Exhibit (h)(11)

THIRD AMENDMENT TO PARTICIPATION AGREEMENT

Among

MML SERIES INVESTMENT FUND II

And

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

And

MML BAY STATE LIFE INSURANCE COMPANY

And

C.M. LIFE INSURANCE COMPANY

THIS AMENDMENT dated as of [April 9], 2010 amends the Participation Agreement entered into as of 17^th day of November, 2005, as amended to date, (the “Agreement”) by and among Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company, C.M. Life Insurance Company, each on their own behalf and on behalf of each segregated asset account of each insurance company, and MML Series Investment Fund II.

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

The following Recital is hereby added:

WHEREAS, MML Trust has obtained an order from the Securities and Exchange Commission, dated September 15, 2009 (File No. 812-13611) granting Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the “1940 Act”) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Funds to be sold to and held by variable annuity and variable life insurance separate accounts of affiliated and non-affiliated life insurance companies (hereinafter the “Mixed and Shared Funding Exemptive Order”); and

The last sentence in Article V, Section 5.2 is hereby replaced by the following:

“MML Trust shall not be responsible for the costs of printing or distributing any materials to Contract owners, except as provided in Article III, Section 3.1 above or in Article V, Section 5.3 below.”

The following section is hereby added to Article VII:

7.8 Each Company, at least annually and more frequently if deemed appropriate by the MML Trust Board, shall provide to the MML Trust Board such reports, materials or data as the MML Trust Board reasonably may request so that the Board may fully carry out the obligations imposed upon it by the conditions contained in the Mixed and Shared Funding Exemptive Order application.

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Schedule A of the Agreement is deleted in its entirety and replaced with Schedule A attached hereto.

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have hereunto affixed their respective authorized signatures as of the date set forth above.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY:		MML SERIES INVESTMENT FUND II
By its authorized officer		By its authorized officer
By:	/s/ Richard J. Byrne	By:	/s/ Richard J. Byrne
Print Name:	Richard J. Byrne	Print Name:	Richard J. Byrne
Title:	Vice President	Title:	President

MML BAY STATE LIFE INSURANCE COMPANY:		C.M. LIFE INSURANCE COMPANY
By its authorized officer		By its authorized officer
By:	/s/ Richard J. Byrne	By:	/s/ Richard J. Byrne
Print Name:	Richard J. Byrne	Print Name:	Richard J. Byrne
Title:	Vice President	Title:	Vice President

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Schedule A

MML Series Investment Fund II

Separate Account	Date Established	LOB Separate Accounts
Massachusetts Mutual Variable Annuity Separate Account 4	July 9, 1997	VA
•  MML Blend Fund •  MML China Fund •  MML Enhanced Index Core Equity Fund •  MML Equity Fund •  MML Inflation-Protected and Income Fund •  MML Managed Bond Fund •  MML Money Market Fund •  MML Small Cap Equity Fund •  MML Strategic Emerging Markets Fund
C.M. Multi-Account A	August 3, 1994	VA
•  MML Blend Fund •  MML China Fund •  MML Enhanced Index Core Equity Fund •  MML Equity Fund •  MML Inflation-Protected and Income Fund •  MML Managed Bond Fund •  MML Money Market Fund •  MML Small Cap Equity Fund •  MML Strategic Emerging Markets Fund
Panorama Separate Account	June 23, 1981	VA
•  MML Managed Bond Fund •  MML Small Cap Equity
Panorama Plus Separate Account	Sept. 25, 1991	VA
•  MML Managed Bond Fund
Massachusetts Mutual Variable Annuity Separate Account 1	April 3, 1981	VA
•  MML Blend Fund •  MML Equity Fund •  MML Managed Bond Fund •  MML Money Market Fund
Massachusetts Mutual Variable Annuity Separate Account 2	Oct. 14, 1981	VA
•  MML Blend Fund •  MML Equity Fund •  MML Managed Bond Fund •  MML Money Market Fund
Massachusetts Mutual Variable Annuity Separate Account 3	Jan. 14, 1994	VA
•  MML Blend Fund •  MML Equity Fund •  MML Managed Bond Fund •  MML Money Market Fund

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Schedule A (continued)

MML Series Investment Fund II

Separate Account	Date Established	LOB Separate Accounts
MML Bay State Variable Annuity Separate Account 1	Jan 14, 1994	VA
•  MML Blend Fund •  MML Equity Fund •  MML Managed Bond Fund •  MML Money Market Fund
Massachusetts Mutual Variable Annuity Fund 1	April 24, 1968	VA
•  MML Equity Fund
Massachusetts Mutual Variable Annuity Fund 2	May 12, 1971	VA
•  MML Equity Fund
Massachusetts Mutual Variable Life Separate Account I	July 13, 1998	VL
•  MML Blend Fund •  MML Enhanced Index Core Equity Fund •  MML Equity Fund •  MML Inflation-Protected and Income Fund •  MML Managed Bond Fund •  MML Money Market Fund •  MML Small Cap Equity Fund
Massachusetts Mutual Variable Life Separate Account II*	May 16, 1984	VL
•  MML Blend Fund •  MML Equity Fund •  MML Managed Bond Fund •  MML Money Market Fund
Massachusetts Mutual Variable Life Separate Account III	Feb. 12, 2000	VL
•  MML Managed Bond Fund •  MML Money Market Fund
C.M. Life Variable Life Separate Account I	Feb. 2, 1995	VL
•  MML Blend Fund •  MML Enhanced Index Core Equity Fund •  MML Equity Fund •  MML Inflation-Protected and Income Fund •  MML Managed Bond Fund •  MML Money Market Fund •  MML Small Cap Equity Fund
MML Bay State Variable Life Separate Account I	June 9, 1982	VL
•  MML Blend Fund •  MML Equity Fund •  MML Managed Bond Fund •  MML Money Market Fund •  MML Small Cap Equity Fund
MML Bay State Variable Life Separate Account II	Nov. 22, 1988	VL

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•  MML Money Market Fund

* originally established under the name Mass Variable Life Separate Account I

Schedule A (continued)

MML Series Investment Fund II

Separate Account	Date Established	LOB  Separate Accounts
Separate Account C	March 7, 1983		VA
•  MML Equity Fund •  MML Managed Bond Fund •  MML Money Market Fund
Separate Account	Date Established	LOB  Separate Accounts
Variable Account 3	Sept 1, 1990		VA
•  MML Equity Fund

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