Massachusetts Mutual Life Insurance Company

1295 State Street

Springfield, MA 01111-0001

MassMutual

Annuity Service Center Hub

PO Box 9067

Springfield, MA 01102-9067

Overnight Address:

MassMutual

Annuity Service Center Hub

1295 State Street

Springfield, MA 01111-0001

¨  Check here if Purchase Payment is enclosed

Variable Annuity Application – Transitions Select^SM

Contract # ______________________

(For Home Office use only.)

  1.    Contract Owner/Annuitant Information — Note: Contract Owner must be same as Annuitant for all types of IRA’s. If Contract Owner is a corporation, we require a copy of the corporate resolution. If Contract Owner is a trust, we require a Certification of Trust Agreement (form F6734).

  ¨  Mr ¨  Mrs

  ¨  Ms ¨  Dr

Name (First, MI, Last)

Tax I.D./Social Security #

  Address (No., Street)

Birth Date (mm/dd/yyyy)

Address (City, State, Zip)

Gender:

¨  Male         ¨  Female

Telephone Number (including area code)                            

  2.    Joint Contract Owner Information — Joint ownership is only allowed on non-qualified contracts. Unless otherwise specified, both signatures will be required for all Contract Owner transactions. See restrictions in section 11A if electing an Optional Rider.

  ¨ Mr ¨ Mrs

  ¨ Ms ¨ Dr

Name (First, MI, Last)

Tax I.D./Social Security #

  Address (No., Street)

Birth Date (mm/dd/yyyy)

  Address (City, State, Zip)

Gender:

¨  Male         ¨  Female

Telephone Number (including area code)

  3.    Annuitant Information — If different from Contract Owner named in section 1.

  ¨ Mr ¨ Mrs

  ¨ Ms ¨ Dr

Name (First, MI, Last)

Tax I.D./Social Security #

  Address (No., Street)

Birth Date (mm/dd/yyyy)

Address (City, State, Zip)

Gender:

¨  Male         ¨  Female

  Telephone Number (including area code)                            

  4.    Beneficiary Information — Primary Beneficiary — In the event of the death of a Joint Contract Owner, the surviving Joint Contract Owner shall become the Primary Beneficiary. In the event no Beneficiary designation is on record, death benefit proceeds will be paid to the default Beneficiary as provided under the terms of the Contract. This section must be completed if electing an Optional Rider (see restrictions in section 11A). If beneficiary is a trust, we require a Certification of Trust Agreement (form F6734).

Beneficiary Name

Date Of Birth

Social Security Number

Relationship To Insured

% of Proceeds

    Contingent Beneficiary

Beneficiary Name

Date Of Birth

Social Security Number

Relationship To Insured

% of Proceeds

TMLS-T2a.3

    5.   New Contract Type — Select one.

Non-Qualified:

¨  Non-Qualified

¨  Custodial IRA*

¨  Non-Qualified Deferred Compensation Plan* (Non 457 Plans)

Qualified:

¨  SEP IRA

¨  Non-ERISA TSA (external TSA exchanges only; salary reduction contributions, hardship withdrawals and loans are not allowed)

¨  SIMPLE IRA (if funded by employer contributions, provide employer name and address.)

_________________________________________________________________________

¨  Target Benefit Plan

  *Submit Disclosure Form (F6935) for Custodial IRA, Non-Qualified Deferred Compensation Plans and all Qualified Plans.

**Submit Disclosure Form (FR1083) for Beneficiary IRA’s. Certain restrictions will apply.

    6.   Source of Funds to be Invested — Complete form F6628 for Company to Company Transfer/Rollover of Assets

¨  Current Income/Personal Saving

¨  Non-Qualified Deferred Compensation

¨  IRA

¨  Governmental 457 Deferred Comp

¨  Money Purchase Pension Plan

¨  TSA

¨  Roth IRA (__________mm/dd/yyyy)*

¨  Non-Qualified Contract

¨  Custodial IRA

¨  SEP IRA

¨  Profit Sharing Plan

¨  Keogh (HR10)

¨  Target Benefit Plan

¨  Beneficiary IRA

¨  CD/Mutual Fund

¨  Trust Funds

¨  SIMPLE IRA

¨  401(k)

¨  Pension Plan

¨  Texas ORP

*For Roth IRA’s, please indicate the date that the Roth was established.

    7.   Initial Purchase Payment(s)

Amount $                                                                         

Tax Year (For IRA contributions only)                 

(If no tax year is entered, the current calendar year will be used.)

    8.   Annuity Date (Maturity Date)

______ /_________/ ______

Month   Day (1-28)     Year

If no election is made, the Annuity Date will be the earlier of the Annuitant’s 100^th birthday or the maximum date permitted under state law.

    9.   Contingent Deferred Sales Charge (CDSC) (May only be selected at time of application and may not be changed thereafter.)

¨  7 Year (default option if no selection is made)

¨  9 Year – A credit will be applied if this option is selected.

  10.   REQUIRED Replacement Questions (This section must be completed.)
  APPLICATIONS THAT DO NOT CONTAIN THIS INFORMATION WILL NOT BE ACCEPTED.

•      Have you purchased another annuity from Massachusetts Mutual Life Insurance Company or its affiliates or subsidiaries in the past 12 months?

¨  Yes      ¨  No

•      Will the annuity applied for replace or change any existing individual or group life insurance or annuity?

¨  Yes      ¨  No

Please complete applicable replacement forms.

TMLS-T2a.3

•   If you choose to elect one of the following options (in 11A, 11B or 11C), you must do so at time of application.

•   Selection of an optional rider requires participation in an asset allocation program sponsored by the Company.

•   If you select the Guaranteed Minimum Withdrawal Benefit (GMWB), Guaranteed Minimum Income Benefit (GMIB) or Guaranteed Minimum Accumulation Benefit (GMAB), you will pay an additional charge.

•   You may select only one of these options.

¨   None (default option if no selection is made)

11A. Guaranteed Minimum Withdrawal Benefit (GMWB)

•   Not available for election once the younger Covered Person reaches age 81.

•   The Automatic Ratchet feature ends at age 85.

•   GMWB joint owned contracts require spousal joint ownership and both spouses must be the Primary Beneficiary.

•   GMWB — Joint Life is only available for Non-Qualified, Individual IRA, ROTH, SEP, SIMPLE and TSA contracts, and require the spouse to be the sole Primary Beneficiary.

•   Ownership/Covered Person — Single Life Option

o  If the contract is individually owned, the Covered Person will be the Contract Owner.

o  If the contract is owned by a non-natural entity, the Covered Person will be the Annuitant.

o  Joint owned contracts require spousal joint ownership and both spouses must be the Primary Beneficiary, and the Covered Person will be the Contract Owner identified in Section 1 of this application.

•   Ownership/Covered Person/Primary Beneficiary — Joint Life Option

o  If the contract is individually owned, the Covered Person will be the Contract Owner. The second Covered Person and the sole Primary Beneficiary will be the spouse of the Contract Owner.

o  If the contract is owned by a non-natural entity, the Covered Person will be the Annuitant. The second Covered Person and the sole Primary Beneficiary will be the spouse of the Annuitant.

o  Joint owned contracts require spousal joint ownership and the Covered Persons and Primary Beneficiaries will be the spouses who own the contract.

¨  MassMutual Lifetime Payment Plus^SM — Single Life

¨  MassMutual Lifetime Payment Plus^SM — Joint Life

11B. Guaranteed Minimum Income Benefit (GMIB)

•   Both GMIB benefits terminate upon the Contract Anniversary following the Annuitant’s Age 85.

•   Neither benefit is available for election or reset on or after Annuitant age 76.

¨  MassMutual Guaranteed Income Plus 5 (5% GMIB)

¨  MassMutual Guaranteed Income Plus 6 (6% GMIB)

The GMIB has limited usefulness in connection with tax-qualified contracts due to the IRS minimum distribution requirements. Consult with your tax advisor.

11C. Guaranteed Minimum Accumulation Benefit (GMAB)

¨  GMAB —10 Year (with reset option) — Not available for election or reset on or after Contract Owner’s Age 90.

¨  GMAB — 20 Year — Not available for election on or after Contract Owner’s Age 80.

TMLS-T2a.3

  12.   Death Benefit Election (Certain age restrictions may impact your benefit. Age refers to age nearest birthday. For a Joint Contract Owner, Age refers to the oldest Contract Owner. If the Contract is owned by a non-natural person, then Contract Owner shall mean Annuitant. Only one option may be selected at the time of contract issue.) One Option Must Be Selected (there is no default for this section).

¨  Basic Death Benefit — Not available if Contract Owner is Age 76 or older.

¨  Annual Ratchet Death Benefit — If you select this option you will pay an additional charge.

¨  Contract Value Death Benefit — A credit will be applied if this option is selected.

  13.   Free Partial Withdrawal (May only be selected at time of application and may not be changed thereafter.)

¨  10% each Contract Year (default option if no selection is made)

¨  10% in Contract Year 1; 20% in subsequent years — If you select this option you will pay an additional charge.

  14.   Nursing Home Benefit (May only be selected at time of application.) This feature is not available if the Contract Owner has resided in a Licensed Nursing Care Facility within two years prior to the Rider Effective Date.

¨  No (default option if no selection is made)

¨  Yes — If you select this option you will pay an additional charge.

  15.   Equalizer Benefit (May only be selected at time of application and is not available on or after Age 70.)

¨  No (default option if no selection is made)

¨  Yes — If you select this option you will pay an additional charge.

  16.   Miscellaneous Instructions/Comments

TMLS-T2a.3

1. Asset Allocation Funds

•   All purchase payments must be applied to a single Asset Allocation Fund.

•   You may not select the MML Aggressive Allocation Fund if you have elected MassMutual Guaranteed Income Plus 6 (6% GMIB) or a GMWB.

•   Select one of the following:

Asset Allocation Funds:

¨ MML Conservative Allocation

¨ MML Growth Allocation

¨ MML Aggressive Allocation (Not available if MassMutual Guaranteed Income

Plus 6 (6% GMIB) or a GMWB is elected.)

2. Custom Allocation Choice

¨ Custom Allocation Choice

•   Select a rebalancing frequency:

•   Select funds from section 2A according to the following asset class minimums and maximums:

Fixed Income Funds

Fixed Income Funds (If MassMutual Guaranteed Income Plus 6
(6% GMIB) or a GMWB is elected)

Balanced Funds & Large Cap Value Funds

Large Cap Blend & Growth Funds

Small/Mid Cap Value Funds

Small/Mid Cap Blend & Growth Funds

International/Global Funds

Sector/Specialty A Funds

Sector/Specialty B Funds

•   No more than 25% may be allocated to any one fund.

•   Use whole percentages only. This section must total 100%.

•   No more than a total of 70% may be allocated to the Fixed Accounts (excluding the DCA Fixed Account). If not electing a living benefit optional rider, this is the only minimum/maximum restriction.

•   Custom Allocation Choice is available as an option even without electing a living benefit optional rider. Refer to section 1A2 for asset class minimums and maximums.

•   If any portion of the initial Purchase Payment will be allocated to the DCA Fixed Account:

•     Complete section 2A for initial and future Purchase Payment allocations.

•     If allocating 100% of initial Purchase Payment to DCA Fixed Account, complete this section for future Purchase Payments.

•     Complete section 3A to indicate percentage of DCA Fixed Account allocation and select the 6, 12 or 18 month DCA duration.

•   If DCA Fixed Account allocations are different from future Purchase Payment allocations, select your investment choices in section 3A.

Fixed Accounts — Not available for Optional Programs,

GMWB, GMIB or GMAB

The Fixed Account (509)

3 Year Long Term Guarantee Fixed Account (513)

5 Year Long Term Guarantee Fixed Account (514)

7 Year Long Term Guarantee Fixed Account (515)

10 Year Long Term Guarantee Fixed Account (516)

Asset Allocation Funds — Not available for Custom

Allocation Choice

MML Conservative Allocation (581)

MML Balanced Allocation (582)

MML Moderate Allocation (583)

MML Growth Allocation (584)

MML Aggressive Allocation (585)

Short-Term/Stable Value — Not available for Custom

Allocation Choice

MML Money Market (580)

Fixed Income Funds:

MML Babson Inflation-Protected Bond (563)

MML Babson Managed Bond (543)

Oppenheimer Strategic Bond (555)

Balanced & Large Cap Value Funds:

Balanced Funds:

MML Babson Blend (536)

MML Capital Guardian Asset Allocation (560)

Oppenheimer Balanced (554)

Large Cap Value Funds:

MML American Century Income & Growth (521)

MML Davis Large Cap Value (542)

MML Oppenheimer/Bernstein Equity (539)

MML T. Rowe Price Equity Income (557)

Large Cap Blend & Growth Funds:

Large Cap Blend Funds:

MML Babson Enhanced Index Core Equity (538)

MML Capital Guardian Growth & Income (561)

MML Equity Index (540)

Total for both columns must equal 100%

Fidelity^® VIP Contrafund^® (527)

Oppenheimer Main Street (552)

The DCA Fixed Account Program transfers assets systematically, on a monthly basis, from either the 6 month, 12 month, or 18 month DCA Fixed Account to selected investment choices. Unless otherwise specified in the fund selection below, the DCA Fixed Account program will be allocated according to the allocations in the Investment Allocation section 2A.

The interest rate credited to amounts allocated to our DCA Fixed Account exceeds our actual earnings on supporting assets, less appropriate risk and expense adjustments. We will recover amounts credited over amounts earned from the mortality and expense risk charges described in your Contract, for the life of the Contract. Whether or not you elect the DCA Fixed Account, the mortality and expense/administrative charge is the same.

•   The DCA Fixed Account is for new Purchase Payments only. No transfers are allowed from another account or investment choice.

•   Minimum $5,000 Purchase Payment.

•   Only one DCA Fixed Account may be active at any one time.

•   The first transfer will occur 5 business days following receipt of this form and payment to a DCA Fixed account.

Please allocate         % of my initial Purchase Payment to the following DCA Fixed Account (Select only one):

¨ 6 Month DCA (510)                ¨ 12 Month DCA (511)                ¨ 18 Month DCA (512)

Asset Allocation Funds:

MML Conservative Allocation (581)

MML Balanced Allocation (582)

MML Moderate Allocation (583)

MML Growth Allocation (584)

MML Aggressive Allocation (585)

Short-Term/Stable Value

MML Money Market (580)

Fixed Income Funds:

MML Babson Inflation-Protected Bond (563)

MML Babson Managed Bond (543)

Oppenheimer Strategic Bond (555)

Balanced & Large Cap Value Funds:

Balanced Funds:

MML Babson Blend (536)

MML Capital Guardian Asset Allocation (560)

Oppenheimer Balanced (554)

Large Cap Value Funds:

MML American Century Income & Growth (521)

MML Davis Large Cap Value (542)

MML Oppenheimer/Bernstein Equity (539)

MML T. Rowe Price Equity Income (557)

Large Cap Blend & Growth Funds:

Large Cap Blend Funds:

MML Babson Enhanced Index Core Equity (538)

MML Capital Guardian Growth & Income (561)

MML Equity Index (540)

Fidelity^® VIP Contrafund^® (527)

Oppenheimer Main Street (552)

Total for both columns must equal 100%

Large Cap Growth Funds:

MML AllianceBernstein Large Cap Growth (526)

MML GMO Growth Equity (541)

MML Legg Mason Concentrated Growth (532)

MML T. Rowe Price Blue Chip Growth (556)

Oppenheimer Capital Appreciation (548)

The Interest Sweep option will automatically transfer earnings from your Contract Value in the Fixed Account to the proportionate variable investment choice(s) selected in section 7A.

•   Minimum value of $5,000 in the Fixed Account at the time of transfer.

•   The Interest Sweep will begin one frequency mode from the Contract Issue Date.

Interest Sweep Frequency Mode:    ¨ Monthly        ¨ Quarterly        ¨ Semi-annually        ¨ Annually

The DCA Separate Account Program systematically transfers a set amount from the selected variable investment choice (below) to the variable investment choice(s) selected in section 7A.

•   Minimum $600 in the investment choice selected from which transfers may be made.

•   Minimum $100 transfer per frequency.

•   Minimum 6 month participation.

DCA Transfer:

Make periodic transfers of $__________________ of Contract Value from ______________________________ to the destination investment choice(s) as specified in the DCA Allocation section 7A.                     (Investment choice)

Please select a day between the 1^st and the 28^th.

•   If you select a start date that is less than 5 business days from the date this form is received at the Annuity Service Center, we may defer the first transfer for one month.

•   If you do not select a start date, we will start the DCA Program within 5 business days from the date this completed form and payment are received at the Annuity Service Center.

•   If no end date is selected, the program will terminate once funds are insufficient to support the transfer.

The Automatic Rebalancing Program allows you to automatically rebalance your Contract Value to the investment choice(s) selected in section 7A.

•   Any unscheduled transfer request will automatically terminate the Automatic Rebalancing Program.

•   Transfers will begin one frequency mode on the first business day of the month after the attainment of the program’s minimum balance.

•   Contract Value allocated to the Fixed Account is not eligible to participate in the Automatic Rebalancing Program.

•   Request to participate in Automatic Rebalancing will begin one frequency after DCA Fixed Account, Interest Sweep, or DCA program has completed.

•   If you have elected Custom Allocation Choice, select your rebalancing frequency in section 1A2 on page 1A.

Automatic Rebalancing Frequency Mode:        ¨ Monthly        ¨ Quarterly        ¨ Semi-annually        ¨ Annually

Unless otherwise specified in the lines below, the Interest Sweep program, DCA Separate Account program and Automatic Rebalancing program will be allocated according to the allocations in the Investment Allocation section 2A.

Use whole percentages only. This section must total 100%.

Asset Allocation Funds:

MML Conservative Allocation (581)

MML Balanced Allocation (582)

MML Moderate Allocation (583)

MML Aggressive Allocation (585)

Short-Term/Stable Value

MML Money Market (580)

    Bond (563)

MML Babson Managed Bond (543)

Oppenheimer Strategic Bond (555)

Balanced Funds:

MML Babson Blend (536)

MML Capital Guardian Asset Allocation (560)

Oppenheimer Balanced (554)

Large Cap Value Funds:

MML American Century Income &

    Growth (521)

MML Davis Large Cap Value (542)

MML Oppenheimer/Bernstein Equity (539)

MML T. Rowe Price Equity Income (557)

Large Cap Blend & Growth Funds:

Large Cap Blend Funds:

MML Babson Enhanced Index Core

    Equity (538)

MML Capital Guardian Growth &

    Income (561)

MML Equity Index (540)

Fidelity^® VIP Contrafund^® (527)

Oppenheimer Main Street (552)

Large Cap Growth Funds:

MML AllianceBernstein Large Cap

    Growth (526)

MML GMO Growth Equity (541)

MML Legg Mason Concentrated

    Growth (532)

MML T. Rowe Price Blue Chip

    Growth (556)

Oppenheimer Capital Appreciation (548)

    17.  Contract Owner(s) Signature

The Application: This is an application for an annuity. The Application also includes any amendments to it. I hereby represent that the above information is correct and true to the best of my knowledge and belief.

The Company reserves the right, upon 30 days advance notice to the Contract Owner, to limit allocations of Net Purchase Payments to the Fixed Account. Transfers from the Separate Account to the Fixed Account may also be limited.

Changes and Corrections: Any change or correction of the Application will be shown on an Amendment of Application attached to the Contract. Acceptance of any contract issued will be acceptance of any change or correction of the Application made by the Company.

Special State Fraud Notices:

•     GA, & NE: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement may be guilty of insurance fraud.

•     ME: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines, or denial of insurance benefit(s).

•     OK: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony.

•     WA: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines, and denial of insurance benefits.

•     All other states: Any person who, with the intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT BEING APPLIED FOR WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

I acknowledge receipt of a current prospectus for the Contract. I have read the prospectus and fully understand its provisions including any optional program I have selected.

Signed at:    City

State

Date (mm/dd/yyyy)

Contract Owner Signature

Joint Contract Owner Signature (if applicable)

    18.  REQUIRED NASD Registered Representative/Agent/Broker Information (This section must be completed by the Registered Representative.

APPLICATIONS THAT DO NOT CONTAIN THIS INFORMATION WILL NOT BE ACCEPTED.)

•     Will the annuity applied for replace or change any existing individual or group life insurance or annuity? If yes, I have complied with all state replacement requirements.

    ¨  Yes    ¨  No

•     Is this replacement meant to be a tax-free transfer under Section 1035?

I certify that I am NASD registered and state licensed for variable annuity contracts where this Application is written and delivered.

Firm Name

Firm Address (MMLISI Reps use agency number)

Please select one of the following commission options:            ¨  Option A (default option)            ¨  Option B

1. Signature of NASD Registered Representative

MassMutual ID Code (if applicable)

% of Commission

Business Telephone # (including area code)

2. Signature of Second NASD Registered Representative (if applicable)

MassMutual ID Code (if applicable)

% of Commission

Business Telephone # (including area code)

TMLS-T2a.3