AMENDMENT to the AUTOMATIC YRT AGREEMENT between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MML BAY STATE LIFE INSURANCE COMPANY, and C.M. LIFE INSURANCE COMPANY (hereinafter the “Ceding Company”) and HANNOVER LIFE REASSURANCE COMPANY OF AMERICA...

Exhibit 26 (g) i. c.

AMENDMENT to the

AUTOMATIC YRT AGREEMENT

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, and

C.M. LIFE INSURANCE COMPANY

(hereinafter the “Ceding Company”)

and

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA

(hereinafter the “Reinsurer”)

Original Treaty Effective Date: April 1, 2005

Coverage: Strategic Edge Group Universal Life (GUL) with or without the variable rider (GVUL)

This Amendment is effective July 1, 2008.

Part I:

For new policies issued on or after July 1, 2008, the Amendment effective date, the Ceding Company and the Reinsurer agree to replace Article X – Increase in Retention at One Location of the above-referenced Agreement in its entirety with the attached Article X – Increase in Retention at One Location             .

Part II:

For new policies issued on or after July 1, 2008, the Amendment effective date, the Ceding Company and the Reinsurer agree to replace Schedule A – Accepted Coverages of the above-referenced Agreement in its entirety with the attached Schedule A – Accepted Coverages             .

Part III:

For new policies issued on or after July 1, 2008, the Amendment effective date, the Ceding Company and the Reinsurer agree to replace Schedule B – Reinsurance Limits of the above-referenced Agreement in its entirety with the attached Schedule B – Reinsurance Limits             .

Part IV:

For new policies issued on or after July 1, 2008, the Amendment effective date, the Ceding Company and the Reinsurer agree to replace Schedule I – MassMutual GVUL Reinsurance Example of the above-referenced Agreement in its entirety with the attached Schedule I – MassMutual GVUL Reinsurance Example             .

All terms and conditions of this Agreement not in conflict with the terms and conditions of this Amendment shall continue unchanged.

IN WITNESS WHEREOF, this Amendment is hereby executed in good faith by both parties:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxx				Date:		6/8/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary
MML BAY STATE LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxx				Date:		6/8/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary
C.M. LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxx				Date:		6/8/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA
By:		/s/ Xxxx X. Xxxx				Date:		4/20/10
Print name:		Xxxx X. Xxxx
Title:		Vice President

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA - WITNESS
By:		/s/ Xxxx Xxxxx				Date:		4/20/10
Print name:		Xxxx Xxxxx
Title:		Vice President

ARTICLE X: INCREASE IN RETENTION AT ONE LOCATION

A. If at any time, the Ceding Company changes its established retention limits for this business, as shown in Schedule B – Reinsurance Limits, written notice of the change will promptly be given to the Reinsurer.

B. The Ceding Company may apply the new limits of retention to existing reinsurance and change its Participation Percentage on reinsurance in force in accordance with the following rules and according to the provision in Schedule B – Reinsurance Limits.

1. Ceding Company’s Participation Percentage             .

2. The Ceding Company’s initial Participation Percentage in either situation described in section (1) will be adjusted based on Schedule H - Rules For Determining QSP’s for GVUL, and Schedule I - MassMutual GVUL Reinsurance Example.

3. The change in Participation Percentage will become effective on the policy anniversary date.

4. The new Participation Percentage must apply to all business for a given client reinsured under this Agreement to the extent that their concentration maximum at one location has not been breached.

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SCHEDULE A: ACCEPTED COVERAGES

Issuing Companies: Policies issued by the MML Bay State Life Insurance Company of Enfield, Connecticut, C.M. Life Insurance Company of Enfield, Connecticut, or Massachusetts Mutual Life Insurance Company of Springfield, Massachusetts, may be reinsured under this Agreement.

Type of Business:             .

Plans of Insurance:             .

Eligible Policies:             .

Recapture:             .

Lead Underwriting Reinsurer:             .

Duties and function of the Lead Underwriting Reinsurer:

In the circumstance that an individual case deviation from the guidelines in the underwriting manual occurs, the Lead Underwriting Reinsurer’s approval is the deciding factor in determining the acceptance of each deviation, and the Reinsurer in this Agreement must follow the Lead Underwriting Reinsurer’s decision.

In the circumstance that the underwriting manual is modified, either in whole or in part, any such modification will be reviewed with and approved by the Reinsurer of this Agreement and all pool members. The Reinsurer may accept the modification by an amendment to this Agreement.

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SCHEDULE B: REINSURANCE LIMITS

Basis of Reinsurance: Ceding Company’s Participation Percentage             , and the hierarchy as described in Schedule I: MassMutual GVUL Reinsurance Example. The actual calculation of the Reinsurer’s Participation Percentage is based on the explanation in Schedule H: Rules for Determining QSP’s in GVUL, and Schedule I: MassMutual GVUL Reinsurance Example. In Schedule I,             .

Ceding Company’s Retention At One Location:             .

Issue Ages:

Underwriting type		Issue Ages
GI and SI		00-00
XX		00-00
Xxxx Xxxxxxxxxxxx		71-75

Concentration Limits: as used in the agreement and in Table 1 below, the maximum amount of available capacity at one location.

TABLE 1

Automatic

New York City & Washington, D.C.

All other

With Reinsurer approval

New York City & Washington, D.C.

All other

            .

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Hannover is Company “B” in this Schedule.

Reinsurer		Concentration Limit*		Quota Share Percentage		Threshold		Pecking Order (Low to High)
A		____		____		____		____
B		____		____		____		____
C		____		____		____		____
D		____		____		____		____
E		____		____		____		____
MM		____		____		____		____

* The Concentration limit is the maximum amount available at one location. It so happens, for purposes of this example, that the maximum amount at one location is the same as the minimum amount at one location which is used in the calculation of the threshold amount.

Footnotes:

1) Concentration limits are based on the stated limits in the respective treaties.

2) Customized QSP will be used at all other locations for that case where reinsurer is willing to accept risk.

3) Once all of the reinsurers reach their established limits, then the Ceding Company will retain any risk left over.

4)              has a limit on the amount ceded per life; therefore, its concentration limit for a location can vary by case.

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SCHEDULE I: MASSMUTUAL GVUL REINSURANCE EXAMPLE

(Continued)

Ceded Amount (Applying Fixed QSP)

Max Risk in 1 Location

A

B

C

D

E

MM

Total

Shortfall

[table deleted}

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SCHEDULE I: MASSMUTUAL GVUL REINSURANCE EXAMPLE

(Continued)

Ceded Amount To Eliminate Shortfall - Based on Pecking Order

Max Risk in 1 Location A B C D E MM Total Shortfall

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SCHEDULE I: MASSMUTUAL GVUL REINSURANCE EXAMPLE

(Continued)

Customized QSP

Max Risk in 1 Location A B C D E MM Total

AMENDMENT to the

AUTOMATIC YRT AGREEMENT

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, and

C.M. LIFE INSURANCE COMPANY

(hereinafter the “Ceding Company”)

and

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA

(hereinafter the “Reinsurer”)

Original Agreement Effective Date: April 1, 2005

Coverage: Strategic Edge Group Universal Life (GUL) with or without the variable rider (GVUL)

Effective April 1, 2009, the Amendment effective date, the quota share percentages for coverages in Exhibit I: Reinsurer’s              Quota Share Percentages are hereby frozen at this level indefinitely. These percentages are applied for the policy periods noted in Exhibit I: Reinsurer’s              Quota Share Percentages only.

All terms and conditions of this Agreement not in conflict with the terms and conditions of this Amendment shall continue unchanged.

IN WITNESS WHEREOF, this Amendment is hereby executed in good faith by both parties:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxx				Date:		6/8/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary
MML BAY STATE LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxx				Date:		6/8/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary
C.M. LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxx				Date:		6/8/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

[page break]

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA
By:		/s/ Xxxx X. Xxxx				Date:		4/20/10
Print name:		Xxxx X. Xxxx
Title:		Vice President
HANNOVER LIFE REASSURANCE COMPANY OF AMERICA
By:		/s/ Xxxx Xxxxx				Date:		4/20/10
Print name:		Xxxx Xxxxx
Title:		Vice President

[page break]

EXHIBIT I: Reinsurer’s              Quota Share Percentages

______

             BUSINESS ONLY

All Business 4/1/05 and later

Group/ Location Policy Period Ceding Company Retention Percentage Ages 0-65 ; Ages 66+ Reinsurer Percentage NAR At this/each location Cession Code

[table deleted]

Other              previously added to this Agreement but not mentioned herein continue unchanged from prior amendments.

Other              new business percentages previously added to this Agreement but not mentioned herein continue unchanged from prior amendments.

AMENDMENT to the

AUTOMATIC YRT AGREEMENT

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, and

C.M. LIFE INSURANCE COMPANY

(hereinafter the “Ceding Company”)

and

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA

(hereinafter the “Reinsurer”)

Original Treaty Effective Date: April 1, 2005

Coverage: Strategic Edge Group Universal Life (GUL) with or without the variable rider (GVUL)

This Amendment is effective January 1, 2010.

Part I:

The Ceding Company and the Reinsurer agree to replace Schedule B – Reinsurance Limits of the above-referenced Agreement in its entirety with the attached Schedule B – Reinsurance Limits             .

Part II:

The Ceding Company and the Reinsurer agree to replace Schedule F-2 – GVUL Underwriting Guidelines of the above-referenced Agreement in its entirety with the attached Schedule F-2 – GVUL Underwriting Guidelines.

All terms and conditions of this Agreement not in conflict with the terms and conditions of this Amendment shall continue unchanged.

IN WITNESS WHEREOF, this Amendment is hereby executed in good faith by both parties:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxx				Date:		8/23/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary
MML BAY STATE LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxx				Date:		8/23/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

[page break]

C.M. LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X. Xxxxxx				Date:		8/23/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA
By:		/s/ Xxxx X. Xxxx				Date:		7/22/10
Print name:		Xxxx X. Xxxx
Title:		Vice President
HANNOVER LIFE REASSURANCE COMPANY OF AMERICA - WITNESS
By:		/s/ Xxxxxx Xxxxxx				Date:		8/19/10
Print name:		Xxxxxx Xxxxxx
Title:		EVP & General Counsel

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SCHEDULE B: REINSURANCE LIMITS

Basis of Reinsurance:             .

Reinsurer’s Share: Reinsurer’s percentage             , and the hierarchy as described in Schedule I: MassMutual GVUL Reinsurance Example. The actual calculation of the Reinsurer’s Participation Percentage is based on the explanation in Schedule H: Rules for Determining QSP’s in GVUL, and Schedule I: MassMutual GVUL Reinsurance Example. In Schedule I,             .

Ceding Company’s Retention at one Location:             .

Issue Ages:             

Concentration Limits: as used in the agreement and in Table 1 below, the maximum amount of available capacity at one location.

TABLE 1

Automatic

New York City & Washington, D.C.

All other

With Reinsurer approval

New York City & Washington, D.C.

All other

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SCHEDULE F-2: GVUL UNDERWRITING GUIDELINES