As filed with the Securities and Exchange Commission on April 25, 2007

File No. 333-101495

File No. 811-08075

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-6

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

¨    Pre-Effective Amendment No.

x    Post-Effective Amendment No. 4

and/or

REGISTRATION STATEMENT

UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 65

Massachusetts Mutual Variable Life Separate Account I

(Exact Name of Registrant)

Massachusetts Mutual Life Insurance Company

(Name of Depositor)

1295 State Street, Springfield, Massachusetts 01111

(Address of Depositor’s Principal Executive Offices)

(413) 788-8411

Stephen L. Kuhn

Senior Vice President, Secretary and Deputy General Counsel

Massachusetts Mutual Life Insurance Company

1295 State Street

Springfield, Massachusetts 01111

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective (check appropriate box)

¨ Immediately upon filing pursuant to paragraph (b) of Rule 485.

x On May 1, 2007 pursuant to paragraph (b) of Rule 485.

¨ 60 days after filing pursuant to paragraph (a) of Rule 485.

¨ On                      pursuant to paragraph (a) of Rule 485.

If appropriate, check the following box:

¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

VUL Guard^SM

Issued by Massachusetts Mutual Life Insurance Company

Massachusetts Mutual Variable Life Separate Account I

This prospectus describes an individual, flexible premium, adjustable, variable life insurance policy (the policy) offered by Massachusetts Mutual Life Insurance Company. While this policy is in force, it provides lifetime insurance protection on the insured. In some states the coverage may be issued by certificate under a group contract.

The owner (you or your) has a number of investment choices in this policy. They include a guaranteed principal account (the GPA) and the funds offered through our separate account, Massachusetts Mutual Variable Life Separate Account I (the Separate Account). These funds are listed on the following page.

You bear the investment risk of any premium allocated to these investment funds. The death benefit may vary and the net surrender value will vary, depending on the investment performance of the funds.

This prospectus is not an offer to sell the policy in any jurisdiction where it is illegal to offer the policy or to anyone to whom it is illegal to offer the policy.

This policy is subject to the law of the state in which the policy is issued. Some of the terms of the policy may differ from the terms of the policy delivered in another state because of state specific legal requirements. Areas where state-specific policy provisions may apply include:

Ÿ certain investment options and certain policy features;

Ÿ free look rights, including the length of the free look period and refund amounts;

Ÿ premium taxes; and

Ÿ fund transfer rights.

The policy provides life insurance protection. It is not a way to invest in mutual funds. Replacing any existing life insurance policy with this policy may not be to your advantage.

The policy:

Ÿ is not a bank or credit union deposit or obligation.

Ÿ is not FDIC or NCUA insured.

Ÿ is not insured by any federal government agency.

Ÿ is not guaranteed by any bank or credit union.

Ÿ may go down in value.

To learn more about the policy you can obtain a copy of the Statement of Additional Information (SAI), dated May 1, 2007. The SAI is legally incorporated into this prospectus by reference and it is legally part of this document. We file the SAI with the Securities and Exchange Commission (“SEC”). The SEC maintains a Web site (http://www.sec.gov) that contains the SAI, material incorporated by reference and other information regarding companies that file electronically with the SEC. For a free copy of the SAI, or for general inquiries, contact our “Administrative Office” at the address and phone number below:

MassMutual Customer Service Center

PO Box 1865

Springfield, MA 01102-1865

1-800-272-2216

(FAX) 1-866-329-4527

www.massmutual.com

You may request a free personalized illustration of death benefits, surrender values, and cash values from your financial representative or by calling our Administrative Office.

The SEC has not approved or disapproved this policy or determined that this prospectus is accurate or complete. Any representation that it has is a criminal offense.

Please read this prospectus carefully before investing. You should keep it for future reference.

EFFECTIVE: May 1, 2007

VUL Guard^SM

1

Massachusetts Mutual Variable Life Separate Account I

The Separate Account invests in the following funds. You may allocate premium to any of the divisions in the Separate Account and the Separate Account will purchase equivalent shares in the corresponding funds listed below. You can also allocate premium to the guaranteed principal account.

AIM Variable Insurance Funds

AIM V.I. Financial Services Fund (Series I)

AIM V.I. Global Health Care Fund (Series I)

AIM V.I. Technology Fund (Series I)

American Century Variable Portfolios, Inc.

American Century VP Income & Growth Fund (Class I)

American Century VP Value Fund (Class I)

American Funds Insurance Series^®

American Funds^® Asset Allocation Fund (Class 2)

American Funds^® Growth-Income Fund (Class 2)

DWS VIT Funds

DWS Small Cap Index VIP (Class A)

Fidelity^® Variable Insurance Products Fund

Fidelity^® VIP Contrafund^® Portfolio (Initial Class)

Franklin Templeton Variable Insurance Products Trust

Franklin Small Cap Value Securities Fund (Class 2)

Templeton Foreign Securities Fund (Class 2)

Goldman Sachs Variable Insurance Trust

Goldman Sachs VIT Capital Growth Fund (Institutional)

Janus Aspen Series

Janus Aspen Balanced Portfolio (Service)

Janus Aspen Forty Portfolio (Service)

Janus Aspen Worldwide Growth Portfolio (Service)

MFS^® Variable Insurance Trust^SM

MFS^® Investors Trust Series (Initial Class)

MFS^® New Discovery Series (Initial Class)

MML Series Investment Fund

MML Emerging Growth Fund

MML Equity Index Fund (Class II)

MML Growth Equity Fund

MML Large Cap Value Fund

MML OTC 100 Fund

MML Small Cap Growth Equity Fund

MML Series Investment Fund II

MML Blend Fund

MML Enhanced Index Core Equity Fund

MML Equity Fund

MML Inflation-Protected Bond Fund

MML Managed Bond Fund

MML Money Market Fund

MML Small Cap Equity Fund

MML Small Company Opportunities Fund

Oppenheimer Variable Account Funds

Oppenheimer Capital Appreciation Fund/VA (Non-Service)

Oppenheimer Core Bond Fund/VA (Non-Service)

Oppenheimer Global Securities Fund/VA (Non-Service)

Oppenheimer High Income Fund/VA (Non-Service)

Oppenheimer Main Street Fund^®/VA (Non-Service)

Oppenheimer MidCap Fund/VA (Non-Service)

Oppenheimer Strategic Bond Fund/VA (Non-Service)

Panorama Series Fund, Inc.

Oppenheimer International Growth Fund/VA (Non-Service)

T. Rowe Price Equity Series, Inc.

T. Rowe Price Blue Chip Growth Portfolio

T. Rowe Price Equity Income Portfolio

T. Rowe Price Mid-Cap Growth Portfolio¹

1 The T. Rowe Price Mid-Cap Growth Portfolio is not available as an investment choice for contracts issued on May 1, 2004 or later.

Massachusetts Mutual Variable Life Separate Account I

2

Table of Contents

Index of Special Terms	4
Summary of Benefits and Risks	5
Fee Tables
Transaction Fees	8
Periodic Charges Other than Fund Operating Expenses	9
Annual Fund Operating Expenses	13
Investment Management Fees and Other Expenses	13
The Company	16
VUL GuardSM Overview	16
Owner, Insured, and Beneficiary	17
Purchasing a Policy and Your Right to Cancel	18
Premiums
Premium Payments and Payment Plans	19
Premium Flexibility	21
Premium Limitations	22
How and When Your Premium is Allocated	22
Cashflow Diagram	25
Investment Choices
The Separate Account	26
Underlying Funds	27
The Guaranteed Principal Account	30
Policy Value
How Policy Value is Calculated	32
Policy Termination and Reinstatement	33
Policy Transactions
Transfers	37
Limits on Frequent Trading and Market Timing Activity	37
Dollar Cost Averaging Program	39
Portfolio Rebalancing Program	39
Withdrawals	40
Surrenders	41
Loans	41

Death Benefit
Minimum Death Benefit	44
Death Benefit Options	44
Right to Change the Death Benefit Option	45
Right to Change the Face Amount	45
When We Pay Death Benefit Proceeds	46
Payment Options	46
Suicide	47
Error of Age or Gender	47
Other Benefits Available Under the Policy	48
Charges and Deductions
Transaction Charges	50
Monthly Charges Against the Account Value	51
Daily Charges Against the Separate Account	53
Fund Expenses	54
Special Circumstances	54
Federal Income Tax Considerations	55
Other Information
Other Policy Rights and Limitations	59
Reservation of Company Rights to Change the Policy or Separate Account	60
Distribution	60
Legal Proceedings	62
Financial Statements	63
Appendix A
Hypothetical Examples of How the Guaranteed Death Benefit Safety Test Works	64
Appendix B
Hypothetical Examples of the Impact of the Account Value and Premiums on the Policy Death Benefit	66
Appendix C
Hypothetical Examples of Death Benefit Option Changes	67
Back Cover Page

Table of Contents

3

Index of Special Terms

We have tried to make this prospectus as readable and understandable for you as possible. By the very nature of the policy, however, certain technical words or terms are unavoidable. We have identified the following as some of these words, or terms. The page that is indicated here is where we believe you will find the best explanation for the word or term.

	Page
account value	32
Administrative Office	1
attained age	6
division	26
face amount	18
general investment account	30
good order	18
grace period	34
guaranteed death benefit* measure	33
guaranteed death benefit* safety test	33
initial face amount	18
initial no lapse period	33
insurance risk	12
issue date	23
modified endowment contract (“MEC”)	6, 56
monthly charge date	51
net investment experience	32
net premium	22
net surrender value	41
planned premium	18
policy date	23
policy debt	41
policy debt limit	33
register date	23
valuation date	24
7-pay test	57

* The term “guaranteed death benefit” may vary in some jurisdictions. In some states it may be referred to as “no lapse”. For example, a policy may refer to the “no lapse measure” and “no lapse safety test” instead of the “guaranteed death benefit measure” and the “guaranteed death benefit safety test”.

Index of Special Terms

4

Summary of Benefits and Risks

The following is a summary of the benefits and risks of the policy. It is only a summary. Additional information on the policy’s benefits and risks can be found in the later sections of this prospectus.

Benefits of the Policy

DEATH BENEFIT	The primary benefit of your policy is life insurance coverage. While the policy is in force, a death benefit will be paid to the beneficiary when the insured dies.
CHOICE OF DEATH BENEFIT OPTIONS	The policy offers four death benefit options. Each is the greater of the minimum death benefit, or: 1.  Level Option: The current face amount. 2.  Return of Account Value Option: The current face amount plus the account value of the policy. 3.  Return of Premium Option: The current face amount plus the total of the premiums that were paid, less any premiums refunded. 4.  Return of Separate Account Option: The  current face amount, plus the account value, minus the value of the guaranteed principal account in excess of the amount of any policy loan. The death benefit we pay will be reduced by any outstanding policy debt and any unpaid premium needed to avoid termination.
RIGHT TO RETURN THE POLICY	You have a limited period of time after the policy is delivered during which you can cancel the policy and receive a refund.
VARIABLE INVESTMENT CHOICES	The policy offers a choice of over 40 investment divisions within its Separate Account. Each division invests in shares of a designated investment fund.
GUARANTEED PRINCIPAL ACCOUNT	In addition to the above mentioned variable investment choices, you may also invest in the guaranteed principal account (GPA). Amounts allocated to the GPA are guaranteed and earn interest daily.
FLEXIBILITY	The policy is designed to be flexible to help meet your specific life insurance needs. Within limitations, you can: Ÿ  choose the timing, amount and frequency of premium payments; Ÿ  change the death benefit option; Ÿ  increase or decrease the policy’s face amount (higher face amount can result in higher charges); Ÿ  change the beneficiary; Ÿ  change your investment selections.
TRANSFERS	Generally, you may transfer funds among the investment divisions and the guaranteed principal account. Limitations on transfers are described in the Summary of Risks table and in Policy Transactions sections of the prospectus. We also offer two automated transfer programs: Dollar Cost Averaging and Portfolio Rebalancing.
SURRENDERS AND WITHDRAWALS	You may surrender your policy and we will pay you its net surrender value. You may also withdraw a part of the net surrender value. A withdrawal reduces the policy values, may reduce the face amount of the policy and may increase the risk that the policy will lapse.
LOANS	You may take a loan on the policy. The policy secures the loan. Taking a loan may have adverse tax consequences and may cause your policy to lapse even if the guaranteed death benefit safety test is met.
SAFETY TEST	During defined periods of the policy, your policy will not terminate, regardless of its account value, as long as you have made the specified minimum premium payments, the guaranteed death benefit measure is positive, and the policy’s debt limit has not been exceeded.
ASSIGNABILITY	You may generally assign the policy as collateral for a loan or other obligation.
TAX BENEFITS	You are not generally taxed on the policy’s earnings until you withdraw account value from your policy. This is known as tax deferral.
ADDITIONAL BENEFITS	There are a number of additional benefits you may add to your policy by way of riders. The riders available with this policy are listed in the Other Benefits Available Under the Policy section.

Summary of Benefits and Risks

5

Risks of the Policy

INVESTMENT PERFORMANCE	The value of your policy will fluctuate with the performance of the variable investment divisions you select. Your variable investment divisions may decline in value or they may not perform to your expectations. You bear the investment risk of any account value invested in your variable investment divisions.
SUITABILITY	Variable life insurance is designed to meet long-term financial goals. It is not suitable as a vehicle for short-term savings. You should not purchase the policy if you will need the premium payment in a short period of time. Short-term investment strategies may be restricted by the Company.
EARLY SURRENDER	If you surrender your policy you will generally be subject to surrender charges during the first 19 policy years (14 years for policies issued in New York) and during the first 19 years (14 years for policies issued in New York) after an increase in the policy’s face amount. Surrender charges are also known as “deferred sales loads”. The surrender charge will reduce the proceeds payable to you. In some situations, it is possible that there will be little or no value in the policy after the surrender charges are deducted. An early surrender can also result in adverse tax consequences.
WITHDRAWALS	A withdrawal will reduce your policy’s account value by the amount withdrawn, including the withdrawal fee. If the policy’s account value is reduced to a point where it cannot meet a monthly deduction your policy may terminate. A withdrawal may also reduce your policy’s face amount and may have adverse tax consequences.
TERMINATION	Your policy could terminate if the value of the policy becomes too low to support the policy’s monthly charges, it fails the guaranteed death benefit safety test, or it exceeds its debt limit. Before the policy terminates, however, you will receive a grace period during which you will be notified in writing that your coverage may terminate unless you pay additional premium.
LIMITATIONS ON ACCESS TO CASH VALUE	Ÿ  Withdrawals are not available in the first policy year or after the insured’s attained age 99. (An insured’s “attained age” is equal to their issue age plus the number of completed policy years.) Ÿ  A withdrawal reduces the policy values and may reduce the face amount of the policy. A withdrawal may have adverse tax consequences. Ÿ  We may not allow a withdrawal if it would reduce the face amount to less than the policy’s minimum face amount. Ÿ  The minimum withdrawal is $100, including the $25 withdrawal fee. Ÿ  The maximum withdrawal is 75% of the net surrender value. Ÿ  The maximum loan and withdrawal amounts are generally lower in the policy’s early years. Therefore, there may be little to no cash value available for loans and withdrawals in the policy’s early years.
LIMITATIONS ON TRANSFERS	Ÿ  Transfers from the guaranteed principal account are generally limited to one per policy year and may not exceed 25% of its non-loaned value. Ÿ  We reserve the right to reject or restrict transfers if we determine the transfers reflect frequent trading or a market-timing strategy.
IMPACT OF LOANS	Taking a loan from your policy may increase the risk that your policy will terminate. If your policy exceeds the policy debt limit, it may terminate even if the GDB safety test is met. Taking a loan will have a permanent effect on the policy’s net surrender value and will reduce the death benefit paid. Also, policy termination with an outstanding loan can result in adverse tax consequences.
ADVERSE TAX CONSEQUENCES	Under certain circumstances (usually if your premium payments in the first seven years exceed specified limits), your policy may become a “modified endowment contract” (MEC). Under federal tax law, loans, withdrawals, and other pre-death distributions received from a MEC policy are taxed as income first and recovery of basis, second. Also, distributions includible in income received before you attain age 59 1/2, are subject to a 10% penalty tax. Existing tax laws that benefit this policy may change at any time.
ADDITIONAL RISKS	The type of investments that a fund company makes will also create risk. A comprehensive discussion of the risks of each of the funds underlying the divisions of the Separate Account may be found in that fund’s prospectus. You should read the fund’s prospectus carefully before investing.

Summary of Benefits and Risks

6

IMPACT OF TRANSACTIONS ON GUARANTEED DEATH BENEFIT MEASURE AND GUARANTEED DEATH BENEFIT SAFETY TEST

If you choose to allocate premium payments or account value to the guaranteed principal account (GPA) in order to satisfy the guaranteed death benefit (GDB)* safety test, you should be aware that: Ÿ  Policy transactions, such as transfers, withdrawals, and loans, from the GPA will have a negative impact on your GDB measure. Ÿ  Changes to your policy that negatively affect the value of the GPA will also have a negative impact your GDB measure. These policy changes include, but are not limited to: face amount changes, death benefit option changes, premium payment frequency changes, and adding or terminating riders. If the change or transaction results in a reduction to the GDB measure, the premium required to satisfy the safety test may increase. Additionally, your policy may not meet the GDB safety test on the monthly charge date on which the change or transaction is effective. Therefore, before making a policy change or completing a policy transaction, you should be aware that doing so may put your policy at risk of early termination. You should contact your registered representative and request a new policy illustration that takes into account policy transactions or changes involving the GPA. *  The term “guaranteed death benefit” may vary in some jurisdictions. In some states it may be referred to as “no lapse”. For example, a policy may refer to the “no lapse measure” and “no lapse safety test” instead of the “guaranteed death benefit measure” and the “guaranteed death benefit safety test”.

POLICY CHARGE INCREASE

We have the right to increase certain policy and rider charges; however, the charges will not exceed the maximum charges identified in the fee tables.

Summary of Benefits and Risks

7

Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the policy. A more detailed description of these fees can be found in the Charges and Deductions section of this prospectus.

Transaction Fees

This table describes the fees and expenses that you will pay at the time you pay premium, take account value out of the policy, or exercise certain riders.

Charge	When Charge is Deducted	Current Amount Deducted	Maximum Amount Deducted
Premium Expense Charge	When you pay premium.	All Coverage Years 5.0% of the premium payment is deducted from each premium paid.	All Coverage Years 5.0% of the premium payment is deducted from each premium paid.
Surrender Charges1,2,3,4	When you surrender the policy for its net surrender value. Charge may also apply at the time of an elected decrease in face amount.	First Coverage Year Current Range of Rates per $1000 of Face Amount Ÿ $10.78 — $55.99	same as current
Surrender charge for a 65-year-old male, non-tobacco user, in the standard risk class, with death benefit option 1, and an initial total face amount of $500,000.1,2,3,4,5	When you surrender the policy for its net surrender value. Charge may also apply at the time of an elected decrease in face amount.	First Coverage Year Ÿ $55.75 per $1000 of Face Amount	First Coverage Year Ÿ $55.75 per $1000 of Face Amount
Processing Fees	When Fee is Deducted	Current Amount Deducted	Maximum Amount Deducted
Withdrawal Fee	When you withdraw a portion of your account value from the policy.	$25 per withdrawal	$25 per withdrawal
Accelerated Death Benefit Rider	When you elect an accelerated death benefit payment.	$150	$250
Substitute of Insured Rider	When you elect to substitute the insured.	$75	$75

1 Maximum and current rates are lower for policies issued in New York. Please contact your registered representative for more information.

2 For the initial face amount, the rates vary by the insured’s gender, issue age, risk classification, and by the year of coverage. For each increase in the face amount, the rates are based on the age, gender, and risk classification of the insured on the effective date of the increase and by the year of coverage. The surrender charge is shown in the policy’s Specifications Pages. The rates in this table may not be representative of the charge that a particular policy owner will pay. If you would like information on the surrender charge rates for your particular situation, you can request a personalized illustration from your financial representative or by calling the MassMutual Customer Service Center at 1-800-272-2216.

3 Under certain circumstances, the surrender charge may not apply when exchanging this policy for a qualifying non-variable life insurance policy offered by MassMutual or one of its subsidiaries. Please see the “Surrender Charges” section for more information.

Fee Tables

8

4 Surrender charges generally apply for the first 19 years (14 years for policies issued in New York) of a segment’s coverage. They decrease each year and, in any year, will equal the first year’s surrender charge multiplied by the applicable coverage year factor listed in the following table. Note the column heading “NY Factor” applies to policies issued in New York only. The factors for issue ages above 80, or for attained ages above 80 on additional segments, will be different than those shown below.

Coverage Year	Factor	NY Factor	Coverage Year	Factor	NY Factor
1	1.00	1.00	11	0.53	0.29
2	0.94	0.93	12	0.50	0.21
3	0.89	0.86	13	0.45	0.14
4	0.84	0.79	14	0.41	0.07
5	0.79	0.71	15	0.34	0.00
6	0.74	0.64	16	0.28	0.00
7	0.70	0.57	17	0.21	0.00
8	0.66	0.50	18	0.14	0.00
9	0.61	0.43	19	0.07	0.00
10	0.57	0.36	20	0.00	0.00

5 The rates shown for the “representative insured” are first year rates only.

Periodic Charges Other than Fund Operating Expenses

This table describes the fees and expenses that you will pay periodically, other than fund operating expenses, during the time that you own the policy.

Charge	When Charge is Deducted	Current Amount Deducted	Maximum Amount Deducted
Insurance Charge1,2 Band 1 Ÿ $50,000 — $5,000,000 face amount Band 2 Ÿ $5,000,001+ face amount	Monthly, on the policy’s monthly charge date.	Current Range of Rates per $1000 of Insurance Risk Ÿ Band 1 — $0.03 — $79.16 Ÿ Band 2 — $0.02 — $79.16	Ÿ $83.33 per $1000 of Insurance Risk
Insurance charge for a 65-year-old male, non-tobacco user, in the standard risk class, with death benefit option 1, and an initial total face amount of $500,000.1,2,3	Monthly, on the policy’s monthly charge date.	Ÿ $0.37 per $1000 of Insurance Risk	Ÿ $1.76 per $1000 of Insurance Risk
Additional mortality fees may be assessed for risks associated with certain health conditions, occupations, aviation, avocations or driving history. Note the combination of insurance charges and additional mortality fees, if any, will not exceed $83.33 per $1000 of insurance risk or face amount.	Monthly, on the policy’s monthly charge date.	Current range of Rates. Ÿ $0.01 — $83.33 per $1000 of Insurance Risk Ÿ $0.08 — $83.33 per $1000 of Face Amount	Ÿ $83.33 per $1000 of Insurance Risk Ÿ $83.33 per $1000 of Face Amount
Administrative Charge2	Monthly, on the policy’s monthly charge date.	All Policy Years Ÿ $0 per policy	All Policy Years Ÿ $12 per policy

Fee Tables

9

Charge	When Charge is Deducted	Current Amount Deducted		Maximum Amount Deducted
Asset Charge4	Daily.	Annual percentage of the policy’s average daily net assets in the Separate Account		Annual percentage of the policy’s average daily net assets in the Separate Account
		Your Value in the Separate Account $0-$49,999.99 $50,000-$99,999.99 $100,000+	Policy Yrs. 1-15 1.00% 0.75% 0.50%	Your Value in the Separate Account $0-$49,999.99 $50,000-$99,999.99 $100,000+	Policy Yrs. 1-15 1.15% 0.90% 0.65%
		Policy Years 16+	0.50%	Policy Years 16+	0.50%
Face Amount Charge2,5	Monthly, on the policy’s monthly charge date.	Current Range of Rates per $1000 of face amount.		same as current
		Coverage Years 1-5 6+	Rates $0.10-$0.41 $0.00
Face amount charge for a 65-year-old male, non-tobacco user, in the standard risk class, with death benefit option 1, and an initial total face amount of $500,000.2,3	Monthly, on the policy’s monthly charge date.	Ÿ $0.15 per $1000 of face amount		Ÿ $0.15 per $1000 of face amount
Loan Interest Rate Expense Charge6	Reduces the interest we credit on the loaned value. We credit loan interest daily.	Policy Year 1-15 16+	Rate 1.00% 0.00%	Policy Year 1-15 16+	Rate 1.00% 0.25%
		of loaned amount		of loaned amount
Riders	When Rider Charge is Deducted	Current Amount Deducted		Maximum Amount Deducted
Additional Insurance1,5	Monthly, on the policy’s monthly charge date.	Current Range of Insurance Rates per $1000 of Rider Insurance Risk Ÿ Band 1 — $0.03 — $82.50 Ÿ Band 2 — $0.02 — $82.50 Current Range of Rates per $1000 of Rider Face Amount		Insurance Charge Ÿ $83.33 per $1000 of Rider Insurance Risk Rider Face Amount Charge same as current rate
		Coverage Year 1-5 6+	Rate $0.10-$0.41 $0.00
Rider charge for a 65-year-old male, non-tobacco user, in the standard risk class, with death benefit option 1, and an initial total face amount of $500,000.1,3	Monthly, on the policy’s monthly charge date.	Ÿ $0.40 per $1000 of Rider Insurance Risk Ÿ $0.15 per $1000 of Rider Face Amount		Ÿ $1.76 per $1000 of Rider Insurance Risk Ÿ $0.15 per $1000 of Rider Face Amount

Fee Tables

10

Riders	When Rider Charge is Deducted	Current Amount Deducted	Maximum Amount Deducted
Disability Benefit7,8	Monthly, on the policy’s monthly charge date.	Current Range of Rates per $1 of Monthly Deduction Ÿ $0.01 — $0.26 Current Range of Rates per $1 of Specified Benefit Amount Ÿ $0.00 — $0.04	same as current
Rider charge for a 35-year-old male, non-tobacco user, in the standard risk class, with death benefit option 1, and an initial total face amount of $500,000.3,7,8	Monthly, on the policy’s monthly charge date.	Ÿ $0.06 per $1 of Monthly Deduction Ÿ $0.02 per $1 of Specified Benefit Amount	Ÿ $0.06 per $1 of Monthly Deduction Ÿ $0.02 per $1 of Specified Benefit Amount
Guaranteed Insurability8	Monthly, on the policy’s monthly charge date.	Current Range of Rates per $1000 of Option Amount Ÿ $0.03 — $0.11	same as current
Rider charge for a 35-year-old male, non-tobacco user, in the standard risk class, with death benefit option 1, and an initial total face amount of $500,000.3,8	Monthly, on the policy’s monthly charge date.	Ÿ $0.11 per $1000 of Option Amount	Ÿ $0.11 per $1000 of Option Amount
Other Insured1,2	Monthly, on the policy’s monthly charge date.	Current Range of Rates per $1000 of Rider Insurance Risk	Ÿ $83.33 per $1000 of Rider Insurance Risk
When issued on the base insured:		Ÿ Band 1 — $0.03 — $79.16 Ÿ Band 2 — $0.02 — $79.16
When issued on another insured:		Ÿ Band 1 — $0.03 — $79.16 Ÿ Band 2 — $0.02 — $79.16
Rider charge for a 65-year-old male, non-tobacco user, in the standard risk class, with death benefit option 1, and an initial total face amount of $500,000.1,3	Monthly, on the policy’s monthly charge date.	Ÿ $0.37 per $1000 of Rider Insurance Risk	Ÿ $1.76 per $1000 of Rider Insurance Risk
Waiver of Monthly Charges7,8	Monthly, on the policy’s monthly charge date.	Current Range of Rates per $1 of Monthly Deduction Ÿ $0.01 — $0.26	same as current
Rider charge for a 35-year-old male, non-tobacco user, in the standard risk class, with death benefit option 1, and an initial total face amount of $500,000.3,7,8	Monthly, on the policy’s monthly charge date.	Ÿ $0.06 per $1 of Monthly Deduction	Ÿ $0.06 per $1 of Monthly Deduction
Waiver of Specified Premium7,8	Monthly, on the policy’s monthly charge date.	Current Range of Rates per $1 of Monthly Deduction Ÿ $0.01 — $0.26 Current Range of Rates per $1 of Specified Premium Amount Ÿ $0.00 — $0.04	same as current
Rider charge for a 35-year-old male, non-tobacco user, in the standard risk class, with death benefit option 1, and an initial total face amount of $500,000.3,7,8	Monthly, on the policy’s monthly charge date.	Ÿ $0.06 per $1 of Monthly Deduction Ÿ $0.02 per $1 of Specified Premium Amount	Ÿ $0.06 per $1 of Monthly Deduction Ÿ $0.02 per $1 of Specified Premium Amount

Fee Tables

11

Riders	When Rider Charge is Deducted	Current Amount Deducted	Maximum Amount Deducted
Additional mortality fees may be assessed for risks associated with certain health conditions, occupations, aviation, avocations or driving history. Note the combination of insurance charges and additional mortality fees, if any, will not exceed $83.33 per $1000 of insurance risk or face amount.	Monthly, on the policy’s monthly charge date.	Current range of Rates Ÿ $0.01 — $83.33 per $1000 of Face Amount	Ÿ $83.33 per $1000 of Face Amount

1 The rates vary by the insured’s gender, issue age, and risk classification, and by the year of coverage. When your policy is issued, the band for the insurance charge is set based on your policy’s initial total face amount. For the purpose of determining what band your insurance charges will be calculated from, the policy’s initial total face amount includes the face amount for the base policy plus the face amount(s) of the Other Insured (when used for the base insured) and the Additional Insurance riders, if part of the policy when it is issued. The insurance charge band will not change for the life of the policy regardless of any future changes to the policy’s face amount. The rates may not be representative of the charge that a particular policy owner will pay. If you would like information on the insurance charge rates for your particular situation, you can request a personalized illustration from your financial representative or by calling the MassMutual Customer Service Center at 1-800-272-2216.

The insurance charge rates reflected in this table are for standard risks; the maximum insurance charges are based on the 1980 Commissioners Standard Ordinary (1980 CSO) Tables. Insurance risk is a liability of the insurance company and is equal to the difference between the death benefit and the account value.

Current insurance charge rates reflect a range of minimum and maximum rates. All other factors being equal, the actual rate charged for policies in Band 2 may be lower than the rate charged for policies in Band 1.

2 Monthly charges beyond the insured’s attained age 99 are zero.

3 The rates shown for the “representative insured” are first year rates only.

4 The asset charge is determined on each monthly charge date and is applied daily to the variable account value only. Maximum and current rates may vary in Maryland but will not exceed the maximum rates shown. Please contact your registered representative for more information.

5 The face amount charge is set at issue for the initial face amount and, for each increase, on the effective date of the increase. The rates will vary by the issue age of the insured for the initial face amount and, for increases, by the insured’s attained age on the effective date of the increase. Once set, however, the charge per $1000 of face amount remains constant during each segment’s first five coverage years, and then, in coverage years six and beyond, it is zero. The range of face amount rates reflected for coverage years 1-5 simply accounts for the range of issue ages for all potential insureds.

6 We charge interest on policy loans, but we also credit interest on the cash value we hold as collateral on policy loans. The Loan Interest Rate Expense Charge represents the difference (cost) between the loan interest rate charged and the interest credited on loaned amounts.

7 The policy’s “monthly deduction” is the sum of the following current monthly charges: (a) administrative charge, (b) face amount charge, (c) insurance charge, and (d) any applicable rider charges.

8 The rates vary by the insured’s gender and age.

Fee Tables

12

Annual Fund Operating Expenses

While you own the contract, if your assets are invested in any of the divisions of the Separate Account, you will be subject to the fees and expenses charged by the fund in which that division invests. The first table shows the minimum and maximum total operating expenses charged by any of the funds, expressed as a percentage of average net assets, for the year ended December 31, 2006. More detail concerning each fund’s fees and expenses that you may periodically be charged during the time that you own the contract, is contained in the second table below and each fund prospectus.

Charge	Minimum	Maximum
Total Annual Fund Operating Expenses that are deducted from Fund assets, including management fees, distribution, and/or 12b-1 fees, and other expenses.	0.35%	1.55%

Investment Management Fees and Other Expenses

The following table provides more specific information about the total fund operating expenses of each fund. The fees and expenses reflected in this table are expressed as a percentage of average net assets for the year ended December 31, 2006.

Fund Name	Management Fees1	Other Expenses	12b-1 Fees		Acquired Fund Fee & Expenses		Total Annual Fund Operating Expenses
AIM V.I. Financial Services Fund (Series I)	0.75%	0.37%	—		0.01	%2	1.13%3
AIM V.I. Global Health Care Fund (Series I)	0.75%	0.35%	—		0.01	%2	1.11%3,4
AIM V.I. Technology Fund (Series I)	0.75%	0.37%	—		—	2	1.12%3
American Century VP Income & Growth Fund (Class I)	0.70%5	0.00%	—		—		0.70%
American Century VP Value Fund (Class I)	0.93%5	0.00%	—		—	6	0.93%
American Funds® Asset Allocation Fund (Class 2)	0.32%7	0.01%	0.25	%	—		0.58%7
American Funds® Growth-Income Fund (Class 2)	0.27%	0.01%	0.25	%	—		0.53%7
DWS Small Cap Index VIP (Class A)	0.45%8	0.05%	—		—		0.50%9
Fidelity® VIP Contrafund® Portfolio (Initial Class)	0.57%	0.09%	—		—		0.66%10
Franklin Small Cap Value Securities Fund (Class 2)	0.51%	0.17%	0.25	%11	0.03	%12	0.96%12
Goldman Sachs VIT Capital Growth Fund (Institutional)	0.75%13	0.10%14	—		—		0.85%15
Janus Aspen Balanced Portfolio (Service)	0.55%	0.03%	0.25	%16	—	17	0.83%
Janus Aspen Forty Portfolio (Service)	0.64%	0.06%	0.25	%16	—	17	0.95%
Janus Aspen Worldwide Growth Portfolio (Service)	0.60%18	0.05%	0.25	%16	—	17	0.90%
MFS® Investors Trust Series (Initial Class)	0.75%	0.11%	—		—		0.86%19
MFS® New Discovery Series (Initial Class)	0.90%	0.13%	—		—		1.03%19
MML Blend Fund	0.40%	0.03%20	—		—		0.43%
MML Emerging Growth Fund	1.05%	0.50%	—		—		1.55%21
MML Enhanced Index Core Equity Fund	0.55%	0.15%20	—		—		0.70%21
MML Equity Fund	0.39%	0.03%20	—		—		0.42%
MML Equity Index Fund (Class II)	0.10%	0.25%20	—		—		0.35%22
MML Growth Equity Fund	0.80%	0.35%20	—		—		1.15%21
MML Inflation-Protected Bond Fund	0.57%	0.04%	—		—		0.61%
MML Large Cap Value Fund	0.78%	0.07%20	—		—		0.85%21
MML Managed Bond Fund	0.45%	0.01%20	—		—		0.46%
MML Money Market Fund	0.50%	0.06%	—		—		0.56%
MML OTC 100 Fund	0.45%	0.63%20	—		—		1.08%21
MML Small Cap Equity Fund	0.65%	0.26%20	—		—		0.91%21
MML Small Cap Growth Equity Fund	1.07%	0.12%20	—		—		1.19%21
MML Small Company Opportunities Fund	1.05%	0.07%20	—		—		1.12%21
Oppenheimer Capital Appreciation Fund/VA (Non-Service)	0.64%	0.03%23	—		—		0.67%24
Oppenheimer Core Bond Fund/VA (Non-Service)	0.73%	0.04%23	—		—		0.77%24
Oppenheimer Global Securities Fund/VA (Non-Service)	0.62%	0.04%23	—		—		0.66%24
Oppenheimer High Income Fund/VA (Non-Service)	0.72%	0.02%23	—		—		0.74%24
Oppenheimer International Growth Fund/VA (Non-Service)	0.99%	0.05%23	—		—		1.04%24
Oppenheimer Main Street Fund®/VA (Non-Service)	0.64%	0.02%23	—		—		0.66%24
Oppenheimer MidCap Fund/VA (Non-Service)	0.67%	0.02%23	—		—		0.69%24
Oppenheimer Strategic Bond Fund/VA (Non-Service)	0.62%	0.02%23	—		—		0.64%25
T. Rowe Price Blue Chip Growth Portfolio	0.85%	0.00%	—		—		0.85%
T. Rowe Price Equity Income Portfolio	0.85%	0.00%	—		—		0.85%
T. Rowe Price Mid-Cap Growth Portfolio26	0.85%	0.00%	—		—		0.85%
Templeton Foreign Securities Fund (Class 2)	0.63%	0.15%	0.25	%11	0.03	%12	1.06%12

Fee Tables

13

1 The “Management Fee” is the investment advisory fee paid by the Portfolio or Fund to its investment adviser.

2 Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund’s investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

3 The fund’s advisor has contractually agreed to waive advisory fees and/or reimburse expenses of the fund to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.30% of average daily net assets. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the number stated above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund’s Board of Trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. These credits are used to pay certain expenses incurred by the Fund. The expense limitation is in effect through April 30, 2008.

4 Through April 30, 2008, the advisor has contractually agreed to waive a portion of its advisory fees to the extent necessary so that the advisory fees payable by the fund does not exceed a specified maximum annual advisory fee rate, wherein the fee rate includes breakpoints and is based upon net asset levels. The fund’s maximum annual advisory fee rate ranges from 0.75% (for average net assets up to $250 million) to 0.68% (for average net assets over $10 billion).

5 Based on expenses incurred by the fund, as stated in the most recent shareholder report. The fund has a stepped fee schedule. As a result, the fund’s management fee rate generally decreases as fund assets increase.

6 Other expenses, which include the fees and expenses of the fund’s independent trustees and their legal counsel, interest, and fees and expenses incurred indirectly by the fund as a result of investment in shares of one or more mutual funds, hedge funds, private equity funds or other pooled investment vehicles, were less than 0.005% for the most recent fiscal year.

7 The fund’s investment adviser is voluntarily waiving a portion of management fees. If this waiver were included, the management fees for the Asset Allocation Fund would have been 0.29%, and the total expenses would have been 0.55%; the management fees for the Growth-Income Fund would have been 0.24% and the total expenses would have been 0.50%.

8 Includes 0.10% administration fee.

9 Pursuant to their respective agreements with DWS VIT Funds, the investment manager, the underwriter and the accounting agent have agreed, through September 30, 2007, to limit their respective fees and to reimburse other expenses to the extent necessary to limit total operating expenses to 0.48%.

10 A portion of the brokerage commissions that the fund pays may be reimbursed and used to reduce the fund’s expenses. In addition, through arrangements with the fund’s custodian, credits realized as a result of uninvested cash balances are used to reduce the fund’s custodian expenses. Including these reductions, the total class operating expenses would have been 0.65%. This offset may be discontinued at any time.

11 While the maximum amount payable under the fund’s class rule 12b-1 plan is 0.35% per year of the fund’s class average annual net assets, the fund’s Board of Trustees (Board) has set the current rate at 0.25% per year.

12 The manager has agreed in advance to reduce its fee from assets invested by the Fund in a Franklin Templeton money market fund (the acquired fund) to the extent that the Fund’s fees and expenses are due to those of the acquired fund. This reduction is required by the Trust’s board of trustees and an exemptive order of the Securities and Exchange Commission (SEC). If all fee reductions were reflected, total net fund operating expenses would have been: 0.89% for the Franklin Small Cap Value Securities Fund (Class 2) and 1.02% for the Templeton Foreign Securities Fund (Class 2).

13 The Investment Adviser has entered into a fee reduction commitment for the Funds which was implemented on a voluntary basis prior to April 28, 2006 and on a contractual basis as of April 28, 2006: for the fund’s management fee (at an annual rate) of 0.75% for the first $1 billion; 0.68% for the next $ 1 billion; and 0.65% for over $2 billion of average daily net assets.

14 “Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of the fund plus all other ordinary expenses not detailed above.

The Investment Adviser has agreed to limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agent fees and expenses, taxes, interest, brokerage fees, litigation and indemnification costs, shareholder meeting and other extraordinary expenses to the extent that such expenses exceed, on an annual basis, 0.114% of the fund’s average daily net assets. The Investment Adviser may cease or modify the expense limitation at its discretion at any time. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.

15 The fund’s annual operating expenses are based on actual expenses for the fiscal year ended December 31, 2006.

16 Because the 12b-1 fee is charged as an ongoing fee, over time the fee will increase the cost of your investment and may cost you more than paying other types of sales charges.

17 “Acquired Fund” means any underlying portfolio in which a Portfolio invests or has invested in during the period. Total Annual Fund Operating Expenses shown will not correlate to each portfolio’s ratio of gross expenses to average net assets appearing in the Financial Highlights tables, which reflect the operating expenses of a Portfolio and does not include Acquired Fund fees and expenses. Amounts less than 0.01%, if applicable, are included in Other Expenses.

18 The fund pays an investment advisory fee rate that may adjust up or down based upon the Portfolio’s performance relative to its benchmark index during a measuring period. This fee rate, prior to any performance adjustment, is shown in the table above. Any such adjustment to this fee rate commenced February 2007 and may increase or decrease the management fee rate shown in the table by a variable up to 0.15%, assuming constant assets. The Management Fee rate could be even higher or lower than this range, however, depending on asset fluctuations during the measuring period. Refer to the “Management Expenses” section in the fund’s prospectus for additional information with further description in the Statement of Additional Information.

Fee Tables

14

19 The fund has entered into an expense offset arrangement that reduces the fund’s custodian fee based upon the amount of cash maintained by the fund with its custodian and dividend disbursing agent. Such fee reduction is not reflected in the table. Had this fee reduction been taken into account, “Net Expenses” would be lower.

20 Other Expenses include Acquired Fund fees and expenses, which represent approximate expenses borne indirectly by the Fund in its most recent fiscal year through investments in other pooled investment vehicles. The amount of Acquired Fund fees and expenses may change in the coming year due to a number of factors including, among others, a change in allocation of the Fund’s investments among other pooled investment vehicles.

21 MassMutual has agreed to bear expenses of the funds (other than the management fees, interest, taxes, brokerage commissions, extraordinary litigation and legal expenses, or other non-recurring or unusual expenses), excluding Acquired Fund fees and expenses, in excess of 0.11% of the average daily net asset values of the funds through April 30, 2008. Such agreements cannot be terminated unilaterally by MassMutual. The expenses shown for MML Emerging Growth Fund, MML Enhanced Index Core Equity Fund, MML Growth Equity Fund, MML OTC 100 Fund and MML Small Cap Equity Fund do not include this reimbursement. If this table did reflect these reimbursements, the Total Net Operating Expenses would be 1.16% for MML Emerging Growth Fund, 0.66% for MML Enhanced Index Core Equity Fund, 0.91% for MML Growth Equity Fund, 0.56% for MML OTC 100 Fund and 0.76% for MML Small Cap Equity Fund. We did not reimburse any expenses of the MML Large Cap Value Fund, MML Small Cap Growth Equity Fund or MML Small Company Opportunities Fund in 2006.

22 MassMutual has agreed to bear the expenses (other than the management and administrative fees, interest, taxes, brokerage commissions, extraordinary litigation and legal expenses, or other non-recurring or unusual expenses), excluding Acquired Fund fees and expenses, in excess of 0.05% of the average daily net asset values through April 30, 2008. Such agreements cannot be terminated unilaterally by MassMutual. In addition, MassMutual has agreed to waive certain administrative and shareholder service fees payable by the fund on account of Class II shares. If this table had reflected these waivers, the Total Net Operating Expenses would have been 0.29%.

23 The “Other Expenses” in the table are based on, among other things, the fees the fund would have paid if the transfer agent had not waived a portion of its fee under a voluntary undertaking to the fund to limit these fees to 0.35% of average daily net assets per fiscal year for all classes. That undertaking may be amended or withdrawn at any time. For the fund’s fiscal year ended December 31, 2006, the transfer agent fees did not exceed the expense limitation described above.

24 The manager will waive fees and/or reimburse fund expenses in an amount equal to the indirect management fees incurred through the fund’s investment in the Oppenheimer Institutional Money Market Fund (IMMF). During the year ended December 31, 2006, the manager waived $5,287 for Oppenheimer Capital Appreciation Fund/VA, $126 for Oppenheimer Core Bond/VA, $13,271 for Oppenheimer Global Securities Fund/VA, $474 for Oppenheimer High Income Fund/VA, $526 for Oppenheimer International Growth Fund/VA, $2,785 for Oppenheimer Main Street Fund/VA, and $2,708 for Oppenheimer MidCap Fund/VA for IMMF management fees. There was no change to “Other Expenses” and “Total Operating Expenses.”

25 The manager will waive fees and/or reimburse fund expenses in an amount equal to the indirect management fees incurred through the fund’s investment in Oppenheimer Institutional Money Market Fund (IMMF). During the year ended December 31, 2006, the manager waived $74,462 for IMMF management fees. The fund also had a reduction to custodian expenses of $5,883. After these waivers/reductions, the actual “Other Expenses” and “Total Annual Operating Expenses” as a percentage of average daily net assets were 0.01% and 0.63%.

26 The T. Rowe Price Mid-Cap Growth Portfolio is unavailable for contracts issued on May 1, 2004, or later.

(See the fund prospectus and Statement of Additional Information documents for more details.)

Fee Tables

15

The Company

In this prospectus, the “Company,” “we,” “us,” and “our” refer to Massachusetts Mutual Life Insurance Company (“MassMutual”). MassMutual is a diversified financial services company providing life insurance, disability income insurance, long-term care insurance, annuities, and retirement and other products to individual and institutional customers. MassMutual is organized as a mutual life insurance company.

MassMutual’s home office is located at 1295 State Street, Springfield, Massachusetts 01111-0001.

The VUL Guard^SM Policy

General Overview

The policy is a life insurance contract between you (the owner) and MassMutual. In exchange for your premium payments, we agree to pay a death benefit to the beneficiary when the insured dies while the policy is in force.

The policy provides premium payment and death benefit flexibility. It permits you to vary the frequency and amount of premium payments and to increase or decrease the policy’s face amount. The policy also offers you a choice of four death benefit options and you can, within limitations, change your death benefit option. You cannot, however, change the death benefit option after the insured’s attained age 99. This flexibility allows you to meet changing insurance needs under a single life insurance policy. The policy also provides additional amounts payable upon death of the insured through certain riders that may be added to your policy with additional charges.

Generally, you are not taxed on policy earnings until you take money out of the policy. In most cases, you will not be taxed on the amounts you take out until the total of all your withdrawals exceeds the amount of all your premium payments. This is known as tax deferral.

The policy is called variable life insurance because you can choose to allocate your net premium payments among various investment choices. Your choices include the funds listed in this prospectus and a guaranteed principal account (GPA). Your policy value and the amount of the death benefit we pay may vary due to a number of factors including, but not limited to, the investment performance of the funds you select, the interest we credit on the GPA, and the death benefit option you select.

When the insured dies, if the policy is in force, we will pay the beneficiary a death benefit. The policy offers a number of death benefit payment methods.

Your life insurance policy provides coverage for as long as the policy has sufficient account value. It does not “mature” or provide an endowment in a specific policy year as some traditional life insurance policies do.

This policy is “participating” which means it may or may not share in 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 the policy’s contribution to divisible surplus. Since we do not expect this policy to contribute to divisible surplus, we do not expect that any dividends will be payable on this policy.

This prospectus describes the policy. You should consult your policy for more information about its terms and conditions, and for any state-specific variances that may apply to your policy.

The Company/The VUL Guard^SM Policy

16

Owner, Insured, Beneficiary

Owner

You name the owner in the application, however, the owner may be changed while the policy is in force, therefore, the owner is the person we have listed as such in our records. The owner is the person who will generally make the choices that determine how the policy operates while it is in force. When we use the terms “you” or “your”, in this prospectus, we are referring to the owner.

The sale of your policy to an unrelated investor, sometimes called a viatical company, in a “life settlement” typically has high transaction costs that may significantly reduce the value of your estate. Discuss the benefits and risks of selling your life insurance policy with your registered representative and estate planner before you enter into a life settlement.

Insured

The insured is the person on whose life the policy is issued. The policy owner must have an insurable interest in the life of the insured in order for the policy to be valid under state law and for the policy to be considered life insurance for income tax purposes. If the policy does not comply with the insurable interest requirements of the issue state at the time of issue, the policy may be deemed void from the beginning. As a result, the policy would not provide the intended benefits. It is the responsibility of the policy owner to determine whether proper insurable interest exists at the time of policy issuance.

You name the insured in the application for the policy. We will not issue a policy for an insured who is age 81 or older or age 71 or older if death benefit option 3 is selected. Before issuing a policy, we will require evidence to determine the insurability of the insured. This will usually require a medical examination.

Beneficiary

The beneficiary is the person you name in the application to receive any death benefit. You may name different classes of beneficiaries, such as primary and secondary. These classes will set the order of payment. There may be more than one beneficiary in a class.

Unless an irrevocable beneficiary has been named or an assignment is in effect, you can change the beneficiary at any time before the insured dies by sending a written request to our Administrative Office. The owner must have the consent of an irrevocable beneficiary or assignee to change the beneficiary. Generally, the change will take effect as of the date your request is signed.

If no beneficiary is living when the insured dies, unless you have given us different instructions, we will pay you the death benefit. If you are deceased, it will be paid to your estate.

Owner, Insured, Beneficiary

17

Purchasing a Policy and Your Right to Cancel

Purchasing a Policy

To purchase a policy you must send us a completed application. The minimum initial face amount of a policy is currently $50,000. The owner selects, within our limits, the policy’s “face amount”. It is used to determine the amount of insurance coverage the policy provides while it is in force. The “initial face amount” is the face amount on the policy date. It will be listed on the first page of your policy.

We determine whether to accept or reject the application for the policy and the insured’s risk classification. Coverage under the policy becomes effective on the date all of the necessary requirements are received, in good order, at our Administrative Office. However, if we have not received the amount required to pay the first premium and any subsequent premiums already due, and all documents necessary to process the premium by the issue date, coverage will not begin until the date those items are received, in good order, at our Administrative Office.

“Good order” means that all the necessary documents and forms are complete and in our possession.

Policies generally are issued with values that vary based on the gender of the insured. In some situations, however, we may issue unisex policies. That is, policies whose values do not vary by the gender of the insured. Policies issued in Montana are unisex and policies issued as part of an employee benefit plan may be unisex. References in this prospectus to sex-distinct policy values are not applicable to unisex policies.

Your Right To a “Free Look”

You have the right to cancel the policy, generally, within 10 days of receiving it (“free look”). If you cancel the policy, we will issue a refund. The state in which the policy is issued determines the free look period and the type of refund that applies. You should refer to your policy for details. However, the following will give you a general idea of the type of refund you may receive.

Most states require us to refund the policy’s account value less any policy debt. Other states require us to refund the premium paid less withdrawals and debt. In those states your premium payment is held in the Guaranteed Principal Account during the free look period.

Additionally, under certain circumstances such as mistake of fact, we may reissue your policy with different features after the free look period expires. Please contact your registered representative for details if you feel your policy should be reissued.

To cancel the policy, return it to us at our Administrative Office, to the registered representative who sold the policy, or to one of our agency offices.

Replacements

A “replacement” occurs when a new policy or contract is purchased and, in connection with the sale, an existing policy or contract is surrendered, lapsed, forfeited, assigned to the replacing insurer, otherwise terminated, or used in a financial purchase. A “financial purchase” occurs when the purchase of a new life insurance policy or annuity contract involves the use of funds obtained from the values of an existing life insurance policy or annuity contract through withdrawal, surrender, or loan.

There are circumstances in which replacing your existing life insurance policy or annuity contract can benefit you. As a general rule, however, replacement is not in your best interest. Accordingly, you should make a careful comparison of the costs and benefits of your existing policy or contract and the proposed policy or contract to determine whether replacement is in your best interest.

You should also note that once you have replaced your variable life insurance policy or annuity contract, you generally cannot reinstate it even if you choose not to accept your new variable life insurance policy or annuity contract during your “free look” period. The only exception to this rule would be if you live in a state that requires the insurer to reinstate the previously surrendered policy or contract if the owner chooses to reject their new variable life insurance policy or annuity contract during the “free look” period.

Purchasing a Policy and Your Right to Cancel

18

Premiums

The planned premium amount you pay is based on a number of factors including, but not limited to:

Ÿ the face amount,

Ÿ the insured’s gender,

Ÿ the insured’s issue age,

Ÿ the insured’s risk classification,

Ÿ policy charges,

Ÿ the death benefit option, and

Ÿ whether or not any riders apply to the policy.

Premium Payments and Payment Plans

Generally, you will give your first premium payment to the registered representative who sold you the policy. You should note, however, that premium payments are not applied to your policy until they are received, in good order, at our Administrative Office.

If you or the premium payor receive a single bill for multiple insurance policies, subsequent premium payments for VUL Guard should be sent to:

MassMutual Financial Group

APM Payment Processing Center

PO Box 92485

Chicago, IL 60675-2485

For all other policies, subsequent premium payments for VUL Guard should be sent to the appropriate following lockbox (premium payment processing service) addresses:

Regular Mail:

MassMutual

PO Box 92483

Chicago, IL 60675-2483

Overnight Mail:

MassMutual

350 North Orleans Street

Receipt & Dispatch 8th Floor

Lockbox 92483

Chicago, IL 60654

Subsequent premium payments should not be sent to our Administrative Office. They should be sent to the appropriate lockbox. Premium payments sent to an incorrect lockbox will be considered not in good order. We will reroute the payment and apply it on the valuation date when it is determined to be in good order.

You may also make premium payments by wire transfer. For instructions on how to make a premium payment by wire transfer, please call our Administrative Office at 1-800-272-2216.

First Premium

Generally, you determine the first premium you want to pay for the policy, but it must be at least equal to the minimum initial premium. The minimum initial premium depends on:

Ÿ your chosen premium frequency;

Ÿ the policy’s initial face amount and death benefit option;

Ÿ the issue age, gender, and risk classification of the insured; and

Ÿ any riders on the policy.

Planned Premiums

When applying for the policy, you select (within the policy limitations) the planned premium and payment frequency (annual, semiannual, quarterly, or monthly check service). We will send premium notices for the planned premium based on the amount and frequency in effect.

To change the amount and frequency of planned premiums, you may submit your request to our Administrative Office. Changing the amount and/or frequency of planned premiums can, however, have a negative impact on the policy.

If you change the frequency of your planned premiums, your policy may be at risk of lapsing because we do not bill for fractional payment periods.

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Example:

Your policy anniversary is on January 2 and you make planned quarterly premium payments. We have been sending you a bill each quarter for the applicable premium. In June you notify us that you want to change your planned premium from quarterly payments to annual payments. In this situation, we would have sent you bills for the first and second quarterly payments of that year. After receiving your notification, however, we would not send you a bill for the last two quarterly payments of that year. We will send your next bill out on the following policy anniversary date (January 2). If you choose not to make a premium payment between July and January 2, your policy may lapse before you receive your next bill. For more information on what happens if your policy lapses, please read the section titled Policy Termination and Reinstatement.

Additionally, if you choose a guaranteed death benefit, you must allocate a specific amount of the planned premium to the GPA according to a pre-determined payment schedule. These premium allocations to the GPA are called the GDB premium. If you do not make your GDB premium payments in accordance with the pre-determined payment schedule or if any payment results in an insufficient amount being allocated to the GPA, the GDB premium will increase. You can make additional premium payments to make up for the GDB premium shortfall, however, you must clearly identify the purpose of the payment or we will consider it a regular premium payment. As such, it will be allocated according to your current premium allocation instructions and the GDB premium will remain at the increased amount.

As noted above, changes to the timing and frequency of premium payments can impact the ongoing premium necessary to guarantee this policy will not lapse under the guarantee death benefit safety test. For example, changing your premium mode from annual to monthly will result in a change to the amount deposited in the GPA that is necessary to satisfy the guaranteed death benefit safety test. However, if the guaranteed death benefit safety test is met, lapse is prevented unless the policy exceeds its debt limit. Any change in the net premium amount you must deposit to the GPA necessary to meet the guaranteed death benefit safety test will be reflected on your quarterly statement in the event you made such a change.

If you do not choose a guaranteed death benefit, and a planned premium is not made, the policy will not necessarily terminate. But making planned premium payments does not, by itself, guarantee the policy will remain in force.

Guaranteed Death Benefit Safety Test Premium and Net Guaranteed Death Benefit Safety Test Premium

The Guaranteed Death Benefit Safety Test Premium (“GDB Safety Test Premium”) is the amount of premium that must be paid to guarantee the policy will stay in-force until, but not including, the Guaranteed Death Benefit Guarantee Period End Date (“GDB Guarantee Period End Date”). The GDB Safety Test Premium will be the greater of:

Ÿ the amount that must be allocated to the Guaranteed Principal Account, including the applicable premium expense charge, and

Ÿ the total of the Minimum Monthly Premiums required for the period covered by the payment.

The Net Guaranteed Death Benefit Safety Test Premium (“Net GDB Safety Test Premium”) is the amount that must be allocated to the Guaranteed Principal Account.

Timely payment of the GDB Safety Test Premium must be made on each scheduled premium payment date until, but not including, the Guaranteed Death Benefit Pay Period End Date (“GDB Pay Period End Date”) to maintain the policy’s guarantee.

Your policy’s GDB Safety Test Premium, Net GDB Safety Test Premium, GDB Pay Period End Date and GDB Guarantee Period End Date are set when the policy is issued based on the guarantee you requested. If you did not request a specific guarantee, the GDB Safety Test Premium and Net GDB Safety Test Premium will reflect the premium amounts that, if paid, would guarantee the policy stays in force until the insured’s death, the GDB Pay Period End Date would assume these payments are made until the insured reaches Attained Age 100.

The GDB Guarantee Period End Date and GDB Pay Period End Date can be changed upon request. Such changes may impact the GDB Safety Test Premium and the Net GDB Safety Test Premium.

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The GDB Safety Test Premium and the Net GDB Safety Test Premium may also change due to changes in your policy and certain policy transactions. These policy changes and transactions include, but are not limited to:

Ÿ face amount changes;

Ÿ death benefit option changes;

Ÿ premium payment frequency changes;

Ÿ adding or eliminating riders;

Ÿ having a sub-standard rating reduced or removed;

Ÿ withdrawals from the guaranteed principal account;

Ÿ taking a loan from the guaranteed principal account (including interest on loans); and

Ÿ transfers to or from the guaranteed principal account.

Therefore, before making a policy change or completing a policy transaction, you should be aware that doing so may put your policy at risk of early termination. You should contact your registered representative and request a new policy illustration that takes into account policy transactions or changes involving the GPA.

Premium Payment Plan

You may elect to pay premiums by pre-authorized check. Under this procedure, we automatically deduct premium payments each month from a bank account you designate. We will not send a bill for these automatic payments. You may commence the pre-authorized check service at any time, unless your policy has entered its grace period (see Policy Termination and Reinstatement for more information). You can discontinue this service by contacting our Administrative Office.

Before making any changes to the timing or frequency of premium payments, you should speak with your registered representative to determine the impact on your policy.

We must receive notification of account changes at our Administrative Office prior to 15 days before the next draft. Withdrawals from your bank account will be made on the 28th of each month unless you specify another date. We may automatically switch you to quarterly payments if (1) your policy has insufficient value to cover the monthly charges due and your elected premium is below the current monthly deductions or (2) we are unable to obtain the premium payment from your bank account. A change in premium payment timing may negatively impact the amount necessary to deposit into the GPA to satisfy the guaranteed death benefit safety test.

Premium Flexibility

After you have paid the first premium, within limits you may pay any amount at any time while the insured is living. Although you must maintain sufficient account value to keep the policy in force, there is no required schedule for premium payments. You may, however, elect to set-up a “Planned Premium” payment plan. Premium payment plans are discussed above in the Premium Payments and Payment Plans section.

We reserve the right to return any premium payment under $20.

In some cases, applying a subsequent premium payment in a policy year could result in your policy becoming a modified endowment contract (MEC). Generally, we will apply to your policy the part of the premium that will not cause it to become a MEC and we will refund the balance to you. For more information on MECs, see the Federal Income Tax Considerations section.

Additionally, we will follow these procedures:

Ÿ If we receive a subsequent premium payment greater than 21 calendar days prior to the Policy Anniversary Date the premium payment will be considered not in good order. We will credit only that part of the premium payment to the policy that will not cause the policy to become a MEC, unless you’ve previously notified us in writing that you want your policy to become a MEC. We will return the remaining portion of the payment to the premium payer. In addition, the payment frequency may be changed to annual to prevent subsequent premium bills from being produced prior to the next policy anniversary date.

Ÿ If we receive a subsequent premium payment for a planned premium due greater than 10 but less than 22 calendar days prior to the policy anniversary date, the premium payment will be considered not in good order. We will hold the payment and send a written notice to the owner requesting instructions on how to apply the payment. If the owner does not respond within 10 business days we will credit the policy with the portion of the payment that will not cause the policy to become a MEC and return the balance of the payment to the premium payer.

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The premium will be credited on the Valuation Date immediately following the 10th business day after receipt of the premium payment. If the owner responds within 10 business days and requests that the policy become a MEC, the premium payment will be applied on the date we receive the instructions in good order. If the owner responds and does not want the policy to become a MEC, we will apply the portion of the payment that will not cause the policy to become a MEC on the date we receive the instructions in good order and return the balance of the payment to the premium payer.

Ÿ If we receive a subsequent premium payment within 10 calendar days prior to the policy anniversary date, the premium payment will be considered not in good order. We will hold the payment and credit it to the policy on the policy anniversary date. If the policy anniversary date is not a valuation date, the payment will then be credited on the next valuation date following the policy anniversary. The owner will be notified of our action after the premium payment has been credited.

These procedures may not apply if there has been a material change to your policy that impacts the 7-pay limit or 7-pay period because the start of the 7-pay year may no longer coincide with your policy anniversary.

Premium Limitations

The Internal Revenue Code (IRC) has limits on the amount of money you may put into a life insurance contract and still meet the definition of life insurance for tax purposes. There are two tests under the IRC rules that are used to determine if a policy meets their guidelines:

Ÿ the Cash Value Accumulation Test, and

Ÿ the Guideline Premium Test.

If you choose the Cash Value Accumulation Test, the maximum premium you can pay each policy year is the greatest of:

(a) an amount equal to $100 plus double the annual premium expense factor for the policy;

(b) the amount of premium paid in the preceding policy year; or

(c) the highest premium payment amount that would not increase the insurance risk.

If you choose the Guideline Premium Test, the maximum premium for each policy year is the lesser of:

(a) the maximum premium for the Cash Value Accumulation Test; or

(b) the Guideline Premium Test amount which will be stated in the policy.

We may refund any amount of premium payment that exceeds the limit under the test you have chosen for your policy. If we did not refund the excess premium, the policy may no longer qualify as life insurance under federal tax law.

If we receive a subsequent premium payment within 21 calendar days prior to the policy anniversary date, the premium payment will be considered not in good order. We will hold the payment and credit only that part of the premium payment to the policy that will not exceed the limit under the life insurance test you have chosen for your policy. The payment will be credited to the policy on the policy anniversary date. If the policy anniversary date is not a valuation date, the payment will then be credited on the next valuation date following the policy anniversary. We will return the remaining payment that we cannot apply. The premium payer will be notified of our action after the premium payment has been credited.

For more information on these tests, please read the “Minimum Death Benefit” section.

How and When Your Premium Is Allocated

Net Premium

Net premium is a premium payment received in good order and accepted by us minus the premium expense charge.

Premiums that would cause the policy to be a MEC may not be considered to be in good order, depending on when they are received.

The net premium is allocated among the divisions of the Separate Account and the guaranteed principal account according to your current instructions on our Net Premium Allocation Request form.

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Net Premium Allocation

When applying for the policy, you indicate how you want net premiums allocated among the divisions and the guaranteed principal account. You must set your net premium allocation in terms of whole-number percentages that add up to 100%. Or, you can specify a dollar amount for the GPA and allocate the balance to your selected funds by percentages totaling 100%.

Example:

Assume your current premium allocation instructions state that $100 of your net premiums should be allocated to the GPA and any amount in excess of $100 is to be allocated evenly to the GPA, the MML Blend Fund, the MML Equity Fund, and the Oppenheimer Strategic Bond Fund/VA. Also assume you send in a premium payment that results in a net premium of $400. In this situation, $175 is credited to the GPA ($100 plus ¼ of amount in excess of $100), $75 is credited to the MML Blend Fund, $75 is credited to the MML Equity Fund, and $75 is credited to the Oppenheimer Strategic Bond Fund/VA.

If you have allocated a specific dollar amount to the GPA, we will allocate that dollar amount first and then allocate any remaining net premium based on the percentage allocation. If you have allocated a specific dollar amount to the GPA and we receive a premium such that the net premium is less than that dollar amount, we will allocate the entire net premium to the GPA.

Example:

Assume your current premium allocation instructions state that $100 of your net premiums should be allocated to the GPA and any amount in excess of $100 is to be allocated evenly to the GPA, the MML Blend Fund, the MML Equity Fund, and the Oppenheimer Strategic Bond Fund/VA. Also assume you send in a premium payment that results in a net premium of $90. In this situation, the entire $90 is credited to the GPA and nothing will be credited to any of the other funds in your net premium allocation instructions.

You may change your net premium allocation at any time by sending a Net Premium Allocation Request form to us at our Administrative Office. You may also change your net premium allocation by telephone, fax transmission, or through our website, subject to certain restrictions. We may be liable for any losses due to unauthorized or fraudulent instructions. Therefore, we will take reasonable steps to confirm that instructions given to us by telephone are genuine. We may tape record all telephone instructions.

When accompanied by a premium payment, this request to change your net premium allocation will become effective on the valuation date we receive your request, in good order, at our Administrative Office. If we receive your request in good order on a non-valuation date or after the close of a valuation date, the change will become effective on the next valuation date.

When Net Premium Is Allocated

The policy date, issue date, and register date of your policy may affect the allocation of your net premiums. This, in turn, can affect the investment earnings and interest credited on your policy account value.

The “issue date” is the date we actually issue the policy. The “policy date” normally is the same date as the issue date. Additionally, the policy date will determine the amount of premium required for your premium to be considered in good order.

The “register date” is the first date premiums will be allocated. We set the register date depending on the type of refund offered under your policy’s right to return provision. The register date must also be a valuation date.

Allocation of Initial and Subsequent Net Premiums. We will allocate any net premiums received on or before the register date of the policy to our general investment account. We do not pay interest on these amounts.

It should be noted, however, that your minimum initial premium may change from the amount that was originally quoted.

If, for any reason, your initial net premium payment is insufficient, your payment will not be considered in good order. We will hold the payment in our general investment account. We do not pay interest on these amounts and you will have to pay the balance before we will consider your initial premium payment in good order.

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Net premium will be allocated among the divisions and the guaranteed principal account according to your net premium allocation instructions on the register date.

However, if your premium allocation instructions indicate that a specific dollar amount of each net premium should be deposited to the GPA, we will allocate your policy’s value as follows:

(a) We will determine the number of premium payments that would have been made, according to the premium payment frequency you have chosen, between the policy date and the day before the register date,

(b) We will multiply the dollar amount you have instructed us to allocate to the GPA by the number of premium payments determined in (a) above,

(c) We will deposit that amount to the GPA, and

(d) We will allocate the remaining amount according to your current premium percentage allocation instructions, excluding any specific dollar amount allocated to the GPA.

Example:

The register date is five months later than the policy date. You have elected to pay premiums quarterly, therefore, according to your planned premium payment frequency, two payments would have been made. Your premium allocation instructions state that $100 should be allocated to the GPA and the remaining amount should be allocated equally between the GPA and the MML Blend Fund. Your net premiums are deposited to the general investment account and on the register date the total amount to be allocated is $500.

In this situation, we would allocate $350 to the GPA ($100 x 2 payments, plus $150 which is  ¹/2 of the remaining amount to be allocated) and $150 to the MML Blend Fund.

If your state of issue requires us to refund the policy’s account value less any policy debt, the register date is the valuation date that is on the latest of:

a. the day after the issue date of the policy,

b. the date we or the appropriate lockbox receives the balance of your initial premium; or

c. the date the policy delivery requirements are received, in good order, at our Administrative Office.

If your state of issue requires us to refund either your full premium, or the premium you paid less withdrawals and less debt:

1. The register date is the valuation date that is on the latest of:

a. the number of days from issue required by each contract state’s free look period plus six days; or

b. the date we or the appropriate lockbox receives the balance of your initial premium; or

c. the date the policy delivery requirements are received, in good order, at our Administrative Office.

2. We will allocate existing values, held as of the policy’s issue date, to the guaranteed principal account on the first valuation date after the issue date. (The existing values at this time would be any money taken with the application for the policy less any applicable charges.); and

3. We will allocate any net premiums received after the issue date but before the register date to the guaranteed principal account.

If, for any reason, your initial net premium payment is in excess of the required minimum initial premium, we will allocate the full amount according to your current net premium allocation instructions.

We will apply your subsequent premium payments that are received on or after the register date, on the valuation date we receive them in good order. Subsequent premium payments will be applied in accordance with your premium allocation instructions. If we receive your subsequent premium payment in good order on a non-valuation date or after the close of a valuation date, we will apply your payment on the next valuation date.

A “valuation date” is any day on which the net asset value of the units of each division of the Separate Account is determined. Generally, this will be any date on which the New York Stock Exchange (NYSE), or its successor, is open for trading. Our valuation date ends when the NYSE closes. This is usually at 4:00 p.m. Eastern Time. Valuation dates do not include days when the NYSE is closed, which generally includes weekends and major U.S. holidays.

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The following diagram provides an overview of how premium payments flow through your policy and where deductions for fees and expenses are taken. The shaded boxes indicate fees and expenses you pay directly or indirectly under your policy. Refer to the Charges and Deductions section for more information.

Depending on the state of issue, we may hold your initial net premium payments in the Guaranteed Principal Account until the Free Look period is completed.

1 We charge interest on policy loans, but we also credit interest on the cash value we hold as collateral on policy loans. The Loan Interest Rate Expense Charge represents the difference (cost) between the loan interest rate charged and the interest credited on loaned amounts.

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Investment Choices

The Separate Account

The Company’s assets are held in its general investment account. The general investment account is not registered under federal or state securities laws and, subject to applicable law, the Company has sole discretion over the assets in its general investment account.

The part of your premium that you invest in your policy’s variable investment divisions, however, is held in an account that is separate from the general assets of the Company. This account is called the Massachusetts Mutual Variable Life Separate Account I. In this prospectus we will refer to it simply as the “Separate Account”. The Company owns the assets in the Separate Account.

We established the Separate Account on July 13, 1988, according to the laws of the Commonwealth of Massachusetts. We registered it with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940.

The Separate Account exists to keep your life insurance assets separate from our other company assets. As such, any income, gains, or losses credited to, or charged against, the Separate Account reflect only the Separate Account’s own investment experience. At no time will the Separate Account reflect the investment experience of the Company’s other assets.

We may not use the assets in the Separate Account to pay any liabilities of the Company other than those arising from the VUL Guard^SM policies. We may, however, transfer to our general investment account any assets that exceed anticipated obligations of the Separate Account. We are required to pay, from our general assets, if necessary, all amounts promised under the VUL Guard^SM policies.

We have established a segment within the Separate Account to receive and invest premium payments for the VUL Guard^SM policies. When we talk about the Separate Account in this prospectus, we are specifically referring to the VUL Guard^SM segment of the Separate Account.

Currently, the VUL Guard^SM segment of the Separate Account is divided into over 40 divisions. Each “division” purchases shares in a corresponding fund. The underlying funds are listed in the next section.

Some of the underlying funds offered are similar to mutual funds offered in the retail marketplace. They may have the same investment objectives and portfolio managers as the retail funds. The funds offered in the VUL Guard^SM policy, however, are set up exclusively for variable annuity and variable life insurance products. Their shares are not offered for sale to the general public and their performance results will differ from the performance of the retail funds.

Policy owners do not invest directly into the underlying funds. Instead, as shown in the example below, they invest in the Separate Account divisions which then purchase shares of the corresponding underlying fund. The Separate Account owns the fund shares, the Company owns the Separate Account.

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Underlying Funds

Following is a table listing the investment funds in which the divisions of the Separate Account invest, information on each fund’s adviser and sub-adviser, if applicable, as well as the investment objective of the fund being offered. More detailed information concerning the funds and their investment objectives, strategies, policies, risks and expenses is contained in each fund’s prospectuses. A copy of each underlying fund’s prospectus is attached to this prospectus.

	Investment Funds in Which the Divisions Purchase Shares	Investment Fund’s Adviser and Sub-Adviser
Sector
	AIM V.I. Financial Services Fund (Series I)	Adviser: A I M Advisors, Inc. Sub-Adviser: N/A
	AIM V.I. Global Health Care Fund (Series I)	Adviser: A I M Advisors, Inc. Sub-Adviser: N/A
	AIM V.I. Technology Fund (Series I)	Adviser: A I M Advisors, Inc. Sub-Adviser: N/A
International/Global
	Janus Aspen Worldwide Growth Portfolio (Service)	Adviser: Janus Capital Management LLC Sub-Adviser: N/A
	Oppenheimer Global Securities Fund/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
	Oppenheimer International Growth Fund/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
	Templeton Foreign Securities Fund (Class 2)	Adviser: Templeton Investment Counsel, LLC Sub-Adviser: Franklin Templeton Investment Management Limited
Small/Mid-Cap Growth
	MFS® New Discovery Series (Initial Class)	Adviser: Massachusetts Financial Services Company Sub-Adviser: N/A
	MML Emerging Growth Fund	Adviser: MassMutual Sub-Adviser: Delaware Management Company and Insight Capital Research & Management, Inc.
	MML Small Cap Growth Equity Fund	Adviser: MassMutual Sub-Adviser: Waddell & Reed Investment Management Company and Wellington Management Company, LLP
	Oppenheimer MidCap Fund/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
	T. Rowe Price Mid-Cap Growth Portfolio1	Adviser: T. Rowe Price Associates, Inc. Sub-Adviser: N/A

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	Investment Funds in Which the Divisions Purchase Shares	Investment Fund’s Adviser and Sub-Adviser
Small/Mid-Cap Blend
	DWS Small Cap Index VIP (Class A)	Adviser: Deutsche Investment Management Americas Inc.2 Sub-Adviser: Northern Trust Investments, N.A.
	MML Small Cap Equity Fund	Adviser: MassMutual Sub-Adviser: OppenheimerFunds, Inc.
	MML Small Company Opportunities Fund	Adviser: MassMutual Sub-Adviser: OppenheimerFunds, Inc.
Small/Mid-Cap Value
	American Century VP Value Fund (Class I)	Adviser: American Century Investment Management, Inc. Sub-Adviser: N/A
	Franklin Small Cap Value Securities Fund (Class 2)	Adviser: Franklin Advisory Services, LLC Sub-Adviser: N/A
Large-Cap Growth
	Goldman Sachs VIT Capital Growth Fund (Institutional)	Adviser: Goldman Sachs Asset Management, L.P. Sub-Adviser: N/A
	Janus Aspen Forty Portfolio (Service)	Adviser: Janus Capital Management LLC Sub-Adviser: N/A
	MML Growth Equity Fund	Adviser: MassMutual Sub-Adviser: Grantham, Mayo, Van Otterloo & Co. LLC
	MML OTC 100 Fund	Adviser: MassMutual Sub-Adviser: Northern Trust Investments, N.A.
	Oppenheimer Capital Appreciation Fund/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
	T. Rowe Price Blue Chip Growth Portfolio	Adviser: T. Rowe Price Associates, Inc. Sub-Adviser: N/A
Large-Cap Blend
	American Funds® Growth-Income Fund (Class 2)	Adviser: Capital Research and Management Company Sub-Adviser: N/A
	Fidelity®VIP Contrafund® Portfolio (Initial Class)	Adviser: Fidelity Management & Research Company Sub-Adviser: FMR Co., Inc.
	MFS® Investors Trust Series (Initial Class)	Adviser: Massachusetts Financial Services Company Sub-Adviser: N/A
	MML Enhanced Index Core Equity Fund	Adviser: MassMutual Sub-Adviser: Babson Capital Management LLC

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	Investment Funds in Which the Divisions Purchase Shares	Investment Fund’s Adviser and Sub-Adviser
Large-Cap Blend (Continued)
	MML Equity Index Fund (Class II)	Adviser: MassMutual Sub-Adviser: Northern Trust Investments, N.A.
	Oppenheimer Main Street Fund®/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
Large-Cap Value
	American Century VP Income & Growth Fund (Class I)	Adviser: American Century Investment Management, Inc. Sub-Adviser: N/A
	MML Equity Fund	Adviser: MassMutual Sub-Advisers: AllianceBernstein L.P. and OppenheimerFunds, Inc.
	MML Large Cap Value Fund	Adviser: MassMutual Sub-Adviser: Davis Selected Advisers, L.P.
	T. Rowe Price Equity Income Portfolio	Adviser: T. Rowe Price Associates, Inc. Sub-Adviser: N/A
Asset Allocation/Balanced
	American Funds® Asset Allocation Fund (Class 2)	Adviser: Capital Research and Management Company Sub-Adviser: N/A
	Janus Aspen Balanced Portfolio (Service)	Adviser: Janus Capital Management LLC Sub-Adviser: N/A
	MML Blend Fund	Adviser: MassMutual Sub-Adviser: Babson Capital Management LLC
Fixed Income
	MML Inflation-Protected Bond Fund	Adviser: MassMutual Sub-Adviser: Babson Capital Management LLC
	MML Managed Bond Fund	Adviser: MassMutual Sub-Adviser: Babson Capital Management LLC
	Oppenheimer Core Bond Fund/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
	Oppenheimer High Income Fund/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
	Oppenheimer Strategic Bond Fund/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
Short-Term/Stable Value
	MML Money Market Fund	Adviser: MassMutual Sub-Adviser: Babson Capital Management LLC

1 The T. Rowe Price Mid-Cap Growth Portfolio is not available as an investment choice for contracts issued on May 1, 2004 or later.

2 Prior to December 31, 2006, known as Deutsche Asset Management, Inc.

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Compensation We Receive From Funds, Advisers and Sub-Advisers

Compensation We Receive From Advisers and Sub-Advisers. We and certain of our insurance affiliates receive compensation from the advisers and sub-advisers to some of the funds. We may use this compensation for any corporate purpose, including paying expenses that we incur in promoting, issuing, distributing and administering the contract and, providing services, on behalf of the funds, in our role as intermediary to the funds. The amount of this compensation is determined by multiplying a specified annual percentage rate by the average net assets held in that fund that are attributable to the variable annuity and variable life insurance products issued by us and our affiliates that offer the particular fund (“MassMutual’s variable contracts”). These percentage rates differ, but currently do not exceed 0.30%. Some advisers and sub-advisers pay us more than others; some advisers and sub-advisers do not pay us any such compensation.

The compensation is not reflected in the expenses that are disclosed for the funds in “Table of Fees and Expenses - Annual Fund Operating Expenses” because this compensation is not paid directly out of the funds’ assets. However, these payments may be derived, in whole or in part, from the advisory fee deducted from fund assets. Contract owners, through their indirect investment in the funds, bear the costs of these advisory fees (see the funds’ prospectuses for more information). For a list of the funds whose advisers currently pay such compensation, visit massmutual.com/compensation.

In addition, we may receive fixed dollar payments from the advisers and sub-advisers to certain funds so that the adviser and sub-adviser can participate in sales meetings conducted by MassMutual. Attending such meetings provides advisers and sub-advisers with opportunities to discuss and promote their funds.

Compensation We Receive From Funds. We and certain of our affiliates also receive compensation from certain funds pursuant to Rule 12b-1 under the Investment Company Act of 1940. This compensation is paid out of the fund’s assets and may be as much as 0.25% of the average net assets of an underlying fund which are attributable to MassMutual’s variable contracts. This compensation is specified as 12b-1 fees in the Table of Fees and Expenses - Annual Fund Operating Expenses. An investment in a fund with a 12b-1 fee will increase the cost of your investment in this contract.

Compensation In General. The compensation that we receive may be significant and we may profit from this compensation. Additionally, when electing the funds that will be available with MassMutual’s variable contracts, we consider the amount of compensation that we receive from the funds, their advisers, sub-advisers, or their distributors along with the funds’ name recognition, asset class, the manager’s reputation, and fund performance.

The Guaranteed Principal Account

Premium and account value allocated to the guaranteed principal account (GPA) become part of the general investment account of the Company, which supports life insurance and annuity obligations.

We have not registered the general investment account under the Securities Act of 1933 nor under the Investment Company Act of 1940 in reliance upon certain exemptions and exclusions in those laws. We have been advised that the Securities and Exchange Commission has not reviewed the disclosures in this prospectus that relate to the GPA or the general investment account. Those disclosures, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in the prospectus.

The assets in the VUL Guard Separate Account or our other separate accounts are not part of our general investment account. Subject to applicable law, we have sole discretion over the investment of assets in our general investment account.

You do not participate in the investment performance of the assets in our general investment account. Instead, we guarantee that amounts allocated to the GPA, in excess of policy debt, will earn interest at a minimum rate of 3% per year. We may credit a higher rate of interest at our discretion.

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For amounts in the GPA equal to any policy debt, the guaranteed minimum interest rate per year is the greater of:

Ÿ 3%, and

Ÿ the policy loan rate less the maximum loan interest rate expense charge.

It is important to note that any policy changes or transactions that impact the non-loaned GPA value may have an impact on whether or not your policy meets the guaranteed death benefit safety test.

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Policy Value

How The Value of your Policy is Calculated

The value of your policy is called its “account value”. The account value has two components:

1. the variable account value, and

2. the fixed account value.

We will calculate your policy value on each valuation date.

Variable Account Value

Transactions in your variable divisions are all reflected through the purchase and sale of “accumulation units”. For instance, before we invest your net premium payment in a division, we convert your net premium payment into accumulation units and then purchase an appropriate number of shares in the designated fund.

The variable account value is the sum of your values in each of the divisions of the Separate Account. It reflects:

Ÿ net premiums allocated to the Separate Account;

Ÿ transfers to the Separate Account from the guaranteed principal account;

Ÿ transfers and withdrawals from the Separate Account;

Ÿ fees and charges deducted from the Separate Account;

Ÿ the net investment experience of the Separate Account; and

Ÿ loans deducted from the Separate Account.

Net Investment Experience. The net investment experience of the variable account value is reflected in the value of the accumulation units.

Every valuation date we determine the value of an accumulation unit for each of the Separate Account divisions. Changes in the accumulation unit value reflect the investment performance of the fund as well as deductions for the asset charge, and fund expenses.

The value of an accumulation unit may go up or down from valuation date to valuation date.

When you make a premium payment, we credit your policy with accumulation units. We determine the number of accumulation units to credit by dividing the amount of the net premium payment allocated to a division by the unit value for that Separate Account division. When you make a withdrawal, we deduct accumulation units representing the withdrawal amount from your policy. We deduct accumulation units for insurance and other policy charges.

We calculate the value of an accumulation unit for each division at the close of each valuation date. Any change in the accumulation unit value will be reflected in your policy’s account value.

Fixed Account Value

The fixed account value is the accumulation of:

Ÿ net premiums allocated to the guaranteed principal account (GPA); plus

Ÿ amounts transferred into the GPA; minus

Ÿ amounts transferred or withdrawn from the GPA; minus

Ÿ monthly charges and surrender charges deducted from the GPA; plus

Ÿ interest credited to the GPA.

Interest on the Fixed Account Value

The fixed account value earns interest at an effective annual rate, credited daily.

For the part of the fixed account value equal to any policy loan, the daily rate we use is the daily equivalent of:

Ÿ the annual credited loan interest rate minus the current loan interest rate expense charge; or

Ÿ 3%, if greater.

For the part of the fixed account in excess of any policy loan, the daily rate we use is the daily equivalent of:

Ÿ the current interest rate we declare; or

Ÿ the guaranteed interest rate of 3%, if greater.

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Policy Termination and Reinstatement

This policy offers a secondary, no-lapse death benefit guarantee that is explained later in this section. If you do not select the guaranteed death benefit feature, however, the policy will not necessarily terminate if you do not make the planned premium payment. Alternatively, if you do not select the guaranteed death benefit feature, making planned premium payments does not guarantee that the policy will remain in force. If the policy does terminate, you may be permitted to reinstate it.

Policy termination could have adverse tax consequences for you. To avoid policy termination and potential tax consequences in these situations, you may need to make substantial premium payments or loan repayments to keep your policy in force. For more information on the effect of policy termination, refer to the Federal Income Tax Considerations section.

Policy Termination

On each monthly charge date we test to determine whether or not your policy has enough value to remain in-force.

In determining whether or not your policy will stay in force, we first establish whether or not you have a loan outstanding on the policy.

1. If there is a loan outstanding on the policy:

a. we calculate whether or not the policy has reached its debt limit. (The policy debt limit is defined below.) If the policy debt limit is reached, your policy will enter the grace period.

b. if the policy debt limit is not reached, we then test to determine if there is enough value to pay the charges due. If the account value less surrender charges and less the policy loan is equal to or greater than the charges due, the policy will not enter the grace period.

Your “policy debt limit” is reached when total policy debt (which includes accrued interest) exceeds:

Ÿ the account value less surrender charges, if the GDB safety test has not been met, or

Ÿ the account value, if the GDB safety test has been met.

2. If there is not a loan outstanding on the policy:

Your policy will not enter the grace period as long as your policy’s account value is equal to or greater than the charges due.

Even if your policy fails to meet the applicable test under 1b or 2, your policy has a secondary guarantee unless the policy debt limit has been reached. This secondary guarantee is called the guaranteed death benefit (GDB) safety test. (The term “guaranteed death benefit” may vary in some jurisdictions. In some states it may be referred to as “no lapse”. For example, a policy may refer to the “no lapse measure” and “no lapse safety test” instead of the “guaranteed death benefit measure” and the “guaranteed death benefit safety test”.)

The GDB safety test is a secondary, no-lapse guarantee that allows the policy to remain in-force even if the policy does not have enough value to pay any deductions. If your policy exceeds its debt limit, however, it will enter the grace period as described in item 1 of this section, whether or not the safety test is met. In this situation, your account value equal to any policy debt and any applicable surrender charges will be forfeited.

Please note, if you pay only the minimum premiums needed to meet the GDB safety test, your policy will have a lower net surrender value than if you pay higher premiums; it may be possible that your policy will not develop any net surrender value for some time.

Guaranteed Death Benefit (GDB) Safety Test

In general, the GDB safety test is met if, on a monthly charge date, the GDB measure is positive. Additionally, during your policy’s “initial no-lapse guarantee period”, the safety test has a minimum premium requirement.

The GDB measure is a reference measure that is used only in determining whether or not your policy’s secondary guarantee, the GDB safety test, is met. The GDB measure is calculated almost identically to your policy’s non-loaned fixed account value but will not normally equal your policy’s non-loaned fixed account value.

The minimum premium requirement is met if (a) is greater than or equal to (b) where:

(a) is all of the premiums paid into the policy since inception, and not refunded or withdrawn, accumulated at 3% interest, and less any policy debt; and

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(b) is the accumulation at 3% of all the minimum premiums.

Subject to state availability, your policy’s initial no-lapse guarantee period is generally the first 20 policy years or, if earlier, to the insured’s attained age 90.

If the GDB safety test is met and your policy does not have enough value to pay the monthly charges due, then the monthly charges may be reduced and your policy will remain in force.

It is important to note that only premium payments allocated to the guaranteed principal account (“GPA”), and account value transferred into or out of the GPA are considered in determining whether the GDB safety test is met. Therefore, policy transactions such as transfers, withdrawals, and loans, and other changes to your policy that affect your value in the GPA will also impact your policy’s ability to meet the GDB safety test. These policy changes include but are not limited to: face amount changes, death benefit option changes, premium payment frequency changes, adding or terminating riders, and having a sub-standard rating reduced or removed.

If the change or transaction results in a reduction to your GPA value, it will also negatively impact your policy’s ability to meet the GDB safety test.

If you allocate premium payments to, or transfer account value to the GPA, your value in the GPA will increase and your policy’s ability to satisfy the GDB safety test will increase. Policy changes that have a positive impact on the value in your GPA will also increase your policy’s ability to satisfy the GDB safety test. However, a positive value in your GPA does not guarantee that your policy will meet the GDB safety test.

Impact of the GDB safety test on monthly charges

If the applicable value of your policy is not sufficient to pay the monthly charges due, but your policy meets the GDB safety test, and you have not reached the policy’s debt limit, your policy will not enter the grace period, and we may reduce the monthly charges as follows:

A. If there is no policy debt:

Ÿ On each of the first two monthly charge dates, if the account value cannot cover the monthly charges due but the GDB safety test is met, then the monthly charges for that date will be reduced to an amount equal to the account value on that date.

Ÿ On each monthly charge date after the second monthly charge date, the monthly charges for that date will be reduced to equal the GPA value if:

a. The monthly charges due are greater than your value in the GPA and less than or equal to the account value, but the GDB measure is positive on that date, or

b. The account value is less than the monthly charges due but the GDB safety test is met.

B. If there is policy debt but the policy debt limit has not been exceeded:

Ÿ On each of the first two monthly charge dates, if the net surrender value cannot cover the monthly charges due but the GDB safety test is met, then the monthly charges for that date will be the lesser of (i) the monthly charges due, or (ii) the unloaned account value.

Ÿ On each monthly charge date after the second monthly charge date, the monthly charges for that date will be reduced to equal the unloaned GPA value if:

a. The monthly charges due are greater than the unloaned GPA value and less than or equal to the unloaned account value, but the GDB measure is positive on that date, or

b. The unloaned account value is less than the monthly charges due but the GDB safety test is met.

More in-depth explanations of how the GDB measure is calculated are contained in your policy and the Statement of Additional Information.

Examples of the GDB safety test appear in Appendix A.

Grace Period

Before your policy terminates, we allow a grace period during which you can pay the amount of

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premium needed to avoid termination. We will mail you a notice stating:

a. the amount needed to avoid immediate termination, or

b. the amount needed to keep the policy in force until a future monthly charge date (depending on the planned premium frequency you have chosen)

The grace period begins on the date the monthly charges are due. It ends on the later of:

Ÿ 61 days after the date it begins, or

Ÿ 31 days after the date we mail you the notice.

During the grace period, the policy will stay in force. If the insured dies during this period and the necessary premium has not been paid, we will pay the death benefit proceeds, reduced by the amount of the unpaid premium.

If we receive a premium payment that is less than the amount needed to avoid immediate termination, we will return it. Unless we receive the required premium prior to the end of the grace period, the policy will terminate without value at the end of the grace period.

The grace period notice may state that a portion of your premium will be allocated to the GPA. If so, the allocation to the GPA must be made to satisfy the GDB safety test. If the notice does not include an amount that will be allocated to the GPA in order to satisfy the GDB safety test, any premium we receive will be allocated according to the net premium allocation in effect.

If the notice does include an amount that will be allocated to the GPA in order to satisfy the GDB safety test, and

Ÿ We receive an amount of premium that is equal to or greater than the amount needed to avoid immediate termination, but less than the amount needed to keep the policy in force until a future monthly charge date based on your planned premium frequency, according to the terms of your policy, we will first allocate enough premium to the GPA in order to avoid immediate termination. Any remaining premium will then be allocated in accordance with the net premium allocation instructions then in effect.

or

Ÿ We receive an amount of premium that is equal to or greater than the amount needed to keep the policy in force until a future monthly charge date based on your planned premium frequency, according to the terms of your policy, we will first allocate enough premium to the GPA to keep the policy in force until that date. Any remaining premium will then be allocated in accordance with the net premium allocation instructions then in effect.

The Company mailing a termination or a lapse notice to you constitutes sufficient notice of cancellation of coverage.

Reinstating Your Policy

If your policy terminates, you may be able to reinstate it. You may not, however, reinstate your policy if:

Ÿ you surrendered it (unless required by law);

Ÿ five years have passed since it terminated; or

Ÿ the insured’s attained age has reached 100.

To reinstate your policy, we will need:

1. a written application to reinstate;

2. evidence, satisfactory to us, that the insured is still insurable;

3. a premium payment sufficient to keep the policy in force for three months after reinstatement. The minimum amount of this premium payment will be quoted on request; and

4. a MEC Notice and Acknowledgement form, if the reinstated policy would be a MEC (see “Policy After You Reinstate” below, and the Federal Income Tax Considerations section).

The policy will be reinstated on the monthly charge date that is on, or precedes, the date we approve your application (the “reinstatement date”). We will not apply the required premium for reinstatement to any investment option until we have approved your reinstatement application. We will assess monthly charges due to us upon reinstatement of your policy as of the reinstatement date.

Policy After You Reinstate

If you reinstate your policy, the face amount will be the same as it was when the policy terminated. Your account value at reinstatement will be:

Ÿ the premium paid to reinstate your policy, plus

Ÿ the account value of the policy on the date it

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lapsed adjusted to include, as applicable, accumulated interest and investment experience to the reinstatement date, minus

Ÿ the premium expense charge, minus

Ÿ applicable monthly charges due.

Additionally, if the policy lapsed during a period when a surrender charge applied and the surrender charge was taken at that time:

Ÿ the account value of the reinstated policy will be increased by an amount equal to the surrender charge that was taken, plus interest accumulated from the date of the lapse, and

Ÿ surrender charges, equal to the amount and period applicable when the policy lapsed, will apply to the reinstated policy.

We do not reinstate policy debt.

Reinstatement premium will be allocated in accordance with the net premium allocation instructions that were in effect on the date the policy lapsed. The GDB measure will reflect the amount of any reinstatement premium that is allocated to the GPA. The GDB measure on the date of reinstatement, therefore, will be equal to the net premium allocated to the GPA minus any applicable GDB reductions calculated for that date.

If you reinstate your policy, it may become a modified endowment contract under current federal tax law. Please consult your tax adviser. More information on modified endowment contracts is included in the Federal Income Tax Considerations section.

Reinstatement will not reverse any adverse tax consequences caused by policy termination unless it occurs within 90 days of the end of the grace period. In no situation, however, can adverse tax consequences that are a result of policy debt be reversed.

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Policy Transactions

While your policy is in force you may generally transfer funds among the variable investment divisions and to or from the guaranteed principal account. You may also borrow against it, make withdrawals from it, or surrender it completely. These transactions are discussed below.

All transaction requests must be submitted to our Administrative Office.

Transfers

You may generally transfer all or part of a division’s account value to any other division or the guaranteed principal account. Transfers are effective as of the valuation date we receive your request in good order at our Administrative Office. If we receive your request in good order on a non-valuation date or after the close of a valuation date, your transfer request will be effective as of the next valuation date.

We do not charge for transfers.

You can submit transfer requests by sending us a written request on our Transfer of Values Request form. You may also submit transfer requests by telephone, fax transmission, or through our website, subject to certain restrictions. We may be liable for any losses due to unauthorized or fraudulent instructions; therefore, we will take reasonable steps to confirm that instructions given to us are genuine. We may tape record all telephone conversations.

Currently, there is no limit on the number of transfers you may make among the Separate Account divisions. We reserve the right, however, to terminate, limit, or modify your ability to make such transfers.

We limit transfers from the guaranteed principal account to the divisions to one each policy year. You may not transfer more than 25% of the guaranteed principal account value (less any policy debt) at the time of transfer. There is one exception to this rule. If:

Ÿ you have transferred 25% of the guaranteed principal account value (less any policy debt) each year for three consecutive policy years; and

Ÿ you have not added any net premiums or transferred amounts to the guaranteed principal account during these three years; then

you may transfer the remainder of the guaranteed principal account value (less any policy debt) out of the guaranteed principal account in the succeeding policy year.

You may not make any fund transfers during the free look period in states that require we refund the premium paid for the policy less withdrawals and policy debt.

Transfers to or from the guaranteed principal account will also be reflected in the guaranteed death benefit measure and, consequently, impact the GDB safety test. Please refer to the section on Guaranteed Death Benefit Measure under Policy Termination and Reinstatement for additional information.

Limits on Frequent Trading and Market Timing Activity

This contract and its investment choices are not designed to serve as vehicles for what we have determined to be frequent trading or market timing trading activity. We consider these activities to be abusive trading practices that can disrupt the management of a fund in the following ways:

Ÿ by requiring the fund to keep more of its assets liquid rather than investing them for long-term growth, resulting in lost investment opportunity; and

Ÿ by causing unplanned portfolio turnover.

These disruptions, in turn, can result in increased expenses and can have an adverse effect on fund performance that could impact all owners and beneficiaries under the contract, including long-term owners who do not engage in these activities. Therefore, we discourage frequent trading and market timing trading activity and will not accommodate frequent transfers among the funds. Organizations and individuals that intend to trade frequently and/or use market timing investment strategies should not purchase this contract. We have adopted policies and procedures to help us identify those individuals or entities that we determine may be engaging in frequent trading and/or market timing trading activities. We monitor trading activity to uniformly enforce those procedures. However, those who engage in such activities may employ a variety of techniques

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to avoid detection. Therefore, despite our efforts to prevent frequent trading and the market timing of funds among the divisions of the separate account, there can be no assurance that we will be able to identify all those who trade frequently or those who employ a market timing strategy, and curtail their trading in every instance. In addition, some of the funds are available with variable products issued by other insurance companies. We do not know the effectiveness of the policies and procedures used by these other insurance companies to detect frequent trading and/or market timing. As a result of these factors, the funds may reflect lower performance and higher expenses across all contracts as a result of undetected abusive trading practices. If we, or the investment adviser to any of the funds available with this contract, determine that an owner’s transfer patterns reflect frequent trading or employment of a market timing strategy, we will not allow the owner to submit transfer requests by overnight mail, facsimile transmissions, the telephone, our web site, or any other type of electronic medium. Additionally, we may reject any single trade that we determine to be abusive or harmful to the fund.

Orders for the purchase of fund shares may be subject to acceptance by the fund. Therefore, we reserve the right to reject, without prior notice, any fund transfer request if the investment in the fund is not accepted for any reason. In addition, funds may assess a redemption fee (which we reserve the right to collect) on shares held for a relatively short period. The prospectuses for the funds described the funds’ frequent trading or market timing policies and procedures, which may be more or less restrictive than the policies and procedures we have adopted. We have entered into a written agreement, as required by SEC regulation, with each fund or its principal underwriter that obligates us to provide to the fund promptly upon request certain information about the trading activity of individual contract owners, and to execute instructions from the fund to restrict or prohibit further purchases or transfers by specific contract owners who violate the frequent trading or market timing policies established by the fund. Contract owners and other persons with interests in the contracts should be aware that the purchase and redemption orders received by the funds generally are “omnibus” orders from intermediaries, such as retirement plans or separate accounts funding variable insurance contracts. The omnibus orders reflect the aggregation and netting of multiple orders from individual owners of variable contracts and/or individual retirement plan participants. The omnibus nature of these orders may limit the funds in their ability to apply their frequent trading or market timing policies and procedures. It may also require us to restrict or prohibit further purchases or transfers as requested by a fund on all contracts owned by a contract owner whose trading activity under one variable contract has violated a fund’s frequent trading or market timing policy. If a fund believes that an omnibus order reflects one or more transfer requests from contract owners engaged in frequent trading or market timing activity, the fund may reject the entire omnibus order.

We will notify you in writing if we reject a transfer or if we implement a restriction due to frequent trading or the use of market timing investment strategies. If we do not accept a transfer request, no change will be made to your allocations per that request. We will then allow you to resubmit the rejected transfer by regular mail only. Additionally, we may in the future take any of the following restrictive actions that are designed to prevent the employment of a frequent trading or market timing strategy:

Ÿ not accept transfer instructions from an owner or other person authorized to conduct a transfer;

Ÿ limit the number of transfer requests that can be made during a contract year; and

Ÿ require the value transferred into a fund to remain in that fund for a particular period of time before it can be transferred out of the fund.

We will apply any restrictive action we take uniformly to all owners we believe are employing a frequent trading or market timing strategy. These restrictive actions may not work to deter frequent trading or market timing activity. We reserve the right to revise our procedures for detecting frequent trading and/or market timing at any time without prior notice if we determine it is necessary to do so in order to better detect frequent trading and/or market timing, to comply with state or federal regulatory requirements, or to impose different restrictions on frequent traders and/or market timers. If we modify our procedures, we will apply the new procedure uniformly to all owners.

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Dollar Cost Averaging Program

Dollar Cost Averaging (DCA) is an automated transfer program that provides scheduled transfers of a set amount from a selected division to any other division(s).

Dollar Cost Averaging will not assure you of a profit and will not protect you against a loss in declining markets. Since our DCA program anticipates continued investment during periods of fluctuating prices, you should consider your ability to assume the financial risks of continued DCA through periods of fluctuating price levels.

Initially, a minimum of $1000 account value is placed in one division of the Separate Account. Then, over a stipulated period of time and at a preset frequency, a specified amount of account value is transferred from that division and allocated to other divisions or to the GPA. The minimum transfer amount for the DCA program is $100. (See the Transfers section for information on limits on transfers from the GPA.)

Since the same, specified dollar amount is transferred to each division at a preset frequency, more accumulation units are purchased when prices are low than when prices are high. Therefore, a lower average cost per unit may be achievable than through a lump-sum purchase of units or through non-level purchases of units.

If on a specified DCA transfer date, however, the division from which amounts are being transferred does not have enough value to make the transfers you elected, DCA will not occur. DCA will occur on the next designated DCA transfer date as long as the amount you designated to be transferred is available.

To elect DCA, complete our Dollar Cost Averaging Request form and send or fax it to us for processing. You can also elect DCA on our website, subject to certain restrictions. You may not elect Dollar Cost Averaging for the policy while Portfolio Rebalancing is in effect. In addition, the DCA transfer date can not occur within 66 days of the policy’s issue date. We do not charge you to participate in the DCA program.

We may at any time modify, suspend, or terminate the Dollar Cost Averaging program without prior notification.

Portfolio Rebalancing Program

Portfolio Rebalancing is an automated transfer program that maintains specified ratios of account values among your selected portfolio rebalancing divisions. The GPA is not included in the Portfolio Rebalancing Program.

Over time, varying investment performance among divisions may cause the ratios of your account value in those selected divisions to change. You may automatically rebalance the portions in the divisions you select with Portfolio Rebalancing.

You may choose divisions among which you wish to maintain certain relative proportions of account value. At a pre-determined frequency, we will make transfers among these selected divisions so that their account value will again match the ratios you set.

In order for Portfolio Rebalancing to occur:

(1) the account value in at least one of the selected divisions must vary from your chosen ratio by at least $25.00 and

(2) at least one of the selected divisions must have existing account value.

If the above conditions are met, your selected divisions will be rebalanced. If they are not met, no rebalancing will occur. In addition, the first rebalancing will not occur within 66 days of the policy’s issue date.

To elect Portfolio Rebalancing, complete our Portfolio Rebalancing Request form and send or fax it to us for processing. You can also elect Portfolio Rebalancing on our website, subject to certain restrictions. You may not elect Portfolio Rebalancing while Dollar Cost Averaging is in effect for the policy. We do not charge you to participate in the Portfolio Rebalancing program.

We may at any time modify, suspend, or terminate the Portfolio Rebalancing program without prior notification.

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Example:

Assume that you want your initial net premium payment split between 4 divisions: the MML Managed Bond Fund, the MML Blend Fund, the MML Equity Fund, and the Oppenheimer MidCap Fund/VA.

You have also completed a Portfolio Rebalancing form indicating that you want the values in the MML Managed Bond Fund and the Oppenheimer MidCap Fund/VA rebalanced quarterly as follows:

Ÿ 60% in the MML Managed Bond Fund; and

Ÿ 40% in the Oppenheimer MidCap Fund/VA.

Over the next 2½ months the bond market does very well while the stock market performs poorly. At the end of the first quarter, the MML Managed Bond Fund now represents 80% of the value of the two funds in your Portfolio Rebalancing Program.

On the first day of the next quarter, we would sell some of your units in the MML Managed Bond Fund and use the money to buy more units in the Oppenheimer MidCap Fund/VA to bring the ratio of the two funds back to 60/40 respectively. Note the other two funds (MML Blend and MML Equity) would remain unchanged, as you did not elect to include them in the Portfolio Rebalancing program.

Withdrawals

After the first policy year, you may withdraw up to 75% of the current net surrender value. The minimum amount you can withdraw is $100, including the withdrawal fee of $25. We do not charge a surrender charge for a withdrawal. You may not make a withdrawal after the insured’s attained age 99.

You can make a withdrawal by sending or faxing us a written request on our Partial Withdrawal Request form.

You must state in your request form the dollar amount and corresponding investment division(s) from which you want the withdrawal made. If you request a maximum partial withdrawal, the amount of the withdrawal will be deducted proportionately from the available divisions, including the non-loaned account value in the guaranteed principal account.

If you choose to withdraw an amount from the guaranteed principal account, it may not exceed the non-loaned account value in that investment division. A withdrawal from the GPA will reduce the guaranteed death benefit measure and, consequently, in most cases, negatively impact the GDB safety test.

A withdrawal will reduce your policy’s account value by the amount withdrawn, including the withdrawal fee. If the policy’s account value is reduced to a point where it cannot meet a monthly deduction your policy may terminate. A withdrawal may also reduce your policy’s face amount and may have adverse tax consequences.

We will reduce the face amount of your policy by the amount of the withdrawal, if:

Ÿ death benefit options 1 or 3 are in effect and the death benefit is greater than the minimum death benefit; or

Ÿ death benefit option 4 is in effect and the death benefit is greater than the minimum death benefit and the withdrawal is from the GPA; or

Ÿ the minimum death benefit, after the withdrawal, is less than the amount of benefit provided by the death benefit option in effect; and

Ÿ we have not received evidence of insurability satisfactory to us.

No surrender charge will apply, if your face amount is reduced because of a withdrawal.

There is one exception in cases where the death benefit option in effect is 1 or 3, or if death benefit option 4 is in effect and the withdrawal is taken from the GPA:

If the death benefit provided by the death benefit option immediately before the withdrawal is equal to the minimum death benefit, either the face amount reduction will be limited or we will not reduce the face amount.

We will not reduce the face amount if the death benefit immediately after the withdrawal would be the new minimum death benefit (based on the reduced account value). Otherwise, the face amount reduction will be based on a formula.

The formula considers the smallest withdrawal amount that would bring the minimum death benefit below the death benefit provided by the death benefit option. The formula reduces the face amount by the excess of the requested withdrawal

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amount over this smallest withdrawal amount. (Minimum death benefit, death benefit, and death benefit option are explained in the Death Benefit section.)

We will not allow a withdrawal if it would result in a reduction of the face amount to less than the minimum face amount. Withdrawals may have adverse tax consequences.

Withdrawal requests where evidence of insurability is not required will be effective on the valuation date we receive the written request in good order at our Administrative Office. Withdrawal requests where evidence of insurability is required will be effective on the valuation date we approve the evidence of insurability application provided that the remainder of the withdrawal request is in good order on that date.

If a withdrawal would cause the policy to become a modified endowment contract, a MEC Notice and Acknowledgement Form will be required before the withdrawal will be processed. For more information on MECs, see the Federal Income Tax Considerations section.

We will pay any withdrawal amounts within 7 calendar days of the withdrawal effective date unless we are required to suspend or postpone withdrawal payments. (See Other Policy Rights and Limitations.)

Surrenders

You may surrender your policy to us at any time while the policy is in force and the insured is alive. We will pay you its net surrender value. To surrender your policy you must send us a completed surrender form and any other forms we may require.

The surrender will be effective on the valuation date we receive all required, fully completed forms in good order at our Administrative Office. We will pay any surrender amounts within 7 calendar days of the surrender effective date, unless we are required to suspend or postpone surrender payments. (Please refer to Other Policy Rights and Limitations.)

The policy terminates as of the effective date of the surrender and cannot be reinstated unless required by law. Surrendering the policy may result in adverse tax consequences.

Subject to product and state availability, an endorsement to your variable life insurance policy may be available. The endorsement allows the Company to waive surrender charges, under certain circumstances, if a policy owner wishes to exchange their existing variable life insurance policy offered by MassMutual or one of its subsidiaries for a qualifying non-variable life insurance policy offered by MassMutual or one of its subsidiaries. We have the right to modify, suspend, or terminate any replacement program at any time without prior notification.

For more information, please contact your registered representative or call our Administrative Office.

Net Surrender Value

The net surrender value of the policy is equal to:

Ÿ the account value; minus

Ÿ any surrender charges that apply; and minus

Ÿ any policy debt.

Loans

You may take a loan from the policy once the account value exceeds the total of any surrender charges. We charge interest on policy loans that is added to the policy debt. We refer to all outstanding loans plus accrued interest as “policy debt”. You may repay all or part of your policy debt but you are not required to do so.

We currently allow loans in all policy years, however, we reserve the right to prohibit loans in the first policy year. The maximum loan amount allowed at any time is the amount that, with accrued loan interest calculated to the next policy anniversary date, will equal your account value less any surrender charge. The maximum amount available for a loan is the maximum loan amount allowed less any existing policy debt.

Taking a loan from your policy has several risks:

Ÿ it may increase the risk that your policy will terminate;

Ÿ it will have a permanent effect on your policy’s net surrender value;

Ÿ it may increase the amount of premium needed to keep the policy in force;

Ÿ it will reduce the death proceeds;

Ÿ it may cause your policy to fail the GDB safety test; and

Ÿ it has potential adverse tax consequences.

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The risks that can result from taking a policy loan may be reduced if you repay the policy debt. The tax consequences of loans are discussed in the Federal Income Tax Considerations section.

Loan Procedures

Requesting a Loan

Ÿ You may take a loan by completing a Loan Request form and sending or faxing it to our Administrative Office. You must select from where you would like the loan amount deducted. You may choose to deduct your loan from:

Ÿ up to 18 divisions of the Separate Account, or

Ÿ up to 17 divisions of the Separate Account and the GPA.

Ÿ You must assign the policy to us as collateral for the loan.

Payment of Proceeds

Loans will be effective on the valuation date we receive your Loan Request form and all other required documents in good order at our Administrative Office. On the effective date of the loan, we deduct proportionate accumulation units from the divisions you have selected and, if applicable, the guaranteed principal account (excluding any outstanding loans) and transfer the resulting dollar amounts to the loan section of the guaranteed principal account. We will pay any loan amounts within 7 calendar days of the loan effective date, unless we are required to suspend or postpone loan amounts. (Please refer to Other Policy Rights and Limitations.)

Interest Credited on the Loaned Value

When you take a loan, we transfer an amount equal to the loan to the loan section of the guaranteed principal account. This amount earns interest at a rate equal to the greater of:

Ÿ 3%, or

Ÿ the policy loan rate less the current loan interest rate expense charge.

On each policy anniversary, the interest earned on any outstanding loan is transferred to the divisions of the Separate Account according to the values in them at that time. If you have no value in the Separate Account at that time, then the interest earned on any outstanding loan remains in the GPA.

Loan Interest Charged

The interest rate charged on loans is 4%. This is a fixed rate; it will not change during the life of the policy.

Interest on policy loans accrues daily and becomes part of the policy debt as it accrues. As part of the loan, it will bear interest at the loan rate. Loan interest is due on each policy anniversary. If you do not pay it when it is due, the interest is deducted proportionately from the divisions of the Separate Account according to the then current value in those divisions and added to the loan. If there is not enough value in the divisions, the balance of the interest due will be taken from the GPA and that will, in turn, impact the GDB measure. If the policy’s account value cannot cover the loan interest due, the policy may lapse according to the Policy Termination section of this prospectus.

Effect of a Loan on the Values of the Policy

A policy loan negatively affects policy values since we reduce the death benefit and net surrender value by the amount of the policy debt. Additionally, if you elect to take any portion of the loan from the GPA, the policy’s guaranteed death benefit measure will also be reduced and, consequently, in most cases, negatively impact the GDB safety test.

As long as a loan is outstanding, a portion of the policy account value equal to the loan is invested in the guaranteed principal account. This amount does not participate in the investment performance of the Separate Account.

Additionally, since loan repayments are allocated to the guaranteed principal account, a loan will impact your ability to transfer funds because we limit transfers from the guaranteed principal account to one each policy year and, generally, you cannot transfer more than 25% of the policy’s fixed account value, excluding debt, at the time of the transfer.

Whenever you reach your policy debt limit, your policy is at risk of terminating whether or not the GDB safety test has been met. If this happens we will notify you in writing. The section on Policy Termination explains more completely what will happen if your policy is at risk of terminating.

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Your policy debt limit is reached when total policy debt exceeds:

Ÿ the account value less surrender charges, if the GDB safety test has not been met, or

Ÿ the account value if the GDB safety test has been met.

Repayment of Loans

You may repay all or part of your policy debt at any time while the insured is living and while the policy is in force. We will increase the death benefit and net surrender value under the policy by the amount of the repayment. We do not offer an automatic loan repayment plan.

You must clearly identify the payment as a loan repayment or we will consider it a premium payment. We will apply your loan repayments on the valuation date they are received at our Administrative Office, in good order.

Any loan repayment you make within 30 days of the policy anniversary date will first pay policy loan interest due. We will allocate any other loan repayment first to the guaranteed principal account until any loan amount that originated from the GPA, excluding interest, is repaid. Any additional loan repayments, including loan interest, will be allocated to the GPA and the divisions of the Separate Account according to your premium allocation instructions in effect at that time. Any loan repayment that is in excess of the outstanding loan will also be allocated according to your current premium allocation instructions.

Any loan repayments allocated to the GPA will also increase the guaranteed death benefit measure.

We will deduct any outstanding policy debt from:

Ÿ the proceeds payable on the death of the insured,

Ÿ the proceeds payable when you surrender the policy, or

Ÿ the account value if the policy lapses.

In these situations, we will then consider the policy debt paid.

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Death Benefit

If the insured dies while the policy is in force and we determine that the claim is valid, we will pay the death benefit to the named beneficiary.

The death benefit will be the amount provided by the death benefit option in effect on the date of death, reduced by any outstanding policy debt, and any unpaid premium needed to avoid termination. The death benefit is calculated as of the date of the insured’s death. The policy also provides additional amounts payable upon death of the insured through certain riders that may be added to your policy with additional charges.

The minimum death benefit for your policy is based on your policy’s account value as described below.

Minimum Death Benefit

In order to qualify as life insurance under Internal Revenue Code Section 7702, the policy must have a minimum death benefit that is determined by one of two compliance tests. You choose the test when you apply for the policy. You cannot change your choice of test after the policy is issued.

Cash Value Accumulation Test. Under this test the minimum death benefit is equal to a multiple of the account value. The multiple factor depends on the insured’s:

Ÿ gender,

Ÿ attained age, and

Ÿ tobacco use classification.

Guideline Premium Test. Under this test the minimum death benefit also is equal to a multiple of the account value, but the multiple factor varies only by the attained age of the insured.

The multiple factors for the Cash Value Accumulation Test and the Guideline Premium Test are shown in the policy.

Your choice of the Guideline Premium Test or the Cash Value Accumulation Test will depend on how you intend to pay premiums. In general, if you intend to pay premiums only in the early policy years, the Cash Value Accumulation Test may be appropriate. If you intend to pay level premiums over a long period of years, the Guideline Premium Test may be more appropriate. You should review policy illustrations of both approaches with your financial representative to determine how the policy works under each test, and which is best for you.

Death Benefit Options

When you apply for the policy you must choose one of four death benefit options. These are:

Ÿ Option 1 — The benefit is the greater of:

(a) the face amount on the date of death; or

(b) the minimum death benefit on the date of death.

Ÿ Option 2 — The benefit is the greater of:

(a) the face amount plus the account value on the date of death, or

(b) the minimum death benefit on the date of death.

Ÿ Option 3 — The benefit is the greater of:

(a) the face amount plus the premiums paid (less any premiums refunded) to the date of death; or

(b) the minimum death benefit on the date of death.

Ÿ Option 4 — The benefit is the greater of:

(a) the face amount plus the account value on the date of death less the Guaranteed Principal Account, or

(b) the minimum death benefit on the date of death.

You should note that death benefit options 2 and 4 provide a variable death benefit. This means that, because the death benefit amount includes the account value, it can change from day to day. Your policy’s account value will vary due to the investment performance of the variable divisions in which you have allocated premium. It is also impacted by the deduction of charges and other policy expenses. It is possible that the policy’s account value can be zero, which will reduce the overall value of the death benefit. The Policy Value section of this prospectus provides more detailed information on how your policy’s account value is determined.

The death benefit we pay will be reduced by any outstanding policy debt and any unpaid premium needed to avoid termination.

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Right to Change the Death Benefit Option

After the first policy year, generally you may change the death benefit option while the insured is living. However, no change will be permitted beyond the insured’s attained age 99. Although we do not currently restrict the number of times you may change your death benefit option, we reserve the right to limit the number of death benefit option changes in any policy year.

You must send us a written request to change your death benefit option. We do not require evidence of insurability. We do, however, reserve the right to require a written application and evidence of insurability satisfactory to us for any death benefit option change that results in a face amount increase.

The change in death benefit option will be effective on the monthly charge date that is on or precedes the date we receive the request.

The value of your death benefit under the new death benefit option will be the same as the value of the death benefit under the old death benefit option at the time of the change. Therefore, the policy’s face amount will be adjusted accordingly when there is a change in the death benefit option. (Appendix C contains examples of how a change in death benefit option impacts the policy’s face amount.)

When the face amount changes as a result of a change in the death benefit option:

Ÿ the monthly charges will also change;

Ÿ the charge for certain additional benefits may change;

Ÿ the GDB factors will change; and

Ÿ the policy surrender charge will not change.

A change in your death benefit option may also have an impact on your ability to satisfy the GDB safety test.

You cannot change the death benefit option if, as a result, the face amount would be reduced to an amount that is less than the minimum initial face amount.

Right to Change the Face Amount

You may request an increase or decrease in the face amount. If you change your face amount, your policy charges, including surrender charges, will change accordingly. If the account value is insufficient (or the net surrender value if there is policy debt) to continue the policy in force with the requested change in face amount, we will require an additional premium payment prior to processing the requested change. Your ability to satisfy the GDB safety test will also be affected.

We reserve the right to limit the size and number of changes to the face amount in any policy year.

If you increase or decrease the policy face amount, your policy may become a modified endowment contract (MEC) under federal tax law. MEC’s are discussed in the Federal Income Tax Considerations section of this prospectus; however, you should consult your tax adviser for information on how a MEC may affect your tax situation.

Increases in Face Amount. To increase the policy face amount, you must send a written application and evidence the insured is still insurable to our Administrative Office.

An increase in face amount may not be:

Ÿ less than $15,000, or

Ÿ made after the insured reaches attained age 90.

If the account value (or the net surrender value if there is policy debt) is insufficient to continue the policy in force for three months at the new monthly charges and interest, we may require a premium payment sufficient to increase the account value to such an amount.

Additional insurance charges, face amount charges, GDB insurance factors, and GDB face amount factors will apply for each face amount increase you elect. Additionally, a separate surrender charge schedule will apply to the amount of the increase. Generally, these surrender charges will apply during the first 19 years (14 years for policies issued in New York) of each segment of coverage.

Face amount increases will be effective on the monthly charge date that is on, or precedes, the date we approve the application for the increase.

Decreases in Face Amount. You may decrease the face amount any time after the first policy year or one year after a face amount increase. You must send a written request to our Administrative Office. When we receive a written request for a

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decrease in face amount from the policy owner, we will provide the policy owner with a written notice that specifies the surrender charges to be assessed at the time of the decrease. If the policy owner does not withdraw the request for the decrease in face amount within ten days from the date of the written notice, we will process the decrease in face amount and assess any surrender charges that may apply. If we determine that the policy will become a MEC, then the decrease will not be processed until a MEC Notice and Acknowledgment form is received in good order at our Administrative Office.

If you decrease the policy face amount, we cancel all or part of your face amount segments, and a partial surrender charge may apply. Surrender charges that apply when you decrease the policy’s face amount are discussed in the Charges and Deductions section under Surrender Charges for Decreases in Face Amount.

A decrease will reduce the face amount in the following order:

(a) the face amount of the most recent increase; then

(b) the face amounts of the next most recent increases successively; and last

(c) the initial face amount.

You may not decrease the face amount:

Ÿ after the insured’s attained age 99; or

Ÿ if the decrease would result in a face amount of less than the minimum face amount ($50,000).

Face amount decreases will be effective on the monthly charge date that is on, or precedes, the date we receive the written request. A face amount decrease will reduce your policy’s account value by the amount of the partial surrender charge. If the policy’s account value is reduced to a point where it cannot cover the charges due, the policy may terminate.

Decreases in the policy’s face amount may have adverse tax consequences.

When We Pay Death Benefit Proceeds

If the policy is in force and it is determined that the claim is valid, we normally pay the death benefit within seven calendar days after we receive all required documents, in good order, at our Administrative Office.

Certain situations may delay payment of a death claim. Some of the situations that can cause a delay in payment include, but are not limited to, the following:

We investigate all death claims that occur within two-years (a) after the policy is issued, (b) after an increase in the face amount, or (c) after reinstatement. These two-year periods are called the policy’s “contestable periods”. We may also investigate death claims beyond a two-year contestable period.

We generally determine whether the contested claim is valid within five days after we receive the information from a completed investigation. Since it may take some time to receive the information, however, payment could be delayed during this period.

We can also delay payment of the death benefit during periods when:

i. it is not reasonably practical to determine the amount because the New York Stock Exchange is closed (other than customary week-end and holiday closings);

ii. trading is restricted by the SEC;

iii. the SEC declares an emergency exists; or

iv. the SEC, by order, permits us to delay payment in order to protect our owners,

And if,

Ÿ the period begins on or before the date of the insured’s death; and

Ÿ the amount of the death benefit is based on the variable account value of the policy as of the date of the insured’s death.

We will pay interest on the death benefit from the date of death to the date of a lump sum payment or the effective date of a payment option.

Payment Options

We will pay the death benefit in one lump sum or if you wish, we will pay the death benefit under one or more of the following payment options:

Ÿ installments for a specified period;

Ÿ installments for a specified amount;

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Ÿ as a life income;

Ÿ as a life income with payments guaranteed for the amount applied;

Ÿ as a joint lifetime income with reduced payments to the survivor; or

Ÿ interest on the benefit amount.

The minimum amount that can be applied under a payment option is $10,000 per person. If the periodic payment under any option is less than $100, we reserve the right to make payments at less frequent intervals. None of these benefits depend on the performance of the Separate Account or the guaranteed principal account.

All payment option elections must be sent to our Administrative Office in writing. You may change the payment option during the insured’s lifetime. If the payment option is one lump sum when the insured dies, the beneficiary may elect any payment option. If the beneficiary does not elect a payment option and you have not elected a payment option during the insured’s lifetime, the death benefit will be paid as a single lump sum. For policies issued in states that do not require affirmative election of this option, lump sum payments of at least $10,000 will be automatically deposited into an interest bearing account with check-writing ability unless another payment option is elected. Additionally, if the policy has been assigned, any amount due to the assignee will be paid in one sum. Once payments have begun, only the specified amount and interest options may be changed.

Your policy and the Statement of Additional Information provide more information about these payment options.

Suicide

If the insured dies by suicide, while sane or insane, the policy death benefit may be limited.

Ÿ If the death occurs within two years after the issue date, the policy will terminate and we will refund to the owner the sum of all premiums paid less any withdrawals and any policy debt.

Ÿ If the death occurs within two years after reinstatement of the policy, the policy will terminate and we will refund to the owner the sum of the premium paid to reinstate and all premiums paid thereafter, less any withdrawals after reinstatement and any policy debt at the time of death.

Ÿ If death occurs within two years after the effective date of an increase in face amount (but at least two years after the issue date or any reinstatement), the policy will terminate and we will refund to the owner the sum of the monthly charges made for the increase. However, if a refund as described in either of the two preceding paragraphs is payable, there will be no additional payment for the increase.

Error of Age or Gender

At the time of a death claim, if the insured’s age or gender was misstated in the policy application, or the policy has been issued incorrectly, we may adjust the face amount. The adjustment will reflect the amount provided by the most recent monthly insurance charges using the correct age and gender. If the adjustment is made while the insured is living, monthly charges after the adjustment will be based on the correct age and gender.

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Other Benefits Available Under the Policy

Additional Benefits You Can Get By Rider

You can obtain additional benefits if you request them and qualify for them. We provide additional benefits by riders, which are subject to the terms of both the rider and the policy. The cost of each rider is generally deducted as part of the monthly charges. Some riders do not result in monthly charges; however, we may charge a one-time fee when you exercise the rider.

Riders for which we charge will also have guaranteed death benefit factors associated with them. The GDB factors will be described in the rider and will be included in the calculations used to determine the GDB measure. If you choose to add a rider for which we charge, you may cancel it at any time upon written request.

Following is a brief description of the riders that can be, subject to state availability, added to the policy. For more information on these riders please refer to the Statement of Additional Information or talk to your financial representative. The terms and conditions of these riders may vary from state to state.

Accelerated Death Benefit Rider

This rider advances to the owner a portion of the policy’s death benefit, when we receive proof, satisfactory to us, that the insured is terminally ill and is not expected to live more than 12 months. In return for the advance payment, a lien is placed on the policy equal to the amount of benefit accelerated. Interest is not charged on the lien.

In states where this rider is available, it is included automatically with the policy.

Additional Insurance Rider

This rider provides term insurance on the life of the insured named in the base policy. The coverage is convertible for a limited amount of time. You may request an increase or decrease in the face amount of the rider. If you change the face amount, your policy charges will change accordingly.

The face amount of the rider is included in the calculation of the policy’s total face amount and, therefore, it will impact:

Ÿ the rates used in determining the insurance charge, and

Ÿ the amount of benefit under the death benefit option in effect.

We will decrease the face amount of the Additional Insurance Rider if the face amount of the base policy falls below its minimum of $50,000 due to a withdrawal or a death benefit option change.

In deciding whether to use the Additional Insurance Rider as part of the total coverage under your policy, you should consider a number of factors. The possible advantages and disadvantages described below compare a policy with the rider to a policy of equal total face amount, but without the rider.

Some possible advantages of using the Additional Insurance Rider include:

1. Since there are no surrender charges associated with the rider, the policy’s total net surrender value will be higher.

2. Decreasing the rider face amount would not incur a surrender charge.

Some possible disadvantages include:

1. The rider will increase the cost associated with satisfying your policy’s GDB safety test.

2. Adding the rider to your policy will result in lower account values.

3. Coverage under the rider terminates at attained age 100, whereas coverage under the base policy continues without further monthly charges.

4. If you select the Guideline Premium Test to qualify the policy as life insurance, the total amount of premiums you may be allowed to pay under the policy will be lower.

5. If you select the Cash Value Accumulation Test instead, the amount of premiums you may be allowed to pay each policy year may be lower.

6. If your policy has the Disability Benefit Rider (discussed later in this section) and the insured becomes totally disabled, the monthly rider benefit may be lower.

7. If your policy has the Waiver of Specified Premium Rider (discussed later in this section) and the insured becomes totally disabled, the monthly rider benefit may be lower.

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You should review these factors with your financial representative before deciding whether to use the Additional Insurance Rider.

Disability Benefit Rider

Under this rider, while the insured is totally disabled, as defined in the rider, we will:

Ÿ credit a monthly specified benefit amount designated by you to the policy’s account value, and

Ÿ waive the monthly charges.

Guaranteed Insurability Rider

This rider provides the right to increase the face amount of the policy without evidence of insurability on certain options dates as defined in the rider.

Other Insured Rider

This rider provides level term insurance on the life of the insured named in the base policy, and/or the insured’s spouse or child. The coverage under the rider is convertible for a limited amount of time. You may request an increase or decrease in the face amount of the rider. If you change the face amount, your policy charges will change accordingly.

In deciding whether to use the Other Insured Rider as part of the total coverage under your policy, you should consider a number of factors. The factors listed below compare a policy with the rider to a policy of equal total face amount, but without the rider, assuming the insured named in the rider is the same as the insured named in the base policy.

Ÿ the cost associated with satisfying the GDB safety test will be affected and the policy’s account values will also be affected.

Ÿ since there are no surrender charges associated with the rider, the policy’s total net surrender value may be higher during periods when surrender charges are in effect.

Ÿ the policy may have lower account values in later years.

Ÿ decreasing the rider face amount would not incur a surrender charge.

Ÿ the amount of premiums you may pay each policy year may be lower.

Ÿ if your policy has the Disability Benefit Rider (discussed earlier in this section) and the insured becomes totally disabled, the monthly rider benefit may be lower.

Ÿ if your policy has the Waiver of Specified Premium Rider (discussed later in this section) and the insured becomes totally disabled, the monthly rider benefit may be lower.

You should review these factors with your financial representative before deciding whether to use the Other Insured Rider and the insured named in the rider is the same as the insured named in the base policy.

Substitute of Insured Rider

This rider, within certain limitations, allows you to substitute a new insured in place of the current insured named in the base policy. This rider is included automatically with the policy.

Substituting a new insured under the policy may have adverse tax consequences. Please consult your tax advisor before you make your decision.

Waiver of Monthly Charges Rider

Under this rider, we will waive the monthly charges due for the policy while the insured is totally disabled as defined in the rider.

Waiver of Specified Premium Rider

Under this rider, while the insured is totally disabled as defined in the rider, we will credit the policy’s account value the greater of:

Ÿ the monthly charges, or

Ÿ a monthly specified amount designated by the policy owner.

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Charges and Deductions

We deduct the following charges from the policy.

In addition, the fund managers deduct expenses from the funds. For more information about these expenses, see the individual fund prospectuses.

Transaction Charges

Deductions from Premiums

We deduct a premium expense charge from each premium payment you make. The premium expense charge is generally used to cover taxes assessed by a state and/or other governmental agency as well as acquisition expenses.

The maximum premium expense charge we can deduct is 5% of any premium paid.

Withdrawal Charge

If you make a withdrawal from your policy, we deduct $25 from the amount you withdraw. This fee is guaranteed not to increase for the duration of the policy. This charge reimburses us for processing the withdrawal.

Loan Interest Rate Expense Charge

We assess a loan interest rate expense charge against policies with outstanding loan balances. The maximum loan interest rate expense charge is:

Ÿ during policy years 1 through 15: 1%, and

Ÿ during policy years 16+: 0.25%.

It is deducted from the policy loan interest rate to determine the interest rate we use to credit interest to the loaned portion of the guaranteed principal account. This charge reimburses us for the ongoing expense of administering the loan.

Surrender Charges

There is a charge if you fully surrender your policy or if you decrease the face amount. We may also take any applicable surrender charges if your policy lapses. (See the Policy Termination section for more information.) Generally, these charges will apply during:

Ÿ the first 19 years (14 years for policies issued in New York) of coverage, and

Ÿ the first 19 years (14 years for policies issued in New York) after each increase in face amount.

However, in no event will we deduct surrender charges after the insured’s attained age 99.

This surrender charge is also sometimes called a “deferred sales load”. The charge compensates us for expenses incurred in issuing the policy, and face amount increases, and for the recovery of acquisition costs.

The surrender charge is a charge against the account value of the policy. The deduction is taken from the Separate Account divisions and the guaranteed principal account (excluding debt) in proportion to the values in each on the effective date of the surrender or decrease in face amount.

We calculate surrender charges separately for the initial face amount and for each increase in the face amount. The surrender charge for the policy is the sum of the surrender charges for the initial face amount and all face amount increases.

Your policy’s surrender charges will be listed in your policy. The charge is based on:

Ÿ the policy’s face amount,

Ÿ the insured’s issue age, gender, and risk classification, and

Ÿ the coverage year.

In no case, however, will the surrender charge ever exceed $55.99 per $1,000 of face amount.

Subject to product and state availability, an endorsement to your variable life insurance policy may be available. The endorsement allows the Company to waive surrender charges, under certain circumstances, if a policy owner wishes to exchange their existing variable life insurance policy offered by MassMutual or one of its subsidiaries for a qualifying non-variable life insurance policy offered by MassMutual or one of its subsidiaries. We have the right to modify, suspend, or terminate any replacement program at any time without prior notification.

For more information, please contact your registered representative or call our Administrative Office.

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Surrender Charges for Decreases in Face Amount

If you decrease your policy’s face amount, we cancel all or a part of your face amount segments and charge a partial surrender charge that is equal to the surrender charge associated with each decreased or cancelled segment multiplied by the proportion of that segment that is decreased. If the partial surrender charge would be greater than the account value (less debt) of the policy, we set the partial surrender charge equal to the account value (less debt) on the date of the surrender.

After a face amount decrease, we reduce the surrender charge for the remaining segments by the amount of the partial surrender charge. This charge provides us with a proportional compensation for expenses incurred in issuing the policy and face amount increases, and for the recovery of acquisition costs.

Rider Processing Fee

We will assess a one-time processing fee at the time you exercise either the Accelerated Death Benefit Rider or the Substitute of Insured Rider. The current processing fee for the Accelerated Death Benefit Rider is $150 and $75 for the Substitute of Insured Rider. Payment is due upon request to exercise the Substitute of Insured Rider; however, the fee for the Accelerated Death Benefit Rider is deducted from the accelerated benefit payment and will reduce the amount you receive.

Monthly Charges Against the Account Value

The following charges are deducted from the account value on each monthly charge date. We do not, however, deduct these monthly charges after the insured’s attained age 99. The “monthly charge date” is the date on which monthly charges for the policy are due. The first monthly charge date is the policy date, and subsequent monthly charge dates are on the same day of each succeeding calendar month.

Your policy’s monthly charge date will be listed in the policy specifications page. Monthly charges will be deducted:

A. On the policy’s first two monthly charge dates:

Proportionately from the unloaned fixed account value and the values in the divisions of the Separate Account.

If there is not enough account value on either of the first two monthly charge dates, the policy will enter the grace period, unless the GDB safety test is met. If the GDB safety test is met, monthly charges due will be reduced to the unloaned account value.

And,

B. On all subsequent monthly charge dates:

From the GPA.

If there is not enough account value in the unloaned GPA on any of the subsequent monthly charge dates and the GDB measure is less than the GDB monthly factors, monthly charges will then be deducted proportionately from the unloaned fixed account value and the values in the divisions of the Separate Account.

If the GDB safety test is met (or, in some situations, just the GDB measure portion of the GDB safety test) the monthly charges due will be reduced to the value of the unloaned portion of the GPA and will be deducted solely from that account. These situations are discussed more fully in the Policy Termination section.

Administrative Charge and Face Amount Charge

The administrative charge and the face amount charge reimburse us for issuing and administering the policy, and for such activities as processing claims, maintaining records and communicating with you.

Administrative Charge

We currently do not assess an administrative charge; however, we reserve the right to do so. The maximum administrative charge is $12 per policy, per month.

Face Amount Charge

The face amount charge is a rate per $1,000 of face amount. We calculate the face amount charge separately for the initial face amount and for each increase in the face amount. It is based on:

Ÿ the issue age of the insured for the initial face amount, and

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Ÿ for each increase, the insured’s age at time of the increase,

and it is multiplied by the segment face amount. This charge is assessed during the first 5 years of each segment of coverage.

Insurance Charge

The insurance charge reimburses us for providing you with life insurance protection. We deduct an insurance charge based on your policy’s insurance risk.

The maximum or guaranteed insurance charge rates associated with your policy are shown in the policy’s specification pages. They are calculated using the 1980 Commissioners Standard Ordinary Mortality Tables or, for unisex rates, the 1980 Commissioners Ordinary Mortality Table B. The rates are also based on the age, gender (unless the unisex rates are used), and risk classification of the person insured by the policy.

Your policy’s actual or current insurance charge rates are based on the insured’s issue age (and age at increase, if applicable), risk class, and gender (unless unisex rates are used). These rates generally increase as the insured’s age increases. The rates will vary with the number of years the coverage has been in force and with the total face amount of the policy.

How the insurance charge is calculated.

A. If the minimum death benefit is not in effect:

We calculate the insurance charge on each monthly charge date by multiplying the current insurance charge rate by a discounted insurance risk.

The insurance risk is the difference between:

Ÿ The amount of benefit available, on that date, under the death benefit option in effect, discounted by the monthly equivalent of 3% per year, and

Ÿ the account value at the beginning of the policy month before the monthly insurance charge is due.

The following three steps describe how we calculate the insurance charge for your policy:

Step 1: We calculate the total insurance risk for your policy:

a. We divide the amount of benefit under the death benefit option in effect that would be available at the beginning of the policy month by 1.0024662698 (which is the monthly equivalent of 3%);

b. We subtract your policy’s account value at the beginning of the policy month from the amount we calculated in 1a above.

Step 2: We allocate the insurance risk in proportion to the face amount of each segment and each increase that’s in force as of your monthly charge date.

Step 3: We multiply the amount of each allocated insurance risk by the insurance charge rate for each coverage segment. The sum of these amounts is your insurance charge.

B. If the minimum death benefit is in effect:

We also calculate the insurance charge on each monthly charge date. However, in Step 1 we calculate the total insurance risk for your policy, as described in A, (i) assuming the minimum death benefit is in effect, and then (ii) assuming the minimum death benefit is not in effect.

Step 2: We allocate the insurance risk:

a. calculated for (ii) in proportion to the face amount of each segment and each increase that’s in force as of your monthly charge date; and

b. we subtract the risk calculated for (ii) from the risk calculated for (i) and allocate that amount to the last underwritten segment.

Step 3: We multiply the amount of each allocated insurance risk by the insurance charge rate for each coverage segment. The sum of these amounts is your insurance charge.

Additional Information about the Insurance Charge. We will apply any changes in the insurance charges uniformly for all insureds of the same issue ages, gender, risk classes, and whose coverage has been in-force for the same length of time. No change in insurance class or cost will occur on account of deterioration of the insured’s health after we issue the policy.

Because your account value and death benefit may vary from month to month, your insurance charge may also vary on each monthly charge date. The cost of your insurance depends on the amount of insurance risk on your policy. Factors that may affect the insurance risk include:

Ÿ the amount and timing of premium payments,

Ÿ investment performance,

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Ÿ fees and charges assessed,

Ÿ the addition or deletion of certain riders,

Ÿ rider charges,

Ÿ withdrawals,

Ÿ policy loans,

Ÿ changes to the face amount, and

Ÿ changes to the death benefit option.

Rider Charges

The charges for the following riders are deducted from the account value on each monthly charge date: Additional Insurance Rider, Disability Benefit Rider, Guaranteed Insurability Rider, Other Insured Rider, Waiver of Monthly Charges Rider and Waiver of Specified Premium Rider.

The rates for the Additional Insurance and Other Insured Riders vary by the insured’s gender, issue age, risk classification and year of coverage. Current rates for the Other Insured Rider range from $0.02 to $79.16 per $1,000 of rider insurance risk. Charges for the Additional Insurance Rider have two components. A portion of the charge is based on a current rate of $0.02 to $82.50 per $1,000 of rider insurance risk. The remainder of the charge is based on a current rate of $0 to $0.41 per $1,000 of rider face amount. Monthly charges will not continue beyond the insured’s attained age 99.

The current charge for the Waiver of Monthly Charges Rider is $0.01 to $0.26 per $1 of monthly deductions. The charge for the Disability Benefit Rider has two components. A portion of the charge is based on a current rate of $0.01 to $0.26 per $1 of monthly deductions. The remainder of the charge for the Disability Benefit Rider is based on a current rate of $0 to $0.04 per $1 of specified benefit amount. Monthly charges will continue to, but not including, the policy anniversary date on which the insured’s attained age becomes 65.

The current charge for the Waiver of Specified Premium Rider is dependent on which benefit has been determined to be the greatest, the monthly charges or the specified premium amount. If the rider benefit is the monthly charges, the charge is based on a current rate of $0.01 to $0.26 per $1 of monthly deduction. If the rider benefit is the specified premium amount, the charge is based on a current rate of $0 to $0.04 per $1 of specified premium amount. Monthly charges will continue to, but not including, the policy anniversary date on which the insured’s attained age becomes 65.

The current charge for the Guaranteed Insurability Rider is $0.03 to $0.11 per $1,000 of optional insurance coverage. Monthly charges will continue to, but not including, the policy anniversary date on which the insured’s attained age becomes 46.

The rates for the Waiver of Monthly Charges Rider, Disability Benefit Rider, Waiver of Specified Premium Rider and Guaranteed Insurability Rider vary by the insured’s gender and age.

Daily Charges Against the Separate Account

The following charges are deducted from the Separate Account daily:

Asset Charge

The asset charge is determined on your policy’s monthly charge date and is based on your policy’s account value, on that monthly charge date, after the current monthly charges are deducted.

The charge is applied, on a daily basis, to your value in the Separate Account only. The maximum annual asset charge is equal to the following percentages of the portion of your policy’s average daily net assets that are invested in the Separate Account:

Ÿ during policy years 1 thru 15:

Your Account Value	Annualized Asset Charge
$  0          — $49,999.99	1.15%
$  50,000 — $99,999.99	0.90%
$100,000 +	0.65%

Ÿ 0.50% during policy years 16 and beyond.

When your policy is issued, the asset charge is set assuming your policy account value is $100,000, regardless of your policy’s actual account value. The asset charge will remain at this level until the monthly charge date that is on or immediately after the date we receive your first premium payment. On the monthly charge date immediately following your first premium payment, your asset charge will be set according to your policy’s actual account value. On each of the policy’s subsequent monthly charge dates

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during your first 15 policy years, we will determine the asset charge to be applied to your value in the Separate Account until the next monthly charge date. Even though your variable account value may change from day-to-day, the asset charge applied to your value invested in the Separate Account will only change on a monthly charge date when your account value has increased or decreased to a level that triggers the assessment of a different asset charge as shown in the table.

The asset charge compensates us for the risks and expenses involved in issuing and administering life insurance protection.

If the asset charge is not sufficient to cover the risks and expenses involved in issuing and administering the policy, we will bear the loss. If the amount of the charge is more than sufficient to cover those risks and expenses, we will make a profit on the charge. We may use this profit for any purpose, including the payment of marketing and distribution expenses for the contract.

Fund Expenses

The Separate Account purchases shares of the funds at net asset value. The net asset value of each fund reflects investment management fees and other expenses already deducted from the assets of the fund. In addition, one or more of the funds available as an investment choice may pay us a distribution fee out of the fund’s assets. This distribution fee is called a “12b-1” fee. Any investment in one of the funds with a 12b-1 fee will increase the cost of your investment in this contract. Please refer to the fund prospectuses for more information regarding these expenses.

Special Circumstances

There may be special circumstances that result in sales or administrative expenses or insurance risks that are different than those normally associated with this policy. Under such circumstances, we may vary the charges and other terms of the policies; however, the charges will not exceed the maximum charges identified in the fee tables. We will make these variations only in accordance with uniform rules we establish.

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Federal Income Tax Considerations

The information in this prospectus is general and is not an exhaustive discussion of all tax questions that might arise under the policy. The information is not written or intended as tax or legal advice, and may not be relied upon for purposes of avoiding any federal tax penalties. You are encouraged to seek legal and tax advice from a qualified tax adviser. In addition, we do not profess to know the likelihood that current federal income tax laws and Treasury Regulations or the current interpretations of the Internal Revenue Code, Regulations, and other guidance will continue. We cannot make any guarantee regarding the future tax treatment of any policy. We reserve the right to make changes in the policy to assure that it continues to qualify as life insurance for tax purposes.

No attempt is made in this prospectus to consider any applicable state or other tax laws.

Policy Proceeds and Loans. We believe the policy meets the Internal Revenue Code (“IRC”) definition of life insurance. Therefore, the death benefit under the policy generally is excludible from the beneficiary’s gross income under federal tax law, and the gain accumulated in the contract is not taxed until withdrawn or otherwise accessed. Gain withdrawn from a policy is taxed as ordinary income.

The following information applies only to a policy that is not a modified endowment contract (“MEC”) under federal tax law. See Modified Endowment Contracts later in this section for information about MECs.

As a general rule, withdrawals are taxable only to the extent that the amounts received exceed your cost basis in the policy. Cost basis equals the sum of the premiums and other consideration paid for the policy less any prior withdrawals under the policy that were not subject to income taxation. For example, if your cost basis in the policy is $10,000, amounts received under the policy will not be taxable as income until they exceed $10,000 in the aggregate; then, only the excess over $10,000 is taxable.

However, special rules apply to certain withdrawals associated with a decrease in the policy death benefit. The IRC provides that if:

Ÿ there is a reduction of benefits during the first 15 years after a policy is issued, and

Ÿ there is a cash distribution associated with the reduction,

you may be taxed on all or a part of the amount distributed. After 15 years, cash distributions are not subject to federal income tax, except to the extent they exceed your cost basis.

If you surrender the policy for its net surrender value, all or a portion of the distribution may be taxable as ordinary income. The distribution represents income to the extent the value received exceeds your cost basis in the policy. For this calculation, the value received is equal to the account value, reduced by any surrender charges, but not reduced by any outstanding policy debt. Therefore, if there is a loan on the policy when the policy is surrendered, the loan will reduce the cash actually paid to you but will not reduce the amount you must include in your taxable income as a result of the surrender.

To illustrate how policy termination with an outstanding loan can result in adverse tax consequences as described above, suppose that your premiums paid (that is, your cost basis) in the policy is $10,000, your account value is $15,000, you have no surrender charges, and you have received no other distributions and taken no withdrawals under the policy. If, in this example, you have an outstanding policy debt of $14,000, you would receive a payment equal to the net surrender value of only $1,000; but you still would have taxable income at the time of surrender equal to $5,000 ($15,000 account value minus $10,000 cost basis).

The potential that policy debt will cause taxable income from policy termination to exceed the payment received at termination also may occur if the policy terminates without value. Factors that may contribute to these potential situations include: (1) amount of outstanding policy debt at or near the maximum loan value; (2) unfavorable investment results affecting your policy account value; (3) increasing monthly policy charge rates due to increasing attained age of the insured; and (4) high or increasing amount of insurance risk, depending on death benefit option and changing account value.

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One example occurs when the policy debt limit is reached. If, using the previous example, the account value were to decrease to $14,000 due to unfavorable investment results, and the policy were to terminate because the policy debt limit is reached, the policy would terminate without any cash paid to you; but your taxable income from the policy at that time would be $4,000 ($14,000 account value minus $10,000 cost basis). The policy also may terminate without value if unpaid policy loan interest increases the outstanding policy debt to reach the policy debt limit.

To avoid policy terminations that may give rise to significant income tax liability, you may need to make substantial premium payments or loan repayments to keep your policy in force.

You can reduce the likelihood that these situations will occur by considering these risks before taking a policy loan. If you take a policy loan, you should monitor the status of your policy with your financial representative and your tax adviser at least annually, and take appropriate preventative action.

A change of the owner or the insured, or an exchange or assignment of the policy, may cause the owner to recognize taxable income.

We believe that, under current tax law, any loan taken under the policy will be treated as policy debt of the owner. If your policy is not a MEC, the loan will not be considered income to you when received.

Interest on policy loans used for personal purposes generally is not tax-deductible. However, you may be able to deduct this interest if the loan proceeds are used for “trade or business” or “investment” purposes, provided that you meet certain narrow criteria.

If the owner is a corporation or other business, additional restrictions may apply. For example, there are limits on interest deductions available for loans against a business-owned policy. In addition, the IRC restricts the ability of a business to deduct interest on debt totally unrelated to any life insurance, if the business holds a cash value policy on the life of certain insureds. The alternative minimum tax (“AMT”) may apply to the gain accumulated in a policy held by a corporation. The corporate AMT may apply to a portion of the amount by which death benefits received exceed the policy’s net surrender value on the date of death.

The impact of federal income taxes on values under the policy and on the benefit to you or your beneficiary depends on MassMutual’s tax status and on the tax status of the individual concerned. We currently do not make any charge against the Separate Account for federal income taxes. We may make such a charge eventually in order to recover the future federal income tax liability to the Separate Account.

Federal estate and gift taxes, state and local estate taxes, and other taxes depend on the circumstances of each owner or beneficiary.

Investor Control. There are a number of tax benefits associated with variable life insurance policies. Gains on the net investment experience of the Separate Account are deferred until withdrawn or otherwise accessed, and gains on transfers among divisions of the Separate Account also are deferred. For these benefits to continue, the policy must continue to qualify as life insurance. In addition to other requirements, federal tax law dictates that the insurer, and not the policy owner, has control of the investments underlying the various divisions for the policy to qualify as life insurance.

You may make transfers among divisions of the Separate Account, but you may not direct the investments each division makes. If the IRS were to conclude that you, as the investor, have control over these investments, then the policy would no longer qualify as life insurance and you would be taxed on the gain in the policy as it is earned rather than when it is withdrawn or otherwise accessed.

The IRS has provided some guidance on investor control, but many issues remain unclear. One such issue is whether a policy owner can have too much investor control if the variable life policy offers a large number of investment divisions in which to invest account values. We do not know if the IRS will provide any further guidance on the issue. We do not know if any such guidance would apply retroactively to policies already in force.

Consequently, we reserve the right to further limit net premium allocations and transfers under the policy, so that it will not lose its qualification as life insurance due to investor control.

Modified Endowment Contracts. If a policy is a modified endowment contract (“MEC”) under federal tax law, loans, withdrawals, and other amounts distributed under the policy are taxable

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to the extent of any income accumulated in the policy. The policy income is the excess of the account value (both loaned and unloaned) over your cost basis. For example, if your cost basis in the policy is $10,000 and the account value is $15,000, then all distributions up to $5,000 (the accumulated policy income) are immediately taxable as income when withdrawn or otherwise accessed. The collateral assignment of a MEC is also treated as a taxable distribution. Death benefits paid under a MEC, however, are not taxed any differently than death benefits payable under other life insurance contracts.

If any amount is taxable as a distribution of income under a MEC, it will also be subject to a 10% penalty tax. There are a few exceptions to the additional penalty tax for distributions to individual owners. The penalty tax will not apply to distributions:

(i) made on or after the date the taxpayer attains age 59½; or

(ii) made because the taxpayer became disabled; or

(iii) made as part of a series of substantially equal periodic payments paid for the life or life expectancy of the taxpayer, or the joint lives or joint life expectancies of the taxpayer and the taxpayer’s beneficiary. These payments must be made at least annually.

A policy is a MEC if it satisfies the IRC definition of life insurance but fails the “7-pay test.” A policy fails this test if:

Ÿ the accumulated amount paid under the contract at any time during the first seven contract years

exceeds

Ÿ the total premiums that would have been payable at that time for a policy providing the same benefits guaranteed after the payment of seven level annual premiums.

A life insurance policy may pass the 7-pay test and still be taxed as a MEC if it is received in a IRC Section 1035 tax-deferred exchange for a MEC.

If certain changes are made to a policy, we will retest it to determine if it has become a MEC. For example, if you reduce the death benefit during a 7-pay testing period, we will retest the policy using the lower death benefit amount, from the start of that testing period. If the reduction in death benefit causes the policy to fail the 7-pay test for any prior policy year, the policy will be treated as a MEC beginning in the policy year in which the reduction takes place.

Any reduction in benefits attributable to the non-payment of premiums will not be taken into account if the benefits are reinstated within 90 days after the reduction in such benefit.

We will retest whenever there is a “material change” to the policy while it is in force. If there is a material change, a new 7-pay test period begins at that time. The term “material change” includes certain increases in death benefits.

Since the policy provides for flexible premium payments, we have procedures for determining whether increases in death benefits or additional premium payments cause the start of a new seven-year test period or cause the policy to become a MEC.

Once a policy fails the 7-pay test, loans and distributions taken in the year of failure and in future years are taxable as distributions from a MEC to the extent of gain in the policy. In addition, the IRS has authority to apply the MEC taxation rules to loans and other distributions received in anticipation of the policy’s failing the 7-pay test. The IRC authorizes the issuance of regulations providing that a loan or distribution, if taken within two years prior to the policy’s becoming a MEC, shall be treated as received in anticipation of failing the 7-pay test. However, such written authority has not yet been issued.

Under current circumstances, a loan, collateral assignment, or other distribution under a MEC may be taxable even though it exceeds the amount of income accumulated in that particular policy. For purposes of determining the amount of income received from a MEC, the law considers the total of all income in all the MECs issued within the same calendar year to the same owner by an insurer and its affiliates. Loans, collateral assignments, and distributions from any one MEC are taxable to the extent of this total income.

Qualified Plans. The policy may be used as part of certain tax-qualified and/or ERISA employee benefit plans. Since the rules concerning the use of a policy with such plans are complex, you should not use the policy in this way until you have consulted a competent tax adviser. You may not use the policy as part of an Individual Retirement Account (IRA) or as part of a Tax-Sheltered Annuity (TSA) or Section 403(b) custodial account.

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While the policy is owned by the qualified plan, we will only pay amounts under the policy while the insured is still living (e.g., withdrawals, surrenders, and loans) to the qualified plan trustee or plan administrator. We will not make such payments directly to any other party, including the insured participant. The only exception is for a Keogh plan, where the insured participant is also the policy owner.

Employer-owned Policies. On August 17, 2006, the President signed the Pension Protection Act of 2006 into law. This legislation contains provisions affecting the tax treatment of employer-owned life insurance policies issued after the enactment date. It also applies to employer-owned life insurance policies issued prior to the law’s enactment if there is a material increase in the death benefit or other material change to the policy.

The law defines “employer-owned life insurance” as a life insurance contract: (a) that is owned by a person or entity engaged in a trade or business (including policies owned by related or commonly controlled parties); (b) insuring the life of a U.S. citizen or resident who is an employee on the date the contract is issued; and (c) under which the policyholder is directly or indirectly a beneficiary.

The law limits the tax-free death benefit for employer-owned life insurance to the amount of premiums paid unless certain notice and consent requirements are met. The notice requirements are met if, before the contract is issued, the employee is notified in writing of the following: (a) the policyholder intends to insure the employee’s life; (b) the maximum face amount for which the employee could be insured at the time the contract was issued; and (c) the policyholder will be the beneficiary of any proceeds payable on the death of the employee. Prior to issuance of the contract, the employee must provide written consent to being insured under the contract and to continuation of the coverage after employment terminates.

The new law also imposes annual reporting and record keeping requirements for businesses owning employer-owned life insurance policies. The employer must maintain records of the employer’s notice and the employee’s consent, and must file certain annual reports with the IRS.

Provided that the Notice and Consent requirements are satisfied, the death proceeds of an employer-owned life insurance policy will generally be income tax-free in the following situations:

1. At the time the contract is issued, the insured employee is a director, highly compensated employee, or highly compensated individual within the meaning of IRC §101(j)(2)(A)(ii);

2. The insured was an employee at any time during the 12-month period before his or her death;

3. The proceeds are paid to a member of the insured’s family, an individual who is the designated beneficiary of the insured under the contract, a trust established for the benefit of any such member of the family or designated beneficiary, or the insured’s estate; or

4. The proceeds are used to purchase an equity interest in the employer from any of the persons described in (3).

Death Proceeds that do not fall within one of the enumerated exceptions will be subject to ordinary income tax (even if the Notice and Consent requirements were met), and MassMutual will report payment of taxable proceeds to the Internal Revenue Service, where applicable.

Payments to Nonresident Aliens. Generally, a taxable distribution from a policy paid to a nonresident alien is subject to federal income tax at a rate of 30% of the amount of taxable income that is distributed. We are required to withhold this 30% tax and send it to the Internal Revenue Service.

A “nonresident alien” is a person who is not a U.S. citizen and who is not a U.S. resident (based on either the “green card” or “substantial presence” test). A payment is treated as paid to a nonresident alien even if it is deposited into a U.S. bank account owned by a nonresident alien.

Some distributions to nonresident aliens may be subject to a lower tax rate (or to no tax) if a U.S. income tax treaty with the payee’s country of residence provides for lower rate of U.S. tax or for no tax. To obtain the benefit of any reduced tax allowed by a treaty, the nonresident alien must claim the treaty benefit by providing us with a Form W8-BEN containing:

(1) proof of residency (in accordance with Internal Revenue Service (“IRS”) requirements); and

(2) an IRS individual taxpayer identification number (“ITIN”).

If the nonresident alien does not satisfy all of these conditions, we will withhold 30% of the taxable portion of the distribution.

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Other Information

Other Policy Rights and Limitations

Right to Assign the Policy

Generally, you may assign the policy as collateral for a loan or other obligation. For any assignment to be binding on us, however, we must receive a signed copy of it at our Administrative Office. We are not responsible for the validity of any assignment.

Your Voting Rights

We are the legal owner of the fund shares. However, you have the right to instruct us how to vote on questions submitted to the shareholders of the funds supporting the policy. This right is limited to the extent you are invested in those divisions on the record date. We vote shares for which we do not receive instructions in the same proportion as the shares for which we do receive instructions. This process may result in a small number of policy owners controlling the vote. If we determine that we are no longer required to comply with the above, we will vote the shares in our own right.

Your right to instruct us is based on the number of shares of the funds attributable to your policy. The number of shares of any fund, attributable to your policy, is determined by dividing the account value held in that division by $100. Fractional votes are counted.

We will send you or, if permitted by law, make available electronically, proxy material and a form to complete giving us voting instructions.

Suitability

According to federal securities law, a registered representative is required to recommend a security only when the representative believes that the security is suitable for the customer.

Variable life insurance policies are complex insurance products with unique benefits if the policy remains in force. Before you purchase a variable life insurance policy, you should consider whether among other things:

Ÿ you have a need for death benefit protection;

Ÿ you understand the risks and benefits of the policy;

Ÿ you can afford to pay the applicable policy charges to keep the policy in force;

Ÿ you understand how the policy charges impact your policy’s account value;

Ÿ you understand your account value will fluctuate when allocated to the Separate Account;

Ÿ you understand that the Company prohibits market timing and frequent transfers;

Ÿ you understand that you generally have no access to your account value in the first year;

Ÿ you understand whether your registered representative will receive more compensation for selling this life insurance policy rather than another;

Ÿ you understand that if you are older, the following features of a variable life insurance policy will more likely disadvantage you: 1) the limitations on account value access; and 2) the impact of account value fluctuations on variable death benefit options.

Deferral of Payments

Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require us to block a policy owner’s ability to make certain transactions and thereby refuse to accept any request for transfers, withdrawals, surrenders, or death benefits, until the instructions are received from the appropriate regulator. We may also be required to provide additional information about you and your contract to government regulators.

Delay of Payment of Proceeds from the GPA

We may delay payment of any net surrender values, withdrawals, and loan proceeds that are based on the GPA for up to six months from the date the request is received at our Administrative Office.

If we delay payment of a surrender or withdrawal 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.

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Delay of Payment of Proceeds from the Separate Account

We can delay payment of the net surrender value or any withdrawal or loan from the Separate Account during any period when:

i. it is not reasonably practical to determine the amount because the New York Stock Exchange is closed (other than customary week-end and holiday closings);

ii. trading is restricted by the SEC;

iii. the SEC declares an emergency exists; and

iv. the SEC, by order, permits us to delay payment in order to protect our owners.

Reservation of Company Rights to Change the Policy or Separate Account

Separate Account Changes

We reserve the right to make certain material changes to the Separate Account. Specifically, we reserve the rights to:

Ÿ create new divisions of the Separate Account;

Ÿ create new Separate Accounts and new segments;

Ÿ combine any two or more Separate Account segments or divisions;

Ÿ make available additional or alternative divisions of the Separate Account investing in additional investment companies;

Ÿ invest the assets of the Separate Account in securities other than shares of the funds. These securities can be substitutes for fund shares already purchased or they can apply only to future purchases;

Ÿ operate the Separate Account as a management investment company under the 1940 Act or in any other form permitted by law;

Ÿ de-register the Separate Account under the 1940 Act in the event such registration is no longer required;

Ÿ substitute one or more funds for other funds with similar investment objectives;

Ÿ delete funds or close funds to future investments, and

Ÿ change the name of the Separate Account.

We have reserved all rights to the name Massachusetts Mutual 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 may also withdraw this right.

As a result of changes in applicable laws, regulations or variable investment divisions offered under the policy, we may exercise one or more of the rights listed above. If we exercise any of these rights, we will receive prior approval from the Securities and Exchange Commission, if necessary. We will also give you notice of our intent to exercise any of these rights.

Distribution

MML Distributors, LLC (“MML Distributors”), a limited liability corporation, is the principal underwriter of the policy. MML Distributors is a broker-dealer registered with the Securities and Exchange Commission and is a member of the NASD. MML Distributors is a subsidiary of MassMutual. Pursuant to an Underwriting and Servicing Agreement, MML Distributors receives compensation for its activities as underwriter for the policy.

Both registered representatives of MML Investors Services, Inc. (“MMLISI”), a subsidiary of MassMutual, and registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors (“Broker-Dealers”) sell the policy. Such registered representatives are also licensed insurance agents.

MassMutual also contracts with outside firms who act as Wholesale Distributors and who may assist Broker-Dealers or their registered representatives in offering and selling the policies. Wholesale Distributors may provide training, marketing and other sales-related functions to Broker-Dealers and their registered representatives. Wholesale Distributors may also provide certain administrative services to MassMutual in connection with the policies (collectively referred to as “Services”). Some Wholesale Distributors are also Broker-Dealers, authorized on their own behalf to sell the policy. MassMutual (through MML Distributors) compensates these Wholesale Distributors for the Services.

Commissions and Allowances Paid to MMLISI and Broker-Dealers

Commissions are paid to MMLISI and all Broker-Dealers involved in the sale of the policy. MassMutual pays commissions for policies sold by MMLISI registered representatives through MMLISI to those registered representatives.

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MassMutual pays commissions for policies sold by registered representatives of other Broker-Dealers through MML Distributors to those Broker-Dealers.

Commissions are based on certain commission schedules and rules. Commissions are a percentage of the premium paid in each year of coverage and differ for premiums paid up to the Target Premium and for premiums paid in excess of the Target Premium. The Target Premium is based on the issue age, gender and risk classification of the insured. We also pay a renewal commission after the first policy year that is a percentage of the average monthly account value for the policies.

We also pay expense reimbursement and other allowances in connection with the sales of the policies.

The Statement of Additional Information contains more detail on the maximum commission percentages and allowances payable under the policy.

Wholesale Distributor Compensation

MassMutual pays commissions and allowances to Wholesale Distributors authorized to sell the policies on their own behalf. MassMutual pays allowances to Wholesale Distributors who provide Services to a Broker-Dealer in connection with the sales of the policies. MassMutual may also pay compensation to the Wholesale Distributor in the event that the Target Premium for all life insurance products credited to the Wholesale Distributor equals or exceeds preset Target Premium thresholds in certain years (“Progressive Compensation”). The Progressive Compensation payment schedule may vary for specific Wholesale Distributors.

The Target Premium for Wholesale Distributors referenced in this section is premium paid for all MassMutual individual life insurance products credited to the Wholesale Distributor including traditional whole life, term, and universal life insurance policies as well as variable life insurance policies.

The Statement of Additional Information contains more detail on the maximum Wholesale Distributor compensation payable under the policy.

Additional Compensation Paid to MMLISI

Most MMLISI registered representatives are also MassMutual insurance agents, and as such, are eligible for certain cash and non-cash benefits from MassMutual. Cash compensation includes bonuses and allowances based on factors such as sales, productivity and persistency. Non-cash compensation includes various recognition items such as prizes and awards as well as attendance at, and payment of the costs associated with attendance at, conferences, seminars and recognition trips. Sales of this policy may help these registered representatives and their supervisors qualify for such benefits. MMLISI registered representatives who are also General Agents or sales managers of MassMutual also may receive overrides, allowances and other compensation that is based on sales of the policy by their registered representatives.

Additional Payments to Wholesalers

In addition to the commissions described above, MassMutual may make cash payments to certain Wholesalers to attend sales conferences and educational seminars, thereby promoting awareness of our products. The Wholesaler may use these payments for any reason, including helping offset the costs of the conference or educational seminar.

We may also make cash payments to Wholesalers pursuant to marketing service agreements. These marketing service arrangements vary depending on a number of factors, including the specific level of wholesale support being provided. These payments are not made in connection with the sale of specific policies.

These additional payments are not offered to all Wholesalers and the terms of these arrangements may differ. Any such payments will be paid by MassMutual out of our assets and will not result in any additional direct charge to you. Such payments may give us greater access to the registered representatives of the Broker-Dealers who place business through Wholesalers that receive such payments and may influence the way that a Broker-Dealer or Wholesaler markets the policy.

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Compensation in General

The compensation arrangements described in the paragraphs above may provide a registered representative with an incentive to sell this policy over other available policies whose issuers do not provide such compensation or which provide lower levels of compensation. You may want to take these compensation arrangements into account when evaluating any recommendations regarding this policy.

We intend to recoup a portion of the cash and non-cash compensation payments that we make through the assessment of certain charges described in this prospectus, including the contingent deferred sales charge. We may also use some of the 12b-1 distribution fee payments and other payments that we receive from certain funds to help us make these cash and non-cash payments.

You may contact, as applicable, MMLISI, your Broker-Dealer or registered representative to find out more information about the compensation they may receive in connection with your purchase of a policy.

Legal Proceedings

The Company is involved in litigation arising in and out of the normal course of business, which seek both compensatory and punitive damages. While the Company is not aware of any actions or allegations that should reasonably give rise to a material adverse impact to the Company’s financial position or liquidity, the outcome of litigation cannot be foreseen with certainty.

The Company, along with numerous other defendants, has been named in an adversary proceeding in the Enron bankruptcy. In addition, in June 2005, the Company’s former Chief Executive Officer (“former CEO”) filed a demand for arbitration contesting his termination “for cause” from the Company. In 2006, the arbitration panel ruled that the former CEO’s conduct did not satisfy the Employment Contract’s requirement for a “for cause” termination and awarded him a portion of the compensation and severance benefits specified in his employment agreement. The Company has appealed this ruling to the Massachusetts state court. In 2006, the Company accrued an additional $9 million in compensation expense bringing the total accrual for this matter to approximately $71 million as of December 31, 2006.

In 2005, the Company received final approval of a nationwide class action settlement involving alleged insurance sales practices claims. In 2006, all appeals to this settlement were resolved. The settlement class includes all policyholders, with certain limited exceptions, who have or had an ownership interest in permanent life policies, term life policies or disability income policies issued between January 1, 1983 and December 31, 2003. As of December 31, 2006, the Company has paid $111 million of the original $268 million accrual.

It is the opinion of management that the ultimate resolution of these matters will not materially impact the Company’s financial position or liquidity. However, the outcome of a particular proceeding may be material to the Company’s operating results for a particular period depending upon, among other factors, the size of the loss or liability and the level of the Company’s income for the period.

The Company is subject to governmental and administrative proceedings and regulatory examinations and investigations in the ordinary course of its business. The Company has cooperated fully with these regulatory agencies with regard to their examinations and investigations and has responded to information requests and comments.

These examinations and investigations include industry-wide investigations of issues such as (a) late trading and market timing in connection with mutual funds and variable insurance contracts, (b) revenue sharing, (c) compensation and bidding arrangements and possible anti-competitive activities between insurance producers and brokers and issuers of insurance products, and (d) marketing, pricing and sales of retirement products. In connection with examinations and investigations, the Company has been contacted by various regulatory agencies and state attorneys general including the Securities and Exchange Commission, U.S. Department of Labor, National Association of Securities Dealers, Commonwealth of Massachusetts Division of Insurance, the State of Connecticut Insurance Department, and the Attorneys General of Connecticut, Massachusetts and New York.

The Company believes that it is reasonable to expect that regulatory inquiries, examinations and

Other Information

62

investigations into the financial services industry will continue for the foreseeable future and may result in new industry-wide legislation, rules, and regulations that could significantly affect the financial services industry as a whole. It is the opinion of management that the ultimate resolution of these matters will not materially impact the Company’s financial position or liquidity. The outcome of a particular matter may be material to the Company’s operating results for a particular period depending upon, among other factors, the size of the matter and the level of the Company’s income for the period.

Financial Statements

We have included our statutory financial statements and those of the Separate Account in the Statement of Additional Information.

Other Information

63

Appendix A

Following are hypothetical examples of how the guaranteed death benefit (GDB) safety test works. Example 1 represents a situation where there is no outstanding policy loan. Examples 2a thru 2c represent situations where there is outstanding policy debt.

These examples are provided for illustrative purposes only and are in no way representative of actual policy values.

Example #1 ~ Meeting the GDB safety test when there is no policy debt:

Assume the following:

Ÿ It is the policy’s sixth monthly charge date;

Ÿ You have no policy debt;

Ÿ No withdrawals have been made;

Ÿ The monthly charges are $100;

Ÿ Your policy’s GPA value is $50;

Ÿ The minimum monthly premium is $20;

Ÿ Beginning on the policy date you have made premium payments of $20 on each monthly charge date;

Ÿ The GDB measure equals 75, and

Ÿ The monthly GDB factors total 70.

In the initial no lapse period, the monthly charges will be reduced to $50, the policy’s GPA value is reduced to zero, and the policy will stay in force because:

a. The GDB measure exceeds the total GDB factors on that monthly charge date, and

b. The minimum monthly premium requirement (see Guaranteed Death Benefit Safety Test section) has been met.

Therefore, the safety test has been met.

After the policy’s initial no lapse period, it would still stay in force because the GDB measure is greater than the total GDB factors on that date.

Example #2a ~ Meeting the safety test when there is an existing policy loan, but accrued interest is not yet due and the policy has not exceeded its debt limit:

Assume the following:

Ÿ The policy is in the first month of the 11th policy year;

Ÿ You have policy debt of $2,000;

Ÿ The surrender charges are $135;

Ÿ The monthly charges are $200*;

Ÿ Your policy’s account value is $2,160;

Ÿ The non-loaned GPA value is $75;

Ÿ The variable account value is $85;

Ÿ The minimum no lapse monthly premium is $20;

Ÿ Beginning on the policy date you have made premium payments of $40 on each monthly charge date;

Ÿ The GDB measure equals 75, and

Ÿ The monthly GDB factors total 70.

In the initial no lapse period, the monthly charges will be reduced to $75 (the non-loaned value of the GPA) and the policy will stay in force because:

a. The GDB measure exceeds the total GDB factors on that date, and

b. The minimum monthly premium requirement (see Guaranteed Death Benefit Safety Test section) has been met.

Therefore the safety test is met, and

c. Policy debt ($2,000) does not exceed the policy debt limit (in this case the account value, $2,160).

After the policy’s initial no lapse period, it would still stay in force because the GDB measure is greater than the total GDB factors on that date and the policy’s debt limit has not been reached.

* If the monthly charges are less than the policy’s non-loaned account value (in this case $160) but greater than the non-loaned GPA value (in this case $75), then (b) does not apply.

Appendix A

64

Example 2b ~ Meeting the safety test when there is policy debt (which includes accrued interest) that does not exceed the policy’s debt limit:

Assume the following:

Ÿ It is the policy’s 11th policy anniversary;

Ÿ You have an existing policy loan of $2,000;

Ÿ You have accrued loan interest of $80 that is due and, instead of paying the interest, it is added to your policy loan;

Ÿ The surrender charges are $135;

Ÿ The monthly charges are $300*;

Ÿ Your policy’s account value is $2,260;

Ÿ The non-loaned GPA value is $75;

Ÿ The variable account value is $185;

Ÿ The minimum no lapse monthly premium is $20;

Ÿ Beginning on the policy date you have made premium payments of $40 on each monthly charge date;

Ÿ The GDB measure equals 75, and

Ÿ The monthly GDB factors total 70.

In this case, $80 of your variable account value will be transferred to the loaned portion of the policy’s GPA to pay the accrued loan interest, increasing policy debt to $2,080.

In the initial no lapse period, the monthly charges will be reduced to $75 (the non-loaned portion of the GPA) and the policy will stay in force because:

a. The GDB measure exceeds the total GDB factors on that date;

b. The minimum monthly premium requirement (see Guaranteed Death Benefit Safety Test section) has been met, and

c. Policy debt ($2,080) does not exceed the policy debt limit (in this case the account value, $2,260).

After the policy’s initial no lapse period, it would still stay in force because the GDB measure is greater than the total GDB factors on that date and the policy’s debt limit has not been reached.

* If the monthly charges are less than the policy’s non-loaned account value (in this case $260) but greater than the non-loaned GPA value (in this case $75), then (b) does not apply.

Example 2c ~ Meeting the safety test when there is policy debt (which includes accrued interest) that has exceeded the policy debt limit:

Assume the following:

Ÿ It is the policy’s 11th policy anniversary;

Ÿ You have an existing policy loan of $2,500;

Ÿ You have accrued loan interest of $100 that is due and, instead of paying the interest, it is added to your policy loan;

Ÿ The surrender charges are $135;

Ÿ The monthly charges are $100;

Ÿ Your policy’s account value is $2,550;

Ÿ The non-loaned GPA value is $25;

Ÿ The variable account value is $25;

Ÿ The minimum no lapse monthly premium is $20;

Ÿ Beginning on the policy date you have made premium payments of $50 on each monthly charge date;

Ÿ The GDB measure equals 100, and

Ÿ The monthly GDB factors total 70.

In this case, $100 of your unloaned account value should be transferred to the loaned portion of the policy’s GPA to pay the accrued loan interest, which would increase policy debt to $2,600. In this situation:

a. The GDB measure exceeds the total GDB factors on that date, and

b. The minimum monthly premium requirement (see Guaranteed Death Benefit Safety Test section) has been met.

However, because there is insufficient value in the unloaned account value (the non-loaned GPA and the variable account values) to satisfy the interest payment, policy debt ($2,600) exceeds the policy debt limit (in this case the account value of $2,550), therefore, although your policy has satisfied the GDB safety test, it will enter the grace period.

Appendix A

65

Appendix B

Hypothetical Examples of the Impact of the Account Value, Guaranteed Principal Account (GPA) Value, and Premiums on the Policy Death Benefit

Example I ~ Death Benefit Option 1

Assume the following:

Ÿ Face amount is $1,000,000

Ÿ Account value is $50,000

Ÿ Minimum death benefit is $219,000

Ÿ No policy debt

Based on these assumptions,

Ÿ the death benefit is $1,000,000.

If the account value increases to $80,000 and the minimum death benefit increases to $350,400,

Ÿ the death benefit remains at $1,000,000.

If the account value decreases to $30,000 and the minimum death benefit decreases to $131,400,

Ÿ the death benefit still remains at $1,000,000.

Example II ~ Death Benefit Option 2

Assume the following:

Ÿ Face amount is $1,000,000

Ÿ Account value is $50,000

Ÿ Minimum death benefit is $219,000

Ÿ No policy debt

Based on these assumptions,

Ÿ the death benefit is $1,050,000 (face amount plus account value).

If the account value increases to $80,000 and the minimum death benefit increases to $350,400,

Ÿ the death benefit will increase to $1,080,000.

If the account value decreases to $30,000 and the minimum death benefit decreases to $131,400,

Ÿ the death benefit will decrease to $1,030,000.

Example III ~ Death Benefit Option 3

Assume the following:

Ÿ Face amount is $1,000,000

Ÿ Account value is $50,000

Ÿ Minimum death benefit is $219,000

Ÿ No policy debt

Ÿ Premiums paid under the policy to-date total $40,000

Based on these assumptions,

Ÿ the death benefit is $1,040,000 (face amount plus premiums paid).

If you pay an additional $30,000 of premium and the account value increases to $80,000 and the minimum death benefit increases to $350,400,

Ÿ the death benefit will increase to $1,070,000.

Example IV ~ Death Benefit Option 4

Assume the following:

Ÿ Face amount is $1,000,000

Ÿ Account value is $50,000

Ÿ GPA value is $30,000

Ÿ Minimum death benefit is $219,000

Ÿ No policy debt

Ÿ Premiums paid under the policy to-date total $40,000

Based on these assumptions,

Ÿ the death benefit is $1,020,000 (face amount plus account value minus GPA value).

If the account value increases to $80,000, the GPA value increases to $40,000, and the minimum death benefit increases to $350,400,

Ÿ the death benefit will increase to $1,040,000.

If the account value decreases to $30,000, the GPA value decreases to $10,000, and the minimum death benefit decreases to $131,400,

Ÿ the death benefit will decrease to $1,020,000.

Appendix B

66

Appendix C

Hypothetical Examples of Death Benefit Option Changes

Example I ~ 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 the 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 you change 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 at $700,000.

Example II ~ 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 of $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 $525,000. If you change from option 2 to option 1, the death benefit under option 1 is equal to the policy face amount. Since the death benefit under the 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 and the death benefit after the change will remain at $525,000.

Example III ~ 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 you change from option 1 to option 3, the death benefit under option 3 is equal to the face amount plus the premiums paid to date. Since the death benefit under the 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 and the death benefit after the change will remain at $700,000.

Example IV ~ 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 the policy has a face amount of $500,000, and premium payments of $12,000 have been made to-date, the death benefit under option 3 is equal to the face amount plus the premiums paid, or $512,000. If you change from option 3 to option 1, the death benefit under option 1 is equal to the face amount. Since the death benefit under the 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 and the death benefit after the change will remain at $512,000.

Appendix C

67

Example V ~ Change from Option 1 to Option 4

For a change from option 1 to option 4, the face amount is decreased by the amount of the account value minus the unloaned portion of the GPA value on the effective date of the change.

For example, if the policy has a face amount of $500,000, an account value of $25,000, and a GPA value of $10,000, the death benefit under option 1 is equal to the face amount, or $500,000. If you change from option 1 to option 4, the death benefit under option 4 is equal to the policy face amount, plus the account value, minus the unloaned portion of the GPA value. Since the death benefit under the policy does not change as the result of a death benefit option change, the face amount will be decreased from $500,000 under option 1 to $485,000 under option 4 and the death benefit after the change will remain at $500,000.

Example VI ~ Change from Option 4 to Option 1

For a change from option 4 to option 1, the face amount is increased by the amount of the account value minus the unloaned portion of the GPA value on the effective date of the change.

For example, if the policy has a face amount of $500,000, an account value of $25,000, and a GPA value of $10,000, the death benefit under option 4 is equal to the face amount, plus the account value, minus the unloaned portion of the GPA value, or $515,000. If you change from option 4 to option 1, the death benefit under option 1 is equal to the policy face amount. Since the death benefit under the policy does not change as the result of a death benefit option change, the face amount will be increased from $500,000 under option 4 to $515,000 under option 1 and the death benefit after the change will remain at $515,000.

Example VII ~ 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 to-date.

For example, if the policy has a face amount of $1,000,000 and an account value of $70,000 and premiums paid of $25,000, the death benefit under option 2 is equal to the face amount plus the account value, or $1,070,000. If you change from option 2 to option 3, the death benefit under option 3 is equal to the face amount plus the premiums paid to-date. Since the death benefit under the policy does not 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.

Example VIII ~ Change from Option 2 to Option 4, or from Option 4 to Option 2

For a change from option 2 to option 4 or from option 4 to option 2, the face amount is changed (increased or decreased) by the unloaned portion of the GPA value as of the date of the change.

For example, if the policy has a face amount of $1,000,000, an account value of $70,000, and a GPA value of $25,000, the death benefit under option 2 is equal to the face amount plus the account value, or $1,070,000. If you change from option 2 to option 4, the death benefit under option 4 is equal to the face amount plus the account value minus the unloaned portion of the GPA value as of the date of the change. Since the death benefit under the policy does not change as the result of a death benefit option change, the face amount will be increased by the unloaned portion of the GPA value, to $1,025,000 under option 4, maintaining a death benefit of $1,070,000. A similar type of change would be made for a change from option 4 to option 2.

Appendix C

68

Example IX ~ Change from Option 3 to Option 4, or from Option 4 to Option 3

For a change from option 3 to option 4 or from option 4 to option 3, the face amount is changed (increased or decreased) by the difference between the premiums paid to date and the account value minus the unloaned portion of the GPA value as of the date of the change.

For example, if the policy has a face amount of $1,000,000, an account value of $70,000, a GPA value of $25,000, and premiums paid to date of $40,000, the death benefit under option 3 is equal to the face amount plus premiums paid to date, or $1,040,000. If you change from option 3 to option 4, the death benefit under option 4 is equal to the face amount plus the account value minus the unloaned portion of the GPA value as of the date of the change. Since the death benefit under the policy does not change as the result of a death benefit option change, the face amount will be decreased by the difference between the premiums paid to date and the account value minus the unloaned portion of the GPA value, to $995,000 under option 4, maintaining a death benefit of $1,040,000. A similar type of change would be made for a change from option 4 to option 3.

Appendix C

69

The Statement of Additional Information (SAI) contains additional information about the Separate Account and the policy. The SAI is legally incorporated into this prospectus by reference and it is legally part of this document. We file the SAI with the Securities and Exchange Commission (“SEC”). The SEC maintains a Web site (http://www.sec.gov) that contains the SAI, material incorporated by reference and other information regarding companies that file electronically with the SEC.

Information about the Separate Account, including the SAI, can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the Public Reference Room may be obtained by calling the SEC at 202-551-8090. You may also obtain copies of this information, upon payment of a duplicating fee by writing the Public Reference Section of the SEC, 450 Fifth Street, NW, Washington, D.C. 20549-0102.

For a free copy of the SAI, or for general inquiries, contact our Administrative Office:

MassMutual Customer Service Center

PO Box 1865

Springfield, MA 01102-1865

1-800-272-2216

You can also request, free of charge, a personalized illustration of death benefits, surrender values, and cash values from your registered representative or by calling our Administrative Office.

Investment Company Act file number: 811-08075

Class (Contract) Identifier: C000027254

STATEMENT OF ADDITIONAL INFORMATION

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

(Depositor)

MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I

(Registrant)

May 1, 2007

This is not a prospectus. This Statement of Additional Information (“SAI”) should be read in conjunction with the prospectus dated May 1, 2007, for the VUL Guard^SM policy. The VUL Guard^SM policy and its prospectus may be referred to in this SAI.

For a copy of the VUL Guard^SM prospectus, contact your financial representative, or our MassMutual Customer Service Center by mail at PO Box 1865, Springfield, Massachusetts, 01102-1865; by phone (1-800-272-2216) or on the Internet at www.massmutual.com.

TABLE OF CONTENTS

	SAI	Prospectus
Company	2	16
The Separate Account	2	26
Services	2
Additional Information About the Operation of the Policy and the Registrant	2
•      Purchase of Shares in Underlying Investment Funds	2
•      Guaranteed Death Benefit Measure	2
•      Guaranteed Death Benefit Factors	3
•      Annual Reports	3
•      Incidental Benefits	3
•      Benefits Available by Rider	3
•      Death Benefit Payment Options	8
Underwriters	9
Additional Information About Charges	11
•      Sales Load	11
•      Underwriting Procedures	11
•      Increases in Face Amount	12	45
Performance Data	12
Experts	13
Financial Statements	14

Statement of Additional Information

1

COMPANY

In this Statement of Additional Information, “The Company,” “we,” “us,” and “our” refer to Massachusetts Mutual Life Insurance Company (“MassMutual”). MassMutual is a diversified financial services company providing life insurance, disability income insurance, long-term care insurance, annuities, and retirement and other products to individual and institutional customers. MassMutual was organized as a mutual life insurance company in the Commonwealth of Massachusetts on May 15, 1851. MassMutual’s home office is located at 1295 State Street, Springfield, Massachusetts 01111-0001.

THE SEPARATE ACCOUNT

The Company’s Board of Directors established the Separate Account (Massachusetts Mutual Variable Life Separate Account I) on July 13, 1988, as a separate investment account of MassMutual. It was established based on the laws of the Commonwealth of Massachusetts. It is registered with the Securities and Exchange Commission as a unit investment trust under the provisions of the Investment Company Act of 1940.

SERVICES

The Company holds title to the assets of the Separate Account. The Company maintains the records and accounts relating to the Separate Account, the VUL Guard^SM segment and its divisions.

ADDITIONAL INFORMATION ABOUT THE OPERATION OF THE POLICY AND THE REGISTRANT

Purchase of Shares in Underlying Investment Funds

Shares are purchased and redeemed at net asset value. Fund dividends and capital gain distributions are automatically reinvested, unless the Company, on behalf of the Separate Account, elects otherwise.

Because the underlying funds are also offered in variable annuity contracts, it is possible that conflicts could arise between the owners of variable life insurance policies and the owners of variable annuity contracts. If a conflict exists the fund’s board will notify the insurers and take appropriate action to eliminate the conflict. Additionally, if the insurer becomes aware of such conflicts, the insurer will work with the underlying fund’s board to resolve the conflict.

Guaranteed Death Benefit Measure

The guaranteed death benefit measure is a reference measure used to determine whether or not the GDB safety test is met on each monthly charge date. It will not determine the policy’s account value or its death benefit. It will, however, track deposits to and withdrawals from the non-loaned GPA, but may not equal the non-loaned GPA value.

The GDB measure is equal to:

• net premiums allocated to the GPA, plus

• amounts transferred into the non-loaned GPA from the Separate Account, minus

• amounts transferred or withdrawn from the non-loaned GPA, minus

• surrender charges deducted from the GPA, minus

• loans and loan interest attributed to the GPA, minus

• the total of all prior GDB monthly factors taken for this policy, plus

Statement of Additional Information

2

• repaid loans attributed to the GPA, plus

• interest credited to the GPA as a result of policy loans, plus

• interest on the above amounts credited at the GDBM interest rate.

The GDBM interest rate used will be the daily equivalent of the GDBM interest rate listed in the policy specifications.

Guaranteed Death Benefit Factors

The GDB factors are used only in determining the GDB measure; they do not impact the policy’s account value. The GDB factors reduce the GDB measure on each monthly charge date prior to the insured’s attained age 100, and on the date we receive premium needed to avoid termination. There are three GDB factors:

1. The GDB monthly face amount factor which is the policy’s face amount, divided by 1000, and multiplied by the GDB monthly face amount factor listed in the policy specifications.

2. The GDB monthly insurance factor and the GDBM risk are described in detail in the policy. Generally, the GDB monthly insurance factor is calculated by multiplying the GDBM risk by the applicable per-thousand monthly GDB factor. A table of GDB monthly insurance factors per-thousand of GDBM risk is included in the policy specifications.

If there are two or more tables of per-thousand GDB monthly insurance factors, the GDBM risk will be allocated to each table in proportion to the face amount allocated to that table relative to the policy’s total face amount.

3. Any applicable GDB rider factors which are described in any rider attached to your policy.

The GDB face amount factor, rider factor, and per-thousand monthly GDB factor are established when the policy or rider is issued and cannot be changed.

Annual Reports

Each year within the 30 days following the policy anniversary date, we will mail the policy owner a report showing the following policy information:

i. the account value at the beginning of the previous policy year,

ii. all premiums paid since that time,

iii. all additions to and deductions from the account value during the year, and

iv. the account value, death benefit, net surrender value and policy debt as of the last policy anniversary.

This report may contain additional information if required by any applicable law or regulation.

Incidental Benefits

Benefits Available by Rider

The following additional benefits are available by rider. You must qualify for the additional benefits and, in most cases, you must request them. The additional benefits are subject to the terms of both the rider and the policy. The cost of each rider is described in the prospectus. Riders for which we charge will also have a guaranteed death benefit factor associated with them that will be described in the rider. The guaranteed death benefit (“GDB”) factor is used in the calculation of the guarantee death benefit measure. If you choose to add a rider for which we charge, you may cancel it at any time upon written request.

Statement of Additional Information

3

The terms and conditions of the riders may vary from state to state and they are subject to state availability.

Accelerated Death Benefit Rider. This rider advances to the owner a portion of the policy death benefit, when we receive proof, satisfactory to us, that the insured is terminally ill and is not expected to live more than 12 months. In return for the advance payment, a lien is placed on the policy, equal to the amount of benefit accelerated. Interest is not charged on the lien.

An accelerated benefit will be paid when the following requirements are met: (1) we receive the owner’s written request for payment of an accelerated death benefit under the policy, (2) we receive the insured’s written authorization to release medical records to us, (3) we receive the written consent to this request of any assignee and any irrevocable beneficiary under the policy, and (4) we receive proof, satisfactory to us, that the insured has a terminal illness as defined in the rider.

The amount of the death benefit under the policy that can be considered for acceleration is determined as of the acceleration date. The acceleration date is the first date on which all the requirements for acceleration, except any confirming examination that we may require, have been met.

The amount eligible for acceleration under the rider (the “Eligible Amount”) is equal to the excess of:

• the base policy death benefit over the policy account value; and

• the amount payable under any term life insurance rider, as long as the rider provides level or increasing coverage for at least two years after the acceleration date. All other riders are excluded from the Eligible Amount.

The owner may accelerate any portion of the Eligible Amount subject to the following limitations:

• the minimum amount that may be accelerated is $25,000; and

• the maximum amount that may be accelerated is equal to the lesser of 75% of the Eligible Amount or $250,000 minus the total amount accelerated under all other policies issued by us or any of our affiliates.

The benefit payment under this rider will be reduced by:

• interest at the annual interest rate we have declared for policies in this class; and

• a fee of not more than $250.

After the accelerated benefit payment is made, this policy will remain in force and premiums and charges will continue in accordance with the policy provisions.

Benefits under the rider may be taxable. The owner should seek tax advice prior to requesting an accelerated death benefit payment.

The rider terminates on the date an accelerated benefit payment is made, or if the base policy terminates, or if the base policy matures, or the base policy is changed to a different policy on which the rider is not available, or two years before coverage under the policy is scheduled to terminate.

Where this rider is available, it is included automatically with the policy.

Additional Insurance Rider. The rider provides term insurance on the life of the insured. The rider face amount is added to the policy face amount in determining the amount of benefit under the death benefit option in effect under the policy. The minimum initial rider face amount is $50,000.

The rider face amount may be increased or decreased. An increase requires evidence of insurability, and the increase must equal at least $15,000. No increase in the rider face amount will be permitted after the rider anniversary date nearest the insured’s 90^th birthday. After the first rider year, the rider face amount may be decreased by the owner’s written request. No rider face amount decrease will be permitted within one year following the effective date of any rider face amount increase or policy face amount increase.

Statement of Additional Information

4

Coverage under this rider may be fully or partially converted until the insured’s rider attained age is 70. Conversion will be to a new flexible premium adjustable variable life insurance on the insured or to an increase in the base policy’s face amount. Evidence of insurability will not be required. If coverage is partially converted, the amount converted must meet the minimum requirements of the new insurance.

The rider terminates at rider attained age 100. It terminates earlier upon:

• the end of the grace period for an unpaid premium under the policy; or

• termination of the policy; or

• change of the policy to a different policy on which the rider is not available; or

• conversion of all rider coverage.

This rider may also be cancelled by written request.

The monthly insurance charge for this rider is a rate per $1,000 of rider insurance risk plus a rate per $1,000 of rider face amount. The rider also has a GDB rider factor and a rider premium expense factor associated with it. The GDB rider factor is taken from the GDB measure on each monthly charge date prior to the rider expiration. Each month while this rider is in force, the GDB Rider factor is the sum of the GDB Monthly Rider Face Amount factor and the GDB Monthly Rider Insurance factor. The GDB Monthly Rider Face Amount factor is equal to the Rider Face Amount divided by 1000 then multiplied by the Monthly Rider Face Amount factor shown in the policy specifications pages for this rider. The monthly insurance factors per 1,000 of GDB measure rider risk are shown in the Table of Guaranteed Death Benefit Monthly Rider Insurance Factors in the rider’s policy specifications pages. The monthly insurance factors for the initial rider face amount and for each rider face amount increase will be shown in separate tables. The rider premium expense factor is also shown in the rider’s policy specifications pages.

Disability Benefit Rider. This rider provides a disability benefit while the insured is totally disabled as defined in the rider. The rider provides the following monthly benefits if the insured becomes totally disabled:

• On specific monthly charge dates, we will credit an amount to the account value equal to the specified benefit amount shown on the policy specification page for this rider. This amount will be treated as a net premium.

• We also will waive the monthly charges due for this policy on specific monthly charge dates.

The benefits will be provided after the insured has been totally disabled for four months and all conditions of the rider have been met. The amount of rider benefit that is allocated to the GPA will also be reflected in the GDB measure.

The benefits under the rider end upon any of the following events:

• once the insured is no longer totally disabled,

• satisfactory proof of continued disability is not provided to us as required,

• the insured refuses or fails to have an examination we require,

• for the credit of a monthly specified amount, the day before the insured’s attained age 65, and

• for waiver of monthly charges, the day before the insured’s attained age becomes 65 if total disability began when the insured’s attained age was 60 or older.

The amount of rider benefit that is allocated to the GPA will also be reflected in the GDB measure. If any rider benefit is allocated to the GPA and is less than the GDB monthly rider factors applicable to any policy month, the policy’s GDB monthly factors will be added to the GDB measure on that monthly charge date.

Proof of claim must be received at our Administrative Office within one year after the notice of claim was given to us.

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There is a monthly charge for this rider based on both the specified benefit amount and the waiver of monthly charges. The charge rates are based on the attained age and gender of the insured and on the benefits provided. The rider also has a GDB rider factor and a rider premium expense factor associated with it. The GDB rider factor is taken from the GDB measure on each monthly charge date prior to the rider expiration. The monthly rider factor is the sum of GDB waiver factor and the GDB specified benefit factor. The monthly rider waiver factors, specified benefit factors, and the rider premium expense factor are shown in the rider’s policy specifications pages.

Guaranteed Insurability Rider. This rider provides the right to increase the face amount of the policy without evidence of insurability on certain option dates as defined in the rider. A written application is required, however, to elect an increase in the face amount. The completed application and any premium payment needed for the increase must be received at our Administrative Office by the end of the option period.

There are two types of option dates, regular and substitute, Regular option dates coincide with the policy anniversary nearest the insured’s 25th birthday and end with the policy anniversary nearest the insured’s 46th birthday. Substitute option dates occur 91 days after the insured’s marriage, the birth of an insured’s child or adoption of a child by the insured. In the event of multiple births, the maximum increase will be the benefit amount listed in the policy’s Schedule Page multiplied by the number of children born.

A substitute option date can be exercised only if there is a subsequent regular option date. When exercising a substitute option date, the subsequent regular option date cannot be exercised. Failure to exercise an option date does not impact your ability to exercise a future option.

The rider option amount is subject to a maximum limit of $125,000, or, if less, two times the face amount of the base policy on the effective date of an increase in the rider option amount.

The rider terminates:

• after the last option date as defined in the rider;

• following election of the last face amount increase that may be elected under the rider;

• if the policy is changed to another policy under which this rider is not available, or

• if the policy terminates.

There is a monthly charge for this rider. It is a rate per $1,000 of rider option amount. The rider also has a GDB rider factor and a rider premium expense factor associated with it. The GDB rider factor is taken from the GDB measure on each monthly charge date prior to the rider expiration. The monthly GDB rider factors per $1,000 of option amount are shown in the rider’s policy specifications pages. The rider premium expense factor is also shown in the rider’s policy specifications pages.

Other Insured Rider. This rider provides level term insurance on the life of the base policy insured or the insured’s spouse or child. The coverage for the insured under the rider is convertible for a limited amount of time.

While the policy insured is living and prior to the other insured’s attained age 70, the rider may be fully or partially converted to a flexible premium adjustable variable life policy offered at the time of conversion. The cost for the new policy will be based on the other insured’s attained age at the time of conversion. No evidence of insurability is required to convert the rider coverage.

If the insured under the rider is not the base policy insured, the rider may be converted upon the death of the insured (but only before attained age 70 of the other insured). Conversion upon the death of the base policy insured may be made at any time up to 90 days of the date we receive due proof of the base policy insured’s death.

If the other insured is the base policy insured, the rider continues past the insured’s age 100 without charge (for policies issued in New York, the rider will terminate when the insured attains age 100). If the other insured is

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not the base policy insured, the rider will terminate once the base policy insured attains age 100. If the other insured is older than the base policy insured, charges for the rider will cease once the other insured attains age 100 and the rider will terminate once the base insured attains age 100 (for policies issued in New York, the rider will terminate at the earlier of age 100 of the base insured or age 100 of the other insured).

The monthly charge for this rider is a rate per $1,000 of the rider face amount for the insured named in the rider. The rider also has a GDB rider factor and a rider premium expense factor associated with it. The GDB rider factor is taken from the GDB measure on each monthly charge date prior to the rider expiration. The monthly insurance factors per 1000 of GDB measure rider risk are shown in the Table of Guaranteed Death Benefit Monthly Rider Insurance Factors in the rider’s policy specifications pages. The rider premium expense factor is also shown in the rider’s policy specifications pages.

Substitute of Insured Rider. This rider allows you to substitute a new insured in place of the current insured under the policy without incurring surrender charges. A substitute of insured is allowed if the policy is in force, you have an insurable interest in the life of the substitute insured, the substitute insured must have been born on or before the policy date, and the age of the substitute insured on the policy date is within the issue age range allowed for this policy.

An application and evidence of insurability satisfactory to us is required for the substitute insured.

All monthly charges after the substitution of the insured will be based on the life and risk class of the substitute insured.

The rider terminates upon the current insured’s attained age 75, at the time of the exercise of the rider, if the policy is changed to a different policy under which the rider is not available, or if the policy terminates.

The rider is included automatically with the policy at no charge; however, before a substitution can become effective, we require payment of a $75 fee. The rider will not be added to a policy if the issue age of the base insured is older than attained age 74.

Substituting a new insured under the policy may have adverse tax consequences under the current federal tax law. Please consult your tax advisor.

Waiver of Monthly Charges Rider. Under this rider, we will waive the monthly charges due for the policy while the insured is totally disabled as defined in the rider.

The benefit will be provided once the insured has been totally disabled for four months and all the provisions of the rider have been met. The benefits will end when the insured is no longer totally disabled, satisfactory proof of continued total disability is not given to us as required, the insured refuses or fails to have an examination we require, or the day before the insured’s attained age 65 if the disability began when the insured was attained age 60 or older.

The amount of rider benefit that is allocated to the GPA will also be reflected in the GDB measure. If the rider benefit allocated to the GPA is less than the GDB monthly rider factors applicable to any policy month, the policy’s GDB monthly factors will be added to the GDB measure on that monthly charge date.

Proof of claim must be received at our Administrative Office within one year after the notice of claim was given to us.

There is a monthly charge for this rider. The waiver charge rate is based on the insured’s attained age and gender. The rider also has a GDB rider factor and a rider premium expense factor associated with it. The GDB rider factor is taken from the GDB measure on each monthly charge date prior to the rider expiration. The monthly rider factor is equal to the waiver factor for the insured’s attained age multiplied by the sum of the GDB monthly factors for the month, excluding the factor for this rider. The monthly rider factors and the rider premium expense factor are shown in the rider’s policy specifications pages.

Waiver of Specified Premium Rider. Under this rider we will credit the account value the greater of the monthly charges or a monthly specified premium amount designated by the policy owner at issue. The policy owner may select the monthly specified premium benefit amount, from 0 (zero) up to a maximum amount. When

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the specified premium benefit amount is credited to the account value, it is treated as net premium. In other words, it is not treated as a gross premium payment.

The amount of rider benefit that is allocated to the GPA will also be reflected in the GDB measure. If the rider benefit allocated to the GPA is less than the GDB monthly rider factors applicable to any policy month, the policy’s GDB monthly factors will be added to the GDB measure on that monthly charge date.

These benefits will be provided after the insured has been totally disabled for four months and all the provisions of the rider have been met. The benefits will end when:

• the insured is no longer totally disabled,

• satisfactory proof of continued total disability is not given to us as required,

• the insured refuses or fails to have an examination we require, or

• the day before the insured’s attained age becomes 65 if total disability began when the insured’s attained age was 60 or older.

If the disability began before the insured was attained age 60 and continues to attained age 65, the rider benefit after attained age 65 will be the monthly charges for this rider.

Proof of claim must be received at our Administrative Office within one year after the notice of claim was given to us.

There is a monthly charge for this rider. The waiver charge rate is based on the insured’s attained age and gender. The rider also has a GDB rider factor and a rider premium expense factor associated with it. The GDB rider factor is taken from the GDB measure on each monthly charge date prior to the rider expiration. Each month while the rider is in force:

• If the sum of the GDB monthly factors, excluding the factor for this rider, is greater than the specified monthly premium, then the GDB monthly rider factor is equal to the waiver factor for the insured’s attained age multiplied by the sum of the GDB monthly factor for the month, excluding the factor for this rider.

• If the sum of the GDB monthly factors, excluding the factor for this rider, is less than or equal to the specified monthly premium, then the GDB monthly rider factor is equal to the specified monthly premium for that month multiplied by the specified benefit factor for the insured’s attained age.

The waiver factors, specified benefit factors, and the rider premium expense factor are shown in the rider’s policy-specifications pages.

Death Benefit Payment Options

The table below provides additional information about the death benefit payment options listed in the prospectus. None of these benefits depend on the performance of the Separate Account or the Guaranteed Principal Account. Once payments have begun, only the specified amount and interest options may be changed.

Installments for a Specified Period	Equal monthly payments 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 based on the life of a named person. Payments will continue for the lifetime of that person. You can elect income with or without a minimum payment period. This benefit may be increased by the Alternate Life Income provision.

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Interest	We will hold any amount applied under this option. We will pay interest on the amount at an effective annual rate determined by us. This rate will not be less than 3%.
Installments of a Specified Amount	Fixed amount payments. The total amount paid during the first year must be at least 6% of the total amount applied. We will credit interest each month on the unpaid balance and add this interest to the unpaid balance. 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 less than the agreed fixed amount. The last payment will be for the balance only.
Life Income with Payments Guaranteed for Amount Applied	Equal monthly payments based on the life of a named person. We will make payments until the total amount paid equals the amount applied, whether the named person lives until all payments have been made or not. If the named person lives beyond the payments of the total amount applied, we will continue to make monthly payments as long as the named person lives. This benefit may be increased by the Alternate Life Income provision.
Joint Lifetime Income with Reduced Payments to Survivor	Monthly payments based on the lives of two named persons. We will make payments at the initial level while both are living, or for 10 years if longer. When one dies (but not before the 10 years has elapsed), we will reduce the payments by one-third. Payments 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.
Alternate Life Income	The named person(s) can 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 must 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.

UNDERWRITERS

MML Distributors, LLC (“MML Distributors”), 1295 State Street, Springfield, Massachusetts 01111-0001, is the principal underwriter of the policy. MML Distributors is registered with the SEC as a broker-dealer and is a member of the NASD. MML Distributors is a wholly owned subsidiary of the Depositor. MML Distributors receives compensation for its activities as the underwriter of the policy.

Pursuant to the Underwriting and Servicing Agreement, MML Distributors receives compensation for its activities as underwriter for the Separate Account. Compensation paid to and retained by MML Distributors in 2004 was $133,058. In 2005, the compensation was $72,566 and in 2006 it was $334,235.

MML Investors Services, Inc. ("MMLISI"), which is located at 1295 State Street, Springfield, Massachusetts 01111-0001, acts as a retail distributor for the policy pursuant to a services agreement with the Depositor. Under this agreement, MMLISI performs supervisory and other services related to distribution of the policy. In 2006, MMLISI received $2,557,679 as compensation for its services under this agreement.

The offering is on a continuous basis.

The compensation arrangements described in the paragraphs below may provide a registered representative with an incentive to sell this policy over other available policies whose issuers do not provide such compensation

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or which provide lower levels of compensation. You may want to take these compensation arrangements into account when evaluating any recommendations regarding this policy.

We intend to recoup a portion of the cash and non-cash compensation payments that we make through the assessment of certain charges described in the prospectus, including the contingent deferred sales charge. We may also use some of the 12b-1 distribution fee payments (if applicable) and other payments that we receive from certain funds to help us make these cash and non-cash payments.

Your representative typically receives a portion of the compensation that is payable to his Broker-Dealer, depending on the agreement between the representative and his firm. MassMutual is not involved in determining compensation paid to a registered representative of an unaffiliated Broker-Dealer. You may contact, as applicable, MMLISI, your Broker-Dealer or registered representative to find out more information about the compensation they may receive in connection with your purchase of a policy.

Commissions

We pay some commissions as a percentage of the premium paid in each year of coverage. The commissions distinguish between premiums paid up to the Target Premium and premiums paid in excess of the Target Premium. The Target Premium is based on the Issue Age, genders, and risk classification of the insured. We also pay commissions as a percentage of the average monthly account value in each Policy Year after the first Policy Year.

The maximum commission percentages we pay to MMLISI registered representatives and Broker-Dealers (including Wholesale Distributors who are Broker-Dealers) are:

First Year Commission	Commission in Years 2-10	Commission in Years 11+
50% of premium paid up to the Target Premium and 2% of premium paid in excess of the Target Premium	5% of premium paid up to the Target Premium and 2% of premium paid in excess of the Target Premium	2% of premium paid up to the Target Premium and 2% of premium paid in excess of the Target Premium

For Policy Years 2 and beyond, we also pay a commission of 0.15% of the average monthly account value during the year after the first Policy Year.

Commissions and other allowances will be paid through MMLISI and MML Distributors to agents and selling brokers for selling the policy, VUL Guard^SM. During January 1, 2004 through December 31, 2004, commissions, as defined in the prospectus, paid were $4,494,489. During January 1, 2005 through December 31, 2005, commissions, as defined in the prospectus, paid were $6,445,598. During January 1, 2006 through December 31, 2006, commissions, as defined in the prospectus, paid were $3,259,973.

Allowances/Overrides. MassMutual, through MML Distributors, pays expense reimbursement and other allowances in connection with the sale of the policies. The maximum allowance percentage we pay to Broker Dealers (who are not Wholesalers) is 96% of the first year commission.

Most MMLISI registered representatives are also MassMutual insurance agents, and as such, are eligible for certain cash and non-cash benefits from MassMutual. Cash compensation includes bonuses and allowances based on factors such as sales, productivity and persistency.

The maximum allowance percentage we pay to Wholesale Distributors is 98% of the first Policy Year commission. The maximum overrides we pay to Wholesale Distributors are as follows: We pay Wholesale Distributors 2% of premium paid up to the Target Premium in Policy Years 2-10, 0.67% of premium paid over the Target Premium in all Policy Years, and 0.01% of the average monthly account value during the year after the first Policy Year.

Progressive Compensation. MassMutual may pay Progressive Compensation to Wholesale Distributors for Services in the event that the Target Premium placed through the Wholesale Distributor equals or exceeds preset Target Premium projections in certain years. The Progressive Compensation payment schedule for Wholesale Distributors may vary for specific Wholesale Distributors.

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A Wholesale Distributor may qualify for a maximum of 15% of Target Premium in the first Policy Year if the Wholesale Distributor has typically produced more than $500,000 in Target Premium, which may be negotiated or eliminated. The maximum Progressive Compensation paid to a Wholesale Distributor in subsequent Policy Years is as follows: 8% of Target Premium in Policy Year 2, 6% of Target Premium during Policy Years 3-5 and 2% of Target Premium during Policy Years 6-10.

The Target Premium includes premium paid for other MassMutual individual life insurance products placed through the Wholesale Distributor including traditional whole life, term, and universal life insurance policies as well as variable life insurance policies.

ADDITIONAL INFORMATION ABOUT CHARGES

Sales Load

We deduct a premium expense charge from each premium payment you make. The deduction is taken before any premium is applied to the policy.

There is a charge if you fully surrender your policy. Generally, these charges will apply during:

• the first 19 years (14 years for policies issued in New York) of coverage, and

• the first 19 years (14 years for policies issued in New York) after each increase in selected face amount.

However, in no event will we deduct surrender charges after the insured’s attained age 99.

This surrender charge is also sometimes called a “deferred sales load”. The charge compensates us for expenses incurred in issuing the policy, and face amount increases, and for the recovery of acquisition costs.

The surrender charge is a charge against the account value of the policy. The deduction is taken from the Separate Account divisions and the guaranteed principal account (excluding debt) in proportion to the values in each on the effective date of the surrender or decrease in face amount.

We calculate surrender charges separately for the initial face amount and for each increase in the face amount. The surrender charge for the policy is the sum of the surrender charges for the initial face amount and all face amount increases.

Your policy’s surrender charges will be listed in your policy. The charge is based on:

• the policy’s face amount,

• the insured’s issue age, gender and risk classification, and

• the coverage year.

In no case, however, will the surrender charge ever exceed $55.99 per $1,000 of face amount.

Subject to product and state availability, an endorsement to your variable life insurance policy may be available. The endorsement allows the Company to waive surrender charges, under certain circumstances, if a policy owner wishes to exchange the policy for a qualifying non-variable life insurance policy offered by MassMutual or one of its subsidiaries. We have the right to modify, suspend, or terminate any replacement program at any time without prior notification.

For more information, please contact your registered representative or call our Administrative Office.

Underwriting Procedures

Before issuing a policy we will require evidence of insurability. This means that (1) you must complete an application and submit it to our Administrative Office, and (2) we will usually require that the insured have a medical examination. Acceptance is subject to completion of all underwriting requirements and our underwriting rules.

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Insurance charges will be determined on each policy anniversary based on our future expectations of such factors as mortality, expenses, interest, persistency and taxes. The insurance charge rate will not exceed those shown on the policy specifications pages, which are based on the 1980 Commissioners’ Standard Ordinary Mortality Table (1980 CSO), male or female (unisex rates may be required in some states), Nonsmoker or Smoker Table, age of the insured on their nearest birthday.

Special risk classes are used when mortality experience in excess of the standard risk classes is expected. These substandard risks will be charged a higher cost of insurance rate that will not exceed rates based on a multiple of 1980 CSO, male or female (unisex rates may be required in some situations), Nonsmoker or Smoker Table, and age of the insured on their nearest birthday plus any flat extra amount assessed. The multiple will be based on the insured’s substandard rating.

There are five non-rated classes: ultra preferred non-tobacco, select preferred non-tobacco; non-tobacco, select preferred tobacco, and tobacco.

Increases in Face Amount

A face amount increase is accomplished by issuing an additional insurance coverage segment. Each such segment has a distinct issue age and risk class. Each segment will also have a GDB insurance factor and a GDB face amount factor associated with it. The associated GDB factors will be taken from the GDB measure on the monthly charge dates.

It is possible for risk classes of prior segments to change in order to match the risk class of a new segment. In cases where the risk classes are different, the Company may change the risk class of prior segments if doing so will reduce the insurance charges associated with the prior segments. However, the Company will not change the risk classes of prior segments when the face amount increase coincides with a conversion of an existing term life insurance policy, unless evidence of insurability acceptable to us is provided. In addition, the Company will not change the risk classes of prior segments if doing so will increase the insurance charges associated with the prior segments. Changing the risk classes of prior segments may impact the maximum premium limits, MEC premiums and minimum death benefit under the Cash Value Accumulation Test.

If you increase the face amount, the insurance charge and face amount charge will increase. In addition, a separate surrender charge schedule will apply during the first 19 years (14 years for policies issued in New York) of the segment’s coverage. Additionally, the GDB insurance factor and the GDB face amount factor will increase.

Premium payments received once an increase in face amount becomes effective will be allocated to each segment of the face amount. The premium allocation will be made on a pro rata basis using the premium expense factor for each segment. If the account value (or the net surrender value if there is policy debt) is insufficient to continue the changed policy in force for three months at the new monthly charges and interest, we may require a payment sufficient to increase the account value to such amount.

PERFORMANCE DATA

From time to time, we may report historical performance for the divisions of the Separate Account available under this policy. The investment performance figures are calculated using the actual historical performance of the investment options for the periods shown in the report. When applicable, the performance will include periods before the policy was available for sale.

The performance returns in these reports will reflect deductions for management fees and all other operating expenses of the underlying investment funds and an annual deduction for the asset charge. The returns will not reflect any deductions from premiums, monthly charges assessed against the account value of the policies, policy surrender charges, or other policy charges, which, if deducted, would reduce the returns.

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From time to time, we may also report actual historical performance of the investment funds underlying each division of the Separate Account. These performance returns are determined by calculating what a $1 investment in the fund would have earned over the stated period of time.

These returns will reflect the fund operating expenses but they will not reflect the asset charge, any deductions from premiums, monthly charges assessed against the account value of the policies, policy surrender charges, or other policy charges. If these expenses and charges were deducted, the rates of return would be significantly lower.

The rates of return we report will not be illustrative of how actual investment performance will affect the benefits under the policy. Neither are they necessarily indicative of future performance. Actual rates may be higher or lower than those reported. You may, however, consider the rates of returns we report in assessing the competence and performance of the funds’ investment advisers.

We currently post investment performance reports for VUL Guard^SM on our Web site at www.massmutual.com. You can also request a copy of the most recent report from your personal financial representative or by calling our MassMutual Customer Service Center at 1-800-272-2216, Monday – Friday, 8 AM to 8 PM Eastern Time. Questions about the information in these reports should be directed to your personal financial representative.

We may also distribute sales literature comparing 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. These comparisons may show the percentage change in the net asset values of the funds or in the accumulation unit values. 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.

EXPERTS

The financial statements of Massachusetts Mutual Variable Life Separate Account I as of December 31, 2006 and for each of the years in the two-year period then ended, and the statutory financial statements of Massachusetts Mutual Life Insurance Company as of December 31, 2006 and 2005, and for each of the years in the three-year period ended December 31, 2006, included in this Statement of Additional Information, have been included herein in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The KPMG LLP audit report dated April 23, 2007 includes explanatory language that states that the Account has restated the financial highlights for 2005 and 2004 to reflect adjustments to the investment income ratio for certain divisions. In addition, the KPMG LLP audit report refers to other auditors whose report on the financial highlights of Massachusetts Mutual Variable Life Separate Account I, for each of the years in the two-year period ended December 31, 2003, dated February 23, 2005, expressed an unqualified opinion on those financial highlights. The KPMG LLP audit report dated February 23, 2007 includes explanatory language that states that the Company prepared the statutory financial statements using statutory accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance, which practices differ from U.S. generally accepted accounting principles. Accordingly, the KPMG LLP audit report states that the statutory financial statements are not presented fairly in conformity with U.S. generally accepted accounting principles and further states that those statements are presented fairly, in all material respects, in conformity with statutory accounting practices. In addition, the KPMG LLP audit report states that KPMG LLP performed an examination of the effectiveness of the Company’s internal control over financial reporting and expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting. The principal business address of KPMG LLP is One Financial Plaza, 755 Main Street, Hartford, Connecticut 06103.

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FINANCIAL STATEMENTS

The Registrant

Report of Independent Registered Public Accounting Firm

Statement of Assets and Liabilities as of December 31, 2006

Statements of Operations and Changes in Net Assets for the years ended December 31, 2006 and 2005

Notes to Financial Statements

The Depositor

Independent Auditors’ Report

Statutory Statements of Financial Position as of December 31, 2006 and 2005

Statutory Statements of Income for the years ended December 31, 2006, 2005, and 2004

Statutory Statements of Changes in Surplus for the years ended December 31, 2006, 2005, and 2004

Statutory Statements of Cash Flows for the years ended December 31, 2006, 2005, and 2004

Notes to Statutory Financial Statements

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Report of Independent Registered Public Accounting Firm

The Board of Directors of Massachusetts Mutual Life Insurance Company and Policy Owners of Massachusetts Mutual Variable Life Separate Account I:

We have audited the accompanying statement of assets and liabilities of Massachusetts Mutual Variable Life Separate Account I (comprised of the divisions listed in Note 3) (collectively, “the Account”) as of December 31, 2006, and the related statements of operations and changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the three-year period then ended. These financial statements and the financial highlights are the responsibility of the Account’s management. Our responsibility is to express an opinion on these financial statements and the financial highlights based on our audits. The financial highlights for each of the years in the two-year period ended December 31, 2003, were audited by other auditors whose report thereon dated February 23, 2005, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2006, by correspondence with the underlying mutual funds or their transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and the financial highlights referred to above present fairly, in all material respects, the financial position of Massachusetts Mutual Variable Life Separate Account I as of December 31, 2006, and the results of its operations and changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the three-year period then ended, in conformity with U.S. generally accepted accounting principles.

As discussed in note 2, in 2006, the Account has restated the financial highlights for 2005 and 2004 to reflect adjustments to the investment income ratios for certain divisions.

/s/    KPMG LLP

Boston, MA

April 23, 2007

F-1

Massachusetts Mutual Variable Life Separate Account I

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2006

	AIM V.I. Financial Services Division		AIM V.I. Global Health Care Division		AIM V.I. Technology Division		American Century VP Income & Growth Division		American Century VP International Division		American Century VP Value Division		American Funds® Asset Allocation Division		American Funds® Growth-Income Division		DWS Small Cap Index Division		Fidelity® VIP Contrafund® Division		Fidelity® VIP Contrafund® Division		Fidelity® VIP Growth Division
																			(Initial)		(Service)
ASSETS
Investments
Number of shares		32,744		58,818		118,647		2,932,016		145,631		1,247,011		493,063		357,011		389,635		1,264,109		197,614		5,045
Identified cost	$	484,588	$	1,133,725	$	1,402,585	$	19,269,606	$	1,100,633	$	9,962,385	$	7,945,479	$	13,237,170	$	4,841,873	$	31,391,055	$	5,078,479	$	151,200
Value	$	570,079	$	1,265,172	$	1,663,434	$	25,303,300	$	1,473,789	$	10,898,880	$	8,988,546	$	15,062,297	$	6,280,920	$	39,781,521	$	6,201,137	$	180,196
Dividends receivable		—		—		—		—		—		—		—		—		—		—		—		—
Receivable from Massachusetts Mutual Life Insurance Company		140		191		205		—		—		22,327		3,785		5,663		1,042		13,078		4,521		2,736
Total assets		570,219		1,265,363		1,663,639		25,303,300		1,473,789		10,921,207		8,992,331		15,067,960		6,281,962		39,794,599		6,205,658		182,932
LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company		—		—		—		162,163		25		—		—		—		—		—		—		—
NET ASSETS	$	570,219	$	1,265,363	$	1,663,639	$	25,141,137	$	1,473,764	$	10,921,207	$	8,992,331	$	15,067,960	$	6,281,962	$	39,794,599	$	6,205,658	$	182,932
Outstanding Units
Policy owners		356,251		889,467		2,602,604		19,690,845		1,545,230		6,286,660		5,841,324		9,187,725		3,909,521		24,515,709		3,986,892		266,378
UNIT VALUE
Variable Life Plus	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Variable Life Select		—		—		—		1.25		—		—		—		—		—		1.56		—		—
Survivorship Variable Universal Life		1.64		1.45		0.72		1.48		—		1.77		1.57		1.69		1.63		1.95		—		—
Survivorship Variable Universal Life II		1.64		1.45		0.72		1.17		—		1.77		1.57		1.69		1.58		1.41		—		—
Variable Universal Life		1.62		1.43		0.71		1.34		—		1.75		1.56		1.67		1.55		1.67		—		—
Variable Universal Life II (Note 1)
Tier 1		1.61		1.42		0.62		1.28		—		1.74		1.54		1.66		1.62		1.61		—		—
VUL GuardSM (Note 1)
Tier 1		1.62		1.44		1.55		1.70		—		1.76		1.56		1.67		1.99		1.86		—		—
Tier 2		1.37		1.32		1.15		1.45		—		1.50		1.40		1.40		1.47		1.55		—		—
Tier 3		1.36		1.31		1.15		1.44		—		1.49		1.39		1.39		1.46		1.54		—		—
Tier 4		1.37		1.31		1.15		1.44		—		1.50		1.39		1.39		1.47		1.54		—		—
Survivorship VUL GuardSM (Note 1)
Tier 1		1.31		1.23		1.33		1.34		—		1.35		1.32		1.32		1.44		1.47		—		—
Tier 2		1.31		1.23		1.33		1.34		—		1.35		1.32		1.33		1.44		1.47		—		—
Tier 3		1.31		1.24		1.34		1.34		—		1.35		1.33		1.33		1.45		1.47		—		—
Large Case Variable Life Plus		—		—		—		—		—		—		—		—		—		—		—		—
Strategic Variable Life®		—		—		—		1.14		—		2.04		—		—		—		—		—		—
Strategic Variable Life® Plus		—		—		—		1.12		0.95		2.00		—		—		—		—		1.60		0.69
Strategic Group Variable Universal Life®		—		—		—		1.28		—		1.67		—		—		—		—		1.54		—

See Notes to Financial Statements.

F-2

Massachusetts Mutual Variable Life Separate Account I

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2006

	Franklin Small Cap Value Securities Division		Goldman Sachs Capital Growth Division		Goldman Sachs Growth and Income Division		Goldman Sachs International Equity Division		Goldman Sachs Mid Cap Value Division		Goldman Sachs Structured U.S. Equity Division		Janus Aspen Balanced Division		Janus Aspen Balanced Division		Janus Aspen Forty Division		Janus Aspen Forty Division		Janus Aspen Worldwide Growth Division		Janus Aspen Worldwide Growth Division
													(Institutional)		(Service)		(Institutional)		(Service)		(Institutional)		(Service)
ASSETS
Investments
Number of shares		305,783		642,455		26,290		30,469		188,350		44,733		41,547		44,986		386,527		1,568		238,498		2,920
Identified cost	$	5,030,024	$	6,529,908	$	316,582	$	309,044	$	3,065,845	$	527,811	$	1,040,152	$	1,187,995	$	8,306,035	$	36,586	$	5,907,268	$	76,383
Value	$	5,745,660	$	7,439,631	$	365,695	$	441,492	$	3,030,553	$	656,230	$	1,158,748	$	1,296,941	$	11,657,648	$	46,890	$	7,744,041	$	94,049
Dividends receivable		—		—		—		—		—		—		—		—		—		—		—		—
Receivable from Massachusetts Mutual Life Insurance Company		3,936		1,016		—		1,330		—		—		51,551		—		4,693		—		—		—
Total assets		5,749,596		7,440,647		365,695		442,822		3,030,553		656,230		1,210,299		1,296,941		11,662,341		46,890		7,744,041		94,049
LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company		—		—		18		—		3,220		15		—		1,648		—		16		452		20
NET ASSETS	$	5,749,596	$	7,440,647	$	365,677	$	442,822	$	3,027,333	$	656,215	$	1,210,299	$	1,295,293	$	11,662,341	$	46,874	$	7,743,589	$	94,029
Outstanding Units
Policy owners		2,834,886		7,735,265		242,453		303,309		1,038,226		496,632		1,007,585		937,668		10,764,997		30,117		8,812,972		65,456
UNIT VALUE
Variable Life Plus	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Variable Life Select		—		—		—		—		—		—		—		—		—		—		—		—
Survivorship Variable Universal Life		2.08		1.03		—		—		—		—		—		1.41		—		—		—		—
Survivorship Variable Universal Life II		2.08		0.88		—		—		—		—		—		1.41		0.91		—		0.75		—
Variable Universal Life		2.06		0.86		—		—		—		—		—		1.39		0.89		—		0.73		—
Variable Universal Life II (Note 1)
Tier 1		2.04		0.97		—		—		—		—		—		1.38		1.20		—		0.98		—
VUL GuardSM (Note 1)
Tier 1		2.06		1.41		—		—		—		—		—		1.39		—		1.67		—		1.60
Tier 2		1.66		1.25		—		—		—		—		—		1.31		—		1.52		—		1.35
Tier 3		1.64		1.24		—		—		—		—		—		1.29		—		1.51		—		1.34
Tier 4		1.65		1.25		—		—		—		—		—		1.30		—		1.51		—		1.34
Survivorship VUL GuardSM (Note 1)
Tier 1		1.48		1.20		—		—		—		—		—		1.26		—		1.41		—		1.37
Tier 2		1.48		1.21		—		—		—		—		—		1.27		—		1.41		—		1.38
Tier 3		1.48		1.21		—		—		—		—		—		1.27		—		1.42		—		1.38
Large Case Variable Life Plus		—		—		—		—		—		—		—		—		—		—		—		—
Strategic Variable Life®		—		1.20		1.52		—		2.98		1.43		—		—		0.90		—		0.73		—
Strategic Variable Life® Plus		—		1.03		1.44		1.46		2.88		1.23		1.20		—		0.88		—		0.72		—
Strategic Group Variable Universal Life®		—		—		—		—		—		—		—		—		—		—		—		—

See Notes to Financial Statements.

F-3

Massachusetts Mutual Variable Life Separate Account I

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2006

	MFS® Emerging Growth Division		MFS® Investors Trust Division		MFS® New Discovery Division		MFS® Research Division		MML Blend Division		MML Emerging Growth Division		MML Enhanced Index Core Equity Division		MML Equity Division		MML Equity Index Division		MML Growth Equity Division		MML Inflation- Protected Bond Division		MML Large Cap Value Division
ASSETS
Investments
Number of shares		72,223		8,449		144,731		107,693		1,798,472		231,968		65,682		4,389,713		7,008,122		398,326		268,258		735,044
Identified cost	$	1,251,522	$	161,391	$	2,166,406	$	1,513,124	$	27,593,951	$	1,285,516	$	670,621	$	102,312,732	$	93,415,085	$	2,621,058	$	2,867,751	$	7,212,685
Value	$	1,490,684	$	183,249	$	2,521,218	$	1,942,777	$	30,908,106	$	1,458,749	$	711,995	$	114,244,213	$	122,221,649	$	2,939,343	$	2,755,008	$	9,411,064
Dividends receivable		—		—		—		—		—		—		—		—		—		—		—		—
Receivable from Massachusetts Mutual Life Insurance Company		59,791		13		—		2,921		—		235		—		60		30,823		477		4,869		7
Total assets		1,550,475		183,262		2,521,218		1,945,698		30,908,106		1,458,984		711,995		114,244,273		122,252,472		2,939,820		2,759,877		9,411,071
LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company		—		—		805		—		106		—		35		—		—		—		—		—
NET ASSETS	$	1,550,475	$	183,262	$	2,520,413	$	1,945,698	$	30,908,000	$	1,458,984	$	711,960	$	114,244,273	$	122,252,472	$	2,939,820	$	2,759,877	$	9,411,071
Outstanding Units
Policy owners		1,575,248		119,165		1,513,736		1,634,233		16,421,828		1,599,270		451,854		53,316,839		78,249,091		3,821,175		2,384,814		7,026,781
UNIT VALUE
Variable Life Plus	$	—	$	—	$	—	$	—	$	4.27	$	—	$	—	$	5.29	$	1.01	$	—	$	—	$	—
Variable Life Select		—		—		—		—		1.99		—		—		2.29		1.11		—		—		—
Survivorship Variable Universal Life		—		1.58		1.62		—		1.29		0.93		1.64		1.28		1.36		0.87		1.18		1.42
Survivorship Variable Universal Life II		—		1.58		1.62		—		1.24		0.93		1.64		1.27		1.04		0.65		1.18		1.42
Variable Universal Life		—		1.56		1.60		—		1.22		0.91		1.62		1.22		1.21		0.64		1.16		1.40
Variable Universal Life II (Note 1)
Tier 1		—		1.55		1.59		—		1.24		0.92		1.61		1.21		1.17		0.81		1.15		1.36
VUL GuardSM (Note 1)
Tier 1		—		1.57		1.61		—		1.43		1.68		1.62		1.71		1.61		1.27		1.12		1.73
Tier 2		—		1.40		1.23		—		1.30		1.18		1.41		1.47		1.39		1.12		1.08		1.46
Tier 3		—		1.39		1.22		—		1.29		1.17		1.40		1.46		1.38		1.11		1.07		1.45
Tier 4		—		1.39		1.23		—		1.29		1.17		1.40		1.46		1.38		1.12		1.08		1.45
Survivorship VUL GuardSM (Note 1)
Tier 1		—		1.34		1.42		—		1.24		1.30		1.34		1.35		1.32		1.13		1.03		1.35
Tier 2		—		1.35		1.43		—		1.24		1.31		1.34		1.36		1.32		1.13		1.04		1.35
Tier 3		—		1.35		1.43		—		1.24		1.31		1.35		1.36		1.32		1.13		1.04		1.35
Large Case Variable Life Plus		—		—		—		—		3.54		—		—		4.30		2.41		—		—		—
Strategic Variable Life®		1.15		—		2.01		1.26		2.05		0.59		—		2.38		1.95		0.60		—		—
Strategic Variable Life® Plus		0.99		—		1.80		1.13		1.21		0.58		—		1.20		1.16		0.59		—		1.25
Strategic Group Variable Universal Life®		0.96		—		1.67		1.09		—		—		—		1.07		1.55		0.81		—		—

See Notes to Financial Statements.

F-4

Massachusetts Mutual Variable Life Separate Account I

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2006

	MML Managed Bond Division		MML Money Market Division		MML OTC 100 Division		MML Small Cap Equity Division		MML Small Cap Growth Equity Division		MML Small Company Opportunities Division		Oppenheimer Balanced Division		Oppenheimer Capital Appreciation Division		Oppenheimer Core Bond Division		Oppenheimer Global Securities Division		Oppenheimer High Income Division		Oppenheimer International Growth Division
ASSETS
Investments
Number of shares		5,260,440		24,510,012		283,066		1,243,475		482,556		169,357		177,570		1,442,019		1,016,428		2,103,998		1,321,930		6,447,280
Identified cost	$	64,722,377	$	24,484,373	$	1,127,048	$	13,134,790	$	5,881,044	$	2,606,876	$	2,779,655	$	49,836,227	$	11,278,051	$	54,771,957	$	10,727,148	$	8,443,036
Value	$	63,550,229	$	24,484,962	$	1,263,300	$	12,547,112	$	7,757,070	$	2,657,870	$	3,141,219	$	59,742,841	$	11,343,339	$	77,406,072	$	11,302,499	$	12,314,306
Dividends receivable		—		96,667		—		—		—		—		—		—		—		—		—		—
Receivable from Massachusetts Mutual Life Insurance Company		72,721		4,336		219		2,341		3,503		4,419		6,187		23,612		2,231		15,212		16,182		65,867
Total assets		63,622,950		24,585,965		1,263,519		12,549,453		7,760,573		2,662,289		3,147,406		59,766,453		11,345,570		77,421,284		11,318,681		12,380,173
LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company		—		—		—		—		—		—		—		—		—		—		—		—
NET ASSETS	$	63,622,950	$	24,585,965	$	1,263,519	$	12,549,453	$	7,760,573	$	2,662,289	$	3,147,406	$	59,766,453	$	11,345,570	$	77,421,284	$	11,318,681	$	12,380,173
Outstanding Units
Policyowners		31,368,786		21,280,213		1,472,918		8,111,367		6,308,122		1,319,843		1,831,327		43,466,470		8,212,158		34,064,983		7,465,740		7,525,936
UNIT VALUE
Variable Life Plus	$	3.43	$	2.07	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1.45	$	—	$	—
Variable Life Select		1.86		1.42		—		1.66		—		—		—		2.94		—		3.95		—		—
Survivorship Variable Universal Life		1.53		1.28		0.94		1.47		1.40		2.07		—		1.49		1.33		2.60		1.45		1.57
Survivorship Variable Universal Life II		1.47		1.17		0.94		1.62		1.12		2.07		—		0.91		1.49		1.48		1.45		1.57
Variable Universal Life		1.44		1.21		0.92		1.77		1.10		2.05		—		1.32		1.46		2.48		1.42		1.54
Variable Universal Life II (Note 1)
Tier 1		1.28		1.08		0.87		1.45		1.35		2.03		—		0.98		1.32		1.61		1.39		1.44
VUL GuardSM (Note 1)
Tier 1		1.12		1.07		1.55		1.58		1.85		2.05		—		1.48		1.15		2.25		1.34		2.65
Tier 2		1.11		1.06		1.21		1.28		1.39		1.57		—		1.25		1.14		1.70		1.23		1.83
Tier 3		1.10		1.05		1.20		1.27		1.38		1.56		—		1.24		1.13		1.69		1.22		1.82
Tier 4		1.11		1.05		1.20		1.27		1.38		1.57		—		1.25		1.14		1.69		1.22		1.82
Survivorship VUL GuardSM (Note 1)
Tier 1		1.06		1.06		1.25		1.28		1.43		1.51		—		1.22		1.08		1.61		1.16		1.79
Tier 2		1.07		1.06		1.25		1.28		1.44		1.52		—		1.23		1.09		1.61		1.16		1.80
Tier 3		1.07		1.06		1.26		1.29		1.44		1.52		—		1.23		1.09		1.62		1.16		1.80
Large Case Variable Life Plus		3.01		1.81		—		—		—		—		—		—		—		3.90		2.17		—
Strategic Variable Life®		1.89		1.46		0.41		—		1.03		—		2.58		3.09		1.87		4.18		2.05		1.99
Strategic Variable Life® Plus		1.45		—		0.41		1.86		1.01		—		1.62		1.28		1.43		2.40		1.39		1.86
Strategic Group Variable Universal Life®		1.43		—		—		1.71		—		—		1.71		1.62		1.53		2.70		1.43		2.08

See Notes to Financial Statements.

F-5

Massachusetts Mutual Variable Life Separate Account I

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2006

	Oppenheimer Main Street Division		Oppenheimer Main Street Small Cap Division		Oppenheimer MidCap Division		Oppenheimer Money Division		Oppenheimer Strategic Bond Division		Panorama Growth Division		Panorama Total Return Division		T. Rowe Price Blue Chip Growth Division		T. Rowe Price Equity Income Division		T. Rowe Price Limited-Term Bond Division		T. Rowe Price Mid-Cap Growth Division		T. Rowe Price New America Growth Division		Templeton Foreign Securities Division
ASSETS
Investments
Number of shares		826,981		281,161		854,222		12,066,135		2,483,089		690,966		850,452		300,544		295,959		66,479		1,714,681		64,003		517,150
Identified cost	$	15,886,021	$	4,705,275	$	35,379,523	$	12,066,135	$	12,197,510	$	1,300,879	$	1,061,954	$	2,764,134	$	6,645,964	$	324,577	$	34,874,371	$	1,163,968	$	7,255,243
Value	$	20,492,598	$	5,384,241	$	43,437,188	$	12,066,135	$	13,061,046	$	1,540,855	$	1,267,173	$	3,161,724	$	7,351,611	$	325,080	$	40,946,588	$	1,377,345	$	9,681,044
Dividends receivable		—		—		—		22,744		—		—		—		—		—		1,143		—		—		—
Receivable from Massachusetts Mutual Life Insurance Company		—		12,589		12,300		69,807		3,925		717		139		7,680		1,424		5,224		3,797		1,873		6,713
Total assets		20,492,598		5,396,830		43,449,488		12,158,686		13,064,971		1,541,572		1,267,312		3,169,404		7,353,035		331,447		40,950,385		1,379,218		9,687,757
LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company		91		—		—		—		—		—		—		—		—		—		—		—		—
NET ASSETS	$	20,492,507	$	5,396,830	$	43,449,488	$	12,158,686	$	13,064,971	$	1,541,572	$	1,267,312	$	3,169,404	$	7,353,035	$	331,447	$	40,950,385	$	1,379,218	$	9,687,757
Outstanding Units
Policy owners		16,475,498		2,360,279		28,853,806		9,790,601		8,108,787		1,508,441		1,033,270		2,146,683		4,339,821		247,154		23,841,172		1,402,287		6,650,703
UNIT VALUE
Variable Life Plus	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1.45	$	—	$	—
Variable Life Select		—		—		2.29		—		2.11		—		—		—		—		—		1.83		—		—
Survivorship Variable Universal Life		1.29		—		1.32		—		1.64		—		—		1.51		1.73		—		2.14		—		1.54
Survivorship Variable Universal Life II		1.10		—		0.66		—		1.61		—		—		1.51		1.73		—		1.55		—		1.45
Variable Universal Life		1.08		—		1.32		—		1.62		—		—		1.50		1.71		—		2.02		—		1.42
Variable Universal Life II (Note 1)
Tier 1		1.22		—		1.07		—		1.51		—		—		1.48		1.70		—		1.51		—		1.45
VUL GuardSM (Note 1)
Tier 1		1.60		—		1.65		—		1.29		—		—		1.50		1.71		—		1.86		—		2.06
Tier 2		1.38		—		1.35		—		1.21		—		—		1.31		1.50		—		1.47		—		1.66
Tier 3		1.37		—		1.34		—		1.20		—		—		1.30		1.48		—		1.46		—		1.64
Tier 4		1.37		—		1.34		—		1.20		—		—		1.31		1.49		—		1.47		—		1.65
Survivorship VUL GuardSM (Note 1)
Tier 1		1.32		—		1.33		—		1.15		—		—		1.27		1.36		—		—		—		1.53
Tier 2		1.32		—		1.33		—		1.15		—		—		1.28		1.36		—		—		—		1.53
Tier 3		1.32		—		1.34		—		1.16		—		—		1.28		1.36		—		—		—		1.53
Large Case Variable Life Plus		—		—		2.51		—		—		—		—		—		—		—		—		—		—
Strategic Variable Life®		3.05		2.33		2.41		1.49		2.18		—		—		—		—		—		2.23		1.16		—
Strategic Variable Life® Plus		1.26		2.27		1.22		1.21		1.60		1.00		1.15		—		—		1.34		2.00		1.02		—
Strategic Group Variable Universal Life®		1.36		2.27		1.36		1.28		1.63		1.03		1.23		—		—		—		1.88		0.96		—

See Notes to Financial Statements.

F-6

Massachusetts Mutual Variable Life Separate Account I

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS

For The Year Ended December 31, 2006

	AIM V.I. Financial Services Division			AIM V.I. Global Health Care Division			AIM V.I. Technology Division			American Century VP Income & Growth Division			American Century VP International Division			American Century VP Value Division			American Funds® Asset Allocation Division			American Funds® Growth-Income Division			DWS Small Cap Index Division			Fidelity® VIP Contrafund® Division			Fidelity® VIP Contrafund® Division			Fidelity® VIP Growth Division			Franklin Small Cap Value Securities Division			Goldman Sachs Capital Growth Division
																													(Initial)			(Service)
Investment income
Dividends	$	8,329		$	—		$	—		$	380,347		$	15,196		$	112,088		$	181,574		$	214,074		$	35,859		$	467,320		$	64,603		$	429		$	28,522		$	9,160
Expenses
Mortality and expense risk fees		3,223			7,370			11,264			143,522			6,831			64,958			49,685			89,551			40,194			221,383			40,705			978			31,732			42,008
Net investment income (loss)		5,106			(7,370	)		(11,264	)		236,825			8,365			47,130			131,889			124,523			(4,335	)		245,937			23,898			(549	)		(3,210	)		(32,848	)
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments
Realized gain (loss) on sale of fund shares		5,656			9,365			67,232			377,650			9,410			35,548			91,752			170,511			326,910			736,847			263,717			2,802			88,763			247,354
Realized gain distribution		3,217			—			—			—			—			707,072			89,357			290,961			239,901			3,111,459			490,142			—			159,602			—
Realized gain (loss)		8,873			9,365			67,232			377,650			9,410			742,620			181,109			461,472			566,811			3,848,306			753,859			2,802			248,365			247,354
Change in net unrealized appreciation/depreciation of investments		54,867			45,090			78,806			2,825,081			244,803			814,042			607,845			1,123,965			325,116			(357,640	)		(191,132	)		7,734			397,795			239,964
Net gain (loss) on investments		63,740			54,455			146,038			3,202,731			254,213			1,556,662			788,954			1,585,437			891,927			3,490,666			562,727			10,536			646,160			487,318
Net increase (decrease) in net assets resulting from operations		68,846			47,085			134,774			3,439,556			262,578			1,603,792			920,843			1,709,960			887,592			3,736,603			586,625			9,987			642,950			454,470
Capital transactions:
Transfer of net premiums		127,407			412,134			418,467			4,362,630			348,437			2,752,985			2,332,710			4,853,899			1,215,672			7,616,718			780,440			17,033			1,817,205			1,533,146
Transfers due to death benefits		—			—			(2,928	)		(54,854	)		—			(24,254	)		(12,839	)		(19,551	)		(44	)		(50,241	)		—			—			(2,394	)		(702	)
Transfers due to withdrawal of funds		(12,699	)		(23,450	)		(70,164	)		(997,155	)		(1,844	)		(1,094,583	)		(344,496	)		(826,289	)		(416,000	)		(2,000,243	)		(330,276	)		(3,808	)		(192,075	)		(349,612	)
Transfers due to policy loans, net of repayments		—			—			—			(92,787	)		—			(1,506	)		—			—			—			(83,707	)		(37,783	)		(2,296	)		—			—
Transfers due to charges for administrative and insurance costs		(54,319	)		(130,966	)		(194,594	)		(1,729,737	)		(21,797	)		(545,108	)		(849,373	)		(1,682,742	)		(498,390	)		(3,340,397	)		(80,628	)		(3,161	)		(609,990	)		(546,571	)
Transfers between divisions and to/from Guaranteed Principal Account		84,457			117,982			(7,057	)		76,703			—			639,563			1,241,057			1,135,038			(45,138	)		2,370,859			99,970			8,246			722,090			1,470,992
Net increase (decrease) in net assets resulting from capital transactions		144,846			375,700			143,724			1,564,800			324,796			1,727,097			2,367,059			3,460,355			256,100			4,512,989			431,723			16,014			1,734,836			2,107,253
Total increase (decrease)		213,692			422,785			278,498			5,004,356			587,374			3,330,889			3,287,902			5,170,315			1,143,692			8,249,592			1,018,348			26,001			2,377,786			2,561,723
NET ASSETS, at beginning of the year		356,527			842,578			1,385,141			20,136,781			886,390			7,590,318			5,704,429			9,897,645			5,138,270			31,545,007			5,187,310			156,931			3,371,810			4,878,924
NET ASSETS, at end of the year	$	570,219		$	1,265,363		$	1,663,639		$	25,141,137		$	1,473,764		$	10,921,207		$	8,992,331		$	15,067,960		$	6,281,962		$	39,794,599		$	6,205,658		$	182,932		$	5,749,596		$	7,440,647

See Notes to Financial Statements.

F-7

Massachusetts Mutual Variable Life Separate Account I

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2006

	Goldman Sachs Growth and Income Division			Goldman Sachs International Equity Division			Goldman Sachs Mid Cap Value Division			Goldman Sachs Structured U.S. Equity Division			Janus Aspen Balanced Division			Janus Aspen Balanced Division			Janus Aspen Forty Division			Janus Aspen Forty Division			Janus Aspen Worldwide Growth Division			Janus Aspen Worldwide Growth Division			MFS® Emerging Growth Division			MFS® Investors Trust Division
													(Institutional)			(Service)			(Institutional)			(Service)			(Institutional)			(Service)
Investment income
Dividends	$	5,641		$	6,682		$	27,444		$	6,801		$	21,422		$	22,169		$	38,401		$	60		$	122,402		$	1,334		$	—		$	648
Expenses
Mortality and expense risk fees		1,045			2,253			11,951			2,865			5,746			7,303			69,633			302			45,516			565			10,104			1,118
Net investment income (loss)		4,596			4,429			15,493			3,936			15,676			14,866			(31,232	)		(242	)		76,886			769			(10,104	)		(470	)
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments
Realized gain (loss) on sale of fund shares		7,526			8,739			38,098			98,637			53,824			11,638			251,838			501			19,910			1,568			34,382			10,624
Realized gain distribution		13,556			—			302,341			—			—			—			—			—			—			—			—			—
Realized gain (loss)		21,082			8,739			340,439			98,637			53,824			11,638			251,838			501			19,910			1,568			34,382			10,624
Change in net unrealized appreciation/depreciation of investments		39,482			62,048			7,243			(27,091	)		31,332			72,605			667,173			3,352			1,044,537			11,148			74,026			7,527
Net gain (loss) on investments		60,564			70,787			347,682			71,546			85,156			84,243			919,011			3,853			1,064,447			12,716			108,408			18,151
Net increase (decrease) in net assets resulting from operations		65,160			75,216			363,175			75,482			100,832			99,109			887,779			3,611			1,141,333			13,485			98,304			17,681
Capital transactions:
Transfer of net premiums		21,798			18,176			325,272			68,672			213,745			413,516			2,021,424			6,352			1,425,777			8,060			139,050			68,495
Transfers due to death benefits		—			—			—			—			—			(1,586	)		(3,157	)		—			(10,419	)		—			(1,714	)		(9,259	)
Transfers due to withdrawal of funds		3			(16,159	)		(27,623	)		(111,899	)		(49,059	)		(22,008	)		(477,451	)		(102	)		(480,129	)		(92	)		(146,304	)		(10,951	)
Transfers due to policy loans, net of repayments		—			(3,184	)		(3,840	)		—			—			—			(3,008	)		—			(146	)		—			(4,376	)		—
Transfers due to charges for administrative and insurance costs		(5,769	)		(7,921	)		(98,455	)		(43,753	)		(15,700	)		(148,768	)		(900,523	)		(341	)		(609,278	)		(1,406	)		(22,201	)		(24,617	)
Transfers between divisions and to/from Guaranteed Principal Account		(23,880	)		32,746			71,110			(104,831	)		(68,459	)		187,465			56,013			1,350			(271,506	)		1,684			38,443			(8,577	)
Net increase (decrease) in net assets resulting from capital transactions		(7,848	)		23,658			266,464			(191,811	)		80,527			428,619			693,298			7,259			54,299			8,246			2,898			15,091
Total increase (decrease)		57,312			98,874			629,639			(116,329	)		181,359			527,728			1,581,077			10,870			1,195,632			21,731			101,202			32,772
NET ASSETS, at beginning of the year		308,365			343,948			2,397,694			772,544			1,028,940			767,565			10,081,264			36,004			6,547,957			72,298			1,449,273			150,490
NET ASSETS, at end of the year	$	365,677		$	442,822		$	3,027,333		$	656,215		$	1,210,299		$	1,295,293		$	11,662,341		$	46,874		$	7,743,589		$	94,029		$	1,550,475		$	183,262

See Notes to Financial Statements.

F-8

Massachusetts Mutual Variable Life Separate Account I

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2006

	MFS® New Discovery Division			MFS® Research Division			MML Blend Division			MML Emerging Growth Division			MML Enhanced Index Core Equity Division			MML Equity Division			MML Equity Index Division			MML Growth Equity Division			MML Inflation- Protected Bond Division			MML Large Cap Value Division			MML Managed Bond Division			MML Money Market Division
Investment income
Dividends	$	—		$	9,244		$	815,092		$	—		$	7,305		$	1,516,176		$	1,965,957		$	13,475		$	98,099		$	58,421		$	2,853,345		$	1,203,888
Expenses
Mortality and expense risk fees		14,949			8,539			154,329			9,891			4,533			507,530			601,474			18,830			16,805			58,381			280,050			174,650
Net investment income (loss)		(14,949	)		705			660,763			(9,891	)		2,772			1,008,646			1,364,483			(5,355	)		81,294			40			2,573,295			1,029,238
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments
Realized gain (loss) on sale of fund shares		142,142			12,872			(329,566	)		80,140			(3,184	)		(2,400,075	)		3,729,056			29,457			(8,744	)		198,237			(104,242	)		203
Realized gain distribution		36,860			—			—			—			23,051			7,542,894			—			—			—			—			—			—
Realized gain (loss)		179,002			12,872			(329,566	)		80,140			19,867			5,142,819			3,729,056			29,457			(8,744	)		198,237			(104,242	)		203
Change in net unrealized appreciation/depreciation of investments		103,412			162,980			2,878,154			(9,919	)		51,369			10,865,683			11,181,209			18,892			(65,040	)		886,979			(162,109	)		149
Net gain (loss) on investments		282,414			175,852			2,548,588			70,221			71,236			16,008,502			14,910,265			48,349			(73,784	)		1,085,216			(266,351	)		352
Net increase (decrease) in net assets resulting from operations		267,465			176,557			3,209,351			60,330			74,008			17,017,148			16,274,748			42,994			7,510			1,085,256			2,306,944			1,029,590
Capital transactions:
Transfer of net premiums		519,693			69,775			3,351,752			421,943			154,804			11,831,452			7,395,155			737,574			642,622			1,848,902			4,858,683			11,890,573
Transfers due to death benefits		(2,120	)		(1,924	)		(54,521	)		—			—			(115,827	)		(410,527	)		(158	)		(7,968	)		(5,225	)		(474,421	)		(7,582	)
Transfers due to withdrawal of funds		(271,003	)		(6,783	)		(1,521,485	)		(66,539	)		(9,512	)		(3,850,306	)		(3,835,213	)		(100,338	)		(126,680	)		(402,389	)		(1,365,465	)		(3,513,174	)
Transfers due to policy loans, net of repayments		39			(103	)		(135,242	)		—			—			(828,940	)		(31,596	)		(607	)		—			—			(76,011	)		(34,480	)
Transfers due to charges for administrative and insurance costs		(143,828	)		(16,584	)		(2,374,346	)		(174,044	)		(52,289	)		(6,827,292	)		(3,606,274	)		(291,973	)		(210,730	)		(744,689	)		(1,877,913	)		(3,363,737	)
Transfers between divisions and to/from Guaranteed Principal Account		158,778			(47,496	)		(798,328	)		(42,822	)		134,746			(1,198,026	)		(10,857,813	)		(20,926	)		121,896			23,902			13,707,271			(11,661,799	)
Net increase (decrease) in net assets resulting from capital transactions		261,559			(3,115	)		(1,532,170	)		138,538			227,749			(988,939	)		(11,346,268	)		323,572			419,140			720,501			14,772,144			(6,690,199	)
Total increase (decrease)		529,024			173,442			1,677,181			198,868			301,757			16,028,209			4,928,480			366,566			426,650			1,805,757			17,079,088			(5,660,609	)
NET ASSETS, at beginning of the year		1,991,389			1,772,256			29,230,819			1,260,116			410,203			98,216,064			117,323,992			2,573,254			2,333,227			7,605,314			46,543,862			30,246,574
NET ASSETS, at end of the year	$	2,520,413		$	1,945,698		$	30,908,000		$	1,458,984		$	711,960		$	114,244,273		$	122,252,472		$	2,939,820		$	2,759,877		$	9,411,071		$	63,622,950		$	24,585,965

See Notes to Financial Statements.

F-9

Massachusetts Mutual Variable Life Separate Account I

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2006

	MML OTC 100 Division			MML Small Cap Equity Division			MML Small Cap Growth Equity Division			MML Small Company Opportunities Division			Oppenheimer Balanced Division			Oppenheimer Capital Appreciation Division			Oppenheimer Core Bond Division			Oppenheimer Global Securities Division			Oppenheimer High Income Division			Oppenheimer International Growth Division			Oppenheimer Main Street Division
Investment income
Dividends	$	628		$	48,223		$	—		$	—		$	62,231		$	207,842		$	564,576		$	671,056		$	782,918		$	52,971		$	210,981
Expenses
Mortality and expense risk fees		8,794			79,425			46,984			13,685			21,279			350,871			75,036			404,694			66,130			65,715			128,255
Net investment income (loss)		(8,166	)		(31,202	)		(46,984	)		(13,685	)		40,952			(143,029	)		489,540			266,362			716,788			(12,744	)		82,726
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments
Realized gain (loss) on sale of fund shares		95,010			290,698			268,781			12,000			18,001			750,925			(28,263	)		1,933,628			71,803			403,764			442,211
Realized gain distribution		—			3,019,990			—			251,137			136,804			—			—			3,505,277			—			—			—
Realized gain (loss)		95,010			3,310,688			268,781			263,137			154,805			750,925			(28,263	)		5,438,905			71,803			403,764			442,211
Change in net unrealized appreciation/depreciation of investments		(15,838	)		(2,169,865	)		344,955			16,874			95,091			3,424,224			24,126			5,265,037			114,585			2,142,714			2,001,459
Net gain (loss) on investments		79,172			1,140,823			613,736			280,011			249,896			4,175,149			(4,137	)		10,703,942			186,388			2,546,478			2,443,670
Net increase (decrease) in net assets resulting from operations		71,006			1,109,621			566,752			266,326			290,848			4,032,120			485,403			10,970,304			903,176			2,533,734			2,526,396
Capital transactions:
Transfer of net premiums		316,774			2,110,229			1,682,152			840,629			260,242			9,889,883			1,822,765			10,070,205			1,614,570			2,267,595			3,783,071
Transfers due to death benefits		(2,485	)		(19,987	)		(6,773	)		(5,815	)		—			(115,191	)		(13,730	)		(108,251	)		(22,208	)		(715	)		(27,101	)
Transfers due to withdrawal of funds		(256,646	)		(655,995	)		(286,879	)		(32,423	)		(235,861	)		(4,080,666	)		(819,183	)		(3,623,660	)		(586,946	)		(491,036	)		(1,326,994	)
Transfers due to policy loans, net of repayments		—			(37,206	)		(160	)		—			(10,102	)		(178,868	)		(38,474	)		(337,254	)		(3,145	)		(64,901	)		(41,521	)
Transfers due to charges for administrative and insurance costs		(131,735	)		(938,003	)		(619,264	)		(278,194	)		(68,552	)		(4,254,743	)		(832,458	)		(4,659,447	)		(827,981	)		(718,580	)		(1,769,048	)
Transfers between divisions and to/from Guaranteed Principal Account		(3,672	)		(106,120	)		(460,673	)		592,246			43,956			(799,210	)		(58,860	)		2,990,977			(116,365	)		1,535,288			(402,496	)
Net increase (decrease) in net assets resulting from capital transactions		(77,764	)		352,918			308,403			1,116,443			(10,317	)		461,205			60,060			4,332,570			57,925			2,527,651			215,911
Total increase (decrease)		(6,758	)		1,462,539			875,155			1,382,769			280,531			4,493,325			545,463			15,302,874			961,101			5,061,385			2,742,307
NET ASSETS, at beginning of the year		1,270,277			11,086,914			6,885,418			1,279,520			2,866,875			55,273,128			10,800,107			62,118,410			10,357,580			7,318,788			17,750,200
NET ASSETS, at end of the year	$	1,263,519		$	12,549,453		$	7,760,573		$	2,662,289		$	3,147,406		$	59,766,453		$	11,345,570		$	77,421,284		$	11,318,681		$	12,380,173		$	20,492,507

See Notes to Financial Statements.

F-10

Massachusetts Mutual Variable Life Separate Account I

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2006

	Oppenheimer Main Street Small Cap Division			Oppenheimer MidCap Division			Oppenheimer Money Division			Oppenheimer Strategic Bond Division			Panorama Growth Division			Panorama Total Return Division			T. Rowe Price Blue Chip Growth Division			T. Rowe Price Equity Income Division			T. Rowe Price Limited-Term Bond Division			T. Rowe Price Mid-Cap Growth Division			T. Rowe Price New America Growth Division			Templeton Foreign Securities Division
Investment income
Dividends	$	6,831		$	—		$	577,420		$	474,449		$	15,508		$	25,988		$	8,874		$	95,152		$	11,112		$	—		$	631		$	100,540
Expenses
Mortality and expense risk fees		28,763			247,642			78,190			79,241			9,485			8,398			18,317			41,037			1,682			247,015			9,251			54,146
Net investment income (loss)		(21,932	)		(247,642	)		499,230			395,208			6,023			17,590			(9,443	)		54,115			9,430			(247,015	)		(8,620	)		46,394
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments
Realized gain (loss) on sale of fund shares		156,596			(584,842	)		—			141,323			893			3,849			36,688			76,126			(6,496	)		1,770,856			17,157			238,849
Realized gain distribution		134,839			—			477			—			—			—			—			186,832			—			5,065,921			17,668			—
Realized gain (loss)		291,435			(584,842	)		477			141,323			893			3,849			36,688			262,958			(6,496	)		6,836,777			34,825			238,849
Change in net unrealized appreciation/depreciation of investments		338,345			1,736,792			—			259,184			171,322			105,569			210,811			681,095			5,658			(4,241,713	)		63,353			1,178,033
Net gain (loss) on investments		629,780			1,151,950			477			400,507			172,215			109,418			247,499			944,053			(838	)		2,595,064			98,178			1,416,882
Net increase (decrease) in net assets resulting from operations		607,848			904,308			479,707			795,715			178,238			127,008			238,056			998,168			8,592			2,348,049			89,558			1,463,276
Capital transactions:
Transfer of net premiums		602,207			6,443,083			1,483,577			2,772,971			99,251			287,572			1,005,500			2,297,759			27,207			5,153,540			164,966			1,669,403
Transfers due to death benefits		(25,718	)		(76,893	)		—			(17,033	)		—			(472	)		(934	)		(3,748	)		—			(71,748	)		—			(10,863	)
Transfers due to withdrawal of funds		(113,503	)		(2,854,739	)		(797,331	)		(680,891	)		(25,998	)		(51,832	)		(60,121	)		(432,643	)		(110,778	)		(2,509,370	)		(99,450	)		(378,969	)
Transfers due to policy loans, net of repayments		(38,245	)		(185,852	)		(22,015	)		(56,315	)		(1,112	)		(355	)		—			—			—			(237,674	)		(4,994	)		—
Transfers due to charges for administrative and insurance costs		(69,677	)		(2,976,989	)		(252,406	)		(1,114,866	)		(28,883	)		(22,691	)		(326,143	)		(725,571	)		(10,555	)		(2,771,157	)		(17,521	)		(680,195	)
Transfers between divisions and to/from Guaranteed Principal Account		63,384			(970,559	)		(24,831	)		728,424			14,186			(48,773	)		152,942			583,132			9,914			(364,779	)		8,804			1,575,831
Net increase (decrease) in net assets resulting from capital transactions		418,448			(621,949	)		386,994			1,632,290			57,444			163,449			771,244			1,718,929			(84,212	)		(801,188	)		51,805			2,175,207
Total increase (decrease)		1,026,296			282,359			866,701			2,428,005			235,682			290,457			1,009,300			2,717,097			(75,620	)		1,546,861			141,363			3,638,483
NET ASSETS, at beginning of the year		4,370,534			43,167,129			11,291,985			10,636,966			1,305,890			976,855			2,160,104			4,635,938			407,067			39,403,524			1,237,855			6,049,274
NET ASSETS, at end of the year	$	5,396,830		$	43,449,488		$	12,158,686		$	13,064,971		$	1,541,572		$	1,267,312		$	3,169,404		$	7,353,035		$	331,447		$	40,950,385		$	1,379,218		$	9,687,757

See Notes to Financial Statements.

F-11

Massachusetts Mutual Variable Life Separate Account I

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS

For The Year Ended December 31, 2005

	AIM V.I. Financial Services Division			AIM V.I. Global Health Care Division			AIM V.I. Technology Division			American Century VP Income & Growth Division			American Century VP International Division			American Century VP Value Division			American Funds® Asset Allocation Division			American Funds® Growth-Income Division			Fidelity® VIP Contrafund® Division			Fidelity® VIP Contrafund® Division			Fidelity® VIP Growth Division			Franklin Small Cap Value Securities Division			Goldman Sachs Capital Growth Division
																									(Initial)			(Service)
Investment income
Dividends	$	4,682		$	-		$	-		$	364,347		$	5,232		$	44,182		$	113,727		$	119,485		$	70,923		$	7,776		$	508		$	17,639		$	7,173
Expenses
Mortality and expense risk fees		2,121			4,716			8,792			122,290			3,622			41,760			31,172			55,610			163,603			30,549			840			16,276			28,597
Net investment income (loss)		2,561			(4,716	)		(8,792	)		242,057			1,610			2,422			82,555			63,875			(92,680	)		(22,773	)		(332	)		1,363			(21,424	)
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments
Realized gain (loss) on sale of fund shares		859			5,065			34,844			374,562			4,101			278,188			39,554			96,295			399,798			30,333			2,233			73,981			80,328
Realized gain distribution		-			-			-			-			-			511,201			-			30,363			4,433			707			-			14,268			-
Realized gain (loss)		859			5,065			34,844			374,562			4,101			789,389			39,554			126,658			404,231			31,040			2,233			88,249			80,328
Change in net unrealized appreciation/depreciation of investments		16,884			57,683			5,771			116,246			107,105			(478,712	)		277,015			271,223			3,882,777			675,331			5,458			126,319			70,601
Net gain (loss) on investments		17,743			62,748			40,615			490,808			111,206			310,677			316,569			397,881			4,287,008			706,371			7,691			214,568			150,929
Net increase (decrease) in net assets resulting from operations		20,304			58,032			31,823			732,865			112,816			313,099			399,124			461,756			4,194,328			683,598			7,359			215,931			129,505
Capital transactions:
Transfer of net premiums		99,958			298,651			442,847			4,410,644			349,266			2,674,965			1,875,403			3,833,656			6,097,088			951,346			20,435			1,391,321			1,088,345
Transfers due to death benefits		-			-			(3,115	)		(9,222	)		-			-			-			(6,857	)		(35,340	)		(3,110	)		-			(163	)		(5,252	)
Transfers due to withdrawal of funds		(1,575	)		(10,220	)		(61,850	)		(911,730	)		(4,665	)		(193,676	)		(292,006	)		(416,477	)		(1,200,433	)		(189,434	)		(6,896	)		(40,959	)		(137,768	)
Transfers due to policy loans, net of repayments		-			-			-			(6,241	)		-			(41,990	)		-			-			(23,474	)		13,496			-			-			-
Transfers due to charges for administrative and insurance costs		(35,748	)		(87,959	)		(179,779	)		(1,893,573	)		(14,094	)		(396,554	)		(592,963	)		(1,226,426	)		(2,937,029	)		(64,057	)		(3,207	)		(379,548	)		(508,536	)
Transfers between divisions and to/from Guaranteed Principal Account		25,733			49,886			46,940			514,492			330,532			1,991,658			919,550			1,471,484			2,296,664			358,234			-			850,267			134,145
Net increase (decrease) in net assets resulting from capital transactions		88,368			250,358			245,043			2,104,370			661,039			4,034,403			1,909,984			3,655,380			4,197,476			1,066,475			10,332			1,820,918			570,934
Total increase (decrease)		108,672			308,390			276,866			2,837,235			773,855			4,347,502			2,309,108			4,117,136			8,391,804			1,750,073			17,691			2,036,849			700,439
NET ASSETS, at beginning of the year		247,855			534,188			1,108,275			17,299,546			112,535			3,242,816			3,395,321			5,780,509			23,153,203			3,437,237			139,240			1,334,961			4,178,485
NET ASSETS, at end of the year	$	356,527		$	842,578		$	1,385,141		$	20,136,781		$	886,390		$	7,590,318		$	5,704,429		$	9,897,645		$	31,545,007		$	5,187,310		$	156,931		$	3,371,810		$	4,878,924

See Notes to Financial Statements.

F-12

Massachusetts Mutual Variable Life Separate Account I

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2005

	Goldman Sachs CORESM U.S. Equity Division			Goldman Sachs Growth and Income Division			Goldman Sachs International Equity Division			Goldman Sachs Mid Cap Value Division			Janus Aspen Balanced Division			Janus Aspen Balanced Division			Janus Aspen Forty Division			Janus Aspen Forty Division			Janus Aspen Worldwide Growth Division			Janus Aspen Worldwide Growth Division			MFS® Emerging Growth Division			MFS® Investors Trust Division
													(Institutional)			(Service)			(Institutional)			(Service)			(Institutional)			(Service)
Investment income
Dividends	$	5,754		$	5,074		$	1,018		$	11,941		$	18,833		$	12,314		$	20,119		$	3		$	82,838		$	818		$	-		$	670
Expenses
Mortality and expense risk fees		3,306			1,645			5,063			8,005			4,567			3,525			59,462			224			38,549			441			9,310			933
Net investment income (loss)		2,448			3,429			(4,045	)		3,936			14,266			8,789			(39,343	)		(221	)		44,289			377			(9,310	)		(263	)
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments
Realized gain (loss) on sale of fund shares		3,194			6,392			749,123			191,449			23,960			8,809			195,718			96			(76,098	)		742			35,301			2,052
Realized gain distribution		-			-			-			200,287			-			-			-			-			-			-			-			-
Realized gain (loss)		3,194			6,392			749,123			391,736			23,960			8,809			195,718			96			(76,098	)		742			35,301			2,052
Change in net unrealized appreciation/depreciation of investments		35,918			(17,855	)		(624,831	)		(213,596	)		21,661			23,219			881,831			3,760			357,799			2,388			83,261			7,453
Net gain (loss) on investments		39,112			(11,463	)		124,292			178,140			45,621			32,028			1,077,549			3,856			281,701			3,130			118,562			9,505
Net increase (decrease) in net assets resulting from operations		41,560			(8,034	)		120,247			182,076			59,887			40,817			1,038,206			3,635			325,990			3,507			109,252			9,242
Capital transactions:
Transfer of net premiums		77,585			22,430			21,789			305,689			264,169			342,998			1,907,572			5,492			1,450,500			16,614			182,753			72,451
Transfers due to death benefits		-			-			-			-			-			(482	)		(1,845	)		-			(5,244	)		-			(10,922	)		-
Transfers due to withdrawal of funds		(147	)		(2,455	)		(2,743,611	)		(81,810	)		(45,787	)		(9,912	)		(407,050	)		(3	)		(331,509	)		(158	)		(27,307	)		(775	)
Transfers due to policy loans, net of repayments		-			-			-			(175	)		-			-			(297	)		-			(137	)		-			(64	)		-
Transfers due to charges for administrative and insurance costs		(45,426	)		(7,915	)		(16,713	)		(83,462	)		(11,277	)		(103,683	)		(986,972	)		(102	)		(688,874	)		(1,035	)		(26,930	)		(23,401	)
Transfers between divisions and to/from Guaranteed Principal Account		(76,506	)		(96,583	)		18,313			675,127			98,151			157,203			209,077			198			146,758			4,921			(409,980	)		12,774
Net increase (decrease) in net assets resulting from capital transactions		(44,494	)		(84,523	)		(2,720,222	)		815,369			305,256			386,124			720,485			5,585			571,494			20,342			(292,450	)		61,049
Total increase (decrease)		(2,934	)		(92,557	)		(2,599,975	)		997,445			365,143			426,941			1,758,691			9,220			897,484			23,849			(183,198	)		70,291
NET ASSETS, at beginning of the year		775,478			400,922			2,943,923			1,400,249			663,797			340,624			8,322,573			26,784			5,650,473			48,449			1,632,471			80,199
NET ASSETS, at end of the year	$	772,544		$	308,365		$	343,948		$	2,397,694		$	1,028,940		$	767,565		$	10,081,264		$	36,004		$	6,547,957		$	72,298		$	1,449,273		$	150,490

See Notes to Financial Statements.

F-13

Massachusetts Mutual Variable Life Separate Account I

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2005

	MFS® New Discovery Division			MFS® Research Division			MML Blend Division			MML Emerging Growth Division			MML Enhanced Index Core Equity Division			MML Equity Division			MML Equity Index Division			MML Growth Equity Division			MML Inflation- Protected Bond Division			MML Large Cap Value Division			MML Managed Bond Division			MML Money Market Division
Investment income
Dividends	$	-		$	7,796		$	783,760		$	-		$	4,906		$	1,861,850		$	1,839,654		$	11,147		$	99,620		$	45,805		$	2,190,738		$	714,069
Expenses
Mortality and expense risk fees		12,717			7,631			145,546			8,087			1,490			464,215			588,003			16,493			12,959			43,359			229,093			169,571
Net investment income (loss)		(12,717	)		165			638,214			(8,087	)		3,416			1,397,635			1,251,651			(5,346	)		86,661			2,446			1,961,645			544,498
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments
Realized gain (loss) on sale of fund shares		21,279			7,177			(609,175	)		58,833			2,181			(4,490,881	)		1,644,543			208			1,440			99,778			(36,530	)		116
Realized gain distribution		-			-			-			-			19,815			-			-			-			217			-			-			-
Realized gain (loss)		21,279			7,177			(609,175	)		58,833			21,996			(4,490,881	)		1,644,543			208			1,657			99,778			(36,530	)		116
Change in net unrealized appreciation/depreciation of investments		108,812			113,261			1,143,048			(40,586	)		(16,375	)		5,632,077			1,515,437			83,744			(68,869	)		427,726			(1,129,826	)		332
Net gain (loss) on investments		130,091			120,438			533,873			18,247			5,621			1,141,196			3,159,980			83,952			(67,212	)		527,504			(1,166,356	)		448
Net increase (decrease) in net assets resulting from operations		117,374			120,603			1,172,087			10,160			9,037			2,538,831			4,411,631			78,606			19,449			529,950			795,289			544,946
Capital transactions:
Transfer of net premiums		456,005			80,728			3,822,607			430,527			287,981			13,870,698			7,280,538			768,952			501,225			1,980,322			5,257,743			19,141,253
Transfers due to death benefits		-			(31,942	)		(29,099	)		(1,891	)		-			(55,911	)		(367,497	)		(226	)		(847	)		(3,695	)		(286,340	)		(3,556	)
Transfers due to withdrawal of funds		(127,025	)		(8,507	)		(1,906,707	)		(35,297	)		(1,347	)		(4,099,907	)		(14,394,102	)		(105,108	)		(70,684	)		(343,097	)		(8,794,515	)		(5,040,404	)
Transfers due to policy loans, net of repayments		26,036			(490	)		(159,483	)		-			-			(799,509	)		(16,388	)		(885	)		-			-			(49,563	)		(18,472	)
Transfers due to charges for administrative and insurance costs		(102,166	)		(15,401	)		(2,490,011	)		(161,481	)		(27,495	)		(7,196,307	)		(3,796,260	)		(324,427	)		(168,840	)		(713,498	)		(1,956,939	)		(4,148,982	)
Transfers between divisions and to/from Guaranteed Principal Account		(90,699	)		(4,614	)		(43,499	)		(60,814	)		26,562			(541,611	)		1,401,186			(67,340	)		425,261			929,395			2,842,925			(3,803,311	)
Net increase (decrease) in net assets resulting from capital transactions		162,151			19,774			(806,192	)		171,044			285,701			1,177,453			(9,892,523	)		270,966			686,115			1,849,427			(2,986,689	)		6,126,528
Total increase (decrease)		279,525			140,377			365,895			181,204			294,738			3,716,284			(5,480,892	)		349,572			705,564			2,379,377			(2,191,400	)		6,671,474
NET ASSETS, at beginning of the year		1,711,864			1,631,879			28,864,924			1,078,912			115,465			94,499,780			122,804,884			2,223,682			1,627,663			5,225,937			48,735,262			23,575,100
NET ASSETS, at end of the year	$	1,991,389		$	1,772,256		$	29,230,819		$	1,260,116		$	410,203		$	98,216,064		$	117,323,992		$	2,573,254		$	2,333,227		$	7,605,314		$	46,543,862		$	30,246,574

See Notes to Financial Statements.

F-14

Massachusetts Mutual Variable Life Separate Account I

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2005

	MML OTC 100 Division			MML Small Cap Equity Division			MML Small Cap Growth Equity Division			MML Small Company Opportunities Division			Oppenheimer Aggressive Growth Division			Oppenheimer Balanced Division			Oppenheimer Capital Appreciation Division			Oppenheimer Core Bond Division			Oppenheimer Global Securities Division			Oppenheimer High Income Division			Oppenheimer International Growth Division			Oppenheimer Main Street Division
Investment income
Dividends	$	581		$	28,615		$	-		$	-		$	-		$	46,195		$	469,521		$	463,227		$	541,901		$	697,417		$	47,806		$	212,178
Expenses
Mortality and expense risk fees		7,644			71,014			33,269			7,041			215,794			19,580			315,698			65,485			315,911			65,308			43,528			109,336
Net investment income (loss)		(7,063	)		(42,399	)		(33,269	)		(7,041	)		(215,794	)		26,615			153,823			397,742			225,990			632,109			4,278			102,842
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments
Realized gain (loss) on sale of fund shares		75,406			253,482			97,980			8,226			(345,863	)		42,578			(523,603	)		51,806			1,628,855			23,190			55,963			248,891
Realized gain distribution		-			532,465			-			132,046			-			94,375			-			-			-			-			-			-
Realized gain (loss)		75,406			785,947			97,980			140,272			(345,863	)		136,953			(523,603	)		51,806			1,628,855			23,190			55,963			248,891
Change in net unrealized appreciation/depreciation of investments		(39,556	)		(800,944	)		497,956			(11,932	)		5,023,831			(77,871	)		2,794,160			(281,773	)		5,690,582			(443,428	)		788,119			507,979
Net gain (loss) on investments		35,850			(14,997	)		595,936			128,340			4,677,968			59,082			2,270,557			(229,967	)		7,319,437			(420,238	)		844,082			756,870
Net increase (decrease) in net assets resulting from operations		28,787			(57,396	)		562,667			121,299			4,462,174			85,697			2,424,380			167,775			7,545,427			211,871			848,360			859,712
Capital transactions:
Transfer of net premiums		336,362			2,305,877			1,551,815			543,000			6,791,375			477,953			10,991,056			2,058,113			9,784,987			1,898,356			1,416,732			4,047,825
Transfers due to death benefits		-			(7,549	)		(1,809	)		(4,856	)		(68,639	)		-			(39,117	)		(1,424	)		(159,708	)		(49,542	)		(11,799	)		(8,398	)
Transfers due to withdrawal of funds		(67,415	)		(412,761	)		(193,320	)		(15,525	)		(1,767,513	)		(151,797	)		(3,696,049	)		(534,687	)		(3,724,395	)		(345,117	)		(257,200	)		(1,178,791	)
Transfers due to policy loans, net of repayments		-			(28,269	)		(161	)		-			(259,229	)		(1,108	)		(126,639	)		(1,138	)		(165,798	)		(453	)		(4,557	)		4,407
Transfers due to charges for administrative and insurance costs		(140,312	)		(1,010,667	)		(563,285	)		(163,578	)		(3,114,212	)		(66,033	)		(4,647,780	)		(867,705	)		(4,328,567	)		(849,119	)		(528,821	)		(1,895,899	)
Transfers between divisions and to/from Guaranteed Principal Account		182,174			(27,793	)		1,432,986			100,275			87,625			(161,059	)		(200,447	)		1,114,006			773,842			(1,481,443	)		664,053			143,164
Net increase (decrease) in net assets resulting from capital transactions		310,809			818,838			2,226,226			459,316			1,669,407			97,956			2,281,024			1,767,165			2,180,361			(827,318	)		1,278,408			1,112,308
Total increase (decrease)		339,596			761,442			2,788,893			580,615			6,131,581			183,653			4,705,404			1,934,940			9,725,788			(615,447	)		2,126,768			1,972,020
NET ASSETS, at beginning of the year		930,681			10,325,472			4,096,525			698,905			37,035,548			2,683,222			50,567,724			8,865,167			52,392,622			10,973,027			5,192,020			15,778,180
NET ASSETS, at end of the year	$	1,270,277		$	11,086,914		$	6,885,418		$	1,279,520		$	43,167,129		$	2,866,875		$	55,273,128		$	10,800,107		$	62,118,410		$	10,357,580		$	7,318,788		$	17,750,200

See Notes to Financial Statements.

F-15

Massachusetts Mutual Variable Life Separate Account I

STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2005

	Oppenheimer Main Street® Small Cap Division			Oppenheimer Money Division			Oppenheimer Strategic Bond Division			Panorama Growth Division			Panorama Total Return Division			Scudder VIT Small Cap Index Division			T. Rowe Price Blue Chip Growth Division			T. Rowe Price Equity Income Division			T. Rowe Price Limited-Term Bond Division			T. Rowe Price Mid-Cap Growth Division			T. Rowe Price New America Growth Division			Templeton Foreign Securities Division
Investment income
Dividends	$	-		$	456,083		$	408,968		$	17,991		$	26,457		$	27,936		$	2,182		$	55,184		$	11,256		$	-		$	-		$	60,177
Expenses
Mortality and expense risk fees		21,710			107,561			64,162			8,282			7,317			32,209			10,831			22,294			1,887			213,590			7,545			34,642
Net investment income (loss)		(21,710	)		348,522			344,806			9,709			19,140			(4,273	)		(8,649	)		32,890			9,369			(213,590	)		(7,545	)		25,535
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments
Realized gain (loss) on sale of fund shares		509,547			-			156,380			(36,431	)		(47,502	)		167,944			12,883			40,144			(4,263	)		996,988			(67,006	)		71,832
Realized gain distribution		97,819			-			-			-			-			119,814			-			196,415			-			2,139,973			-			-
Realized gain (loss)		607,366			-			156,380			(36,431	)		(47,502	)		287,758			12,883			236,559			(4,263	)		3,136,961			(67,006	)		71,832
Change in net unrealized appreciation/depreciation of investments		(287,543	)		-			(299,332	)		85,880			61,409			(89,975	)		107,222			(130,271	)		(953	)		1,871,250			132,085			409,921
Net gain (loss) on investments		319,823			-			(142,952	)		49,449			13,907			197,783			120,105			106,288			(5,216	)		5,008,211			65,079			481,753
Net increase (decrease) in net assets resulting from operations		298,113			348,522			201,854			59,158			33,047			193,510			111,456			139,178			4,153			4,794,621			57,534			507,288
Capital transactions:
Transfer of net premiums		519,400			2,412,639			2,859,134			108,667			84,156			1,125,435			809,063			1,715,292			34,584			5,752,232			297,699			1,385,697
Transfers due to death benefits		-			-			(3,350	)		-			(2,678	)		(7,012	)		(270	)		-			-			(59,449	)		-			(9,076	)
Transfers due to withdrawal of funds		(234,999	)		(953,899	)		(459,969	)		(159,101	)		(264,177	)		(314,454	)		(72,418	)		(50,566	)		(4,496	)		(1,407,317	)		(19,843	)		(149,895	)
Transfers due to policy loans, net of repayments		(5,662	)		(408,893	)		(21,590	)		30,816			3,348			-			-			-			-			(39,740	)		(16,584	)		-
Transfers due to charges for administrative and insurance costs		(55,611	)		(339,226	)		(1,034,945	)		(23,143	)		(21,502	)		(464,384	)		(221,008	)		(461,798	)		(11,772	)		(2,986,147	)		(13,476	)		(551,424	)
Transfers between divisions and to/from Guaranteed Principal Account		846,151			(14,709,051	)		303,835			100,599			50			281,644			494,237			1,279,023			81,793			(45,303	)		11,674			563,335
Net increase (decrease) in net assets resulting from capital transactions		1,069,279			(13,998,430	)		1,643,115			57,838			(200,803	)		621,229			1,009,604			2,481,951			100,109			1,214,276			259,470			1,238,637
Total increase (decrease)		1,367,392			(13,649,908	)		1,844,969			116,996			(167,756	)		814,739			1,121,060			2,621,129			104,262			6,008,897			317,004			1,745,925
NET ASSETS, at beginning of the year		3,003,142			24,941,893			8,791,997			1,188,894			1,144,611			4,323,531			1,039,044			2,014,809			302,805			33,394,627			920,851			4,303,349
NET ASSETS, at end of the year	$	4,370,534		$	11,291,985		$	10,636,966		$	1,305,890		$	976,855		$	5,138,270		$	2,160,104		$	4,635,938		$	407,067		$	39,403,524		$	1,237,855		$	6,049,274

See Notes to Financial Statements.

F-16

Massachusetts Mutual Variable Life Separate Account I

Notes To Financial Statements

1. ORGANIZATION

Massachusetts Mutual Variable Life Separate Account I (“Separate Account I”) is a separate investment account established on July 13, 1988, by Massachusetts Mutual Life Insurance Company (“MassMutual”) in accordance with the provisions of Section 132G of Chapter 175 of the Massachusetts General Laws.

MassMutual maintains twelve segments within Separate Account I. The initial segment (“Variable Life Plus Segment”) is used exclusively for MassMutual’s flexible premium variable whole life insurance policy, known as Variable Life Plus.

On March 30, 1990, MassMutual established a second segment (“Large Case Variable Life Plus Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium variable whole life insurance policy with table of selected face amounts, known as Large Case Variable Life Plus.

On July 5, 1995, MassMutual established a third segment (“Strategic Variable Life Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium variable whole life insurance policy with table of selected face amounts, known as Strategic Variable Life^®.

On July 24, 1995, MassMutual established a fourth segment (“Variable Life Select Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium variable whole life insurance policy, known as Variable Life Select.

On February 11, 1997, MassMutual established a fifth segment (“Strategic GVUL Segment”) within Separate Account I to be used exclusively for MassMutual’s group flexible premium adjustable life insurance policy with variable rider, known as Strategic Group Variable Universal Life^®.

On November 12, 1997, MassMutual established a sixth segment (“SVUL Segment”) within Separate Account I to be used exclusively for MassMutual’s survivorship flexible premium adjustable variable life insurance policy, known as Survivorship Variable Universal Life.

On November 12, 1997, MassMutual established a seventh segment (“VUL Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium adjustable variable life insurance policy, known as Variable Universal Life.

On July 13, 1998, MassMutual established an eighth segment (“Strategic Variable Life Plus Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium variable adjustable life insurance policy, known as Strategic Variable Life^® Plus.

On November 23, 1999, MassMutual established a ninth segment (“SVUL II Segment”) within Separate Account I to be used exclusively for MassMutual’s survivorship flexible premium variable adjustable life insurance policy, known as Survivorship Variable Universal Life II.

On November 20, 2000, MassMutual established a tenth segment (“VUL II Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium adjustable variable life insurance policy, known as Variable Universal Life II. The tiering of Accumulation Unit Values is a consequence of a tiered mortality and expense risk charge for the VUL II segment. The policy’s mortality and expense risk charge is based on the number of years the policy has been in force. During policy years 1 through 15, the policy is in Tier 1 and the current mortality and expense risk charge is 0.75% (with a maximum of 0.90%) of the policy’s average daily net assets held in Separate Account I. During policy years 16 and beyond, the policy is in Tier 2 and the current mortality and expense risk charge is 0.25% (with a maximum of 0.40%) of the policy’s average daily net assets held in Separate Account I.

On October 15, 2002, MassMutual established an eleventh segment (“VUL Guard^SM Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium adjustable variable life insurance policy known as VUL Guard^SM. The tiering of Accumulation Unit Values is a consequence of a tiered asset charge for the VUL Guard^SM segment. The asset charge is based on the policy’s total account value on its monthly charge date and the number of years the policy

F-17

Notes To Financial Statements (Continued)

has been in force. The asset charge is assessed on the policy’s Separate Account value only. During policy years 1 through 15, (a) policies issued outside of the state of Maryland with a total account value of $0 to $49,999.99 are in Tier 1 and the current asset charge is 1.00% (with a maximum of 1.15%) of the average daily net assets held in Separate Account I, (b) policies with a total account value of $50,000.00 to $99,999.99 are in Tier 2 and the current asset charge is 0.75% (with a maximum of 0.90%) of the average daily net assets held in Separate Account I and (c) policies with a total account value of $100,000.00 or greater are in Tier 3 and the current asset charge is 0.50% (with a maximum of 0.65%) of the average daily net assets held in Separate Account I. In policy years 16 and beyond, regardless of the total account value, policies are in Tier 4 and the current (and maximum) asset charge is 0.50% of the policy’s average daily net assets held in Separate Account I. Note: policies issued in the state of Maryland, with a total account value of $0 to $49,999.99 have a current (and maximum) asset charge of 0.90% of the policy’s average daily net assets held in Separate Account I.

On March 30, 2004, MassMutual established a twelfth segment (“SVUL Guard^SM Segment”) within Separate Account I to be used exclusively for MassMutual’s survivorship flexible premium, adjustable, variable life insurance policy, known as Survivorship VUL Guard^SM. The tiering of Accumulation Unit Values is a consequence of a tiered asset charge for the SVUL Guard^SM segment. The asset charge is based on the policy’s total account value on its monthly charge date and the number of years the policy has been in force. The asset charge is assessed on the policy’s Separate Account value only. During policy years 1 through 15, (a) policies with a total account value of $0 to $49,999.99 are in Tier 1 and the current asset charge is 0.90% of the average daily net assets held in Separate Account I, (b) policies with a total account value of $50,000.00 to $99,999.99 are in Tier 2 and the current asset charge is 0.80% of the average daily net assets held in Separate Account I, and (c) policies with a total account value of $100,000.00 or greater are in Tier 3 and the current asset charge is 0.70% of the average daily net assets held in Separate Account I. In policy years 16 and beyond, regardless of the total account value, policies are in Tier 4 and the asset charge is 0.70% of the policy’s average daily net assets held in Separate Account I. The maximum asset charge in all policy years is 0.90% of the policy’s average daily net assets held in Separate Account I.

Variable Life Plus, Large Case Variable Life Plus, Variable Life Select, SVUL and VUL policies are no longer offered for sale. Policy owners may continue, however, to make premium payments under existing policies.

Separate Account I is registered as a unit investment trust pursuant to the Investment Company Act of 1940 (“the 1940 Act”).

The assets and liabilities of Separate Account I are clearly identified and distinguished from MassMutual’s other assets and liabilities. The portion of Separate Account I’s assets applicable to the variable life policies is not chargeable with liabilities arising out of any other business MassMutual may conduct.

2. PRIOR PERIOD ADJUSTMENTS

In 2006, Separate Account I determined that it had incorrectly calculated the investment income ratio for MML Enhanced Index Core Equity Division, MML Inflation-Protected Bond Division, MML Small Cap Equity Division and MML Small Company Opportunities Division (collectively, the “Divisions”) in certain prior periods presented. The financial highlights footnote has been restated for 2005 and 2004 to reflect the correct investment income ratios as shown in the table below:

Investment Income Ratio	2005		2004
MML Enhanced Index Core Equity Division:
As previously reported	11.83	%	2.20	%
As restated	2.35	%	2.20	%
MML Inflation-Protected Bond Division:
As previously reported	5.03	%	4.86	%
As restated	5.02	%	4.38	%
MML Small Cap Equity Division:
As previously reported	5.31	%	2.28	%
As restated	0.27	%	0.18	%
MML Small Company Opportunities Division:
As previously reported	13.71	%	11.73	%
As restated	-		-

F-18

Notes To Financial Statements (Continued)

This restatement has no impact on the Divisions’ previously reported net assets, net asset value per share or total return.

3. INVESTMENT OF SEPARATE ACCOUNT I’s ASSETS

Separate Account I consists of sixty-one divisions which invest in the following mutual funds of the same name:

AIM Variable Insurance Funds (“AIM V.I.”), is an open-end, diversified, management company registered under the 1940 Act with three of its Funds available to Separate Account I policy owners: AIM V.I. Financial Services Fund (Series I), AIM V.I. Global Health Care Fund (Series I) (prior to July 1, 2005, this Fund was called AIM V.I. Health Sciences Fund) and AIM V.I. Technology Fund (Series I). A I M Advisors, Inc. is the investment adviser to the Funds.

American Century Variable Portfolios, Inc. (“American Century VP”) is a diversified, open-end, management investment company registered under the 1940 Act with three of its Funds available to Separate Account I policy owners: American Century VP Income & Growth Fund, American Century VP International Fund, and American Century VP Value Fund. American Century Investment Management, Inc., is the investment adviser to the American Century VP Income & Growth Fund and American Century VP Value Fund. American Century Global Investment Management, Inc. is the investment adviser to the VP International Fund.

American Funds Insurance Series^® (“American Funds”) is a diversified, open-end, management investment company registered under the 1940 Act with two of its Funds available to Separate Account I policy owners: American Funds^® Asset Allocation Fund (Class 2) and American Funds^® Growth-Income Fund (Class 2). Capital Research and Management Company is the investment adviser to the Funds.

DWS VIT Investment Funds (“DWS VIT”) (prior to February 6, 2006, known as Scudder Investment VIT Funds), is an investment company registered under the 1940 Act with one of its Funds available to Separate Account I policy owners: DWS Small Cap Index VIP (prior to February 6, 2006, this Fund was called Scudder VIT Small Cap Index Fund) (the DWS Small Cap Index Division invests in this Fund). Deutsche Investment Management Americas Inc. (“DIMA”) serves as the investment adviser to the Fund (prior to December 31, 2006, known as Deutsche Asset Management, Inc. (“DeAM”). Northern Trust Investments, N.A., serves as investment sub-adviser to this Fund.

Fidelity^® Variable Insurance Products Fund (“Fidelity VIP”) and Fidelity Variable Insurance Products II are open-end, management investment companies registered under the 1940 Act with two of its Portfolios available to Separate Account I policy owners: Fidelity^® VIP Contrafund^® Portfolio (Initial and Service Classes) and Fidelity^® VIP Growth Portfolio. Fidelity Management & Research Company (“FMR”) is the investment adviser to the Portfolios. FMR Co., Inc., a wholly-owned subsidiary of FMR, serves as sub-adviser to these Portfolios. The following affiliates also serve as sub-advisers assisting FMR with foreign investments for the Portfolios: Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., Fidelity International Investment Advisors, Fidelity International Investment Advisors (U.K.) Limited, and Fidelity Japan Limited.

Franklin Templeton Variable Insurance Products Trust (“Franklin Templeton VIP Trust”) is an open-end, management investment company registered under the 1940 Act with two of its Funds available to Separate Account I policy owners: Franklin Small Cap Value Securities Fund (Class 2) and Templeton Foreign Securities Fund (Class 2). Franklin Advisory Services, LLC is the investment adviser to the Franklin Small Cap Value Securities Fund and Templeton Investment Counsel, LLC is the investment adviser to the Templeton Foreign Securities Fund.

Goldman Sachs Variable Insurance Trust (“Goldman Sachs VIT”) is an open-end, management investment company registered under the 1940 Act with five of its Funds available to Separate Account I policy owners: Goldman Sachs VIT Capital Growth Fund (the Goldman Sachs Capital Growth Division invests in this Fund), Goldman Sachs VIT Growth and Income Fund (the Goldman Sachs Growth and Income Division invests in this Fund), Goldman Sachs VIT International Equity Fund (the Goldman Sachs International Equity Division invests in this Fund), Goldman Sachs VIT Mid Cap Value Fund (the Goldman Sachs Mid Cap Value Division invests in this Fund) and Goldman Sachs VIT Structured U.S. Equity Fund (prior to May 1, 2006, known as Goldman Sachs VIT CORE^SM U.S. Equity Fund) (the Goldman Sachs Structured U.S. Equity Division invests in this Fund). As of May 13, 2005, the Mid Cap Value Fund is closed to new investors. Goldman Sachs Asset Management L.P., a separate business unit of the Investment Management Division of Goldman Sachs & Co., serves as investment adviser to the Funds.

F-19

Notes To Financial Statements (Continued)

Janus Aspen Series (“Janus Aspen”) is an open-end, management investment company registered under the 1940 Act with three of its Portfolios available to Separate Account I policy owners: Janus Aspen Balanced Portfolio (Institutional and Service Classes), Janus Aspen Forty Portfolio (Institutional and Service Classes) (prior to May 1, 2005, this Portfolio was called Janus Aspen Capital Appreciation Portfolio), and Janus Aspen Worldwide Growth Portfolio (Institutional and Service Classes). Janus Capital Management LLC is the investment adviser to these Portfolios.

MFS^® Variable Insurance Trust^SM (“MFS Trust”) is an open-end, investment management company registered under the 1940 Act with four of its separate Series of shares available to Separate Account I policy owners: MFS^® Emerging Growth Series, MFS^® Investors Trust Series, MFS^® New Discovery Series and MFS^® Research Series. Massachusetts Financial Services Company serves as investment adviser to these Series.

MML Series Investment Fund (“MML Trust”) is an open-end, investment company registered under the 1940 Act with six of its separate series (“MML Trust Funds”) available to Separate Account I policy owners: MML Emerging Growth Fund, MML Equity Index Fund (Class II), MML Growth Equity Fund, MML Large Cap Value Fund, MML OTC 100 Fund, and MML Small Cap Growth Equity Fund. MassMutual serves as investment adviser to each of these MML Trust Funds pursuant to an investment management agreement. MassMutual has entered into a sub-advisory agreement with Northern Trust Investments, N.A. (“Northern Trust”) whereby Northern Trust manages the investments of the MML Equity Index Fund (Class II) and MML OTC 100 Fund. MassMutual has entered into a sub-advisory agreements with Delaware Management Company and Insight Capital Research & Management, Inc., to serve as the investment sub-adviser to the MML Emerging Growth Fund (prior to July 11, 2006, RS Investment Management, L.P. was the Funds’ investment sub-adviser). MassMutual has entered into a sub-advisory agreement with Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) to serve as the investment sub-adviser to the MML Growth Equity Fund. MassMutual has entered into a sub-advisory agreement with Davis Selected Advisers, L.P., to serve as the investment sub-adviser to the MML Large Cap Value Fund. MassMutual has entered into sub-advisory agreements with Wellington Management Company, LLP and Waddell & Reed Investment Management Company pursuant to which each serves as investment sub-adviser to a portion of the MML Small Cap Growth Equity Fund.

MML Series Investment Fund II (“MML II Trust”) is an open-end, investment company registered under the 1940 Act with eight of its separate series (“MML II Trust Funds”) available to Separate Account I policy owners: MML Blend Fund, MML Enhanced Index Core Equity Fund, MML Equity Fund, MML Inflation-Protected Bond Fund, MML Managed Bond Fund, MML Money Market Fund, MML Small Cap Equity Fund, and MML Small Company Opportunities Fund. MassMutual serves as investment adviser to each of these MML II Trust Funds pursuant to an investment management agreement. MassMutual has entered into sub-advisory agreements with Babson Capital Management LLC (“Babson Capital”), a controlled subsidiary of MassMutual, pursuant to which Babson Capital serves as the investment sub-adviser to the MML Blend Fund, MML Enhanced Index Core Equity Fund, MML Inflation-Protected Bond Fund, MML Managed Bond Fund, and MML Money Market Fund. MassMutual has entered into sub-advisory agreements with AllianceBernstein L.P. (“AllianceBernstein”) and OppenheimerFunds, Inc. whereby AllianceBernstein and OppenheimerFunds, Inc. each serve as investment sub-adviser to the MML Equity Fund (prior to January 27, 2006, Babson Capital and Alliance Capital Management L.P. each served as investment sub-adviser to a portion of this Fund). MassMutual has entered into a sub-advisory agreement with OppenheimerFunds, Inc. to serve as investment sub-adviser to the MML Small Cap Equity Fund and MML Small Company Opportunities Fund (prior to March 31, 2006, Babson Capital was the sub-adviser to the Funds).

Oppenheimer Variable Account Funds (“Oppenheimer Funds”) is an open-end, management investment company registered under the 1940 Act with ten of its Funds available to Separate Account I policy owners: Oppenheimer Balanced Fund/VA, Oppenheimer Capital Appreciation Fund/VA, Oppenheimer Core Bond Fund/VA (prior to April 29, 2005, this Fund was called Oppenheimer Bond Fund/VA), Oppenheimer Global Securities Fund/VA, Oppenheimer High Income Fund/VA, Oppenheimer Main Street Fund^®/VA, Oppenheimer Main Street Small Cap Fund^®/VA, Oppenheimer MidCap Fund/VA (prior to May 1, 2006, this Fund was called Oppenheimer Aggressive Growth Fund/VA), Oppenheimer Money Fund/VA and Oppenheimer Strategic Bond Fund/VA. OppenheimerFunds, Inc., a controlled subsidiary of MassMutual, serves as investment adviser to these Oppenheimer Funds.

Panorama Series Fund, Inc. (“Panorama Fund”) is an open-end, management investment company registered under the 1940 Act with three of its Fund/Portfolios available to Separate Account I policy owners: Oppenheimer International Growth Fund/VA, Panorama Growth Portfolio and Panorama Total Return Portfolio. OppenheimerFunds, Inc., a controlled subsidiary of MassMutual, serves as investment adviser to these Fund/Portfolios.

F-20

Notes To Financial Statements (Continued)

T. Rowe Price Equity Series, Inc. (“T. Rowe Price”) is a diversified, open-end, investment company registered under the 1940 Act with four of its Portfolios available to Separate Account I policy owners: T. Rowe Price Blue Chip Growth Portfolio, T. Rowe Price Equity Income Portfolio, T. Rowe Price Mid-Cap Growth Portfolio, and T. Rowe Price New America Growth Portfolio. The T. Rowe Price Mid-Cap Growth Portfolio is not available as an investment choice for contracts issued on May 1, 2004 or later. T. Rowe Price Associates, Inc. is the investment adviser to these Portfolios.

T. Rowe Price Fixed Income Series, Inc. is a diversified, open-end, investment company registered under the 1940 Act with one of its Portfolios available to Separate Account I policy owners: T. Rowe Price Limited-Term Bond Portfolio. T. Rowe Price Associates, Inc. is the investment adviser to the Portfolio.

In addition to the sixty-one divisions, policy owners may also allocate funds to the Guaranteed Principal Account (“GPA”)/Fixed Account, which is part of MassMutual’s general investment account. The general investment account is not registered as an investment company under the 1940 Act.

4. SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS

The following is a summary of significant accounting policies followed by Separate Account I in preparation of the financial statements in conformity with U.S. generally accepted accounting principles (hereinafter referred to as “generally accepted accounting principles”).

A. Investment Valuation

Investments in the investment divisions are valued at the closing net asset value of each of the respective underlying Funds/Portfolios, which value their investment securities at fair value.

B. Accounting for Investments

Investment transactions are accounted for on a trade date basis and identified cost is the basis followed in determining the cost of investments sold for financial statement purposes. Dividend income and gains from realized gain distributions are recorded on the ex-dividend date, and are reinvested in the underlying investment divisions.

C. Federal Income Taxes

MassMutual is taxed under federal law as a life insurance company under the provisions of the 1986 Internal Revenue Code, as amended. Separate Account I is part of MassMutual’s total operations and is not taxed separately. Separate Account I will not be taxed as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended. Under existing federal law, no taxes are payable on net investment income and net realized capital gains attributable to policies, which depend on Separate Account I’s investment performance. Accordingly, no provision for federal income tax has been made. MassMutual may, however, make such a charge in the future if an unanticipated change of current law results in a company tax liability attributable to Separate Account I.

D. Policy Charges

See Note 8B for charges associated with the policies.

E. Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F. Policy Loans

When a policy loan is made, Separate Account I transfers the amount of the loan to MassMutual, thereby decreasing both the investments and the net assets of Separate Account I by an equal amount. The policy owner is charged interest on the outstanding policy loan amount generally equal to either a fixed interest rate of 4 to 6% per year or (in all qualifying jurisdictions) an adjustable loan rate, where applicable. The adjustable loan rate is determined each year for the following policy year.

F-21

Notes To Financial Statements (Continued)

As long as a loan is outstanding, a portion of the policy account value equal to the loan is invested in the GPA. The amount of the loan earns interest at a rate equal to the greater of either a fixed interest rate generally equal to 2 to 4% of the loan or the policy loan rate less the loan interest rate expense charge. This amount does not participate in Separate Account I’s investment performance.

G.    New Accounting Pronouncements

Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements”. In September 2006, the FASB issued SFAS 157 to provide consistency and comparability in determining fair value measurements and to provide for expanded disclosures about fair value measurements. The definition of fair value maintains the exchange price notion in earlier definitions of fair value but focuses on the exit price of the asset or liability. The exit price is the price that would be received to sell the asset or paid to transfer the liability adjusted for certain inherent risks and restrictions. Expanded disclosures are also required about the use of fair value to measure assets and liabilities. The effective date is for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Separate Account does not believe that adoption of SFAS 157 will have a material impact on the Separate Account’s financial position.

Staff Accounting Bulletin (“SAB”) No. 108. In September 2006, the SEC issued SAB No. 108 to provide guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB No. 108 addresses the diversity in practice in quantifying financial statement misstatements and requires entities to quantify the effects of an identified unadjusted error on each financial statement and financial statement disclosure by considering the impact of prior year misstatements on the current year financial statements. Initial application of SAB No. 108 allows entities to elect not to restate prior periods but to reflect the initial application in their annual financial statements covering the first fiscal year ending after November 15, 2006. The cumulative effect of the initial application is to be reported in the carrying amounts of assets and liabilities as of the beginning of that fiscal year, and the offsetting adjustment, net of tax, is to be made to the opening balance of net assets for that year. Entities will need to disclose the nature and amount of each item, when and how each error being corrected arose, and the fact that the errors were previously considered immaterial. Adoption of SAB No. 108 as of December 31, 2006 did not have a material effect on the Separate Account’s financial statements.

H. Reclassifications

Certain amounts in the 2005 financial statements have been reclassified to conform to the 2006 presentation. The most significant of these are reclassifications of amounts previously included in dividends to realized gain distributions.

5. RELATED PARTY TRANSACTIONS

A. Sales Agreements

MML Distributors, LLC (“MML Distributors”), a wholly-owned subsidiary of MassMutual, serves as principal underwriter for most of the policies pursuant to an underwriting and servicing agreement among MML Distributors, MassMutual and Separate Account I. MML Distributors is registered with the Securities and Exchange Commission (the “SEC”) as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. (the “NASD”). MML Distributors may enter into selling agreements with other broker-dealers who are registered with the SEC and are members of the NASD in order to sell the policies.

Pursuant to the underwriting and servicing agreements, commissions or other fees due to registered representatives for selling and servicing the policies are paid by MassMutual on behalf of MML Distributors. MML Distributors also receives compensation for their actions as underwriters of the policies.

B. Receivable from/Payable to MassMutual

Certain fees such as cost of insurance fees and mortality and expense fees are charges paid between the General Account and Separate Account I.

F-22

Notes To Financial Statements (Continued)

6. PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2006 were as follows:

	AIM V.I. Financial Services Division			AIM V.I. Global Health Care Division			AIM V.I. Technology Division			American Century VP Income & Growth Division			American Century VP International Division			American Century VP Value Division			American Funds® Asset Allocation Division			American Funds® Growth-Income Division			DWS Small Cap Index Division			Fidelity® VIP Contrafund® Division			Fidelity® VIP Contrafund® Division			Fidelity® VIP Growth Division			Franklin Small Cap Value Securities Division			Goldman Sachs Capital Growth Division
																												(Initial)			(Service)
Cost of purchases	$	189,175		$	444,281		$	393,148		$	3,719,501		$	360,693		$	4,253,082		$	3,121,499		$	4,936,849		$	1,232,406		$	10,195,810		$	1,679,412		$	25,617		$	2,259,177		$	3,047,786
Proceeds from sales		(36,223	)		(76,188	)		(260,899	)		(1,725,778	)		(26,693	)		(1,766,279	)		(536,994	)		(1,064,335	)		(740,329	)		(2,327,172	)		(724,056	)		(9,594	)		(368,035	)		(967,479	)
	Goldman Sachs Growth and Income Division			Goldman Sachs International Equity Division			Goldman Sachs Mid Cap Value Division			Goldman Sachs Structured U.S. Equity Division			Janus Aspen Balanced Division			Janus Aspen Balanced Division			Janus Aspen Forty Portfolio Division			Janus Aspen Forty Portfolio Division			Janus Aspen Worldwide Growth Division			Janus Aspen Worldwide Growth Division			MFS® Emerging Growth Division			MFS® Investors Trust Division
													(Institutional)			(Service)			(Institutional)			(Service)			(Institutional)			(Service)
Cost of purchases	$	44,698		$	56,226		$	1,174,546		$	137,086		$	359,845		$	529,564		$	1,663,972		$	9,196		$	931,042		$	31,017		$	361,715		$	80,626
Proceeds from sales		(34,385	)		(28,480	)		(587,059	)		(324,963	)		(265,918	)		(84,475	)		(1,002,301	)		(2,177	)		(800,149	)		(21,995	)		(421,869	)		(66,087	)
	MFS® New Discovery Division			MFS® Research Division			MML Blend Division			MML Emerging Growth Division			MML Enhanced Index Core Equity Division			MML Equity Division			MML Equity Index Division			MML Growth Equity Division			MML Inflation- Protected Bond Division			MML Large Cap Value Division			MML Managed Bond Division			MML Money Market Division
Cost of purchases	$	1,104,863		$	93,511		$	2,836,527		$	347,122		$	452,581		$	16,947,687		$	11,281,494		$	595,648		$	731,789		$	1,397,614		$	21,096,890		$	18,661,134
Proceeds from sales		(817,000	)		(94,642	)		(3,711,035	)		(218,677	)		(198,992	)		(9,382,752	)		(21,251,281	)		(278,866	)		(236,141	)		(671,434	)		(3,745,268	)		(24,287,725	)
	MML OTC 100 Division			MML Small Cap Equity Division			MML Small Cap Growth Equity Division			MML Small Company Opportunities Division			Oppenheimer Balanced Division			Oppenheimer Capital Appreciation Division			Oppenheimer Core Bond Division			Oppenheimer Global Securities Division			Oppenheimer High Income Division			Oppenheimer International Growth Division			Oppenheimer Main Street Division
Cost of purchases	$	305,893		$	4,555,631		$	2,166,177		$	1,472,946		$	642,498		$	7,548,316		$	2,198,461		$	15,014,835		$	3,851,530		$	3,611,291		$	3,777,857
Proceeds from sales		(392,063	)		(1,214,317	)		(1,906,805	)		(117,252	)		(470,730	)		(7,233,370	)		(1,639,516	)		(6,907,236	)		(3,075,695	)		(1,161,842	)		(3,457,136	)
	Oppenheimer Main Street Small Cap Division			Oppenheimer MidCap Division			Oppenheimer Money Division			Oppenheimer Strategic Bond Division			Panorama Growth Division			Panorama Total Return Division			T. Rowe Price Blue Chip Growth Division			T. Rowe Price Equity Income Division			T. Rowe Price Limited-Term Bond Division			T. Rowe Price Mid-Cap Growth Division			T. Rowe Price New America Growth Division			Templeton Foreign Securities Division
Cost of purchases	$	1,696,740		$	5,162,030		$	3,699,425		$	3,137,891		$	280,859		$	317,072		$	984,472		$	2,563,521		$	146,462		$	9,483,735		$	200,082		$	2,983,868
Proceeds from sales		(1,159,076	)		(6,013,850	)		(2,894,240	)		(1,108,040	)		(216,154	)		(133,838	)		(230,181	)		(597,555	)		(226,218	)		(5,475,764	)		(135,436	)		(764,471	)

F-23

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN OUTSTANDING UNITS

The changes in outstanding units for the two years ended December 31, 2006 were as follows:

December 31, 2006	AIM V.I. Financial Services Division		AIM V.I. Global Health Care Division		AIM V.I. Technology Division		American Century VP Income & Growth Division		American Century VP International Division		American Century VP Value Division		American Funds® Asset Allocation Division		American Funds® Growth-Income Division		DWS Small Cap Index Division		Fidelity® VIP Contrafund® Division		Fidelity® VIP Contrafund® Division		Fidelity® VIP Growth Division		Franklin Small Cap Value Securities Division
																			(Initial)		(Service)
Units purchased	89,715		307,137		700,522		4,190,629		420,151		2,042,380		1,688,574		3,310,739		820,108		5,118,432		594,371		26,908		984,784
Units withdrawn	(46,154	)	(112,337	)	(450,888	)	(2,833,721	)	(29,943	)	(1,305,502	)	(835,737	)	(1,651,606	)	(602,698	)	(3,560,127	)	(375,599	)	(15,135	)	(420,493	)
Units transferred between divisions and transferred to/from GPA	55,611		75,821		(49,456	)	15,230		—		378,486		770,862		620,524		(36,470	)	1,445,982		71,866		12,159		337,499
Net increase (decrease)	99,172		270,621		200,178		1,372,138		390,208		1,115,364		1,623,699		2,279,657		180,940		3,004,287		290,638		23,932		901,790
December 31, 2006 (Continued)	Goldman Sachs Capital Growth Division		Goldman Sachs Growth and Income Division		Goldman Sachs International Equity Division		Goldman Sachs Mid Cap Value Division		Goldman Sachs Structured U.S. Equity Division		Janus Aspen Balanced Division		Janus Aspen Balanced Division		Janus Aspen Forty Division		Janus Aspen Forty Division		Janus Aspen Worldwide Growth Division		Janus Aspen Worldwide Growth Division		MFS® Emerging Growth Division		MFS® Investors Trust Division
											(Institutional)		(Service)		(Institutional)		(Service)		(Institutional)		(Service)
Units purchased	1,876,001		15,749		13,999		139,805		107,226		200,403		328,707		1,986,827		4,563		1,810,825		7,762		239,289		48,720
Units withdrawn	(1,161,243	)	(4,293	)	(21,172	)	(67,738	)	(181,104	)	(75,410	)	(131,857	)	(1,363,114	)	(308	)	(1,360,895	)	(1,242	)	(274,715	)	(31,705	)
Units transferred between divisions and transferred to/from GPA	1,534,495		(19,637	)	24,540		16,271		(93,359	)	(60,167	)	131,745		(8,741	)	976		(384,201	)	401		39,624		(7,349	)
Net increase (decrease)	2,249,253		(8,181	)	17,367		88,338		(167,237	)	64,826		328,595		614,972		5,231		65,729		6,921		4,198		9,666
December 31, 2006 (Continued)	MFS® New Discovery Division		MFS® Research Division		MML Blend Division		MML Emerging Growth Division		MML Enhanced Index Core Equity Division		MML Equity Division		MML Equity Index Division		MML Growth Equity Division		MML Inflation- Protected Bond Division		MML Large Cap Value Division		MML Managed Bond Division		MML Money Market Division
Units purchased	472,602		77,693		2,310,691		476,114		109,570		7,527,060		6,861,513		991,445		577,605		1,510,839		4,133,618		11,943,220
Units withdrawn	(374,437	)	(33,559	)	(2,703,311	)	(270,462	)	(42,401	)	(6,613,220	)	(6,965,149	)	(536,037	)	(300,128	)	(931,090	)	(3,123,422	)	(6,187,685	)
Units transferred between divisions and transferred to/from GPA	79,688		(46,599	)	(561,580	)	(64,897	)	82,460		(819,972	)	(4,299,949	)	(30,244	)	86,347		4,575		4,821,091		(11,928,942	)
Net increase (decrease)	177,853		(2,465	)	(954,200	)	140,755		149,629		93,868		(4,403,585	)	425,164		363,824		584,324		5,831,287		(6,173,407	)
December 31, 2006 (Continued)	MML OTC 100 Division		MML Small Cap Equity Division		MML Small Cap Growth Equity Division		MML Small Company Opportunities Division		Oppenheimer Balanced Division		Oppenheimer Capital Appreciation Division		Oppenheimer Core Bond Division		Oppenheimer Global Securities Division		Oppenheimer High Income Division		Oppenheimer International Growth Division		Oppenheimer Main Street Division		Oppenheimer Main Street Small Cap Division
Units purchased	391,270		1,518,130		1,408,226		457,779		236,906		9,492,159		1,605,115		6,554,454		1,450,833		1,846,005		3,948,827		484,278
Units withdrawn	(472,744	)	(1,147,774	)	(741,436	)	(168,986	)	(274,849	)	(7,431,279	)	(1,463,446	)	(5,130,335	)	(1,250,408	)	(1,030,819	)	(3,270,298	)	(335,426	)
Units transferred between divisions and transferred to/from GPA	(12,885	)	(121,144	)	(511,794	)	301,632		27,199		(652,689	)	(63,874	)	1,627,669		(119,385	)	999,003		(237,883	)	27,571
Net increase (decrease)	(94,359	)	249,212		154,996		590,425		(10,744	)	1,408,191		77,795		3,051,788		81,040		1,814,189		440,646		176,423
December 31, 2006 (Continued)	Oppenheimer MidCap Division		Oppenheimer Money Division		Oppenheimer Strategic Bond Division		Panorama Growth Division		Panorama Total Return Division		T. Rowe Price Blue Chip Growth Division		T. Rowe Price Equity Income Division		T. Rowe Price Limited-Term Bond Division		T. Rowe Price Mid-Cap Growth Division		T. Rowe Price New America Growth Division		Templeton Foreign Securities Division
Units purchased	5,153,140		2,347,907		1,947,654		132,316		261,083		733,394		1,521,369		31,309		3,681,959		196,765		1,311,409
Units withdrawn	(4,317,577	)	(2,031,429	)	(1,285,682	)	(91,992	)	(71,107	)	(279,359	)	(756,328	)	(105,669	)	(3,759,596	)	(144,670	)	(821,112	)
Units transferred between divisions and transferred to/from GPA	(691,763	)	3,979		456,618		13,162		(39,739	)	100,320		340,777		7,502		(276,773	)	9,126		1,143,529
Net increase (decrease)	143,800		320,457		1,118,590		53,486		150,237		554,355		1,105,818		(66,858	)	(354,410	)	61,221		1,633,826

F-24

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN OUTSTANDING UNITS (Continued)

December 31, 2005	AIM V.I. Financial Services Division		AIM V.I. Global Health Care Division		AIM V.I. Technology Division		American Century VP Income & Growth Division		American Century VP International Division		American Century VP Value Division		American Funds® Asset Allocation Division		American Funds® Growth-Income Division		Fidelity® VIP Contrafund® Division		Fidelity® VIP Contrafund® Division		Fidelity® VIP Growth Division		Franklin Small Cap Value Securities Division		Goldman Sachs Capital Growth Division
																	(Initial)		(Service)
Units purchased	82,185		240,255		834,265		4,282,671		521,731		2,244,145		1,599,427		2,978,082		4,734,610		893,802		33,293		880,227		1,322,861
Units withdrawn	(28,939	)	(76,495	)	(453,388	)	(2,724,278	)	(27,235	)	(741,541	)	(694,080	)	(1,194,798	)	(2,934,623	)	(328,890	)	(16,808	)	(252,060	)	(795,813	)
Units transferred between divisions and to/from GPA	16,024		34,119		65,961		461,323		495,441		1,342,828		593,839		896,383		1,421,299		284,466		-		477,026		136,764
Net increase (decrease)	69,270		197,879		446,838		2,019,716		989,937		2,845,432		1,499,186		2,679,667		3,221,286		849,378		16,485		1,105,193		663,812
December 31, 2005 (Continued)	Goldman Sachs CORESM U.S. Equity Division		Goldman Sachs Growth and Income Division		Goldman Sachs International Equity Division		Goldman Sachs Mid Cap Value Division		Janus Aspen Balanced Division		Janus Aspen Balanced Division		Janus Aspen Forty Division		Janus Aspen Forty Division		Janus Aspen Worldwide Growth Division		Janus Aspen Worldwide Growth Division		MFS® Emerging Growth Division		MFS® Investors Trust Division
									(Institutional)		(Service)		(Institutional)		(Service)		(Institutional)		(Service)
Units purchased	86,399		20,632		19,946		129,011		255,139		304,774		2,065,838		4,338		2,036,477		15,151		293,747		58,718
Units withdrawn	(56,086	)	(8,260	)	(2,517,149	)	(69,576	)	(57,078	)	(95,142	)	(1,522,084	)	(82	)	(1,437,222	)	(976	)	(149,324	)	(18,399	)
Units transferred between divisions and to/from GPA	(65,689	)	(98,328	)	16,921		270,631		92,065		110,301		185,224		98		145,115		4,490		(450,453	)	7,163
Net increase (decrease)	(35,376	)	(85,956	)	(2,480,282	)	330,066		290,126		319,933		728,978		4,354		744,370		18,665		(306,030	)	47,482
December 31, 2005 (Continued)	MFS® New Discovery Division		MFS® Research Division		MML Blend Division		MML Emerging Growth Division		MML Enhanced Index Core Equity Division		MML Equity Division		MML Equity Index Division		MML Growth Equity Division		MML Inflation- Protected Bond Division		MML Large Cap Value Division		MML Managed Bond Division		MML Money Market Division
Units purchased	474,765		95,717		2,829,583		527,623		216,368		9,994,858		7,195,069		1,041,123		446,845		1,791,499		4,262,564		19,700,445
Units withdrawn	(270,571	)	(63,156	)	(3,145,553	)	(239,316	)	(21,418	)	(8,031,883	)	(18,700,359	)	(591,584	)	(209,699	)	(939,767	)	(8,324,715	)	(8,432,334	)
Units transferred between divisions and to/from GPA	(49,603	)	(6,552	)	(87,890	)	(92,626	)	16,903		(509,342	)	781,556		(102,892	)	361,435		836,101		2,092,859		(4,923,838	)
Net increase (decrease)	154,591		26,009		(403,860	)	195,681		211,853		1,453,633		(10,723,734	)	346,647		598,581		1,687,833		(1,969,292	)	6,344,273
December 31, 2005 (Continued)	MML OTC 100 Division		MML Small Cap Equity Division		MML Small Cap Growth Equity Division		MML Small Company Opportunities Division		Oppenheimer Aggressive Growth Division		Oppenheimer Balanced Division		Oppenheimer Capital Appreciation Division		Oppenheimer Core Bond Division		Oppenheimer Global Securities Division		Oppenheimer High Income Division		Oppenheimer International Growth Division		Oppenheimer Main Street Division
Units purchased	439,080		1,783,292		1,488,319		358,882		6,062,853		477,962		10,869,478		1,695,120		7,036,452		1,627,322		1,393,301		4,300,568
Units withdrawn	(263,804	)	(1,131,479	)	(700,121	)	(114,535	)	(4,604,232	)	(301,820	)	(7,785,490	)	(1,144,095	)	(5,155,119	)	(1,053,055	)	(802,686	)	(3,224,572	)
Units transferred between divisions and to/from GPA	261,322		(24,788	)	1,533,576		46,942		104,116		(81,625	)	(107,063	)	791,402		720,991		(1,164,632	)	553,539		23,384
Net increase (decrease)	436,598		627,025		2,321,774		291,289		1,562,737		94,517		2,976,925		1,342,427		2,602,324		(590,365	)	1,144,154		1,099,380
December 31, 2005 (Continued)	Oppenheimer Main Street® Small Cap Division		Oppenheimer Money Division		Oppenheimer Strategic Bond Division		Panorama Growth Division		Panorama Total Return Division		Scudder VIT Small Cap Index Division		T. Rowe Price Blue Chip Growth Division		T. Rowe Price Equity Income Division		T. Rowe Price Limited-Term Bond Division		T. Rowe Price Mid-Cap Growth Division		T. Rowe Price New America Growth Division		Templeton Foreign Securities Division
Units purchased	356,171		2,992,311		2,220,660		221,841		86,984		866,646		662,672		1,270,975		26,873		4,239,220		824,113		1,245,213
Units withdrawn	(223,163	)	(2,387,114	)	(1,225,392	)	(278,373	)	(279,987	)	(599,372	)	(228,025	)	(366,401	)	(12,606	)	(3,060,736	)	(529,100	)	(635,476	)
Units transferred between divisions and to/from GPA	415,533		(12,396,576	)	203,009		116,878		48		211,983		350,758		879,512		63,495		(225,934	)	11,100		490,883
Net increase (decrease)	548,541		(11,791,379	)	1,198,277		60,346		(192,955	)	479,257		785,405		1,784,086		77,762		952,550		306,113		1,100,620

F-25

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (AS RESTATED)

A. A summary of units outstanding, unit values, net assets, investment income ratios, expense ratios (excluding expenses of the underlying funds) and total return ratios for each of the five years ended December 31, 2006 follows:

	At December 31,					For the Years Ended December 31,
	Units	Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1		Expense Ratio2 (Lowest to Highest)		Total Return3 (Lowest to Highest)
AIM V.I. Financial Services Division
2006	356,251	$	1.36 to $1.64	$	570,219	1.89	%	0.25% to 1.00	%	15.29% to 16.15	%
2005	257,079		1.18 to 1.41		356,527	1.62		0.25 to 1.00		4.86 to 5.64
2004	187,809		1.13 to 1.33		247,855	2.14		0.25 to 1.00		7.59 to 8.40
2003	22,091		1.05 to 1.23		26,592	0.57		0.25 to 1.15		4.76 to 23.15
AIM V.I. Global Health Care Division
2006	889,467		1.31 to 1.45		1,265,363	-		0.25 to 1.00		4.19 to 4.97
2005	618,846		1.25 to 1.38		842,578	-		0.25 to 1.00		7.08 to 7.88
2004	420,967		1.17 to 1.28		534,188	-		0.25 to 1.00		6.50 to 7.30
2003	41,149		1.10 to 1.19		48,653	-		0.55 to 1.15		10.00 to 19.33
AIM V.I. Technology Division
2006	2,602,604		0.72 to 1.15		1,663,639	-		0.25 to 1.00		9.38 to 10.21
2005	2,402,426		0.65 to 1.05		1,385,141	-		0.25 to 1.00		1.16 to 1.92
2004	1,955,588		0.64 to 1.04		1,108,275	-		0.25 to 1.00		3.59 to 4.37
2003	1,219,820		0.54 to 1.33		667,827	-		0.25 to 1.15		(38.50) to 44.93
2002	716,624		0.37 to 0.42		269,428	(0.50	)	0.55 to 0.75		(47.24) to (47.14	)
American Century VP Income & Growth Division
2006	19,690,845		1.17 to 1.44		25,141,137	1.74		0.25 to 1.00		15.93 to 16.80
2005	18,318,707		1.00 to 1.24		20,136,781	1.92		0.25 to 1.00		3.59 to 4.37
2004	16,298,991		0.96 to 1.20		17,299,546	1.34		0.25 to 1.00		11.87 to 12.71
2003	14,218,974		0.82 to 1.24		13,446,388	1.17		0.25 to 1.15		7.03 to 29.03
2002	10,731,176		0.64 to 0.83		7,926,303	0.27		0.25 to 0.75		(20.12) to (19.57	)
American Century VP International Division
2006	1,545,230		0.95		1,473,764	1.33		0.60		24.28
2005	1,155,022		0.77		886,390	0.86		0.60		12.58
2004	165,085		0.68		112,535	0.51		0.60		14.24
2003	144,784		0.60		86,396	0.14		0.60		23.77
2002	8,451		0.48		4,074	0.13		0.60		(20.97	)
American Century VP Value Division
2006	6,286,660		1.49 to 1.77		10,921,207	1.21		0.25 to 1.00		17.48 to 18.36
2005	5,171,296		1.27 to 1.50		7,590,318	0.75		0.25 to 1.00		3.99 to 4.77
2004	2,325,864		1.22 to 1.43		3,242,816	0.80		0.25 to 1.00		13.20 to 14.05
2003	1,385,800		1.08 to 1.44		1,696,343	0.71		0.25 to 1.15		7.89 to 28.57
2002	726,497		0.94 to 1.12		687,880	3.81		0.30 to 0.75		(13.37) to (12.92	)
American Funds® Asset Allocation Division
2006	5,841,324		1.39 to 1.57		8,992,331	2.57		0.25 to 1.00		13.52 to 14.37
2005	4,217,625		1.22 to 1.37		5,704,429	2.54		0.25 to 1.00		8.06 to 8.87
2004	2,718,439		1.13 to 1.26		3,395,321	2.98		0.25 to 1.00		7.26 to 8.07
2003	610,899		1.05 to 1.17		709,272	3.23		0.55 to 1.15		5.39 to 16.84
American Funds® Growth-Income Division
2006	9,187,725		1.39 to 1.69		15,067,960	1.74		0.25 to 1.00		14.06 to 14.92
2005	6,908,068		1.22 to 1.47		9,897,645	1.56		0.25 to 1.00		4.78 to 5.57
2004	4,228,401		1.16 to 1.39		5,780,509	1.23		0.25 to 1.00		9.28 to 10.10
2003	1,113,464		1.06 to 1.26		1,374,834	1.65		0.25 to 1.15		6.36 to 26.27

F-26

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (AS RESTATED) (Continued)

	At December 31,					For the Years Ended December 31,
	Units	Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1		Expense Ratio2 (Lowest to Highest)		Total Return3 (Lowest to Highest)
DWS Small Cap Index Division
2006	3,909,521	$	1.46 to $1.63	$	6,281,962	0.63	%	0.25% to 1.00	%	16.33% to 17.20	%
2005	3,728,581		1.26 to 1.35		5,138,270	0.61		0.25 to 1.00		3.23 to 4.00
2004	3,249,324		1.22 to 1.29		4,323,531	0.41		0.25 to 1.00		16.59 to 17.46
2003	2,617,934		1.04 to 1.40		2,976,472	0.76		0.25 to 1.15		4.47 to 46.06
2002	1,382,472		0.75 to 0.79		1,076,016	0.59		0.25 to 0.75		(21.18) to (20.78	)
Fidelity® VIP Contrafund® Division (Initial)
2006	24,515,709		1.54 to 1.95		39,794,599	1.33		0.25 to 1.00		10.61 to 11.44
2005	21,511,422		1.27 to 1.39		31,545,007	0.27		0.25 to 1.00		15.78 to 16.65
2004	18,290,136		1.09 to 1.20		23,153,203	0.31		0.25 to 1.00		14.33 to 15.19
2003	15,484,520		0.94 to 1.30		17,122,058	0.41		0.25 to 1.15		4.89 to 28.14
2002	12,308,191		0.74 to 1.02		10,675,799	0.17		0.25 to 0.75		(10.02) to (9.57	)
Fidelity® VIP Contrafund® Division (Service)
2006	3,986,892		1.54 to 1.60		6,205,658	1.12		0.60 to 0.75		10.76 to 10.92
2005	3,696,254		1.39 to 1.44		5,187,310	0.18		0.60 to 0.75		15.98 to 16.15
2004	2,846,876		1.20 to 1.24		3,437,237	0.22		0.60 to 0.75		14.48 to 14.65
2003	2,282,592		1.05 to 1.08		2,406,184	0.35		0.60 to 0.75		27.39 to 27.59
2002	2,370,393		0.82 to 0.85		1,967,189	(0.01	)	0.60 to 0.75		(10.17) to (10.02	)
Fidelity® VIP Growth Division
2006	266,378		0.69		182,932	0.26		0.60		6.10
2005	242,446		0.65		156,931	0.36		0.60		5.04
2004	225,961		0.62		139,240	0.16		0.60		2.65
2003	200,860		0.60		120,582	0.10		0.60		31.99
2002	56,432		0.45		25,667	(0.48	)	0.60		(31.82	)
Franklin Small Cap Value Securities Division
2006	2,834,886		1.64 to 2.08		5,749,596	0.63		0.25 to 1.00		15.82 to 16.69
2005	1,933,096		1.42 to 1.78		3,371,810	0.75		0.25 to 1.00		7.69 to 8.50
2004	827,903		1.32 to 1.64		1,334,961	0.16		0.25 to 1.00		22.52 to 23.44
2003	200,992		1.07 to 1.33		264,105	0.02		0.25 to 1.15		7.50 to 33.15
Goldman Sachs Capital Growth Division
2006	7,735,265		0.88 to 1.24		7,440,647	0.15		0.25 to 1.00		7.48 to 8.29
2005	5,486,012		0.81 to 1.16		4,878,924	0.16		0.25 to 1.00		1.92 to 2.69
2004	4,822,200		0.79 to 1.13		4,178,485	0.76		0.25 to 1.00		8.00 to 8.82
2003	4,103,291		0.72 to 1.17		3,295,278	0.31		0.25 to 1.15		4.93 to 23.43
2002	2,804,255		0.58 to 0.81		1,822,310	(0.34	)	0.25 to 0.75		(25.05) to (24.63	)
2001	1,410,856		0.77 to 1.07		1,210,989	0.05		0.25 to 0.60		(15.10) to (8.75	)
Goldman Sachs Growth and Income Division
2006	242,453		1.44 to 1.52		365,677	1.76		0.30 to 0.60		21.90 to 22.26
2005	250,634		1.18 to 1.24		308,365	1.00		0.30 to 0.60		3.31 to 3.62
2004	336,590		1.14 to 1.20		400,922	4.90		0.30 to 0.60		18.09 to 18.44
2003	38,023		0.97 to 1.01		37,031	1.27		0.30 to 0.60		23.62 to 23.99
2002	41,228		0.78 to 0.81		32,452	1.86		0.30 to 0.60		(11.94) to (11.64	)
2001	45,688		0.89 to 0.92		41,872	(0.09	)	0.30 to 0.60		(9.94) to (9.64	)
Goldman Sachs International Equity Division
2006	303,309		1.46		442,822	1.77		0.60		21.37
2005	285,942		1.20		343,948	0.12		0.60		13.03
2004	2,766,224		1.06		2,943,923	1.18		0.60		12.80
2003	2,793,318		0.94		2,635,312	4.34		0.60		34.68
2002	1,521,429		0.70		1,065,762	0.57		0.60		(18.94	)
2001	664,673		0.86		573,580	1.13		0.60		(22.86	)

F-27

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (AS RESTATED) (Continued)

	At December 31,					For the Years Ended December 31,
	Units	Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1		Expense Ratio2 (Lowest to Highest)		Total Return3 (Lowest to Highest)
Goldman Sachs Mid Cap Value Division
2006	1,038,226	$	2.88 to $2.98	$	3,027,333	1.12	%	0.30% to 0.60	%	15.47% to 15.82	%
2005	949,888		2.49 to 2.57		2,397,694	0.68		0.30 to 0.60		12.15 to 12.49
2004	619,822		2.22 to 2.29		1,400,249	0.80		0.30 to 0.60		25.13 to 25.51
2003	366,462		1.78 to 1.82		660,678	1.88		0.30 to 0.60		27.62 to 28.01
2002	389,676		1.39 to 1.42		549,613	1.69		0.30 to 0.60		(5.29) to (4.99	)
2001	202,234		1.47 to 1.50		300,104	3.86		0.30 to 0.60		11.38 to 11.71
Goldman Sachs Structured U.S. Equity Division
2006	496,632		1.23 to 1.43		656,215	1.09		0.30 to 0.60		12.22 to 12.55
2005	663,869		1.10 to 1.27		772,544	0.81		0.30 to 0.60		5.88 to 6.19
2004	699,245		1.04 to 1.19		775,478	1.18		0.30 to 0.60		14.25 to 14.60
2003	691,432		0.91 to 1.04		666,907	0.81		0.30 to 0.60		28.70 to 29.09
2002	568,017		0.71 to 0.81		424,171	0.15		0.30 to 0.60		(22.49) to (22.19	)
Janus Aspen Balanced Division (Institutional)
2006	1,007,585		1.20		1,210,299	2.23		0.60		10.06
2005	942,759		1.09		1,028,940	2.46		0.60		7.31
2004	652,633		1.02		663,797	2.44		0.60		7.88
2003	473,248		0.94		446,194	2.37		0.60		13.37
2002	256,636		0.83		213,434	2.01		0.60		(7.04	)
Janus Aspen Balanced Division (Service)
2006	937,668		1.29 to 1.41		1,295,293	2.13		0.25 to 1.00		9.32 to 10.14
2005	609,073		1.18 to 1.28		767,565	2.43		0.25 to 1.00		6.59 to 7.39
2004	289,140		1.11 to 1.19		340,624	3.28		0.25 to 1.00		7.22 to 8.02
2003	103,853		1.04 to 1.10		112,184	1.55		0.55 to 1.15		3.65 to 10.12
Janus Aspen Forty Division (Institutional)
2006	10,764,997		0.91 to 1.20		11,662,341	0.37		0.25 to 0.75		8.53 to 9.07
2005	10,150,025		0.83 to 1.10		10,081,264	0.22		0.25 to 0.75		12.01 to 12.57
2004	9,421,047		0.74 to 0.98		8,322,573	0.27		0.25 to 0.75		17.35 to 17.93
2003	8,850,343		0.61 to 0.84		6,575,759	0.52		0.25 to 0.75		19.64 to 20.23
2002	6,758,791		0.51 to 0.70		4,113,419	0.03		0.25 to 0.75		(16.27) to (15.97	)
Janus Aspen Forty Division (Service)
2006	30,117		1.51 to 1.67		46,874	0.15		0.50 to 1.00		8.03 to 8.57
2005	24,886		1.39 to 1.54		36,004	0.01		0.50 to 1.00		11.44 to 12.00
2004	20,532		1.25 to 1.38		26,784	0.05		0.50 to 1.00		16.79 to 17.38
2003	1,690		1.07 to 1.17		1,854	0.17		0.65 to 1.15		7.04 to 17.31
Janus Aspen Worldwide Growth Division (Institutional)
2006	8,812,972		0.75 to 0.98		7,743,589	1.78		0.25 to 0.75		17.32 to 17.91
2005	8,747,243		0.63 to 0.84		6,547,957	1.42		0.25 to 0.75		5.08 to 5.60
2004	8,002,873		0.60 to 0.80		5,650,473	1.06		0.25 to 0.75		4.00 to 4.52
2003	7,140,496		0.56 to 0.77		4,821,333	1.16		0.25 to 0.75		23.07 to 23.68
2002	5,658,803		0.45 to 0.62		3,043,076	0.51		0.25 to 0.75		(26.10) to (25.80	)
Janus Aspen Worldwide Growth Division (Service)
2006	65,456		1.34 to 1.60		94,029	1.65		0.50 to 1.00		16.77 to 17.35
2005	58,535		1.15 to 1.36		72,298	1.30		0.50 to 1.00		4.52 to 5.04
2004	39,870		1.10 to 1.30		48,449	0.96		0.50 to 1.00		3.49 to 4.01
2003	33,772		1.06 to 1.25		40,164	0.35		0.65 to 1.15		6.13 to 24.82

F-28

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (AS RESTATED) (Continued)

	At December 31,					For the Years Ended December 31,
	Units	Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1		Expense Ratio2 (Lowest to Highest)		Total Return3 (Lowest to Highest)
MFS® Emerging Growth Division
2006	1,575,248	$	0.96 to $1.15	$	1,550,475	-	%	0.30% to 0.75	%	7.09% to 7.57	%
2005	1,571,050		0.90 to 1.07		1,449,273	-		0.30 to 0.75		8.38 to 8.86
2004	1,877,080		0.83 to 0.98		1,632,471	-		0.30 to 0.75		12.12 to 12.62
2003	1,763,956		0.74 to 0.87		1,369,714	-		0.30 to 0.75		29.25 to 29.84
2002	1,592,540		0.57 to 0.67		947,815	(0.60	)	0.30 to 0.75		(34.51) to (34.06	)
MFS® Investors Trust Division
2006	119,165		1.39 to 1.58		183,262	0.43		0.25 to 1.00		11.87 to 12.71
2005	109,499		1.24 to 1.40		150,490	0.54		0.25 to 1.00		6.25 to 7.05
2004	62,017		1.17 to 1.31		80,199	0.53		0.25 to 1.00		10.25 to 11.08
2003	12,348		1.06 to 1.18		14,488	-		0.65 to 1.15		6.02 to 17.95
MFS® New Discovery Division
2006	1,513,736		1.22 to 1.62		2,520,413	-		0.25 to 1.00		12.09 to 12.93
2005	1,335,883		1.09 to 1.44		1,991,389	-		0.25 to 1.00		4.20 to 4.98
2004	1,181,292		1.05 to 1.37		1,711,864	-		0.25 to 1.00		5.46 to 6.25
2003	945,351		0.99 to 1.60		1,315,522	-		0.25 to 1.15		(0.64) to 33.32
2002	893,469		1.01 to 1.20		947,590	(0.62	)	0.30 to 0.75		(32.38) to (31.93	)
MFS® Research Division
2006	1,634,233		1.09 to 1.26		1,945,698	0.50		0.30 to 0.75		9.65 to 10.15
2005	1,636,698		0.99 to 1.14		1,772,256	0.46		0.30 to 0.75		7.00 to 7.48
2004	1,610,689		0.93 to 1.06		1,631,879	1.07		0.30 to 0.75		14.98 to 15.50
2003	1,672,216		0.81 to 0.92		1,467,152	0.66		0.30 to 0.75		23.77 to 24.33
2002	1,687,000		0.65 to 0.74		1,191,844	(0.18	)	0.30 to 0.75		(25.29) to (24.84	)
MML Blend Division
2006	16,421,828		1.24 to 1.29		30,908,000	2.72		0.25 to 1.00		10.67 to 11.50
2005	17,376,028		1.11 to 1.16		29,230,819	2.74		0.25 to 1.00		3.63 to 4.41
2004	17,779,888		1.06 to 1.12		28,864,924	2.70		0.25 to 1.00		7.60 to 8.41
2003	17,782,949		0.97 to 3.40		27,011,793	2.63		0.25 to 1.15		4.34 to 18.41
2002	18,030,469		0.82 to 2.88		23,192,092	2.43		0.25 to 0.75		(12.19) to (11.75	)
MML Emerging Growth Division
2006	1,599,270		0.93 to 1.17		1,458,984	-		0.25 to 1.00		4.27 to 5.05
2005	1,458,515		0.88 to 1.12		1,260,116	-		0.25 to 1.00		(0.05) to 0.69
2004	1,262,834		0.88 to 1.12		1,078,912	-		0.25 to 1.00		13.52 to 14.38
2003	835,712		0.49 to 1.40		630,875	-		0.25 to 1.15		(1.10) to 45.55
2002	422,242		0.34 to 0.53		212,711	(0.69	)	0.24 to 0.75		(43.04) to (42.74	)
MML Enhanced Index Core Equity Division
2006	451,854		1.40 to 1.64		711,960	1.19		0.25 to 1.00		15.01 to 15.87
2005	302,225		1.21 to 1.41		410,203	2.35	4	0.25 to 1.00		4.46 to 5.24
2004	90,372		1.16  to 1.34		115,465	2.20	4	0.25 to 1.00		9.79 to 10.61
2003	4,992		0.77 to 1.21		6,032	3.05		0.65 to 1.15		(23.30) to 21.49
MML Equity Division
2006	53,316,839		1.27 to 1.46		114,244,273	1.45		0.25 to 1.00		16.83 to 17.71
2005	53,222,971		1.08 to 1.25		98,216,064	1.95		0.25 to 1.00		2.10 to 2.87
2004	51,769,338		1.05 to 1.22		94,499,780	2.12		0.25 to 1.00		14.69 to 15.56
2003	50,182,762		0.78 to 3.80		80,954,021	1.83		0.25 to 1.15		6.43 to 27.17
2002	47,130,554		0.61 to 2.99		63,191,764	2.46		0.25 to 0.75		(20.30) to (16.33	)

F-29

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (AS RESTATED) (Continued)

	At December 31,					For the Years Ended December 31,
	Units	Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1		Expense Ratio2 (Lowest to Highest)		Total Return3 (Lowest to Highest)
MML Equity Index Division
2006	78,249,091	$	1.04 to $1.38	$	122,252,472	1.71	%	0.25% to 1.00	%	14.39% to 15.25	%
2005	82,652,676		0.90 to 1.21		117,323,992	1.60		0.25 to 1.00		3.61 to 4.39
2004	93,376,410		0.87 to 1.16		122,804,884	1.75		0.25 to 1.00		9.50 to 10.32
2003	102,659,259		0.77 to 1.82		126,991,372	1.58		0.25 to 1.15		6.23 to 27.99
2002	86,851,896		0.60 to 1.42		88,054,517	0.98		0.25 to 0.75		(23.05) to (22.48	)
MML Growth Equity Division
2006	3,821,175		0.65 to 1.11		2,939,820	0.51		0.25 to 1.00		0.90 to 1.66
2005	3,396,011		0.64 to 1.10		2,573,254	0.48		0.25 to 1.00		2.85 to 3.62
2004	3,049,364		0.62 to 1.07		2,223,682	0.51		0.25 to 1.00		3.84 to 4.62
2003	2,515,462		0.54 to 1.16		1,748,960	0.02		0.25 to 1.15		3.23 to 22.59
2002	1,811,188		0.44 to 0.61		1,010,111	(0.68	)	0.25 to 0.75		(28.55) to (28.20	)
MML Inflation-Protected Bond Division
2006	2,384,814		1.07 to 1.18		2,759,877	3.85		0.25 to 1.00		(0.03) to 0.72
2005	2,020,990		1.07 to 1.17		2,333,227	5.02	4	0.25 to 1.00		0.62 to 1.37
2004	1,422,409		1.07 to 1.16		1,627,663	4.38	4	0.25 to 1.00		5.19 to 5.98
2003	373,385		0.79 to 1.09		404,629	2.75		0.25 to 1.15		(20.84) to 6.57
2002	27,316		1.02		27,870	1.13		0.24 to 0.55		2.91 to 2.98
MML Large Cap Value Division
2006	7,026,781		1.42 to 1.45		9,411,071	0.70		0.25 to 1.00		13.12 to 13.97
2005	6,442,457		1.25 to 1.28		7,605,314	0.75		0.25 to 1.00		8.20 to 9.01
2004	4,754,624		1.15 to 1.18		5,225,937	0.83		0.25 to 1.00		10.73 to 11.57
2003	3,592,899		0.91 to 1.25		3,550,129	0.92		0.25 to 1.15		6.62 to 29.26
2002	2,039,994		0.71 to 0.80		1,572,743	0.32		0.25 to 0.75		(16.86) to (16.44	)
MML Managed Bond Division
2006	31,368,786		1.10 to 1.53		63,622,950	4.93		0.25 to 1.00		3.08 to 3.85
2005	25,537,499		1.07 to 1.42		46,543,862	4.72		0.25 to 1.00		1.34 to 2.10
2004	27,506,791		1.05 to 1.39		48,735,262	5.02		0.25 to 1.00		3.43 to 4.21
2003	22,684,553		1.02 to 3.12		34,911,266	5.14		0.25 to 1.15		1.96 to 5.33
2002	23,370,778		1.12 to 2.97		37,247,077	6.14		0.25 to 0.75		7.60 to 8.13
MML Money Market Division
2006	21,280,213		1.05 to 1.28		24,585,965	4.42		0.25 to 1.00		3.51 to 4.29
2005	27,453,620		1.01 to 1.12		30,246,574	2.66		0.25 to 1.00		1.64 to 2.40
2004	21,109,347		1.00 to 1.10		23,575,100	0.80		0.25 to 1.00		(0.21) to 0.54
2003	18,648,636		1.00 to 1.93		20,673,190	0.62		0.25 to 1.15		(0.07) to 0.37
2002	23,842,095		1.02 to 1.93		28,873,441	0.75		0.25 to 0.75		0.00 to 1.04
MML OTC 100 Division
2006	1,472,918		0.94 to 1.20		1,263,519	0.05		0.25 to 1.00		5.72 to 6.51
2005	1,567,277		0.88 to 1.14		1,270,277	0.05		0.25 to 1.00		0.29 to 1.04
2004	1,130,679		0.87 to 1.13		930,681	0.75		0.25 to 1.00		9.27 to 10.09
2003	788,629		0.74 to 1.32		592,489	-		0.25 to 1.15		(20.71) to 48.26
2002	459,805		0.50 to 0.53		232,801	(0.30	)	0.25 to 0.75		(38.15) to (37.98	)
MML Small Cap Equity Division
2006	8,111,367		1.27 to 1.62		12,549,453	0.41		0.25 to 1.00		9.40 to 10.22
2005	7,862,155		1.16 to 1.33		11,086,914	0.27	4	0.25 to 1.00		(1.20) to (0.45)
2004	7,235,130		1.18 to 1.48		10,325,472	0.18	4	0.25 to 1.00		15.20 to 16.06
2003	6,680,080		1.02 to 1.48		8,274,682	0.22		0.25 to 1.15		2.01 to 30.97
2002	5,016,671		0.88 to 1.13		4,818,877	(0.32	)	0.25 to 0.75		(12.59) to (12.06	)

F-30

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (AS RESTATED) (Continued)

	At December 31,					For the Years Ended December 31,
	Units	Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1		Expense Ratio2 (Lowest to Highest)		Total Return3 (Lowest to Highest)
MML Small Cap Growth Equity Division
2006	6,308,122	$	1.12 to $1.38	$	7,760,573	-	%	0.25% to 1.00	%	8.01% to 8.82	%
2005	6,153,126		1.03 to 1.27		6,885,418	-		0.25 to 1.00		10.46 to 11.29
2004	3,831,352		0.92 to 1.15		4,096,525	-		0.25 to 1.00		12.13 to 12.97
2003	3,061,530		0.75 to 1.36		2,890,805	-		0.25 to 1.15		2.82 to 48.18
2002	2,167,483		0.50 to 0.68		1,364,742	(0.67	)	0.25 to 0.75		(27.54) to (26.35	)
MML Small Company Opportunities Division
2006	1,319,843		1.56 to 2.07		2,662,289	-		0.25 to 1.00		14.30 to 15.16
2005	729,418		1.37 to 1.80		1,279,520	-	4	0.25 to 1.00		9.85 to 10.68
2004	438,129		1.24 to 1.63		698,905	-	4	0.25 to 1.00		17.63 to 18.51
2003	109,419		1.06 to 1.37		146,955	10.02		0.55 to 1.15		5.64 to 37.18
Oppenheimer Balanced Division
2006	1,831,327		1.71 to 2.58		3,147,406	2.13		0.30 to 0.75		10.32 to 10.81
2005	1,842,071		1.55 to 2.33		2,866,875	1.70		0.30 to 0.75		3.11 to 3.58
2004	1,747,554		1.50 to 2.25		2,683,222	0.94		0.30 to 0.75		9.28 to 9.77
2003	1,450,163		1.30 to 2.05		2,022,633	2.60		0.30 to 0.75		24.02 to 24.58
2002	2,028,527		1.04 to 1.64		2,698,777	4.27		0.30 to 0.75		(11.15) to (10.70	)
Oppenheimer Capital Appreciation Division
2006	43,466,470		0.91 to 1.24		59,766,453	0.37		0.25 to 1.00		6.88 to 7.68
2005	42,058,279		0.84 to 1.16		55,273,128	0.89		0.25 to 1.00		4.06 to 4.84
2004	39,081,354		0.80 to 1.12		50,567,724	0.31		0.25 to 1.00		5.87 to 6.67
2003	36,383,743		0.75 to 2.57		48,581,710	0.36		0.25 to 1.15		5.52 to 30.62
2002	34,490,586		0.58 to 1.97		41,041,331	0.11		0.25 to 0.75		(27.61) to (27.04	)
Oppenheimer Core Bond Division
2006	8,212,158		1.13 to 1.49		11,345,570	5.22		0.25 to 1.00		4.23 to 5.02
2005	8,134,363		1.09 to 1.27		10,800,107	4.96		0.25 to 1.00		1.57 to 2.33
2004	6,791,936		1.07 to 1.39		8,865,167	4.33		0.25 to 1.00		4.44 to 5.23
2003	6,014,636		1.02 to 1.65		7,531,796	4.94		0.25 to 1.15		2.37 to 6.51
2002	8,145,220		1.11 to 1.55		10,904,980	6.76		0.25 to 0.75		8.21 to 8.75
Oppenheimer Global Securities Division
2006	34,064,983		1.48 to 1.69		77,421,284	0.98		0.25 to 1.00		16.52 to 17.40
2005	31,013,195		1.26 to 1.45		62,118,410	0.98		0.25 to 1.00		13.17 to 14.02
2004	28,410,871		1.11 to 1.28		52,392,622	1.20		0.25 to 1.00		17.98 to 18.87
2003	24,535,566		0.92 to 2.63		39,412,655	0.72		0.25 to 1.15		8.33 to 42.66
2002	27,089,663		0.64 to 1.85		36,550,942	0.09		0.25 to 0.75		(22.88) to (22.33	)
Oppenheimer High Income Division
2006	7,465,740		1.22 to 1.45		11,318,681	7.33		0.25 to 1.00		8.34 to 9.15
2005	7,384,700		1.13 to 1.33		10,357,580	6.60		0.25 to 1.00		1.30 to 2.06
2004	7,975,065		1.11 to 1.30		10,973,027	5.15		0.25 to 1.00		7.88 to 8.70
2003	7,365,307		1.03 to 1.80		9,570,904	5.57		0.25 to 1.15		3.09 to 23.65
2002	8,823,194		0.94 to 1.46		10,924,408	9.48		0.25 to 0.75		(3.15) to (2.64	)
Oppenheimer International Growth Division
2006	7,525,936		1.57 to 1.82		12,380,173	0.57		0.25 to 1.00		29.49 to 30.46
2005	5,711,747		1.20 to 1.40		7,318,788	0.78		0.25 to 1.00		12.93 to 13.78
2004	4,567,593		1.06 to 1.24		5,192,020	1.32		0.25 to 1.00		16.68 to 17.56
2003	3,228,425		0.84 to 1.53		3,214,648	1.24		0.25 to 1.15		(10.14) to 52.91
2002	2,237,278		0.56 to 0.81		1,569,562	(0.03	)	0.25 to 0.75		(29.26) to (28.81	)

F-31

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (AS RESTATED) (Continued)

	At December 31,					For the Years Ended December 31,
	Units	Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1		Expense Ratio2 (Lowest to Highest)		Total Return3 (Lowest to Highest)
Oppenheimer Main Street Division
2006	16,475,498	$	1.10 to $1.37	$	20,492,507	1.11	%	0.25% to 1.00	%	13.88% to 14.74	%
2005	16,034,852		0.96 to 1.20		17,750,200	1.31		0.25 to 1.00		4.92 to 5.71
2004	14,935,472		0.91 to 1.14		15,778,180	0.81		0.25 to 1.00		8.37 to 9.19
2003	13,329,573		0.82 to 2.30		13,301,053	0.89		0.25 to 1.15		5.64 to 26.40
2002	15,280,533		0.65 to 1.82		16,175,461	0.35		0.25 to 0.75		(19.55) to (19.00	)
Oppenheimer Main Street® Small Cap Division
2006	2,360,279		2.27 to 2.33		5,396,830	0.15		0.30 to 0.75		14.14 to 14.65
2005	2,183,856		1.99 to 2.03		4,370,534	-		0.30 to 0.75		9.10 to 9.59
2004	1,635,315		1.83 to 1.85		3,003,142	-		0.30 to 0.75		18.53 to 19.06
2003	1,102,442		1.53 to 1.55		1,701,236	-		0.30 to 0.75		43.28 to 43.93
2002	4,105,545		1.07 to 1.08		4,429,243	(0.39	)	0.30 to 0.75		(16.50) to (16.05	)
Oppenheimer MidCap Division
2006	28,853,806		0.66 to 1.34		43,449,488	-		0.25 to 1.00		1.93 to 2.70
2005	28,710,006		0.65 to 1.31		43,167,129	-		0.25 to 1.00		11.21 to 12.05
2004	27,147,269		0.58 to 1.18		37,035,548	-		0.25 to 1.00		18.59 to 19.48
2003	25,274,835		0.48 to 1.83		29,720,811	-		0.25 to 1.15		(0.52) to 25.28
2002	26,992,018		0.39 to 1.47		27,764,548	0.22		0.25 to 0.75		(28.54) to (27.97	)
Oppenheimer Money Division
2006	9,790,601		1.28 to 1.49		12,158,686	4.60		0.30 to 0.75		3.94 to 4.40
2005	9,470,144		1.23 to 1.43		11,291,985	2.74		0.30 to 0.75		2.10 to 2.55
2004	21,261,523		1.21 to 1.39		24,941,893	0.97		0.30 to 0.75		0.23 to 0.68
2003	24,329,314		1.14 to 1.38		29,446,943	0.80		0.30 to 0.75		0.04 to 0.49
2002	35,027,179		1.13 to 1.37		44,477,532	0.97		0.30 to 0.75		0.00 to 72.00
Oppenheimer Strategic Bond Division
2006	8,108,787		1.20 to 1.64		13,064,971	4.02		0.25 to 1.00		6.42 to 7.22
2005	6,990,197		1.13 to 1.50		10,636,966	4.19		0.25 to 1.00		1.65 to 2.41
2004	5,791,920		1.11 to 1.46		8,791,997	4.72		0.25 to 1.00		7.59 to 8.40
2003	5,139,985		1.03 to 1.83		7,480,486	5.60		0.25 to 1.15		3.13 to 17.78
2002	4,889,280		1.10 to 1.56		6,407,010	8.10		0.25 to 0.75		6.64 to 7.18
Panorama Growth Division
2006	1,508,441		1.00 to 1.03		1,541,572	1.20		0.60 to 0.75		13.82 to 13.99
2005	1,454,955		0.88 to 0.90		1,305,890	1.61		0.60 to 0.75		5.62 to 5.78
2004	1,394,609		0.83 to 0.85		1,188,894	1.02		0.60 to 0.75		8.38 to 8.54
2003	1,514,397		0.76 to 0.79		1,190,482	1.12		0.60 to 0.75		25.86 to 26.05
2002	1,628,442		0.61 to 0.63		1,014,436	0.21		0.60 to 0.75		(19.72) to (19.57	)
Panorama Total Return Division
2006	1,033,270		1.15 to 1.23		1,267,312	2.31		0.60 to 0.75		10.87 to 11.03
2005	883,033		1.04 to 1.11		976,855	2.71		0.60 to 0.75		4.00 to 4.15
2004	1,075,988		0.99 to 1.06		1,144,611	1.99		0.60 to 0.75		8.65 to 8.81
2003	1,101,152		0.91 to 0.98		1,078,249	3.34		0.60 to 0.75		20.19 to 20.37
2002	1,446,958		0.76 to 0.81		1,159,819	2.60		0.60 to 0.75		(15.20) to (15.05	)
T. Rowe Price Blue Chip Growth Division
2006	2,146,683		1.30 to 1.51		3,169,404	0.34		0.25 to 1.00		8.58 to 9.39
2005	1,592,328		1.20 to 1.38		2,160,104	0.14		0.25 to 1.00		4.89 to 5.67
2004	806,923		1.14 to 1.31		1,039,044	0.85		0.25 to 1.00		7.60 to 8.41
2003	280,707		1.06 to 1.21		335,792	0.31		0.55 to 1.15		6.17 to 20.61

F-32

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (AS RESTATED) (Continued)

	At December 31,					For the Years Ended December 31,
	Units	Unit Value3 (Lowest to Highest)		Net Assets		Investment Income Ratio1		Expense Ratio2 (Lowest to Highest)		Total Return3 (Lowest to Highest)
T. Rowe Price Equity Income Division
2006	4,339,821	$	1.48 to $1.73	$	7,353,035	1.65	%	0.25% to 1.00	%	17.79% to 18.67	%
2005	3,234,003		1.26 to 1.46		4,635,938	1.75		0.25 to 1.00		2.89 to 3.66
2004	1,449,917		1.22 to 1.41		2,014,809	1.88		0.25 to 1.00		13.78 to 14.63
2003	406,804		1.08 to 1.23		496,163	1.57		0.25 to 1.15		7.63 to 22.71
T. Rowe Price Limited-Term Bond Division
2006	247,154		1.34		331,447	3.97		0.60		3.45
2005	314,012		1.30		407,067	3.56		0.60		1.14
2004	236,250		1.28		302,805	3.28		0.60		0.50
2003	231,241		1.28		294,914	3.97		0.60		3.66
2002	122,868		1.23		151,171	4.33		0.60		4.82
T. Rowe Price Mid-Cap Growth Division
2006	23,841,172		1.46 to 2.14		40,950,385	-		0.25 to 1.00		5.58 to 6.37
2005	24,195,582		1.38 to 1.46		39,403,524	-		0.25 to 1.00		13.60 to 14.45
2004	23,243,032		1.22 to 1.27		33,394,627	-		0.25 to 1.00		17.17 to 18.05
2003	20,748,660		1.01 to 1.55		25,715,635	-		0.25 to 1.15		3.93 to 38.21
2002	15,780,021		0.73 to 1.12		14,304,655	(0.56	)	0.25 to 0.75		(22.00) to (21.45	)
T. Rowe Price New America Growth Division
2006	1,402,287		0.96 to 1.16		1,379,218	0.05		0.30 to 0.75		6.53 to 7.01
2005	1,341,066		0.90 to 1.09		1,237,855		-	0.30 to 0.75		3.69 to 4.16
2004	1,034,953		0.87 to 1.04		920,851	0.06		0.30 to 0.75		10.06 to 10.55
2003	772,165		0.79 to 0.94		627,164	-		0.30 to 0.75		34.10 to 34.70
2002	708,570		0.59 to 0.70		430,066	(0.68	)	0.30 to 0.75		(29.06) to (28.61	)
Templeton Foreign Securities Division
2006	6,650,703		1.45 to 1.64		9,687,757	1.27		0.25 to 1.00		20.24 to 21.14
2005	5,016,877		1.20 to 1.37		6,049,274	1.18		0.25 to 1.00		9.07 to 9.89
2004	3,916,257		1.09 to 1.25		4,303,349	1.03		0.25 to 1.00		17.35 to 18.23
2003	2,919,234		0.91 to 1.32		2,719,055	1.69		0.25 to 1.15		6.75 to 32.05
2002	1,882,949		0.69 to 0.74		1,329,541	0.91		0.25 to 0.75		(19.17) to (18.76	)

¹ The investment income ratios represent the dividends, excluding distributions of capital gains, received by the division from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. Beginning in the year 2003 and forward, these ratios exclude expenses, such as mortality and expense charges, that are assessed against policy owner accounts either through reductions in the unit values or the redemption of units. The recognition of investment income by the division is affected by the timing of the declaration of dividends by the underlying fund in which the division invests.

² The expense ratios represent the annualized policy expenses of Separate Account I, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction of unit values. Charges made directly to policy owner accounts through the redemption of units and expenses of the underlying fund have been excluded.

³ The total returns are for the periods indicated, including changes in the value of the underlying fund, and the expenses assessed through the reduction of unit values. These ratios do not include any expenses assessed through the redemption of units. Investment options with a date notation indicate the effective date of that investment option in the variable account. The total return is calculated for each period indicated from the effective date through the end of the reporting period. As the total return is presented as a range of minimum to maximum values, based on the product grouping representing the related minimum and maximum expense ratio amounts, some individual policy total returns and unit values are not within the ranges presented.

⁴ In 2006, Separate Account I restated its previously reported investment income ratio for 2005 and 2004. This restatement has no impact on the Divisions’ previously reported net assets, net asset value per share or total return. See Note 2 to the financial statements.

F-33

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (AS RESTATED) (Continued)

B. Separate Account I assesses “current” charges associated with the policy. These charges are either assessed as a direct reduction in unit values or through a redemption of units for all policies contained within Separate Account I.

Administrative Charge	$0 - $12 per month per policy
These charges are assessed through the redemption of units.
Face Amount Charge	$0.00 - $0.41 per month per $1,000 face amount of policy; or charge is based on the initial selected face amount of the Policy, the issue age of the insured, and the Policy year in which the deduction is made.
This charge is assessed through a redemption of units.
Insurance Charge/Cost of Insurance Protection Charge/Mortality Charge	$0.00 - $83.33 per $1,000 of insurance risk; or MassMutual may charge up to the maximum rate in the Table of Maximum Monthly Mortality Charges in a Policy. MassMutual may charge less than the maximum. If policies are issued in a Group Case, any changes in these charges will apply to all policies in the same case.
These charges are assessed through a redemption of units.
Asset Charge/Mortality and Expense Risk Charge	Annual Rate: 0.25% - 1.00% of the policy’s average daily net assets held in the Separate Account.
This charge is assessed through a reduction in unit values.

F-34

Notes To Financial Statements (Continued)

8. FINANCIAL HIGHLIGHTS (AS RESTATED) (Continued)

Loan Interest Rate Expense Charge		0.00% - 1.00% of the loan amount
This charge is assessed through a redemption of units.
Rider Charges:
The rider charges do not apply to all segments within Separate Account I These charges are assessed through a redemption of units.
	A.     Accidental Death Benefit	$0.06591- $0.12929 per $1,000 of coverage
	B.     Additional Insurance	$0.01 to $82.50 per $1,000 of insurance risk $0.00 to $0.41 per $1,000 of face amount
	C.     Death Benefit Guarantee	$0.01 per $1,000 of face amount
	D.     Disability Benefit	$0.01 to $0.266 per $1 of monthly deductions $0.00 to $0.04 per $1 of specified benefit amount $0.00 to $0.32 per $100 of specified benefit amount $0.009 to $0.149 per $1 of specified premium
	E.     Estate Protection	$0.00 to $21.96 per $1,000 of insurance risk
	F.     Guaranteed Insurability	$0.03 to $0.11 per $1,000 of option amount
	G.     Insurability Protection	$0.043 to $0.179 per $1,000 of rider face amount
	H.     Other Insured	$0.01 to $79.16 per $1,000 of insurance risk
	I.      Survivorship Term	$0.00 to $80.83 per $1,000 of insurance risk $0.00 to $0.30 per $1,000 of face amount
	J.      Waiver of Monthly Charges	$0.01 to $0.349 per $1 of monthly deductions
	K.     Waiver of Specified Premium	$0.01 to $0.26 per $1 of monthly deduction $0.00 to $0.04 per $1 of specified premium amount

F-35

Independent Auditors’ Report

The Board of Directors and Policyholders of

Massachusetts Mutual Life Insurance Company:

We have audited the accompanying statutory statements of financial position of Massachusetts Mutual Life Insurance Company (the “Company”) as of December 31, 2006 and 2005, and the related statutory statements of income, changes in surplus, and cash flows for each of the years in the three-year period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described more fully in Note 2 to the financial statements, the Company prepared these financial statements using accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance (“statutory accounting practices”), which practices differ from U.S. generally accepted accounting principles. The effects on the financial statements of the variances between the statutory accounting practices and U.S. generally accepted accounting principles, although not reasonably determinable, are presumed to be material.

In our opinion, because of the effects of the variances between the statutory accounting practices and U.S. generally accepted accounting principles discussed in the preceding paragraph, the Company’s financial statements do not present fairly, in conformity with U.S. generally accepted accounting principles, the financial position of the Company as of December 31, 2006 and 2005, or the results of its operations or its cash flows for each of the years in the three-year period ended December 31, 2006. In our opinion, the Company’s financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2006, on the basis of statutory accounting practices as described in Note 2.

We also have examined, in accordance with the attestation standards established by the American Institute of Certified Public Accountants (United States) and the auditing standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 23, 2007 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

/s/ KPMG LLP

February 23, 2007

FF-1

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF FINANCIAL POSITION

	December 31,
	2006		2005
	(In Millions)
Assets:
Bonds	$	40,333	$	37,263
Preferred stocks		255		132
Common stocks – subsidiaries and affiliates		3,177		2,992
Common stocks – unaffiliated		1,145		961
Mortgage loans on real estate		10,007		8,556
Contract loans		7,799		7,284
Real estate		1,265		1,298
Partnerships and limited liability companies		3,776		2,635
Derivatives and other invested assets		987		1,275
Cash, cash equivalents and short-term investments		656		3,884
Total invested assets		69,400		66,280
Investment income due and accrued		670		668
Other than invested assets		1,311		1,171
Total assets excluding separate accounts		71,381		68,119
Separate account assets		37,840		32,575
Total assets	$	109,221	$	100,694

See notes to statutory financial statements.

FF-2

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF FINANCIAL POSITION, continued

	December 31,
	2006		2005
	(In Millions)
Liabilities:
Policyholders’ reserves	$	54,804	$	52,896
Liabilities for deposit-type contracts		3,586		4,339
Contract claims and other benefits		241		258
Policyholders’ dividends		1,245		1,172
General expenses due or accrued		730		595
Federal income taxes		125		69
Asset valuation reserve		1,694		1,466
Reverse repurchase agreements		1,183		244
Other liabilities		873		1,063
Total liabilities excluding separate accounts		64,481		62,102
Separate account liabilities		37,713		31,904
Total liabilities		102,194		94,006
Surplus		7,027		6,688
Total liabilities and surplus	$	109,221	$	100,694

See notes to statutory financial statements.

FF-3

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF INCOME

	Years Ended December 31,
	2006			2005		2004
	(In Millions)
Revenue:
Premium income	$	12,484		$	11,854	$	12,500
Net investment income		4,155			4,022		3,838
Fees and other income		388			343		311
Total revenue		17,027			16,219		16,649
Benefits and expenses:
Policyholders’ benefits, payments and interest on deposit-type contracts		10,187			9,531		7,795
Change in policyholders’ reserves		3,494			3,498		5,827
General insurance expenses		1,090			914		1,112
Commissions		513			488		520
State taxes, licenses and fees		112			111		107
Total benefits and expenses		15,396			14,542		15,361
Net gain from operations before dividends and federal income taxes		1,631			1,677		1,288
Dividends to policyholders		1,226			1,155		996
Net gain from operations before federal income taxes		405			522		292
Federal income tax (benefit) expense		(50	)		73		132
Net gain from operations		455			449		160
Net realized capital gains (after tax expense of $77 million, $58 million and $30 million and transfers of net loss to the interest maintenance reserve of $(76) million, $(168) million and $(28) million, respectively)		248			214		137
Net income	$	703		$	663	$	297

See notes to statutory financial statements.

FF-4

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF CHANGES IN SURPLUS

	Years Ended December 31,
	2006			2005			2004
	(In Millions)
Surplus, beginning of year	$	6,688		$	6,291		$	6,282
Increase due to:
Net income		703			663			297
Change in net unrealized capital gains		84			209			120
Change in net unrealized foreign exchange capital gains		4			84			39
Change in asset valuation reserve		(228	)		(326	)		(252	)
Change in non-admitted assets		(136	)		(193	)		(246	)
Change in reserve valuation basis		—			11			6
Change in net deferred income taxes		(42	)		29			59
Prior period disability reserve adjustment		—			(61	)		—
Other prior period adjustments		(46	)		(15	)		(5	)
Other		—			(4	)		(9	)
Net increase		339			397			9
Surplus, end of year	$	7,027		$	6,688		$	6,291

See notes to statutory financial statements.

FF-5

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2006			2005			2004
	(In Millions)
Cash from operations:
Premium and other income collected	$	12,871		$	12,180		$	12,871
Net investment income		3,881			3,828			3,890
Benefit payments		(10,023	)		(9,303	)		(7,630	)
Net transfers to separate accounts		(1,672	)		(1,458	)		(3,327	)
Commissions and other expenses		(1,549	)		(1,510	)		(1,770	)
Dividends paid to policyholders		(1,153	)		(999	)		(1,100	)
Federal and foreign income taxes recovered (paid)		6			(340	)		85
Net cash from operations		2,361			2,398			3,019
Cash from investments:
Proceeds from investments sold, matured, or repaid:
Bonds		14,374			21,679			11,699
Common stocks – unaffiliated		1,188			747			539
Mortgage loans on real estate		2,094			2,743			1,978
Real estate		157			240			703
Other		1,362			595			802
		19,175			26,004			15,721
Cost of investments acquired:
Bonds		(17,151	)		(20,313	)		(17,421	)
Common stocks - unaffiliated		(1,161	)		(621	)		(591	)
Mortgage loans on real estate		(3,556	)		(2,459	)		(3,159	)
Real estate		(154	)		(4	)		(302	)
Other		(2,290	)		(2,141	)		(1,180	)
		(24,312	)		(25,538	)		(22,653	)
Net increase in contract loans		(514	)		(373	)		(348	)
Net cash from investments		(5,651	)		93			(7,280	)
Cash from financing and other sources:
Net (withdrawals) deposits on deposit-type contracts		(1,006	)		(771	)		994
Reverse repurchase agreements		939			192			(136	)
Other cash provided (applied)		129			(324	)		(836	)
Net cash provided (applied) from financing and other sources		62			(903	)		22
Net change in cash, cash equivalents and short-term investments		(3,228	)		1,588			(4,239	)
Cash, cash equivalents and short-term investments, beginning of year		3,884			2,296			6,535
Cash, cash equivalents and short-term investments, end of year	$	656		$	3,884		$	2,296

See notes to statutory financial statements.

FF-6

NOTES TO STATUTORY FINANCIAL STATEMENTS

1. Nature of operations

MassMutual Financial Group (“MMFG”) is comprised of Massachusetts Mutual Life Insurance Company (the “Company”) and its subsidiaries. MMFG is a global, diversified financial services organization providing life insurance, disability income insurance, long-term care insurance, annuities, structured settlement annuities, retirement and savings products, investment management, mutual funds, and trust services to individual and institutional customers. The Company is organized as a mutual life insurance company.

2. Summary of significant accounting policies and practices

a. Basis of presentation

The statutory financial statements have been prepared in conformity with the statutory accounting practices of the National Association of Insurance Commissioners (“NAIC”) and the accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance (“Division”).

Statutory accounting practices are different in some respects from financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”). The more significant differences between statutory accounting principles and GAAP are as follows: (a) certain acquisition costs, such as commissions and other variable costs, that are directly related to acquiring new business, are charged to current operations as incurred, whereas GAAP generally capitalizes these expenses and amortizes them based on profit emergence over the expected life of the policies or over the premium payment period; (b) statutory policy reserves are based upon the Commissioners’ Reserve Valuation Method or net level premium method and prescribed statutory mortality, morbidity and interest assumptions, whereas GAAP reserves would generally be based upon the net level premium method or the estimated gross margin method, with estimates of future mortality, morbidity and interest assumptions; (c) bonds are generally carried at amortized cost, whereas GAAP generally reports bonds at fair value; (d) deferred income taxes, which provide for book versus tax temporary differences, are subject to limitation and are charged to surplus, whereas GAAP would include the change in deferred taxes in net income; (e) payments received for universal and variable life insurance products and variable annuities are reported as premium income and changes in reserves, whereas GAAP would treat these payments as deposits to policyholders’ account balances; (f) majority-owned subsidiaries and variable interest entities where the company is the primary beneficiary and certain controlled entities are accounted for using the equity method, whereas GAAP would consolidate these entities; (g) surplus notes are reported in surplus, whereas GAAP would report these notes as liabilities; (h) assets are reported at “admitted asset” value and “non-admitted assets” are excluded through a charge against surplus, whereas GAAP records these assets net of any valuation allowance; (i) reinsurance reserve credits are reported as a reduction of policyholders’ reserves and liabilities for deposit-type contracts, whereas GAAP would report these balances as an asset; (j) an asset valuation reserve (“AVR”) is reported as a contingency reserve to stabilize surplus against fluctuations in the value of stocks, real estate investments, partnerships, and limited liability companies (“LLCs”) as well as credit-related declines in the value of bonds and mortgage loans, whereas GAAP does not

FF-7

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

record this reserve; (k) after-tax realized capital gains and losses which result from changes in the overall level of interest rates for all types of fixed-income investments and interest-related hedging activities are deferred into the interest maintenance reserve (“IMR”) and amortized into revenue, whereas GAAP reports these gains and losses as revenue; (l) changes in the fair value of derivative financial instruments are recorded as changes in surplus, whereas GAAP generally reports these changes as revenue unless deemed an effective hedge; (m) comprehensive income is not presented, whereas GAAP presents changes in unrealized capital gains and losses, minimum pension liability, and foreign currency translations as other comprehensive income; (n) embedded derivatives are recorded as part of the underlying contract, whereas GAAP would identify and bifurcate certain embedded derivatives from the underlying contract or security and account for them separately; and (o) certain group annuity and universal life contracts which do not pass through all investment gains to contract holders are maintained in the separate accounts, whereas GAAP reports these contracts in the general account assets and liabilities of the Company.

The preparation of financial statements requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the statutory financial statements, and the reported amounts of revenues and expenses during the reporting periods. The most significant estimates include those used in determining the carrying values of investments and derivatives, the liability for future policyholders’ reserves and deposit-type contracts, and the amount of investment valuation reserves on mortgage loans, real estate held for sale, other-than-temporary impairments and the liability for taxes. Future events including, but not limited to, changes in the levels of mortality, morbidity, interest rates, persistency and asset valuations, could cause actual results to differ from the estimates used in the statutory financial statements. Although some variability is inherent in these estimates, management believes the amounts presented are appropriate.

b. Corrections of errors and reclassifications

During 2006, the Company recorded a net pretax decrease to surplus of approximately $103 million attributable to corrections of prior year errors. The Company recorded $46 million through other prior period adjustments, a component of changes in surplus, $41 million through the change in non-admitted assets, and $16 million through the change in net unrealized capital gains. The $16 million decrease was attributable to a pricing error that resulted in an overstatement in the carrying value of common stock and surplus as of December 31, 2005.

Other prior period adjustments of $46 million includes $18 million attributable to the establishment of a liability for postemployment benefits for home office employee severance plans and $18 million attributable to the correction in non-traditional life insurance reserves related to errors in a prior year mortality study and mortality factors.

In 2006, the Company recorded tax corrections which decreased surplus by $48 million, of which $41 million was recorded through surplus as a change in non-admitted assets, and $7 million was recorded through other prior period adjustments. In 2002 and 2003, the Company had incorrectly recorded its net deferred tax asset and federal income tax

FF-8

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

liability. The correction of these items to the net deferred tax asset in 2006 was non-admitted. These errors relate to the reporting of tax settlements with the federal government and the adjustment to taxes following the submission of the Company’s 2001 federal income tax return.

During 2005, the Company implemented a new disability income active life reserve system. As a result, the Company recorded a prior period disability reserve adjustment increasing the active life reserves by $52 million and disabled life reserves by $9 million, and these increases were recorded as a charge to surplus. These adjustments for both years complied with Statutory Statement of Accounting Principles (“SSAP”) No. 3 “Accounting Changes and Corrections of Errors.”

During 2006, the Company reclassified custodial receipt investments of $906 million from cash, cash equivalents and short-term investments to bonds in its Statutory Statements of Financial Position. Additionally, the reclassification was recorded as bonds acquired in the Statutory Statements of Cash Flows. The reclassification was made after the NAIC Securities Valuation Office (“SVO”) designated the custodial receipts as long-term bonds. The associated net investment income is now reported as long-term bond income. This change had no impact on net income. The December 31, 2005 custodial receipt investments’ balances totaling $868 million was not reclassified. If these balances were reclassified, the December 31, 2005 cash, cash equivalents and short-term investments’ and bonds’ balances would have been $3,016 million and $38,131 million, respectively.

Certain 2005 balances have been reclassified to conform to the current year presentation.

c. Bonds

Generally, bonds are valued at amortized cost using the constant yield interest method. Bond transactions are recorded on a trade date basis, except for private placement bonds which are recorded on the funding date.

The fair value of bonds is based on values provided by the NAIC’s Securities Valuation Office (“SVO”) when available. If SVO values are not available, quoted market values provided by other third-party organizations are used. If quoted market values are unavailable, fair value is estimated by discounting expected future cash flows using current market rates applicable to yield, credit quality and maturity of the investment or using quoted market values for comparable investments.

For fixed income securities that do not have a fixed schedule of payments, such as asset-backed, mortgage-backed and structured securities, the effect on amortization or accretion is revalued quarterly based on the current estimated cash flows, using either the prospective or retrospective adjustment methodologies, consistently applied by type of security. Certain high quality fixed income securities follow the retrospective method of accounting. Under the retrospective method, the recalculated effective yield equates the present value of the actual and anticipated cash flows, including new prepayment assumptions, to the original cost of the investment. Prepayment assumptions are based on borrower constraints and economic incentives such as the original term, age and

FF-9

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

coupon of the loan as affected by the interest rate environment. The current carrying value is then increased or decreased to the amount that would have resulted had the revised yield been applied since inception, and investment income is correspondingly decreased or increased. The Company has elected to use the book value as of January 1, 1994 as the cost for applying the retrospective adjustment method to securities purchased prior to that date. All other fixed securities, such as floating rate bonds and interest only securities, follow the prospective method of accounting. Under the prospective method, the recalculated future effective yield equates the carrying value of the investment to the present value of the anticipated future cash flows.

The carrying values of bonds, mortgage-backed and asset-backed securities are written down to fair value when a decline in value is considered to be other-than-temporary. The Company considers the following factors in the evaluation of whether a non-interest related decline in value is other-than-temporary: (a) the financial condition and near-term prospects of the issuer; (b) the likelihood that the Company will be able to collect all amounts due according to the contractual terms of a debt security in effect at the date of acquisition; (c) the Company’s ability and intent to hold the investment for a period of time sufficient to allow for an anticipated recovery in value; and (d) the period and degree to which the market value has been below cost. The Company considers the following factors in the evaluation of whether an interest related decline in value is other-than-temporary: (a) the Company’s near term intent to sell; (b) the Company’s contractual and regulatory obligations; and (c) the Company’s ability to hold the investment until anticipated recovery of the cost of the investment. The Company conducts a quarterly management review of all bonds including those in default, not-in-good standing, or valued below 80% of cost. The Company also considers other qualitative and quantitative factors in determining the existence of other-than-temporary impairments including, but not limited to, unrealized loss trend analysis and significant short-term changes. If the impairment is other-than-temporary, a direct write-down is recognized in realized capital losses and a new cost basis is established.

d. Preferred stocks

Generally, preferred stocks in good standing are valued at amortized cost. Preferred stocks not in good standing are valued at the lower of amortized cost or fair value. Fair values of preferred stocks are based on published market values, where available. For preferred stocks without readily ascertainable market value, the Company has determined an estimated fair value using broker-dealer quotations or managements’ pricing model.

As of December 31, 2006 and 2005, the Company had a carrying value of $145 million and $22 million, respectively, in preferred stocks for which the transfer of ownership was restricted by contractual requirements.

e. Common stocks – subsidiaries and affiliates

Common stocks of unconsolidated subsidiaries, including MassMutual Holding LLC (“MMHLLC”) and C.M. Life Insurance Company (“C.M. Life”), are accounted for using the equity method. The Company accounts for the value of its investment in its subsidiary, MMHLLC, at its underlying GAAP net equity, adjusted for certain non-

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

admitted assets. Operating results, less dividend distributions, for MMHLLC are reflected as net unrealized capital gains in the Statutory Statements of Changes in Surplus. Dividend distributions by MMHLLC are recorded in net investment income. Dividend distributions to the Company are limited to MassMutual’s equity in MMHLLC.

f. Common stocks – unaffiliated

Common stocks, including warrants, are valued at fair value with unrealized capital gains and losses included as a change in surplus. Common stock transactions are recorded on a trade date basis.

The fair value of common stocks is based on values provided by the SVO when available. If SVO values are not available, quoted market values provided by other third-party organizations are used. If quoted market values are unavailable, fair value is estimated by using internal models.

The cost basis of common stocks is adjusted for impairments deemed to be other-than-temporary. The Company considers the following factors in the evaluation of whether a decline in value is other-than-temporary: (a) the financial condition and near-term prospects of the issuer; (b) the Company’s ability and intent to hold the investment for a period of time sufficient to allow for an anticipated recovery in value; and (c) the period and degree to which the market value has been below cost. The Company conducts a quarterly management review of all common stock issuers including those not-in-good standing or valued below 70% of cost. The Company also considers other qualitative and quantitative factors in determining the existence of other-than-temporary impairments including, but not limited to, unrealized loss trend analysis and significant short-term changes. If the impairment is other-than-temporary, a direct write-down to fair value is recognized in realized capital losses and a new cost basis is established.

g. Mortgage loans on real estate

Mortgage loans are valued at the unpaid principal balance of the loan, net of unamortized premiums and discounts, non-refundable commitment fees and mortgage interest points, and valuation allowances. The mortgage loan portfolio is comprised of commercial mortgage loans, including mezzanine loans, and residential mortgage loan pools. Mezzanine loans are loans secured by a pledge of direct or indirect equity interest in an entity that owns real estate. Residential mortgage loan pools are pools of homogeneous residential mortgage loans substantially backed by Federal Housing Administration and Veterans Administration guarantees.

The fair value of mortgage loans is estimated by discounting expected future cash flows using current interest rates for similar loans with similar credit risk. For non-performing loans, the fair value is the estimated collateral value of the underlying real estate.

When, based upon current information and events, it is probable that the Company will be unable to collect all amounts of principal and interest due according to the contractual terms of the mortgage loan agreement, a valuation allowance is established for the excess of the carrying value of the mortgage loan over its fair value. Collectibility and estimated

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

recoveries are assessed on a loan-by-loan basis considering all events and conditions relevant to the loan. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available, as changes occur in the market or as negotiations with the borrowing entity evolve. Changes to the valuation allowance are recorded as unrealized capital losses in surplus.

When an event occurs resulting in an impairment that is other-than-temporary, a direct write-down is recognized in realized capital losses and a new cost basis is established. An impairment is deemed other-than-temporary when foreclosure proceedings or other procedures leading to the acquisition of the collateral are initiated, the acquisition of the collateral is probable, and a reasonable estimate of the collateral value has been determined.

Interest income earned on impaired loans is accrued on the outstanding principal balance of the loan based on the loan’s contractual coupon rate. Interest is not accrued for impaired loans more than 60 days past due, for loans delinquent more than 90 days, or when collection is improbable. The Company continually monitors mortgage loans where the accrual of interest has been discontinued, and will resume the accrual of interest on a mortgage loan when the facts and circumstances of the borrower and property indicate that the payments will continue to be received per the terms of the original mortgage loan agreement or modified mortgage loan agreement.

h. Contract loans

Contract loans are carried at the outstanding loan balance less amounts unsecured by the cash surrender value of the policy. At issuance, contract loans are fully secured by the cash surrender value of the policy. Unsecured amounts can occur when subsequent charges are incurred on the underlying policy without the receipt of additional premium. Unsecured amounts were approximately $1 million as of December 31, 2006 and 2005, which were non-admitted. The majority of contract loans are variable rate loans adjusted annually. The carrying value for contract loans approximates the fair value reported in the Statutory Statements of Financial Position. Accrued investment income on contract loans more than 90 days past due is included in the unpaid balance of the contract loan.

i. Real estate

Investment real estate, which the Company has the intent to hold for the production of income, and real estate occupied by the Company are carried at depreciated cost, less encumbrances. Depreciated cost is adjusted for impairments whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable, with the impairment being included in realized capital losses. Depreciation is calculated using the straight-line method over the estimated useful life of the real estate holding, not to exceed 40 years. Depreciation expense is included in net investment income.

Real estate held-for-sale is carried at the lower of depreciated cost or fair value, less selling costs. Real estate classified as held-for-sale is not depreciated. Adjustments to the carrying value of real estate held-for-sale are recorded when fair value less selling costs is below depreciated cost and are included in realized capital losses.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Real estate acquired in satisfaction of debt is recorded at the lower of cost or fair value at the date of foreclosure.

Fair value is generally estimated using the present value of expected future cash flows discounted at a rate commensurate with the underlying risks. The Company also obtains external appraisals for a rotating sample of properties on an annual basis.

j. Partnerships and limited liability companies

Partnerships and LLCs, except for investments in partnerships which generate low income housing tax credits (“LIHTC”), are accounted for using the equity method with the change in the equity value of the underlying investment recorded in surplus. When it appears probable that the Company will be unable to recover the outstanding carrying value of an investment, or there is evidence indicating an inability of the investee to sustain earnings to justify the carrying value of the investment, an other-than-temporary impairment is recognized in realized capital losses for the excess of the carrying value over the estimated fair value of the investment. The estimated fair value is determined by assessing the value of the partnership or LLC’s underlying assets, cash flow, current financial condition and other market factors. Distributions not deemed to be a return of capital are recorded in net investment income when received.

Investments in partnerships which generate LIHTC are carried at amortized cost unless considered impaired. Under the amortized cost method, the excess of the carrying value of the investment over its estimated residual value is amortized into income during the period in which tax benefits are allocated. For determining impairments in partnerships which generate LIHTC, the Company uses the present value of all future benefits, the majority of which are tax credits, discounted at a 6.0% risk free rate of return and compares the result to its current book value. Impairments are recognized as realized capital losses.

k. Derivatives and other invested assets

Other investments consist of investments in derivative financial instruments and other miscellaneous investments.

The Company uses derivative financial instruments in the normal course of business to manage risks, primarily to reduce interest rate and duration imbalances determined in asset/liability analyses. The Company also uses a combination of derivatives and fixed income investments to create synthetic investment positions. These combined investments are created opportunistically when they are economically more attractive than the replicated instrument or when the replicated instrument is unavailable. To a much lesser extent, some of these combinations are considered replication (synthetic asset) transactions as permitted under statutory accounting principles. The Company’s derivative strategy employs a variety of derivative financial instruments, including interest rate swaps, currency swaps, equity and credit default swaps, options, interest rate caps and floors, forward commitments, and financial futures. Investment risk is assessed on a portfolio basis and individual derivative financial instruments are not designated in hedging relationships; therefore, as allowed by accounting rules, the Company specifically and intentionally made the decision not to apply hedge accounting.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Derivative financial instruments are carried at estimated fair value, which is based primarily upon quotations obtained from independent sources. Changes in the fair value of these instruments are recorded as unrealized capital gains and losses in surplus. Gains and losses realized on the termination, closing or assignment of contracts are recorded as realized capital gains and losses. Amounts receivable and payable are accrued.

l. Cash, cash equivalents and short-term investments

The Company considers all highly liquid investments purchased with maturities of three months or less to be cash and cash equivalents.

Short-term investments, which are carried at amortized cost, consist of all highly liquid investments purchased with maturities of greater than three months and less than or equal to 12 months. Repurchase agreements and investments in money market mutual funds are classified as short-term investments.

The Company has entered into repurchase agreements whereby the Company purchases securities and simultaneously agrees to resell the same or substantially the same securities. Repurchase agreements are accounted for as collateralized lendings with the cash paid for the securities recorded in the statutory financial statements as a short-term investment. The underlying securities are not recorded as investments owned by the Company. The difference between the amount paid and the amount at which the securities will be subsequently resold is reported as interest income. At purchase, the Company requires collateral in the form of securities having a fair value of a minimum of 102% of the securities’ purchase price. If at anytime the fair value of the collateral declines to less than 100% of the securities’ purchase price, the counterparty is obligated to provide additional collateral to bring the total collateral held by the Company to at least 102% of the securities’ purchase price.

The carrying value reported in the Statutory Statements of Financial Position for these instruments approximates the fair value.

m. Securities lending

The Company participates in a fee-based securities lending program whereby certain securities are loaned to third-party brokers. The Company retains control over loaned securities, which remain assets of the Company and are not removed from the accounting records. The Company has the ability to sell the securities while on loan. Fees received for loaning the securities, net of direct expenses, are recorded in net investment income.

The Company’s policy requires a minimum of 102% of the market value of the loaned securities to be separately held at third party institutions as collateral for the loans; however, the Company does not record or have use of the collateral. Collateral may include treasury securities, agency bonds, mortgage-backed securities and investment grade corporate securities. The Company has the right to terminate the program at any time without penalty.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

n. Investment income due and accrued

Accrued investment income consists primarily of interest and dividends. Interest is recognized on an accrual basis and dividends are recorded as earned on the ex-dividend date. Due and accrued income is not recorded on: (a) bonds in default; (b) impaired bonds and mortgage loans more than 60 days past due; (c) bonds and mortgage loans delinquent more than 90 days or where collection of interest is improbable; (d) rent in arrears for more than 90 days; and (e) contract loan interest due and accrued in excess of the cash surrender value of the underlying contract.

o. Other than invested assets

Other than invested assets primarily includes deferred taxes, fixed assets, goodwill, outstanding premium, and reinsurance recoverables.

Fixed assets are included in other than invested assets at cost less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the assets. Estimated lives range from one to ten years for leasehold improvements and three to ten years for all other fixed assets. Most unamortized software and office equipment are non-admitted assets.

Goodwill, which consists of a management contract assumed when the ownership of an affiliate was transferred to the Company in 2006, was $9 million, net of accumulated amortization of $2 million, as of December 31, 2006. The goodwill will be amortized to unrealized capital losses through 2009. In those instances when goodwill results from the purchase of a subsidiary, it shall be amortized to unrealized capital losses over the period in which the acquiring entity benefits economically, not to exceed 10 years.

p. Non-admitted assets

Assets designated as non-admitted by the NAIC include furniture, certain equipment, unamortized software, the amount of the deferred tax asset that will not be realized by the end of the next calendar year, the prepaid pension plan asset, the interest maintenance reserve in a net asset position, certain investments in partnerships for which audits are not performed, and certain other receivables, advances and prepayments. Such amounts are excluded from the Statutory Statements of Financial Position.

q. Separate accounts

Separate account assets and liabilities represent segregated funds administered and invested by the Company for the benefit of individual and group variable annuity, variable life, and other insurance policyholders. Assets consist principally of marketable securities reported at fair value and are not available to satisfy liabilities that arise from any other business of the Company. Separate account liabilities represent segregated policyholder funds administered and invested by the Company to meet specific investment objectives of the policyholders. The Company receives administrative and investment advisory fees from these accounts.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Separate accounts reflect two categories of risk assumption: non-guaranteed separate accounts, for which the policyholder assumes the investment risk; and guaranteed separate accounts for which the Company contractually guarantees either a minimum return or minimum account value to the policyholder. Premium income, benefits and expenses of the separate accounts are reported as a component of net income. Investment income and realized and unrealized capital gains and losses on the assets of separate accounts accrue to policyholders and, accordingly, are not recorded as a component of net income.

The Company may transfer investments from the general account to seed separate investment accounts. Investments transferred to separate accounts are transferred at their fair market value on the date the transaction occurs. Gains related to the transfer are deferred to the extent that the Company maintains a proportionate interest in the separate account. The deferred gain is recognized as the Company’s ownership decreases or when the separate account sells the underlying asset during the normal course of business. Realized capital losses associated with these transfers are recognized immediately.

r. Policyholders’ reserves

Policyholders’ reserves provide amounts adequate to discharge estimated future obligations in excess of estimated future premium on policies in force.

Reserves for life insurance contracts are developed using accepted actuarial methods computed principally on the net level premium and the Commissioners’ Reserve Valuation Method bases using the American Experience and the 1941, 1958, 1980 and 2001 Commissioners’ Standard Ordinary mortality tables with assumed interest rates.

Reserves for individual annuities are based on account value or accepted actuarial methods, generally the Commissioners’ Annuity Reserve Valuation Method, using applicable interest rates.

Disability income policy reserves are generally calculated using the two year preliminary term, net level premium and fixed net premium methods, and using the 1964 Commissioner Disability Table and the 1985 Commissioner Individual Disability Table A morbidity tables with assumed interest rates.

Disabled life claim reserves are calculated using an actuarially accepted methodology and the 1964 Commissioner Disability Table, 1985 Commissioner Individual Disability Table A, and 2001 Commissioner Individual Disability Table C morbidity tables.

Unpaid claims and claim expense reserves are related to disability and long-term care claims with long-tail payouts. Unpaid disability claim liabilities are projected based on the average of the last three disability payments paid prior to the valuation date. Claim expense reserves are based on an analysis of the unit expenses related to the processing and examination of new and ongoing claims. Interest accrued on reserves is calculated by applying NAIC prescribed interest rates to the average reserves by incurral year.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Tabular interest, tabular less actual reserves released, and tabular cost for all life contracts are determined in accordance with NAIC annual statement instructions. Traditional life, permanent and term products use a formula that applies a weighted-average interest rate determined from a seriatim valuation file to the mean average reserves. Universal life, variable life and group life insurance products use a formula which applies a weighted-average credited rate to the mean account value.

The Company waives deduction of deferred fractional premium at death and returns any portion of the final premium beyond the date of death. Reserves are computed using continuous functions to reflect these practices.

The same reserve methods applied to standard policies are used for substandard reserve calculations that are based on a substandard mortality rate (a multiple of standard reserve tables).

The Company had total life insurance in force of $324,110 million and $299,843 million as of December 31, 2006 and 2005, respectively. Of this total, the Company had $37,083 million and $27,595 million of life insurance in force as of December 31, 2006 and 2005, respectively, for which the gross premium was less than the net premium according to the standard valuation set by the Division. The gross premium is less than the net premium needed to establish the reserves because the statutory reserves must use industry standard mortality tables, while the gross premium calculated by pricing uses mortality tables that reflect both the Company’s experience and the transfer of mortality risk to reinsurers.

Certain variable universal life and variable individual annuity products issued by the Company offer various guaranteed minimum death, accumulation and income benefits. The liabilities for guaranteed minimum death benefits (“GMDB”), guaranteed minimum accumulation benefits (“GMAB”), and guaranteed minimum income benefits (“GMIB”) are included in policyholders’ reserves and the related changes in these liabilities are included in change in policyholders’ reserves.

A GMDB generally provides a benefit if the contract holder dies and the contract value is less than a specified amount. This amount is based on the premium paid less amounts withdrawn or contract value on a specified anniversary date. For an annuity contract, a decline in the stock market causing the contract value to fall below this specified amount will increase the net amount at risk, which is the GMDB in excess of the contract value.

A GMAB is a living benefit that provides the contract holder with a guaranteed minimum contract value at a specified time after its inception. If the account value is below that guarantee at the end of the specified period, it is increased to the guaranteed level and the contract continues from that point. Options for the guarantee period are 10 and 20 years. The 10 year variant may be reset annually after an initial two year period; resetting the benefit restarts the 10 year waiting period. In general, the GMAB requires a guaranteed term selection and adherence to limitations required by an approved asset allocation strategy.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

A GMIB is a living benefit that provides the contract holder with a guaranteed minimum annuitization value. The GMIB would be beneficial to the contract holder if the contract holder’s account value is lower than the GMIB value at the time of annuitization.

The Company’s annuity and variable universal life GMDB, GMAB, and GMIB reserves are calculated in accordance with actuarial guidelines.

All policyholders’ reserves and accruals are based on the various estimates discussed previously and are presented net of reinsurance. Management believes that these liabilities and accruals will be sufficient, in conjunction with future revenues, to meet future anticipated obligations of policies and contracts in force.

s. Liabilities for deposit-type contracts

Reserves for funding agreements, dividend accumulations, premium deposit funds and investment-type contracts such as supplementary contracts not involving life contingencies and certain structured settlement annuities are based on account value or accepted actuarial methods using applicable interest rates. Fair value is estimated by discounting expected future cash flows using current market rates.

t. Policyholders’ dividends

The liability for policyholders’ dividends includes the estimated amount of annual dividends and settlement dividends expected to be paid to policyholders in the following year. Policyholders’ dividends incurred are recorded in the Statutory Statements of Income. Dividends expected to be paid to policyholders in the following year are approved annually by the Company’s Board of Directors. The allocation of these dividends to policyholders reflects the relative contribution of each group of participating policies to surplus and considers, among other factors, investment returns, mortality and morbidity experience, expenses, and income tax charges. Settlement dividends are an extra dividend payable at termination of a policy upon maturity, death, or surrender.

u. Asset valuation reserve

The Company maintains an asset valuation reserve (“AVR”). The AVR is a contingency reserve to stabilize surplus against fluctuations in the statement value of stocks, real estate investments, partnerships and LLCs as well as credit-related declines in the value of bonds and mortgage loans. AVR is reported in the Statutory Statements of Financial Position and the change in AVR is reported in the Statutory Statements of Changes in Surplus.

v. Reverse repurchase agreements

The Company has entered into reverse repurchase agreements whereby the Company sells securities and simultaneously agrees to repurchase the same or substantially the same securities. Reverse repurchase agreements are accounted for as collateralized borrowings, with the proceeds from the sale of the securities recorded as a liability and

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

the underlying securities recorded as an investment by the Company. Earnings on these investments are recorded as investment income and the difference between the proceeds and the amount at which the securities will be subsequently reacquired is amortized as interest expense, a component of investment expense which is classified as net investment income on the Statutory Statements of Income.

The Company provides collateral as dictated by the reverse repurchase agreement to the counterparty in exchange for a loan amount. If the fair value of the securities sold becomes less than the loan amount, the counterparty may require additional collateral.

w. Other liabilities

Other liabilities primarily include liabilities related to collateral held on derivative contracts, due and accrued expenses, and amounts held for agents.

x. Surplus

Surplus of the Company is reported to regulatory authorities and is intended to protect policyholders against possible adverse experience.

y. Participating contracts

Participating contracts issued by the Company represented approximately 67% and 65% of the Company’s policyholders’ reserves and liabilities for deposit-type contracts as of December 31, 2006 and 2005, respectively.

z. Reinsurance

The Company enters into reinsurance agreements with other insurance companies in the normal course of business in order to limit its insurance risk. Premium income, benefits to policyholders, and policyholders’ reserves are stated net of reinsurance. Premium income, commissions, expense reimbursements, benefits and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. The Company remains primarily liable to the insured for the payment of benefits if the reinsurer cannot meet its obligations under the reinsurance agreements.

aa. Premium and related expense recognition

Life insurance premium revenue is generally recognized annually on the anniversary date of the policy and excess premium for flexible products is recognized when received. Annuity premium is recognized as revenue when received. Disability income premium is recognized as revenue when due. Commissions and other costs related to issuance of new policies, and policy maintenance and settlement costs are charged to current operations when incurred. Surrender fee charges on certain life and annuity products are recorded as a reduction of benefits and expenses.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

bb. Realized and unrealized capital gains and losses

Realized capital gains and losses, net of taxes, exclude gains and losses deferred into the IMR and gains and losses of the separate accounts. Realized capital gains and losses are recognized in net income and are determined using the specific identification method.

All after-tax realized capital gains and losses which result from changes in the overall level of interest rates for all types of fixed-income investments and interest-related hedging activities are deferred into the IMR and amortized into revenue. These interest-related gains and losses are amortized into net investment income using the grouped method over the remaining life of the investment sold or, in the case of derivative financial instruments, over the remaining life of the underlying asset.

Unrealized capital gains and losses are recorded as a change in surplus.

3. New accounting standards

a. Adoption of new accounting standards

In June 2005, the National Association of Insurance Commissioners (“NAIC”) issued Statement of Statutory Accounting Principles (“SSAP”) No. 90 “Accounting for the Impairment or Disposal of Real Estate Investments, and Discontinued Operations” with an effective date of January 1, 2006. SSAP No. 90 establishes statutory accounting principles for the impairment or disposal of real estate investments and the treatment of long-lived assets associated with discontinued operations including non-admitted intangible assets other than goodwill. It also establishes statutory accounting principles for properties held for sale. Those properties shall be carried at the lower of depreciated cost or fair value less encumbrances and estimated costs to sell the property. Depreciation is not recognized on held for sale properties. An impairment loss shall be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Adoption of this statement did not result in a material impact to the Company’s financial condition or results of operations.

In June 2005, the NAIC issued SSAP No. 93 “Accounting for Low Income Housing Tax Credit Property Investments” with an effective date of January 1, 2006. SSAP No. 93 establishes statutory accounting principles for investments in federal and certain state sponsored Low Income Housing Tax Credit (“LIHTC”) properties. State sponsored LIHTC programs that are not in compliance with SSAP No. 93 shall continue to be accounted for in accordance with the requirements of SSAP No. 48 “Joint Ventures, Partnerships and Limited Liability Companies.” The Company recorded a charge to surplus, through other, a component of changes in surplus, of $20 million to convert the LIHTC investment book values from the equity method to the amortized cost method and a related deferred tax asset of $7 million resulting in a $13 million cumulative effect adjustment after tax. Due to the non-admission of certain deferred tax assets under SSAP No. 10 “Income Taxes”, the deferred tax asset of $7 million was non-admitted resulting in a $20 million overall reduction to surplus.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

In June 2006, the NAIC issued SSAP No. 94 “Accounting for Transferable State Tax Credits” with an effective date of December 31, 2006. SSAP No. 94 establishes statutory accounting principles for transferable state tax credits that are consistent with the Statutory Accounting Principles Statement of Concepts and Statutory Hierarchy. Transferable state tax credits held by reporting entities meet the definition of assets as specified in SSAP No. 4 “Assets and Nonadmitted Assets” and will be admissible assets to the extent the tax credits comply with the requirements of this statement. Adoption of this statement occurred in the fourth quarter of 2006 and did not result in a material impact to the Company’s financial condition or results of operations.

b. Future adoption of accounting standards

In September 2006, the NAIC issued SSAP No. 95 “Exchanges of Nonmonetary Assets, A Replacement of SSAP No. 28 – Nonmonetary Transactions” with an effective date of January 1, 2007. SSAP No. 95 establishes statutory accounting principles for nonmonetary transactions. Specific statutory requirements for certain types of nonmonetary transactions are addressed in other statements. Accounting for nonmonetary transactions shall generally be based on the fair values of the assets (or services) involved. Consequently, this statement adopts FAS No. 153 “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.” The Company does not expect adoption of this statement to have a material impact on the Company’s financial condition or results of operations.

In December 2006, the NAIC issued SSAP No. 96 “Settlement Requirements for Intercompany Transactions, An Amendment to SSAP No. 25 – Accounting for and Disclosures about Transactions with Affiliates and Other Related Parties” with an effective date of January 1, 2007. This statement establishes a statutory aging threshold for admission of loans and advances to related parties outstanding as of the reporting date. In addition, this statement establishes an aging threshold for admission of receivables associated with transactions for services provided to related parties outstanding as of the reporting date. SSAP No. 96 requires that transactions between related parties be in writing and that written agreements provide for the timely settlement of amounts owed, with a specific due date. Amounts outstanding greater than 90 days from the due date would be non-admitted. The Company does not expect adoption of this statement to have a material impact on the Company’s financial condition or results of operations.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

4. Investments

The Company maintains a diversified investment portfolio. Investment policies limit concentration in any asset class, geographic region, industry group, economic characteristic, investment quality, or individual investment.

a. Bonds

The carrying value and fair value of bonds were as follows:

			December 31, 2006
	Carrying             Value		Gross     Unrealized     Gains		Gross     Unrealized     Losses		Fair         Value
	(In Millions)
U. S. government	$	4,627	$	223	$	11	$	4,839
States, territories and possessions		33		—		1		32
Political subdivisions of states, territories and possessions		101		21		—		122
Special revenue		5,205		57		44		5,218
Public utilities		1,420		44		19		1,445
Industrial and miscellaneous		26,637		625		255		27,007
Credit tenant loans		206		12		—		218
Parent, subsidiaries and affiliates		2,104		4		106		2,002
	$	40,333	$	986	$	436	$	40,883
			December 31, 2005
	Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Millions)
U. S. government	$	7,119	$	489	$	18	$	7,590
States, territories and possessions		34		—		—		34
Political subdivisions of states, territories and possessions		65		23		—		88
Special revenue		3,309		36		39		3,306
Public utilities		1,393		64		10		1,447
Industrial and miscellaneous		23,779		625		184		24,220
Credit tenant loans		233		15		—		248
Parent, subsidiaries and affiliates		1,331		3		3		1,331
	$	37,263	$	1,255	$	254	$	38,264

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The table below sets forth the SVO ratings for the bond portfolio along with what the Company believes are the equivalent rating agency designations:

NAIC Class	Equivalent Rating Agency Designation	December 31,
		2006				2005
		Carrying   Value		% of     Total		Carrying   Value		% of     Total
		($ In Millions)
1	Aaa/Aa/A	$	27,358	68	%	$	24,773	66	%
2	Baa		9,464	24			8,954	24
3	Ba		1,688	4			1,610	4
4	B		1,375	3			1,445	4
5	Caa and lower		252	1			266	1
6	In or near default		196	—			215	1
	Total	$	40,333	100	%	$	37,263	100	%

The following table summarizes the carrying value and fair value of bonds as of December 31, 2006 by contractual maturity. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties. Securities that are not due on a single maturity date are included as of the final maturity.

	Carrying    Value		Fair       Value
	(In Millions)
Due in one year or less	$	977	$	981
Due after one year through five years		8,529		8,658
Due after five years through 10 years		10,666		10,803
Due after 10 years		20,161		20,441
	$	40,333	$	40,883

The proceeds from sales, gross realized capital gain and loss activity on sales and other-than-temporary impairments on bonds were as follows:

	Years ended December 31,
	2006		2005		2004
	(In Millions)
Proceeds from sales	$	6,747	$	12,762	$	3,700
Gross realized capital gains on sales		90		105		84
Gross realized capital losses on sales		87		80		52
Impairment losses		32		58		62

Portions of the interest related realized capital gains and losses were deferred into the IMR.

FF-23

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company employs a systematic methodology to evaluate declines in fair value below book value. The methodology to evaluate declines in fair value utilizes a quantitative and qualitative process ensuring that available evidence concerning the declines is evaluated in a disciplined manner. The book values of investments are written down to fair value when a decline in value is considered to be other-than-temporary.

As of December 31, 2006 and 2005, the Company had $13 million and $57 million, respectively, of unrealized losses recorded as a reduction to its carrying value of bonds. These unrealized losses include both NAIC 6 rated bonds recorded as changes in net unrealized capital gains and foreign currency fluctuations recorded as changes in net unrealized foreign exchange capital gains on the Statutory Statements of Changes in Surplus. The following is an analysis of the fair values and gross unrealized losses aggregated by bond category and length of time that the securities were in a continuous unrealized loss position as of December 31, 2006 and 2005.

	December 31, 2006
	Less than 12 months					12 months or longer
	Fair     Value		Unrealized  Losses		Number of Issuers	Fair     Value		Unrealized  Losses		Number of Issuers
	($ In Millions)
U. S. government	$	574	$	3	53	$	228	$	8	153
States, territories and possessions		—		—	—		30		1	2
Political subdivisions of states, territories and possessions		—		—	—		2		—	1
Special revenue		1,544		14	41		1,001		29	107
Public utilities		164		2	34		494		18	65
Industrial and miscellaneous		4,422		58	586		6,064		213	560
Credit tenant loans		35		—	3		22		—	3
Parent, subsidiaries and affiliates		118		102	7		82		1	4
	$	6,857	$	179	724	$	7,923	$	270	895

For U.S. government and special revenue investments, the unrealized losses as of December 31, 2006 were primarily caused by increases in interest rates since original purchase. The unrealized loss for a period of 12 months or more for special revenue investments amounted to $29 million. These investments are of the highest credit quality rating and are backed by the U.S. government or government sponsored agencies. For U.S. governments, $8 million was in an unrealized loss position for a period of 12 months or more. The contractual terms of these investments are guaranteed by the full faith and credit of the U.S. government and cannot be settled for less than par at maturity.

For industrial and miscellaneous and public utilities, the majority of the unrealized losses as of December 31, 2006 were due to changes in interest rates and were spread across multiple industry sectors with no single sector experiencing a disproportionate amount of losses as compared to other sectors. For these investments, $231 million was in an unrealized loss position for a period of 12 months or more.

FF-24

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Based on the Company’s policies for the evaluation of impairments discussed in Note 2c, the Company did not consider these investments to be other-than-temporarily impaired as of December 31, 2006.

	December 31, 2005
	Less than 12 months					12 months or longer
	Fair         Value		Unrealized     Losses		Number of Issuers	Fair         Value		Unrealized     Losses		Number of Issuers
	($ In Millions)
U. S. government	$	1,044	$	16	161	$	57	$	2	36
States, territories and possessions		28		—	2		4		—	1
Political subdivisions of states, territories and possessions		2		—	1		1		—	1
Special revenue		2,149		32	87		284		7	44
Public utilities		418		7	62		98		4	20
Industrial and miscellaneous		7,196		167	759		1,790		73	228
Credit tenant loans		1		—	1		35		—	1
Parent, subsidiaries and affiliates		41		1	2		48		2	2
	$	10,879	$	223	1,075	$	2,317	$	88	333

For U.S. government and special revenue investments, the unrealized losses as of December 31, 2005 were primarily caused by increases in interest rates since original purchase. The unrealized loss for a period of 12 months or more for special revenue investments amounted to $7 million. These investments are of the highest credit quality rating and are backed by the U.S. government or government sponsored agencies. For U.S. governments, $2 million was in an unrealized loss position for a period of 12 months or more. The contractual terms of these investments are guaranteed by the full faith and credit of the U.S. government and cannot be settled for less than par at maturity.

For industrial and miscellaneous and public utilities, the majority of the unrealized losses as of December 31, 2005 were due to changes in interest rates and were spread across multiple industry sectors with no single sector experiencing a disproportionate amount of losses as compared to other sectors. For these investments, $77 million was in an unrealized loss position for a period of 12 months or more.

Based on the Company’s policies for the evaluation of impairments discussed in Note 2c, the Company did not consider these investments to be other-than-temporarily impaired as of December 31, 2005.

For the year ended December 31, 2006, the Company had one wash sale transaction of an NAIC 3 rated bond with a book value of $1 million. The cost of the repurchased security and the gain on the transaction were less than $1 million.

FF-25

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

b. Common stocks - unaffiliated

The cost and carrying value of common stocks were as follows:

	December 31,
	2006			2005
	(In Millions)
Cost	$	848		$	697
Gross unrealized gains		320			299
Gross unrealized losses		(23	)		(35	)
Carrying value	$	1,145		$	961

The gain and loss activity of common stocks, were as follows:

	Years Ended December 31,
	2006		2005		2004
	(In Millions)
Gross realized capital gains on sales	$	224	$	160	$	138
Gross realized capital losses on sales		33		14		12
Impairment losses		8		18		9

As of December 31, 2006, investments in common stock in an unrealized loss position included holdings with a fair value of $71 million in 202 issuers. These holdings were in an unrealized loss position of $23 million, $8 million of which were in an unrealized loss position more than 12 months. As of December 31, 2005, investments in common stock with an unrealized loss position included holdings with a fair value of $139 million in 215 issuers. These holdings were in an unrealized loss position of $33 million, $16 million of which were in an unrealized loss position more than 12 months. Based upon the Company’s impairment review process, the decline in value of these securities was not considered to be other-than-temporary as of December 31, 2006 and 2005.

As of December 31, 2006 and 2005, the Company had a carrying value of $309 million and $210 million, respectively, in common stocks for which the transfer of ownership was restricted by contractual requirements.

c. Mortgage loans on real estate

Mortgage loans, comprised of commercial mortgage loans and residential mortgage loan pools, were $10,007 million and $8,556 million, net of valuation allowances of $22 million and $5 million as of December 31, 2006 and 2005, respectively. The Company’s commercial mortgage loans primarily finance various types of commercial real estate properties throughout the United States. Residential mortgage loan pools are pools of homogeneous residential mortgage loans substantially backed by Federal Housing Administration and Veterans Administration guarantees. On occasion, the Company advances funds for the payment of items such as real estate taxes, legal bills, and MAI appraisals to protect collateral. Typically, advances are made on problem loans for which

FF-26

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

the Company is in negotiations with the borrower. To the extent that advances are not recoverable, they are written off as a realized loss upon the disposition of the mortgage loan. Taxes, assessments and other amounts advanced on behalf of a third party that were not included in the mortgage loan carrying value total were less than $1 million as of December 31, 2006 and 2005.

As of December 31, 2006, scheduled mortgage loan maturities, net of valuation allowances, were as follows:

	(In Millions)
2007	$	341
2008		536
2009		644
2010		769
2011		979
Thereafter		4,403
Commercial mortgage loans		7,672
Residential mortgage loan pools		2,335
Total mortgage loans	$	10,007

As of December 31, 2006 and 2005, the lending rates, including fixed and variable, on the portfolio of mortgage loans were:

	December 31, 2006			December 31, 2005
	Low	High	Weighted Average	Low	High	Weighted Average
Commercial mortgages	3.9%	10.4%	6.3%	3.9%	14.7%	6.5%
Residential mortgage loan pools	4.1%	13.1%	6.9%	4.1%	14.1%	7.1%
Mezzanine mortgages	8.0%	20.0%	12.9%	7.0%	20.0%	11.5%

During the years ended December 31, 2006 and 2005, mortgage loan lending rates, including fixed and variable, on new issues were:

	2006				2005
	Low		High		Low		High
Commercial mortgages	5.3	%	9.9	%	4.7	%	8.0	%
Residential mortgage loan pools	5.9	%	7.5	%	6.5	%	7.3	%
Mezzanine mortgages	9.0	%	18.0	%	7.0	%	20.0	%

The maximum percentage of any one commercial mortgage loan to the estimated value of secured collateral at the time the loan was originated, exclusive of mezzanine, insured, guaranteed or purchase money mortgages, was 86.3% and 92.0% as of December 31, 2006 and 2005, respectively. The maximum percentage of any one mezzanine loan to the estimated value of secured collateral at the time the loan was originated was 98.6% and 98.0% as of December 31, 2006 and 2005, respectively.

FF-27

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The gain and loss activity of mortgage loans was as follows:

	Years Ended December 31,
	2006		2005		2004
	(In Millions)
Gross realized investment gains	$	26	$	65	$	—
Gross realized investment losses		5		2		1
Impairment losses		—		—		3

As of December 31, 2006 and 2005, the Company had no restructured loans. Restructured loans typically have been modified to defer a portion of the contracted interest payments to future periods. No interest was deferred to future periods for the years ended December 31, 2006 and 2005.

The balance in the valuation allowance as of December 31, 2006 and 2005 was $22 million and $5 million, respectively. Changes to the valuation allowance are recorded as unrealized capital losses in surplus.

Impaired mortgage loans consisted of the following:

	December 31,
	2006			2005
	(In Millions)
Impaired mortgage loans with valuation allowance	$	22		$	13
Less valuation allowances on impaired loans		(22	)		(5	)
Net carrying value of impaired mortgage loans	$	—		$	8

The average recorded investment in impaired loans was $21 million, $13 million and $93 million for the years ended December 31, 2006, 2005 and 2004, respectively. Interest income on impaired loans was $2 million, less than $1 million, and $5 million for the years ended December 31, 2006, 2005, and 2004, respectively.

There were no mortgage loans with interest more than 180 days past due as of December 31, 2006. Mortgage loans with a carrying value of $13 million had interest of $1 million that was more than 180 days past due as of December 31, 2005.

FF-28

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The geographic distribution of mortgage loans was as follows:

	December 31,
	2006		2005
	(In Millions)
California	$	1,803	$	1,419
Massachusetts		650		471
Texas		620		397
Illinois		393		265
New York		363		313
Washington		316		267
All other states and countries		3,527		3,370
Total commercial mortgage loans		7,672		6,502
Residential mortgage loan pools		2,335		2,054
Total mortgage loans	$	10,007	$	8,556

Geographical concentration is considered prior to the purchase of mortgage loans and residential mortgage loan pools and there is no material negative impact to surplus based on the geographical concentrations for the years ended December 31, 2006 and 2005.

d. Real estate

The carrying value of real estate was as follows:

	December 31,
	2006			2005
	(In Millions)
Held for the production of income	$	1,904		$	1,870
Accumulated depreciation		(600	)		(602	)
Encumbrances		(287	)		(180	)
Held for the production of income, net		1,017			1,088
Held-for-sale		169			158
Accumulated depreciation		(62	)		(88	)
Held-for-sale, net		107			70
Occupied by the Company		210			201
Accumulated depreciation		(69	)		(61	)
Occupied by the Company, net		141			140
Total real estate	$	1,265		$	1,298

The carrying value of non-income producing real estate, consisting primarily of land, was $14 million and $13 million as of December 31, 2006 and 2005, respectively. One non-income producing real estate property with a carrying value of less than $1 million was under development as of December 31, 2006 and 2005.

FF-29

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Depreciation expense on real estate was $85 million, $93 million and $103 million for the years ended December 31, 2006, 2005 and 2004, respectively.

The gain and loss activity of real estate investments was as follows:

	Years Ended December 31,
	2006		2005		2004
	(In Millions)
Gross realized capital gains on sales	$	92	$	158	$	146
Gross realized capital losses on sales		36		7		21
Impairment losses		—		9		2

In 2005, the Company sold real estate with a fair value of $225 million into a real estate separate account offered to contract holders and recognized a gain of $117 million related to this sale.

The Company invests in real estate as part of its diversified investment strategy. Properties are acquired and managed for net income growth and increasing value. Properties acquired through foreclosure are managed similarly. If a property in the portfolio is underperforming or is not expected to outperform the market in the future it is recommended for sale. Upon management’s approval for the sale of a property it is classified as held-for-sale. Properties acquired through foreclosure are automatically classified as held-for-sale.

As of December 31, 2005, the Company had ten properties classified as held-for-sale, which included, five offices, one of which was an office occupied by the Company, two retail centers, a hotel, a single family residence, and land.

During 2005, the office occupied by the Company (“Old Office”) was classified as held-for-sale after management decided to relocate some of its operations. During 2006, transition of operations from the Old Office to a new office was completed and the Company realized a loss of $1 million on disposition of the Old Office.

Of the remaining nine properties classified as held for sale at December 31, 2005, four offices were sold for a net gain of $7 million. Two properties, a hotel and single family residence, were sold for a net gain of less than $1 million. A retail center was reclassified from held-for-sale to held for the production of income due to anticipated increases in occupancy. Two of the properties classified as held-for-sale at December 31, 2005, a retail center and land, remained classified as held for sale at December 31, 2006.

During 2006, eleven single family residences were acquired as part of an employee relocation program and subsequently classified as held-for-sale. Of these properties, eight were sold during 2006 for a net loss of less than $1 million.

Also during 2006, three offices, a hotel, an apartment complex, a condo complex and an industrial building acquired in previous years were classified as held-for sale. Of these seven properties, two were sold, the hotel and apartment, for a net gain of $43 million. As of December 31, 2006, the Company held ten properties classified as held-for-sale.

FF-30

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Cornerstone Property Fund

In 2004 the Company transferred real estate with a fair value of $533 million into a real estate separate account, Cornerstone Property Fund, offered to contract holders. As of December 31, 2005, the Company had a deferred gain of $152 million related to this transfer.

In 2006, the assets and liabilities of the real estate separate account were transferred to two new partnerships, Cornerstone Holding LP and Cornerstone Patriot Non-REIT Holding LP (the “new partnerships”), which are included in partnerships and LLCs in the Statement of Financial Position. At the time of the transfer, all risks and rewards of the real estate separate account were effectively transferred to the new partnerships. This non-cash transfer effectively transferred the Company’s investment in the real estate separate account into these partnership interests. At the time of the transfer, all of the deferred gains were offset against the market value of the properties thereby bringing the Company’s investment in the new partnerships back to the Company’s historical cost of $398 million. The Company did not record a gain or loss associated with this transfer. For the portion of the new partnerships owned by outside investors, the Company recorded a surrender of their group annuity contracts and an offsetting change in reserves to effect the movement of the outside investors’ interests from the separate account to the new partnerships.

Of the real estate investments transferred into the new partnerships, the Company retained legal title to five of the properties (the “specified properties”) with an approximate market value of $315 million. With regard to these specified properties, the Company and the new partnerships also entered into a Total Return and Property Use Contribution Agreement (“TRAPUA”). The TRAPUA conveyed full economic ownership of these properties to the new partnerships. The new partnerships are entitled to, and receive directly, all money and items flowing from the specified properties including the proceeds from the sale of said properties. The new partnerships also pay all operating expenses, debt service and capital expenditures for the specified properties. The new partnerships indemnify the Company and any of its affiliates against, and agree to hold the Company harmless from any and all losses in connection with the specified properties. As the Company retained legal title to the specified properties, the Company remains primarily liable for obligations that may arise related to these specified properties in the event the new partnerships cannot meet their obligations under the TRAPUA. The Company records these specified properties at a nominal value as real estate. In substance, the book value of the specified properties has been moved from real estate to a partnership interest.

FF-31

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

e. Partnerships and limited liability companies

The carrying value of partnerships and LLCs was $3,776 million and $2,635 million as of December 31, 2006 and 2005, respectively.

The gain and loss activity of partnerships and LLCs was as follows:

	Years Ended December 31,
	2006		2005		2004
	(In Millions)
Gross realized capital gains on sales	$	67	$	44	$	28
Gross realized capital losses on sales		2		7		16
Impairment losses		9		27		49

The Company invests in partnerships which generate low income housing tax credits (“LIHTC”). As of December 31, 2006, the Company’s investment in LIHTC investments was less than 1% of total invested assets. These investments currently have unexpired tax credits which range from 2 to 11 years and have an initial 15 year holding period requirement.

For determining impairments on LIHTC investments, the Company uses the present value of all future benefits, the majority of which are tax credits, discounted at a 6.0% risk free rate of return and compares the result to its current book value. Impairments during 2006 were $5 million, which consisted of MMA Financial LLC for $2 million and WFC Apartments LP, Countryside Corp Tax 3 and Alliant Tax Credit Fund for approximately $1 million each.

There were no write-downs or reclassifications made during the years ended December 31, 2006 and 2005 due to forfeiture or ineligibility of tax credits or similar issues. In addition, there are no LIHTC investments currently subject to regulatory review.

FF-32

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

f. Net investment income

Net investment income was derived from the following sources:

	Years Ended December 31,
	2006			2005			2004
	(In Millions)
Bonds	$	2,410		$	2,286		$	2,089
Preferred stocks		4			2			9
Common stocks - subsidiaries and affiliates		201			138			126
Common stocks - unaffiliated		66			51			30
Mortgage loans on real estate		626			585			578
Contract loans		557			524			507
Real estate		221			252			280
Partnerships and LLCs		293			230			125
Derivatives and other invested assets		181			277			379
Cash, cash equivalents and short-term investments		104			130			111
Subtotal investment income		4,663			4,475			4,234
Amortization of IMR		(57	)		(24	)		34
Net gain from separate accounts		18			26			11
Less investment expenses		(469	)		(455	)		(441	)
Net investment income (loss)	$	4,155		$	4,022		$	3,838

g. Net realized capital gains and losses

Net realized capital gains (losses) were comprised of the following:

	Years Ended December 31,
	2006			2005			2004
	(In Millions)
Bonds	$	(29	)	$	(33	)	$	(30	)
Preferred stocks		16			14			—
Common stocks - subsidiaries and affiliates		18			1			—
Common stocks - unaffiliated		183			128			117
Mortgage loans on real estate		21			63			(4	)
Real estate		56			142			123
Partnerships and LLCs		56			10			(37	)
Derivatives and other		(72	)		(221	)		(30	)
Federal and state taxes		(51	)		1			(21	)
Net realized capital gains (losses) before deferral to IMR		198			105			118
Net losses deferred to IMR		76			168			28
Less taxes		(26	)		(59	)		(9	)
Net after tax losses deferred to IMR		50			109			19
Net realized capital gains (losses)	$	248		$	214		$	137

FF-33

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Net realized gains (losses) on derivative financial instruments by type were as follows:

	Years Ended December 31,
	2006			2005			2004
	(In Millions)
Interest rate swaps	$	(76	)	$	(120	)	$	(74	)
Currency swaps		94			(11	)		1
Equity and credit default swaps		—			1			—
Options		1			(50	)		(58	)
Forward commitments		(5	)		(20	)		116
Financial futures		6			(19	)		(13	)
Net derivative realized capital gains (losses)	$	20		$	(219	)	$	(28	)

h. Securities lending

As of December 31, 2006 and 2005, securities with a fair value of $271 million and $745 million, respectively, were on loan. Collateral in the form of securities of $280 million and $768 million was held on the Company’s behalf, by a trustee, as of December 31, 2006 and 2005, respectively.

i. Repurchase and reverse repurchase agreements

As of December 31, 2006, the Company had no repurchase agreements outstanding. As of December 31, 2005, the Company had repurchase agreements outstanding with a total carrying value of $37 million. The outstanding amount as of December 31, 2005 was collateralized by bonds with a fair value of $37 million.

As of December 31, 2006 and 2005, the Company had reverse repurchase agreements outstanding with total carrying values of $1,183 million and $244 million, respectively. As of December 31, 2006, the maturities of these agreements ranged from January 4, 2007 through January 29, 2007 while the interest rates ranged from 4.5% to 5.6%. The outstanding amounts as of December 31, 2006 and 2005 were collateralized by bonds with a fair value of $1,182 million and $245 million, respectively.

5. Common stocks – subsidiaries and affiliates

The Company has two primary domestic life insurance subsidiaries, C.M. Life Insurance Company (“C.M. Life”), a subsidiary which primarily writes fixed and variable annuities and universal life insurance business, and MML Bay State Life Insurance Company (“Bay State”), a subsidiary of C.M. Life which primarily writes variable life and bank-owned life insurance business.

One of the Company’s wholly-owned subsidiaries, MMHLLC, is the parent of subsidiaries which include retail and institutional asset management, registered broker-dealers, and international life and annuity operations.

FF-34

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company does not rely on dividends from its subsidiaries to meet its operating cash flow requirements. Dividend payments from insurance subsidiaries are subject to certain restrictions imposed by statutory authorities.

For the domestic life insurance subsidiaries, substantially all of the statutory shareholder’s equity of approximately $503 million as of December 31, 2006 is subject to dividend restrictions. Dividend restrictions, imposed by various state regulations, limit the payment of dividends to the Company without the prior approval from the Department. The Company’s domestic insurance subsidiary, C.M. Life, is required to obtain prior approval for dividend payments in 2007.

International insurance subsidiaries include operations in Japan, Taiwan, Hong Kong, Europe and Bermuda. Historically, the Company has reinvested a substantial portion of its unrestricted earnings in these operations.

In 2006, the ownership of Golden Retirement Resources Inc. was transferred from MMHLLC to the Company resulting in no gain or loss.

In 2006 and 2005, the Company contributed additional paid-in capital of $86 million and $517 million, respectively, to its subsidiaries including MMHLLC. During 2005, the Company contributed capital to MMHLLC to establish a new monoline financial guaranty insurance company, MML Assurance, Inc. (“MMLA”). MMLA had not issued any insurance policies or collected any premiums as of December 31, 2006. Additionally, it is expected that MMLA will surrender its insurance license to the New York State Insurance Department and be fully liquidated during the second quarter of 2007. During the first quarter of 2005, MMHLLC purchased Baring Asset Management, LTD. During the fourth quarter of 2005, MMHLLC completed the sale of Antares Capital Corporation (“Antares”) and as a result MMHLLC, with a portion of the proceeds of the sale, paid down debt owed to the Company.

The Company received dividends from MMHLLC of $175 million and $100 million in 2006 and 2005, respectively. The carrying value of MMHLLC was $1,955 million and $1,713 million as of December 31, 2006 and 2005, respectively. The Company held debt issued by MMHLLC and its subsidiaries that amounted to $1,023 million and $1,038 million as of December 31, 2006 and 2005. The Company recorded interest income on MMHLLC debt of $66 million and $72 million in 2006 and 2005, respectively.

FF-35

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Summarized below is statutory financial information for the unconsolidated domestic life insurance subsidiaries:

	As of and for the Years Ended December 31,
	2006		2005		2004
	(In Millions)
Total revenue	$	1,220	$	1,367	$	2,295
Net income		155		137		72
Assets		13,674		13,544		13,299
Liabilities		12,959		12,892		12,680

Summarized below is GAAP financial information for the unconsolidated subsidiaries; not included above:

	As of and for the Years Ended December 31,
	2006		2005		2004
	(In Millions)
Total revenue	$	6,364	$	5,029	$	4,214
Net income		456		693		342
Assets		34,907		27,577		19,608
Liabilities		31,857		24,875		18,042

6. Derivative financial instruments

The Company uses derivative financial instruments in the normal course of business to manage risks, primarily to reduce interest rate and duration imbalances determined in asset/liability analyses. The Company also uses a combination of derivatives and fixed income investments to create synthetic investment positions. These combined investments are created opportunistically when they are economically more attractive than the replicated instrument or when the replicated instruments are unavailable. To a much lesser extent, some, approximately $114 million in replicated asset statement value, of these combinations are considered replication (synthetic asset) transactions as permitted under statutory accounting principles. The Company’s derivative strategy employs a variety of derivative financial instruments, including interest rate swaps, currency swaps, equity and credit default swaps, options, interest rate caps and floors, forward commitments, and financial futures. Investment risk is assessed on a portfolio basis and individual derivative financial instruments are not designated in hedging relationships; therefore, as allowed by accounting rules, the Company specifically and intentionally made the decision not to apply hedge accounting.

Under interest rate swaps, the Company agrees, at specified intervals, to an exchange of variable rate and fixed rate interest payments calculated by reference to an agreed upon notional principal amount. Typically, no cash is exchanged at the outset of the contract and no principal payments are made by either party. Cash is paid or received based on the terms

FF-36

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

of the swap. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty at each due date. Interest rate swaps are primarily utilized to more closely match the interest rate characteristics of assets and liabilities arising from timing mismatches between assets and liabilities (including duration mismatches). Interest rate swaps are also used to mitigate changes in the value of assets anticipated to be purchased and other anticipated transactions and commitments.

Under currency swaps, the Company agrees to an exchange of principal denominated in two different currencies at current rates, under an agreement to repay the principal at a specified future date and rate. The Company utilizes currency swaps for the purpose of managing currency exchange risks in its assets and its liabilities.

Credit default swaps involve a transfer of credit risk of fixed income instruments from one party to another in exchange for periodic premium payments. The buyer of the credit swap receives credit protection, whereas the seller of the swap guarantees the credit worthiness of the underlying security. This transfers the risk of default from the buyer of the swap to the seller. If a specified credit event occurs, as defined by the agreement, the seller is obligated to pay the counterparty the contractually agreed upon amount and receives in return the underlying security in an amount equal to the notional value of the credit default swap. A credit event is generally defined as default on contractually obligated interest or principal payments or bankruptcy.

The Company uses credit default swaps to either reduce exposure to particular issuers by buying protection or increase exposure to issuers by selling protection against specified credit events. The Company buys protection as an efficient means to reduce credit exposure to particular issuers or sectors in the Company’s investment portfolio. The Company sells protection to enhance the return on its investment portfolio by providing comparable exposure to fixed income securities that might not be available in the primary market or to enter into synthetic transactions by buying a high quality liquid bond to match against the credit default swap.

Options grant the purchaser the right to buy or sell a security or enter into a derivative transaction at a stated price within a stated period. The Company’s option contracts have terms of up to 15 years. A swaption is an option to enter into an interest rate swap at a future date. The Company purchases these options and pays a premium in order to transform its callable liabilities into fixed term liabilities.

Interest rate cap agreements are option contracts in which the seller agrees to limit the purchaser’s risk associated with an increase in a reference rate or index in return for a premium. Interest rate floor agreements are option contracts in which the seller agrees to limit the purchaser’s risk associated with a decline in a reference rate or index in return for a premium. The Company is exposed to policyholder surrenders during a rising interest rate environment. Interest rate cap and swaption contracts are used to mitigate the Company’s loss in this environment. The increase in yield from the cap and swaption contracts in a rising interest rate environment may be used to raise credited rates, thereby increasing the Company’s competitiveness and reducing the policyholder’s incentive to surrender. These derivatives are also used to reduce the duration risk in certain investment portfolios. These derivative instruments are structured to mitigate the durations of fixed maturity investments

FF-37

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

to match certain life insurance products in accordance with the Company’s asset and liability management policy.

The Company utilizes certain other agreements including forward commitments and financial futures to reduce exposures to various risks. Forward commitments and financial futures are used by the Company to manage market risks relating to interest rates. Currency forwards are contracts in which the Company agrees with other parties to exchange specified amounts of identified currencies at a specified future date. Typically, the exchange is agreed upon at the time of the contract. The Company also uses “to be announced” (“TBAs”) forward contracts to participate in the investment return on mortgage-backed securities. The Company believes that TBAs can provide a more liquid and cost effective method than purchasing or selling individual mortgage-backed pools. Typically, the price is agreed upon at the time of the contract and payment is made at a specified future date. The Company usually does not purchase TBAs with settlement by the first possible delivery date and thus accounts for these TBAs as derivatives. TBAs which settle on the first possible delivery date are accounted for as bonds. The Company’s futures contracts are exchange traded and have credit risk. Margin requirements are met with the deposit of securities. Futures contracts are generally settled with offsetting transactions.

The Company’s principal derivative market risk exposures are interest rate risk, which includes the impact of inflation, and credit risk. Interest rate risk pertains to the change in fair value of the derivative instruments as market interest rates move. The Company is exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments. In order to minimize credit risk, the Company and its derivative counterparties require collateral to be posted in the amount owed under each transaction, subject to threshold and minimum transfer amounts that are functions of the rating on the counterparty’s long term, unsecured, unsubordinated debt. Additionally, in many instances, the Company enters into agreements with counterparties which allow for contracts in a positive position, where the Company is due amounts, to be offset by contracts in a negative position. This right of offset, combined with collateral obtained from counterparties, reduces the Company’s exposure. As of December 31, 2006 and 2005, the Company held collateral of $873 million and $1,100 million, respectively. Market value exposure at risk, in a net gain position, net of offsets and collateral, was $139 million and $154 million as of December 31, 2006 and 2005, respectively. Negative values in the carrying value of a particular derivative category can result due to a counterparty’s right to offset positions in multiple derivative financial instruments. The Company regularly monitors counterparty credit ratings and exposures, derivatives positions and valuations, and the value of collateral posted to ensure counterparties are credit-worthy and the concentration of exposure is minimized. The Company monitors this exposure as part of its management of the Company’s overall credit exposures.

FF-38

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following tables summarize the carrying values and notional amounts of the Company’s derivative financial instruments:

	December 31, 2006
	Assets					Liabilities
	Carrying   Value			Notional   Amount		Carrying   Value			Notional   Amount
	(In Millions)
Interest rate swaps	$	584		$	27,582	$	10		$	2,318
Currency swaps		180			1,323		61			275
Equity and credit default swaps		(5	)		736		1			224
Options		212			6,614		(4	)		120
Interest rate caps and floors		—			10		—			30
Forward commitments		(12	)		1,107		(1	)		224
Financial futures - long positions		—			413		—			—
Total	$	959		$	37,785	$	67		$	3,191
	December 31, 2005
	Assets					Liabilities
	Carrying Value			Notional Amount		Carrying Value			Notional Amount
	(In Millions)
Interest rate swaps	$	756		$	30,046	$	8		$	1,397
Currency swaps		281			1,263		74			324
Equity and credit default swaps		(1	)		529		—			—
Options		228			9,146		—			—
Interest rate caps and floors		—			1,059		—			—
Forward commitments		10			1,545		3			50
Financial futures - short positions		—			530		—			—
Total	$	1,274		$	44,118	$	85		$	1,771

Notional amounts do not represent amounts exchanged by the parties and thus are not a measure of the Company’s exposure. The amounts exchanged are calculated on the basis of the notional amounts and the other terms of the instruments, which relate to interest rates, exchange rates, security prices, or financial and other indices.

FF-39

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following table summarizes the Company’s notional amounts by contractual maturity and type of derivative:

	December 31, Remaining Life of Notional Amount
	One year		Two     Through     Five Years		Six     Through     Ten Years		After Ten     Years		Total         2006		Total         2005
	(In Millions)
Interest rate swaps	$	6,423	$	11,241	$	5,145	$	7,091	$	29,900	$	31,443
Options		—		130		2,488		4,116		6,734		9,146
Currency swaps		115		477		847		159		1,598		1,587
Other derivatives		1,769		511		264		200		2,744		3,713
Total	$	8,307	$	12,359	$	8,744	$	11,566	$	40,976	$	45,889

The following table represents the Company’s net notional interest rate swap positions:

	December 31,
	2006		2005
	(In Millions)
Open interest rate swaps in a fixed receive position	$	14,176	$	15,256
Open interest rate swaps in a fixed pay position		10,501		9,500
Other interest related swaps		5,223		6,687
Total interest rate swaps	$	29,900	$	31,443

7. Amounts on deposit with government authorities

The Company had assets in the amount of $28 million and $27 million as of December 31, 2006 and 2005, respectively, which were on deposit with government authorities or trustees as required by law.

8. Fair value of financial instruments

The following fair value disclosures may not necessarily be indicative of amounts that could be realized in immediate settlement of the financial instrument. The use of different assumptions or valuation methodologies may have a material impact on the estimated fair value amounts.

FF-40

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following table summarizes the Company’s financial instruments:

	December 31,
	2006				2005
	Carrying     Value		Fair         Value		Carrying     Value		Fair         Value
	(In Millions)
Financial assets:
Bonds	$	40,333	$	40,883	$	37,263	$	38,264
Preferred stocks		255		273		132		144
Common stocks - unaffiliated		1,145		1,145		961		961
Mortgage loans on real estate		10,007		10,052		8,556		8,740
Contract loans		7,799		7,799		7,284		7,284
Derivative financial instruments		959		959		1,274		1,274
Cash, cash equivalents and short-term investments		656		656		3,884		3,884
Financial liabilities:
Derivative financial instruments	$	67	$	67	$	85	$	85
Funding agreements		2,280		2,279		2,971		2,992
Investment-type insurance contracts		10,799		10,777		11,072		10,989

As of December 31, 2006 and 2005, approximately 76% and 71%, respectively, of bond securities were priced by external vendors and broker quotations. Internal models were used to price approximately 24% and 29% of bond securities as of December 31, 2006 and 2005, respectively.

The average fair value of derivative financial instrument assets was $1,117 million and $1,376 million during 2006 and 2005, respectively. The average fair value of derivative financial instrument liabilities was $76 million and $81 million during 2006 and 2005, respectively.

9. Fixed assets

The Company’s fixed assets are comprised primarily of internally developed and purchased software, operating software, electronic data processing equipment, office equipment and furniture. Fixed assets were $169 million and $141 million, net of accumulated depreciation of $349 million and $317 million, as of December 31, 2006 and 2005, respectively. Depreciation expense on fixed assets was $50 million, $55 million and $59 million for the years ended December 31, 2006, 2005 and 2004, respectively.

FF-41

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

10. Deferred and uncollected life insurance premiums

Deferred and uncollected life insurance premiums are included in other than invested assets in the Company’s Statutory Statements of Financial Position. The table below summarizes these deferred and uncollected life insurance premiums, gross and net of loading.

	December 31,
	2006				2005
	Gross		Net of   Loading		Gross		Net of   Loading
	(In Millions)
Ordinary new business	$	49	$	21	$	44	$	20
Ordinary renewal		487		520		479		506
Group life		17		17		15		15
Total	$	553	$	558	$	538	$	541

11. Surplus notes

The following table summarizes the surplus notes issued and outstanding as of December 31, 2006 ($ in Millions):

Issue Year	Amount		Interest Rate	Maturity Date
1993	$	250	7.625%	2023
1994		100	7.500%	2024
2003		250	5.625%	2033
Total	$	600

These notes are unsecured and subordinate to all present and future indebtedness of the Company, policy claims and prior claims against the Company as provided by the Massachusetts General Laws. The surplus notes are all held by bank custodians for unaffiliated investors. All issuances were approved by the Commonwealth of Massachusetts Division of Insurance (the “Division”). Surplus notes are included in surplus.

All payments of interest and principal are subject to the prior approval of the Division. Anticipated sinking fund payments are due for the notes issued in 1993 and 1994 as follows: $62 million in 2021, $88 million in 2022, $150 million in 2023, and $50 million in 2024. There are no sinking fund requirements for the notes issued in 2003. Scheduled interest on the notes issued in 2003 and 1993 is payable on May 15 and November 15 of each year to holders of record on the preceding May 1 or November 1, respectively. Scheduled interest on the notes issued in 1994 is payable on March 1 and September 1 of each year to holders of record on the preceding February 15 or August 15, respectively. Interest expense is not recorded until approval for payment is received from the Division. Through December 31, 2006, the unapproved interest was $7 million. Interest of $41 million was approved and paid during each of the years ended December 31, 2006, 2005 and 2004.

FF-42

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

12. Related party transactions

The Company has management and service contracts and cost-sharing arrangements with various subsidiaries and affiliates whereby the Company, for a fee, will furnish a subsidiary or affiliate, as required, operating facilities, human resources, computer software development and managerial services. Fees earned under the terms of these contracts and arrangements related to unconsolidated subsidiaries and affiliates were $164 million, $167 million and $151 million for 2006, 2005 and 2004, respectively. The majority of these fees were from C.M. Life, which accounted for $85 million in 2006, $100 million in 2005 and $113 million in 2004. As of December 31, 2006 and 2005, the net amounts due from these subsidiaries and affiliates were $41 million and $60 million, respectively. These outstanding balances are due and payable within 30 days of billing.

The Company has agreements with its affiliates, including OppenheimerFunds Inc., whereby the Company receives revenue for certain recordkeeping and other services that the Company provides to customers who select, as investment options, mutual funds managed by these affiliates. For the years ended December 31, 2006, 2005 and 2004, revenue of $18 million, $16 million and $15 million, respectively, was recorded by the Company under these agreements. As of December 31, 2006 and 2005, the net amounts due from these affiliates were $3 million and $4 million, respectively. These outstanding balances are due and payable within 90 days.

Various unconsolidated subsidiaries and affiliates, including Babson Capital Management LLC (“Babson Capital”), provide investment advisory services to the Company. Fees incurred for such services were $166 million, $160 million and $147 million for 2006, 2005 and 2004, respectively. In addition, an unconsolidated subsidiary provides administrative services for employee benefit plans to the Company. Total fees for such services were $11 million, $11 million and $9 million for 2006, 2005 and 2004, respectively. As of December 31, 2006 and 2005, the net amounts due to these subsidiaries and affiliates were $45 million and $46 million, respectively. These outstanding balances are due and payable within 30 days of billing.

In 2005 and 2003, the Company entered into modified coinsurance (“Modco”) agreements with its unconsolidated Japanese affiliate, MassMutual Life Insurance Company, on certain life insurance products. Under these Modco agreements, the Company is the reinsurer and the Japanese affiliate retains the reserve and associated assets on traditional, individual life insurance policies. The predominant contract types are whole life, endowments, and term insurance. Modco, a form of coinsurance, is used to allow the Japanese affiliate to keep control of the investment and management of the assets supporting the reserves. The Modified coinsurance adjustment is the mechanism by which the Company funds the reserve on the reinsured portion of the risk. It is needed to adjust for the financial effect of the Japanese affiliate holding the reserves on the ceded coverage rather than the Company. Fees and other income included modified coinsurance adjustments of $25 million, $32 million and $16 million that were recorded by the Company in 2006, 2005 and 2004, respectively. Total premium assumed by the Company under these agreements was $63 million, $67 million and $40 million for the years ended December 31, 2006, 2005 and 2004, respectively. Fees and other income also included $6 million, $36 million and $6 million of expense allowances on reinsurance assumed in 2006, 2005 and 2004, respectively. Total policyholders’ benefits

FF-43

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

assumed were $22 million, $20 million and $14 million in 2006, 2005 and 2004, respectively. As of December 31, 2006 and 2005, the net amount due from the Japanese affiliate was $4 million and $2 million, respectively. These outstanding balances are due and payable within 90 days.

The Company has reinsurance agreements with its subsidiary and indirect subsidiary, C.M. Life and Bay State, including stop-loss, coinsurance, modified coinsurance and yearly renewable term agreements on life insurance products. Total premium assumed under these agreements was $108 million, $114 million and $168 million in 2006, 2005 and 2004, respectively. Fees and other income included $25 million, $26 million and $86 million of expense allowances in 2006, 2005 and 2004, respectively. Total policyholders’ benefits incurred for these agreements were $109 million, $75 million and $92 million in 2006, 2005 and 2004, respectively. Fees and other income also include modified coinsurance adjustments of $50 million, $47 million and $40 million recorded from Bay State and C.M. Life in 2006, 2005 and 2004, respectively. Experience refunds of $7 million, $7 million and $16 million were paid to Bay State and C.M. Life in 2006, 2005 and 2004, respectively. In 2004, the Company discontinued its coinsurance agreements for new business related to two universal life products with C.M. Life. As of December 31, 2006, the amounts due from C.M. Life and Bay State were $7 million and $1 million, respectively.

The Company participates in variable annuity exchange programs with its subsidiary, C.M. Life, whereby certain Company variable annuity contract holders can make a non-taxable exchange of their contract for an enhanced C.M. Life variable annuity contract. Policyholders’ benefits paid related to these exchange programs were $159 million, $88 million and $118 million in 2006, 2005 and 2004, respectively. The Company has an agreement with C.M. Life to compensate the Company for its previous efforts in obtaining the contracts that are now being exchanged. As a result of these exchanges, the Company had commissions receivable of $1 million and less than $1 million as of December 31, 2006 and 2005, respectively, and received commissions of $4 million, $1 million and $5 million from C.M. Life for the years ended December 31, 2006, 2005 and 2004, respectively.

The Company had outstanding amounts due to Babson Capital of $25 million at 4.3% and $25 million at 4.0%, and to Cornerstone Real Estate Advisers, LLC of $5 million at 4.3% and $5 million at 4.0% as of December 31, 2006 and 2005, respectively. The amounts are due in 2008 and 2007, respectively, but early repayment may be made at the option of the Company. Both are payable semi-annually in arrears. Interest accrued and paid was $1 million for the years ended December 31, 2006 and 2005.

13. Reinsurance

The Company cedes insurance to unaffiliated insurers in order to limit its insurance risk. The Company’s initial retention limit per individual life insured is generally $15 million. The Company reinsures a portion of its life business under either a first dollar quota share arrangement or in excess of the retention limit. The Company also reinsures all of its long-term care business and a portion of its disability business. The amounts reinsured are on a yearly renewable term or coinsurance basis. Such transfers do not relieve the Company of its primary liability and, as such, failure of reinsurers to honor their obligations could result in losses. The Company reduces this risk by evaluating the financial condition of reinsurers and

FF-44

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

monitoring for possible concentrations of credit risk. The Company records a receivable for reinsured benefits paid and reduces policyholders’ reserves for the portion of insurance liabilities that are reinsured. The cost of reinsurance is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies.

The Company and its officers and directors do not own any portion of a reinsurer nor were any policies issued by the Company reinsured with a company chartered in a country other than the United States and which is owned in excess of 10% or controlled directly or indirectly by an insured, a beneficiary, a creditor or any other person not primarily engaged in the insurance business. There are no reinsurance agreements in effect under which the reinsurer may unilaterally cancel any reinsurance for reasons other than for nonpayment of premium or other similar credits. The Company has no reinsurance agreements in effect such that the amount of losses paid or accrued through the statement date may result in a payment to the reinsurer of amounts which, in aggregate and allowing for offset of mutual credits from other reinsurance agreements with the same reinsurer, exceed the total direct premium collected under the reinsured policies.

If all reinsurance agreements were terminated by either party as of the date of this statement, the resulting reduction in surplus due to loss of reinsurance reserve credits net of unearned premium would be approximately $1,139 million assuming no return of the assets backing these reserves from the reinsurer to the Company upon termination of these agreements.

Premium ceded was $492 million, $436 million and $378 million and reinsurance recoveries were $243 million, $215 million and $166 million for the years ended December 31, 2006, 2005 and 2004, respectively. Amounts recoverable from reinsurers were $89 million and $78 million as of December 31, 2006 and 2005, respectively. As of December 31, 2006, one reinsurer accounted for 35% of the outstanding reinsurance recoverable and the next largest reinsurer had 16% of the balance.

Reserves ceded were $1,316 million and $1,068 million as of December 31, 2006 and 2005, respectively. Of these reserves, the amounts associated with life insurance policies for mortality and other related risks totaled $992 million and $801 million as of December 31, 2006 and 2005, respectively. The remaining balance relates to long-term care and disability policies.

The Company also writes group health business through UniCARE Life and Health Insurance Company (“UniCARE”), a third party administrator. Pursuant to a 1994 reinsurance agreement, the Company cedes 100% of this business to UniCARE. Premium ceded was less than $1 million for the years ended December 31, 2006 and 2005.

FF-45

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

14. Policyholders’ liabilities

a. Policyholders’ reserves

The following table summarizes policyholders’ reserves, net of reinsurance, and the range of interest rates by type of product:

	December 31,
	2006			2005
	Amount		Interest Rates	Amount		Interest Rates
	($ In Millions)
Individual life	$	29,023	2.5%   - 6.0%	$	27,893	2.5%   - 6.0%
Group annuities		8,893	2.3% - 11.3%		9,020	2.3% - 11.3%
Group life		8,871	2.5%   - 4.5%		8,696	2.5%   - 4.5%
Individual annuities		3,151	2.3% - 11.3%		2,808	2.3% - 11.3%
Individual universal and variable life		1,863	3.5%   - 6.0%		1,448	3.5%   - 6.0%
Disabled life claim reserves		1,703	3.5%   - 6.0%		1,660	3.5%   - 6.0%
Guaranteed investment contracts		586	2.5% - 13.0%		669	2.5% - 13.0%
Disability active life reserves		559	3.5%   - 6.0%		549	3.5%   - 6.0%
Other		155	2.5%   - 4.5%		153	2.5%   - 4.5%
Total	$	54,804		$	52,896

Guaranteed investment contracts (“GICs”) are pension plan investment contracts that pay a specified non-participating interest rate on contributions and pay book value at a specified maturity date. In 2006, the Company exited this market and ceased issuing new contracts.

As of December 31, 2006, GIC reserves totaled $586 million, which included $137 million in contracts that can be surrendered with a market-value adjustment.

As of December 31, 2006, the Company’s GIC reserves by maturity year were as follows:

	(In Millions)
2007	$	125
2008		131
2009		288
2010		8
2011		34
Total	$	586

FF-46

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

b. Liabilities for deposit-type contracts

The following table summarizes liabilities for deposit-type contracts and the range of interest rates by type of product:

	December 31,
	2006			2005
	Amount		Interest Rates	Amount		Interest Rates
	($ In Millions)
Funding agreements	$	2,280	2.6% -10.2%	$	2,971	2.6% -10.2%
Dividend accumulations		607	4.3% - 4.7%		604	4.3%  - 4.6%
Supplementary contracts		579	0.3% - 8.0%		624	0.3%  - 8.0%
Other		120	4.0% - 8.0%		140	4.0%  - 8.0%
Total	$	3,586		$	4,339

Structurally similar to GICs, funding agreements are investment contracts sold to domestic and international institutional investors. The terms of the funding agreements do not give the holder the right to terminate the contract prior to the contractually stated maturity date. No funding agreements in these programs have been issued with put provisions or ratings-sensitive triggers. Currency swaps are employed to eliminate foreign exchange risk from all funding agreements issued to back non-U.S. dollar denominated notes. During 2006, a foreign-denominated medium-term note contract matured and resulted in a foreign currency loss of $102 million recorded in other realized capital losses. This loss was offset by a gain on currency swaps. Assets received for funding agreements may be invested in either the Company’s general investment account (“GIA”) or in a separate investment account. As of December 31, 2006, GIA funding agreement balances totaled $2,280 million, consisting of $2,227 million in note programs and $53 million in various other agreements.

Under most of the Company’s funding agreement programs, the Company creates an investment vehicle or trust for the purpose of issuing medium-term notes to domestic and/or international investors. Proceeds from the sale of the medium-term notes issued by these unconsolidated affiliates are used to purchase funding agreements from the Company. The payment terms of any particular series of notes are matched by the payment terms of the funding agreement securing the series. Notes were initially issued from the Company’s $2 billion European Medium-Term Note Program, now in run-off, and are now issued from its $5 billion Global Medium-Term Note Program (“GMTN”). In 2006, the Company added a new contractual separate investment account for the benefit of the GMTN. Separate investment account assets and liabilities represent segregated funds administered and invested by the Company.

As of December 31, 2006, the Company had cumulatively issued $4,254 million of funding agreements under these programs and $2,491 million at par remained outstanding.

FF-47

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

As of December 31, 2006, the Company’s GIA funding agreement balances by maturity year were as follows:

	(In Millions)
2007	$	520
2008		306
2009		464
2010		205
2011		4
Thereafter		781
Total	$	2,280

c. Unpaid claims and claim expense reserves

The Company establishes unpaid claims and claim expense reserves to provide for the estimated costs of paying claims made under individual disability and long-term care policies written by the Company. These reserves include estimates for both claims that have been reported and those that have been incurred but not reported, and include estimates of all future expenses to be associated with the processing and settling of these claims. This estimation process is based significantly on the assumption that past experience is an appropriate indicator of future events, and involves a variety of actuarial techniques that analyze experience, trends and other relevant factors. The amounts recorded for unpaid claim and claim expense reserves represent the Company’s best estimate based upon currently known facts and actuarial guidelines. Accordingly, actual claim payouts may vary from present estimates.

FF-48

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The following table summarizes the disabled life unpaid claims and claim expense reserves:

	December 31,
	2006			2005
	(In Millions)
Claim reserves, beginning of year	$	1,792		$	1,722
Less reinsurance recoverables		(88	)		(98	)
Net claim reserves, beginning of year		1,704			1,624
Claims paid related to:
Current year		(21	)		(15	)
Prior years		(265	)		(242	)
Total claims paid		(286	)		(257	)
Incurred related to:
Current year’s incurred		212			197
Current year’s interest		5			5
Prior years’ incurred		14			59
Prior years’ interest		79			76
Total incurred		310			337
Net claim reserves, end of year		1,728			1,704
Plus reinsurance recoverables		107			88
Claim reserves, end of year	$	1,835		$	1,792

The changes in reserves for incurred claims related to prior years are generally the result of ongoing analysis of recent loss development trends. The prior years’ incurred claims in 2006 included a $4 million decrease related to prior year corrections. In 2005, the prior years’ incurred claims included an $8 million increase related to prior year corrections. The prior year corrections were recorded as a component of other changes in surplus; in 2006, they were classified as other prior period adjustments and, in 2005, they were classified as prior period disability reserve adjustments.

The following table reconciles disabled life claim reserves to the net claim reserves at the end of the years presented in the previous table. Disabled life claim reserves are recorded in policyholders’ reserves. Accrued claim liabilities are recorded in other liabilities.

	December 31,
	2006		2005
	(In Millions)
Disabled life claim reserves	$	1,703	$	1,660
Accrued claim liabilities		25		44
Net claim reserves, end of year	$	1,728	$	1,704

FF-49

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

d. Secondary guarantees

The following table shows the liabilities for guaranteed minimum death, accumulation and income benefits on annuity and variable universal life contracts:

	Annuity						Life
	GMDB		GMAB		GMIB		GMDB		Total
	(In Millions)
December 31, 2006	$	3	$	6	$	13	$	66	$	88
December 31, 2005		3		4		7		20		34

The following table summarizes the account values, net amount at risk and weighted average attained age for annuity contracts with guaranteed minimum death, accumulation and income benefits classified as policyholders’ reserves and separate investment account liabilities. The net amount at risk is defined as the minimum guarantee less the account value calculated on a policy-by-policy basis, but not less than zero.

	December 31, 2006					December 31, 2005
	Account Value		Net Amount at Risk		Weighted Average Attained Age	Account Value		Net Amount at Risk		Weighted Average Attained Age
	($ In Millions)
GMDB	$	6,945	$	38	59	$	6,049	$	65	59
GMAB		754		—	N/A		507		—	N/A
GMIB		1,519		1	59		1,017		1	59

Account balances of annuity contracts with GMDB guarantees invested in separate investment accounts were $6,134 million and $5,131 million as of December 31, 2006 and 2005, respectively. In addition to the amount invested in separate investment account options, $811 million and $918 million of account balances of annuity contracts with GMDB guarantees were invested in general investment account options as of December 31, 2006 and 2005, respectively.

The Company sells universal life and variable universal life type contracts, a portion of which offer secondary guarantees, such as a guarantee that the policy will not lapse, even if the account value is reduced to zero, as long as the policyholder makes scheduled premium payments. As of December 31, 2006 and 2005, the net liability for contracts with secondary guarantees on universal life and variable universal life type contracts including GMDB reserves was $598 million and $397 million, respectively.

The determination of GMDB, GMAB, and GMIB reserves is based on actuarial guidelines. Reserve assumptions for GMDB benefits generally anticipate payout between ages 60 and 90. GMAB benefits will be paid either 10 or 20 years from their election, depending on the terms of the benefit. GMIB benefits are generally expected to

FF-50

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

be initiated between ages 60 and 80; the Company does not expect significant elections after age 80 as the benefit accumulation ceases at that time.

15. Employee benefit plans

The Company provides multiple benefit plans including retirement plans and life and health benefits to employees, certain employees of unconsolidated subsidiaries, agents and retirees.

a. Pension and savings plans

The Company has funded and unfunded non-contributory defined benefit pension plans. The plans cover substantially all employees and agents. For some participants, benefits are calculated as the greater of a formula based on either final average earnings and length of service or a cash balance formula which calculates benefits based on amounts allocated to participants that take into consideration age, service and salary during their careers.

The Company’s policy is to fund qualified pension costs in accordance with the Employee Retirement Income Security Act of 1974. The Company contributed $90 million, $70 million and $40 million to its qualified defined benefit plan for the years ended December 31, 2006, 2005 and 2004, respectively.

The Company sponsors funded (qualified 401k thrift savings) and unfunded (non-qualified deferred compensation thrift savings) defined contribution plans for substantially all of its employees and agents. The Company contributes to the funded plan by matching participant contributions up to three percent of pay, within certain limits, based on years of service and the financial results of the Company each year. Company contributions, and any related earnings, are vested based on years of service using a graduated vesting schedule with full vesting after three years of service.

The matching thrift contributions by the Company were $18 million, $20 million and $21 million for the years ended December 31, 2006, 2005 and 2004, respectively, and were included in operating expenses.

The Company also maintains a money purchase pension plan for agents, which was frozen in 2001.

The fair value of the funded pension plan assets was $1,364 million and $1,228 million, as of the measurement date of September 30, 2006 and 2005, respectively.

b. Other postretirement and postemployment benefits

The Company provides certain life insurance and health care benefits (“other postretirement benefits”) for its retired employees and agents, and their beneficiaries and dependents. The obligation to pay the Company’s other postretirement benefits has been allocated to MassMutual Benefits Management Inc., (“MMBMI”), a wholly owned subsidiary of MMHLLC. MMBMI was set up to design, administer, account for, and report on the benefits and wellness programs for the active and retired domestic

FF-51

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

employees and agents of the Company, which continues to be the Plan Sponsor. As sponsor, the Company continues to record the liability with a corresponding receivable from MMBMI; as such, these allocations do not relieve the Company of its primary liability.

For the periods ended December 31, 2006 and 2005, the SSAP No. 14 “Accounting for Postretirement other than Pensions” other postretirement benefit liabilities of $188 million and $176 million, respectively, was allocated to MMBMI. Total SSAP No. 14 other postretirement expenses were $28 million, $26 million and $26 million, of which $16 million, $16 million and $15 million for the periods ended December 31, 2006, 2005 and 2004, respectively, were allocated to MMBMI. MMBMI is primarily allocated other postretirement expenses related to interest cost, amortization of actuarial gains and losses and expected return on plan assets, whereas service cost and amortization of transition obligation primarily remain recorded by the Company.

MMBMI also holds intercompany notes receivable with MMHLLC of $263 million which generated investment income of $17 million and $16 million for the periods ended December 31, 2006 and 2005, respectively, to pay for other postretirement benefits under the Plan.

The health care plan is contributory; a portion of the basic life insurance plan is non-contributory. Substantially all of the Company’s employees and agents may become eligible to receive other postretirement benefits. These benefits are funded as considered necessary by the Company’s management. The postretirement health care plans include a limit on the Company’s share of costs for recent and future retirees.

The initial transition obligation of $138 million is being amortized over 20 years through 2012. The initial transition obligation represents the phased recognition on the income statement of the differences between the plan’s funded status and the accrued or prepaid cost on a company’s balance sheet when the company first transitioned to SSAP 14. As of December 31, 2006 and 2005, the net unfunded projected benefit obligation was $265 million and $278 million, respectively, for employees and agents that are eligible to retire or are currently retired, and has been allocated to MMBMI.

Projected benefit obligations for other postretirement benefits represent the present value of postretirement medical and life insurance benefits deemed earned as of December 31, 2006 projected for estimated salary and medical claim rate increases to an assumed date with respect to retirement, termination, disability, or death. As illustrated in note 15c, the projected benefit obligation for postretirement plans as of December 31, 2006 and 2005 was $274 million and $288 million, respectively. The change in projected benefit obligation is detailed in section c. Benefit obligations.

The Company provides postemployment benefits for home office employees. As discussed in note 2b, Corrections of errors and reclassifications, the Company accrued postemployment benefits for home office employees’ severance plans in the fourth quarter of 2006. The net accumulated liability recorded for these benefits as of December 31, 2006 was $23 million, of which $22 million was related to prior years.

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NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company also provides postemployment benefits for agents. The Company accrues postemployment benefits for agents that qualify for long-term disability. The net accumulated liability for these benefits was $10 million as of December 31, 2006 and 2005.

The fair value of funded plan assets for the Company’s other postretirement benefit plans was $9 million and $10 million, respectively, as of a measurement date of September 30, 2006 and 2005, respectively.

c. Benefit obligations

Accumulated benefit obligations represent the present value of pension benefits earned as of December 31, 2006 based on service and compensation as of December 31, 2006 and do not take into consideration future salary increases. The vested accumulated benefit obligation for defined benefit plans as of December 31, 2006 and 2005 was $1,320 million and $1,277 million, respectively.

Projected benefit obligations for defined benefit plans represent the present value of pension benefits earned as of December 31, 2006 projected for estimated salary increases to an assumed date with respect to retirement, termination, disability or death. The vested projected benefit obligation for defined benefit plans as of December 31, 2006 and 2005 was $1,404 million and $1,383 million, respectively.

The following table sets forth the change in the projected benefit obligation of the defined benefit pension plans and other postretirement plans for vested employees as of December 31, 2006 and 2005, using a September 30, 2006 and 2005 measurement date, adjusted for fourth quarter activity:

	Pension Benefits						Other Postretirement Benefits
	2006			2005			2006			2005
	(In Millions)
Change in projected benefit obligation:
Projected benefit obligation, beginning of year	$	1,383		$	1,197		$	288		$	258
Service cost		44			39			7			5
Interest cost		74			70			15			15
Actuarial (gain) loss		35			54			(20	)		23
Benefits paid		(85	)		(64	)		(25	)		(24	)
Contributions by plan participants		—			—			9			8
Plan amendments		—			—			—			3
Change in actuarial assumptions		(47	)		87			—			—
Projected benefit obligation, end of year	$	1,404		$	1,383		$	274		$	288

Actuarial (gains) losses represent the difference between the expected results and the actual results used to determine the projected benefit obligation and current year expense.

FF-53

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

A few of the major assumptions used include: expected return on assets, expected future compensation levels, healthcare cost trend, mortality and expected retirement age.

The change in actuarial assumptions is primarily due to the change in the discount rate. The discount rates used to value the benefit obligation for the years 2006 and 2005 were 5.75% and 5.50%, respectively. The annual change in the discount rate is directly correlated to the change in the Moody’s Aa Corporate Bond rate as of the measurement date of September 30, 2006. Each 25 basis point change in the discount rate results in an approximate $47 million change in the pension benefit obligation.

	Pension Benefits				Other Postretirement Benefits
	2006		2005		2006		2005
	(In Millions)
Projected benefit obligation for:
Vested employees	$	1,404	$	1,383	$	274	$	288
Non-vested employees		28		32		36		40
	$	1,432	$	1,415	$	310	$	328
Accumulated benefit obligation for:
Vested employees	$	1,320	$	1,277	$	274	$	288
Non-vested employees		19		24		36		40
	$	1,339	$	1,301	$	310	$	328

d. Plan assets

The change in plan assets represents a reconciliation of beginning and ending balances of the fair value of the plan assets used to fund future benefit payments. The following table sets forth the change in plan assets as of a September 30, 2006 and 2005 measurement date:

	Pension Benefits						Other Postretirement Benefits
	2006			2005			2006			2005
	(In Millions)
Change in plan assets:
Fair value of plan assets, beginning of year	$	1,228		$	1,071		$	10		$	11
Actual return on plan assets		113			137			—			—
Employer contributions		108			84			15			15
Benefits paid		(85	)		(64	)		(25	)		(24	)
Contributions by plan participants		—			—			9			8
Fair value of plan assets, end of year	$	1,364		$	1,228		$	9		$	10

FF-54

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company’s pension plan weighted-average asset allocations by asset category are as follows:

	Plan Assets as of September 30,
Asset Category	Actual 2006		2006 Target Ranges	Actual 2005
Domestic equity	53	%	45.0%  -  55.0%	55	%
International equity	11		7.5%  -  12.5%	12
Domestic fixed-income	28		25.0%  -  35.0%	24
Alternative investments	8		7.5%  -  12.5%	9
Total	100	%		100	%

As of December 31, 2006 and 2005, the fair value of the pension plan assets of $1,424 million and $1,238 million, respectively, were invested in group annuity contracts, which invest in the Company’s general and separate accounts. As of September 30, 2006 and 2005, the fair value of the pension plan assets were $1,364 million and $1,228 million, respectively.

The Company employs a total return investment approach whereby a mix of equities, fixed-income investments and securities lending are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across United States (“U.S.”) and non-U.S. stocks, as well as growth, value, and small and large capitalization mutual funds. Alternative assets such as real estate, private equity and hedge funds are used to improve portfolio diversification. Currently, approximately 67% of alternative assets are invested in public equity funds. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic asset/liability studies.

Related party assets included in plan assets are as follows (in millions):

Small cap core (OFI)	$	206
Capital appreciation		156
International equity (OFI)		71
Enh index value (Babson)		67
Bernstein diversified value		61
Large value (OFI)		34
Real estate (OFI)		30
MM premier value		25
MM premier high yield		19
Tremont core diversified hedge fund (OFI)		17
Select large cap value (Davis)		16
MM premier enhanced		10

FF-55

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company’s other postretirement benefit plans’ weighted-average asset allocations by asset category are as follows:

	Plan Assets as of September 30,
Asset Category	2006		2005
Domestic fixed-income	41	%	47	%
Cash and cash equivalents	59		53
Total	100	%	100	%

The Company invests in highly liquid money market investments and other fixed-income investments to the extent necessary to satisfy reasonably anticipated routine current benefit liability amounts, with additional amounts sufficient to satisfy reasonably anticipated spikes in such liability amounts.

FF-56

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

e. Funded status and presentation on the Statutory Statements of Financial Position

The funded status of the defined benefit plans is a comparison of the projected benefit obligations to the assets related to the respective plan, if any. The difference between the two represents amounts that have been appropriately recognized as expenses in prior periods or represent amounts that will be recognized as expenses in the future. The following table sets forth the funded status of the plans as of December 31, 2006 and 2005, using a September 30, 2006 and 2005 measurement date, adjusted for fourth quarter activity, and then shows how the funded status is reconciled to the net asset and/or liability recognized in the Statements of Financial Position. The net amount recognized of $188 million and $176 million, as of December 31, 2006 and 2005, respectively, for other postretirement benefits was allocated to MMBMI. The Company continues to record the liability with a corresponding receivable from MMBMI.

	Pension Benefits						Other Postretirement Benefits
	2006			2005			2006			2005
	(In Millions)
Fair value of plan assets, end of year	$	1,364		$	1,228		$	9		$	10
Less projected benefit obligations, end of year		1,404			1,383			274			288
Funded status	$	(40	)	$	(155	)	$	(265	)	$	(278	)
Funded status	$	(40	)	$	(155	)	$	(265	)	$	(278	)
Unrecognized net actuarial loss		436			506			38			59
Unrecognized prior service cost		1			—			2			3
Remaining net obligation at initial date of application		6			7			31			37
Effect of fourth quarter activity		6			3			6			3
Subtotal net amount recognized		409			361			(188	)		(176	)
Less assets non-admitted		558			510			—			—
Net amount recognized	$	(149	)	$	(149	)	$	(188	)	$	(176	)

The net under funded position of the Company’s defined benefit pension plans was $40 million and $155 million as of December 31, 2006 and 2005, respectively. The qualified pension plan was over funded by $165 million and $56 million and the non-qualified pension plans (primarily deferred compensation) were under funded by $205 million and $211 million for the years ended December 31, 2006 and 2005, respectively. Therefore, the non-qualified pension plans are backed solely by the surplus of the Company at the present time.

FF-57

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

f. Prepaid and accrued benefit costs

The net pension amount recognized is broken into its respective prepaid and accrued benefit costs which are included in other than invested assets and other liabilities, respectively, in the Company’s Statutory Statements of Financial Position. The Company continues to record the liability with a corresponding receivable from MMBMI. The status of these plans as of December 31, 2006 and 2005, using a September 30 measurement date, adjusted for fourth quarter activity, is summarized below:

	Pension Benefits						Other Postretirement Benefits
	2006			2005			2006			2005
	(In Millions)
Amounts recognized in the Statutory Statements of Financial Position:
Prepaid benefit cost	$	552		$	503		$	—		$	—
Intangible assets		6			7			—			—
Less assets non-admitted		(558	)		(510	)		—			—
Net prepaid pension plan asset		—			—			—			—
Accrued benefit cost		(192	)		(196	)		(188	)		(176	)
Surplus		43			47			—			—
Net amount recognized	$	(149	)	$	(149	)	$	(188	)	$	(176	)

The change in net amount recognized for net pension benefits is as follows:

	Pension Benefits
	2006			2005
	(In Millions)
Subtotal net amount recognized, beginning of year	$	361		$	335
Employer contributions		108			84
Periodic cost		(61	)		(58	)
Other		1			—
Subtotal net amount recognized		409			361
Non-admitted asset		(558	)		(510	)
Net amount recognized, end of year	$	(149	)	$	(149	)

FF-58

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

g. Net periodic (benefit) cost

Net periodic (benefit) cost is the annual accounting expense or income that the Company recognized and included in operating expenses in the Statutory Statements of Income for the years ended December 31, 2006 and 2005. Of the total net periodic benefit cost of $28 million and $26 million for the years ended December 31, 2006 and 2005, respectively, for other postretirement benefits, $16 million was allocated to MMBMI in both years.

	Pension Benefits						Other Postretirement Benefits
	2006			2005			2006		2005
	(In Millions)
Components of net periodic (benefit) cost:
Service cost	$	44		$	39		$	7	$	5
Interest cost		74			70			15		15
Expected return on plan assets		(90	)		(80	)		—		—
Amortization of unrecognized transition obligation		1			1			5		5
Amount of recognized net actuarial and other losses		32			28			1		1
Total net periodic cost	$	61		$	58		$	28	$	26
(Decrease)/increase in minimum liability included in surplus	$	(4	)	$	3		$	—	$	—

The Company expects to spend $37 million to meet its expected obligations under its nonqualified pension plans and other postretirement benefit plans in 2007.

The expected future pension and other postretirement benefit payments and Medicare prescription drug direct government subsidy receipts, which reflect expected future service, are as follows:

	Pension Benefits		Other Postretirement Benefits		Medicare Prescription Direct Subsidy
	(In Millions)
2007	$	64	$	22	$	2
2008		67		23		2
2009		70		25		3
2010		74		26		3
2011		78		27		3
2012-2016		465		152		15

FF-59

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The net expense charged to operations for all employee and agent benefit plans for the years ended December 31, 2006, 2005 and 2004 is as follows:

	2006		2005		2004
	(In Millions)
Life	$	2	$	2	$	2
Medical		43		45		38
Postretirement		28		26		26
Disability		2		2		3
Pension		61		58		54
Thrift		18		20		21
Other benefits		15		12		16
Total	$	169	$	165	$	160

h. Assumptions

The weighted-average assumptions and assumed health care cost trend rates, using a measurement date of September 30, 2006 and 2005 by the Company, to calculate the benefit obligations as of December 31, 2006 and 2005 to determine the benefit costs are as follows:

	Pension Benefits				Other Postretirement Benefits
	2006		2005		2006		2005
Weighted-average assumptions used to determine:
Benefit obligations:
Discount rate	5.75	%	5.50	%	5.75	%	5.50	%
Increase in future compensation levels	4.00	%	4.00	%	4.00	%	4.00	%
Net periodic benefit cost:
Discount rate	5.50	%	6.00	%	5.50	%	6.00	%
Long-term rate of return on assets	7.75	%	8.00	%	3.00	%	3.00	%
Increase in future compensation levels	4.00	%	4.00	%	4.00	%	4.00	%
Assumed health care cost trend rates:
Health care cost trend rate	—		—		8.00	%	8.00	%
Ultimate health care cost trend rate after gradual decrease until 2010 for both years 2006 and 2005, respectively	—		—		5.00	%	5.00	%

The long-term rate of return for the qualified pension plan is established using a building block approach with proper consideration for diversification and rebalancing. Historical markets are studied and long-term historical relationships between equities and fixed-income are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long term. Current market

FF-60

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined.

Assumed health care cost trend rates have an effect on the amounts reported for the health care plans. A one-percentage point change in the assumed health care cost trend rate would have the following effects in 2006:

	One-Percentage Point Increase		One-Percentage Point Decrease
	(In Millions)
Effect on total service and interest cost	$	1	$	(1	)
Effect on other postretirement benefit obligation		17		(16	)

i. Employee compensation plans

A short-term incentive compensation plan exists that is offered to substantially all employees not covered by another incentive plan. Employees are given an annual bonus based on individual and company performance. The costs associated with the short-term incentive compensation plan were recorded by the Company.

Nonqualified deferred compensation plans are offered allowing certain employees and agents to elect to defer a portion of their compensation. Several shadow investment options are available under these plans. The costs associated with the nonqualified deferred compensation plan were recorded by the Company with approximately $2 million being allocated to affiliated unconsolidated subsidiaries, including MMHLLC.

Key employees of the Company have been granted performance units in a long-term incentive compensation plan. Under this plan, performance units are granted at the start of each three year performance period. An individual employee’s participation and/or the number of units granted may vary from one cycle to the next based on performance, impact on organization and relative contribution. Each unit’s value is based on the three year consolidated results for the total enterprise on pre-established goals and measures for each year within each performance cycle. Awards are paid at the completion of each three year performance period and are subject to forfeiture if separation from service occurs for reasons other than retirement, death, disability, divestiture or position elimination. In 2006, all of the costs were recorded by the Company. In 2005, 25% of the costs were allocated to MMHLLC with the remainder recorded by the Company. In 2004, 50% of the costs were allocated to MMHLLC with the remainder recorded by the Company. Some of the costs were allocated to MMHLLC, due to the total enterprise role of key individuals it was decided to compensate them a portion of their long-term incentive rewards out of MMHLLC.

Several key employees of the Company and MMHLLC have been granted special compensation agreements which provide fixed amounts that vest and become payable at retirement. These fixed amounts are invested in several shadow investment options specified by each agreement that allow for additional earnings to be credited based on market performance or at a stated interest rate. During 2006, 89% of the costs related to

FF-61

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

the special compensation agreements were allocated to MMHLLC with the remainder recorded by the Company. In 2005, 98% of the costs related to the special compensation agreements were allocated to MMHLLC with the remainder recorded by the Company. In 2004, 99.9% of the costs were allocated to MMHLLC with the remainder recorded by the Company.

In addition to the above-mentioned plans, certain of the Company’s subsidiaries, including OppenheimerFunds, Inc., and Babson Capital Management, LLC, offer short-term compensation plans (profit sharing) to substantially all of their eligible employees. These plans are funded with a percentage of subsidiary profits before taxes, with funding payments made annually. Certain of the Company’s subsidiaries sponsor equity-type compensation plans. Under these plans, shares of restricted subsidiary common stock, stock options, stock appreciation rights, and phantom appreciation rights of the respective subsidiary may be awarded to key employees and directors. Due to the provisions of these plans, grants are accounted for either as awards to be settled in cash or as issuance of subsidiary common stock, depending on the plan and subsidiary. Compensation expense is accrued over the term of the awards, considering certain vesting provisions and changes in share price.

16. Federal income taxes

Total federal income taxes are based upon the Company’s best estimate of its current and deferred tax liabilities. Current tax expense is reported on the income statement as federal income tax expense if resulting from operations, and within net realized capital gains (losses) if resulting from capital transactions. Deferred income taxes, which provide for book versus tax temporary differences, are subject to limitations and are reported within surplus. Changes to deferred income taxes are reported on various lines within surplus. Limitations of deferred income taxes are recorded on the change in non-admitted assets line, whereas, deferred taxes associated with net unrealized capital gains (losses) are shown within this caption on a net basis. Accordingly, the reporting of statutory to tax temporary differences, such as reserves and policy acquisition costs, and of statutory to tax permanent differences, such as policyholder dividends and tax credits, results in effective tax rates that differ from the federal statutory tax rate.

The components of the net deferred tax asset recognized in the Company’s assets, liabilities and surplus are as follows:

	December 31,
	2006			2005
	(In Millions)
Total deferred tax assets	$	2,396		$	2,315
Total deferred tax liabilities		(1,196	)		(1,210	)
Net deferred tax asset		1,200			1,105
Deferred tax assets non-admitted		(711	)		(700	)
Net admitted deferred tax asset	$	489		$	405
Increase in non-admitted asset	$	(11	)	$	(93	)

FF-62

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The provision for current tax expense on earnings is as follows:

	Years Ended December 31,
	2006			2005			2004
	(In Millions)
Federal income tax (benefit) expense on operating earnings	$	(60	)	$	63		$	122
Foreign income tax expense on operating earnings		10			10			10
		(50	)		73			132
Federal income tax expense (benefit) on net capital gains (losses)		51			(1	)		21
Total federal and foreign income tax expense	$	1		$	72		$	153

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

	December 31,
	2006			2005			Change
	(In Millions)
Deferred tax assets:
Reserve items	$	635		$	664		$	(29	)
Policy acquisition costs		455			428			27
Investment items		310			286			24
Non-admitted assets		304			254			50
Policyholder dividend related items		261			241			20
Pension and compensation related items		188			169			19
Expense items		127			80			47
Unrealized investment losses		90			141			(51	)
Other		26			52			(26	)
Total deferred tax assets		2,396			2,315			81
Non-admitted deferred tax assets		(711	)		(700	)		(11	)
Admitted deferred tax assets		1,685			1,615			70
Deferred tax liabilities:
Unrealized investment gains		411			509			(98	)
Investment items		343			287			56
Pension items		194			177			17
Deferred and uncollected premium		182			178			4
Other		66			59			7
Total deferred tax liabilities		1,196			1,210			(14	)
Net admitted deferred tax asset	$	489		$	405		$	84

FF-63

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The change in net deferred income taxes, excluding amounts non-admitted, is comprised of the following and is presented as a change to net unrealized capital gains (losses) and net deferred income taxes within the Statutory Statements of Changes in Surplus:

	Years Ended December 31,
	2006			2005
	(In Millions)
Change in deferred tax assets	$	81		$	69
Change in deferred tax liabilities		14			34
Increase in deferred tax asset		95			103
Less items not recorded in the change in net deferred income taxes:
Cumulative effect of adoption of accounting principles		(7	)		—
Balance transferred from subsidiary		(13	)		—
Prior year correction		(41	)		—
Tax effect of unrealized gains excluding cumulative effect of adoption of accounting principles		(128	)		(102	)
Tax effect of unrealized losses		52			28
(Decrease) increase in net deferred income taxes	$	(42	)	$	29

As of December 31, 2006, the Company had no net operating or capital loss carryforwards to include in deferred income taxes.

FF-64

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The components of federal and foreign income tax on operating items is recorded on the Statutory Statements of Income and Statutory Statements of Changes in Surplus and is different from that which would be obtained by applying the statutory federal income tax rate to operating income before taxes. The significant items causing this difference are as follows:

	Years Ended December 31,
	2006					2005					2004
	Amount			Effective Tax Rate		Amount			Effective Tax Rate		Amount			Effective Tax Rate
	($ In Millions)
Provision computed at statutory rate	$	229		35	%	$	220		35	%	$	151		35	%
Investment items		(54	)	(8	)		(64	)	(10	)		(51	)	(12	)
Tax credits		(53	)	(8	)		(50	)	(8	)		(46	)	(11	)
Non-admitted assets		(49	)	(7	)		(6	)	—			(6	)	(1	)
Policyholder dividends		(5	)	(2	)		(47	)	(8	)		52		12
Change in reserve valuation basis		(3	)	—			(22	)	(4	)		—		—
Other		(22	)	(3	)		12		2			(6	)	(1	)
Total statutory income taxes	$	43		7	%	$	43		7	%	$	94		22	%
Federal and foreign income tax expense	$	1				$	72				$	153
Change in net deferred income taxes		42					(29	)				(59	)
Total statutory income taxes	$	43				$	43				$	94

During the year ended December 31, 2006, the Company received federal income tax payments in the amount of $6 million from subsidiaries and certain affiliates in accordance with the provisions of the written tax allocation agreement. In 2005, the Company paid federal income taxes in the amount of $340 million. In 2004, the Company received federal income tax refunds in the amount of $85 million. As of December 31, 2006, federal income taxes paid in the current and prior years that will be available for recovery in the event of future net losses are as follows: $72 million in 2006, $18 million in 2005 and $76 million in 2004.

The Company and its eligible subsidiaries and certain affiliates are included in a consolidated United States federal income tax return. The Company and its eligible subsidiaries and certain affiliates (the “Parties”) have executed and are subject to a written tax allocation agreement (the “Agreement”). The Agreement sets forth the manner in which the total combined federal income tax is allocated among the Parties. The Agreement provides the Company with the enforceable right to recoup federal income taxes paid in prior years in the event of future net losses, which it may incur. Further, the Agreement provides the Company with the enforceable right to utilize its net losses carried forward as an offset to future net income subject to federal income taxes.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes.” The NAIC is

FF-65

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

evaluating the applicability of FIN 48 on statutory financial reporting. Because statutory guidance has not been issued, the Company has not yet determined the statutory impact of adoption on its statutory financial statements.

The Job Creation and Worker Assistance Act of 2002 suspended the limitation on the deductibility of the Company’s dividends paid to policyholders for 2001 through 2003. The Pension Funding Equity Act of 2004 repealed the limitation for 2005 and later years. Based on data released by the United States Internal Revenue Service (“IRS”) during 2006 and 2005, the Company revised its estimate of the financial effect of the limitation used at year end 2005 and 2004, respectively.

The American Jobs Creation Act of 2004, enacted October 22, 2004, included a one-time dividend received deduction on the repatriation of certain earnings to a U.S. taxpayer. Certain affiliates of the Company, recorded on an equity method, repatriated $50 million under this provision during the 2005 calendar year. These affiliates would have paid approximately an additional $6 million in taxes on the repatriated earnings without the onetime dividend received deduction.

In 2006, the Company settled tax issues with the federal government for the years 1984 through 1987, and 1998 through 2000. As a result of these settlements, the Company’s tax liability was reduced by $61 million in 2006. The IRS is currently examining tax years 2001 through 2003. Management believes any adjustments that may result from such examinations will not materially impact the Company’s financial position or liquidity. While the Company is not aware of any adjustments that should reasonably give rise to a material adverse impact to the Company’s operating results, the outcome of a particular proceeding may be material to the Company’s operating results for a particular period depending upon, among other factors, the size of the adjustment and the level of the Company’s income for the period.

17. Business risks, commitments and contingencies

a. Risks and uncertainties

The Company operates in a business environment subject to various risks and uncertainties. Such risks and uncertainties include, but are not limited to, interest rate risk and credit risk. Interest rate risk is the potential for interest rates to change, which can cause fluctuations in the value of investments and in the amounts due to policyholders. To the extent that fluctuations in interest rates cause the duration of assets and liabilities to differ, the Company attempts to control its exposure to this risk by, among other things, asset/liability matching techniques that account for the cash flow characteristics of the assets and liabilities. Credit risk is the risk that issuers of investments owned by the Company may default or that other parties may not be able to pay amounts due to the Company. The Company attempts to manage its investments to limit credit risk by diversifying its portfolio among various security types and industry sectors. Management does not believe that significant concentrations of credit risk existed as of December 31, 2006 and 2005 or for the three years ended December 31, 2006.

FF-66

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

The Company’s currency exchange risk is related to non-U.S. dollar denominated investments, its medium-term note programs, and international insurance operations. The Company attempts to manage its currency exposure related to its medium-term note programs and a portion of its currency exposure related to its international operations through the use of derivatives. Capital invested by the Company, in its international operations, is hedged against currency exchange risk as the assets backing the capital are generally denominated in U.S. dollars.

Asset based management fees calculated as a percentage of the separate account assets are a source of revenue to the Company. Gains and losses in the equity markets may result in corresponding increases and decreases in the Company’s separate account assets and related revenue.

b. Leases

The Company leases office space and equipment in the normal course of business under various non-cancelable operating lease agreements. Additionally, the Company, as lessee, has entered into various sublease agreements with affiliates for office space, such as OppenheimerFunds, Inc. and Babson Capital. Total rental expense on net operating leases was $35 million, $34 million and $32 million, which is net of $19 million, $16 million and $10 million of sublease receipts, for the years ended December 31, 2006, 2005 and 2004, respectively.

Future minimum commitments for all net operating lease contractual obligations as of December 31, 2006 were as follows:

	Leases		Subleases		Net Operating Leases
	(In Millions)
2007	$	55	$	20	$	35
2008		49		20		29
2009		44		21		23
2010		41		22		19
2011		35		20		15
Thereafter		80		58		22
Total	$	304	$	161	$	143

c. Guaranty funds

The Company is subject to insurance guaranty fund laws in the states in which it does business. These laws assess insurance companies’ amounts to be used to pay benefits to policyholders and policy claimants of insolvent insurance companies. Many states allow these assessments to be credited against future premium taxes. The Company believes such assessments in excess of amounts accrued will not materially impact its financial position, results of operations, or liquidity.

FF-67

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

d. Litigation

The Company is involved in litigation arising in and out of the normal course of business, which seek both compensatory and punitive damages. While the Company is not aware of any actions or allegations that should reasonably give rise to a material adverse impact to the Company’s financial position or liquidity, the outcome of litigation cannot be foreseen with certainty.

The Company, along with numerous other defendants, has been named in an adversary proceeding in the Enron bankruptcy. In addition, in June 2005, the Company’s former Chief Executive Officer (“former CEO”) filed a demand for arbitration contesting his termination “for cause” from the Company. In 2006, the arbitration panel ruled that the former CEO’s conduct did not satisfy the Employment Contract’s requirement for a “for cause” termination and awarded him a portion of the compensation and severance benefits specified in his employment agreement. The Company has appealed this ruling to the Massachusetts state court. In 2006, the Company accrued an additional $9 million in compensation expense bringing the total accrual for this matter to approximately $71 million as of December 31, 2006.

In 2005, the Company received final approval of a nationwide class action settlement involving alleged insurance sales practices claims. In 2006, all appeals to this settlement were resolved. The settlement class includes all policyholders, with certain limited exceptions, who have or had an ownership interest in permanent life policies, term life policies or disability income policies issued between January 1, 1983 and December 31, 2003. As of December 31, 2006, the Company has paid $111 million of the original $268 million accrual.

It is the opinion of management that the ultimate resolution of these matters will not materially impact the Company’s financial position or liquidity. However, the outcome of a particular proceeding may be material to the Company’s operating results for a particular period depending upon, among other factors, the size of the loss or liability and the level of the Company’s income for the period.

e. Regulatory inquiries

The Company is subject to governmental and administrative proceedings and regulatory examinations and investigations in the ordinary course of its business. The Company has cooperated fully with these regulatory agencies with regard to their examinations and investigations and has responded to information requests and comments.

These examinations and investigations include industry-wide investigations of issues such as (a) late trading and market timing in connection with mutual funds and variable insurance contracts, (b) revenue sharing, (c) compensation and bidding arrangements and possible anti-competitive activities between insurance producers and brokers and issuers of insurance products, and (d) marketing, pricing and sales of retirement products. In connection with examinations and investigations, the Company has been contacted by various regulatory agencies and state attorneys general including the Securities and Exchange Commission, U.S. Department of Labor, National Association of Securities

FF-68

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Dealers, Commonwealth of Massachusetts Division of Insurance, the State of Connecticut Insurance Department, and the Attorneys General of Connecticut, Massachusetts and New York.

The Company believes that it is reasonable to expect that regulatory inquiries, examinations and investigations into the financial services industry will continue for the foreseeable future and may result in new industry-wide legislation, rules, and regulations that could significantly affect the financial services industry as a whole. It is the opinion of management that the ultimate resolution of these matters will not materially impact the Company’s financial position or liquidity. The outcome of a particular matter may be material to the Company’s operating results for a particular period depending upon, among other factors, the size of the matter and the level of the Company’s income for the period.

f. Commitments

In the normal course of business, the Company provides specified guarantees and funding to MMHLLC and certain of its subsidiaries. As of December 31, 2006 and 2005, the Company had approximately $130 million of outstanding unsecured funding commitments. As of December 31, 2006 and 2005, the Company had no liability attributable to the funding commitments.

In the normal course of business, the Company enters into letter of credit arrangements. As of December 31, 2006 and 2005, the Company had approximately $87 million and $74 million of outstanding letters of credit, respectively. As of December 31, 2006 and 2005, the Company had no liability attributable to the letter of credit arrangements.

MMHLLC entered into an international asset management agreement that includes guarantees to pay damages suffered by a customer incurred as a result of breach of MMHLLC’s obligation under the agreement, and for any willful default, negligence or fraud by MMHLLC or its subsidiaries. As of December 31, 2006, MMHLLC had no outstanding obligations attributable to these guarantees. This guarantee is subject to a $66 million limitation.

FF-69

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

In the normal course of business, the Company enters into commitments to purchase certain investments. The majority of these commitments have funding periods that extend between one and five years except Low Income Housing Tax Credits (“LIHTC”) which extend up to eight years. The Company is not required to fund commitments once the commitment period expires. As of December 31, 2006, the Company had the following commitments:

	2007		2008		2009		2010		There after		Total
	(In Millions)
Private placements	$	354	$	159	$	121	$	64	$	312	$	1,010
Mortgage loans		245		432		392		66		7		1,142
Real estate		20		—		—		—		—		20
Joint ventures, partnerships and LLCs		713		255		115		271		968		2,322
LIHTC Investments (including equity contributions)		30		9		—		—		2		41
Total	$	1,362	$	855	$	628	$	401	$	1,289	$	4,535

In November 2006, MassMutual Capital Partners LLC (“MassMutual Capital”), a newly formed indirect wholly-owned subsidiary of the Company, committed to purchase $300 million of newly issued convertible preferred stock of an unaffiliated reinsurer, representing a 34.4 percent ownership interest. This transaction is subject to the approval of the reinsurer’s shareholders and, if approval is received, a closing in the second quarter of 2007 is anticipated.

In June 2005, the Company and MassMutual Funding LLC, jointly as borrowers, entered into a five year revolving credit facility in the amount of $500 million. This facility was established with a syndicate of lenders, and may be used for general corporate purposes and commercial paper back-up. As of December 31, 2006 and 2005, the Company had no liability attributable to this facility.

In connection with acquisitions and dispositions, the Company had commitments related to property lease arrangements, certain indemnities, investments and other business obligations, in the normal course of business. As of December 31, 2006 and 2005, the Company had no outstanding obligations attributable to these commitments.

Certain commitments and guarantees of the Company provide for the maintenance of subsidiary regulatory capital and surplus levels and liquidity sufficient to meet certain obligations. These commitments and guarantees are not limited. As of December 31, 2006 and 2005, the Company had no outstanding obligations attributable to these commitments and guarantees.

FF-70

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

18. Withdrawal characteristics

a. Annuity actuarial reserves and liabilities for deposit-type contracts

The withdrawal characteristics of the Company’s annuity actuarial reserves and deposit-type contracts as of December 31, 2006 are illustrated below:

	Amount		% of Total
	(In Millions)
Subject to discretionary withdrawal -
With fair value adjustment	$	7,689	15	%
At book value less current surrender charge of 5% or more		401	1
At fair value		33,593	65
Subtotal		41,683	81	%
Subject to discretionary withdrawal -
At book value without fair value adjustment		2,304	5
Not subject to discretionary withdrawal		7,386	14
Total	$	51,373	100	%

The following is the reconciliation of total annuity actuarial reserves and liabilities for deposit-type contracts as of December 31, 2006:

	(In Millions)
Statutory Statements of Financial Position:
Policyholders’ reserves – group annuities	$	8,893
Policyholders’ reserves – individual annuities		3,151
Policyholders’ reserves – guaranteed investment contracts		586
Liabilities for deposit-type contracts		3,586
Subtotal		16,216
Separate Account Annual Statement:
Annuities		33,586
Other annuity contract deposit funds and guaranteed interest contracts		1,571
Subtotal		35,157
Total	$	51,373

b. Separate accounts

The Company has separate accounts classified as the following: (1) indexed, which are invested to mirror an established index based on the guarantee; (2) non-indexed, which have reserve interest rates at no greater than 4% and/or fund long-term interest guarantee in excess of a year that does not exceed 4%; and (3) non-guaranteed, which are variable accounts where the benefit is determined by the performance and/or market value of the investment held in the separate account with incidental risk, notional expense, and minimum death benefit guarantees.

FF-71

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Information regarding the separate accounts of the Company as of and for the year ended December 31, 2006 is as follows:

	Indexed		Non-     Indexed		Non-   Guaranteed		Total
	(In Millions)
Net premium, considerations or deposits	$	497	$	—	$	6,398	$	6,895
Reserves:
For accounts with assets at:
Fair value	$	1,565	$	984	$	34,736	$	37,285
Amortized cost		—		—		—		—
Total reserves		1,565		984		34,736		37,285
Other liabilities		—		—		428		428
Total	$	1,565	$	984	$	35,164	$	37,713
By withdrawal characteristics:
Subject to withdrawal:
With fair value adjustment	$	1,062	$	—	$	—	$	1,062
At book value without fair value adjustment and current surrender charge of 5% or more		—		—		448		448
At fair value, which may or may not have a surrender charge		—		984		34,196		35,180
At book value without fair value adjustment and with current surrender charge less than 5%		—		—		92		92
Subtotal		1,062		984		34,736		36,782
Other liabilities		503		—		428		931
Total	$	1,565	$	984	$	35,164	$	37,713

For the year ended December 31, 2006, net transfers to separate accounts which are included in the Statutory Statements of Income of $2,103 million, included transfers to separate accounts of $7,733 million and transfers from separate accounts of $5,630 million. In addition, $497 million of net deposits on deposit liabilities related to the Global Medium-Term Note Program were also transferred to separate accounts, but excluded from the Statutory Statements of Income.

19. Presentation of the Statutory Statements of Cash Flows

As required by SSAP No. 69 “Statement of Cash Flows,” the Company has included in the Statutory Statements of Cash Flows, non-cash transactions primarily related to the following: (1) the exchange of bonds for bonds of $1,698 million, $3,245 million and $1,125 million for the years ended December 31, 2006, 2005 and 2004, respectively; (2) the conversion of stocks to stocks of $314 million, $123 million and $135 million for the years ended December 31, 2006, 2005 and 2004, respectively; (3) stock distributions from other invested assets of $111 million, $7 million and $2 million for the years ended December 31, 2006,

FF-72

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

2005 and 2004, respectively; (4) the conversion of stocks to other invested assets of $71 million for the year ended December 31, 2006; (5) the conversion of bonds to stocks of $1 million, $9 million and $29 million for the years ended December 31, 2006, 2005 and 2004, respectively; (6) reclassification of short-term investments to bonds of $906 million for the year ended December 31, 2006; (7) the transfer of real estate assets from separate accounts to partnerships and limited liability companies of $398 million for the year ended December 31, 2006; (8) premium collected from customers that used policyholder dividends to pay renewal premium or to purchase additional insurance of $1,026 million, $884 million and $974 million for the years ended December 31, 2006, 2005 and 2004, respectively; (9) deposits from dividends left on deposit, to accumulate interest, of $40 million, $39 million and $44 million for the years ended December 31, 2006, 2005 and 2004, respectively; (10) policyholder dividends applied to reduce policy indebtedness of $19 million, $16 million and $18 million for the years ended December 31, 2006, 2005 and 2004, respectively; and (11) the transfer of real estate to separate accounts of $360 million for the year ended December 31, 2004.

20. Subsidiaries and affiliated companies

A summary of ownership and relationship of the Company and its subsidiaries and affiliated companies as of December 31, 2006 is illustrated below. Subsidiaries are wholly-owned, except as noted.

Subsidiaries of Massachusetts Mutual Life Insurance Company

C.M. Life Insurance Company

MassMutual Holding LLC

The MassMutual Trust Company

MML Distributors, LLC

Subsidiaries of C.M. Life Insurance Company

MML Bay State Life Insurance Company

Subsidiaries of MassMutual Holding LLC

HYP Management LLC

MassMutual Assignment Company

MassMutual Benefits Management, Inc.

MassMutual Funding LLC

MassMutual Holding MSC, Inc.

MassMutual International LLC

MMHC Investment LLC

MML Investors Services, Inc.

MML Realty Management Corporation

Cornerstone Real Estate Advisers LLC

Babson Capital Management LLC

Oppenheimer Acquisition Corporation – 96.8%

MassMutual Baring Holding, LLC

MML Financial, LLC

MassMutual Capital Partners LLC

FF-73

NOTES TO STATUTORY FINANCIAL STATEMENTS, continued

Affiliates of Massachusetts Mutual Life Insurance Company

MML Series Investment Fund

MML Series Investment Fund II

MassMutual Select Funds

MassMutual Premier Funds

FF-74

PART C

OTHER INFORMATION

Item 26. Exhibits

Exhibit (a)	i	Resolution of the Board of Directors of Massachusetts Mutual Life Insurance Company, establishing the Separate Account.1
Exhibit (b)	Not Applicable
Exhibit (c)	i.	Form of distribution servicing agreement between MML Distributors, LLC and Massachusetts Mutual Life Insurance Company.2
Exhibit (d)	i.	Form of Flexible Premium Adjustable Variable Life Insurance Policy3
	ii	Form of Accelerated Death Benefit Rider4
	iii.	Form of Additional Insurance Rider3
	iv.	Form of Disability Benefit Rider3
	v.	Form of Guaranteed Insurability Rider3
	vi.	Form of Substitute of Insured Rider4
	vii.	Form of Waiver of Monthly Charges Rider3
	viii.	Form of Waiver of Specified Premiums3
	ix.	Form of Other Insured Rider5
Exhibit (e)	Form of application for Flexible Premium Adjustable Variable Life Insurance Policy.6
Exhibit (f)	i.	Copy of the Charter of Incorporation of Massachusetts Mutual Life Insurance Company.7
	ii.	By-Laws of Massachusetts Mutual Life Insurance Company.7
Exhibit (g)	Form of Reinsurance Contracts.8
	i.	Schedule of Reinsurers 9
Exhibit (h)	i.	Form of Participation Agreements
		a.      AIM Variable Insurance Funds, Inc.10
		b.      American Century Variable Portfolios, Inc.11
		c.      American Funds Insurance Series®5
		d.      BT Insurance Funds Trust12
		e.      Variable Insurance Products Fund II13
		f.       Goldman Sachs Variable Insurance Trust13
		g.      Janus Aspen Series12
		h.      MFS Variable Insurance Trust13
		i.       MML Series Investment Fund14
		j.       MML Series Investment Fund II14
		k.      Oppenheimer Variable Account Funds15
		l.       Panorama Series Fund, Inc.1
		m.     T. Rowe Price Equity Series, Inc.12
		n.      Templeton Variable Products Series Fund11
	ii.	Shareholder Information Agreements
		a.      AIM Investment Services, Inc.9
		b.      American Century Investment Services, Inc.9
		c.      American Funds Service Company9
		d.      DWS Scudder Distributors, Inc.9
		e.      Fidelity Distributors Corporation9
		f.       Franklin/Templeton Distributors. Inc.9
		g.      Goldman Sachs & Co.9
		h.      Janus Aspen Series9
		i.       MFS Fund Distributors. Inc.9
		j.       MML Series Investment Fund9
		k.      MML Series Investment Fund II9
		l.       OppenheimerFunds Services, OppenheimerFunds Distributor, Inc.9
		m.     T. Rowe Price Services, Inc., T. Rowe Price Investment Services, Inc.9
Exhibit (i)	Not Applicable
Exhibit (j)	Not Applicable
Exhibit (k)	Opinion and Consent of Counsel as to the legality of the securities being registered.*
Exhibit (l)	Not Applicable
Exhibit (m)	Not Applicable
Exhibit (n)	i.	Consent of Independent Registered Public Accounting Firm – KPMG LLP*
	ii.	a.    Powers of Attorney16
		b.    Power of Attorney – Michael Rollings17
Exhibit (o)	Not Applicable

Exhibit (p)	Not Applicable
Exhibit (q)	SEC Procedures Memorandum describing MassMutual issuance, transfer, and redemption procedures for the Policy9

1 Incorporated by reference to Initial Registration Statement No. 333-22557 filed with the Commission as an exhibit on February 28, 1997.

2 Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement No. 033-89798 as an exhibit filed with the Commission effective May 1, 1996.

3 Incorporated by reference to Initial Registration Statement to Registration Statement No. 333-101495 filed with the Commission on N-6 as an exhibit on November 26, 2002.

4 Incorporated by reference to the Initial Registration Statement No. 333-50410 filed with the Commission on Form S-6 as an exhibit on November 21, 2000.

5 Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-101495, filed with the Commission as an exhibit on March 27, 2003.

6 Incorporated by reference to Initial Registration Statement No. 333-114171 filed with the Commission as an exhibit on April 2, 2004.

7 Incorporated by reference to the Initial Registration Statement No. 333-45039 on Form N-4 filed with the Commission as an exhibit on January 28, 1998.

8 Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-50410 filed with the Commission on Form N-6 as an exhibit on July 8, 2002.

9 Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement No. 333-50410 on Form N-6, filed with the Commission as an exhibit on or about April 25, 2007.

10 Incorporated by reference to Initial Registration Statement No. 333-131007 on Form N-4, filed with the Commission as an exhibit on January 13, 2006.

11 Incorporated by reference to the Pre-Effective Amendment No. 2 to Registration Statement No. 333-41657 filed with the Commission as an exhibit on May 26, 1998.

12 Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-80991 on Form N-4 filed with the Commission on as an exhibit on September 20, 1999.

13 Incorporated by reference to the Initial Registration Statement No. 333-65887 filed with the Commission as an exhibit on October 20, 1998.

14 Incorporated by reference to Initial Registration Statement No. 333-130156 on Form N-4, filed with the Commission as an exhibit on December 6, 2005.

15 Incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement No. 333-80991 on Form N-4, filed with the Commission as an exhibit on April 24, 2006.

16 Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-130156, filed with the Commission as an exhibit on Form N-4 on April 24, 2006.

17 Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-131007 on Form N-4/A, filed with the Commission as an exhibit on November 3, 2006.

* Filed herewith.

Item 27. Directors and Officers of the Depositor

Directors of Massachusetts Mutual Life Insurance Company

Roger G. Ackerman, Director P.O. Box 45 Phoenix, NY 13135	Robert M. Furek, Director 1370 Cutler Court Marco Island, FL 34145
James R. Birle, Lead Director 1295 State Street Springfield, MA 01111	Carol A. Leary, Director 588 Longmeadow Street Longmeadow, MA 01106
James H. DeGraffenreidt, Jr., Director 101 Constitution Avenue, NW Washington, DC 20080	William B. Marx, Jr., Director 5 Peacock Lane Village of Golf, FL 33436-5299
Patricia Diaz Dennis, Director 175 East Houston, Room 11-A-50 San Antonio, TX 78205	John F. Maypole, Director 55 Sandy Hook Road - North Sarasota, FL 34242
James L. Dunlap, Director 1659 North Boulevard Houston, TX 77006	Marc Racicot, Director 1130 Connecticut Ave., NW, Suite 1000 Washington, DC 20036
William B. Ellis, Director 31 Pound Foolish Lane Glastonbury, CT 06033 Robert A. Essner, Director 5 Giralda Farms Madison, NJ 07940	Stuart H. Reese, Director, Chairman, President and Chief Executive Officer (Principal Executive Officer) 1295 State Street Springfield, MA 01111
Executive Vice Presidents:
Frederick C. Castellani 1295 State Street Springfield, MA 01111	John V. Murphy 1295 State Street Springfield, MA 01111
Roger W. Crandall 1295 State Street Springfield, MA 01111	Mark Roellig 1295 State Street Springfield, MA 01111
William F. Glavin, Jr. 1295 State Street Springfield, MA 01111
Michael T. Rollings 1295 State Street Springfield, MA 01111
Elaine A. Sarsynski 1295 State Street Springfield, MA 01111

Item 28. Persons Controlled by or Under Common Control with the Depositor or the Registrant

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

ORGANIZATIONAL SUMMARY

I. DIRECT SUBSIDIARIES OF MASSMUTUAL—MassMutual is the sole owner of each subsidiary unless otherwise indicated.

A. C.M. Life Insurance Company (May 11, 1981), a Connecticut corporation which operates as a life and health insurance company.

1. MML Bay State Life Insurance Company (April 1, 1935), a Connecticut corporation which operates as a life and health insurance company.

B. MML Distributors, LLC (Nov. 10, 1994), a Connecticut limited liability company which operates as a securities broker-dealer. (MassMutual Holding LLC - 1%.)

C. MassMutual Holding LLC (Nov. 30, 1984), a Delaware limited liability company which operates as a holding company for certain MassMutual entities.

MassMutual Holding LLC is the sole owner of each subsidiary or affiliate unless otherwise indicated.

1. MML Investors Services, Inc. (Dec. 31, 1981), a Massachusetts corporation which operates as a securities broker-dealer.

a. MML Insurance Agency, Inc. (Nov. 16, 1990), a Massachusetts corporation which operates as an insurance broker.

b. MMLISI Financial Alliances, LLC, a Delaware limited liability company which operates as a broker-dealer.

2. MassMutual Holding MSC, Inc. (Dec. 26, 1996), a Massachusetts corporation which operates as a holding company for MassMutual positions in investment entities organized outside of the United States. This subsidiary qualifies as a “Massachusetts Security Corporation” under Chapter 63 of the Massachusetts General Laws. MassMutual Holding MSC, Inc. is the sole owner of each subsidiary or affiliate unless otherwise indicated.

a. MassMutual Corporate Value Limited (Aug. 24, 1994), a Cayman Islands corporation which holds a 88.4% ownership interest in MassMutual Corporate Value Partners Limited, another Cayman Islands corporation operating as a high-yield bond fund. (MassMutual Holding MSC, Inc. - 46%).

1.) MassMutual Corporate Value Partners Ltd. (Aug. 24, 1994), owned 88.4% by MassMutual Corporate Value Limited.

b. 9048-5434 Quebec, Inc. (April 4, 1997), a Canadian corporation, which used to operate as the owner of Hotel du Parc in Montreal, Quebec, Canada. Inactive.

c. 1279342 Ontario Limited (Jan. 29, 1998), a Canadian corporation which operates as the owner of Deerhurst Resort in Huntsville, Ontario, Canada.

3. Cornerstone Real Estate Advisers, LLC (Jan. 20, 1994), a Delaware limited liability company which operates as an investment adviser.

a. Cornerstone Office Management, LLC (May 28, 1987), a Delaware limited liability company which serves as the general partner of Cornerstone Suburban Office, L.P. (Cornerstone Real Estate Advisers, LLC - 50%; MML Realty Management Corporation - 50%).

4. Babson Capital Management LLC (July 5, 1940), a Delaware limited liability company which operates as an investment adviser.

a. Babson Capital Securities Inc (July 1, 1994), a Massachusetts corporation which operates as a securities broker-dealer.

b. Babson Capital Management Inc., a Delaware corporation which holds a real estate license.

c. FITech Asset Management, L.P. (“AM”) (June 9, 1999) is a Delaware Limited Partnership, formed to manage FITech Domestic Value, L.P. (“the Fund”), a “fund-of-funds” that invests in hedge funds. (Babson Capital Management LLC is a limited partner in AM with a controlling interest - 58%).

d. FITech Domestic Partners, LLC (“DP”) (January 26, 2000) is a Delaware LLC that is the general partner of AM. (Babson Capital Management LLC owns a controlling interest -58% - of DP.)

e. Leland Fund Multi G.P., Ltd. (March 8, 2001) is a corporation that acts as the general partner to several entities that comprise the hedge fund known as Leland.

f. Babson Capital Japan KK, formerly known as MassMutual Investment Management Company (May 28, 2004), a Japanese registered investment adviser.

g. Babson Capital Guernsey Limited, an investment management company organized under the laws of Isle of Guernsey.

1.) Babson Capital Europe Limited, an institutional debt-fund manager organized under the laws of England and Wales.

a.) Almack Holding Partnership GP Limited, an English company and wholly-owned subsidiary of Babson Capital Europe Limited, will serve as a general partner of each of Almack Leveraged 1 LP, Almack Unleveraged 1 LP, Almack Leveraged 2 LP and Almack Unleveraged 2 LP.

b.) Almack Mezzanine Fund Limited, an English company and wholly-owned subsidiary of Babson Capital Europe Limited, will serve as general partner of Almack Mezzanine Founder LP and Almack Mezzanine I LP.

i. Babson Investment Company, a Massachusetts securities corporation used to hedge certain employee benefit obligations of Babson Capital Management LLC.

5. Oppenheimer Acquisition Corp. (June 21, 1990), a Delaware corporation which operates as a holding company for the Oppenheimer companies (MassMutual Holding LLC - 97.9%).

a. OppenheimerFunds, Inc. (Oct. 23, 1987), a Colorado corporation which operates as the investment adviser to the Oppenheimer Funds.

1.) Centennial Asset Management Corporation (May 8, 1987), a Delaware corporation which operates as investment adviser and general distributor of the Centennial Funds.

2.) OppenheimerFunds Distributor, Inc. (July 3, 1978), a New York corporation which operates as a securities broker-dealer.

3. Oppenheimer Real Asset Management, Inc. (Dec. 22, 1988), a Delaware corporation which is the sub-adviser to a mutual fund investing in the commodities markets.

4.) Shareholder Financial Services, Inc. (Nov. 1, 1989), a Colorado corporation which operates as a transfer agent for mutual funds.

5.) Shareholder Services, Inc. (Sept. 16, 1987), a Colorado corporation which operates as a transfer agent for various Oppenheimer and MassMutual funds.

6.) OFI Private Investments, Inc. (March 20, 2000) is a New York based registered investment adviser which

manages smaller separate accounts, commonly known as wrap-fee accounts, which are introduced by unaffiliated broker-dealers, on a subadvisory basis for a stated fee.

7.) OFI Institutional Asset Management, Inc. (Nov. 20, 2000) is a New York based registered investment advisor which provides investment supervisory services on a discretionary basis to individual accounts, pension plans, insurance company separate accounts, public funds and corporations for a stated fee.

a.) Trinity Investment Management Corporation (Nov. 1, 1974), a Pennsylvania corporation and registered investment adviser which provides portfolio management and equity research services primarily to institutional clients.

b.) OFI Trust Company (1988), a New York corporation which conducts the business of a trust company.

c.) HarbourView Asset Management Corporation (April 17, 1986), a New York corporation which operates as an investment adviser.

d.) OppenheimerFunds International Distributor Limited (formerly known as OppenheimerFunds (Asia) Limited), a Hong Kong mutual fund marketing company. (10% by OFI).

8.) OppenheimerFunds International, Ltd. (July 9, 1997), a wholly-owned subsidiary of OppenheimerFunds, Inc., is the manager of OppenheimerFunds Real Asset Futures plc and OppenheimerFunds plc, each a Dublin-based investment company, for which OppenheimerFunds, Inc. provides portfolio management services as an investment adviser.

b. Tremont Group Holdings, Inc. (previously, Tremont Capital Management, Inc.) (June 28, 2001), a New York-based investment services provider which specializes in hedge funds.

1.) Tremont (Bermuda), Ltd., a Bermuda-based investment adviser.

2.) Tremont Partners, Inc., (1984) a Connecticut corporation that is a registered investment adviser.

3.) Tremont Capital Management Limited, a company based in the United Kingdom.

4.) Tremont Securities, Inc., a New York company that acts as a registered broker dealer.

5.) Tremont Capital Management, Corp. (owned 77% by Tremont Capital Management, Inc.), a New York company.

6.) Tremont Capital Management (Asia) Limited, a Hong Kong company.

7.) Tremont Capital Management (Ireland) Limited, the manager of an Irish umbrella trust that manages a series of non-US strategy based funds.

6. HYP Management LLC (July 24, 1996), a Delaware limited liability company which operates as the “LLC Manager” of MassMutual High Yield Partners II LLC, a high yield bond fund.

7. MassMutual Benefits Management, Inc. (March 20, 1991), a Delaware corporation which supports MassMutual with benefit plan administration and planning services.

8. MMHC Investment LLC (July 24, 1996), a Delaware limited liability company which is a passive investor in MassMutual investments.

9. MML Realty Management Corporation (Oct. 14, 1968), a Massachusetts corporation which formerly operated as a manager of properties owned by MassMutual.

a. Cornerstone Office Management, LLC (May 28, 1987), a Delaware limited liability company which serves as the general partner of Cornerstone Suburban Office, L.P. (MML Realty Management Corporation - 50%; Cornerstone Real Estate Advisers LLC - 50%).

10. MassMutual International LLC (Feb. 19, 1996), a Delaware corporation which operates as a holding company for those entities constituting MassMutual’s international insurance operations. MassMutual International LLC is the sole owner of each of the subsidiaries or affiliates listed below unless otherwise indicated.

a. MassMutual Asia Limited, a corporation organized in Hong Kong which operates as a life insurance company. (Owned 99.9% by MassMutual International LLC and .01% by MassMutual Holding LLC.

1.) MassMutual Insurance Consultants Limited, a corporation organized in Hong Kong which operates as a general insurance agent.

2.) MassMutual Trustees Limited, a corporation organized in Hong Kong which operates as an approved trustee for the mandatory provident funds. (Owned 20% each by MassMutual Asia Limited, MassMutual Services Limited (in trust for MassMutual Asia Ltd.), MassMutual Guardian Limited (in trust for MassMutual Asia Ltd.) and Kenneth Yu (in trust for MassMutual Asia Ltd.)).

3.) Protective Capital (International) Limited, a corporation organized in Hong Kong which is a dormant investment company currently holding 6.38% of MassMutual Life Insurance Company in Japan. (Owned 99.98% by MassMutual Asia Limited, 01% by Ling Sau Lei and .01% by Jones Leung.).

4.) MassMutual Services Limited, a corporation organized in Hong Kong which provided policyholders with estate planning services. This company is now inactive. (MassMutual Asia Ltd. - 50%, Protective Capital (International) Limited - 50%).

5.) MassMutual Guardian Limited, a corporation organized in Hong Kong which provided policyholders with estate planning services. This company is now inactive. (MassMutual Asia Ltd. - 50%, Protective Capital (International) Limited - 50%).

6.) MassMutual Asia Investors Limited, a Hong Kong company that provides investment advisory services.

b. MassMutual Internacional (Chile) Limitada, a corporation organized in the Republic of Chile which operates as a holding company. (MassMutual International LLC - 79.43%; MassMutual Holding LLC - .07%; 1279342 Ontario Limited - 20.5%).

1.) MassMutual (Chile) Limitada (September 13, 2006), a limited liability company organized in the Republic of Chile. (MassMutual Internacional (Chile) Limitada - 99.99 % and MassMutual International LLC - 0.1%).

a.) Compañia de Seguros Vida Corp S.A., corporation organized in the Republic of Chile which operates as an insurance company. (MassMutual Internacional (Chile) Limitada - 33.49%).

c. MassMutual (Bermuda) Ltd., a corporation organized in Bermuda which operates as an exempted insurance company.

d. MassMutual Europe S.A., a corporation organized in the Grand Duchy of Luxembourg which operates as a life insurance company. (MassMutual International LLC - 99.9%; MassMutual Holding LLC - .01%).

e. MassMutual International Holding MSC, Inc., a Massachusetts corporation which currently acts as a holding company for MMI’s interest in Taiwan.

1.) MassMutual Mercuries Life Insurance Company, a Taiwan corporation which operates as a life insurance company. (MassMutual International Holding MSC, Inc. - 39%).

2.) Fuh Hwa Securities Investment Trust Co. Ltd, a mutual fund firm in Taiwan (MassMutual Mercuries Life Insurance Company - 30.7%; MassMutual International Holding MSC, Inc. - 21.1%).

f. MassMutual Life Insurance Company, a Japanese corporation which operates as a life insurance company. (MassMutual International LLC - 80%; MM Real Estate Co., Ltd. - 7.6%; Protective Capital (International) Ltd. - 6.38%; MassMutual Asia Limited - 5.9%; and MassMutual Life Insurance Company - .02%).

1.) Hakone Fund LLC, a Delaware limited liability company authorized to purchase, borrow, sell and otherwise trade in securities, shares and other financial instruments and contracts of U.S. and non-U.S. entities.

2.) Hakone Fund II LLC, a Delaware limited liability company authorized to purchase, borrow, sell and otherwise trade in securities, shares and other financial instruments and contracts of U.S. and non-U.S. entities.

g. MM Real Estate Co., Ltd., a Japanese entity which holds and manages real estate. (MassMutual Life Insurance Company - 4.8%; MassMutual International LLC - 95.2%).

11. MassMutual Funding LLC (May 11, 2000), a Delaware limited liability company which issues commercial paper.

12. MassMutual Assignment Company (Oct. 4, 2000), a North Carolina corporation which operates a structured settlement business.

13. MML Financial, LLC (May 7, 2004), a Delaware limited liability company which operates as a holding company.

a. MML Investment Products, LLC, (November 9, 2004) a Delaware limited liability company licensed to carry on any lawful business purpose or activity not restricted by the Delaware Limited Liability Company Act. This company primarily makes investments.

b. MML Assurance, Inc. (November 29, 2004), a New York insurance company.

c. Invicta Holdings LLC (April 12, 2006), a Delaware limited liability company that acts as a holding company.

1.) Invicta Advisors LLC (April 12, 2006), a Delaware limited liability company that will serve as the management entity of Invicta Credit LLC.

2.) Invicta Capital LLC (April 12, 2006), a Delaware limited liability company that will guarantee the obligations of Invicta Credit LLC.

a.) Invicta Credit LLC (April 12, 2006), a Delaware limited liability company that will operate as a credit derivative product company selling credit protection using credit default swaps.

14. MassMutual Baring Holding, LLC (October 14, 2005), a Delaware limited liability company that will act as a holding company for certain MassMutual subsidiaries.

a. MassMutual Holdings (Bermuda) Ltd., a Bermuda company that acts as a holding company for certain MassMutual subsidiaries.

1.) Baring Asset Management Limited (April 6, 1994), a company incorporated under the laws of England and Wales that acts an investment manager/adviser.

a.) Baring Asset Management Life Limited (December 6, 1999), a company incorporated under the laws of England and Wales that acts as an authorized representative of NNUK under Section 44 of the Financial Services Act of 1986.

b.) Baring Fund Managers Limited (October 29, 1968), a company incorporated under the laws of England and Wales that acts as a manager of BAM UK Collective Investment Schemes.

c.) Baring International Investment Limited (June 7, 1979), a company incorporated under the laws of England and Wales that acts as an investment manager/adviser.

d.) Baring Pension Trustees Limited, a company organized under the laws of England and Wales that acts as a trustee for the pension scheme covering UK-based employees of Baring Asset Management Limited.

e.) Baring Private Investment Management Limited (February 23, 1989), a company incorporated under the laws of England and Wales. This is a non-trading company.

f.) Baring International Investment Management Holdings Limited (November 12, 1985), a company incorporated under the laws of England and Wales that acts as an intermediate holding company.

i. Baring Asset Management GmbH (February 21, 2000), a company incorporated under the laws of Germany that provides marketing and client services regarding investment funds and other asset management products of the BAM group.

ii. Baring France S.A.S. (July 24, 1997), a company incorporated under the laws of France that handles distribution and client services for qualified investors

iii. Baring Investment Administrative Services (South Africa) Limited (September 4, 1998), a company incorporated under the laws of South Africa. The company was incorporated to serve as the South African Representative Office for selected collective investment schemes as contemplated in the Regulations made pursuant to Section 37A(1) of the Units Trusts Control Act, 1981 as amended.

iv. Baring Investment Services Limited (May 18, 1988), a company incorporated under the laws of England and Wales that acts as a service company which supports all the BAM Group operating companies within the UK.

v. Baring International Investment Management Limited (October 26, 1973), an intermediate holding company organized in Hong Kong.

aa. Baring Mutual Fund Management S.A.(June 8, 1989), a company organized in the Grand Duchy of Luxembourg that acts as the manager of the New Russia Fund.

bb. Baring Asset Management UK Holdings Limited (October 25, 1983), a company incorporated under the laws of England and Wales that acts as an intermediate holding company.

i.) Baring Asset Management (CI) Limited (July 18, 1990), an investment management company organized under the laws of the Isle of Guernsey.

ii.) Baring International Fund Managers (Ireland) Limited (July 16, 1990), a company incorporated under the laws of Ireland that acts as a manager of BAM Irish Collective Investment Schemes and Funds.

iii.) Baring Mutual Fund Management (Ireland) Limited (November 29, 1991), a company incorporated under the laws of Ireland that acts as an investment adviser.

iv.) Baring Sice (Taiwan) Limited (March 15, 1990), a regulated company organized in Taiwan.

v.) Baring Asset Management (Asia) Holdings Limited (June 7, 1985), an intermediate holding company organized in Hong Kong.

aa.) Baring Asset Management (Asia) Limited (March 15, 1985), a company organized in Hong Kong that acts as an investment adviser.

bb.) Baring International Fund Managers (Bermuda) Limited (September 13, 1988), a company incorporated under the laws of Bermuda that acts as a trustee of Baring Korea Trust Fund Ltd.’s undistributed funds.

cc.) Baring Asset Management (Japan) Limited (January 13, 1986), a company organized in Japan that acts as an investment adviser.

dd.) Baring Asset Management (Australia) Pty Limited (June 6, 1986), an investment adviser incorporated under the laws of Australia.

b. Baring Asset Management Holdings, Inc. (March 16, 1979), a Delaware corporation that acts as an intermediate holding company.

1.) Baring Asset Management, Inc. (September 28, 1967), a Massachusetts corporation that acts as an investment adviser.

2.) Baring Investment Services, Inc. (December 22, 1987), a Delaware corporation that acts as a captive broker-dealer.

15. MassMutual Capital Partners LLC (September 20, 2006), a Delaware single-member limited liability company. MassMutual Holding LLC is the sole member.

D. The MassMutual Trust Company (Jan. 12, 2000), a federally chartered stock savings bank which performs trust services.

II. REGISTERED INVESTMENT COMPANY AFFILIATES

Each of the following entities is a registered investment company sponsored by MassMutual or one of its affiliates.

• MassMutual Premier Funds, a Massachusetts business trust that operates as an open-end investment company. The majority of shares are owned by MassMutual.

• MML Series Investment Fund, a Massachusetts business trust that operates as an open-end investment company. All shares issued by the Trust are owned by MassMutual and certain of its affiliates.

• MassMutual Corporate Investors, a Massachusetts business trust which operates as a closed-end investment company.

• MassMutual Select Funds, a Massachusetts business trust that operates as an open-end investment company. The majority of shares are owned by MassMutual.

• MassMutual Participation Investors, a Massachusetts business trust which operates as a closed-end investment company.

• MML Series Investment Fund II, a Massachusetts business trust that operates as an open-end investment company. All shares issued by MML Series Investment Fund II are owned by MassMutual and certain of its affiliates.

• The Greater China Fund, Inc and The Asia Pacific Fund, Inc: closed-end registered investment companies to which Baring Asset Management (Asia) Limited is the investment adviser.

• Bond Fund Series

• Centennial California Tax-Exempt Trust

• Centennial Government Trust

• Centennial Money Market Trust

• Centennial New York Tax Exempt Trust

• Centennial Tax Exempt Trust

• OFI Tremont Core Strategies Hedge Fund

• OFI Tremont Market Neutral Hedge Fund

• Oppenheimer Absolute Return Fund

• Oppenheimer AMT-Free Municipals

• Oppenheimer AMT-Free New York Municipals

• Oppenheimer Balanced Fund

• Oppenheimer Baring China Fund

• Oppenheimer Baring Japan Fund

• Oppenheimer California Municipal Fund

• Oppenheimer Capital Appreciation Fund

• Oppenheimer Capital Income Fund

• Oppenheimer Cash Reserves

• Oppenheimer Champion Income Fund

• Oppenheimer Developing Markets Fund

• Oppenheimer Discovery Fund

• Oppenheimer Dividend Growth Fund

• Oppenheimer Emerging Growth Fund

• Oppenheimer Emerging Technologies Fund

• Oppenheimer Enterprise Fund

• Oppenheimer Equity Fund, Inc.

• Oppenheimer Global Fund

• Oppenheimer Global Opportunities Fund

• Oppenheimer Gold & Special Minerals Fund

• Oppenheimer Growth Fund

• Oppenheimer High Yield Fund (in the process of de-registering)

• Oppenheimer Institutional Money Market Fund

• Oppenheimer Integrity Funds

• Oppenheimer International Bond Fund

• Oppenheimer International Diversified Fund

• Oppenheimer International Growth Fund

• Oppenheimer International Large-Cap Core Trust (in the process of de-registering)

• Oppenheimer International Small Company Fund

• Oppenheimer International Value Trust

• Oppenheimer Limited Term California Municipal Fund

• Oppenheimer Limited-Term Government Fund

• Oppenheimer Main Street Funds, Inc.®

• Oppenheimer Main Street Opportunity Fund®

• Oppenheimer Main Street Small Cap Fund®

• Oppenheimer MidCap Fund

• Oppenheimer Money Market Fund, Inc.

• Oppenheimer Multi-State Municipal Trust

• Oppenheimer Municipal Fund

• Oppenheimer Portfolio Series

• Oppenheimer Principal Protected Trust II®

• Oppenheimer Principal Protected Trust III®

• Oppenheimer Principal Protected Trust®

• Oppenheimer Quest Capital Value Fund, Inc.

• Oppenheimer Quest For Value Funds

• Oppenheimer Quest International Value Fund, Inc.

• Oppenheimer Quest Value Fund, Inc.

• Oppenheimer Commodity Strategy Total Return Fund

• Oppenheimer Real Estate Fund

• Oppenheimer Rochester Arizona Municipal Fund

• Oppenheimer Rochester Maryland Municipal Fund

• Oppenheimer Rochester Massachusetts Municipal Fund

• Oppenheimer Rochester Michigan Municipal Fund

• Oppenheimer Rochester Minnesota Municipal Fund

• Oppenheimer Rochester North Carolina Municipal Fund

• Oppenheimer Rochester Ohio Municipal Fund

• Oppenheimer Rochester Virginia Municipal Fund

• Oppenheimer Select Value Fund

• Oppenheimer Senior Floating Rate Fund

• Oppenheimer Series Fund, Inc.

• Oppenheimer SMA Core Bond Fund

• Oppenheimer SMA Baring International Fund

• Oppenheimer SMA International Bond Fund

• Oppenheimer Strategic Trust

• Oppenheimer Transition 2010

• Oppenheimer Transition 2015

• Oppenheimer Transition 2020

• Oppenheimer Transition 2030

• Oppenheimer Tremont Market Neutral Fund, LLC

• Oppenheimer Tremont Opportunity Fund, LLC

• Oppenheimer U.S. Government Trust

• Oppenheimer Variable Account Funds

• Panorama Series Fund, Inc.

• Rochester Fund Municipals

• Rochester Portfolio Series

• Tennenbaum Opportunities Fund V, LLC (a nondiversified closed-end management investment company co-managed by Babson Capital Management LLC)

• Special Value Opportunities Fund, LLC (a nondiversified closed-end management investment company co-managed by Babson Capital Management LLC)

• Special Value Continuation Fund, LLC (a nondiversified closed-end management investment company co-managed by Babson Capital Management LLC)

• Special Value Continuation Partners, LP (a nondiversified closed-end management investment company co-managed by Babson Capital Management LLC)

• Tennenbaum Opportunities Partners V, LP (a nondiversified closed-end management investment company co-managed by Babson Capital Management LLC)

Item 29. Indemnification

RULE 484 UNDERTAKING

MassMutual directors and officers are indemnified under Article V of the by-laws of Massachusetts Mutual Life Insurance Company, as set forth below.

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 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 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 paragraph.

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.

Item 30. Principal Underwriters

(a) MML Distributors, LLC a controlled subsidiary of MassMutual, acts as principal underwriter for registered separate accounts of MassMutual, C.M. Life and MML Bay State. MML Distributors, LLC also acts as principal underwriter for MML Series Investment Fund and MML Series Investment Fund II, registered investment companies.

(b) MML Distributors, LLC, is the principal underwriter for the contracts. The following people are officers and member representatives of the principal underwriter.

OFFICERS AND MEMBER REPRESENTATIVES MML DISTRIBUTORS, LLC

Name	Officer	Business Address
William F. Glavin	Chief Executive Officer, President and Springfield OSJ Supervisor	1295 State Street Springfield, MA 01111-0001
Peter G. Lahaie	Chief Financial Officer and Treasurer
Andrew Dickey	Member Representative Massachusetts Mutual Life Insurance Co. Member Representative MassMutual Holding L.L.C.	1295 State Street Springfield, MA 01111-0001
Robert S. Rosenthal	Vice President Chief Legal Officer Secretary	1295 State Street Springfield, MA 01111-0001
Kevin LaComb	Assistant Treasurer	1295 State Street Springfield, MA 01111-0001
Edward K. Duch, III	Assistant Secretary	1295 State Street Springfield, MA 01111-0001
Susan Scanlon	Chief Compliance Officer and Enfield OSJ Supervisor	1295 State Street Springfield, MA 01111-0001
Marilyn Edstrom	Entity Contracting Officer	1295 State Street Springfield, MA 01111-0001
Kathy Rogers	Continuing Education Officer	1295 State Street Springfield, MA 01111-0001
Alan Taylor	Registration Manager	1295 State Street Springfield, MA 01111-0001
Donna Watson	Cash and Trading Supervisor Assistant Treasurer	1295 State Street Springfield, MA 01111-0001
Bruce C. Frisbie	Assistant Treasurer	1295 State Street Springfield, MA 01111-0001
Robert Wittneben	Chief Information Officer	1295 State Street Springfield, MA 01111-0001
Eugene Charon	Assistant Vice President and Assistant Treasurer	1295 State Street Springfield, MA 01111-0001
Jennifer L. Lake	Assistant Treasurer	1295 State Street Springfield, MA 01111-0001
Lenore MacWade	Assistant Treasurer	1295 State Street Springfield, MA 01111-0001
Denise Kresock	Assistant Treasurer	1295 State Street Springfield, MA 01111-0001
Cade Cherry	Assistant Treasurer	1295 State Street Springfield, MA 01111-0001
Eric Wietsma	Retirement Services Supervisor	1295 State Street Springfield, MA 01111-0001
Camille Donald	Assistant Secretary	1295 State Street Springfield, MA 01111-0001
Michael R. Fanning	U.S. Insurance Group Supervisor	1295 State Street Springfield, MA 01111-0001
Ellen Dziura	Retirement Income Supervisor	1295 State Street Springfield, MA 01111-0001

(c)	Name of Principal Underwriter	Net Underwriting Commissions1	Other Compensation
	MML Distributors, LLC		$334,2352

¹ Commissions will be paid through MML Distributors and MML Investors Services, Inc. to agents and selling brokers for selling the policy. During January 1, 2006 through December 31, 2006, commissions paid were $3,259,973.

² MML Distributors receives compensation for its activities as underwriter for the Separate Account. Compensation paid to, and retained by MML Distributors in 2006 was $334,235.

Item 31. Location of Accounts and Records

All accounts, books, or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained by the Registrant through Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111.

Item 32. Management Services

Not Applicable

Item 33. Fee Representation

REPRESENTATION UNDER SECTION 26(f)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 universal 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.

SIGNATURES

Pursuant to the requirements of Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Massachusetts Mutual Variable Life Separate Account I, meets all of the requirements for effectiveness of this Post-Effective Amendment No. 4 to Registration Statement No. 333-101495 pursuant to Rule 485(b) under the Securities Act of 1933 and has caused this Post-Effective Amendment No. 4 to Registration Statement No. 333-101495 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 24th day of April, 2007.

MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I (Registrant)

By: /s/ Stuart H. Reese*

Stuart H. Reese

President and Chief Executive Officer

Massachusetts Mutual Life Insurance Company

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (Depositor)

By: /s/ Stuart H. Reese*

Stuart H. Reese

President and Chief Executive Officer

Massachusetts Mutual Life Insurance Company

/s/ Stephen L. Kuhn	On April 24, 2007, as Attorney-in-Fact pursuant to powers of attorney incorporated by reference.
*Stephen L. Kuhn

As required by the Securities Act of 1933, this Post-Effective Amendment No. 4 to Registration Statement No. 333-101495 has been signed by the following persons, as officers and directors of the Depositor, in the capacities and on the dates indicated.

Signature	Title	Date
/s/    STUART H. REESE*         Stuart H. Reese	President and Chief Executive Officer (Principal Executive Officer)	April 24, 2007
/s/    MICHAEL T. ROLLINGS*         Michael T. Rollings	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 24, 2007
/s/    NORMAN A. SMITH*         Norman A. Smith	Corporate Vice President and Controller (Principal Accounting Officer)	April 24, 2007
/S/    ROGER G. ACKERMAN* Roger G. Ackerman	Director	April 24, 2007
/s/    JAMES R. BIRLE*         James R. Birle	Director	April 24, 2007
/s/    JAMES H. DEGRAFFENREIDT, JR.*         James H. DeGraffenreidt, Jr.	Director	April 24, 2007
/S/    PATRICIA DIAZ DENNIS* Patricia Diaz Dennis	Director	April 24, 2007
/s/    JAMES L. DUNLAP*         James L. Dunlap	Director	April 24, 2007
/s/    WILLIAM B. ELLIS*         William B. Ellis	Director	April 24, 2007
/S/    ROBERT ESSNER*         Robert Essner	Director	April 24, 2007
/s/    ROBERT M. FUREK*         Robert M. Furek	Director	April 24, 2007
/s/    CAROL A. LEARY*         Carol A. Leary	Director	April 24, 2007
/s/    WILLIAM B. MARX, JR.*         William B. Marx, Jr.	Director	April 24, 2007
/s/    JOHN F. MAYPOLE*         John F. Maypole	Director	April 24, 2007
/S/    MARC RACICOT*         Marc Racicot	Director	April 24, 2007
/s/    STEPHEN L. KUHN         *Stephen L. Kuhn	On April 24, 2007, as Attorney-in-Fact pursuant to powers of attorney

INDEX TO EXHIBITS

Exhibit (k)	Opinion and Consent of Counsel as to the legality of the securities being registered
Exhibit (n)	i.	Consent of Independent Registered Public Accounting Firm—KPMG LLP