Flexible Premium Variable Adjustable Life Insurance

Issued by Massachusetts Mutual Life Insurance Company

Massachusetts Mutual Variable Life Separate Account I

This prospectus describes a flexible premium variable adjustable 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.

The owner (you or your) has a number of investment choices in this policy. They include a Guaranteed Principal Account and more than forty 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 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:

• Is not a bank or credit union deposit or obligation.

• Is not FDIC or NCUA insured.

• Is not insured by any federal government agency.

• Is not guaranteed by any bank or credit union.

• 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. We filed the SAI with the Securities and Exchange Commission (SEC). The SAI is incorporated by reference into and it is legally a part of this prospectus. 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”:

Massachusetts Mutual Life Insurance Company

LCM Document Management Hub

1295 State Street

Springfield, MA 01111-0001

1-800-665-2654

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

Flexible Premium Variable Adjustable Life Insurance

1

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. You may maintain account value in a total of twenty-one Separate Account divisions and the Guaranteed Principal Account at any one time.

American Century Variable Portfolios, Inc.

American Century VP Income & Growth Fund (Class I)

American Century VP International Fund (Class I)

American Century VP Value Fund (Class I)

Fidelity^® Variable Insurance Products Fund

Fidelity^® VIP Growth Portfolio (Service Class)

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

Goldman Sachs Variable Insurance Trust

Goldman Sachs VIT Capital Growth Fund (Institutional)

Goldman Sachs VIT Structured U.S. Equity Fund (Institutional)

Goldman Sachs VIT Growth and Income Fund (Institutional)

Goldman Sachs VIT Strategic International Equity Fund¹ (Institutional)

Goldman Sachs VIT Mid Cap Value Fund (Institutional)

Janus Aspen Series

Janus Aspen Balanced Portfolio (Institutional)

Janus Aspen Forty Portfolio (Institutional)

Janus Aspen Worldwide Growth Portfolio (Institutional)

MFS^® Variable Insurance Trust^SM

MFS^® Emerging Growth Series (Initial Class)

MFS^® New Discovery Series (Initial Class)

MFS^® Research Series (Initial Class)

MML Series Investment Fund

MML Emerging Growth Fund

MML Equity Index Fund (Class II Shares)

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 Equity Fund

MML Managed Bond Fund

MML Small Cap Equity Fund

Oppenheimer Variable Account Funds

Oppenheimer Balanced Fund/VA (Non-Service)

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

Oppenheimer MidCap Fund/VA (Non-Service)

Oppenheimer Money Fund/VA (Non-Service)

Oppenheimer Strategic Bond Fund/VA (Non-Service)

Panorama Series Fund, Inc.

Oppenheimer International Growth Fund/VA (Non-Service)

Panorama Growth Portfolio (Non-Service)

Panorama Total Return Portfolio (Non-Service)

T. Rowe Price Equity Series, Inc.

T. Rowe Price Mid-Cap Growth Portfolio²

T. Rowe Price New America Growth Portfolio

T. Rowe Price Fixed Income Series, Inc

T. Rowe Price Limited-Term Bond Portfolio

1 Prior to April 30, 2007, known as Goldman Sachs VIT International Equity Fund.

2 The T. Rowe Price Mid-Cap Growth Portfolio is not available as an investment option for policies with a policy date of May 1, 2004 or later.

Flexible Premium Variable Life Separate Account

2

Table Of Contents

Summary of Benefits and Risks	4
Fee Tables	6
Transaction Fees	6
Periodic Charges Other Than Fund Operating Expenses	7
Annual Fund Operating Expenses	9
The Company	12
General Overview	12
Description of Owner, Insured, and Beneficiary	14
Purchasing a Policy and Your Right to a “Free Look”	14
Premiums	15
Premium Payments and Payment Plans	15
Premium Flexibility	16
Premium Limitations	16
How and When Your Premium is Allocated	16
Investment Choices	18
The Separate Account	18
The Guaranteed Principal Account	23
Policy Value	24
How Policy Value is Calculated	24
Policy Termination and Reinstatement	25
Policy Transactions	27
Transfers	27
Limits on Frequent Trading and Market Timing Activity	27
Withdrawals	29
Surrenders	29
Loans	29

Death Benefit	32
Minimum Death Benefit	32
Death Benefit Options	32
Right to Change the Death Benefit Option	33
Right to Change the Face Amount	33
When We Pay Death Benefit Proceeds	34
Suicide	34
Misstatement of Age or Gender	35
Charges and Deductions	36
Transaction Charges	36
Monthly Charges Against the Account Value	37
Daily Charges Against the Separate Account	38
Other Benefits Available Under the Policy	40
Federal Income Tax Considerations	41
Other Information	45
Paid-up Policy Date	45
Distribution	45
Other Policy Rights and Limitations	46
Reservation of Company Rights to Change the Policy or Separate Account	47
Legal Proceedings	47
Financial Statements	48
Appendix A — Glossary	A-1
Appendix B — Minimum Face Amount Percentages	B-1

Table of Contents

3

Summary Of Benefits And Risks

The following is a summary of the principal 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 three death benefit options. Each is the greater of the minimum face amount in effect on the date of death, or: 1.  Death Benefit Option 1 (level amount option): The selected face amount in effect on the date of death 2.  Death Benefit Option 2 (return of account value option): The selected face amount in effect on the date of death plus the account value on the date of death 3 .  Death Benefit Option 3 (return of premium option): The selected face amount in effect on the date of death plus the sum of all premiums paid, less withdrawals
RIGHT TO RETURN THE POLICY	You have a limited period of time after the policy is issued during which you can cancel the policy and receive a refund. Please review your policy carefully for details.
VARIABLE INVESTMENT CHOICES	The policy offers a choice of more then 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. Amounts allocated to the Guaranteed Principal Account are guaranteed and earn interest daily. Certain restrictions apply to transfers to and from the Guaranteed Principal Account.
FLEXIBILITY	The policy is designed to be flexible to 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 selected face amount; Ÿ change the beneficiary; and Ÿ change your investment selections
TRANSFERS	Within limitations, you may transfer funds among the investment divisions and the Guaranteed Principal Account.
SURRENDERS AND WITHDRAWALS	You may surrender your policy and we will pay you its cash surrender value. You may also withdraw a part of the net surrender value. A withdrawal will reduce your account value and may reduce the selected face amount of your policy. Surrenders and withdrawals may result in adverse tax consequences.
LOANS	You may take a loan on the policy. The policy secures the loan. Taking a loan may have adverse tax consequences and may increase the risk that your policy may terminate.
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. This feature is only available for Death Benefit Option 1 and only for standard risk classification.
ASSIGNABILITY	You may assign the policy as collateral for a loan or other obligation.
TAX BENEFITS	You are generally not taxed on the policy’s earnings until you withdraw account value from your policy. This is known as tax deferral. Your beneficiary may receive the Death Benefit free of income tax.
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 Risk

4

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 the variable investment divisions.
SUITABILITY	Variable life insurance is designed to help meet long-term goals. It is not suitable as a vehicle for short-term savings. You should not purchase the policy if you will need the policy value in a short period of time.
TERMINATION	Your policy could terminate if the value of the policy becomes too low to support the policy’s monthly charges, it fails the safety test, or 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. Termination of your policy may result in adverse tax consequences.
LIMITATIONS ON ACCESS TO CASH VALUE	ŸWithdrawals are not available in the 1st six months of the 1st policy year. ŸIf necessary, we will reduce your policy’s selected face amount to prevent an increase in the amount at risk, unless you provide us with satisfactory evidence of insurability. ŸThe minimum withdrawal is $100. ŸThe maximum withdrawal amount is equal to your account value, less policy debt, less an amount equal to 12 multiplied by the most recent monthly charges for your policy. ŸA withdrawal charge equal to the lesser of 2% of the amount you withdraw or $25 will be deducted from the amount of the withdrawal.
LIMITATIONS ON TRANSFERS	ŸTransfers from the Guaranteed Principal Account are generally limited to one per policy year and may not exceed 25% of its non-loaned value. ŸYou may maintain account value in a maximum of 21 Separate Account Divisions and the Guaranteed Principal Account at any one time. ŸWe reserve the right to restrict or reject transfers if we determine the transfers reflect frequent trading or a market timing strategy, or are required to restrict or reject by the applicable fund. ŸWe reserve the right to charge a transfer fee for each transfer after the sixth transfer per policy year.
IMPACT OF LOANS	Taking a loan from your policy may increase the risk that your policy will terminate. It will have an effect on the policy’s cash surrender value and will reduce the death proceeds. Also, policy termination with an outstanding loan can 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.
ADVERSE TAX CONSEQUENCES	Under certain circumstances (usually if your premium payments in the first seven years or less 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 59½ may be subject to a 10% penalty. Existing tax laws that affect this policy may change at any time.
POLICY CHARGE CHANGES	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.
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 Risk

5

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 fees and expenses that you will pay at the time you pay premium or take account value out of the policy.

Charge	When Charge is Deducted	Current Amount Deducted	Maximum Amount Deducted
Sales Load Charge	When you pay premium	Ÿ Policy years 1-7: 10% of premiums up to annual cutoff policy premium1 Ÿ Policy years 8+: 2.5% of premiums up to annual cutoff policy premium1 Ÿ All policy years: 1% of premiums in excess of the annual cutoff policy premium1	Ÿ Policy years 1-7: 10% of premiums up to annual cutoff policy premium1 Ÿ Policy years 8+: 2.5% of premiums up to annual cutoff policy premium1 Ÿ All policy years: 1% of premiums in excess of the annual cutoff policy premium1
State Premium Tax Charge	When you pay premium	0% to 5% of each premium, depending on the applicable state rate	This charge will always equal the applicable state rate
Deferred Acquisition Cost (“DAC”) Tax Charge	When you pay premium	1% of each premium	This charge will always represent the expense to MassMutual of the deferred acquisition cost tax
Withdrawal Charge	When you withdraw a portion of your account value from the policy	2% of the amount withdrawn, not to exceed $25 per withdrawal	2% of the amount withdrawn, not to exceed $25 per withdrawal

1 The “annual cutoff policy premium” for a policy establishes a threshold for a policy’s sales loads. If you pay premiums that are below the annual cutoff policy premium, a higher sales load will result than if you pay premiums that exceed the annual cutoff policy premium. We set the annual cutoff policy premium on the date we issue the policy. The amount of the annual cutoff policy premium depends on (i) the initial selected face amount of the policy, (ii) the insured’s age, (iii) the insured’s gender and (iv) the insured’s tobacco use classification. A table showing the annual cutoff policy premium at certain ages for a policy with a selected face amount of $100,000 in all years can be found in the Premiums section of this prospectus.

Fee Tables

6

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
Cost of Insurance charge1,2	Monthly, on the policy’s monthly calculation date	Minimum/Maximum Rates per $1000 of Insurance Risk: Ÿ $0.02 — $83.33	Minimum/Maximum Rates per $1000 of Insurance Risk: Ÿ $0.09 — $83.33
Cost of Insurance charge for a 35 year old male, non-tobacco user, in the guaranteed issue class, with death benefit option 1.3	Monthly, on the policy’s monthly calculation date	Rate per $1000 of Insurance Risk: $0.04	Rate per $1000 of Insurance Risk: $0.18
Administrative Charge	Monthly, on the policy’s monthly calculation date	$5.25 per month	$9.00 per month
Mortality & Expense Charge	Daily at effective annual rates	Ÿ Policy Years 1-15: 0.60% annually of each Separate Account Division’s assets Ÿ Policy Years 16-30: 0.40% annually of each Separate Account Division’s assets Ÿ Policy Years 31+: 0.30% annually of each Separate Account Division’s assets	Ÿ Any policy year: 1.0% annually of each Separate Account Division’s assets
Face Amount Charge4(For policies issued with full underwriting)	Monthly, on the policy’s monthly calculation date	Minimum/Maximum Rates per $1000 of selected face amount: Ÿ $0.01 — $0.02	Minimum/Maximum Rates per $1000 of selected face amount: Ÿ $0.01 — $0.02
Face amount charge for a 35 year old male, non-tobacco user, in the guaranteed issue class, with death benefit option 1.	Monthly, on the policy’s monthly calculation date	Rate per $1000 of selected face amount: Ÿ $0.01	Rate per $1000 of selected face amount: Ÿ $0.01
Substitute Insured Charge	If policy owner elects to transfer the policy to another person	$75.00	$75.00
Transfer Charge	Upon each transfer after the first 6 transfers in a policy year	$0	$10
Loan Interest Rate Expense Charge7	Reduces the interest we credit on the loaned value. We credit loan interest daily.	Ÿ Policy Years 1-15: 0.75% Ÿ Policy Years 16-30: 0.55% Ÿ Policy Years 31+: 0.45%	3% (2% in New York)

Fee Tables

7

Charge	When Charge is Deducted	Current Amount Deducted	Maximum Amount Deducted
Rider Charges:		Minimum/Maximum	Minimum/Maximum
Term Rider6	Monthly, on the policy’s monthly calculation date	Rate per $1000 of Amount at Risk: Ÿ $0.02 — $5.90	Rate per $1000 of Amount at Risk Ÿ $0.02 — $5.90
Term Rider charge for a 35 year old male, non-tobacco user, in the standard risk class, with a policy face amount of $500,0003	Monthly, on the policy’s monthly calculation date	Rate per $1000 of Amount at Risk: Ÿ $0.04	Rate per $1000 of Amount at Risk: Ÿ $0.18
Waiver of Monthly Charges Rider6	Monthly, on the policy’s monthly calculation date	Rates per $1 of Monthly Charges5: Ÿ $0.05 — $0.12	Rates per $1 of Monthly Charges5: Ÿ $0.05 — $0.12
Waiver of Monthly Charges Rider charge for a 35 year old male, non-tobacco user, in the standard risk class, with a policy face amount of $500,0003	Monthly, on the policy’s monthly calculation date	Rates per $1 of Monthly Charges5: Ÿ $0.06	Rates per $1 of Monthly Charges5: Ÿ $0.06

All of the monthly charges listed in the Periodic Charges table above are deducted proportionately from the then current account values in the Separate Account and the Guaranteed Principal Account (excluding outstanding policy loans).

The mortality and expense charge is deducted from the assets of the Separate Account only.

1 The cost of insurance charge rates vary by the insured’s gender, issue age, and risk classification, and by policy year. This cost of insurance charge rate may not be representative of the charge that a particular policyowner will pay. If you would like information on the cost of insurance charge rates for your particular situation, you can request a personalized illustration from your financial representative or by calling the Executive Benefits Service Center at 1-800-665-2654.

2 The cost of insurance charge rates reflected in this table are for standard risks and are based on the 1980 Commissioners Standard Ordinary (1980 CSO) Tables. Unless the policy is issued as a result of guaranteed issue underwriting, additional charges, if any, may be assessed for risks associated with certain health conditions, occupations or avocations.

3 The rates shown for the “representative insured” are 1^st year rates only. After the first year, the rates will vary based on the age of the insured.

4 The face amount charge rates will vary by issue age of the insured and by policy year. This face amount charge rate may not be representative of the face amount charge that a particular policyowner will pay. If you would like information on the face amount charge rates for your particular situation, you can request a personalized illustration from your financial representative or by calling the Executive Benefits Service Center at 1-800-665-2654.

5 The policy’s “monthly charges” are equal to the sum of the following current account value charges: (a) administrative charge, (b) face amount charge (if applicable), (c) cost of insurance charge and (d) any applicable rider charges.

6 The term rider charges and the waiver of monthly charges rider charges vary based on the individual characteristics of the insured. These rider charges may not be representative of the charges that a particular policyowner will pay. If you would like information on the term rider charges and the waiver of monthly charges rider charges for your particular situation, you can request a personalized illustration from your financial representative or by calling the Executive Benefits Service Center at 1-800-665-2654.

7 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 we charge and the interest rate credited on loaned amounts.

Fee Tables

8

Annual Fund Operating Expenses

While you own the policy, if your assets are invested in any of the divisions, 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 policy, 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
American Century VP Income & Growth Fund (Class I)	0.70%	2	0.00%		—		—		0.70%
American Century VP International Fund (Class I)	1.23%	2	0.00%		—		—	3	1.23%
American Century VP Value Fund (Class I)	0.93%	2	0.00%		—		—	3	0.93%
Fidelity® VIP Contrafund® Portfolio (Service Class)	0.57%		0.09%		0.10%		—		0.76%	4
Fidelity® VIP Growth Portfolio (Service Class)	0.57%		0.11%		0.10%		—		0.78%	4
Goldman Sachs VIT Capital Growth Fund (Institutional)	0.75%	5	0.10%	6	—		—		0.85%	7
Goldman Sachs VIT Growth and Income Fund (Institutional)	0.75%	5	0.12%	6	—		—		0.87%	7
Goldman Sachs VIT Mid Cap Value Fund (Institutional)	0.80%	5	0.07%	6	—		—		0.87%	7
Goldman Sachs VIT Strategic International Equity Fund (Institutional)8	1.00%	5	0.16%	6	—		—		1.16%	7
Goldman Sachs VIT Structured U.S. Equity Fund (Institutional)	0.65%	5	0.07%	6	—		—		0.72%	7
Janus Aspen Balanced Portfolio (Institutional)	0.55%		0.03%		—	—		9	0.58%
Janus Aspen Forty Portfolio (Institutional)	0.64%		0.06%		—		—	9	0.70%
Janus Aspen Worldwide Growth Portfolio (Institutional)	0.60%	10	0.04%		—		—	9	0.64%
MFS® Emerging Growth Series (Initial Class)	0.75%		0.12%		—		—		0.87%	11
MFS® New Discovery Series (Initial Class)	0.90%		0.13%		—		—		1.03%	11
MFS® Research Series (Initial Class)	0.75%		0.14%		—		—		0.89%	11
MML Blend Fund	0.40%		0.03%	12	—		—		0.43%
MML Emerging Growth Fund	1.05%		0.50%		—		—		1.55%	13
MML Equity Fund	0.39%		0.03%	12	—		—		0.42%
MML Equity Index Fund (Class II)	0.10%		0.25%	12	—		—		0.35%	14

Fee Tables

9

Fund Name	Management Fees1	Other Expenses		12b-1 Fees	Acquired Fund Fee & Expenses	Total Annual Fund Operating Expenses
MML Growth Equity Fund	0.80%	0.35%	12	—	—	1.15%	13
MML Large Cap Value Fund	0.78%	0.07%	12	—	—	0.85%	13
MML Managed Bond Fund	0.45%	0.01%	12	—	—	0.46%
MML OTC 100 Fund	0.45%	0.63%	12	—	—	1.08%	13
MML Small Cap Equity Fund	0.65%	0.26%	12	—	—	0.91%	13
MML Small Cap Growth Equity Fund	1.07%	0.12%	12	—	—	1.19%	13
Oppenheimer Balanced Fund/VA (Non-Service)	0.72%	0.03%	15	—	—	0.75%	16
Oppenheimer Capital Appreciation Fund/VA (Non-Service)	0.64%	0.03%	15	—	—	0.67%	16
Oppenheimer Core Bond Fund/VA (Non-Service)	0.73%	0.04%	15	—	—	0.77%	16
Oppenheimer Global Securities Fund/VA (Non-Service)	0.62%	0.04%	15	—	—	0.66%	16
Oppenheimer High Income Fund/VA (Non-Service)	0.72%	0.02%	15	—	—	0.74%	16
Oppenheimer International Growth Fund/VA (Non-Service)	0.99%	0.05%	15	—	—	1.04%	16
Oppenheimer Main Street Fund® /VA (Non-Service)	0.64%	0.02%	15	—	—	0.66%	16
Oppenheimer Main Street Small Cap Fund® /VA (Non-Service)	0.72%	0.05%	15	—	—	0.77%	16
Oppenheimer MidCap Fund/VA (Non-Service)	0.67%	0.02%	15	—	—	0.69%	16
Oppenheimer Money Fund/VA (Non-Service)	0.45%	0.04%	15	—	—	0.49%
Oppenheimer Strategic Bond Fund/VA (Non-Service)	0.62%	0.02%	15	—	—	0.64%	17
Panorama Growth Portfolio (Non-Service)	0.63%	0.05%	15	—	—	0.68%	16
Panorama Total Return Portfolio (Non-Service)	0.63%	0.03%	15	—	—	0.66%	16
T. Rowe Price Limited-Term Bond Portfolio	0.70%	0.00%		—	—	0.70%
T. Rowe Price Mid-Cap Growth Portfolio18	0.85%	0.00%		—	—	0.85%
T. Rowe Price New America Growth Portfolio	0.85%	0.00%		—	—	0.85%

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

2 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.

3 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.

4 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: Fidelity^® VIP Contrafund^® Portfolio (Service Class) 0.75%, and for Fidelity^® VIP Growth Portfolio (Service Class) 0.77%. These offsets may be discontinued at any time.

5 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 Goldman Sachs VIT Capital Growth 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; for the Goldman Sachs VIT Growth and Income 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; for the Goldman Sachs VIT Strategic International Equity Fund’s management fee (at an annual rate) of 1.00% for the first $1 billion; 0.90% for the next $ 1 billion; 0.86% for the over $2 billion; for the Goldman Sachs VIT Mid Cap Value Fund’s management fee (at an annual rate) of 0.80% for the first $2 billion and 0.72% for over $2 billion; for the Goldman Sachs VIT Structured U.S. Equity Fund’s management fee (at an annual rate) of 0.65% for the first $1 billion; 0.59% for the next $ 1 billion; and 0.56% for over $2 billion.

Fee Tables

10

6 “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 (exclusive of any offset arrangements for VIT Mid Cap Value Fund) to the extent that such expenses exceed, on an annual basis, 0.114% of the fund’s average daily net assets for the VIT Capital Growth Fund and the VIT Growth and Income Fund, 0.164% of the fund’s average daily net assets for the VIT International Equity Fund, 0.054% of the fund’s average daily net assets for the VIT Mid Cap Value Fund, and 0.044% of the fund’s average daily net assets for the VIT Structured U.S. Equity Fund. The Investment Adviser may cease or modify the expense limitations at its discretion at any time. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.

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

8 Prior to April 30, 2007, known as VIT International Equity Fund.

9 “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.

10 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 this Prospectus for additional information with further description in the Statement of Additional Information.

11 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.

12 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.

13 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 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, 0.91% 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 or MML Small Cap Growth Equity Fund in 2006.

14 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%.

15 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.

16 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 $4,303 for Oppenheimer Balanced Fund/VA, $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, $2,785 for Oppenheimer Main Street Fund/VA, $1,600 for Oppenheimer Main Street Small Cap 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.”

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 $526 for Oppenheimer International Growth Fund/VA, $116 for Panorama Growth Portfolio, and $217 for Panorama Total Return Portfolio for IMMF management fees. There was no change to “Other Expenses” and “Total Operating Expenses.”

17 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%.

18 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

11

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 Strategic Variable Life^® Plus 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 selected face amount. The policy also offers you a choice of three death benefit options and you can, within limitations, change your death benefit option. You cannot, however, change the death benefit option after the policy anniversary nearest the insured’s 100th birthday.

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 investment divisions of the Separate Account that, in turn, invest in funds listed in this prospectus and a Guaranteed Principal Account. Your account 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 Guaranteed Principal Account, and the death benefit option you select.

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

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 individuals will be payable on this policy.

This prospectus describes the policy. Since it is not intended to address all situations, the actual provisions of your policy will control. 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.

Availability

The policy is available on a case basis. We may define a case as one person. All policies within a case are aggregated for purposes of determining policy dates, loan rates and underwriting requirements. The policy is either issued as an individual policy in the states in which it is approved or, as described below, as a group policy through an employer trust. If an individual owns the policy as part of an employer sponsored program, he or she may exercise all rights and privileges under the policy through their employer or other sponsoring entity acting as case administrator. After termination of the employment or other relationship, the individual may exercise such rights and privileges directly with MassMutual.

The minimum total selected face amount is $50,000 per policy. At the time of issue, the

The Company/The Strategic Variable Life^® Plus Policy

12

insured must be age 20 through age 85 as of his/her birthday nearest the policy date.

Employer Trust for the Group Policy

The Strategic Variable Life^® Plus Trust (the “Employer Trust”) has been established in conjunction with a Rhode Island bank (the “Trustee”) for plan sponsors interested in obtaining insurance coverage in group form under certificates. The group policy (group flexible premium variable life insurance policy) is issued to the employer trust by us in the state of Rhode Island, where the group policy has been filed and approved by the Commissioner of Insurance. The trustee is the owner of the group policy on behalf of the plan sponsors. The employer trust holds the group policy and distributes certificates to plan sponsors, thereby permitting plan sponsors to obtain insurance coverage on employees in accordance with the group insurance laws in effect in Rhode Island.

A participation agreement between the plan sponsor and us establishes and defines a plan sponsor’s status as a participant in the employer trust and its rights and obligations under the group policy. A plan sponsor applies to participate in the employer trust and applies to us for insurance upon the lives of eligible employees. If approved, we will issue a certificate for each Insured. All premiums are paid and all death benefits are paid by us to the beneficiary.

As of the date of this prospectus, the group policy and underlying certificates are only available in the states of Rhode Island and New Jersey.

Underwriting

We currently offer three different underwriting programs:

1. Full underwriting;

2. Simplified issue underwriting*; and

3. Guaranteed issue underwriting*.

* In certain states, guaranteed issue underwriting may be referred to as “limited underwriting” and simplified issue underwriting may be referred to as “simplified underwriting.”

The Strategic Variable Life^® Plus Policy

13

Owner, Insured, Beneficiary

Owner

The owner is the individual, corporation, partnership, trust or other entity who owns the policy, as shown on our records, and 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.

Insured

The insured is the person on whose life the policy is issued. The insured is named in the application for the policy. We will not issue a policy for an insured who is more than 85 years old.

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.

Unless an irrevocable beneficiary has been named, you can change the beneficiary at any time before the insured dies by sending a written request to our Administrative Office. If an irrevocable beneficiary has been named, the owner must have their consent 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.

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 selected face amount of a policy is currently $50,000. The owner selects, within our limits, the policy’s selected face amount. It is used to determine the amount of insurance coverage the policy provides while it is in force. The initial selected face amount is the selected 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. Subject to our underwriting criteria and any requirements imposed by the state in which the policy was to be issued and delivered, coverage under the policy generally becomes effective on the policy’s issue date. However, if we have not received the first premium 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.

Your Right To A “Free Look”

You have the right to examine your policy. If you change your mind about owning it, generally, you may cancel it within 10 days of receiving it, or a longer period if allowed by state law. If you cancel the policy we will issue you a refund. The length of the free look period and the amount refunded may vary depending on your state’s requirements.

If you cancel the policy, we will pay a refund to you. The refund equals either:

Ÿ any premium paid for the policy; plus

Ÿ interest credited to the policy under the Guaranteed Principal Account; plus or minus

Ÿ an amount that reflects the investment experience of the Separate Account Divisions to the date we receive your returned policy; minus

Ÿ Any amounts you borrowed or withdrew,

or, where required by state law, all premiums paid, reduced by any amounts borrowed or withdrawn.

During the free look period, we will apply premium payments to the Oppenheimer Money Division.

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

Owner, Insured, Beneficiary/Purchasing A Policy And Your Right To Cancel

14

Premiums

Premium Payments and Payment Plans

All premium payments should be sent to us either at our Administrative Office.

There are four premium concepts under the policy:

Ÿ Minimum Case Premium

Ÿ Minimum Net First Policy Premium

Ÿ Planned Annual Premium

Ÿ Annual Cutoff Policy Premium.

Minimum Case Premium

The minimum premium that we require for a case is $250,000 of first year annualized premium.

Minimum Net First Policy Premium

Generally, you determine the first premium you want to pay for the policy, but it must be at least equal to the minimum net first policy premium. The minimum net first policy premium is an amount equal to twelve (12) times the sum of the monthly charges for the first month.

You must pay the minimum net first policy premium and submit the application and all other required forms in good order to our Administrative Office before we will issue your policy.

Planned Annual Premium

You may elect in the application to pay an annual premium for your policy. We call this premium your planned annual premium. Your election of a planned annual premium forms the basis for the premium bills we send you. You may change the amount of your planned annual premium at any time.

The amount of your planned annual premium will depend on:

Ÿ The selected face amount of the policy;

Ÿ The insured’s age;

Ÿ The insured’s gender;

Ÿ The insured’s tobacco use classification; and

Ÿ The amount of the first premium paid.

There is no penalty if you do not pay the planned annual premium; however, the policy may lapse if there is not sufficient account value from which to deduct the monthly charges.

If a planned premium payment is not made, the policy will not necessarily terminate. Conversely, making planned annual premium payments does not guarantee the policy will remain in force. Even if you pay planned annual premiums, the policy will terminate if the account value becomes insufficient to pay monthly charges and the grace period expires without sufficient payment, unless your policy meets the safety test.

Annual Cutoff Policy Premium

The annual cutoff policy premium for your policy establishes a threshold for your policy’s sales loads. If you pay premiums that are below the annual cutoff policy premium, a higher sales load will result than if you pay premiums that exceed the annual cutoff policy premium.

We set the annual cutoff policy premium on the date we issue your policy. The amount of the annual cutoff policy premium depends on:

Ÿ The initial selected face amount of the policy;

Ÿ The insured’s age;

Ÿ The insured’s gender; and

Ÿ The insured’s tobacco use classification

The following table shows the annual cutoff policy premium at certain ages for a policy with a selected face amount of $100,000 in all years, under Death Benefit Option 1.

Annual Cutoff Policy Premium Level $100,000 Selected Face Amount (Death Benefit Option 1)

	Issue Age
Class	Age	Age	Age
	25	40	55
Male Tobacco	$3,247	$5,315	$8,496
Female Tobacco	$2,666	$4,395	$6,955
Unisex Tobacco	$3,132	$5,131	$8,175
Male Non-Tobacco	$2,639	$4,363	$7,183
Female Non-Tobacco	$2,342	$3,883	$6,325
Unisex Non-Tobacco	$2,580	$4,267	$7,009
Male UniTobacco	$2,867	$4,705	$7,593
Female UniTobacco	$2,431	$4,016	$6,450
Unisex UniTobacco	$2,780	$4,567	$7,359

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15

Premium Flexibility

While your policy is in force, you may pay premiums at any time before the death of the insured subject to certain restrictions. There are no required premium payments, although you must maintain sufficient account value to keep the policy in force by paying the monthly charges. You may elect to set-up a “Planned Annual Premium” payment plan. Premium payment plans are discussed above in the Premium Payments and Payment Plans section.

The minimum premium payment we will accept is $100.00.

In some cases, applying a subsequent premium payment in a policy year could result in your policy becoming a modified endowment contract (MEC). If so, 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. 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. 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. Please refer to the Federal Income Tax Considerations section of this prospectus.

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 IRC’s definition of life insurance for tax purposes. There are two tests under the IRC rules that are used to determine if a policy meets the IRC guidelines:

Ÿ The Cash Value Accumulation Test, and

Ÿ The Guideline Premium Test.

If you choose the Guideline Premium Test, the maximum premium payment we will accept will be stated in your policy’s specification pages. Regardless of whether you choose the Guideline Premium Test or the Cash Value Accumulation Test, we have the right to refund a premium paid in any year if it will increase the net amount at risk under the policy.

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 sales load, premium tax charges and deferred acquisition cost tax charges.

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

The net premium is allocated among the Separate Account Divisions and the Guaranteed Principal Account according to your current instructions and subject to our current allocation rules.

Net Premium Allocation

When applying for the policy, you choose the percentages of your net premiums to be allocated among the Separate Account Divisions and the Guaranteed Principal Account. You may choose any percentages (rounded to two decimal places) as long as the total is 100%. You may allocate net premium payments to a maximum of twenty-one (21) Separate Account Divisions and the Guaranteed Principal Account at any time.*

You may change your allocation of future net premiums at any time without charge by written request, including via facsimile, on our administrative form. This change will be effective on the valuation date the properly completed form is received at our Administrative Office. To allocate net premiums or to transfer account value to a twenty-second division of the Separate Account, you must transfer 100% of the account value from one or more of your twenty-one (21) selected Separate Account Divisions.

* We reserve the right to limit the number of Separate Account Divisions to which You can allocate Your net premiums if the limitation is necessary to protect Your policy’s status as life insurance under federal tax law.

When Net Premium is Allocated

During the free look period, we will apply your first net premium to the Oppenheimer Money Division, provided the premium equals or exceeds the minimum net first policy premium.

At the later of the end of the free look period or the date we receive proper notice that you received your policy, we will allocate your account value among the Guaranteed Principal Account and/or Separate Account Divisions according to your instructions and subject to our current allocation rules.

Premiums

17

Investment Choices

The Separate Account

The part of your premium that you invest in the variable investment divisions 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.”

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 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 policies.

We have established a segment within the Separate Account to receive and invest premium payments for the Strategic Variable Life^® Plus policies. When we talk about the Separate Account in this prospectus, we are specifically referring to the Strategic Variable Life^® Plus segment of the Separate Account.

Currently, the Strategic Variable Life^® Plus segment of the Separate Account is divided into 42 divisions. Each division purchases shares in a corresponding fund. Policyowners do not invest directly into the underlying funds. Instead, they invest in the Separate Account divisions. The Separate Account owns the fund shares. 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 Strategic Variable Life^® Plus 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.

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 prospectus. A copy of each underlying fund’s prospectus is attached to this prospectus.

Compensation We Receive From Funds and 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.

Investment Choices

18

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.

Sector	Investment Funds in Which the Divisions Purchase Shares	Investment Fund’s Adviser and Sub-Adviser
International/Global
	American Century VP International Fund	Adviser: American Century Global Investment Management, Inc. Sub-Adviser: N/A
	Goldman Sachs VIT Strategic International Equity Fund1 (Institutional)	Adviser: Goldman Sachs Asset Management International Sub-Adviser: N/A
	Janus Aspen Worldwide Growth Portfolio (Service)	Adviser: Janus Capital Management LLC Sub-Adviser: N/A
	Janus Aspen Worldwide Growth Portfolio (Institutional)	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

Investment Choices

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Sector	Investment Funds in Which the Divisions Purchase Shares	Investment Fund’s Adviser and Sub-Adviser
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 Portfolio2	Adviser: T. Rowe Price Associates, Inc. Sub-Adviser: N/A
Small/Mid Cap Blend
	MML Small Cap Equity Fund	Adviser: MassMutual Sub-Adviser: OppenheimerFunds, Inc.
	Oppenheimer Main Street Small Cap Fund®/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
Small/Mid Cap Value
	American Century VP Value Fund (Class I)	Adviser: American Century Investment Management, Inc. Sub-Adviser: N/A
	Goldman Sachs VIT Mid Cap Value Fund (Institutional)	Adviser: Goldman Sachs Asset Management, L.P. Sub-Adviser: N/A
Large Cap Growth
	Fidelity® VIP Growth Portfolio (Service Class)	Adviser: Fidelity Management & Research Company Sub-Adviser: FMR Co., Inc.
	Goldman Sachs VIT Capital Growth Fund (Institutional)	Adviser: Goldman Sachs Asset Management, L.P. Sub-Adviser: N/A
	Goldman Sachs VIT Growth & Income Fund (Institutional)	Adviser: Goldman Sachs Asset Management, L.P. Sub-Adviser: N/A
	Janus Aspen Forty Portfolio (Institutional)	Adviser: Janus Capital Management LLC Sub-Adviser: N/A

Investment Choices

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Sector	Investment Funds in Which the Divisions Purchase Shares	Investment Fund’s Adviser and Sub-Adviser
Large Cap Growth (Continued)
	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
Large Cap Blend
	Fidelity® VIP Contrafund® Portfolio (Service Class)	Adviser: Fidelity Management & Research Company Sub-Adviser: FMR Co., Inc.
	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.
	Panorama Growth Portfolio (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
Asset Allocation/Balanced
	Janus Aspen Balanced Portfolio (Institutional)	Adviser: Janus Capital Management LLC Sub-Adviser: N/A
	MML Blend Fund	Adviser: MassMutual Sub-Adviser: Babson Capital Management LLC
	Oppenheimer Balanced Fund/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
	Panorama Total Return Portfolio (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A

Investment Choices

21

Sector	Investment Funds in Which the Divisions Purchase Shares	Investment Fund’s Adviser and Sub-Adviser
Fixed Income
	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
	T. Rowe Price Limited-Term Bond Portfolio	Adviser: T. Rowe Price Associates, Inc. Sub-Adviser: N/A
Short-Term/Stable Value
	Oppenheimer Money Fund/VA (Non-Service)	Adviser: OppenheimerFunds, Inc. Sub-Adviser: N/A
Flexible Equity
	Goldman Sachs VIT Structured U.S. Equity Fund (Institutional)	Adviser: Goldman Sachs Asset Management, L.P. Sub-Adviser: N/A
	MFS® Emerging Growth Series (Initial Class)	Adviser: Massachusetts Financial Services Company Sub-Adviser: N/A
	MFS® Research Series (Initial Class)	Adviser: Massachusetts Financial Services Company Sub-Adviser: N/A
	T. Rowe Price New America Growth Portfolio	Adviser: T. Rowe Price Associates, Inc. Sub-Adviser: N/A

1 Prior to April 30, 2007, known as Goldman Sachs VIT International Equity Fund.

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

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The Guaranteed Principal Account

You may allocate some or all of the net premiums to the Guaranteed Principal Account. You may also transfer value from the Separate Account to the Guaranteed Principal Account.

Amounts allocated to the Guaranteed Principal Account become part of 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 Guaranteed Principal Account, in excess of policy debt, will earn interest at a minimum rate of 3% per year.

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

Ÿ 3%, or

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

We may credit a higher rate of interest at our discretion.

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 Guaranteed Principal Account 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.

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Policy Value

How The Value of your Policy is Calculated

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

1. the variable account value, and

2. the Guaranteed Principal Account value.

We will calculate your policy value on each valuation date.

Variable Account Value

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

Ÿ net premiums allocated to the Separate Account Divisions;

Ÿ transfers to the Separate Account Divisions from the Guaranteed Principal Account;

Ÿ transfers and withdrawals from the Separate Account Divisions;

Ÿ fees and charges deducted from the Separate Account Divisions; and

Ÿ the net investment experience of the Separate Account Divisions.

Transactions in the Separate Account 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 underlying fund.

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 underlying fund as well as deductions for the mortality and expense risk 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 premium payment allocated to a division by the value of the accumulation unit 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.

Purchase and Sale of Accumulation Units. The purchase and sale of accumulation units will affect your account value in the Separate Account Divisions. If we receive a premium payment or a written request that causes us to purchase or sell accumulation units, and we receive that premium payment or request before the valuation time on a valuation date, accumulation units will be purchased or sold as of that valuation date.

Otherwise, accumulation units will be purchased or sold as of the next following valuation date.

Guaranteed Principal Account Value

The Guaranteed Principal Account value is the accumulation at interest of:

Ÿ net premiums allocated to the Guaranteed Principal Account; plus

Ÿ amounts transferred into the Guaranteed Principal Account from the Separate Account Divisions; minus

Ÿ amounts transferred or withdrawn from the Guaranteed Principal Account; minus

Ÿ monthly charges deducted from the Guaranteed Principal Account.

Interest on the Guaranteed Principal Account

The Guaranteed Principal Account value earns interest at an effective annual rate, credited daily.

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For the part of the Guaranteed Principal Account value equal to any policy loan, the daily interest rate we use is the daily equivalent of the greater of:

Ÿ the annual policy loan interest rate in effect minus the loan interest rate expense charge; or

Ÿ 3%.

For the part of the Guaranteed Principal Account value in excess of any policy loan, the daily rate we use is the daily equivalent of the greater of:

Ÿ the current interest rate we declare; or

Ÿ the guaranteed interest rate of 3%.

Policy Termination and Reinstatement

The policy will not terminate simply because you do not make planned premium payments. Nor will making planned premium payments 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. If the policy is reinstated any adverse tax consequences that resulted due to the termination cannot be reversed. 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

We will not terminate your policy for failure to pay premiums. However, we will terminate your policy if on a monthly calculation date:

Ÿ the account value less any policy debt is insufficient to cover the total monthly charges due, and

Ÿ your policy does not meet the safety test.

Your policy will then enter a 61-day grace period.

Grace Period

Before your policy terminates, we allow a grace period during which you must pay the amount of premium needed to avoid termination. We will mail you a notice stating this amount.

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, and

Ÿ 31 days after 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 do not receive the required payment by the end of the grace period, the policy will terminate without value.

Safety Test

The safety test is a lapse protection feature. If met, this test allows your policy to stay in force for a period of time even if there is insufficient account value to cover the monthly charges. You may not elect Death Benefit Option 2 or 3, and the insured may not be in a substandard rating class for the safety test to apply.

Your policy meets the safety test on any given monthly calculation date if:

Ÿ the sum of premiums paid; less

Ÿ any amounts withdrawn; less

Ÿ any rider charges, if applicable;

equals or exceeds

Ÿ the sum of monthly safety test premiums on that monthly calculation date and all prior monthly calculation dates during the safety test period.

The safety test premiums will be shown on your policy specification page and will equal the equivalent Guideline Level Premium for a policy without any riders attached. Any change in the policy’s selected face amount will result in a new safety test premium being calculated.

If your policy debt exceeds account value, your policy will fail the safety test.

The safety test only applies during the safety test period, which starts on the policy date and expires on the safety test’s expiration date. The safety test’s expiration date is the later of the policy anniversary nearest the insured’s 70th birthday, or the tenth policy anniversary.

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The safety test is not available in New York.

Safety Test Grace Period

If your policy does not meet the safety test on any given monthly calculation date, we will mail you, and any assignee indicated on our records, a written notice. This notice states the premium amount you need to pay to prevent termination of the safety test. The safety test will expire 31 days after we mail this written notice, unless you send in the required premium payment. Once the safety test terminates, you cannot reinstate it.

Reinstating Your Policy

For a period of five (5) years after termination, you may be able to reinstate the policy during the insured’s lifetime. We will not reinstate the policy if it has been surrendered for its cash surrender value.

Before we reinstate the policy, we must receive the following:

Ÿ a completed application to reinstate on our administrative form;

Ÿ a premium payment that will produce an account value equal to 3 times the total monthly charges for the policy on the monthly calculation date on or next following the date of reinstatement;

Ÿ evidence of insurability satisfactory to us; and

Ÿ if applicable, a signed acknowledgement that the policy has become a modified endowment contract.

If you reinstate your policy, your policy’s selected face amount will be the same as if the policy had not terminated. The policy will be reinstated on the monthly deduction date that is on or next follows the date we approve your application (the “reinstatement date”). We will assess monthly charges due to us upon reinstatement of the policy as of the reinstatement date. The safety test will not apply to policies that we reinstate. We do not reinstate policy debt.

If you reinstate your policy, it may become a “modified endowment contract” under current federal 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 reinstatement occurs within 90 days of the end of the grace period. In no situation, however, can adverse tax consequences resulting from lapse with policy debt be reversed.

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26

Policy Transactions

While your policy is in force you may allocate account value among the Separate Account Divisions and to or from the Guaranteed Principal Account. You may also borrow against the policy, 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 transfer all or part of the account value among the policy’s Separate Account Divisions and the Guaranteed Principal Account. Transfers are 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, your transfer request will be effective on the next valuation date.

You can make transfers by written request on our administrative form or via the internet. In your transfer request, you must indicate the dollar amount or the percentage (rounded to two decimal places) you wish to transfer. There is no limit on the number of transfers you may make from the Separate Account Divisions. We reserve the right, however, to terminate, limit or modify your ability to make transfers in accordance with our policy against frequent trading and market timing.

You may maintain account value in a maximum of twenty-one (21) Separate Account Divisions and the Guaranteed Principal Account at any one time. If you want to transfer net premium or transfer account value to a twenty-second Division, you must transfer 100% of the account value from one or more of the twenty-one (21) active Separate Account Divisions.*

You may transfer all account value in the Separate Account to the Guaranteed Principal Account at any time without incurring a fee. The transfer will take effect when we receive your signed, written request.

* We reserve the right to limit the number of Separate Account Divisions to which you can allocate your account value if the limitation is necessary to protect your account value if the limitation is necessary to protect your policy’s status as life insurance under federal tax law.

We will consider all transfers made on one valuation date to be one transfer.

We currently do not charge a fee for transfers. We, however, reserve the right to charge a fee for transfers if there are more than six (6) transfers in a policy year. This fee will not exceed $10 per transfer.

You may only transfer account value from the Guaranteed Principal Account to the Separate Account once per policy year. This transfer must occur within the 31-day period following your policy anniversary date. This transfer may not exceed 25% of your account value in the Guaranteed Principal Account at the time of your transfer. For purposes of this transfer restriction, your account value in the Guaranteed Principal Account does not include policy debt. However, you may transfer 100% of your account value in the Guaranteed Principal Account to the Separate Account if:

Ÿ you have transferred 25% of your account value in the Guaranteed Principal Account in each of the previous three (3) policy years, and

Ÿ you have not allocated premium payments or made transfers to the Guaranteed Principal Account during any of the previous three (3) policy years, except as a result of a policy loan.

You cannot transfer Guaranteed Principal Account value equal to any policy debt.

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.

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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 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.

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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.

Withdrawals

After your policy has been in force for six (6) months, you can withdraw value from your policy. You must send a written request on our administrative form to our Administrative Office.

Ÿ Minimum withdrawal amount: $100 (before deducting the withdrawal charge).

Ÿ Maximum withdrawal amount: Account value, less policy debt, less an amount equal to twelve (12) multiplied by the most recent monthly charges for the policy.

You must specify in your request the investment options from which your want the withdrawal made and the dollar amount you want withdrawn from each. If you do not specify, the withdrawal will be deducted in proportion to the values in each Separate Account Division and the Guaranteed Principal Account. The withdrawal amount from each Separate Account Division and the Guaranteed Principal Account may not exceed the non-loaned account value allocated to each as of the date of the withdrawal.

We deduct a charge of 2.0% of the amount you withdraw. This charge will not exceed $25.00. We will reduce your account value by the amount of the withdrawal. If the policy’s account value is reduced to a point where it cannot meet a monthly deduction, your policy will enter a grace period. If necessary, we will reduce your policy’s selected face amount to prevent an increase in the amount at risk, unless you provide us with satisfactory evidence of insurability. Withdrawals may have adverse tax consequences.

Withdrawals will be effective on the monthly calculation date that is on or next follows the date we receive your request in good order at our Administrative Office. We will pay any withdrawal amounts within 7 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 cash surrender value.

The cash surrender value is equal to:

Ÿ the account value; minus

Ÿ any outstanding policy debt; plus

Ÿ the refund of sales load, if applicable.

There is no surrender charge.

If you surrender your policy within the first two policy years, we will refund a portion of the sales load as part of the cash surrender value. If you surrender your policy in the first policy year, we will refund 65% of the sales load collected for that year. If you surrender your policy in the second policy year, we will refund 30% of the sales load collected in the first policy year.

The surrender will be effective on the valuation date we receive the policy and a written surrender request on our administrative form and in good order at our Administrative Office, unless you select a later effective date. If, however, we receive your surrender request on a date that is not a valuation date or after a valuation time, then your surrender will be effective on the next valuation date.

We will pay any surrender amounts within 7 days of the surrender effective date, unless we are required to suspend or postpone surrender payments. (Please refer to Other Policy Rights and Limitations). Surrenders may have adverse tax consequences.

The policy terminates as of the effective date of the surrender and cannot be reinstated.

Loans

You may take a loan from the policy at any time while the insured is living. We charge interest on policy loans and the interest may be added to the policy debt. We refer to all outstanding loans plus accrued interest as “policy debt.” You may repay

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all or part of your policy debt, but you are not required to do so. We will deduct any outstanding debt from the proceeds payable at death or the surrender of the policy.

The maximum loan amount is equal to:

Ÿ 100% of your account value at the time of the loan; minus

Ÿ any outstanding policy debt before the new loan; minus

Ÿ interest on the loan being made and on any outstanding policy debt to the next policy anniversary date; minus

Ÿ an amount equal to the most recent monthly charges for the policy multiplied by the number of monthly calculation dates remaining from the date the loan is made up to and including the next policy anniversary date.

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 cash surrender value;

Ÿ it will reduce the death proceeds; and

Ÿ it has potential adverse tax consequences.

These tax consequences are discussed in the Federal Income Tax Considerations section.

Loan Procedures

Requesting a Loan

Ÿ To take a loan, you must send a written request on our administrative form to our Administrative Office.

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 written request and all other required documents in good order at our Administrative Office.

On the effective date of the loan, we deduct your requested loan amount from the Separate Account Divisions and the Guaranteed Principal Account in proportion to the non-loaned account value of each. We liquidate accumulation units in the Separate Account Divisions and transfer the resulting dollar amounts to the Guaranteed Principal Account. These dollar amounts become part of the loaned portion of the Guaranteed Principal Account. You may not borrow from the loaned portion of the Guaranteed Principal Account.

We will pay any loan amounts within 7 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 interest rate less the loan interest rate expense charge.

The current loan interest rate expense charge varies by policy year as follows:

Ÿ Policy years 1 through 15: 0.75%

Ÿ Policy years 16 through 30: 0.55%

Ÿ Policy years 31 and thereafter: 0.45%

This charge will not exceed 3.00% (2.00% in New York).

Loan Interest Rate

At the time you apply for the policy, you may select a loan interest rate of 6% per year or, where permitted, an adjustable loan rate. All policies within a case must have the same fixed or adjustable loan rate. Each year we set the adjustable rate that will apply for the next policy year. The maximum loan rate is based on the monthly average of the composite yield on seasoned corporate bonds as published by Moody’s Investors Service, Inc. If this Moody’s Investors Service, Inc. is no longer published, we will use a similar average as approved by the insurance department of the state in which your contract was issued.

The maximum rate is the greater of:

Ÿ the published monthly average for the calendar month ending two months before the policy year begins; or

Ÿ 5%.

We will increase the rate if the maximum limit is at least  ¹/2% higher than the rate in effect for the

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previous year. We will decrease the rate if the maximum limit is at least  ¹/2% lower than the rate in effect for the previous year.

Interest on policy loans accrues daily and becomes part of the policy debt as it accrues. Interest is due on each policy anniversary. If you do not pay the interest when it is due, we will add the interest to the loan, and it will bear interest at the same rate. We treat any interest capitalized on a policy anniversary the same as a new loan. We will deduct this capitalized interest from the Separate Account Divisions and the Guaranteed Principal Account in proportion to the non-loaned account value in each.

Effects of a Loan on the Values of the Policy

A policy loan affects policy values since we reduce the death benefit and cash surrender value by the amount of the policy debt.

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.

Policy debt must not exceed your account value. If this limit is reached, we may terminate the policy, even if your policy meets the safety test. If we terminate your policy for this reason, we will notify you (and any assignee shown on our records) in writing. The section on Policy Termination explains more completely what will happen if your policy is at risk of terminating.

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 cash surrender value under the policy by the amount of the repayment.

We will apply your loan repayments on the valuation date they are received at our Administrative Office, in good order. Upon repayment, we will transfer values equal to the repayment from the loaned portion of the Guaranteed Principal Account to the non-loaned portion of the Guaranteed Principal Account and the applicable Separate Account Division(s). We will transfer the repayment in proportion to the non-loaned value in each Separate Account Division and/or the Guaranteed Principal Account at the time of repayment.

If you do not repay the loan, we deduct the loan amount due from the cash surrender value or the death benefit.

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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 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 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 and are included in Appendix B to this prospectus.

Your choice of the Guideline Premium Test or the Cash Value Accumulation Test will depend on how you intend to pay premiums. 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 a selected face amount and death benefit option. We offer three death benefit options:

Ÿ Death Benefit Option 1 — the death benefit is the greater of:

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

(b) the minimum face amount in effect on the date of death.

Ÿ Death Benefit Option 2 — the death benefit is the greater of:

(a) the sum of the selected face amount in effect on the date of death plus the account value on the date of death; or

(b) the minimum face amount in effect on the date of death.

Ÿ Death Benefit Option 3 — the death benefit is the greatest of:

(a) the sum of the selected face amount in effect on the date of death, plus the sum of all premiums paid, less withdrawals; or

(b) the selected face amount in effect on the date of death; or

(c) the minimum face amount in effect on the date of death.

If the insured dies while the policy is in force, we will pay the death benefit based on the option in effect on the date of death, with the following adjustments:

Ÿ We add the part of any monthly charges that apply for the period beyond the date of death; and

Ÿ We deduct any policy debt outstanding on the date of death; and

Ÿ We deduct any monthly charges unpaid as of the date of death.

You should note that under Death Benefit Options 1 and 3, the death benefit amount is not affected by your policy’s investment experience unless the death benefit is based on the minimum face amount. Under Death Benefit Option 2, the death benefit amount may increase or decrease depending on investment experience.

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We pay interest on the death benefit from the date of death to the date the death benefit is paid or a payment option becomes effective. The interest rate equals the rate determined under the interest payment option.

Example: The following example shows how the death benefit may vary as a result of investment performance and Death Benefit Option in effect on the date of death.

	Policy A		Policy B
(a)Selected face amount:	$	100,000	$	100,000
(b)Account value on date of death, plus refund of sales load, if applicable:	$	40,000	$	50,000
(c)Sum of premiums less withdrawals:	$	30,000	$	40,000
(d)Minimum face amount percentage on date of death:		240%		240%
(e)Minimum face amount (b x d):	$	96,000	$	120,000
Death benefit if Death Benefit Option 1 is in effect [greater of (a) or (e)]:	$	100,000	$	120,000
Death benefit if Death Benefit Option 2 is in effect [greater of (a + b) or (e)]:	$	140,000	$	150,000
Death benefit if Death Benefit Option 3 is in effect [greater of (a + c) or (a) or (e)]:	$	130,000	$	140,000

The examples assume no additions to or deductions from the selected face amount or minimum face amount are applicable.

Right to Change the Death Benefit Option

You may change your Death Benefit Option at any time while the insured is living by written request and subject to our guidelines regarding proof of insurability. However, no change will be permitted after the policy anniversary nearest the insured’s 100th birthday. There is no charge for a change in Death Benefit Option; however, the monthly deduction amount will change.

If the change is from:

Ÿ Death Benefit Option 1 to 2, or

Ÿ Death Benefit Option 1 to 3, or

Ÿ Death Benefit Option 2 to 3, or

Ÿ Death Benefit Option 3 to 2,

then the selected face amount after the change will equal the selected face amount before the change, and evidence of insurability will be required.

If the change is from Death Benefit Option 2 to 1, then the selected face amount after the change will equal the selected face amount before the change plus the account value, and no evidence of insurability is required.

If the change is from Death Benefit Option 3 to 1, then the selected face amount after the change will equal the greater of (i) the selected face amount before the change and (ii) the selected face amount before the change plus the sum of all premiums less withdrawals. No evidence of insurability is required.

The effective date of any change in the Death Benefit Option will be your first policy anniversary on, or next following, the later of:

Ÿ 15 days after we receive and approve your written request for such change; or

Ÿ the requested effective date of the change.

Right to Change the Face Amount

You may request an increase or decrease in the selected face amount. If you change your selected face amount, your policy charges will change accordingly.

If you increase or decrease the selected 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 modified endowment contract may effect your tax situation.

Increases in Selected Face Amount. You may increase the selected face amount by written request six (6) months after policy issue or six (6) months after a previous increase. We may request adequate evidence of insurability for an increase.

We will not allow an increase in the selected face amount after the policy anniversary date nearest the insured’s 85th birthday. Any increase in the selected face amount will be effective on the

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monthly calculation date which is on, or next follows, the later of:

Ÿ 15 days after we have received and approved your written request for such change; or

Ÿ the requested effective date of the change.

Any increase must be for at least $10,000.

Decreases in Selected Face Amount. You may also decrease your policy’s selected face amount. We allow a decrease in the selected face amount only once per policy year. The selected face amount after a decrease must be at least $50,000.

Any requested decrease in the selected face amount will be effective on the monthly calculation date which is on, or next follows the later of:

Ÿ 15 days after we receive and approve your written request for such change;

Ÿ the requested effective date of the change.

When We Pay Death Benefit Proceeds

If the policy has not terminated, and it is determined that the claim is valid, we normally pay the death benefit within 7 days after we receive all required documents, in good order, at our Administrative Office.

We investigate all death claims that occur within two (2) years:

Ÿ after the policy is issued,

Ÿ after an increase in the selected face amount, or

Ÿ after reinstatement.

These two-year periods are called the policy’s “contestable periods”. After that two-year period, we cannot contest a policy’s validity, except for failure to pay premiums.

We can delay payment of the death benefit if the policy has account value invested in the Separate Account on the date of death during any period that:

Ÿ It is not reasonably practicable to determine the amount because the New York Stock Exchange is closed, except for normal weekend or holiday closings;

Ÿ Trading is restricted by the Securities and Exchange Commission (SEC); or

Ÿ The SEC determines that an emergency exists; or

Ÿ The SEC, by order, permits us to delay payment for the protection of our policyowners.

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.

We will pay the death benefit in one lump sum or the beneficiary may choose one or more of the following options:

Ÿ Fixed Amount Payment Option;

Ÿ Fixed Time Payment Option;

Ÿ Lifetime Payment Option;

Ÿ Interest Payment Option;

Ÿ Joint Lifetime Payment Option; and

Ÿ Joint Lifetime Payment Option with Reduced Payments.

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 (2) years from the issue date, we will pay a limited death benefit in one sum to the beneficiary. The limited death benefit is the amount of premiums paid for the policy, less any policy debt or amounts withdrawn.

Ÿ If the death occurs within two (2) years from an increase in the selected face amount and while the policy is in force, we will pay a limited benefit to the beneficiary. The limited death benefit is the cost of insurance charges associated with the selected face amount increase plus the death benefit in effect two years prior to the suicide.

Ÿ If the death occurs within two (2) years after the policy is reinstated and while the policy is in force, we will pay a limited benefit to the beneficiary. The limited death benefit is the amount of premium you paid to reinstate the policy and any premiums you paid thereafter, less any policy debt or amounts you withdrew.

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Misstatement of Age or Gender

We will make an adjustment if the insured’s date of birth or gender in the application is not correct. If the adjustment is made when the insured dies, we will adjust the death benefit by the most recent cost of insurance charge according to the correct age and gender. If we make the adjustment before the insured dies, we will base future monthly charges on the correct age and gender.

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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

Prior to applying your premium to the General Principal Account or the selected Separate Account Division(s), we deduct a sales load, state premium tax and a deferred acquisition cost tax charge from your premium.

Sales Load Charge

We deduct a sales load from your premium for the expenses related to the sale and distribution of the policies. We will refund a portion of the sales load to you, as part of the cash surrender value, if you surrender your policy within the first two (2) policy years.

The maximum sales load that we can deduct is:

Ÿ Policy years 1 – 7: 10% of premiums up to the annual cutoff policy premium*

Ÿ Policy years 8+: 2.5% of premiums up to the annual cutoff policy premium*

Ÿ All policy years: 1% of premiums in excess of the annual cutoff policy premium*

*A table showing the annual cutoff policy premium at certain ages for a policy with a selected face amount of $100,000 in all years can be found in the Premiums section of this prospectus.

State Premium Tax Charge

States assess premium taxes at various rates. We currently deduct the applicable state rate from each premium to cover premium taxes assessed against us by the states. The state rate will be either the Massachusetts rate or the applicable state rate.

We may increase or decrease this charge if there is any change in the tax or change of residence. You should notify us of any residence change. Any change in this charge will be effective immediately.

Deferred Acquisition Cost (“DAC”) Tax Charge

This charge is related to our federal income tax burden, under Internal Revenue Code Section 848. This charge will always represent the expense to us of the federal deferred acquisition cost tax.

Withdrawal Charge

If you make a withdrawal from your policy, we deduct a charge of 2% of the money you withdraw. This charge will not exceed $25. 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. It is deducted from the loan interest rate. This charge reimburses us for the ongoing expense of administering the loan.

The charge varies by policy year. The maximum loan interest rate expense charge is 3.00% (2.00% in New York).

Substitute Insured Charge

We assess an administrative fee if you transfer the policy to the life of a substitute insured. The charge reimburses us for processing the substitution. The charge is $75.00.

Transfer Charge

We currently do not charge a fee for transfers. We, however, reserve the right to charge a fee for transfers if there are more than six (6) transfers in a policy year. This fee will not exceed $10 per transfer. If imposed, the fee will reimburse us for processing the transfer.

Surrender Charges

There are no surrender charges.

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Monthly Charges Against the Account Value

The following charges are deducted from the account value on each monthly calculation date:

Ÿ An administrative charge;

Ÿ A cost of insurance charge;

Ÿ A face amount charge (if applicable); and

Ÿ Any rider charge (if applicable).

The monthly calculation date is the date on which monthly charges for the policy are due. The first monthly calculation date is the policy date, and subsequent monthly calculation dates are on the same day of each succeeding calendar month.

Your policy’s monthly calculation date will be listed in the policy specifications page. Monthly charges are deducted from the Separate Account Divisions and the Guaranteed Principal Account in proportion to the non-loaned account values in each on the date the deduction is taken.

Administrative Charge

We deduct a monthly charge for costs we incur for providing certain administrative services. These services include premium billing and collection, record keeping, processing claims, and communicating with policyowners. The maximum administrative charge that we will assess is $9.00 per month.

Cost of Insurance Charge

(We refer to this charge as the “Mortality Charge” in your policy)

The cost of insurance charge compensates us for providing you with life insurance protection. We expect to profit from this charge and may use these profits for any lawful purpose.

The maximum or guaranteed cost of 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 Table, male or female (unisex rates may be required in some states), non smoker or smoker table, age of the insured on their nearest birthday.

Your policy’s actual or current cost of insurance charge rates are based on the following:

Ÿ the insured’s issue age,

Ÿ the insured’s gender,

Ÿ the insured’s tobacco use classification,

Ÿ the policy year in which we make the deduction,

Ÿ the rating class of the policy, and

Ÿ the underwriting classification of the case.

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 selected face amount of the policy.

How the cost of insurance charge is calculated

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

The insurance risk is the difference, on the monthly calculation date, between:

Ÿ the amount of death benefit available under the Death Benefit Option in effect, discounted by the monthly equivalent of 3% per year, and

Ÿ the account value (before deduction of the monthly cost of insurance charge).

The following two steps describe how we calculate the cost of insurance charge for your policy:

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

(a) We divide the amount of the death benefit available under the Death Benefit Option in effect by 1.0024663; and

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

Step 2: We multiply the insurance risk by the cost of insurance charge rate. This amount is your cost of insurance charge.

Additional Information about the Cost of Insurance Charge

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

Ÿ the amount and timing of premium payments,

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37

Ÿ investment performance,

Ÿ fees and charges assessed,

Ÿ rider charges,

Ÿ withdrawals,

Ÿ policy loans,

Ÿ changes to the selected face amount, and

Ÿ changes to the Death Benefit Option.

We will apply any change in the cost of insurance charge to all policies in the same class.

Face Amount Charge

We currently deduct a monthly face amount charge from polices that are issued under a full underwriting basis. We use this charge to reimburse us for the costs associated with performing full underwriting on potential policyowners. We base this charge on the greater of the initial selected face amount or the first premium multiplied by the applicable minimum face amount percentage found in Appendix B of this prospectus. This charge will not be based on an amount greater than $10 million. This charge is fixed for a set number of policy years.

Rider Charges

You can obtain additional benefits by applying for riders on your policy. The purpose of the charge for these riders is to compensate us for the anticipated cost of providing the additional benefits.

Daily Charges Against the Separate Account

The following charge is deducted daily from the Separate Account.

Mortality and Expense Risk Charge

(We refer to this charge as the “Net Investment Factor Asset Charge” in your policy)

The mortality and expense risk charge imposed is a percentage of the assets held in the Separate Account Divisions. This charge varies by policy year. The maximum or guaranteed percentage is 1.0% in any policy year.

The charge is deducted from the Separate Account Divisions but not from the Guaranteed Principal Account.

This charge compensates us for the mortality and expense risks we assume under the policies. The mortality risk we assume is that the group of lives insured under our policies may, on average, live for shorter periods of time than we estimated, and as a result, the insurance charges will be insufficient to meet actual claims. The expense risk we assume is that our costs of issuing, distributing and administering the policies will exceed the administrative charges collected.

If all the money we collect from this charge is not needed to cover death benefits and expenses, it will be our gain. We will use this gain for any purpose, including payment of sales commissions. If the money we collect is insufficient, we will still pay all valid claims and expenses.

Other Charges

Charges for Federal Income Taxes

We do not currently charge the Separate Account Divisions for federal income taxes attributable to them. However, we reserve the right to eventually charge the Separate Account Divisions to provide for future federal income tax liability of the Separate Account Divisions.

Investment Management Fees and Other 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 a distribution fee out of the fund’s assets to us called a “12b-l” fee. Any investment in one of the funds with a 12b-l fee will increase the cost of your investment in this contract. Please refer to the fund prospectuses for more information regarding these expenses.

Reduction of Charges

We may reduce or eliminate certain charges (sales load, administrative charge, cost of insurance charge, or other charges), where the size or nature of the group results in savings in sales, underwriting, administrative or other costs, to us. These charges may be reduced in certain group, sponsored arrangements or special exchange programs made available by us. Eligibility for

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reduction in charges and the amount of any reduction is determined by a number of factors, including:

Ÿ the number of insureds;

Ÿ the total premium expected to be paid;

Ÿ total assets under management for the policyowner;

Ÿ the nature of the relationship among individual insureds;

Ÿ the purpose for which the policies are being purchased;

Ÿ the expected persistency of individual policies; and

Ÿ any other circumstances which are rationally related to the expected reduction in expenses.

The extent and nature of reductions may change from time to time. The charge structure may vary. Variations are determined in a manner not unfairly discriminatory to policyowners which reflects differences in costs of services.

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Other Benefits Available Under The Policy

Additional Benefits You Can Get By Rider

At your request, the policy can include additional benefits. We approve these benefits based on our standards and limits for issuing insurance and classifying risks. Any additional benefit we provide by rider is subject to the terms of both the rider and the policy. We deduct the cost of any rider from your account value. Subject to state availability, the following riders are available.

Supplemental Monthly Term Insurance Rider

The Supplemental Monthly Term Insurance Rider (Term Rider) provides you with the option to purchase monthly term insurance on the life of the insured. The Term Rider selected face amount supplements the selected face amount of your policy. You can only elect the Term Rider in the policy’s application. The safety test will not apply to the Term Rider.

If you elect the Term Rider, your policy’s selected face amount, plus the Term Rider’s selected face amount must equal at least $50,000. However, your policy’s selected face amount must be at least $5,000.

If you elect the Term Rider, the policy may have a lower annual cutoff policy premium. As a result, you may pay a lower overall sales load when compared to a policy with the same total selected face amount but without the Term Rider.

You may increase the Term Rider selected face amount upon satisfactory written notice to us. We will require satisfactory evidence of insurability for your requested increase. You may also decrease the Term Rider selected face amount upon written notice in a form satisfactory to us.

If You request an increase or decrease or policy withdrawal, you must specify whether we should apply any resulting increase or decrease to the policy’s selected face amount or the Term Rider selected face amount. If you do not specify, we will apply any resulting increase or decrease in proportion to the policy’s selected face amount and the Term Rider selected face amount.

The Term Rider will terminate:

1. If we receive satisfactory written notice to cancel from you. Such cancellation will apply to all monthly calculation dates beginning on or after the date we receive the cancellation notice; or

2. If your account value is insufficient to cover your monthly charges, regardless of whether your policy meets the safety test; or

3. Thirty (30) days after an unpaid premium when there is insufficient value to cover the Term Rider’s monthly charges; or

4. Upon the later of (a) your policy anniversary nearest the insured’s 70th birthday, or (b) upon the tenth policy anniversary; or

5. Upon termination of your policy for any reason.

If termination occurs for the reason stated in No. 4, the policy’s selected face amount automatically increases by the amount of the Term Rider’s selected face amount. If the Term Rider terminates for any reason, it can never be reinstated.

Waiver Of Monthly Charges Rider

This rider allows us to waive the monthly charges of your policy if:

Ÿ The insured becomes totally disabled before the policy anniversary nearest the insured’s 65th birthday; and

Ÿ Such total disability continues for six (6) months.

The Waiver of Monthly Charges Rider will terminate when any of the following occurs:

Ÿ The insured is no longer disabled; or

Ÿ You do not give us the required satisfactory proof of continued disability; or

Ÿ The insured fails or refuses to have a required examination; or

Ÿ The day before the policy anniversary after the insured’s 65th birthday, or, if later, the date two (2) years from the date the total disability began.

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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 presented 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 tax and legal advice from a qualified tax advisor. 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 below 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 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 ages of the insureds; (4) high or increasing amount of insurance risk, depending on death benefit option and changing account value; and (5) increasing policy loan rates if the adjustable policy loan rate is in effect.

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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 advisor at least annually, and take appropriate preventative action.

A change of the owner or an 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 for 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

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amounts distributed under the policy are taxable 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 59 ¹/2; 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 amounts 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 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 from the start of that testing period using the lower benefit amount. 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 with 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 benefits.

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 7-pay 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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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.

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.

Federal Income Tax Considerations

44

Other Information

Paid-up Policy Date

The paid-up policy date is the policy anniversary nearest the insured’s 100th birthday. On and after this date, your selected face amount will equal the account value multiplied by a factor guaranteed to be no less than 1. As of this date and thereafter, the Death Benefit Option will be Death Benefit Option 1, the charge for cost of insurance will be $0, and we will no longer accept premium payments. We will continue to deduct any other monthly charges. Your payment of planned annual premiums does not guarantee that the policy will continue in force to the paid-up policy date.

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 National Association of Securities Dealers, Inc. 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.

The policy is sold by both registered representatives of MML Investors Services, Inc. (“MMLISI”), a subsidiary of MassMutual, and by registered representatives of other broker-dealers who have entered into distribution agreements with MML Distributors (“broker-dealers”).

Commissions

Commissions are paid to MMLISI and all broker-dealers who sell the policy. Commissions for sales of the policy by MMLISI registered representatives are paid by MassMutual through MMLISI to those registered representatives. Commissions for sales of the policy by registered representatives of other broker-dealers are paid by MassMutual through MML Distributors to those broker-dealers.

Commissions are a percentage of premiums paid under the policies. Commissions will not exceed 13% of premiums, plus 0.20% of the account value of the Separate Account Divisions.

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 cost 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.

Additional Compensation Paid to Certain Broker-Dealers

In addition to the commissions described above, we may make cash payments to certain broker-dealers to attend sales conferences and educational seminars, thereby promoting awareness of our products. This additional compensation is not offered to all broker-dealers and the terms of the arrangements may differ among broker-dealers. Any such compensation will be paid by MML Distributors or us out of our or MML Distributors’ assets and will not result in any additional direct charge to you.

Compensation in General

The compensation arrangements described in this section 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. You may contact 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.

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.

Other Information

45

Other Policy Rights and Limitations

Right To Substitute Insured

You may transfer the policy to the life of a substitute insured subject to certain restrictions. You must request this transfer in writing. The substitution of an insured may affect the policy’s selected face amount and account value. Future charges against the policy will be based on the life of the substitute insured.

The effective date of the transfer is the policy anniversary date which is on, or next follows, the later of:

Ÿ The date we approve the application for transfer; and

Ÿ The date any required cost to transfer is paid.

The costs to transfer are:

Ÿ An administrative fee of $75, plus

Ÿ Any premium necessary to effect the transfer, plus

Ÿ Any excess policy debt you have not repaid prior to transfer.

Excess policy debt is the amount by which policy debt exceeds the maximum loan available after transfer. You must pay any such excess on or before the transfer date.

The incontestability and suicide exclusion periods, as they apply to the substitute insured, run from the transfer date. Any assignments will continue to apply.

The Internal Revenue Service has ruled that a substitution of insureds is an exchange of contracts which does not qualify for the tax deferral available under IRS Code Section 1035. Therefore, you must include in current gross income all the previously unrecognized gain in the policy upon a substitution of insureds.

Right to Assign the Policy

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.

Dividends

Each year we determine the money available to pay dividends. We then determine if we will pay any dividend under the policy. We will pay any dividend on your policy anniversary. We do not expect to pay any dividends under the policies.

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 kind, 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.

Deferral of Payments

We may delay payment of any cash surrender values, withdrawals and loan proceeds that are based on the Guaranteed Principal Account for up to six (6) months from the date the request is received at our Administrative Office.

We may delay payment of any cash surrender values, withdrawal or loans from the Separate Account during any period when:

Ÿ It is not reasonably practicable for us to determine the amount because the New York Stock Exchange is closed, except for normal weekend or holiday closings, or trading is restricted; or;

Ÿ The Securities and Exchange Commission declares an emergency exists, or

Ÿ The Securities and Exchange Commission permits us to delay payment in order to protect our owners.

Other Information

46

If we delay payment of a surrender or withdrawal for more than 10 working days from the effective date of the surrender or withdrawal, we add interest to the date of payment at the same rate it is paid under the interest payment option.

Possible Restrictions on Financial Transactions

Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require us to block an 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.

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 Investment Company Act of 1940, as amended (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 reserve 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.

Legal Proceedings

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

We, along with numerous other defendants, have been named in an adversary proceeding in the Enron bankruptcy. In addition, in June 2005, our 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. We have appealed this ruling to the Massachusetts state court. In 2006, we 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, we 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, we have paid $111 million of the original $268 million accrual.

Other Information

47

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

We are subject to governmental and administrative proceedings and regulatory examinations and investigations in the ordinary course of its business. We have cooperated fully with these regulatory agencies with regard to their examinations and investigations and have 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, we have 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.

We believe 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 our financial position or liquidity. The outcome of a particular matter may be material to our operating results for a particular period depending upon, among other factors, the size of the matter and the level of our 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

48

Appendix A

Glossary

Case: A group of policies sold to individuals with a common employment or other non-insurance motivated relationship.

Insured: Person whose life the policy insures.

Issue Date: The date the policy is in force. It is also the start date of the suicide exclusion and contestability periods.

Monthly Calculation Date: The date the monthly charges are due. The first monthly calculation date is the policy date. Subsequent monthly calculation dates are on the same date of each calendar month thereafter.

Monthly Charges: The account value charges that are deducted from the policy’s account value on each Monthly Calculation Date. These charges include the following: (a) administrative charge, (b) cost of insurance charge, (c) face amount charge (if applicable) and (d) any rider charges (if applicable).

Net Premium: Premium paid less sales load, premium tax charges and deferred acquisition cost tax charges.

Policy Anniversary: The anniversary of the policy date.

Policy Date: The date used as the starting point for determining policy anniversary dates, policy years and monthly calculation dates.

Policy Year: The twelve month period beginning with the policy date, and each successive twelve month period thereafter.

Policyowner: The corporation, partnership, trust, individual, or other entity who owns the policy, as shown on our records.

Valuation Date: A date on which the prices of the Separate Account accumulation units are determined. Generally, this will be any date on which the New York Stock Exchange is open for trading.

Valuation Time: The time the New York Stock Exchange closes on a valuation date (currently, generally, 4:00 p.m. New York time). All required actions will be performed as of the valuation time.

Appendix A

1

Appendix B

Minimum Face Amount Percentages

	Cash Value Accumulation Test:										Guideline Premium Test:
Attained Age		Male * Non- Tobacco	Male Tobacco	Male Uni- Tobacco	Female * Non- Tobacco	Female Tobacco	Female Uni- Tobacco	Unisex * Non- Tobacco	Unisex Tobacco	Unisex Uni- Tobacco	All Rate Classes
20		710	576	653	808	711	779	727	598	674	250
21		689	559	634	783	688	754	706	581	654	250
22		669	543	615	758	666	730	685	564	635	250
23		649	528	597	733	645	706	664	547	616	250
24		629	512	580	710	624	684	644	531	598	250
25		610	497	562	687	604	662	624	515	579	250
26		591	482	545	664	584	640	604	499	561	250
27		572	467	528	643	565	619	585	483	544	250
28		554	452	511	622	547	599	566	468	526	250
29		536	438	494	601	529	580	548	453	509	250
30		518	424	479	581	512	561	530	438	493	250
31		501	410	463	562	495	542	512	424	477	250
32		485	397	448	544	479	525	495	411	461	250
33		469	384	433	526	463	507	479	397	446	250
34		453	371	419	508	448	491	463	385	432	250
35		438	360	406	491	434	475	448	372	418	250
36		424	348	392	475	420	459	433	360	404	250
37		410	337	380	459	406	444	419	349	391	250
38		396	326	367	444	393	430	405	338	378	250
39		383	316	356	430	381	416	391	327	366	250
40		370	306	344	416	369	403	379	317	355	250
41		358	296	333	402	357	390	366	307	343	243
42		347	287	323	389	346	378	354	297	333	236
43		335	279	313	377	336	366	343	288	322	229
44		324	270	303	365	326	355	332	280	312	222
45		314	262	294	353	316	344	321	272	303	215
46		304	255	285	342	307	333	311	264	294	209
47		294	247	277	332	298	323	301	256	285	203
48		285	240	268	321	289	313	292	249	276	197
49		276	234	260	311	281	304	283	242	268	191
50		268	227	253	302	273	295	274	235	260	185
51		259	221	245	292	266	286	265	229	253	178
52		251	215	238	284	258	278	257	223	245	171
53		244	209	232	275	251	270	249	217	238	164
54		236	204	225	267	244	262	242	211	232	157
55		229	199	219	259	238	254	235	206	225	150
56		223	194	213	251	231	247	228	200	219	146
57		216	189	207	244	225	240	221	196	213	142

Appendix B

1

	Cash Value Accumulation Test:										Guideline Premium Test:
Attained Age		Male * Non- Tobacco	Male Tobacco	Male Uni- Tobacco	Female * Non- Tobacco	Female Tobacco	Female Uni- Tobacco	Unisex * Non- Tobacco	Unisex Tobacco	Unisex Uni- Tobacco	All Rate Classes
58		210	185	202	237	219	233	215	191	208	138
59		204	180	197	230	214	227	209	186	202	134
60		199	176	192	223	208	221	203	182	197	130
61		193	172	187	217	203	214	198	178	192	128
62		188	168	182	210	197	208	192	174	187	126
63		183	165	178	204	192	203	187	170	183	124
64		179	161	174	199	187	197	182	166	178	122
65		174	158	170	193	183	192	178	163	174	120
66		170	155	166	188	178	187	173	160	170	119
67		166	152	162	183	174	182	169	157	166	118
68		162	149	159	178	170	177	165	154	162	117
69		158	147	155	174	166	173	161	151	159	116
70		155	144	152	169	162	169	158	148	156	115
71		152	142	149	165	159	164	154	146	152	113
72		148	140	146	161	155	160	151	143	149	111
73		145	137	144	157	152	156	148	141	146	109
74		143	135	141	153	149	153	145	139	144	107
75		140	133	139	150	146	149	142	137	141	105
76		138	132	136	147	143	146	140	135	139	105
77		135	130	134	143	140	143	137	133	136	105
78		133	128	132	141	138	140	135	131	134	105
79		131	127	130	138	135	138	133	129	132	105
80		129	126	129	135	133	135	131	128	130	105
81		127	124	127	133	131	133	129	126	128	105
82		126	123	125	130	129	130	127	125	127	105
83		124	122	124	128	127	128	125	123	125	105
84		123	121	122	126	125	126	124	122	123	105
85		121	120	121	124	123	124	122	121	122	105
86		120	119	120	123	122	123	121	120	121	105
87		119	118	119	121	120	121	119	119	119	105
88		118	117	118	119	119	119	118	118	118	105
89		117	116	116	118	118	118	117	117	117	105
90		116	115	116	117	117	117	116	116	116	105
91		115	114	115	115	115	115	115	115	115	104
92		114	113	114	114	114	114	114	114	114	103
93		112	112	112	113	113	113	113	113	113	102
94		111	111	111	112	112	112	111	111	111	101
95		110	110	110	110	110	110	110	110	110	100
96		109	109	109	109	109	109	109	109	109	100
97		107	107	107	107	107	107	107	107	107	100
98		106	106	106	106	106	106	106	106	106	100
99		104	104	104	104	104	104	104	104	104	100

* The Non-Tobacco rates apply to both Preferred Non-Tobacco and Standard Non-Tobacco Policies

Appendix B

2

The Statement of Additional Information (SAI) contains additional information about the Separate Account and the policy. We filed the SAI with the Securities and Exchange Commission (SEC) and it is legally a part of this Registration Statement. 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:

Massachusetts Mutual Life Insurance Company

LCM Document Management Hub

1295 State Street

Springfield, MA 01111-0001

1-800-665-2654

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: C000027251