0001193125-08-090409 Sample Contracts

AMENDMENT TO PARTICIPATION AGREEMENT AMENDMENT NO. 4
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

THIS AGREEMENT made the 23rd day of October 1998, and amended on November 1, 1999, May 1, 2000, April 15, 2001, and May 1, 2003 (the “Participation Agreement”), by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, an unincorporated business trust formed under the laws of Delaware (the “Trust”), GOLDMAN SACHS & CO., a New York limited partnership (the “Distributor”), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a life insurance company organized as a corporation under the laws of the State of Massachusetts (hereinafter referred to as the “Company”), on its own behalf and on behalf of each separate account of the Company identified in the Participation Agreement.

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AMENDMENT TO PARTICIPATION AGREEMENT AMENDMENT NO. 3
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

THIS AGREEMENT made the 23rd day of October 1998, and amended on November 1, 1999 and May 1, 2000 (the “Participation Agreement”), by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, an unincorporated business trust formed under the laws of Delaware (the “Trust”), GOLDMAN SACHS & CO., a New York limited partnership (the “Distributor”), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a life insurance company organized as a corporation under the laws of the State of Massachusetts (hereinafter referred to as the “Company”), on its own behalf and on behalf of each separate account of the Company identified in the Participation Agreement.

PARTICIPATION AGREEMENT Among PANORAMA SERIES FUND, INC. OPPENHEIMERFUNDS, INC. and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY and and
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I • New York

THIS AGREEMENT (the “Agreement”), made and entered into as of the 1st day of May, 2006 by and among Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company, and C.M. Life Insurance Company (the “Companies”), on their own behalf and on behalf of their respective separate accounts listed on Schedule 1 to this Agreement, as may be amended from time to time by mutual consent (collectively the “Accounts”), Panorama Series Fund, Inc. (the “Fund”) and OppenheimerFunds, Inc. (the “Adviser”).

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Massachusetts Mutual Life Insurance Company
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I • California

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”) and, Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company and MML Bay State Life Insurance Company (“you”), on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000 (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

FIRST AMENDMENT TO PARTICIPATION AGREEMENT among and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY and and AND C.M. LIFE INSURANCE COMPANY
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

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

AMENDMENT NO. 5 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

AMENDMENT, dated as of August 1, 2004, to the Fund Participation Agreement dated as of the 1st day of September, 1999 (the “Agreement”), by and between Scudder Investments VIT Funds (formerly, Deutsche Asset Management VIT Funds ) (“Trust”), Deutsche Asset Management, Inc. (“Adviser”), Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company (collectively the “Life Companies”)

AMENDMENT NO. 3 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

AMENDMENT, dated as of April 24, 2001, to the Fund Participation Agreement dated as of the 1st day of September, 1999 (the “Agreement”), by and between Deutsche Asset Management VIT Funds (formerly, BT Insurance Funds Trust) (“Trust”), Bankers Trust Company (“Adviser”) Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company (collectively the “Life Companies”)

AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

THIS AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT is effective as of the 1st day of September, 1999, by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (“Mass Mutual”) and C.M. LIFE INSURANCE COMPANY (“C.M. Life,” and collectively with Mass Mutual, “Company”) and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT NO. 6 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

AMENDMENT, dated as of October 1, 2006, to the Fund Participation Agreement dated as of the 1st day of September, 1999, as amended from time to time (the “Agreement”), by and among DWS Investments VIT Funds (formerly, Scudder Investments VIT Funds and Deutsche Asset Management VIT Funds and BT Insurance Funds Trust) (“Trust”), Deutsche Asset Management, Inc. (“Adviser”), and Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company (collectively, “Life Companies”).

FIRST AMENDMENT TO PARTICIPATION AGREEMENT among and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY and and AND C.M. LIFE INSURANCE COMPANY
Massachusetts Mutual Variable Life Separate Account I • April 25th, 2008

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

AMENDMENT NO. 2 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

AMENDMENT, dated as of May 1, 2006, to the Fund Participation Agreement dated as of the 7th day of March 2003 and August 1, 2004 (the “Agreement”), by and between American Funds Insurance Series (“Series”), Capital Research and Management Company (“CRMC”), Massachusetts Mutual Life Insurance Company (“MassMutual”).

AMENDMENT TO PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II FIDELITY DISTRIBUTORS CORPORATION and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

The Participation Agreement made and entered into as of the 1st day of May, 1998 by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, VARIABLE INSURANCE PRODUCTS FUND II and FIDELITY DISTRIBUTORS CORPORATION is hereby amended as follows:

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

This Amendment to the Fund Participation Agreement (“Agreement”) dated August 30, 1999, as amended, among Janus Aspen Series, an open-end management investment company organized as a Delaware business trust (the “Trust”), and Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (the “Company”) is effective as of April 15, 2001.

AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

THIS AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT is made as of the 1st day of May, 1999, by and among MASSACHUSETTS MUTUAL LIFE INSURANCE (“MassMutual”) and C.M. LIFE INSURANCE COMPANY (“C.M. Life”, and collectively with Mass Mutual, “Company”) and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

THIS AMENDMENT TO THE AGREEMENT, made and entered into as of this day of August, 2007 by and among Massachusetts Mutual Life Insurance Company (hereinafter, the “Company”), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc. (each hereinafter referred to as the “Fund”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”).

AMENDMENT NO. 4 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

THIS AMENDMENT NO. 4 TO SHAREHOLDER SERVICES AGREEMENT is effective as of August 1, 2003, by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (“MassMutual”), C.M. LIFE INSURANCE COMPANY (“C.M. Life,”) and MML BAY STATE LIFE INSURANCE COMPANY (“MMLBay,”) and collectively with Mass Mutual and C.M. Life, “Company”) and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

Pursuant to the Participation Agreement, made and entered into as of the 4th day of September, 1998, and as amended on August 19, 1999, April 1, 2000, November 17, 2000, November 16, 2001 and May 1, 2003, by and among MFS Variable Insurance Trust, Massachusetts Mutual Life Insurance Company and Massachusetts Financial Services Company, the parties do hereby agree to amend Paragraph 5.4 as follows:

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

Massachusetts Mutual Life Insurance Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated May 1, 1998, as amended, by doing the following:

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Massachusetts Mutual Life Insurance Company
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company (together the “Company” or “you”), and MML Distributors, LLC, your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000 and amended April 15, 2001 and May 1, 2003, (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Amendment No. 1 to Underwriting and Servicing Agreement Dated May 1, 1996 Between Massachusetts Mutual Life Insurance Company August 15, 1997
Underwriting and Servicing Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

The Underwriting and Servicing Agreement, dated May 1, 1996, by and between MML Distributors, LLC and Massachusetts Mutual Life Insurance Company (the “Agreement”) is hereby amended as follows:

AMENDMENT NO. 3 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

THIS AMENDMENT NO. 3 TO SHAREHOLDER SERVICES AGREEMENT is effective as of the 1st day of January, 2000, by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (“Mass Mutual”), C.M. LIFE INSURANCE COMPANY (“C.M. Life,”) and MML BAY STATE LIFE INSURANCE COMPANY (“MMLBay,”) and collectively with Mass Mutual and C.M. Life, “Company”) and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AMENDMENT NO. 4 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

AMENDMENT, dated as of July 8, 2003, to the Fund Participation Agreement dated as of the 1st day of September, 1999 (the “Agreement”), by and between Scudder Investments VIT Funds (formerly, Deutsche Asset Management VIT Funds ) (“Trust”), Deutsche Asset Management, Inc. (“Adviser”), Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company (collectively the “Life Companies”)

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AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2008 • Massachusetts Mutual Variable Life Separate Account I

Pursuant to the Participation Agreement, made and entered into as of the 4th day of September, 1998, and as amended on August 19, 1999 and April 1, 2000, November 17, 2000 and November 16, 2001, May 1, 2003, and September 2003, by and among MFS® Variable Insurance Trustsm, Massachusetts Mutual Life Insurance Company and Massachusetts Financial Services Company, the parties do hereby agree to amend Schedule A as attached hereto:

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