to Massachusetts Mutual Life Insurance Company. We will, subject to the terms of this policy, pay the death benefit to the Beneficiary when due proof of the death of both Insureds has been received at our Home Office. However, due proof of the first death must be furnished when it occurs. The terms of this policy are contained on this and the following pages. For service and information on this policy, contact the agent who sold the policy, any of our agency offices, or our Home Office. YOU HAVE THE RIGHT TO RETURN THIS POLICY. If you decide not to keep this policy, return it within 10 days after you receive it, or within 10 days after you receive the notice of right to withdraw, or within 45 days after the date of the Part 1 of the application for this policy, whichever is latest. It may be returned by delivering or mailing it to our Home Office, to any of our agency offices, or to the agent who sold the policy. Then, the policy will be as though it had never been issued. We will promptly refund (a) any premium paid for this policy, plus (b) interest credited to this policy under the Guaranteed Principal Account, plus or minus (c) an amount that reflects the investment experience of the investment divisions of the Separate Account under this policy to the date the policy is received by us, minus (d) any amounts withdrawn and any policy debt. Signed for Massachusetts Mutual Life Insurance Company. Sincerely yours, /s/ John J. Pajak /s/ Thomas J. Finnegan, Jr. PRESIDENT SECRETARY This Policy provides that: A death benefit is payable when both Insureds have died. Within specified limits, flexible premiums may be paid while either Insured is living. Annual dividends may be paid. The amount of death benefit and the duration of insurance coverage may be fixed or variable as described in Parts 3 and 5. The variable account value of the policy may increase or decrease in accordance with the experience of the Separate Account. There are no minimum guarantees as to the variable account value. The fixed account value of the policy earns interest at a rate not less than the minimum described in the Interest On Fixed Account Value provision. Policy Summary This Summary briefly describes some of the major policy provisions. Since it does not go into detail, the actual provisions will prevail. See the provisions for full information and any limits that may apply. The "Table Of Contents" shows where the provisions may be found. This is a variable universal life insurance policy on the lives of two Insureds. We will pay a death benefit if both Insureds die while the policy is in force. "In force" means that the insurance has not terminated. "Variable" means that values depend on the investment performance of the Separate Account shown in the Policy Specifications and are not guaranteed as to dollar amount. "Universal life" means that, subject to the limits and conditions stated in the policy, the amount of insurance may be adjusted and flexible premium payments may be made. Premiums for this policy are flexible. After the first premium has been paid, there is no requirement that any specific amount of premium be paid on any date. Instead, within the limits stated in the policy, any amount may be paid on any date during the lifetime of either Insured. Premiums are applied to increase the value of this policy. Monthly charges are deducted from the value of this policy each month. If the value cannot cover the monthly charges for a month and premiums paid do not meet certain requirements, the policy may terminate at the end of 62 days. There is, however, a right to reinstate the policy. Other rights available while either Insured is living include the rights to: . Change the Owner or any Beneficiary; . Assign this policy; . Change the Face Amount; . Change the Death Benefit Option; . Make loans; . Make withdrawals; . Surrender this policy; . Allocate net premiums among the Guaranteed Principal Account and the divisions of the Separate Account; and . Transfer values between the Guaranteed Principal Account and the divisions of the Separate Account. This policy also includes a number of Payment Options. They provide alternate ways for us to pay the death benefit or the amount payable upon surrender of the policy. TABLE OF CONTENTS Policy Specifications
Page No. -------- Part 1. - The Basics Of This Policy.................................... 1 The Parties Involved - Owner, Insureds, Beneficiary, Irrevocable Beneficiary........................................................ 1 Dates - Policy Date, Policy Anniversary Date, Policy Year, Monthly Charge Date, Issue Date, Valuation Date, Valuation Period, Valuation Time, Register Date...................................... 1 Policy A Legal Contract.............................................. 2 Contract Representations And Contestability.......................... 2 Misstatement Of Age Or Gender........................................ 3 Death By Suicide..................................................... 3 Meaning Of In - Force................................................ 3 Meaning Of Second Death.............................................. 4 Simultaneous Deaths.................................................. 4 Face Amount.......................................................... 4 Year Of Coverage..................................................... 4 Ages - Issue Age, Attained Age....................................... 4 Written Request...................................................... 4 Currency............................................................. 4 Home Office.......................................................... 4 Part 2. - Premium Payments............................................. 4 The First Premium.................................................... 4 Planned Premiums..................................................... 4 Premium Flexibility And Premium Notices.............................. 5 Premium Notices...................................................... 5 Where To Pay Premiums................................................ 5 Right to Refund Premiums............................................. 5 Net Premium.......................................................... 5 Allocation of Net Premiums........................................... 6 Part 3. - Accounts, Values, and Charges................................ 6 The Separate Account and The Guaranteed Principal Account............ 6 The Separate Account................................................. 6 Changes in the Separate Account...................................... 7 Accumulation Units................................................... 7 Purchase and Sale of Accumulation Units.............................. 7 The Guaranteed Principal Account..................................... 7 Values of This Policy................................................ 8 Account Value of Policy.............................................. 8 Variable Account Value Of Policy..................................... 8 Fixed Account Value Of Policy........................................ 8 Interest On Fixed Account Value...................................... 8 Monthly Policy Charges............................................... 9 Monthly Charges...................................................... 9 Administrative Charge................................................ 9 Face Amount Charge................................................... 9 Insurance Charge..................................................... 9 Rider Charge......................................................... 10 Grace Period And Termination......................................... 11 Safety Test.......................................................... 11 Part 4. - Life Benefits................................................ 12 Policy Ownership..................................................... 12 Rights Of Owner...................................................... 12
Page No. -------- Changing The Owner Or Beneficiary.................................... 12 Transfers Of Values.................................................. 12 Assigning This Policy................................................ 13 This Policy's Share in Dividends..................................... 13 Policy is Participating.............................................. 13 How Dividends May Be Used............................................ 13 Dividend After Death Of Insureds..................................... 13 Right To Change The Face Amount...................................... 13 Increases In The Face Amount......................................... 14 Decreases In The Face Amount......................................... 14 Evidence Of Changes.................................................. 14 Borrowing Against This Policy........................................ 14 Right To Make Loans.................................................. 14 Effect Of Loan....................................................... 15 Maximum Loan Available............................................... 15 Interest On Loans.................................................... 15 Policy Debt Limit.................................................... 16 Repayment Of Policy Debt............................................. 16 Other Borrowing Rules................................................ 16 Surrendering This Policy And Making Withdrawals Right To Surrender... 17 Net Surrender Value.................................................. 17 Making Withdrawals................................................... 17 How We Pay........................................................... 18 Reinstating This Policy.............................................. 18 When Reinstatement Can Be Made....................................... 18 Requirements To Reinstate............................................ 18 Policy After Reinstatement........................................... 18 Reports To Owner..................................................... 19 Annual Report........................................................ 19 Part 5. - The Death Benefit............................................ 19 Amount of Death Benefit.............................................. 19 Death Benefit Options................................................ 19 Minimum Death Benefit................................................ 20 Changes in the Death Benefit Option.................................. 20 When We Pay.......................................................... 20 Interest on Death Benefit............................................ 21 Part 6. - Payment Options.............................................. 21 Availability Of Options.............................................. 21 Minimum Amounts...................................................... 21 Description Of Options............................................... 21 Options 1, 2, 3, 4, 5, 6............................................. 21 Alternate Life Income................................................ 22 Electing a Payment Option............................................ 22 Effective Date and Payment Dates..................................... 22 Withdrawals And Changes.............................................. 22 Income Protection.................................................... 22 Other Payment Option Rules........................................... 23 Part 7. - Notes On Our Computations.................................... 23 Net Investment Factor................................................ 23 Accumulation Unit Value.............................................. 24 Adjustment of Units And Values....................................... 24 Basis of Computation................................................. 24 Method of Computing Values........................................... 24 Payment Option Rates Tables.......................................... 25-31
TABLE OF CONTENTS (continued) Any riders and endorsements, and a copy of the application for the policy, follow page 31. - --------------------------------------------------------------------------------
For additional important terms used in this policy, see the following provisions: Term Provision Page No. - ---- --------- -------- Death Benefit Factor Minimum Death Benefit 20 Expense Premium Net Premium 5 Guarantee Periods Safety Test 11 Guarantee Premiums Safety Test 11 Insurance Risk Insurance Charge 9 Loan Interest Rate Expense Charge Interest On The Fixed Account Value 8 Minimum Annual Interest Rate For The Interest On The Fixed Account Value 8 Guaranteed Principal Account Policy Debt Right To Make Loans 14 Premium Expense Charge Net Premium 5 Separate Account Charge for Mortality And Net Investment Factor 23 Expense Risk Surrender Charges Net Surrender Value 17 Withdrawal Fee Making Withdrawals 17
- -------------------------------------------------------------------------------- POLICY SPECIFICATIONS SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY
ISSUE AGE GENDER INSURED NO. 1 JANE C. DOE 35 FEMALE INSURED NO. 2 JOHN A. DOE 35 MALE POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789 ISSUE DATE JULY 1, 1998 INITIAL FACE AMOUNT $500,000
RISK CLASSES SEE THE TABLE(S) OF MAXIMUM MONTHLY INSURANCE CHARGES - -------------------------------------------------------------------------------- Subject to the terms of this policy, the Face Amount is adjustable. If the Face Amount is adjusted, then revised or additional Policy Specifications will be sent. DEATH BENEFIT OPTION (See Part 5 of this policy.) 1 MONTHLY CHARGE DATES 1st day of each month FIRST PREMIUM $5,000.00 PLANNED PREMIUM $5,000.00 PLANNED PREMIUM FREQUENCY Annual GUARANTEE PERIOD First 5 Policy Years GUARANTEE PREMIUM $1,574.00 POLICY CHARGES AND FEES: MAXIMUM PREMIUM EXPENSE CHARGE 13% of premium payments up to Expense DURING EACH YEAR OF COVERAGE (See Net Premium; 3% of excess premium Premium provision in Part 2.) payments MAXIMUM MONTHLY ADMINISTRATIVE CHARGE* $12.00 MAXIMUM MONTHLY FACE AMOUNT CHARGE* BY YEAR OF COVERAGE Years 1 - 10 $0.13 Years 11 and later $0.00 MAXIMUM MONTHLY INSURANCE CHARGE* See the Table(s) Of Maximum Monthly Insurance Charges RIDER CHARGES* See the Policy Specifications for the Rider(s), if any MAXIMUM LOAN INTEREST RATE EXPENSE CHARGE 2.00% MAXIMUM WITHDRAWAL FEE $25.00 per withdrawal SURRENDER CHARGE See the Table(s) Of Surrender Charges MAXIMUM SEPARATE ACCOUNT CHARGE FOR Daily equivalent of 0.90% effective MORTALITY AND EXPENSE RISK** annual rate
*For more information, see the "Monthly Policy Charges" section in Part 3 of this policy. **For more information, see the Net Investment Factor provision in Part 7 of this policy. NOTE: Timely payment of planned premiums does not guarantee that this policy will stay in force until both Insureds have died. POLICY SPECIFICATIONS PAGE 1 OF 8 - -------------------------------------------------------------------------------- POLICY SPECIFICATIONS SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY INSURED NO. 1 JANE C. DOE INSURED NO. 2 JOHN A. DOE POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789 ISSUE DATE JULY 1, 1998 - -------------------------------------------------------------------------------- LIMIT ON PREMIUM PAYMENTS IN ANY POLICY YEAR: - --------------------------------------------- The maximum limit for premium payments in any Policy Year is the largest premium that would not exceed the LIMIT ON TOTAL PREMIUM PAYMENTS stated below or, if less, the greatest of: . $4,400.00; . The amount of premiums paid in the preceding Policy Year; and . The largest premium that would not increase the Insurance Risk. LIMIT ON TOTAL PREMIUM PAYMENTS: - -------------------------------- As of any date, the maximum limit on the sum of the premiums paid under this policy is the greater of items A and B below. This limit may be revised if the policy is changed. These changes include, but are not limited to, withdrawals, changing the Face Amount or Death Benefit Option, and adding or deleting benefit riders. If the limit is revised, new Policy Specifications will be sent. A. $ 40,032.00; B. $ 3,868.00 multiplied by the result of one (1) plus the number of full Policy Years elapsed. LIMITATION ON NET PREMIUM ALLOCATIONS AND TRANSFERS: - ---------------------------------------------------- While this policy is in force, the cumulative limit on the number of distinct Separate Account divisions to which net premiums are allocated and transfers are made is 16. ADDITIONAL LIMITATIONS ON TRANSFERS (See Transfers Of Values provision in - ----------------------------------- Part 4.) Transfers must be in whole-number percentages or in dollar-and-cent amounts. Transfers of values from the Guaranteed Principal Account to the Separate Account (excluding any transfer on the day after the Issue Date) are limited to one each Policy Year. After that day, any transfer from the Guaranteed Principal Account cannot exceed 25% of the fixed account value of this policy (less any policy debt) on the date of transfer. As needed to comply with Section 404(c) of ERISA, we reserve the right to limit transfers such that no transfers may be made for at least 90 days after the preceding transfer. Any such limitation would not apply to a transfer of all funds in the Separate Account to the Guaranteed Principal Account, to transfers resulting from a policy loan, or to automated transfers in connection with any program the Company has in place. POLICY SPECIFICATIONS PAGE 2 OF 8 - -------------------------------------------------------------------------------- POLICY SPECIFICATIONS SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY INSURED NO. 1 JANE C. DOE INSURED NO. 2 JOHN A. DOE POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789 ISSUE DATE JULY 1, 1998 - -------------------------------------------------------------------------------- SEPARATE ACCOUNT INFORMATION (See The Separate Account provision in Part 3.) - ---------------------------- The Separate Account referred to in this policy is Massachusetts Mutual Variable Life Separate Account I. The divisions of the Separate Account are: MML Equity Oppenheimer Capital Appreciation MML Money Market Oppenheimer Growth MML Managed Bond Oppenheimer Global Securities MML Blend Oppenheimer Strategic Bond MML Equity Index The types of investments and the objectives for each division are given in the Prospectus. MINIMUM ANNUAL INTEREST RATE FOR THE 3.00% GUARANTEED PRINCIPAL ACCOUNT LOAN INTEREST RATE (See Interest On Loans in Part 4.) [Variable or 5.0%] MINIMUM FACE AMOUNT $500,000 MINIMUM FACE AMOUNT INCREASE $50,000 RIDER(S) ATTACHED TO THIS POLICY: - --------------------------------- None POLICY SPECIFICATIONS PAGE 3 OF 8 - -------------------------------------------------------------------------------- POLICY SPECIFICATIONS SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY INSURED NO. 1 JANE C. DOE INSURED NO. 2 JOHN A. DOE POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789 ISSUE DATE JULY 1, 1998 - -------------------------------------------------------------------------------- EXPENSE PREMIUM: $2,152.00 TABLE OF MAXIMUM MONTHLY INSURANCE CHARGES RATES PER THOUSAND OF INSURANCE RISK RISK CLASSES: INSURED NO. 1: PREFERRED NON-TOBACCO INSURED NO. 2: PREFERRED NON-TOBACCO
ATTAINED ATTAINED ATTAINED AGE OF THE AGE OF THE AGE OF THE YOUNGER MONTHLY YOUNGER MONTHLY YOUNGER MONTHLY INSURED RATE INSURED RATE INSURED RATE ------- ---- ------- ---- ------- ---- 35 0.00002 57 0.00964 79 0.63554 36 0.00006 58 0.01144 80 0.76934 37 0.00010 59 0.01358 81 0.93261 38 0.00016 60 0.01616 82 1.13343 39 0.00022 61 0.01928 83 1.38047 40 0.00030 62 0.02316 84 1.67843 41 0.00040 63 0.02804 85 2.03303 42 0.00052 64 0.03412 86 2.44749 43 0.00066 65 0.04148 87 2.92813 44 0.00082 66 0.05031 88 3.47679 45 0.00102 67 0.06074 89 4.10303 46 0.00124 68 0.07295 90 4.81445 47 0.00151 69 0.08746 91 5.62502 48 0.00183 70 0.10516 92 6.55747 49 0.00220 71 0.12818 93 7.64951 50 0.00265 72 0.15490 94 9.00787 51 0.00318 73 0.19006 95 10.85216 52 0.00384 74 0.23416 96 13.65662 53 0.00463 75 0.28828 97 18.46654 54 0.00558 76 0.35383 98 27.61923 55 0.00672 77 0.43218 99 46.54633 56 0.00807 78 0.52494
The above rates are based on the following mortality tables: INSURED NO. 1 - Commissioners 1980 Standard Ordinary Nonsmoker Mortality Table - Female INSURED NO. 2 - Commissioners 1980 Standard Ordinary Nonsmoker Mortality Table - Male Rates for Attained Ages above 99 equal the rate for Attained Age 99. POLICY SPECIFICATIONS PAGE 4 OF 8 - -------------------------------------------------------------------------------- POLICY SPECIFICATIONS SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY INSURED NO. 1 JANE C. DOE INSURED NO. 2 JOHN A. DOE POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789 ISSUE DATE JULY 1, 1998 - -------------------------------------------------------------------------------- TABLE OF SURRENDER CHARGES
IF SURRENDER OCCURS IN POLICY YEAR SURRENDER CHARGE ----------- ---------------- 1 $2,152.00 2 $1,937.00 3 $1,721.00 4 $1,506.00 5 $1,291.00 6 $1,076.00 7 $861.00 8 $646.00 9 $430.00 10 $215.00 11 and later $0.00
POLICY SPECIFICATIONS PAGE 5 OF 8 - -------------------------------------------------------------------------------- POLICY SPECIFICATIONS SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY INSURED NO. 1 JANE C. DOE INSURED NO. 2 JOHN A. DOE POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789 ISSUE DATE JULY 1, 1998 - -------------------------------------------------------------------------------- DEATH BENEFIT FACTORS
ATTAINED ATTAINED ATTAINED AGE OF THE AGE OF THE AGE OF THE YOUNGER YOUNGER YOUNGER INSURED FACTOR INSURED FACTOR INSURED FACTOR ------- ------ ------- ------ ------- ------ 35 2.50 57 1.42 79 1.05 36 2.50 58 1.38 80 1.05 37 2.50 59 1.34 81 1.05 38 2.50 60 1.30 82 1.05 39 2.50 61 1.28 83 1.05 40 2.50 62 1.26 84 1.05 41 2.43 63 1.24 85 1.05 42 2.36 64 1.22 86 1.05 43 2.29 65 1.20 87 1.05 44 2.22 66 1.19 88 1.05 45 2.15 67 1.18 89 1.05 46 2.09 68 1.17 90 1.05 47 2.03 69 1.16 91 1.04 48 1.97 70 1.15 92 1.03 49 1.91 71 1.13 93 1.02 50 1.85 72 1.11 94 1.01 51 1.78 73 1.09 95 1.00 52 1.71 74 1.07 96 1.00 53 1.64 75 1.05 97 1.00 54 1.57 76 1.05 98 1.00 55 1.50 77 1.05 99 1.00 56 1.46 78 1.05
These Death Benefit Factors are used to determine the amount of the minimum death benefit. Death Benefit Factors for Attained Ages above 99 equal the Factor for Attained Age 99. For more information, see Part 5 of this policy. POLICY SPECIFICATIONS PAGE 6 OF 8 - -------------------------------------------------------------------------------- POLICY SPECIFICATIONS SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY INSURED NO. 1 JANE C. DOE INSURED NO. 2 JOHN A. DOE POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789 ISSUE DATE JULY 1, 1998 - -------------------------------------------------------------------------------- OWNER INFORMATION OWNER - ----- THE INSUREDS JOINTLY OR THE SURVIVING INSURED POLICY SPECIFICATIONS PAGE 7 OF 8 - -------------------------------------------------------------------------------- POLICY SPECIFICATIONS SURVIVORSHIP FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY INSURED NO. 1 JANE C. DOE INSURED NO. 2 JOHN A. DOE POLICY DATE JULY 1, 1998 POLICY NUMBER 123456789 ISSUE DATE JULY 1, 1998 - -------------------------------------------------------------------------------- BENEFICIARY INFORMATION BENEFICIARY - ----------- JAMES B. DOE, SON OF THE INSUREDS POLICY SPECIFICATIONS PAGE 8 OF 8 Part 1. The Basics Of This Policy In this Part, we discuss some definitions and insurance concepts necessary to understand this policy. The words "we," "us," and "our" refer to Massachusetts Mutual Life Insurance Company. The Parties The Owner is the person who owns this policy, as shown Involved - in our records. The Owner has the right to exercise Owner, Insureds, rights and privileges and to receive benefits under the Beneficiary, terms of this policy during the lifetime of either Irrevocable Insured. If the Owner designated under the terms of Beneficiary this policy is not living and if the policy does not provide otherwise, the Owner will be the estate of the last Owner to die. For more information about the rights and benefits available to the Owner, see the "Policy Ownership" section in Part 4. The Insureds are the two persons whose lives this policy insures. An Insured may be the Owner of this policy, or someone else may be the Owner. Example: You buy a policy insuring your own life and your spouse's life, and naming yourself as Owner. In this case, you are both an Insured and the Owner. If you buy a policy insuring two other lives and naming yourself as the Owner, then the Owner is not an Insured. A Beneficiary is any person named in our records to receive the death benefit after both Insureds have died. There may be different classes of Beneficiaries, such as primary and secondary. These classes set the order of payment. There may be more than one Beneficiary in a class. Example: Elizabeth is named as primary (first) Beneficiary. Rachel and David are named as Beneficiaries in the secondary class. If Elizabeth is alive when the second death occurs, she receives the death benefit. If Elizabeth is not alive but Rachel and David are alive when the second death occurs, Rachel and David receive the death benefit. Any Beneficiary may be named an Irrevocable Beneficiary. An Irrevocable Beneficiary is one whose consent is needed to change that Beneficiary. Also, this Beneficiary must consent to the exercise of certain other policy rights. If no Beneficiary designated under this policy survives both Insureds, the Beneficiary will be the Owner unless the policy states otherwise. The interest of any Beneficiary will be subject to any assignment of this policy that is binding on us and to any payment option in effect at the time of the second death. See the "Policy Ownership" section in Part 4, and see "Part 6. - Payment Options." Dates - Policy Date, The Policy Date is shown in the Policy Specifications. Policy Anniversary It is the starting point for determining Policy Date, Policy Year, Anniversary Dates, Policy Years, and Monthly Charge Monthly Charge Dates. The first Policy Anniversary Date is one year Date, Issue Date, after the Policy Date. The period from the Policy Date Valuation Date, to the first Policy Anniversary Date, or from one Polic Valuation Period, Anniversary Date to the next, is called a Policy Year. Valuation Time, Register Date The Monthly Charge Dates are the dates on which we deduct monthly charges for this policy. The first Monthly Charge Date is the Policy Date. Subsequent Monthly Charge Dates are the same day of each month thereafter. Page 1 Example: The Policy Date is June 10, 19X7. The first Policy Anniversary Date is one year later, June 10, 19X8. The period from June 10, 19X7, through June 9, 19X8, is a Policy Year. The first Monthly Charge Date is June 10, 19X7. The next Monthly Charge Date is one month later, July 10, 19X7. The Issue Date is also shown in the Policy Specifications. The Issue Date starts the contestability and suicide periods. We discuss contestability and suicide later in this Part. A Valuation Date is any date on which the New York Stock Exchange (or its successor) is open for trading. A Valuation Period is the period of time from the end of one Valuation Date to the end of the next Valuation Date. A Valuation Time is the time the New York Stock Exchange (or its successor) closes on a Valuation Date. All actions that are to be performed on a Valuation Date will be performed as of the Valuation Time. The Register Date is the date on which we first allocate net premium payments for this policy among the Guaranteed Principal Account and the divisions of the Separate Account. It is the Valuation Date that is on, or next follows, the later of: . The day after the Issue Date; and . The day we receive the first premium for this policy at our Administrative Office. Policy A Legal This policy is a legal contract between the Owner and Contract us. The entire contract consists of the policy, which includes the application and any rider(s) and endorsement(s) the policy has. We have issued this policy in return for the application and the payment of the first premium. Any changes or waiver of its terms must be in writing and signed by our Secretary or an Assistant Secretary to be valid. A copy of the initial application is attached to and made a part of this policy. Any subsequent applications requesting changes in the policy also will become part of the contract; copies of any such applications will be sent to the Owner for attachment to the policy. Representations We rely on all statements made by or for either or both And Insureds in the application(s). Legally, those Contestability statements are considered to be representations and not warranties. We can bring legal action to contest the validity of this policy, or any policy change requiring evidence of insurability, for any material misrepresentation of a fact. To do so, however, the misrepresentation must have been in the initial application or in a subsequent application, and a copy of that application must have been attached to (or sent to the Owner for attachment to) and made a part of this policy. The initial Policy Specifications are attached to this policy when issued. If a policy change is made, we will send to the Owner any revised or additional Policy Specifications for attachment to the policy. Except for any policy change or reinstatement requiring evidence of insurability, we cannot contest the validity of this policy: Page 2 . With respect to any material misrepresentation in the application regarding the insurability of Insured No. 1, once the policy has been in force during the lifetime of Insured No. 1 for 2 years after its Issue Date; or . With respect to any material misrepresentation in the application regarding the insurability of Insured No. 2, once the policy has been in force during the lifetime of Insured No. 2 for 2 years after its Issue Date. For any policy change requiring evidence of insurability, we cannot contest the validity of the change with respect to each Insured after the change has been in effect for 2 years during the lifetime of that Insured. If evidence of insurability is required to reinstate this policy (see "Reinstating This Policy" in Part 4), our right to contest the validity of this policy begins again on the date of reinstatement. For each Insured living on that date, we cannot contest once the reinstated policy has been in force during the lifetime of that Insured for 2 years after that reinstatement date. Misstatement Of If the date of birth or gender of either Insured as Age Or Gender given in the application is not correct, the Face Amount (discussed in this Part) will be adjusted. The adjustment will reflect the amount provided by the most recent monthly insurance charges using the correct ages and genders. In addition, if the adjustment is made while either Insured is living, monthly charges after the adjustment will be based on the correct ages and genders. Death By Suicide If either Insured commits suicide, while sane or insane, within 2 years after the Issue Date of this policy and while the policy is in force, this policy will terminate. In this case, we will refund the amount of premiums paid for this policy, less any amounts withdrawn and less any policy debt. If either Insured commits suicide, while sane or insane, within 2 years after this policy is reinstated and while the policy is in force, this policy will terminate. In this case, we will refund any amount paid to reinstate this policy and any premiums paid thereafter, less any amounts withdrawn and less any policy debt. If either Insured commits suicide, while sane or insane, within 2 years after the effective date of any increase in the Face Amount, the increase will terminate. In this case, we will refund the monthly charges made for that increase. However, if a refund as described in either of the two preceding paragraphs is payable, there will be no additional refund for the increase. Monthly charges are discussed in Part 3. Withdrawals, policy debt, and reinstatement are discussed in Part 4. Meaning Of "In force" means that the insurance provided by this In Force policy is in effect and has not terminated. This policy will be in force from its Issue Date or, if later, the date the first premium is paid. This policy will continue in force to the second death unless: . Either Insured commits suicide within 2 years after the Issue Date or the date the policy is reinstated; . The policy terminates under the terms of the Grace Period And Termination provision in Part 3; . The policy terminates because the policy debt limit is reached; or . The policy is surrendered. Page 3 Policy debt and surrender are discussed in Part 4. Meaning Of The "second death" under this policy means the death of Second Death the survivor of the Insureds. Simultaneous The Insureds may die at the same time, with no Deaths reasonable way to determine who died first. In this case, we will assume that Insured No. 2 died before Insured No. 1 unless we are provided information otherwise by the Owner. Face Amount The Face Amount is the amount of insurance coverage this policy provides while the policy is in force. The Initial Face Amount is the Face Amount on the Policy Date. Year Of Coverage For the Initial Face Amount, each Policy Year is a year of coverage. If the Face Amount of this policy has been increased (as discussed in Part 4), years of coverage for each increase will be measured from the effective date of the increase. Ages - Issue Age, The Issue Age for each Insured (shown in the Policy Attained Age Specifications) is the age of that Insured on the birthday nearest the Policy Date. Example: Elizabeth's 32nd birthday was May 12th. The Policy Date is today, December 1. Since December 1 is closer to her 33rd birthday, her Issue Age will be 33. The Attained Age of an Insured is the Insured's Issue Age increased by the number of full Policy Years elapsed. Written Request A "written request" is a request in writing, in a form satisfactory to us, received by us at our Principal Administrative Office. Currency All payments made to us and by us will be in the lawful currency of the United States of America. All monetary amounts shown in this policy are in U.S. dollars. Home Office Our main office in Springfield, Massachusetts, is called the Home Office. The address is Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111-0001. Part 2. Premium Payments Premiums are the payments that may be paid to us to increase the account value of this policy; they also may be needed to keep this policy in force. Premiums for this policy are discussed in this Part. The First Premium The first premium for this policy is shown in the Policy Specifications. It is due on the Policy Date. This policy will not be in force until the first premium has been paid. Planned Premiums The planned premium for this policy is shown in the Policy Specifications. The frequency of planned premiums for this policy is as elected in the application. The frequency and amount of the planned premium may be changed by written request; the frequency may be quarterly, semiannually, or annually. We also provide a pre-authorized payment plan. This plan, and any other alternate premium plans we provide, are governed by the rules we set. Page 4 If continued payment of the planned premium during a Policy Year would exceed the Limit On Premium Payments for the Year shown in the Policy Specifications, we may decrease the planned premium to an amount that would not exceed that limit. If premium payments are discontinued, we will continue to deduct monthly charges from the account value and the policy will stay in force subject to the Grace Period And Termination provision in Part 3. Premium Flexibility After the first premium has been paid, there is no And Premium requirement that any amount of premium be paid on any Notices date. Subject to the Limit On Premium Payments shown in the Policy Specifications and while this policy is in force, any amount of premium may be paid at any time while either Insured is living. However, each premium paid must be at least $20 or, if greater, the amount needed to prevent termination, as discussed in the Grace Period And Termination provision. We will send premium notices for the planned premium based on the amount and frequency in effect. We will stop sending notices for the planned premium upon receipt of the Owner's written request to do so. Where To Pay All premiums after the first premium are payable to Premiums us at our Home Office or at the place shown for payment on the premium notice. Upon request, a receipt signed by our Secretary or an Assistant Secretary will be given for any premium payment. Right To Refund We have the right to promptly refund any amount of Premiums premium paid if application of that premium to the account value would increase the insurance risk. This right is limited to premiums paid in a Policy Year that exceed the Limit On Premium Payments for the Year shown in the Policy Specifications. Insurance risk is discussed in the Insurance Charge provision in Part 3. Net Premium A net premium is a premium payment we receive for this policy less the premium expense charge we deduct at that time. The Maximum Premium Expense Charge we can deduct from each premium payment is shown in the Policy Specifications. We credit each net premium to the account value of this policy on the date we receive the premium payment. However, for any premium payment received before the Policy Date, the net premium will be credited to the account value as of the Policy Date. If the Face Amount of this policy has been increased (as discussed in Part 4), premium payments received once an increase becomes effective will be allocated to each segment of the Face Amount. (The Initial Face Amount is one "segment"; each increase in the Face Amount is a separate "segment.") This may affect the premium expense charge deducted from premium payments. The premium allocation will be made on a pro rata basis using the Expense Premium for each segment. The Expense Premium for each segment of the Face Amount is shown with its Table Of Maximum Monthly Insurance Charges in the Policy Specifications. Example: The Initial Face Amount of your policy is $500,000; the Expense Premium for it is $4,000. You later increase the Face Amount by $700,000, to $1,200,000; the Expense Premium for that increase is $6,000. The sum of the Expense Premiums is $10,000. Thereafter while the Face Amount remains at $1,200,000, each premium payment will be allocated 40% (4,000 divided by 10,000) to the Initial Face Amount and 60% (6,000 divided by 10,000) to the increase. Page 5 Allocation Of Net Each net premium we receive on or before the Issue Premiums Date will be allocated to the Guaranteed Principal Account. On the Register Date, any fixed value of this policy will be allocated among the Guaranteed Principal Account and the divisions of the Separate Account, according to the net premium allocation in effect on the Register Date. Fixed account value is discussed in Part 3. Each net premium we receive after the Issue Date will be allocated according to the net premium allocation in effect on the date of receipt. The net premium allocation is specified at the time of application for this policy. Changes in the net premium allocation are subject to any limitations stated in the Policy Specifications. Subject to those limitations, the allocation may be changed by any later election satisfactory to us and received at our Home Office. The amount of each net premium we receive for this policy for allocation to a division of the Separate Account will be applied to purchase accumulation units for this policy in that division. See the Purchase And Sale Of Accumulation Units provision in Part 3. Part 3. Accounts, Values, And Charges This policy provides that certain values (referred to as the variable account values) are based on the investment performance of the Separate Account and are not guaranteed as to dollar amount. This policy also provides that other values (referred to as the fixed account values) are based on the interest credited to the Guaranteed Principal Account. The account value of this policy is the variable account value plus the fixed account value. This Part gives information about the Separate Account, the Guaranteed Principal Account, and the values and monthly charges connected with them. The Separate Account And The Guaranteed Principal Account The Separate The Separate Account shown in the Policy Account Specifications is a designated segment of the separate investment account we have established under Massachusetts law. It is also subject to the laws of the state in which this policy was delivered. The Separate Account has a number of divisions. Each division invests in shares of an investment Fund. The divisions are shown in the Policy Specifications. The values of the assets in the divisions are variable and are not guaranteed. They depend on the investment results of the Separate Account shown in the Policy Specifications. We own the assets of the Separate Account. Those assets will be used only to support variable life insurance policies. That portion of the assets equal to the reserves and other liabilities of the Separate Account will not be charged with liabilities that arise from any other business we may conduct. However, we may transfer to our general account any assets exceeding the reserves and other liabilities of the Separate Account. The income and the realized and unrealized capital gains and losses from each division of the Separate Account are credited to or charged against that division without regard to any of our other income, capital gains, or capital losses. The assets of the Separate Account are protected from the claims of our creditors. Page 6 Changes in The We have the right to establish additional divisions of Separate Account the Separate Account from time to time. Amounts credited to any additional divisions established would be invested in shares of other Funds. For any division, we have the right to substitute new Funds. We also have the right to close any division to new investments. Subject to applicable provisions of federal securities laws, we have the right to change the investment policy of any division of the Separate Account. We have the right to operate the Separate Account as a unit investment trust under the Investment Company Act of 1940 or in any other form permitted by law. Accumulation Units Accumulation units are used to measure the variable account value of this policy. The value of a unit is determined as of the Valuation Time on each Valuation Date for valuation of the Separate Account. The value of any unit can vary from Valuation Date to Valuation Date. That value reflects the investment performance of the division of the Separate Account applicable to that unit. The value of accumulation units is discussed further in Part 7 . Purchase And Sale Amounts are credited to and taken from divisions of the Of Accumulation Separate Account by purchasing and selling accumulation Units units. Accumulation units will be purchased and sold at the unit value as of the Valuation Time on the Valuation Date of purchase or sale. The number of units purchased or sold will be the amount of money for purchase or sale divided by that unit value. Example: The amount applied is $550. The date of purchase is June 10, 19X6. The accumulation unit value on that date is $10. The number of units purchased would be 55 ($550 divided by $10 = 55). If, instead, the unit value was $11, then the amount applied would purchase 50 units ($550 divided by $11 = 50). If we receive a premium or a written request that causes us to purchase or sell accumulation units, and we receive that premium or request before the Valuation Time on a Valuation Date, accumulation units will be purchased or sold as of that Valuation Date. Otherwise, accumulation units will be purchased or sold as of the next following Valuation Date. At the Owner's request, we will purchase or sell accumulation units as of a later Valuation Date. In no case will accumulation units be purchased or sold before the Register Date. The Guaranteed The Guaranteed Principal Account is part of our general Principal Account account. It has no connection with, and does not depend on, the investment performance of the Separate Account. We have a right to establish additional guaranteed accounts from time to time. Page 7 Values Of This Policy Account Value Of The account value of this policy on any date is the Policy variable account value of this policy plus the fixed account value of this policy, both determined as of that date. Variable Account The variable account value of this policy reflects: Value Of Policy . The net premiums for this policy allocated to the Separate Account; . Any amounts for this policy transferred into the Separate Account from the Guaranteed Principal Account; . Any amounts transferred or withdrawn from the Separate Account for this policy; . Any surrender charges for this policy deducted from the Separate Account due to any decreases in the Face Amount; . Any monthly charges for this policy deducted from the Separate Account; and . The net investment experience of the Separate Account. Net premiums, transfers, withdrawals, surrender charges, and monthly charges are all reflected in the variable account value through the purchase or sale of accumulation units. The net investment experience is reflected in the value of the accumulation units. Net premiums are discussed in Part 2, and monthly charges are discussed in this Part. Transfers, withdrawals, and surrender charges are discussed in Part 4. The value of the accumulation units credited to this policy in a division of the Separate Account is equal to the accumulation unit value in that division on the date the value is determined, multiplied by the number of those units in that division. The variable account value of this policy on any date is the total of the values of the accumulation units credited to this policy in each division of the Separate Account. Fixed Account Value The fixed account value of this policy is the Of Policy accumulation at interest of: . The net premiums for this policy allocated to the Guaranteed Principal Account; plus . Any amounts for this policy transferred into the Guaranteed Principal Account from the Separate Account; less . Any amounts for this policy transferred or withdrawn from the Guaranteed Principal Account; less . Any surrender charges for this policy deducted from the Guaranteed Principal Account due to any decreases in the Face Amount; and less . Any monthly charges for this policy deducted from the Guaranteed Principal Account. Interest On Fixed The fixed account value of this policy earns interest a Account Value an effective annual rate defined in this provision. Interest is credited daily through the date the fixed account value is computed. For any fixed account value equal to the amount of any policy loan, the interest rate we use will be the daily equivalent of the greater of: . The annual loan interest rate in effect during the current Policy Year less the loan interest rate expense charge; and . The Minimum Annual Interest Rate For The Guaranteed Principal Account. Page 8 The loan interest rate is discussed in the Interest On Loans provision in Part 4. The Maximum Loan Interest Rate Expense Charge and the Minimum Annual Interest Rate For The Guaranteed Principal Account are shown in the Policy Specifications. For any fixed account value in excess of the amount of any policy loan, the interest rate we use will be the daily equivalent of the greater of: . The Minimum Annual Interest Rate For The Guaranteed Principal Account; and . An alternate annual rate established by us. The alternate annual rate of interest will reflect our expectations for future investment results, profits, and expenses. This rate will be declared for each calendar month in advance; once declared for a month, it cannot be changed. Monthly Policy Charges Monthly Charges Charges will be deducted monthly from the account value of this policy. Monthly charges are due on each Monthly Charge Date. Monthly charges for this policy will be taken from the divisions of the Separate Account and from the Guaranteed Principal Account in proportion to the values of this policy in each of those divisions and in the Guaranteed Principal Account (excluding outstanding policy loans). Deductions will be made, and values will be determined, on the Valuation Date that is on, or next follows, the latest of: . The Register Date; . The date the charges are due; and . The date we receive the amount of premium needed to prevent termination, as discussed in the Grace Period And Termination provision in this Part. We assess four types of monthly charges: an administrative charge, a face amount charge, an insurance charge, and a rider charge; each is discussed in this section. Administrative The amount of the monthly administrative charge will be Charge determined by us. However, it will not exceed the Maximum Monthly Administrative Charge shown in the Policy Specifications. Face Amount The amount of the monthly face amount charge will be Charge determined by us. However, it will not exceed the result of: . The Face Amount divided by 1,000; then multiplied by . The Maximum Monthly Face Amount Charge for the year of coverage. These maximum charges are shown in the Policy Specifications. If the Face Amount of the policy has been increased (as discussed in Part 4), the face amount charge for each month will be the sum of the charges determined separately for each segment of the Face Amount. Insurance Charge The maximum monthly insurance charge rates per $1,000 of insurance risk are shown in the Table(s) Of Maximum Monthly Insurance Charges of the Policy Specifications. Maximum monthly insurance charge rates for the Initial Face Amount and for each Face Amount increase will be shown in a separate table. Page 9 The insurance risk is computed as of the date the charge is due. All amounts are calculated as of that date. The insurance risk is determined by the following steps. (a) We compute the account value of this policy after all additions and deductions other than the deduction of the insurance charge and the rider charge for any disability benefit rider. (b) We determine the amount of benefit under the Death Benefit Option in effect (as discussed in Part 5). The minimum death benefit (discussed in Part 5) used here is based on the account value computed in (a). (c) We divide the amount of benefit determined in (b) by 1 plus the monthly equivalent (expressed as a decimal fraction) of the Minimum Annual Interest Rate For The Guaranteed Principal Account shown in the Policy Specifications. (d) We subtract the account value, as computed in (a), from the amount determined in (c). The result is the insurance risk. If there is more than one table of maximum monthly insurance charges, the pro rata insurance risk allocated to each table will be based on the proportionate amount of Face Amount for the table to the total Face Amount. If the insurance risk is increased due to the minimum death benefit (discussed in Part 5), the table that applies to the most recent increase requiring evidence of insurability will be used for such increase. Example: The Initial Face Amount of your policy is $500,000. You later increase the Face Amount by $250,000. The Death Benefit Option is 1, and the benefit under Death Benefit Option 1 is $750,000. The pro rata portion of insurance risk to be allocated to the table for the Initial Face Amount is $500,000 divided by $750,000, or two- thirds. The pro rata portion to be allocated to the table for the increase is $250,000 divided by $750,000, or one-third. The insurance risk is computed as $600,000. The maximum monthly insurance charge per $1,000 of insurance risk will be based on the charge for an amount equal to two-thirds of $600,000, or $400,000, from the Initial Face Amount and an amount equal to one-third of $600,000, or $200,000, from the increase. Suppose instead that the benefit under Death Benefit Option 1 is $810,000 due to the minimum death benefit and that the insurance risk is $660,000. Then the maximum monthly insurance charge per $1,000 of insurance risk will be based on the charge for an amount equal to $400,000 from the Initial Face Amount and an amount equal to $260,000 from the increase ($200,000 plus the $60,000 due to the minimum death benefit). We may charge less than the maximum monthly insurance charges shown in the table(s). In this case, the monthly insurance charge rates will be based on our expectations for future mortality, investment, persistency and expense results, and future profits. The expense component of these rates is used to offset sales and issue expenses, which decrease over time. For each Insured, any change in these charges will apply to all individuals in the same class. Rider Charge The monthly rider charge is the sum of the monthly charges for any riders in effect on the Monthly Charge Date. The monthly charges for any rider are shown in the Policy Specifications for the rider. Page 10 Grace Period This policy may terminate without value if its "policy value" And Termination on a Monthly Charge Date cannot cover the monthly charges due and the safety test is not met on that Date. However, we allow a grace period for payment of the amount of premium (not less than $20) needed to avoid termination. "Policy value" is defined later in this provision; the safety test is discussed in the next provision. The grace period begins on the date the monthly charges are due. It ends 61 days after that date or, if later, 31 days after we mail a written notice to the Owner and to any assignee shown in our records at their last known addresses. This notice will state the amount of premium needed to avoid termination. During the grace period, the policy will stay in force. If the second death occurs during the grace period, any unpaid premium amount needed to avoid termination will be deducted from the death benefit (see the Amount Of Death Benefit provision in Part 5). The policy will terminate without value if we do not receive payment of the required amount by the end of the grace period. While there is a loan outstanding on this policy, our right to terminate this policy under the terms of the Policy Debt Limit provision (see Part 4) applies in addition to our right under this provision. As used in this provision, the "policy value" of this policy on a Monthly Charge Date is equal to: . On any Monthly Charge Date during the first 3 Policy Years, the account value on that Date (just before the deduction of monthly charges) less any outstanding policy debt; and . On any Monthly Charge Date after the first 3 Policy Years, the net surrender value on that Date (just before the deduction). Policy debt and net surrender value are discussed in Part 4. If the "policy value" on a Monthly Charge Date (as defined above in this provision) cannot cover the monthly charges due, but the safety test is met on that Date, then the monthly charges for that Date will be reduced to an amount equal to the account value on that Date (just before the deduction) less any outstanding debt. Safety Test The safety test can be met only during the guarantee period. The guarantee period will never be less than the Guarantee Period stated in the Policy Specifications. For any day during that period, the safety test is met if the result of premiums paid less any amounts withdrawn, accumulated with interest to that day, equals or exceeds the result of the payments of the Guarantee Premium (shown in the Policy Specifications) accumulated with the interest to that day. In this test, the effective annual interest rate used to accumulate amounts during each Policy Year is the Minimum Annual Interest Rate For The Guaranteed Principal Account, as shown in the Policy Specifications. Also, we assume in this test that guarantee premiums are paid on each Monthly Charge Date through that day. Example: On the 6th Monthly Charge Date, the monthly charges are $100, but the account value before the deduction for monthly charges is only $95. There is no policy debt. The policy is still in the guarantee period, and the guarantee premium each month is $25. Premiums payments of $35 were made on each Monthly Charge Date including the current one. There were no withdrawals. In this case, the safety test is met. So the Page 11 monthly charges for the 6th Monthly Charge Date are reduced to $95, and the resulting fund value is reduced to zero. Part 4. Life Benefits This life insurance policy provides a death benefit if both Insureds die while the policy is in force. Rights and benefits are also available while at least one Insured is living. These "Life Benefits" are discussed in this Part. Policy Ownership Rights Of Owner While either Insured is living, the Owner may exercise all rights given by this policy or allowed by us. These rights include changing Beneficiaries, changing ownership, assigning this policy, enjoying all policy benefits, and exercising all policy options. The consent of any Irrevocable Beneficiary is needed to exercise any policy right except the rights to: . Change the frequency of planned premiums; . Change the premium payment plan; and . Reinstate this policy after termination. Changing The While either Insured is living, the Owner or any Beneficiary Owner Or may be changed by written request. We do not limit the number Beneficiary of changes that may be made. The change will take effect as of the date the request is signed, even if the second death occurs before we receive it. Each change will be subject to any payment we made or other action we took before receiving the written request. Transfers Of Transfers of values are subject to the limitations stated in Values the Policy Specifications. Subject to those limitations, transfers of values may be made upon direction, satisfactory to us, received at our Home Office. These transfers are: . Transfers of values between divisions of the Separate Account. These transfers will be made by selling all or part of the accumulation units in a division and applying the value of the sold units to purchase units in any other division. . Transfers of values from one or more divisions of the Separate Account to the Guaranteed Principal Account. These transfers will be made by selling all or part of the accumulation units in a division and applying the value of the sold units to the Guaranteed Principal Account. . Transfers of values from the Guaranteed Principal Account to one or more divisions of the Separate Account. These transfers will be made by applying all or part of the value in the Guaranteed Principal Account (excluding any outstanding policy loans) to purchase accumulation units in one or more divisions of the Separate Account. Transfers will be made as of the Valuation Date specified in the Purchase And Sale Of Accumulation Units provision in Part 3. All transfers made on the Valuation Date will be considered one transfer. Assigning This This policy may be assigned. However, for any assignment to Policy be binding on us, we must receive a signed copy of it at our Home Office. We will not be responsible for the validity of any assignment. Any assignment made after the second death will be valid only with our consent. Page 12 Once we receive a signed copy of an assignment, the rights of the Owner and the interest of any Beneficiary or any other person will be subject to the assignment. An assignment is subject to any policy debt. Policy debt is discussed in the Right To Make Loans provisions in this Part. This Policy's Share In Dividends Policy Is This policy is "participating," which means it may share in Participating any dividends we pay. Each year we determine how much money can be paid as dividends. This is called divisible surplus. We then determine how much of this divisible surplus is to be allocated to this policy. This determination is based on this policy's contribution to divisible surplus. Since we do not expect this policy to contribute to divisible surplus, we do not expect that any surplus will be available for allocation to this policy. If any dividends are allocated to this policy, they will be payable on the Policy Anniversary Dates. How Dividends Dividends may be used in a number of ways. These are called May Be Used dividend options. Although we do not expect that any dividends will be payable on this policy, there are 4 basic dividend options. Cash - Dividends will be paid in cash. Fund Value Additions - Dividends will be added to the account value of this policy. Paid-Up Additions - Dividends will be used to buy additional level paid-up insurance. The amount of paid-up insurance will be determined by applying the dividend, on the date credited, as a net single premium at the genders and Attained Ages of the Insureds on that date. The value of the paid-up insurance will be the net single premium, on the same basis, at the Attained Ages of the Insureds. The amount of any paid-up additions will be added to the death benefit; and the value of any paid-up additions will be added to the net surrender value. However, determination of account value, insurance charges, and minimum death benefit ignore paid-up additions. Reduced Monthly Charges - Dividends will be used to reduce the monthly deductions we make from the account value to pay the monthly charges. A dividend option may be elected in the application. It may be changed by the Owner up to 31 days after the dividend becomes payable. If no dividend option is in effect when a dividend becomes payable, we will apply any dividends payable under the paid-up additions dividend option. Dividend After If the second death occurs after the first Policy year, the Death Of Insureds death benefit will include a pro rata share of any dividend allocated to the policy for the Year that death occurs. Right To Change The Face Amount While this policy is in force, the Face Amount may be changed. Any change in the Face Amount will be effective on a Monthly Charge Date. We may limit the number and the size of the changes in a Policy year. Page 13 Increases In The While both Insureds are living, the Face Amount of this Face Amount policy may be increased upon written application. Evidence of insurability, satisfactory to us, is required for each increase. The amount of each increase must be for at least the Minimum Face Amount Increase shown in the Policy Specifications. If the net surrender value is insufficient to continue the changed policy in force for 3 months at the new monthly charges and interest, we may require a payment sufficient to increase the net surrender value to such amount. Net surrender value is discussed in the "Surrendering This Policy And Making Withdrawals" section of this Part. Any increase elected under any insurability protection type of rider will be effective as directed in that rider. Any other increase in the Face Amount will be effective on the Monthly Charge Date that is on, or next follows, the date we approve the application. Insurance charges for each increase elected are determined and deducted from the account value of this policy as described in the Monthly Charges provision in Part 3. These charges will be deducted from the account value beginning on the effective date of the increase. Additional surrender charges (discussed later in the Net Surrender Value provision in this Part) will apply for each increase elected. No increase in the Face Amount will be permitted after the Policy Anniversary Date nearest the younger Insured's 85th birthday or, if earlier, the Policy Anniversary Date nearest the older Insured's 90th birthday. Decreases In The After the first Policy Year, the Face Amount may be decreased Face Amount by the Owner's written request while either Insured is living. However, the decrease must not reduce the Face Amount to an amount less than the Minimum Face Amount shown in the Policy Specifications. No decrease is permitted within one year following the effective date of any increase. Any decrease is effective on the Monthly Charge Date that is on, or next follows, the date we receive the written request. If a decrease follows one or more increases, the decrease is taken from the most recent increase(s). Any surrender charge due upon a decrease in the Face Amount is deducted from the account value on the effective date of the decrease. The charge is deducted from each division of the Separate Account and from the Guaranteed Principal Account in proportion to the values of this policy in each of those divisions and in the Guaranteed Principal Account (excluding any outstanding policy loans) on that date. Surrender charges are discussed in the Net Surrender Value provision in this Part. Evidence Of If the Face Amount is changed, we will send the Owner any Changes revised or additional Policy Specifications for attachment to this policy. If the Face Amount is increased, we will also send a copy of the application for the increase. However, we have the right to require that the policy be sent to us to make the change. Borrowing Against This Policy Right To Make Once the account value exceeds any surrender charges that Loans apply, the Owner may borrow against this policy after the first Policy Year, while either Insured is living. However, the policy must be properly assigned to us before the loan is made. No other collateral is needed. We refer to all outstanding loans plus accrued interest as "policy debt." Page 14 Effect Of Loan A loan is attributed to each division of the Separate Account and to the Guaranteed Principal Account in proportion to the values of this policy in each of those divisions and in the Guaranteed Principal Account (excluding any outstanding policy loans) at the time of the loan. The amount of the loan attributed to each division of the Separate Account will be transferred to the Guaranteed Principal Account. Any such transfer is made by selling accumulation units in the division and applying the value of those units to the Guaranteed Principal Account on the date the loan is made. Any interest added to the loan will be treated as a new loan under this provision. The amount equal to any outstanding policy loans will be held in the Guaranteed Principal Account and will earn interest as described in the Interest On Fixed Account Value provision in Part 3. Maximum Loan The maximum amount that can be borrowed on any date is Available determined as follows. (1) We subtract from the account value any surrender charges that would apply if the policy were surrendered on that date. (2) We calculate 90% of the amount determined in (1) above. (3) We subtract any policy debt from the amount determined in (2) above. The result is the maximum amount that can be borrowed. Interest On Loans Interest on loans is not due in advance. This interest accrues (builds up) each day and becomes part of the policy debt as it accrues. Interest is due on each Policy Anniversary Date. If interest is not paid when due, it will be added to the loan and will bear interest at the rate payable on the loan. Example: You have a loan of $1,000. The interest due on the next Policy Anniversary Date is $50. If it is not paid on that date, we will add it to the existing loan. From then on, the loan will be $1,050 and interest will be charged on this new amount. The type of interest rate on any policy loan is elected at the time of application for this policy and cannot be changed; the type elected for this policy is shown in the Policy Specifications. The two types of interest rates available are: (1) A fixed loan rate of 5% per year; and (2) A variable loan rate. Such loan rate is an annual rate set by us. This rate may change from year to year. Each year we will set the rate that will apply for the next Policy Year. The rate will apply to all policy debt under this policy. Each year there is a maximum limit on the variable loan interest rate we can set. That limit is based on a Published Monthly Average. That Average will be: . The Monthly Average Corporates yield shown in Moody's Corporate Bond Yield Averages, as published by Moody's Investors Service, Inc., or any successor to that service; or . If that Monthly Average is no longer published, a substantially similar average, established by the insurance supervisory official of the state where this policy was delivered. Page 15 The maximum limit is the published Monthly Average for the calendar month ending 2 months before the month in which the Policy Year begins or, if higher, the Minimum Annual Interest Rate For The Guaranteed Principal Account plus 1%. Example: A Policy Year begins on June 10, 19X6. The calendar month ending 2 months before June is March. The loan interest rate for the Policy Year beginning June 10, 19X6, will not be greater than the Published Monthly Average for March, 19X6. However, if the Minimum Annual Interest Rate For The Guaranteed Principal Account (plus 1%) is higher than the Average, then the Minimum Annual Interest Rate For The Guaranteed Principal Account (plus 1%) will be the maximum loan interest rate for that Policy Year. If the maximum limit for a Policy Year is at least 1/2% higher than the loan interest rate in effect for the previous year, we may increase the rate to a rate not higher than that limit. If the maximum limit for a Policy Year is at least 1/2% lower than the loan interest rate in effect for the previous year, we must decrease the rate to a rate not exceeding that limit. Policy Debt Limit Policy debt (which includes accrued interest) may not equal or exceed the account value less any surrender charges that apply. If this limit is reached, we can terminate this policy. To terminate for this reason, we must mail written notice to the Owner and any assignee shown in our records at their last known addresses. This notice will state the amount needed to bring the policy debt back within the limit. If we do not receive payment within 31 days after the date we mail the notice, the account value will be reduced by any surrender charges that apply and this policy will terminate without value at the end of those 31 days. Our right to terminate this policy under the terms of this provision applies in addition to our right under the Grace Period And Termination provision in Part 3. Repayment Of All or part of any policy debt may be repaid at any time Policy Debt while either Insured is living. However, policy debt can be repaid only while this policy is in force. Loan repayments will be credited on the date we receive them at our Home Office. Any repayment of policy debt will be allocated first to the Guaranteed Principal Account up to the amount of the policy loan that was attributed to the Guaranteed Principal Account. (For this purpose, no amount of policy loan resulting from unpaid loan interest will be considered to be attributed to the Guaranteed Principal Account.) Any repayment in excess of that amount will be allocated among the Guaranteed Principal Account and the divisions of the Separate Account according to the net premium allocation then in effect. Loan repayments must be clearly identified as such; otherwise, they will be considered premium payments. Other Borrowing We may delay the granting of any loan attributable to the Rules Guaranteed Principal Account for up to six months. We may delay the granting of any loan attributable to the Separate Account during any period that: Page 16 . The New York Stock Exchange (or its successor) is closed, except for normal weekend or holiday closing, or trading is restricted; or . The Securities and Exchange Commission (or its successor) determines that a state of emergency exists; or . The Securities and Exchange Commission (or its successor) permits us to delay payment for the protection of our policy owners. Surrendering This Policy And Making Withdrawals Right To Surrender This policy may be surrendered for its net surrender value (see next provision) at any time while the policy is in force and either Insured is living. The surrender will be effective on the date we receive this policy at our Home Office, along with a written request to surrender. This policy will terminate as of the date of surrender. Net Surrender The net surrender value of this policy is equal to the Value account value less any surrender charges that apply and less any policy debt. The surrender charge for this policy is the sum of the surrender charges for the Initial Face Amount and all Face Amount increases. These charges are shown in the Table(s) Of Surrender Charges of the Policy Specifications. In no event will the net surrender value be less than zero. Making After the first Policy Year, withdrawals may be made by Withdrawals written request at any time while the policy is in force and either Insured is living. The request for a withdrawal must state the Account (or Accounts) from which the withdrawal will be made. For any withdrawal from the Separate Account, the request must also state the division (or divisions) from which the withdrawal will be made. A withdrawal will be effective on the Monthly Charge Date that is on, or next follows, the date we receive the written request. On the date of a withdrawal, the account value of this policy is reduced by the amount of the withdrawal. The withdrawal amount includes the withdrawal fee. The Maximum Withdrawal Fee that can be taken with each withdrawal is shown in the Policy Specifications. The withdrawal from the Guaranteed Principal Account will be made by reducing the value in that Account to provide the amount of the withdrawal. A withdrawal from a division of the Separate Account will be made by selling a sufficient number of accumulation units to provide the amount of the withdrawal. The Face Amount will be decreased by the amount of the withdrawal if: . Death Benefit Option 1 or Death Benefit Option 3 is in effect, as described in the Death Benefit Options provision in Part 5; and . We have not received evidence of insurability satisfactory to us. In this case, if a decrease follows one or more Face Amount increases, the decrease is taken from the most recent increase(s). Withdrawals will be subject to the following limits: . The minimum amount of a withdrawal (including the withdrawal fee) is $100; . The maximum amount of a withdrawal on any date is 75% of the net surrender value of this policy on that date; and . The Face Amount after a withdrawal must not be less than the Minimum Face Amount shown in the Policy Specifications. Page 17 Example: Death Benefit Option 1 is in effect and you make a withdrawal without furnishing us satisfactory evidence of insurability. Prior to your withdrawal, your policy has a Face Amount of $600,000 and an account value of $120,000. If you make a withdrawal of $30,000, the account value will be reduced to $90,000, the Face Amount will be reduced to $570,000, and $29,975 will be paid to you. If the Face Amount is reduced due to a withdrawal, we will send the Owner any revised or additional Policy Specifications for attachment to this policy. However, we have the right to require that the policy be sent to us to make the changes. How We Pay Any withdrawal made will be paid in one sum. If the policy is surrendered, the net surrender value may be paid in one sum or it may be applied under any payment option elected. See Part 6. We may delay paying any surrender or withdrawal from the Guaranteed Principal Account for up to 6 months from the date we receive the written request. We may delay paying any surrender or withdrawal from the Separate Account during any period that: . The New York Stock Exchange (or its successor) is closed, except for normal weekend or holiday closing, or trading is restricted; or . The Securities and Exchange Commission (or its successor) determines that a state of emergency exists; or . The Securities and Exchange Commission (or its successor) permits us to delay payment for the protection of our policy owners. If we delay paying any surrender or withdrawal, interest will be added. The amount of interest will be the same as would be paid for the same period of time under Option 3 of the payment options or, if greater, the amount using the minimum interest rate for this purpose required by the laws of the state where this policy was delivered. See Part 6 for a description of Option 3. Reinstating This Policy When After this policy has terminated, it may be reinstated Reinstatement -- that is, put back in force. However, the policy Can Be Made cannot be reinstated if: . It has been surrendered for its net surrender value; or . Five years have passed since the date of termination; or . An Insured has died since the date of termination. Requirements To A written application and evidence of insurability Reinstate satisfactory to us is required to reinstate. Also, a premium is required as a cost to reinstate. This cost is the amount of premium needed to keep the policy in force for 3 months after reinstatement. This amount will be quoted on request. Policy After The policy will be reinstated on the Monthly Charge Date Reinstatement on or next following the date we approve the application. The Face Amount on the date of reinstatement will be the Face Amount on the termination date. The account value on the date of reinstatement will be the reinstatement premium paid, less any premium expense charge and less any monthly charges due on that date. Page 18 Upon reinstatement of this policy, the Table(s) Of Surrender Charges (shown in the Policy Specifications) will apply as though the policy had not terminated. However, if the surrender charge was taken when this policy terminated, then the applicable surrender charges will not be reinstated. Our rights to contest the validity of, and terminate, this policy begin again on the date of reinstatement. See the Representations And Contestability and Death By Suicide provisions in Part 1. Reports To Owner Annual Report Each year after the Policy Anniversary Date, we will mail an annual report to the Owner. There will be no charge for this report. This report will show the account value at the beginning of the previous Policy Year and all premiums paid since that time. It also will show the additions to, and deductions from, the account value during that Year, and the account value, death benefit, net surrender value, and policy debt as of the current Policy Anniversary Date. This report also will include any additional information required by applicable law or regulation. Part 5. The Death Benefit The death benefit is the amount of money we will pay when we receive due proof at our Home Office that both Insureds died while the policy was in force. We discuss the death benefit in this Part. When the first death occurs, we will not pay a death benefit. However, due proof of each Insured's death must be furnished to us at our Home Office when it occurs. Amount Of Death If both Insureds die while this policy is in force, the Benefit death benefit will be the amount of benefit provided by the Death Benefit Option in effect on the date of the second death, reduced by any policy debt outstanding on that date of death and any unpaid premium amount needed to avoid termination under the Grace Period And Termination provision in Part 3. Death Benefit Three Death Benefit Options, described here, are Options available under this policy. The Death Benefit Option and the Face Amount in effect for this policy are shown in the Policy Specifications. The minimum death benefit is discussed in the next provision. Death Benefit Option 1 - Under this Option, the amount of benefit is the greater of: . The Face Amount in effect on the date of the second death; and . The minimum death benefit in effect on the date of the second death. Death Benefit Option 2 - Under this Option, the amount of benefit is the greater of: . The Face Amount in effect on the date of the second death plus the account value on that date; and . The minimum death benefit in effect on the date of the second death. Death Benefit Option 3 - Under this Option, the amount of benefit is the greater of: Page 19 . The Face Amount in effect on the date of the second death plus the sum of all premiums paid (and not refunded under the Right To Refund Premiums provision in Part 2) to that date; and . The minimum death benefit in effect on the date of the second death. Minimum Death The minimum death benefit on any date is equal to the Benefit account value on that date multiplied by the Death Benefit Factor for the younger Insured's Attained Age on that date. The Death Benefit Factor for each Attained Age is shown in the Policy Specifications. Changes In The After the first Policy Year, the Death Benefit Option Death Benefit may be changed upon written request while both Insureds Option are living. However, the Attained Age of each Insured at the time of the change must be less than 85. A change in the Death Benefit Option will be effective on the Monthly Charge Date that is on, or next follows, the date we approve the change, unless a later date is requested. When the Death Benefit Option is changed, the Face Amount of this policy also changes on the effective date of the change as follows (all amounts are as of the date of change): . Option 1 to Option 2: Decreased by an amount equal to the account value; . Option 1 to Option 3: Decreased by an amount equal to the sum of all premiums paid (and not refunded); . Option 2 to Option 1: Increased by an amount equal to the account value; . Option 2 to Option 3: Increased by an amount equal to the sum of all premiums paid (and not refunded), and then decreased by an amount equal to the account value; . Option 3 to Option 1: Increased by an amount equal to the sum of all premiums paid (and not refunded); . Option 3 to Option 2: Decreased by an amount equal to the sum of all premiums paid (and not refunded), and then increased by an amount equal to the account value. A change in the Death Benefit Option may follow one or more increases in the Face Amount of this policy. In this case, the change will: . If the Face Amount increases, increase the most recent increase, and . If the Face Amount decreases, decrease the most recent increase(s). No change in Death Benefit Option will be allowed if the Face Amount after the change would be less than the minimum face amount shown in the Policy Specifications. We may require a written application and evidence of insurability satisfactory to us for any Death Benefit Option change. We also may limit the number of Death Benefit Option changes in any Policy Year. If the Death Benefit Option or the Face Amount is changed, we will send the Owner any revised or additional Policy Specifications for attachment to this policy. When We Pay The death benefit will be paid within 30 days after the date we receive due proof that both Insureds died, and any other requirements necessary for us to make payment, at our Home Office. Page 20 Interest On If the death benefit is paid in one sum, we will add Death Benefit interest from the date of death to the date of payment. The amount of interest will be computed using an effective annual rate not less than 3% or, if greater, the annual rate required by law. If the death benefit is applied under a payment option (described in Part 6), interest will be paid from the date of death to the effective date of that option. It will be paid in one sum to the Beneficiary living on that effective date. The amount of interest will be computed using an effective annual rate not less than 3% or, if greater, the annual rate required by law. Part 6. Payment Options These are optional methods of settlement. These methods provide alternate ways in which payment can be made by us. Availability Of All or part of the death benefit or net surrender value Options may be applied under any payment option. If this policy is assigned, any amount due to the assignee will be paid in one sum. The balance, if any, may be applied under any payment option. Minimum Amounts If the amount to be applied under any option for any one person is less than $5,000, we may pay the amount in one sum instead. If the payments under any option come to less than $50 each, we have the right to make payments at less-frequent intervals. Description Of Our regular payment options are Options 1 through 6. Options They are described in terms of monthly payments. Annual, semiannual, or quarterly payments may be requested instead. The Payment Option Rates tables are shown after Part 7. Option 1 Installments For A Specified Period. Equal monthly payments will be made for any period selected, up to 30 years. The amount of each payment depends on the total amount applied, the period selected, and the monthly income rates we are using when the first payment is due. See the Option 1. Installments For A Specified Period table for the minimum monthly income rates. Option 2 Life Income. Equal monthly payments will be based on the life of a named person. Payments will continue for the lifetime of that person. Income with or without a minimum payment period may be elected. This benefit may be increased by the Alternate Life Income provision (in this Part). Proof of the named person's age, satisfactory to us, will be required. See the Option 2. Life Income tables for the minimum monthly income rates. Option 3 Interest. We will hold any amount applied under this option. Interest on the amount will be paid at an effective annual rate determined by us. This rate will not be less than 3%. Option 4 Installments Of Specified Amount. Each payment will be made for an agreed fixed amount. The total amount paid during the first year must be at least 6% of the total amount applied. Interest will be credited each month on the unpaid balance and added to it. This interest will be at an effective annual rate determined by us, but not less than 3%. Payments continue until the balance we hold is reduced to an amount less than the agreed fixed amount. The last payment will be for the balance only. Option 5 Life Income With Payments Guaranteed For Amount Applied. Equal monthly payments will be based on the life of a named person. Payments will be made until the total amount paid equals the amount applied, and as long thereafter as the named Page 21 person lives. This benefit may be increased by the Alternate Life Income provision (in this Part). Proof of the named person's age, satisfactory to us, will be required. See the Option 5. Life Income With Payments Guaranteed For Amount Applied tables for the minimum monthly income rates. Option 6 Joint Life Income With Reduced Payments To Survivor. Monthly payments will be based on the lives of 2 named persons. Payments at the initial level will continue while both are living or for 10 years if longer. When one dies (but not before the 10 years has elapsed), payments are reduced by one-third and will continue at that level for the lifetime of the other. After the 10 years has elapsed, payments stop when both named persons have died. This benefit may be increased by the Alternate Life Income provision (in this Part). Proof of the named persons' ages, satisfactory to us, will be required. See the Option 6. Joint Life Income With Reduced Payments To Survivor tables for the minimum monthly income rates. Alternate Life If Option 2, 5, or 6 is elected, the named person(s) can Income elect to receive an alternate life income instead of receiving income based on the rates shown in the Payment Option Rates tables. The election must be made at the time the income is to begin. The monthly alternate life income will be at least equal to the monthly income provided by a new single premium immediate annuity (first payment immediate), based on our published rates then in use when the payment option is elected. The alternate life income will not be available if we are not offering new single premium immediate annuities at the time of election. Electing A To elect any payment option, we require a written Payment Option request. The Owner may elect an option during either Insured's lifetime. If the death benefit is payable in one sum when the second death occurs, the Beneficiary may elect an option with our consent. Effective Date The effective date of a payment option is the date the And Payment - amount is applied under that option. For a death Dates benefit, this is the date that due proof of the deaths of both Insureds has been received at our Home Office. For the net surrender value, it is the effective date of surrender. The first payment is due on the effective date, except the first payment under Option 3 is due one month later. A later date for the first payment may be requested in the payment option election. All payment dates will fall on the same day of the month as the first one. No payment will become due until a payment date. No part payment will be made for any period shorter than the time between payment dates. Example: Monthly payments of $100 are being made to your son on the 1st of each month. He dies on the 10th. No part payment is due your son or his estate for the period between the 1st and the 10th. Withdrawals And If provided in the payment option election, all or part Changes of the unpaid balance under Option 3 or 4 may be withdrawn or applied under any other option. If the net surrender value is applied under Option 3 or 4, we may delay payment of any withdrawal for up to 6 months. In this case, interest at the rate in effect for Option 3 during this period will be paid on the amount withdrawn. Income Protection To the extent permitted by law, each option payment and any withdrawal shall be free from legal process and the claim of any creditor of the person entitled to them. No option payment and no amount held under an option can be taken or assigned in advance of its payment date, unless the Owner's written consent is given before either Insured dies. This consent must be received at our Home Office. Page 22 Other Payment Options for any amount payable to an association, Option Rules corporation, partnership, or fiduciary are available only with our consent. However, a corporation or partnership may apply any amount payable to it under Option 2, 5, or 6 if the option payments are based on the life or lives of an Insured, an Insured's spouse, any child of an Insured, or any other person agreed to by us. If a minimum payment period is elected under Options 1, 2, 5, and 6, the effective annual interest rate will not be less than 3%. This does not apply when an alternate life income is elected. If a minimum payment period is elected, after the first payment is made we may increase the payments to reflect any additional interest earnings determined by us. This does not apply when an alternate life income is elected. If the income that would be payable under a given payment option is the same for 2 or more periods of time at a given age, we automatically will pay income for the longest period. Example: You choose Option 2. You are 50 years old. The Payment Option Rate (for Option 2) is $3.64 for 5 years. The Payment Option Rate for 10 years is also $3.64. We will pay income for at least 10 years, which is the longest period. Part 7. Notes On Our Computations This Part covers some technical points about this policy. Net Investment For each division of the Separate Account, the Net Factor Investment Factor for any Valuation Period is the gross investment rate for that period plus 1.00000000 and minus a Separate Account charge for mortality and expense risk. This Separate Account charge will not exceed .00002455 for each day of a Valuation Period. The Net Investment Factor may be greater or less than 1.00000000. For each division of the Separate Account, the gross investment rate for any Valuation Period is equal to: . The net earnings of that division during the Valuation Period, divided by . The value of the total assets of that division at the beginning of the Valuation Period. The net earnings of each division are equal to the accrued investment income and capital gains and losses (realized and unrealized) of that division reduced by any investment management fees and any other expenses, and by any amount charged against that division for taxes paid or reserved by us. The gross investment rate will be determined by us in accordance with generally accepted accounting principles and applicable laws, rules and regulations. This determination shall be conclusive upon the Owner, the Insured, any Beneficiary, any assignee, and any other person under this policy. Page 23 Accumulation Unit The value of an accumulation unit in each division was Value set at $1.000000 on the first Valuation Date selected by us. The value on any date thereafter is equal to the product of the Net Investment Factor for that division for the Valuation Period that includes that date and the accumulation unit value on the preceding Valuation Date. Adjustment Of Units We have the right to split or consolidate the number of And Values accumulation units credited to the policy, with a corresponding increase or decrease in the unit values. We may exercise this right whenever we consider an adjustment of units to be desirable. However, strict equity will be preserved in making any adjustment. No adjustment will have any material effect on the benefits, provisions, or investment return of this policy, or on the Owner, an Insured, any Beneficiary, any assignee or other person, or on us. Basis Of The basis of computation consists of the mortality rates Computation and interest rates we use to determine: . The minimum net surrender values; . The maximum monthly insurance charges; . The minimum rate used to credit interest on the fixed account value of the policy; and . The minimum payments under payment Options 2, 5, and 6. The mortality rates for the minimum net surrender values and for the maximum monthly insurance charges are shown in each Table Of Maximum Monthly Insurance Charges. The Minimum Annual Interest Rate For The Guaranteed Principal Account used to credit interest on the fixed account value of the policy is shown in the Policy Specifications. The mortality tables specified apply to amounts in a standard risk classification. Appropriate modifications are made to these tables for any amount that is not in a standard risk classification. In computing the minimum payments under payment Options 2, 5, and 6, we use mortality rates from the 1983 Table "a" with Projection G for 32 years. The interest rate used is an annual rate of 3%. Method Of When required by the state where this policy was Computing Values delivered, we filed a detailed statement of the method we use to compute the policy benefits and values. These benefits and values are not less than those required by the laws of that state. Page 24 ---------------------------------------------------- OPTION 1. INSTALLMENTS FOR A SPECIFIED PERIOD - PAYMENT OPTION RATES ---------------------------------------------------- MONTHLY INCOME PER $1,000 OF AMOUNT APPLIED ----------------------------------------------------
Years Monthly Income 1 $ 84.47 2 42.86 3 28.99 4 22.06 5 17.91 6 15.14 7 13.16 8 11.68 9 10.53 10 9.61 11 8.86 12 8.24 13 7.71 14 7.26 15 6.87 16 6.53 17 6.23 18 5.96 19 5.73 20 5.51 21 5.32 22 5.15 23 4.99 24 4.84 25 4.71 26 4.59 27 4.47 28 4.37 29 4.27 30 4.18 ---------------------------------------------------- The first income payment is payable on the effective date of this Option. ----------------------------------------------------
Page 25 - -------------------------------------------------------------------------------- OPTION 2. LIFE INCOME - PAYMENT OPTION RATES OPTION 5. LIFE INCOME WITH PAYMENTS GUARANTEED FOR AMOUNT APPLIED - PAYMENT OPTION RATES - -------------------------------------------------------------------------------- MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED MALE
- -------------------------------------------------------------------------------- 5 YEARS 10 YEARS 20 YEARS AMOUNT AGE* LIFE ONLY MINIMUM MINIMUM MINIMUM APPLIED - -------------------------------------------------------------------------------- 50 $3.94 $3.93 $3.91 $3.84 $3.82 51 4.00 3.99 3.97 3.89 3.87 52 4.07 4.06 4.04 3.94 3.93 53 4.14 4.13 4.10 4.00 3.98 54 4.21 4.20 4.17 4.06 4.05 55 4.29 4.28 4.25 4.11 4.11 56 4.37 4.36 4.32 4.17 4.17 57 4.45 4.44 4.40 4.23 4.24 58 4.54 4.53 4.49 4.30 4.32 59 4.64 4.63 4.58 4.36 4.39 60 4.75 4.73 4.67 4.42 4.47 61 4.86 4.84 4.77 4.49 4.55 62 4.97 4.95 4.88 4.56 4.64 63 5.10 5.07 4.99 4.62 4.73 64 5.23 5.20 5.11 4.69 4.83 65 5.38 5.34 5.23 4.75 4.93 66 5.53 5.49 5.36 4.82 5.04 67 5.69 5.64 5.49 4.88 5.15 68 5.87 5.81 5.63 4.94 5.27 69 6.05 5.98 5.77 5.00 5.39 70 6.25 6.17 5.92 5.06 5.52 71 6.46 6.36 6.07 5.11 5.66 72 6.68 6.56 6.23 5.16 5.80 73 6.91 6.78 6.39 5.21 5.95 74 7.16 7.00 6.56 5.25 6.10 75 7.43 7.24 6.73 5.29 6.27 76 7.71 7.50 6.90 5.33 6.44 77 8.02 7.76 7.07 5.36 6.63 78 8.35 8.04 7.25 5.39 6.82 79 8.70 8.33 7.42 5.41 7.02 80 9.07 8.64 7.60 5.43 7.23 81 9.47 8.96 7.77 5.45 7.46 82 9.89 9.29 7.94 5.46 7.69 83 10.35 9.64 8.10 5.48 7.93 84 10.83 10.00 8.26 5.48 8.19 85 11.35 10.37 8.41 5.49 8.46 - -------------------------------------------------------------------------------- Rates for other ages are available upon request. *Age on birthday nearest the due date of the first payment. The first income payment is payable on the effective date of this Option. - --------------------------------------------------------------------------------
Page 26 - -------------------------------------------------------------------------------- OPTION 2. LIFE INCOME - PAYMENT OPTION RATES OPTION 5. LIFE INCOME WITH PAYMENTS GUARANTEED FOR AMOUNT APPLIED - PAYMENT OPTION RATES - -------------------------------------------------------------------------------- MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED FEMALE
- -------------------------------------------------------------------------------- 5 YEARS 10 YEARS 20 YEARS AMOUNT AGE* LIFE ONLY MINIMUM MINIMUM MINIMUM APPLIED - -------------------------------------------------------------------------------- 50 $3.64 $3.64 $3.63 $3.60 $3.58 51 3.69 3.69 3.68 3.63 3.63 52 3.74 3.74 3.73 3.69 3.67 53 3.80 3.80 3.79 3.74 3.72 54 3.86 3.85 3.84 3.79 3.77 55 3.92 3.91 3.90 3.84 3.83 56 3.98 3.98 3.96 3.90 3.88 57 4.05 4.04 4.03 3.95 3.94 58 4.12 4.12 4.10 4.01 4.00 59 4.20 4.19 4.17 4.07 4.07 60 4.28 4.27 4.25 4.14 4.13 61 4.36 4.36 4.33 4.20 4.20 62 4.45 4.45 4.42 4.27 4.28 63 4.55 4.54 4.51 4.34 4.36 64 4.65 4.64 4.60 4.41 4.44 65 4.76 4.75 4.70 4.48 4.53 66 4.88 4.86 4.81 4.55 4.62 67 5.00 4.99 4.92 4.62 4.71 68 5.14 5.12 5.04 4.69 4.82 69 5.28 5.26 5.17 4.76 4.92 70 5.44 5.41 5.30 4.83 5.04 71 5.60 5.57 5.45 4.90 5.16 72 5.78 5.74 5.59 4.97 5.28 73 5.97 5.92 5.75 5.03 5.42 74 6.18 6.12 5.91 5.09 5.56 75 6.40 6.33 6.08 5.15 5.71 76 6.64 6.55 6.26 5.20 5.87 77 6.90 6.79 6.44 5.25 6.04 78 7.18 7.04 6.63 5.29 6.21 79 7.48 7.31 6.82 5.33 6.40 80 7.80 7.60 7.01 5.36 6.59 81 8.14 7.90 7.21 5.39 6.80 82 8.52 8.22 7.40 5.41 7.01 83 8.92 8.56 7.60 5.43 7.24 84 9.36 8.92 7.78 5.45 7.48 85 9.83 9.29 7.96 5.47 7.73 - -------------------------------------------------------------------------------- Rates for other ages are available upon request. *Age on birthday nearest the due date of the first payment. The first income payment is payable on the effective date of this Option. - --------------------------------------------------------------------------------
Page 27
-------------------------------------------------------------------------------------------------------------- OPTION 6. JOINT LIFE INCOME WITH REDUCED PAYMENTS TO SURVIVOR - PAYMENT OPTION RATES -------------------------------------------------------------------------------------------------------------- MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED MALE & FEMALE -------------------------------------------------------------------------------------------------------------- MALE FEMALE IS YOUNGER THAN MALE BY: ------------------------------------------------------------------------------------------------------ AGE* 10 Yrs. 9 Yrs. 8 Yrs. 7 Yrs. 6 Yrs. 5 Yrs. 4 Yrs. 3 Yrs. 2 Yrs. 1 Yr. -------------------------------------------------------------------------------------------------------------- 55 $3.63 $3.65 $3.68 $3.70 $3.73 $3.76 $3.79 $3.82 $3.85 $3.88 56 3.67 3.70 3.73 3.75 3.78 3.81 3.84 3.87 3.90 3.94 57 3.72 3.75 3.78 3.81 3.84 3.87 3.90 3.93 3.97 4.00 58 3.77 3.80 3.83 3.86 3.89 3.93 3.96 4.00 4.03 4.07 59 3.83 3.86 3.89 3.92 3.96 3.99 4.03 4.06 4.10 4.14 60 3.88 3.92 3.95 3.98 4.02 4.06 4.09 4.13 4.17 4.21 61 3.94 3.98 4.01 4.05 4.09 4.13 4.16 4.21 4.25 4.29 62 4.01 4.04 4.08 4.12 4.16 4.20 4.24 4.28 4.33 4.37 63 4.07 4.11 4.15 4.19 4.23 4.28 4.32 4.37 4.41 4.46 64 4.14 4.18 4.22 4.27 4.31 4.36 4.40 4.45 4.50 4.55 65 4.21 4.26 4.30 4.35 4.39 4.44 4.49 4.54 4.60 4.65 66 4.29 4.33 4.38 4.43 4.48 4.53 4.58 4.64 4.69 4.75 67 4.37 4.42 4.47 4.52 4.57 4.63 4.68 4.74 4.80 4.86 68 4.45 4.50 4.56 4.61 4.67 4.73 4.79 4.85 4.91 4.97 69 4.54 4.59 4.65 4.71 4.77 4.83 4.89 4.96 5.03 5.09 70 4.63 4.69 4.75 4.81 4.87 4.94 5.01 5.08 5.15 5.22 71 4.73 4.79 4.85 4.92 4.99 5.06 5.13 5.20 5.28 5.35 72 4.83 4.89 4.96 5.03 5.10 5.18 5.25 5.33 5.41 5.49 73 4.93 5.00 5.07 5.15 5.23 5.30 5.38 5.47 5.55 5.64 74 5.04 5.12 5.19 5.27 5.35 5.44 5.52 5.61 5.70 5.79 75 5.16 5.24 5.32 5.40 5.49 5.58 5.67 5.76 5.85 5.95 76 5.28 5.36 5.45 5.54 5.63 5.72 5.82 5.92 6.02 6.12 77 5.41 5.50 5.59 5.68 5.78 5.88 5.98 6.08 6.18 6.29 78 5.54 5.63 5.73 5.83 5.93 6.04 6.14 6.25 6.36 6.46 79 5.68 5.78 5.88 5.98 6.09 6.20 6.31 6.42 6.53 6.65 80 5.82 5.93 6.04 6.15 6.26 6.37 6.49 6.60 6.72 6.83 81 5.97 6.08 6.20 6.31 6.43 6.55 6.67 6.79 6.90 7.02 82 6.13 6.25 6.36 6.48 6.61 6.73 6.85 6.97 7.09 7.21 83 6.29 6.41 6.53 6.66 6.79 6.91 7.04 7.16 7.28 7.40 84 6.46 6.58 6.71 6.84 6.97 7.10 7.23 7.35 7.47 7.59 85 6.63 6.76 6.89 7.02 7.15 7.29 7.41 7.54 7.66 7.78 -------------------------------------------------------------------------------------------------------------- Rates for other ages are available upon request. * Age on birthday nearest the due date of the first payment. The first income payment is payable on the effective date of this Option. --------------------------------------------------------------------------------------------------------------
Page 28
------------------------------------------------------------------------------------------------------------------------- OPTION 6. JOINT LIFE INCOME WITH REDUCED PAYMENTS TO SURVIVOR - PAYMENT OPTION RATES ------------------------------------------------------------------------------------------------------------------------- MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED MALE & FEMALE - -------------------------------------------------------------------------------------------------------------------------- FEMALE IS OLDER THAN MALE BY: MALE ------------------------------------------------------------------------------------------------------- AGE* SAME AGE 1 YEAR 2 YEARS 3 YEARS 4 YEARS 5 YEARS - -------------------------------------------------------------------------------------------------------------------------- 55 $3.91 $3.94 $3.97 $4.01 $4.04 $4.08 56 3.97 4.00 4.04 4.07 4.11 4.15 57 4.04 4.07 4.11 4.15 4.18 4.22 58 4.10 4.14 4.18 4.22 4.26 4.30 59 4.18 4.22 4.26 4.30 4.34 4.39 60 4.25 4.30 4.34 4.38 4.43 4.47 61 4.33 4.38 4.42 4.47 4.52 4.57 62 4.42 4.47 4.52 4.57 4.62 4.67 63 4.51 4.56 4.61 4.66 4.72 4.77 64 4.60 4.66 4.71 4.77 4.83 4.88 65 4.71 4.76 4.82 4.88 4.94 5.00 66 4.81 4.87 4.93 4.99 5.06 5.12 67 4.92 4.99 5.05 5.12 5.18 5.25 68 5.04 5.11 5.18 5.25 5.32 5.39 69 5.16 5.24 5.31 5.38 5.46 5.53 70 5.29 5.37 5.45 5.52 5.60 5.68 71 5.43 5.51 5.59 5.67 5.76 5.84 72 5.58 5.66 5.74 5.83 5.91 6.00 73 5.73 5.81 5.90 5.99 6.08 6.17 74 5.88 5.97 6.07 6.16 6.25 6.34 75 6.05 6.14 6.24 6.33 6.43 6.52 76 6.21 6.31 6.41 6.51 6.61 6.70 77 6.39 6.49 6.59 6.69 6.79 6.89 78 6.57 6.68 6.78 6.88 6.98 7.07 79 6.76 6.86 6.97 7.07 7.17 7.26 80 6.94 7.05 7.16 7.26 7.36 7.45 81 7.13 7.25 7.35 7.45 7.55 7.63 82 7.33 7.44 7.54 7.64 7.73 7.82 83 7.52 7.62 7.73 7.82 7.91 7.99 84 7.70 7.81 7.91 8.00 8.08 8.16 85 7.88 7.99 8.08 8.17 8.25 8.32 - --------------------------------------------------------------------------------------------------------------------------
Rates for other ages are available upon request. *Age on birthday nearest the due date of the first payment. The first income payment is payable on the effective date of this Option. - -------------------------------------------------------------------------------- Page 29
- --------------------------------------------------------------------------------------------------------------------- OPTION 6. JOINT LIFE INCOME WITH REDUCED PAYMENTS TO SURVIVOR - PAYMENT OPTION RATES - --------------------------------------------------------------------------------------------------------------------- MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED MALE1 & MALE2 - --------------------------------------------------------------------------------------------------------------------- MALE2 IS YOUNGER THAN MALE1 BY: MALE1 -------------------------------------------------------------------------------------------------------- AGE* 10 Yrs. 9 Yrs. 8 Yrs. 7 Yrs. 6 Yrs. 5 Yrs. 4 Yrs. 3 Yrs. 2 Yrs. 1 Yr. - ------------ --------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------- --------- 60 $4.06 $4.09 $4.13 $4.17 $4.20 $4.24 $4.28 $4.33 $4.37 $4.41 61 4.12 4.16 4.20 4.24 4.28 4.32 4.36 4.41 4.45 4.50 62 4.20 4.24 4.28 4.32 4.36 4.41 4.45 4.50 4.54 4.59 63 4.27 4.31 4.36 4.40 4.45 4.49 4.54 4.59 4.64 4.69 64 4.35 4.39 4.44 4.49 4.53 4.58 4.63 4.69 4.74 4.79 65 4.43 4.48 4.53 4.58 4.63 4.68 4.73 4.79 4.84 4.90 66 4.52 4.57 4.62 4.67 4.73 4.78 4.84 4.90 4.95 5.01 67 4.61 4.66 4.72 4.77 4.83 4.89 4.95 5.01 5.07 5.13 68 4.71 4.76 4.82 4.88 4.94 5.00 5.06 5.13 5.19 5.26 69 4.81 4.87 4.93 4.99 5.05 5.12 5.19 5.25 5.32 5.39 70 4.91 4.98 5.04 5.11 5.17 5.24 5.31 5.38 5.46 5.53 71 5.02 5.09 5.16 5.23 5.30 5.37 5.45 5.52 5.59 5.67 72 5.14 5.21 5.28 5.36 5.43 5.51 5.58 5.66 5.74 5.82 73 5.26 5.33 5.41 5.49 5.57 5.65 5.73 5.81 5.89 5.97 74 5.39 5.47 5.55 5.63 5.71 5.79 5.88 5.96 6.04 6.13 75 5.52 5.60 5.69 5.77 5.86 5.95 6.03 6.12 6.21 6.29 ===================================================================================================================== MALE2 IS OLDER THAN MALE1 BY: MALE1 -------------------------------------------------------------------------------------------------------- AGE* SAME AGE 1 Yr. 2 Yrs. 3 Yrs. 4 Yrs. 5 Yrs. - ------------ ---------------- ----------------- ---------------- ----------------- ----------------- ---------------- 60 $4.45 $4.50 $4.54 $4.59 $4.63 $4.68 61 4.54 4.59 4.64 4.69 4.73 4.78 62 4.64 4.69 4.74 4.79 4.84 4.89 63 4.74 4.79 4.84 4.90 4.95 5.00 64 4.85 4.90 4.95 5.01 5.06 5.12 65 4.96 5.01 5.07 5.13 5.19 5.24 66 5.07 5.13 5.19 5.25 5.31 5.37 67 5.20 5.26 5.32 5.38 5.45 5.51 68 5.32 5.39 5.46 5.52 5.58 5.65 69 5.46 5.53 5.59 5.66 5.73 5.79 70 5.60 5.67 5.74 5.81 5.88 5.95 71 5.74 5.82 5.89 5.96 6.03 6.10 72 5.89 5.97 6.04 6.12 6.19 6.26 73 6.05 6.13 6.21 6.28 6.36 6.43 74 6.21 6.29 6.37 6.45 6.53 6.60 75 6.38 6.46 6.54 6.62 6.70 6.77 - ---------------------------------------------------------------------------------------------------------------------
Rates for other ages are available upon request. *Age on birthday nearest the due date of the first payment. The first income payment is payable on the effective date of this Option. - -------------------------------------------------------------------------------- Page 30
---------------------------------------------------------------------------------------------------------------------- OPTION 6. JOINT LIFE INCOME WITH REDUCED PAYMENTS TO SURVIVOR - PAYMENT OPTION RATES ---------------------------------------------------------------------------------------------------------------------- MONTHLY LIFE INCOME PER $1,000 OF AMOUNT APPLIED FEMALE1 & FEMALE2 ---------------------------------------------------------------------------------------------------------------------- FEMALE2 IS YOUNGER THAN FEMALE1 BY: FEMALE1 ------------------------------------------------------------------------------------------------------------ AGE* 10 Yrs. 9 Yrs. 8 Yrs. 7 Yrs. 6 Yrs. 5 Yrs. 4 Yrs. 3 Yrs. 2 Yrs. 1 Yr. ---------------------------------------------------------------------------------------------------------------------- 60 $3.76 $3.79 $3.82 $3.85 $3.88 $3.91 $3.95 $3.98 $4.01 $4.05 61 3.82 3.85 3.88 3.91 3.94 3.98 4.01 4.05 4.08 4.12 62 3.88 3.91 3.94 3.98 4.01 4.05 4.08 4.12 4.16 4.20 63 3.94 3.97 4.01 4.04 4.08 4.12 4.16 4.19 4.23 4.28 64 4.00 4.04 4.07 4.11 4.15 4.19 4.23 4.27 4.32 4.36 65 4.07 4.11 4.15 4.19 4.23 4.27 4.31 4.36 4.40 4.45 66 4.14 4.18 4.22 4.27 4.31 4.35 4.40 4.45 4.50 4.54 67 4.22 4.26 4.30 4.35 4.40 4.44 4.49 4.54 4.59 4.64 68 4.30 4.34 4.39 4.44 4.49 4.54 4.59 4.64 4.70 4.75 69 4.38 4.43 4.48 4.53 4.58 4.64 4.69 4.75 4.80 4.86 70 4.47 4.52 4.57 4.63 4.68 4.74 4.80 4.86 4.92 4.98 71 4.56 4.62 4.67 4.73 4.79 4.85 4.91 4.98 5.04 5.11 72 4.66 4.72 4.78 4.84 4.91 4.97 5.04 5.10 5.17 5.24 73 4.77 4.83 4.89 4.96 5.03 5.09 5.16 5.24 5.31 5.38 74 4.88 4.94 5.01 5.08 5.15 5.23 5.30 5.38 5.45 5.53 75 4.99 5.06 5.14 5.21 5.29 5.36 5.44 5.52 5.60 5.69 ====================================================================================================================== FEMALE2 IS OLDER THAN FEMALE1 BY: FEMALE1 ------------------------------------------------------------------------------------------------------------ AGE* SAME AGE 1 Yr. 2 Yrs. 3 Yrs. 4 Yrs. 5 Yrs. ---------------------------------------------------------------------------------------------------------------------- 60 $4.08 $4.12 $4.16 $4.19 $4.23 $4.27 61 4.16 4.20 4.23 4.27 4.31 4.35 62 4.24 4.28 4.32 4.36 4.40 4.44 63 4.32 4.36 4.40 4.45 4.49 4.54 64 4.40 4.45 4.50 4.54 4.59 4.64 65 4.50 4.54 4.59 4.64 4.69 4.74 66 4.59 4.64 4.70 4.75 4.80 4.85 67 4.70 4.75 4.80 4.86 4.91 4.97 68 4.81 4.86 4.92 4.98 5.04 5.09 69 4.92 4.98 5.04 5.10 5.16 5.23 70 5.04 5.11 5.17 5.24 5.30 5.36 71 5.17 5.24 5.31 5.38 5.44 5.51 72 5.31 5.38 5.45 5.52 5.59 5.66 73 5.46 5.53 5.60 5.68 5.75 5.82 74 5.61 5.69 5.76 5.84 5.92 5.99 75 5.77 5.58 5.93 6.01 6.09 6.16 - ---------------------------------------------------------------------------------------------------------------------------
Rates for other ages are available upon request. *Age on birthday nearest the due date of the first payment. The first income payment is payable on the effective date of this Option. - -------------------------------------------------------------------------------- Page 31 [MASS MUTUAL LOGO APPEARS HERE] Massachusetts Mutual. Life Insurance Company 1295 State Street Springfield, Massachusetts 01111-0001 Survivorship Flexible Premium Adjustable Variable Life Insurance Policy - -------------------------------------------------------------------------------- This Policy provides that: A death benefit is payable when both Insureds have died. Within specified limits, flexible premiums may be paid while either Insured is living. Annual dividends may be paid. Notice Of Annual Meeting The Insured is hereby notified that by virtue of this policy he or she is a member of Massachusetts Mutual Life Insurance Company and is entitled to vote either in person or by proxy at any and all meetings of said Company. The annual meetings are held at its Home Office, In Springfield, Massachusetts, on the second Wednesday in April of each year at 2 o'clock p.m. [THIS PAGE INTENTIONALLY LEFT BLANK] Estate Protection Rider This rider provides a level amount of survivorship term life insurance on the lives of the Insureds. We discuss this rider, and the rules that apply to it, in the provisions that follow. Rider Part Of This rider is made a part of this policy as of its Policy Rider Issue Date, in return for the application and the payment of monthly rider charges. The Rider Issue Date is shown in the Policy Specifications for this rider. Monthly rider charges are discussed later in this rider. This rider is in force from the Rider Issue Date or, if later, the date the first premium under this policy is paid. All the provisions of this policy apply to this rider, except for those that are inconsistent with this rider. Rider Benefit This rider provides a death benefit equal to the rider death benefit. If both Insureds die while this rider is in force and before the Rider Expiration Date, we will add the rider death benefit to the death benefit provided by this policy. The Rider Expiration Date is shown in the Policy Specifications for this rider. Rider Death On the Rider Issue Date, the rider death benefit is Benefit equal to the Initial Rider Face Amount shown in the Policy Specifications for this rider. So long as the Face Amount of this policy is not decreased for any reason to an amount less than the policy Initial Face Amount, the rider death benefit will not change. However, if the policy Face Amount decreases to an amount less than the Initial Face Amount, the rider death benefit will automatically be decreased to an amount equal to the Initial Rider Face Amount multiplied by the result of (a) divided by (b), where: (a) Is the policy Face Amount after the decrease; and (b) Is the policy Initial Face Amount. A decrease in the rider death benefit will be effective on the same date as the decrease in the policy Face Amount. The rider death benefit cannot be increased. Rider Charges Each month while this rider is in force, the maximum rider charge equals the rider death benefit, divided by 1,000, then multiplied by the Maximum Monthly Rider Charge Rate for the Attained Age of the younger Insured. These rates are shown in the Policy Specifications for this rider. In determining the monthly rider charges, we may use rates lower than the Maximum Monthly Rider Charge Rates. Such lower rates will apply to all individuals in the same class as the Insureds. Misstatement Of If the date of birth or gender of either Insured as Age Or Gender given in the application for this rider is not correct, the rider death benefit will be adjusted. The adjustment will reflect the amount provided by the most recent monthly rider charge using the correct ages and genders. In addition, if the adjustment is made before the second death, monthly rider charges after the adjustment will be based on the correct ages and genders. Page 1 Termination Of While monthly charges for this rider are being This Rider deducted from the account value of this policy, this rider will continue in force to, but not including, the Rider Expiration Date shown in the Policy Specifications for this rider. However, this rider will end automatically before that Date at the time either of the following occurs: . Change of this policy to a different policy under which this rider is not available; or . Termination of this policy for any other reason. Once this rider terminates, it may not be reinstated. Cancellation Of This rider may be cancelled by the Owner's written This Rider request. Such cancellation will take effect on the policy Monthly Charge Date that is on, or next follows, the date we receive the written request. Insurance under this rider will continue to, but not including, the effective date of cancellation. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY /s/ John J. Pajak /s/ Thomas J. Finnegan, Jr. PRESIDENT SECRETARY Page 2 - -------------------------------------------------------------------------------- POLICY SPECIFICATIONS ESTATE PROTECTION RIDER - -------------------------------------------------------------------------------- POLICY NUMBER: 123456789 INSURED NO. 1: JANE C. DOE RIDER ISSUE AGE AND GENDER: 35 FEMALE RISK CLASS: PREFERRED NON-TOBACCO INSURED NO. 2: JOHN A. DOE RIDER ISSUE AGE AND GENDER: 35 MALE RISK CLASS: PREFERRED NON-TOBACCO RIDER DATE: JULY 1, 1998 RIDER ISSUE DATE: JULY 1, 1998 RIDER EXPIRATION DATE: JULY 1, 2002 INITIAL RIDER FACE AMOUNT: $100,000 TABLE OF MAXIMUM MONTHLY RIDER CHARGE RATES PER THOUSAND OF RIDER DEATH BENEFIT
ATTAINED AGE OF THE YOUNGER INSURED MONTHLY RATE ------------------- ------------ 35 0.000200 36 0.000700 37 0.001300 38 0.002000
Policy Split Option Rider This rider provides the right to exchange this policy for two new policies, one on the life of each Insured, if certain conditions are met. We discuss this rider, and the rules that apply to it, in the provisions that follow. Rider Part Of This rider is made a part of this policy. The rider is in Policy force from the Issue Date of the policy or, if later, the date the first premium under this policy is paid. All the provisions of this policy apply to this rider, except for those that are inconsistent with this rider. Rider Benefit Subject to the provisions of this rider, this policy may be exchanged for two new life insurance policies, one on the life of each Insured. This right to exchange will be available for the six-month period beginning on: 1. The date six months after the effective date of a final decree of divorce, issued by a court of competent jurisdiction, ending the Insureds' marriage to each other, if the decree: . First becomes effective at least one year after the policy Issue Date; and . Remains in effect during the entire six-month period after it first becomes effective; or 2. The date that either: . Section 2056 of the Internal Revenue Code (I.R.C.) is nullified or amended to eliminate or reduce the Insureds' federal estate tax marital deduction; or . The maximum federal estate tax rate given in I.R.C. Section 2001 is reduced to a rate no more than one-half the rate in effect on the Issue Date of this policy; or 3. If this policy is owned by a corporation or partnership, the effective date that the corporation or partnership dissolves. For the I.R.C. changes discussed in item 2 above, the six- month period will begin on the effective date of the change or, if later, the date the change is signed into law. Policy Split The face amount of each new policy will be one-half the Face Method Amount of this policy at the time of the split. The policy date of each new policy will be the Date of Exchange (discussed later in this rider). The issue age for each will be the age of the policy Insured on the birthday nearest that policy date. For each new policy, the risk class will be the one we deem comparable to the highest risk class for that Insured under this policy. Each new policy may include benefit riders comparable to any included with this policy only with our consent. The policy split option is allowed under either of two plans, described below in this provision. Each new policy may be issued under either plan. Plan 1 - Fixed Premium Permanent Life Policy. The new policy will be a fixed premium permanent life insurance policy offered for the Insured on the Date of Exchange by us or one of our affiliates. All premiums, rates, and other values will be based on the policy date of the new policy and the life and risk class of the policy Insured. Page 1 Plan 2 - Flexible Premium Adjustable Life Policy. The new policy will be a flexible premium adjustable life insurance policy offered for the Insured on the Date of Exchange by us or one of our affiliates. The death benefit option will be the same as for this policy. All premiums, monthly charges, and surrender charges will be based on the policy date of the new policy and the life and risk class of the policy Insured. A new policy under Plan 2 will not be available for an Insured if that Insured's issue age under the new policy would exceed 80. Payment of the first premium for each new policy is required before the exchange can be completed. If this policy has any net surrender value, it will be applied to reduce the premiums for the first year under the new policies. Any net surrender value not needed for this purpose will be paid in cash when the exchange is complete. Date Of The Date of Exchange will be the Monthly Charge Date that is Exchange on, or next follows, the later of: . The date we approve both applications for exchange; and . The date we have received, at our Administrative Office, the first premiums due under both new policies. Example: The Monthly Charge Date is the 10th of each month. We approve the applications for exchange on May 5, 19X8. The first premiums for the new policies are paid on May 15, 19X8. The Date of Exchange will be June 10, 19X8. This policy will continue in force to, but not including, the Date of Exchange. Requirements To make an exchange, all of the following conditions must be For Exchange met as of the Date of Exchange: 1. This policy and rider are in force; and 2. Both Insureds are living; and 3. For each new policy, the Owner of that policy must have an insurable interest in the life of the Insured; and 4. The Attained Age of each Insured is lower than 85; and 5. The face amount and premium for each new policy must meet our published minimum limits; and 6. The highest risk class under this policy for each Insured must not be higher than the highest risk class available under the new policy for that Insured. If we determine that the highest risk class of any coverage under this policy for either Insured is higher than the highest risk class available under the new policy for that Insured, exchange under this rider will not be allowed. Before the exchange can become effective, we require: 1. For each new policy, a written application for exchange, received by us at our Home Office; and 2. Evidence, satisfactory to us, that both Insureds are living and that the Owner of each new policy has an insurable interest in the life of the Insured under the policy; and 3. Evidence, satisfactory to us, of: . Divorce of the Insureds, if that is the reason for the exchange; or . Dissolution of the corporation or partnership owning this policy, if that is the reason for the exchange; and 4. Payment to us of the first premium due under both new policies. No other evidence of insurability will be required. Page 2 The New Insurance under each new policy will be effective as of the Policies Date of Exchange. After exchange, each new policy will be considered to have been issued as of its policy date. However, it will be modified to show that the contestable and suicide periods will be measured from the date(s) applicable under this policy. Each new policy for an Insured will be subject to any limitations of risk with respect to that Insured under this policy and subject to any assignments outstanding against this policy. Termination Of This rider will continue in force until the time any of the This Rider following occurs: . The Policy Anniversary Date on which the Attained Age of the older Insured becomes 85; or . Death of the first Insured to die; or . Exchange of this policy for two new policies under the terms of this rider; or . Change of this policy to a different policy under which this rider is not available; or . Termination of this policy for any other reason. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY /s/ John J. Pajak /s/ Thomas J. Finnegan, Jr. PRESIDENT SECRETARY Page 3 EX-99.2 4 OPINION & CONSENT OF RICHARD M. HOWE, ESQ. EXHIBIT 99.2 December 5, 1997 Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 RE: Registration Statement filed on Form S-6 Ladies and Gentlemen: This opinion is furnished in connection with the filing of Registration Statement under the Securities Act of 1933 for Massachusetts Mutual Life Insurance Company's ("MassMutual") Survivorship Flexible Premium Adjustable Variable Life Insurance Policies (the "Policies"). Massachusetts Mutual Variable Life Separate Account I issues the Policies. As 2nd Vice President & Associate General Counsel for MassMutual, I provide legal advice to MassMutual in connection with the operation of its variable products. In such role I am familiar with the filing for the Policies. In so acting, I have made such examination of the law and examined such records and documents as in my judgment are necessary or appropriate to enable me to render the opinion expressed below. I am of the following opinion: 1. MassMutual is a valid and subsisting corporation, organized and operated under the laws of the Commonwealth of Massachusetts and is subject to regulation by the Massachusetts Commissioner of Insurance. 2. Massachusetts Mutual Variable Life Separate Account I is a separate account validly established and maintained by MassMutual in accordance with Massachusetts law. 3. All of the prescribed corporate procedures for the issuance of the Policies have been followed, and all applicable state laws have been complied with. I hereby consent to the use of this opinion as an exhibit to this filing. Very truly yours, /s/ Richard M. Howe ------------------------- Richard M. Howe 2nd Vice President & Associate General Counsel EX-99.C.6 5 OPINION & CONSENT OF CRAIG WADDINGTON, FSA, MAAA EXHIBIT 99.C.6 December 5, 1997 Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Ladies and Gentlemen: This opinion is furnished in connection with Registration Statement for Massachusetts Mutual Life Insurance Company's Survivorship Flexible Premium Adjustable Variable Life Insurance Policies (the "Policies") under the Securities Act of 1933. The prospectus included in the filing describes the Policies. I am familiar with the forms of the Policies and the prospectus. In my opinion, the illustrations of benefits under the Policies included in the section entitled "Illustrations" in Appendix A of the prospectus, based on the assumptions stated in the illustrations, are consistent with the provisions of the respective forms of the Policies. The age selected in the illustrations is representative of the manner in which the Policies operate. I hereby consent to the use of this opinion as an exhibit to Registration Statement filing and to the reference of my name under the heading "Experts" in the prospectus. Sincerely, /s/ Craig Waddington - ------------------------- Craig Waddington, FSA, MAAA Vice President and Actuary -----END PRIVACY-ENHANCED MESSAGE-----