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File Nos. 33-63301
811-7361
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_]
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. ____ [_]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 1 [X]
(Check appropriate box or boxes.)
CML/OFFITBANK Variable Annuity Separate Account
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(Exact Name of Registrant)
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
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(Name of Depositor)
1295 State Street, Springfield, Massachusetts 01111
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(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (413) 744-8411
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Name and Address of Agent for Service
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Thomas F. English
Vice President and Associate
General Counsel
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
Notices and Communications to:
Richard M. Howe
Second Vice President and Associate
General Counsel
Massachusetts Mutual Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Filing.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has elected to register an indefinite amount of securities. A filing fee of $500
was paid with the initial filing of this Registration Statement pursuant to the
Securities Act of 1933 and the Investment Company Act of 1940.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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CROSS REFERENCE SHEET
(required by Rule 495)
PART A
<TABLE>
<CAPTION>
Item No. Location
<S> <C>
Item 1. Cover Page..................................................Cover Page
Item 2. Definitions................................................Definitions
Item 3. Synopsis......................................................Synopsis
Item 4. Condensed Financial Information.........................Not Applicable
Item 5. General Description of Registrant,
Depositor, and Portfolio Companies....................The Company; The
Separate Account;
Eligible Investments
Item 6. Deductions......................................Charges and Deductions
Item 7. General Description of Variable
Annuity Contracts.....................................The Certificates
Item 8. Annuity Period.................................................Annuity
Provisions
Item 9. Death Benefit.........................................Proceeds Payable
on Death
Item 10. Purchases and Contract
Value................................................Purchase Payments
and Contract Value
Item 11. Redemptions................................................Withdrawals
Item 12. Taxes.......................................................Tax Status
Item 13. Legal Proceedings....................................Legal Proceedings
Item 14. Table of Contents of the Statement
of Additional Information.........................Table of Contents of
the Statement of
Additional Information
CROSS REFERENCE SHEET CONT'D
(required by Rule 495)
PART B
Item 15. Cover Page..................................................Cover Page
Item 16. Table of Contents....................................Table of Contents
Item 17. General Information and History............................The Company
Item 18. Services................................................Not Applicable
Item 19. Purchase of Securities Being Offered....................Not Applicable
Item 20. Underwriters...............................................Distributor
Item 21. Calculation of Performance Data............................Performance
Information
Item 22. Annuity........................................................Annuity
Payments Provisions
Item 23. Financial Statements..............................Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the appropriate
Item so numbered in Part C to this Registration Statement.
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PART A
INDIVIDUAL CERTIFICATES UNDER A GROUP DEFERRED VARIABLE ANNUITY CONTRACT
WITH FLEXIBLE PURCHASE PAYMENTS
ISSUED BY
CML/OFFITBANK Variable Annuity Separate Account
AND
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 STATE STREET, SPRINGFIELD, MASSACHUSETTS, (413) 744-8411
ANNUITY SERVICE CENTER
P.O. BOX 419162, KANSAS CITY, MO 64141, (800) 334-8117
OR
301 WEST 11TH STREET, FOURTH FLOOR, KANSAS CITY, MO 64105
The Individual Certificates under A Deferred Variable Annuity Contract with
Flexible Purchase Payments (the "Certificates") described in this Prospectus
provide for accumulation of Certificate Values on a variable basis and payment
of annuity payments on a fixed and variable basis. The Contract is designed for
use by employers and other groups either in retirement plans on a Qualified or
Non-Qualified basis or for other purposes. (See "Definitions" on Page __.) The
minimum initial Purchase Payment for a Certificate under a Contract is
$100,000.
Purchase Payments for the Certificates will be allocated to CML/OFFITBANK
Variable Annuity Separate Account (the "Separate Account"). Under certain
circumstances, however, Purchase Payments may initially be allocated to the
Money Market Sub-Account of the Separate Account during the Right to Examine
Contract Period. (See "Highlights" on Page __.) The Separate Account invests in
shares of The OFFITBANK Variable Insurance Fund, Inc. ("OFFITBANK VIF") with its
three Funds: OFFITBANK VIF-High Yield Fund, OFFITBANK VIF-Investment Grade
Global Debt Fund and OFFITBANK VIF -Emerging Markets Fund and the Oppenheimer
Money Fund of the Oppenheimer Variable Account Funds ("Oppenheimer Funds"). (See
"Eligible Investments" on Page __.)
This Prospectus concisely sets forth the information a prospective investor
should know before investing. Additional information about the Contract is
contained in the Statement of Additional Information which is available at no
charge. The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. The
Table of Contents of the Statement of Additional Information can be found on
Page __ of this Prospectus. For the Statement of Additional Information, call
the Annuity Service Center at (800) 334-8117 or write to MassMutual and
Affiliated Companies Service Center, ALLIANCE-ONE Services, L.P., 301 West 11th
Street, Kansas City, Missouri 64105.
ANY INQUIRIES CAN BE MADE BY TELEPHONE OR IN WRITING TO MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY AT ITS ANNUITY SERVICE CENTER.
This Prospectus and the Statement of Additional Information are dated July __,
1996.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
AN INVESTMENT IN THE CONTRACT OR CERTIFICATES IS NOT A DEPOSIT OR OBLIGATION OF,
OR GUARANTEED OR ENDORSED BY, ANY BANK OR FINANCIAL INSTITUTION AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. INVESTMENT IN THE CONTRACT OR CERTIFICATES
IS SUBJECT TO CERTAIN RISKS, INCLUDING THE LOSS OF PURCHASE PAYMENTS.
This Prospectus should be kept for future reference.
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TABLE OF CONTENTS
Page
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DEFINITIONS
HIGHLIGHTS
CML/OFFITBANK Variable Annuity Separate Account FEE TABLE
THE COMPANY
THE SEPARATE ACCOUNT
ELIGIBLE INVESTMENTS
The OFFITBANK Variable Insurance Fund, Inc.
Oppenheimer Variable Account Funds - Money Fund
Voting Rights
Substitution of Securities
CHARGES AND DEDUCTIONS
Deduction for Mortality and Expense Risk Charge
Deduction for Administrative Charge
Deduction for Annual Contract Maintenance Charge
Deduction for Premium and Other Taxes
Deduction for Eligible Investments Expenses
Deduction for Transfer Fee
THE CERTIFICATE
Certificate Owner
Joint Certificate Owners
Annuitant
Assignment
PURCHASE PAYMENTS AND CERTIFICATE VALUE
Purchase Payments
Allocation of Purchase Payments
Certificate Value
Accumulation Units
Accumulation Unit Value
TRANSFERS
Transfers During the Accumulation Period
Transfers During the Annuity Period
WITHDRAWALS
Systematic Withdrawals
Suspension or Deferral of Payments
PROCEEDS PAYABLE ON DEATH
Death of Participant During the Accumulation Period
Death Benefit Amount During the Accumulation Period
Death Benefit Options During the Accumulation Period
Death of Contract Owner During the Annuity Period
Death of Annuitant
Payment of Death Benefit
Beneficiary
Change of Beneficiary
ANNUITY PROVISIONS
Annuity Guidelines
Annuity Payments
Fixed Annuity
Variable Annuity
Annuity Units and Payments
Annuity Unit Value
Annuity Options
Annuity Option A - Life Income
Annuity Option B - Life Income with Period Certain
Annuity Option C - Joint and Last Survivor Payments
Annuity Option D - Joint and 2/3rds Survivor Annuity
Annuity Option E - Period Certain
Annuity Option F - Special Income Settlement Agreement
DISTRIBUTOR
PERFORMANCE INFORMATION
Money Market Sub-Account
Other Sub-Accounts
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TAX STATUS
General
Diversification
Multiple Certificates
Tax Treatment of Assignments
Income Tax Withholding
Tax Treatment of Withdrawals - Non-Qualified Certificates
Qualified Plans
Tax Treatment of Withdrawals - Qualified Certificates
Certificates Owned by Other Than Natural Persons
FINANCIAL STATEMENTS
LEGAL PROCEEDINGS
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
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DEFINITIONS
ACCUMULATION PERIOD: The period prior to the commencement of Annuity Payments
during which Purchase Payments may be made.
ACCUMULATION UNIT: A unit of measure used to determine the value of the
Contract Owner's interest in a Sub-Account of the Separate Account during the
Accumulation Period.
AGE: The age of any Contract Owner or Annuitant on his/her birthday nearest the
date for which age is being determined. For purposes of contract issuance, age
shall be considered that which was achieved on the Contract Owner's or
Annuitant's last birthday.
ANNUITANT: The primary person upon whose life Annuity Payments are to be made.
For purposes of applicable Contract provisions, on or after the Annuity Date,
reference to the Annuitant also includes any joint Annuitant.
ANNUITY DATE: The date on which Annuity Payments begin.
ANNUITY PAYMENTS: The series of payments that will begin on the Annuity Date.
ANNUITY OPTIONS: Options available for Annuity Payments.
ANNUITY PERIOD: The period which begins on the Annuity Date and ends with the
last Annuity Payment.
ANNUITY RESERVE: The assets which support a variable Annuity Option during the
Annuity Period.
ANNUITY SERVICE CENTER: The office indicated on the Cover Page of this
Prospectus to which notices, requests and Purchase Payments must be sent. All
sums payable by the Company under a Contract are payable only at the Annuity
Service Center.
ANNUITY UNIT: A unit of measure used to determine the amount of each Variable
Annuity Payment after the Annuity Date.
BENEFICIARY: The person(s) or entity(ies) designated to receive the death
benefit provided by the Contract.
CERTIFICATE: An ownership interest issued by the Company to a Participant (or
two Participants jointly) under the Contract.
CERTIFICATE ANNIVERSARY: An anniversary of the Issue Date of a Certificate.
CERTIFICATE ISSUE DATE: The date on which a Certificate became effective. This
date is shown on the Certificate Schedule.
CERTIFICATE VALUE: The sum of the Participant's interest in the Sub-Accounts of
the Separate Account during the Accumulation Period.
CERTIFICATE YEAR: The first Certificate Year is the annual period which begins
on the Certificate Issue Date. Subsequent Certificate Years begin on each
anniversary of the Certificate Issue Date.
CONTRACT ANNIVERSARY: An anniversary of the Issue Date of the Contract.
CONTRACT ISSUE DATE: The date on which the Contract became effective.
CONTRACT OWNER: The person(s) or entity(ies) entitled to the ownership rights
stated in the Contract.
CONTRACT VALUE: The sum of the Contract Owner's interest in the Sub-Accounts of
the Separate Account during the Accumulation Period.
CONTRACT YEAR: The first Contract Year is the annual period which begins on the
Issue Date. Subsequent Contract Years begin on each anniversary of the Issue
Date.
ELIGIBLE INVESTMENT: An investment entity into which assets of the Separate
Account will be invested.
FIXED ANNUITY: A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.
GENERAL ACCOUNT: The Company's general investment account which contains all
the assets of the Company with the exception of the Separate Account and other
segregated asset accounts.
NON-QUALIFIED CERTIFICATES: Certificates issued under Non-Qualified Plans which
do not receive favorable tax treatment under Sections 401 or 408 of the Internal
Revenue Code of 1986, as amended (the "Code").
PARTICIPANT: The person(s) or entity(ies) entitled to the ownership rights
stated in a Certificate.
PREMIUM TAX: A tax imposed by certain states and other jurisdictions when a
Purchase Payment is made, when Annuity Payments begin, or when a Contract is
surrendered.
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PURCHASE PAYMENT: During the Accumulation Period, a payment made by or on
behalf of a Contract Owner with respect to the Contract.
QUALIFIED CERTIFICATES: Certificates issued under Qualified Plans which receive
favorable tax treatment under Sections 401 or 408 of the Code.
SEPARATE ACCOUNT: The Company's Separate Account designated as CML/OFFITBANK
Variable Annuity Separate Account.
SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts. Assets of
each Sub-Account will be invested in shares of an available Eligible Investment
or a portfolio or fund of an Eligible Investment. Currently, the Eligible
Investments available for the Contracts offered hereby are the Funds of the
OFFITBANK Variable Insurance Fund, Inc. and the Oppenheimer Money Fund of the
Oppenheimer Funds.
VALUATION DATE: Each day on which the Company, the New York Stock Exchange
("NYSE") and the Eligible Investments are open for business. See the
Prospectuses for the Eligible Investments.
VALUATION PERIOD: The period of time beginning at the close of business of the
NYSE on each Valuation Date and ending at the close of business for the next
succeeding Valuation Date.
VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-Accounts of the Separate
Account.
WRITTEN REQUEST: A request or notice in writing, in a form satisfactory to the
Company, which is received by the Annuity Service Center.
HIGHLIGHTS
GENERAL
Purchase Payments for the Certificates will be allocated to a segregated
investment account of Massachusetts Mutual Life Insurance Company (the
"Company") which account has been designated CML/OFFITBANK Variable Annuity
Separate Account (the "Separate Account"). Under certain circumstances, however,
Purchase Payments may initially be allocated to the Money Market Sub-Account
(see below). The Separate Account invests in shares of the Funds of The
OFFITBANK Variable Insurance Fund, Inc. ("OFFITBANK VIF") with its three Funds:
OFFITBANK VIF-High Yield Fund, OFFITBANK VIF-Investment Grade Global Debt Fund
and OFFITBANK VIF - Emerging Markets Fund and the Oppenheimer Money Fund of the
Oppenheimer Funds (See "Eligible Investments" on Page __). Participant(s) bear
the investment risk for all amounts allocated to the Separate Account.
RIGHT TO EXAMINE CERTIFICATE
The Certificate may be returned to the Company for any reason within ten (10)
calendar days (or twenty (20) calendar days of the date of receipt with respect
to the circumstances described in (c) below) after its receipt by the
Participant ("Right to Examine Certificate"). It may be returned to the Company
at its Annuity Service Center. When the Certificate is received at the Annuity
Service Center, it will be voided as if it had never been in force. Upon its
return, the Company will refund the Certificate Value next computed after
receipt of the Certificate by the Company at its Annuity Service Center except
in the following circumstances: (a) where the Certificate is purchased pursuant
to an Individual Retirement Annuity; (b) in those states which require the
Company to refund Purchase Payments, less withdrawals; or (c) in the case of
Certificates (including Certificates purchased pursuant to an Individual
Retirement Annuity) which are deemed by certain states to be replacing an
existing annuity or insurance Contract and which require the Company to refund
Purchase Payments, less withdrawals. With respect to the circumstances described
in (a), (b) and (c) above, the Company will refund the greater of Purchase
Payments, less any withdrawals, or the Certificate Value, and will allocate
initial Purchase Payments to the Money Market Sub-Account until the expiration
of fifteen (15) days from the Issue Date (or twenty-five (25) days in the case
of Certificates described under (c) above). Upon the expiration of the fifteen
days (15) day period (or twenty-five (25) day period with respect to
Certificates described under (c)), the Sub-Account value of the Money Market
Sub-Account will be allocated to the Separate Account in accordance with the
election made by the Participant in the Application.
CHARGES AND DEDUCTIONS
MORTALITY AND EXPENSE RISK CHARGE. Each Valuation Period, the Company
deducts a Mortality and Expense Risk Charge which is currently equal, on an
annual basis, to 0.38% of the average daily net asset value of the Separate
Account. The Company may increase this charge to an amount not to exceed 1.25%
of the average daily net asset value of the Separate Account. This charge
compensates the Company for assuming the mortality and expense risks under the
Certificates. (See "Charges and Deductions - Deduction for Mortality and Expense
Risk Charge" on Page ___.)
ADMINISTRATIVE CHARGE. Each Valuation Period, the Company deducts an
Administrative Charge which is currently equal, on an annual basis, to .01% of
the average daily net asset value of the Separate Account. The Company may
increase this charge to an amount not to exceed .25% of the average daily net
asset value of the Separate Account. This charge compensates the Company for
costs associated with the administration of the Certificates and the Separate
Account. (See "Charges and Deductions - Deduction for Administrative Charge" on
Page __.)
ANNUAL CERTIFICATE MAINTENANCE CHARGE. Currently, there is an Annual
Certificate Maintenance Charge of $35 deducted on the last day of the
Certificate Year. The Company may increase this charge to an amount not to
exceed $60 per Certificate Year. The Annual Certificate Maintenance Charge will
be deducted from the Sub-Accounts in the same proportion that the amount of the
Certificate Value in each Sub-Account bears to the total Certificate Value. If
the Annuity Date is not the last day of the Certificate Year, then a pro-rata
portion of
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the Annual Certificate Maintenance Charge will be deducted on the Annuity Date.
During the Annuity Period, unless otherwise elected the Annual Certificate
Maintenance Charge will be deducted pro-rata from Annuity Payments and will
result in a reduction of each Annuity Payment.
PREMIUM TAXES. Premium Taxes are charged against Premium Payments or
Certificate Values. (See "Charges and Deductions - Deduction for Premium and
Other Taxes" on Page __.) The Company currently intends to charge for any
Premium Taxes when due.
TRANSFER FEE. Under certain circumstances, a Transfer Fee may be assessed
during the Accumulation Period when a Participant makes a transfer from one Sub-
Account to another Sub-Account or during the Annuity Period when a Participant
makes a transfer from one Sub-Account to another Sub-Account or from a Sub-
Account to the General Account. (See "Charges and Deductions - Deduction for
Transfer Fee" on Page __.)
FEDERAL INCOME TAX PENALTY
There is a ten percent (10%) federal income tax penalty applied to the income
portion of any distribution from Non-Qualified Certificates. However, the
penalty is not imposed on amounts received: (a) after the taxpayer reaches age
59 1/2; (b) after the death of the Participant; (c) if the taxpayer is totally
disabled (for this purpose disability is as defined in Section 72(m)(7) of the
Code); (d) in a series of substantially equal periodic payments made not less
frequently than annually for the life (or life expectancy) of the taxpayer and
his or her Beneficiary; (e) under an immediate annuity; or (f) which are
allocable to purchase payments made prior to August 14, 1982. For federal income
tax purposes, withdrawals are deemed to be on a last-in, first-out basis.
Separate tax withdrawal penalties and restrictions apply to Qualified
Certificates. (See "Tax Status - Tax Treatment of Withdrawals - Qualified
Certificates" on Page __.) For a further discussion of the taxation of the
Certificates, see "Tax Status" on Page __.
See "Tax Status - Diversification" on Page ___ for a discussion of owner control
of the underlying investments in a variable annuity Certificate.
THE CERTIFICATE
TRANSFERS. Subject to the conditions imposed on such transfers by the
Company, Participants may make unlimited transfers between Sub-Accounts during
the Accumulation Period and six (6) transfers per calendar year during the
Annuity Period. The Company reserves the right to further limit the number of
transfers in the future. The Certificate provides for twelve (12) free transfers
per calendar year during the Accumulation Period and six (6) free transfers per
calendar year during the Annuity Period. Transfers made in excess of the number
of free transfers will result in the imposition of the transfer fee. During the
Annuity Period, the Participant may, once each Certificate Year, make a transfer
from one or more Sub-Accounts to the General Account. However, transfers cannot
be made from the General Account to the Separate Account. The Transfer Fee is
the lesser of $20 or 2% of the amount transferred. (See "Transfers" on Page __.)
WITHDRAWALS. Subject to certain minimums imposed on such withdrawals by
the Company, the Participant may, during the Accumulation Period, upon Written
Request, make a total or partial withdrawal of the Certificate Withdrawal Value.
(See Withdrawals on Page ___.) Tax penalties may apply. (See Tax Status on
Page ___.)
DEATH BENEFIT. The death benefit during the Accumulation Period will be
the Certificate Value. (See "Proceeds Payable on Death" on Page __ for an
additional discussion.)
ANNUITY OPTIONS. There are six (6) Annuity Options available for the
Participant to choose from. The Participant may elect to have the Certificate
Value applied to provide a Variable Annuity, a Fixed Annuity, or a combination
Fixed and Variable Annuity. (See "Annuity Provisions" on Page __ for a further
discussion.)
MAXIMUM ISSUE AGES. The maximum issue age is 85. This restriction applies
at the time of Certificate issue and upon any change in Participant or Annuitant
during the Accumulation Period and applies to both the Participant and the
Annuitant. For Joint Participants all provisions which are based upon age,
including the maximum issue age, are based on the age of the older of the Joint
Participants.
CML/OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT FEE TABLE (See Note 1
Below.)
PARTICIPANT TRANSACTION EXPENSES
There are no sales loads assessed against Purchase
Payments or amounts withdrawn. (See Note 2 below.)
Transfer Fee (See No charge is imposed for the first 12 transfers in a
Note 3 below.) calendar year during the Accumulation Period. Only 6
transfers in a calendar year during the Annuity Period are
permitted (6 transfers are free). The Fee is the lesser of
$20 or 2% of the amount transferred.
Annual Certificate $35 per Certificate per Certificate Year.
Maintenance Charge
(See Note 4 below.)
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Charge 0.38%
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(See Note 5 below.)
Administrative Charge 0.01%
(See Note 6 below.)
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Total Separate Account Annual Expenses 0.39%
ELIGIBLE INVESTMENT'S ESTIMATED ANNUAL EXPENSES FOR 1995
(as a percentage of the average net assets of a Fund or Portfolio)
<TABLE>
<CAPTION>
Fund
Advisory Other Operating
Fees Expenses Expenses
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<S> <C> <C> <C>
OFFITBANK VIF - Investment Grade Global Debt Fund 0.80% 0.25% 1.05%
OFFITBANK VIF - Emerging Markets Fund 0.90% 0.30% 1.20%
OFFITBANK VIF - High Yield Fund 0.85% 0.06% 0.91%
Oppenheimer Money Fund 0.45% 0.06% 0.51%
</TABLE>
(See the Prospectuses for the Eligible Investments for more information.)
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EXAMPLES
A Participant would pay the following expenses on a $1,000 investment, assuming
a 5% annual return on assets and assuming that the same Fund or Portfolio
expenses as shown above for the periods shown in the examples, regardless of
whether the Certificate is fully surrendered at the end of each time period, or
if the Certificate is not surrendered, or if the Certificate is annuitized.
1 year 3 years
------- -------
OFFITBANK VIF - Investment Grade Global Debt Fund $15.19 $47.18
OFFITBANK VIF - Emerging Markets Fund $16.77 $51.99
OFFITBANK VIF - High Yield Fund $13.72 $42.68
Oppenheimer Money Fund $ 9.52 $29.74
NOTES TO FEE TABLE AND EXAMPLES
1. The purpose of the Fee Table is to assist Participants in
understanding the various costs and expenses that a Participant will incur
directly or indirectly. The Examples assume an average Certificate Value of
$100,000. The Fee Table reflects expenses of the Separate Account as well as the
Eligible Investments. For additional information, see "Charges and Deductions"
in this Prospectus and the Prospectuses for the Eligible Investments.
2. The Certificates are offered without the imposition of a front-end
sales load or a back-end sales load (often referred to as a contingent deferred
sales load).
3. Transfers made by the Company at the end of the Right to Examine
Certificate period will not be counted in determining the application of the
Transfer Fee. The Transfer Fee is the lesser of $20 or 2% of the amount
transferred. All transfers made during a Valuation Period are deemed to be one
transfer.
4. Currently, the Annual Certificate Maintenance Charge is $35 each
Certificate Year and is deducted on the last day of the Certificate Year. The
Company may increase this charge to an amount not to exceed $60 per Certificate
Year. If a total withdrawal is made on other than the last day of the
Certificate Year, the full Annual Certificate Maintenance Charge will be
deducted at the time of the total withdrawal. The Annual Certificate Maintenance
Charge will be deducted from Sub-Accounts in the same proportion that the amount
of the Certificate Value in each Sub-Account bears to the total Certificate
Value. If the Annuity Date is not the last day of the Certificate Year, then a
pro-rata portion of the Annual Certificate Maintenance Charge will be deducted
on the Annuity Date. During the Annuity Period, unless the Annual Certificate
Maintenance Charge will be deducted pro-rata from Annuity Payments regardless of
Certificate size and will result in a reduction of each Annuity Payment. (See
"Charges and Deductions - Deduction for Annual Certificate Maintenance Charge"
on Page __.) The examples reflect the $35 Annual Certificate Maintenance Charge
as an annual charge of .007% of assets, based on an anticipated average
Certificate Value of $500,000.
5. The current Mortality and Expense Risk Charge is equal on an amount
basis to 0.38% of the average daily net asset value of the Separate Account. The
Company may increase this charge to an amount not to exceed 1.25% of the average
daily net asset value of the Separate Account.
6. The current Administrative Charge is equal on an amount basis to .01%
of the average daily net asset value of the Separate Account. The Company may
increase this charge to an amount not to exceed .25% of the average daily net
asset value of the Separate Account.
7. Premium Taxes are not reflected. Premium taxes may apply. (See
"Charges and Deductions - Deduction for Premium and Other Taxes" on Page
__.)
8. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
THE COMPANY
Massachusetts Mutual Life Insurance Company (the "Company"") is a mutual life
insurance company specially chartered by the Commonwealth of Massachusetts on
May 14, 1851. It is currently licensed to transact life (including variable
life), accident, and health insurance business in all states, the District of
Columbia and certain provinces of Canada. As of March 1, 1996, the Company had
total assets of $50 billion. On February 29, 1996, Connecticut Mutual Life
Insurance Company ("CML") merged with and into the Company. CML was a
Connecticut mutual life insurance company originally chartered by a special act
of the Connecticut General Assembly in 1846. Upon the merger, CML's existence
ceased and the Company became the surviving company under the name Massachusetts
Mutual Life Insurance Company. All of the Certificates that were issued by CML
and, at the time of the merger, were assumed by the Company. The merger did not
affect any provisions of, or rights or obligations under, the Certificates as
originally issued by CML.
THE SEPARATE ACCOUNT
The Company established a segregated asset account pursuant to Connecticut
insurance law on September 8, 1995. This segregated asset account has been
designated CML/OFFITBANK Variable Annuity Separate Account (the "Separate
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Account"). The Separate Account is registered with the Securities and Exchange
Commission as a unit investment trust pursuant to the provisions of the
Investment Company Act of 1940, as amended (the "1940 Act"). As a result of the
merger, the Separate Account is now governed by Massachusetts law.
The assets of the Separate Account are the property of the Company. However, the
assets of the Separate Account, equal to the reserves and other Certificate
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business the Company may conduct. Income,
gains and losses, whether or not realized, are, in accordance with the Contracts
and Certificates, credited to or charged against the Separate Account without
regard to other income, gains or losses of the Company. The Company's
obligations arising under the Certificates are general obligations.
The Separate Account meets the definition of a "separate account" under federal
securities laws.
The Separate Account is divided into Sub-Accounts, with the assets of each Sub-
Account invested in one Fund of The OFFITBANK Variable Insurance Fund, Inc.
(OFFITBANK VIF-High Yield Fund, OFFITBANK VIF-Investment Grade Global Debt Fund
and OFFITBANK VIF-Emerging Markets Fund) or the Oppenheimer Money Fund of the
Oppenheimer Variable Account Funds. There is no assurance that the investment
objectives of any of the Eligible Investments will be met. Participants bear the
complete investment risk for Purchase Payments allocated to a Sub-Account.
Certificate Values will fluctuate in accordance with the investment performance
of the Sub-Accounts to which Purchase Payments are allocated, and in accordance
with the imposition of the fees and charges assessed under the
Certificates.
ELIGIBLE INVESTMENTS
The following are the current Eligible Investments and individual Funds or
Portfolios of the Eligible Investments that can be selected as the underlying
investments of the Certificate. While a brief summary of the various investment
objectives is set forth below, more comprehensive information, including a
discussion of potential risks, is found in the current Prospectus for each of
the Eligible Investments which are included with this Prospectus.
THE OFFITBANK VARIABLE INSURANCE FUND, INC.
The OFFITBANK Variable Insurance Fund, Inc. ("OFFITBANK Fund") is a newly
organized open-end, management investment company consisting of three separate
investment portfolios (the "Funds"). OFFITBANK, a trust company specializing in
global fixed income management, serves as the Funds' investment adviser.
OFFITBANK's address is 237 Park Avenue, Suite 910, New York, New York 10017. The
Funds and their investment objectives and policies are as follows:
OFFITBANK VIF-HIGH YIELD FUND. This Fund seeks high current income with capital
appreciation as a secondary objective. The Fund invests, under normal
circumstances, at least 65% of its total assets in U.S. corporate fixed income
securities rated below investment grade offering potential returns that are
sufficiently high to justify the greater investment risks.
OFFITBANK VIF-INVESTMENT GRADE GLOBAL DEBT FUND. This Fund seeks a competitive
fixed-income total investment return by investing, under normal circumstances,
at least 75% of its total assets in a wide range of investment grade debt
securities issued anywhere in the world, including the United States, and
denominated in any currency, including U.S. dollars. Up to 25% of the Fund's
total assets may be invested in below investment grade debt securities.
OFFITBANK VIF-EMERGING MARKETS FUND. This Fund seeks to provide investors with a
competitive total investment return by focusing on current yield and
opportunities for capital appreciation primarily by investing in corporate and
sovereign debt securities of emerging market countries. Under normal
circumstances, the Fund will invest at least 80% of its total assets in debt
instruments, but may invest up to 20% of its total assets in equity securities.
THE OFFITBANK VIF-HIGH YIELD FUND AND OFFITBANK VIF-EMERGING MARKETS FUND MAY
INVEST PRIMARILY IN, AND THE OFFITBANK VIF -INVESTMENT GRADE GLOBAL DEBT FUND
MAY INVEST UP TO 25% OF THEIR TOTAL ASSETS, IN HIGH YIELD, HIGH RISK CORPORATE
DEBT SECURITIES AND SOVEREIGN DEBT OBLIGATIONS WHICH ARE CONSIDERED SPECULATIVE
AND SUBJECT TO CERTAIN RISKS.
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Funds is an open-end management investment company. The Funds'
investment advisor is OppenheimerFunds, Inc. ("OppenheimerFunds") formerly named
Oppenheimer Management Corporation, which (including a subsidiary) advises
investment company portfolios having over $50 billion in assets and nearly 3
million shareholder accounts. OppenheimerFunds has operated as an investment
adviser since 1959. Oppenheimer Acquisition Corp., a holding company that is
owned in part by senior officers of the OppenheimerFunds and controlled by
MassMutual. OppenheimerFunds' address is Two World Trade Center, New York, New
York 10048.
OPPENHEIMER MONEY FUND
The Money Fund seeks the maximum current income from investments in "money
market" securities consistent with low capital risk and the maintenance of
liquidity. Its shares are neither insured nor guaranteed by the U.S. government,
and there is no assurance that this Fund will be able to maintain a stable net
asset of $1.00 per share.
VOTING RIGHTS
In accordance with its view of present applicable law, the Company will vote the
shares of the Eligible Investments held in the Separate Account at meetings of
the shareholders in accordance with instructions
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received from persons having the voting interest in the Separate Account. The
Company will vote shares for which it has not received instructions, as well as
shares attributable to it, in the same proportion as it votes shares for which
it has received instructions. The Eligible Investments do not hold regular
meetings of shareholders.
The number of shares which a person has a right to vote will be determined as of
a date to be chosen by the Company not more than sixty (60) days prior to a
shareholder meeting of any of the Eligible Investments. Voting instructions will
be solicited by written communication at least ten (10) days prior to the
meeting.
SUBSTITUTION OF SECURITIES
If the shares of any Eligible Investment are no longer available for investment
by the Separate Account or, if in the judgment of the Company's Board of
Directors, further investment in the shares should become inappropriate in view
of the purpose of the Certificates, the Company may limit further purchase of
such shares or may substitute shares of another Eligible Investment for shares
already purchased under the Certificates. No substitution of securities may take
place without prior approval of the Securities and
Exchange Commission or other applicable regulatory authority and under the
requirements such authority may impose.
CHARGES AND DEDUCTIONS
Various charges and deductions are made from the Certificate Value and the
Separate Account. These charges and deductions are described below:
DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE
Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
which is equal, on an annual basis, to 0.38% of the average daily net asset
value of the Separate Account. The Company may increase this charge; however,
the maximum Mortality and Expense Risk Charge will not exceed 1.25% of the
average daily net asset value of the Separate Account. In the event of an
increase, the Company will give Participants 90 days prior notice of the
increase. The mortality risks assumed by the Company arise from its contractual
obligation to make Annuity Payments after the Annuity Date (determined in
accordance with the Annuity Option chosen by the Participant) regardless of how
long all Annuitants live. This assures that neither an Annuitant's own
longevity, nor an improvement in life expectancy greater than expected, will
have any adverse effect on the Annuity Payments the Annuitant will receive under
the Certificate. Further, the Company bears a mortality risk in that it
guarantees the annuity purchase rates for the Annuity Options under the
Certificate whether for a Fixed Annuity or a Variable Annuity. Also there is a
mortality risk borne by the Company with respect to the death benefit. The
expense risk assumed by the Company is that all actual expenses involved in
administering the Certificates, including Certificate maintenance costs,
administrative costs, mailing costs, data processing costs, legal fees,
accounting fees, filing fees and the costs of other services may exceed the
amount recovered from the Annual Certificate Maintenance Charge and the
Administrative Charge.
If the Mortality and Expense Risk Charge is insufficient to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount deducted
proves more than sufficient, the excess will be a profit from this charge.
DEDUCTION FOR ADMINISTRATIVE CHARGE
Each Valuation Period, the Company deducts an Administrative Charge which is
equal, on an annual basis, to 0.01% of the average daily net asset value of the
Separate Account. The Company may increase this charge; however, the maximum
Administrative Charge will not exceed 0.25% of the average daily net asset value
of the Separate Account. In the event of an increase, the Company will give
Participants 90 days prior notice of the increase. This charge, together with
the Annual Certificate Maintenance Charge (see below), is to reimburse the
Company for the expenses it incurs in the establishment and maintenance of the
Certificates and the Separate Account. These expenses include but are not
limited to: preparation of the Certificates, confirmation statements, annual and
periodic reports, maintenance of Participant records, maintenance of Separate
Account records, administrative personnel costs, mailing costs, data processing
costs, legal fees, accounting fees, filing fees, the costs of other services
necessary for Participant servicing and all accounting, valuation, regulatory
and reporting requirements. Since this charge is an asset-based charge, the
amount of the charge attributable to a particular Certificate may have no
relationship to the administrative costs actually incurred by that Certificate.
The Company does not intend to profit from this charge.
This charge will be reduced to the extent that the amount of this charge is in
excess of that necessary to reimburse the Company for its administrative
expenses.
DEDUCTION FOR ANNUAL CERTIFICATE MAINTENANCE CHARGE
Currently, the Annual Certificate Maintenance Charge is $35 each Certificate
Year and is deducted on the last day of the Certificate Year. This charge may be
increased but it will not exceed $60 per Certificate Year. In the event of an
increase, the Company will give Participants 90 days prior notice of the
increase. If a total withdrawal is made on other than the last day of the
Certificate Year, the full Annual Certificate Maintenance Charge will be
deducted at the time of the total withdrawal. The Annual Certificate Maintenance
Charge will be deducted from the Sub-Accounts in the same proportion that the
amount of the Certificate Value in each Sub-Account bears to the total
Certificate Value. If the Annuity Date is not the last day of the Certificate
Year, then a pro-rata portion of the Annual Certificate Maintenance Charge will
be deducted on the Annuity Date. During the Annuity Period, unless otherwise
elected the Annual Certificate Maintenance Charge will be deducted pro-rata from
Annuity Payments and will result in a reduction of each Annuity Payment. The
Company has set this charge at a level so that, when considered in conjunction
with the Administrative Charge (see above), it will not make a profit from the
charges assessed for administration.
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DEDUCTION FOR PREMIUM AND OTHER TAXES
Currently, any Premium Taxes relating to the Certificates will be deducted from
the Purchase Payments or from Certificate Value when incurred. The Company will,
in its sole discretion, determine when Premium Taxes have resulted from: the
investment experience of the Separate Account; receipt by the Company of the
Purchase Payments; or commencement of Annuity Payments. Premium Taxes generally
range from 0% to 3.5%. The Company will deduct any withholding taxes required by
applicable law.
The Company reserves the right to establish a provision for federal income taxes
if it determines, in its sole discretion, that it will incur a tax as a result
of the operation of the Separate Account. The Company will deduct for any income
taxes incurred by it as a result of the operation of the Separate Account
whether or not there was a provision for taxes and whether or not it was
sufficient. The Company is not currently making any provision for federal income
taxes.
DEDUCTION FOR ELIGIBLE INVESTMENT EXPENSES
There are other deductions from and expenses paid out of the assets of the
Eligible Investments, including amounts paid for advisory and operating fees,
which are described in the accompanying Prospectuses for the Eligible
Investments.
DEDUCTION FOR TRANSFER FEE
Subject to certain minimums and to any limitations imposed by the Company on the
number of transfers (currently, unlimited during the Accumulation Period and six
(6) during the Annuity Period) Participants may transfer all or part of the
Participant's interest in a Sub-Account to another Sub-Account or during the
Annuity Period from a Sub-Account to the General Account without the imposition
of any fee or charge if there have been no more than the number of free
transfers permitted. If more than the number of free transfers have been made,
the Company will deduct a Transfer Fee for each subsequent transfer permitted.
The Transfer Fee is the lesser of $20 or 2% of the amount transferred. Transfers
made by the Company at the end of the Right to Examine Certificate period will
not be counted in determining the application of the Transfer Fee. All transfers
made during a Valuation Period are deemed to be one transfer.
THE CONTRACT AND CERTIFICATES
CONTRACT OWNER
The Contract Owner is the person(s) or entities to ownership rights stated in
the Contract and not otherwise delegated to the Participant. The Contract Owner
is usually an employer or other sponsor of a group consisting of the
Participants. If the Contract is purchased in connection with an employee
benefit plan, the plan may govern which ownership rights under the Contract are
delegated to Participants and which are left with the Contract Owner.
PARTICIPANT
The Participant is the person(s) or entity(ies) entitled to ownership rights
stated in the Certificate. The Participant is the person designated as such on
the Issue Date, unless changed.
The Participant may change owners at any time prior to the Annuity Date by
Written Request. A change of Participant will automatically revoke any prior
designation of Participant. The change will become effective as of the date the
Written Request is received. A new designation of Participant will not apply to
any payment made or action taken by the Company prior to the time it was
received. Any change of Participant is subject to the Company's underwriting
rules then in effect. (See, "Tax Status - General," Page __.)
JOINT PARTICIPANTS
The Certificate can be owned by Joint Participants. If Joint Participants are
named, any Joint Participant must be the spouse of the other Participant. Upon
the death of either Participant, the surviving spouse will be the Primary
Beneficiary. Any other Beneficiary designation on record at the time of death
will be treated as a Contingent Beneficiary unless otherwise indicated in a
Written Request. Unless otherwise specified in the application for the
Certificate, if there are Joint Participants both signatures will be required
for all Participant transactions except telephone transfers. If the telephone
transfer option is elected and there are Joint Participants, either Joint
Participant can give telephone instructions.
ANNUITANT
The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Participant at the Issue Date, unless
changed prior to the Annuity Date. The Annuitant may not be changed in a
Certificate which is owned by a non-natural person. Any change of Annuitant is
subject to the Company's underwriting rules then in effect. In the case of
certain Qualified Certificates the Participant must be the Annuitant.
ASSIGNMENT
A Written Request specifying the terms of an assignment of the Certificate must
be provided to the Annuity Service Center. Until the Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in the Certificate by assignment, agreement, or
otherwise.
The Company will not be responsible for the validity or tax consequences of any
assignment. Any assignment made after the death benefit has become payable will
be valid only with the Company's consent.
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If the Certificate is assigned, the Participant's rights may only be exercised
with the consent of the assignee of record.
The consent of any Irrevocable Beneficiaries is required before assignment of
proceeds can happen.
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PURCHASE PAYMENTS AND CERTIFICATE VALUE
PURCHASE PAYMENTS
Initial Purchase Payment is due on the Issue Date. The minimum initial Purchase
Payment the Company will accept is $100,000. The minimum subsequent Purchase
Payment the Company will accept is $10,000, unless the Participant has elected
the automatic investment option in which case the Company will accept a minimum
of $5,000. The maximum total Purchase Payment is $5 million. Purchase Payments
above these amounts must be pre-approved by the Company. The Company reserves
the right to reject any Application or Purchase Payment.
ALLOCATION OF PURCHASE PAYMENTS
The allocation of the initial Purchase Payment is made in accordance with the
selection made by the Participant at the time the Certificate is issued, except
in the circumstances described under "Right to Examine Certificate," on page __.
In those circumstances, the Company will allocate initial Purchase Payments to
the Money Market Sub-Account until the expiration of the Right to Examine
Certificate period. Upon expiration, the Certificate Value will be reallocated
in accordance with the Participant's selection. Unless otherwise changed by
Written Request by the Participant, subsequent Purchase Payments are allocated
in accordance with the same selection as the initial Purchase Payment.
If the Purchase Payments and forms required to issue a Certificate are in good
order, the initial Purchase Payment will be credited to the Certificate within
(2) business days after receipt at the Annuity Service Center. Additional
Purchase Payments will be credited to the Certificate as of the Valuation Period
when they are received. If the forms required to issue a Certificate are not in
good order the Company will attempt to get them in good order or the Company
will return the forms and the Purchase Payment within five (5) business days,
unless it has been authorized otherwise by the purchaser.
CERTIFICATE VALUE
The Certificate Value is the sum of the Participant's interest in the Sub-
Accounts for any Valuation Date during the Accumulation Period. It will
fluctuate from one Valuation Period to the next, and may be more or less than
aggregate Purchase Payments made. The Participant's interest in a Sub-Account is
determined by multiplying the number of Accumulation Units credited to the
Certificate by the Accumulation Unit Value for that Sub-Account.
ACCUMULATION UNITS
During the Accumulation Period, Accumulation Units shall be used to account for
all amounts allocated to or withdrawn from the Sub-Accounts of the Separate
Account as a result of Purchase Payments, withdrawals, transfers, or fees and
charges. The Company will determine the number of Accumulation Units of a Sub-
Account purchased or canceled. This will be done by dividing the amount
allocated to (or the amount withdrawn from) the Sub-Account by the dollar value
of one Accumulation Unit of the Sub-Account as of the end of the Valuation
Period during which the request for the transaction is received at the Annuity
Service Center.
ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are determined
for each Valuation Period by multiplying the Accumulation Unit Value for the
immediately preceding Valuation Period by the Net Investment Factor for the Sub-
Account for the current Valuation Period.
The Net Investment Factor for each Sub-Account is determined by dividing A by B
and subtracting C where:
A is (i) the net asset value per share of the fund or portfolio of an
Eligible Investment held by the Sub-Account for the current Valuation Period;
plus (ii) any dividend per share declared on behalf of such fund or portfolio of
an Eligible Investment that has an ex-dividend date within the current Valuation
Period; less (iii) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation or maintenance of
the Sub-Account.
B is the net asset value per share of the fund or portfolio held by the
Sub-Account for the immediately preceding Valuation Period.
C is the cumulative charge for the Mortality and Expense Risk Charge and
for the Administrative Charge.
The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.
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TRANSFERS
TRANSFERS DURING THE ACCUMULATION PERIOD
Subject to certain limitations imposed by the Company on the number of transfers
(currently, unlimited) that can be made during the Accumulation Period, the
Participant may transfer all or part of the Participant's interest in a Sub-
Account by Written Request. No fee will be imposed if there have been no more
than the number of free transfers allowed (currently, twelve (12) per calendar
year). All transfers are subject to the following:
1. If more than the number of free transfers have been made, the Company
will deduct a Transfer Fee, (see "Charges and Deductions - Deduction for
Transfer Fee," on Page __) for each subsequent transfer permitted. The Transfer
Fee will be deducted from the Participant's interest in the Sub-Account from
which the transfer is made. However, if the Participant's entire interest in a
Sub-Account is being transferred, the Transfer Fee will be deducted from the
amount which is transferred. If Certificate Values are being transferred from
more than one Sub-Account, any Transfer Fee will be allocated to those Sub-
Accounts on a pro-rata basis in proportion to the amount transferred from each
Sub-Account.
2. The minimum amount which can be transferred is $10,000 (from one or
multiple Sub-Accounts) or the Participant's entire interest in the Sub-Account,
or the minimum amount permitted by applicable state law, if less. The minimum
amount which must remain in a Sub-Account after a transfer is $10,000 or $0 if
the entire amount in the Sub-Account is transferred.
3. The Certificate provides that the Company reserves the right, at any
time and without prior notice to any party, to terminate, suspend or modify the
transfer privilege described above. However, the Company has agreed to give
prior notice to OFFITBANK of any proposed termination, suspension or
modification of the transfer privilege.
Participants can elect to make transfers by telephone. To do so, Participants
must submit a completed Written Request electing the telephone transfer
privilege. The Company will use reasonable procedures to confirm that
instructions communicated by telephone are genuine. If it does not, the Company
may be liable for any losses due to unauthorized or fraudulent instructions. The
Company may tape record all telephone instructions. The Company will not be
liable for any loss, liability, cost or expense incurred by the Participant for
acting in accordance with such telephone instructions believed to be genuine.
The telephone transfer privilege may be discontinued at any time by the
Company.
If there are Joint Participants, unless the Company is informed to the contrary,
telephone instructions will be accepted from either of the Joint
Participants.
TRANSFERS DURING THE ANNUITY PERIOD
During the Annuity Period, the Participant may make transfers (currently, six
(6) per calendar year), by Written Request, as follows:
1. The Participant may make transfers of Annuity Reserves between Sub-
Accounts, subject to any limitations imposed by the Company on the number of
transfers (currently, six (6) transfers per calendar year) that can be made
during the Annuity Period. Currently, six (6) transfers permitted per calendar
year during the Annuity Period are free (no Transfer Fee will be imposed).
2. The Participant may, once each Certificate Year, make a transfer from
one or more Sub-Accounts to the General Account. The Participant may not make a
transfer from the General Account to the Separate Account.
3. Transfers of Annuity Reserves between Sub-Accounts will be made by
converting the number of Annuity Units attributable to the Annuity Reserves
being transferred to the number of Annuity Units of the Sub-Account to which the
transfer is made, so that the next Annuity Payment if it were made at that time
would be the same amount that it would have been without the transfer.
Thereafter, Annuity Payments will reflect changes in the value of the new
Annuity Units.
The amount transferred to the General Account from a Sub-Account will be based
on the Annuity Reserves for the Participant in that Sub-Account. Transfers to
the General Account will be made by converting the Annuity Units being
transferred to purchase fixed Annuity Payments under the Annuity Option in
effect and based on the Age of the Annuitant at the time of the transfer.
4. The minimum amount which can be transferred is $10,000 or the
Participant's entire interest in the Sub-Account, or the minimum amount
permitted by applicable state law, if less. The minimum amount which must remain
in a Sub-Account after a transfer is $10,000 or $0 if the entire amount in the
Sub-Account is transferred.
5. The Certificate provides that the Company reserves the right, at any
time and without prior notice to any party, to terminate, suspend or modify the
transfer privilege described above. However, the Company has agreed to give
prior notice to OFFITBANK of any proposed termination, suspension or
modification of the transfer privilege.
Participants can elect to make transfers by telephone. To do so, Participants
must submit a completed Written Request electing the telephone transfer
privilege. The Company will use reasonable procedures to confirm that
instructions communicated by telephone are genuine. If it does not, the Company
may be liable for any losses due to unauthorized or fraudulent instructions. The
Company may tape record all telephone instructions. The Company will not be
liable for any loss, liability, cost or expense incurred by the Participant for
acting in accordance with such telephone instructions believed to be genuine.
The telephone transfer privilege may be discontinued at any time by the
Company.
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If there are Joint Participants, unless the Company is informed to the contrary,
telephone instructions will be accepted from either of the Joint
Participants.
WITHDRAWALS
During the Accumulation Period, the Participant may, upon a Written Request,
make a total or partial withdrawal of the Certificate Withdrawal Value. The
Certificate Withdrawal Value is:
1. The Certificate Value as of the end of the Valuation Period during which a
Written Request for a withdrawal is received; less
2. Any applicable Premium Taxes not previously deducted; less
3. The Annual Certificate Maintenance Charge, if any; less
4. Any Purchase Payments credited to the Certificate when based upon
checks that have not cleared the drawer bank.
A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account in the ratio that the Participant's interest in the Sub-
Account bears to the total Certificate Value. The Participant must specify by
Written Request in advance which Sub-Account Units are to be canceled if other
than the above method is desired. If the Participant makes a total withdrawal,
all of the Participant's rights and interests in the Certificate will
terminate.
The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of Payments
provision is in effect (or unless a shorter period is required under applicable
law or regulation).
Each partial withdrawal must be for at least $10,000 or the Participant's entire
interest in the Sub-Account, if less. The minimum Certificate Value which must
remain in the Certificate after a partial withdrawal is $50,000. The Company
reserves the right to limit the number of partial withdrawals that can be made
from a Certificate. Currently, there are no limitations on the number of partial
withdrawals.
Certain tax withdrawal penalties and restrictions may apply to withdrawals from
Certificates. (See "Tax Status" on Page __.)
SYSTEMATIC WITHDRAWALS
The Company permits a Systematic Withdrawal Plan which enables a Participant to
pre-authorize (by providing the Company with a Written Request) a periodic
exercise of the contractual withdrawal rights. Systematic withdrawals are made
on any monthly date specified by the Participant (or the next following
Valuation Date if the monthly date is not a Valuation Date). If no start date is
selected, the Company will automatically begin systematic withdrawals within
five (5) business days after the Written Request is received. Participants must
be 59 1/2 or older to participate in the program. A minimum Certificate Value of
$100,000 at the time the Systematic Withdrawal Plan is elected is required.
Certain tax penalties may apply to withdrawals from the Certificates (see "Tax
Status" - "Tax Treatment of Withdrawals - Qualified Certificates" on Page __).
Participants can choose the frequency at which withdrawals will be made, i.e.,
monthly, quarterly, semi-annually or annually. The amount will be withdrawn
proportionately from each Sub-Account held under the Certificate unless
otherwise directed by the Participant.
Changes to selections made by the Participant may be made by Written Request.
The Systematic Withdrawal Option will terminate if: (i) the total Certificate
Value is withdrawn; (ii) the last withdrawal as selected by the Participant has
been made; (iii) there is insufficient Certificate Value in the Sub-Account to
complete the withdrawal; (iv) Annuity Payments have commenced; or (v) a Written
Request from the Participant to terminate the option has been received at the
Annuity Service Center at least (5) business days prior to the next withdrawal
request. Participants who elect to terminate the Systematic Withdrawal Plan may
re-institute the Plan by Written Request.
Participants currently participating in the automatic premium system may not
simultaneously participate in the Systematic Withdrawal Plan. All the provisions
relating to withdrawals contained in the Certificate are applicable to the
Systematic Withdrawal Plan.
SUSPENSION OR DEFERRAL OF PAYMENTS
The Company reserves the right to suspend or postpone payments for a withdrawal
or transfer for any period when:
1. The New York Stock Exchange is closed (other than customary weekend and
holiday closings);
2. Trading on the New York Stock Exchange is restricted;
3. An emergency exists as a result of which disposal of securities held in the
Separate Account is not reasonably practicable or it is not reasonably
practicable to determine the value of the Separate Account's net assets; or
4. During any other period when the Securities and Exchange Commission, by
order, so permits for the protection of Participants;
provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.
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PROCEEDS PAYABLE ON DEATH
DEATH OF PARTICIPANT DURING THE ACCUMULATION PERIOD
Upon the death of the Participant or a Joint Participant during the Accumulation
Period, the death benefit will be paid to the Primary Beneficiary designated by
the Participant. Upon the death of a Joint Participant, the surviving Joint
Participant, if any, will be treated as the Primary Beneficiary. Any other
Beneficiary designation on record at the time of death will be treated as a
Contingent Beneficiary, unless previously changed by Written Request.
A Beneficiary may request that the death benefit be paid under one of the Death
Benefit Options below. If the Beneficiary is the spouse of the Participant he or
she may elect to continue the Certificate at the then current Certificate Value
(which may be less than the Death Benefit) in his or her own name and exercise
all the Participant's rights under the Certificate. In the event of the
simultaneous death of Joint Participants, death benefits will be determined in
accordance with state law.
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
The death benefit during the Accumulation Period will be the Certificate Value
determined and paid as of the end of the Valuation Period during which the
Company receives both due proof of death and an election of the payment
method.
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD
A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Participant during the
Accumulation Period:
OPTION 1 - lump sum payment of the death benefit; or
OPTION 2 - the payment of the entire death benefit within five (5) years of the
date of the death of the Participant; or
OPTION 3 - payment of the death benefit under an Annuity Option over the
lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one (1) year of
the date of death of the Participant or any Joint Participant.
Any portion of the death benefit not applied under Option 3 within one (1) year
of the date of the Participant's death, must be distributed within five (5)
years of the date of death.
A spousal Beneficiary may elect to continue the Certificate in his or her own
name, elect a lump sum payment of the death benefit or apply the death benefit
to an Annuity Option.
If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.
Payment to the Beneficiary, other than in a lump sum, may only be elected during
the sixty-day period beginning with the date of receipt by the Company of proof
of death.
DEATH OF PARTICIPANT DURING THE ANNUITY PERIOD
If the Participant or a Joint Participant, who is not the Annuitant, dies during
the Annuity Period, any remaining payments under the Annuity Option elected will
continue to be made at least as rapidly as under the method of distribution in
effect at such Participant's death. Upon the death of a Participant during the
Annuity Period, the Beneficiary becomes the Participant.
DEATH OF ANNUITANT
Upon the death of the Annuitant, who is not a Participant, during the
Accumulation Period, the Participant may designate a new Annuitant, subject to
the Company's underwriting rules then in effect. If no designation is made
within 30 days of the death of the Annuitant, the Participant will become the
Annuitant. If the Participant is a non-natural person, the death of the
Annuitant will be treated as the death of the Participant and a new Annuitant
may not be designated. (See "Death of Participant During Accumulation Period" on
Page __.)
Upon the death of the Annuitant on or after the Annuity Date, the death benefit,
if any, will be as specified in the Annuity Option elected. Death benefits will
be paid at least as rapidly as under the method of distribution in effect at the
Annuitant's death.
PAYMENT OF DEATH BENEFIT
The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:
1. a certified death certificate;
2. a certified decree of a court of competent jurisdiction as to the finding
of death; or
3. any other proof satisfactory to the Company.
All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.
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BENEFICIARY
The Beneficiary designation in effect on the Issue Date will remain in effect
until changed. Unless the Participant provides otherwise, the death benefit will
be paid in equal shares to the Beneficiary(ies) as follows:
1. to the Primary Beneficiary(ies) who survive the Participant's and/or the
Annuitant's death, as applicable; or if there are none
2. to the Contingent Beneficiary(ies) who survive the Participant's and/or the
Annuitant's death, as applicable; or if there are none
3. to the estate of the Participant.
Beneficiaries may be named irrevocably. In that case a change of Beneficiary
requires the consent of any irrevocable Beneficiary. If an irrevocable
Beneficiary is named, the Participant retains all other contractual rights.
CHANGE OF BENEFICIARY
Subject to the rights of any irrevocable Beneficiary(ies), the Participant may
change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). A change may
be made by Written Request. The change will take effect as of the date the
notice is signed. The Company will not be liable for any payment made or action
taken before it records the change.
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ANNUITY PROVISIONS
ANNUITY GUIDELINES
Once the Certificate reaches the Annuity Date, the following guidelines
apply:
1. The Participant may elect to have the Certificate Value applied to
provide a Variable Annuity, a Fixed Annuity, or a combination Fixed and Variable
Annuity. If a combination is elected, the Participant must specify what part of
the Certificate Value is to be applied to the Fixed and Variable options.
2. The amount applied to an Annuity Option on the Annuity Date, excluding
any death benefit proceeds applied to an Annuity Option, is equal to the
Certificate Value minus any applicable Premium Tax and Annual Certificate
Maintenance Charge.
3. If the amount to be applied under an Annuity Option is less than
$2,000, the Company reserves the right to pay the amount in a lump sum. If any
Annuity Payment is less than $100, the Company reserves the right to change the
payment basis to equivalent quarterly, semi-annual or annual payments.
4. Participants select an Annuity Date at the Issue Date. Participants
may change the Annuity Date at any time prior to the Annuity Date by Written
Request 30 days prior to the new Annuity Date. The Annuity Date must be the
first day of a calendar month. The Annuity Date cannot be earlier than five
years after the Issue Date. The latest permitted Annuity Date is the earlier of:
(i) the 90th birthday of the Owner or Annuitant or the oldest Joint Annuitant;
or (ii) the latest date permitted under state law.
5. If no Annuity Option has been chosen at least thirty (30) calendar
days before the Annuity Date, the Company will make payments to the Annuitant
under Option B, with 10 years of payments guaranteed. Unless specified
otherwise, the then Certificate Value shall be used to provide a Variable
Annuity.
ANNUITY PAYMENTS
The Company will make Annuity Payments beginning on the Annuity Date, provided
no death benefit has become payable and the Participant has by Written Request
selected an available Annuity Option and payment schedule. Except as otherwise
agreed to by the Participant and the Company, Annuity Payments will be payable
monthly unless another Annuity Payment frequency is selected by the Participant.
The Annuity Option and frequency of Annuity Payments may not be changed by the
Participant after Annuity Payments begin. Unless the Participant specifies
otherwise, the payee of the Annuity Payments shall be the Annuitant.
If the amount of the Annuity Payment will depend on the Age or sex of the
Annuitant, the Company reserves the right to ask for satisfactory proof of the
Annuitant's (or Joint Annuitant's, if any) Age and sex. The Company reserves the
right to delay Annuity Payments until acceptable proof is received.
The Mortality and Expense Risk Charge is assessed during both the Accumulation
Period and Annuity Period. The Company will continue to assess the Mortality and
Expense Risk Charge during payment of an Annuity Option that does not involve
life contingency even though the Company no longer bears any mortality risk on
such payment obligation.
FIXED ANNUITY
A Fixed Annuity provides for payments which do not fluctuate based on investment
performance.
Fixed Annuity payments shall be determined by applying the Annuity Purchase
Rates set forth in the Fixed Annuity Rate Tables contained in the Certificate to
the portion of the Certificate Value allocated to the Fixed Annuity Option
selected by the Participant.
VARIABLE ANNUITY
A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the Sub-Accounts Annuity Units credited to the
Variable Annuity Option.
ANNUITY UNITS AND PAYMENTS
The dollar amount of each Variable Annuity payment depends on the number of
Annuity Units credited to that Annuity Option, and the value of those Units. The
number of Annuity Units is determined as follows:
1. The number of Annuity Units credited in each Sub-Account will be
determined by dividing the product of the portion of the Certificate Value to be
applied to the Sub-Account and the Annuity Purchase Rate by the value of one
Annuity Unit in that Sub-Account on the Annuity Date. The purchase rates are set
forth in the Variable Annuity Rate Tables in the Certificate.
2. For each Sub-Account, the amount of each Annuity Payment equals the
product of the Annuitant's number of Annuity Units and the Annuity Unit Value on
the payment date. The amount of each payment may vary.
ANNUITY UNIT VALUE
The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.
The Sub-Account Annuity Unit Value at the end of any subsequent Valuation Period
is determined as follows:
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1. The Net Investment Factor (see page __ for a description) for the
current Valuation Period is multiplied by the value of the Annuity Unit for the
Sub-Account for the immediately preceding Valuation Period.
2. The result in (1) is then divided by an assumed investment rate
factor. The assumed investment rate factor equals 1.00 plus the assumed
investment rate for the number of days since the preceding Valuation Date. The
assumed investment rate is based on an effective annual rate of 4%.
The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.
ANNUITY OPTIONS
The Participant may choose periodic Fixed and/or Variable Annuity Payments under
any one of the Annuity Options described below. The Company may consent to other
plans of payment before the Annuity Date.
The following Annuity Options are available:
Annuity Option A - Life Income
Periodic payments will be made as long as the Annuitant lives. UNDER THIS OPTION
IT WOULD BE POSSIBLE FOR ONLY ONE (1) ANNUITY PAYMENT TO BE MADE IF THE
ANNUITANT WERE TO DIE BEFORE THE DUE DATE OF THE SECOND ANNUITY PAYMENT; ONLY
TWO (2) ANNUITY PAYMENTS IF THE ANNUITANT WERE TO DIE BEFORE THE DUE DATE OF THE
THIRD ANNUITY PAYMENT; AND SO FORTH.
Annuity Option B - Life Income with Period Certain
Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5), ten
(10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed Annuity Payments remaining commuted and paid
in a lump sum.
Annuity Option C - Joint and Last Survivor Payments
Periodic payments will be made during the joint lifetime of two Annuitants
continuing in the same amount during the lifetime of the surviving Annuitant.
UNDER THIS OPTION IT WOULD BE POSSIBLE FOR ONLY ONE (1) ANNUITY PAYMENT TO BE
MADE IF BOTH ANNUITANTS WERE TO DIE BEFORE THE DUE DATE OF THE SECOND ANNUITY
PAYMENT; ONLY TWO (2) ANNUITY PAYMENTS IF BOTH ANNUITANTS WERE TO DIE BEFORE THE
DUE DATE OF THE THIRD ANNUITY PAYMENT; AND SO FORTH.
Annuity Option D - Joint and 2/3 Survivor Annuity
Periodic payments will be made during the joint lifetime of two Annuitants.
Payments will continue during the lifetime of the surviving Annuitant and will
be computed on the basis of two-thirds of the Annuity Payment (or Units) in
effect during the joint lifetime. UNDER THIS OPTION IT WOULD BE POSSIBLE FOR
ONLY ONE (1) ANNUITY PAYMENT TO BE MADE IF BOTH ANNUITANTS WERE TO DIE BEFORE
THE DUE DATE OF THE SECOND ANNUITY PAYMENT; ONLY TWO (2) ANNUITY PAYMENTS IF
BOTH ANNUITANTS WERE TO DIE BEFORE THE DUE DATE OF THE THIRD ANNUITY PAYMENT;
AND SO FORTH.
Annuity Option E - Period Certain
Periodic payments will be made for a specified period that must be at least five
(5) years and not be more than thirty (30) years. If the Participant does not
desire payments to continue for the remainder of the guaranteed period, he/she
may elect to have the present value of the remaining payments commuted and paid
in a lump sum or as an Annuity Option purchased at the date of such
election.
Annuity Option F - Special Income Settlement Agreement
The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Participant and the Company.
DISTRIBUTOR
The Contract and Certificates will be sold by licensed insurance agents in those
states where the Contract and Certificates may be lawfully sold. Such agents
will be registered representatives of broker-dealers registered under the
Securities Exchange Act of 1934 who are members of the National Association of
Securities Dealers, Inc. and who have entered into distribution agreements with
the Company and the principal underwriter (Distributor) for the Certificate. MML
Distributors, LLC ("MML Distributors") formerly known as Connecticut Mutual
Financial Services, LLC. (the "Distributor"), a wholly-owned subsidiary of the
Company serves as the principal underwriter for the Certificates. The
Distributor is located at 1414 Main Street, Springfield, Massachusetts 01144-
1013. The Distributor is registered with the Securities and Exchange Commission
as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. No compensation is paid to selling
broker-dealers for sales of the Certificates.
It is anticipated that the offering of the Certificates will be continuous.
PERFORMANCE INFORMATION
MONEY MARKET SUB-ACCOUNT
From time to time, the Company may advertise its "yield" and "effective yield"
of the Money Market Sub-Account. Both yield figures are based on historical
earnings and are not intended to indicate future performance. The
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"yield" of the Money Market Sub-Account refers to the income generated by
Certificate Values in the Money Market Sub-Account over a seven-day period
(which period will be stated in the advertisement). This income is "annualized."
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the Certificate Values in the Money Market Sub-Account. The
"effective yield" is calculated similarly. However, when annualized, the income
earned by Certificate Values is assumed to be reinvested. This results in the
"effective yield" being slightly higher than the "yield" because of the
compounding effect of the assumed reinvestment. The yield figure will reflect
the deduction of any asset-based charges and any applicable Annual Certificate
Maintenance Charge, but not Premium Taxes.
OTHER SUB-ACCOUNTS
From time to time, the Company may advertise performance data for the various
other Sub-Accounts under the Certificate. Such data will show the percentage
change in the value of a Sub-Account's Accumulation Unit based on the
performance of the underlying investment vehicle over a period of time, usually
a calendar year, determined by dividing the increase (decrease) in value for
that Unit by the Accumulation Unit value at the beginning of the period. This
percentage figure will reflect the deduction of any asset-based charges and any
applicable Annual Certificate Maintenance Charges under the Certificate, but not
Premium Taxes.
Any advertisement will also include total return figures calculated as described
in the Statement of Additional Information. The total return figures reflect the
deduction of any applicable Annual Certificate Maintenance Charge, as well as
any asset-based charges, but not Premium Taxes.
The Company may make available yield information with respect to some of the
Sub-Accounts. Such yield information will be calculated as described in the
Statement of Additional Information. The yield information will reflect the
deduction of any applicable Annual Certificate Maintenance Charge as well as any
asset-based charges.
The Company may also show historical Accumulation Unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual Accumulation Unit values.
In addition, the Company may distribute sales literature which compares the
percentage change in Accumulation Unit values for any of the Sub-Accounts
against established market indices such as the Standard & Poor's 500 Composite
Stock Price Index, the Dow Jones Industrial Average or other management
investment companies which have investment objectives similar to the underlying
Portfolio being compared. The Standard & Poor's 500 Composite Stock Price Index
is an unmanaged, unweighted average of 500 stocks, the majority of which are
listed on the New York Stock Exchange. The Dow Jones industrial Average is an
unmanaged, weighted average of thirty blue chip industrial corporations listed
on the New York Stock Exchange. Both the Standard & Poor's 500 Composite Stock
Price Index and the Dow Jones Industrial Average assume quarterly reinvestment
of dividends. In addition, the Company may, as appropriate, compare each Sub-
Account's performance to that of other types of investments such as certificates
of deposit, savings accounts and U.S. Treasuries, or to certain interest rate
and inflation indices, such as the Consumer Price Index, which is published by
the U.S. Department of Labor and measures the average change in prices over time
of a fixed "market basket" of certain specified goods and services. Similar
comparisons of Sub-Account performance may also be made with appropriate indices
measuring the performance of a defined group of securities widely recognized by
investors as representing a particular segment of the securities markets. For
example, Sub-Account performance may be compared with Donoghue Money Market
Institutional Averages (money market rates), Lehman Brothers Corporate Bond
Index (corporate bond interest rates) or Lehman Brothers Government Bond Index
(long-term U.S. Government obligation interest rates).
The Company may also distribute sales literature which compares the performance
of the Certificates and Insurance Investment Products Trust with the
Certificates issued through the separate accounts of other insurance companies
and their underlying funds. Such information will be derived from the Lipper
Variable Insurance Products Performance Analysis Service, the VARDS Report or
from Morningstar.
The Lipper Variable Insurance Products Performance Analysis Service is published
by Lipper Analytical Services, Inc., a publisher of statistical data which
currently tracks the performance of almost 4,000 investment companies. The
rankings compiled by Lipper may or may not reflect the deduction of asset-based
insurance charges. The Company's sales literature utilizing these rankings will
indicate whether or not such charges have been deducted. Where the charges have
not been deducted, the sales literature will indicate that if the charges had
been deducted, the ranking might have been lower.
The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Atlanta and published by Financial
Planning Resources, Inc. The VARDS rankings may or may not reflect the deduction
of asset-based insurance charges. The Company's sales literature utilizing these
rankings will indicate which charges had been deducted. Where the charges have
not been deducted, the sales literature will indicate that if the charges had
been deducted, the ranking might have been lower.
Morningstar rates mutual funds used with variable Certificates against its peers
with similar investment objectives. Morningstar does not rate any mutual fund
that has less than three years of performance data. The Company's sales
literature utilizing these rankings will indicate whether they reflect the
reduction of asset-based insurance charges. Where the charges have not been
deducted, the sales literature will indicate that if the charges had been
deducted, the ranking might have been lower.
TAX STATUS
GENERAL
NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S UNDERSTANDING OF
CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL. THE COMPANY
CANNOT PREDICT THE PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE MADE.
PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING THE POSSIBILITY
OF SUCH CHANGES.
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THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF THE CERTIFICATES. PURCHASERS
BEAR THE COMPLETE RISK THAT THE CERTIFICATES MAY NOT BE TREATED AS "ANNUITY
CERTIFICATES" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE FURTHER UNDERSTOOD
THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT SPECIAL RULES NOT
DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN SITUATIONS. MOREOVER,
NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX
LAWS.
Section 72 of the Code governs taxation of annuities in general. A Participant
is not taxed on increases in the value of a Certificate until distribution
occurs, either in the form of a lump sum payment or as Annuity Payments under
the Annuity Option selected. For a lump sum payment received as a total
withdrawal (total surrender), the recipient is taxed on the portion of the
payment that exceeds the cost basis of the Certificate. For Non-Qualified
Certificates, this cost basis is generally the Purchase Payments, while for
Qualified Certificates there may be no cost basis. The taxable portion of the
lump sum payment is taxed at ordinary income tax rates.
For Annuity Payments, a portion of each payment in excess of an exclusion amount
is includible in taxable income. The exclusion amount for payments based on a
fixed Annuity Option is determined by multiplying the payment by the ratio that
the cost basis of the Certificate (adjusted for any period certain or refund
feature) bears to the expected return under the Certificate. The exclusion
amount for payments based on a variable Annuity Option is determined by dividing
the cost basis of the Certificate (adjusted for any period certain or refund
guarantee) by the number of years over which the annuity is expected to be paid.
Payments received after the investment in the Certificate has been recovered
(i.e. when the total of the excludable amounts equal the investment in the
Certificate) are fully taxable. The taxable portion is taxed at ordinary income
tax rates. For certain types of Qualified Plans there may be no cost basis in
the Certificate within the meaning of Section 72 of the Code. Participants,
Annuitants, and Beneficiaries under the Certificates should seek competent
financial advice about the tax consequences of any distributions.
The Company is taxed as a life insurance company under the Code. For federal
income tax purposes, the Separate Account is not a separate entity from the
Company and its operations form a part of the Company.
DIVERSIFICATION
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity Certificates. The Code provides that a
variable annuity Certificate will not be treated as an annuity Certificate for
any period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury Department
("Treasury Department"), adequately diversified. Disqualification of the
Certificate as an annuity Certificate would result in the imposition of federal
income tax to the Participant with respect to earnings allocable to the
Certificate prior to the receipt of payments under the Certificate. The Code
contains a safe harbor provision which provides that annuity Certificates such
as the Certificates meet the diversification requirements if, as of the end of
each quarter, the underlying assets meet the diversification standards for a
regulated investment company and no more than 55% of the total assets consist of
cash, cash items, U.S. Government securities and securities of other regulated
investment companies.
On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg. 1.817-
5), which established diversification requirements for the investment portfolios
underlying variable Certificates such as the Certificates. The Regulations
amplify the diversification requirements for variable Certificates set forth in
the Code and provide an alternative to the safe harbor provision described
above. Under the Regulations, an investment portfolio will be deemed adequately
diversified if: (1) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (2) no more than 70% of the
value of the total assets of the portfolio is represented by any two
investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments.
The Code provides that, for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
Certificates by Section 817(h) of the Code have been met, "each United States
Government agency or instrumentality shall be treated as a separate
issuer."
The Company intends that all Eligible Investments underlying the Certificates
will be managed in such a manner as to comply with these diversification
requirements.
The Treasury Department has indicated that the diversification Regulations do
not provide guidance regarding the circumstances in which Participant control of
the investments of the Separate Account will cause the Participant to be treated
as the owner of the assets of the Separate Account, thereby resulting in the
loss of favorable tax treatment for the Certificate. At this time it cannot be
determined whether additional guidance will be provided and what standards may
be contained in such guidance.
The amount of Participant control which may be exercised under the Certificate
is different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the Participant
was not the owner of the assets of the separate account. It is unknown whether
these differences, such as the Participant's ability to transfer among
investment choices or the number and type of investment choices available, would
cause the Participant to be considered as the owner of the assets of the
Separate Account resulting in the imposition of federal income tax to the
Participant with respect to earnings allocable to the Certificate prior to
receipt of payments under the Certificate.
In the event any forthcoming guidance or ruling is considered to set forth a new
position, such guidance or ruling will generally be applied only prospectively.
However, if such ruling or guidance was not considered to set forth a new
position, it may be applied retroactively resulting in the Participant being
retroactively determined to be the owner of the assets of the Separate
Account.
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Due to the uncertainty in this area, the Company reserves the right to modify
the Certificate in an attempt to maintain favorable tax treatment.
MULTIPLE CERTIFICATES
The Code provides that multiple non-qualified annuity Certificates which are
issued within a calendar year to the same Participant by one company or its
affiliates are treated as one annuity Certificate for purposes of determining
the tax consequences of any distribution. Such treatment may result in adverse
tax consequences including more rapid taxation of the distributed amounts from
such combination of Certificates. Participants should consult a tax adviser
prior to purchasing more than one non-qualified annuity Certificate in any
calendar year.
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TAX TREATMENT OF ASSIGNMENTS
An assignment or pledge of a Certificate may be a taxable event. Participants
should therefore consult competent tax advisers should they wish to assign or
pledge their Certificates.
INCOME TAX WITHHOLDING
All distributions or the portion thereof which is includible in the gross income
of the Participant are subject to federal income tax withholding. Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from non-periodic payments. However, the Participant, in most cases,
may elect not to have taxes withheld or to have withholding done at a different
rate.
Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 of the Code, which are not directly rolled over to another
eligible retirement plan or individual retirement account or individual
retirement annuity, are subject to a mandatory 20% withholding for federal
income tax. The 20% withholding requirement does not apply to: a) distributions
for the life or life expectancy of the participant or joint and last survivor
expectancy of the participant and a designated beneficiary; or b) distributions
for a specified period of ten (10) years or more; or c) distributions which are
required minimum distributions. Participants under such plans should consult
their own tax counsel or other tax advisor regarding withholding.
TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CERTIFICATES
Section 72 of the Code governs treatment of distributions from annuity
Certificates. It provides that if the Certificate Value exceeds the aggregate
purchase payments made, any amount withdrawn will be treated as coming first
from the earnings and then, only after the income portion is exhausted, as
coming from the principal. Withdrawn earnings are includible in gross income. It
further provides that a 10% penalty will apply to the income portion of any
distribution. However, the penalty is not imposed on amounts received: (a) after
the taxpayer reaches age 59 1/2; (b) after the death of the Participant; (c) if
the taxpayer is totally disabled (for this purpose disability is as defined in
Section 72(m)(7) of the Code); (d) in a series of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer or for the joint lives (or joint life expectancies)
of the taxpayer and his or her Beneficiary; (e) under an immediate annuity; or
(f) which are allocable to purchase payments made prior to August 14, 1982.
The above information does not apply to Qualified Certificates. However,
separate tax withdrawal penalties and restrictions may apply to such Qualified
Certificates. (See "Tax Treatment of Withdrawals -Qualified Certificates"
below.)
QUALIFIED PLANS
The Certificates offered by this Prospectus are designed to be suitable for use
under various types of Qualified Plans. Taxation of participants in each
Qualified Plan varies with the type of plan and terms and conditions of each
specific plan. Participants, Annuitants and Beneficiaries are cautioned that
benefits under a Qualified Plan may be subject to the terms and conditions of
the plan regardless of the terms and conditions of the Certificates issued
pursuant to the plan. Some retirement plans are subject to distribution and
other requirements that are not incorporated into the Certificate's
administrative procedures. Owners, participants and Beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Certificates comply with applicable law.
Following are general descriptions of the types of Qualified Plans with which
the Certificates may be used. Such descriptions are not exhaustive and are for
general informational purposes only. The tax rules regarding Qualified Plans are
very complex and will have differing applications depending on individual facts
and circumstances. Each purchaser should obtain competent tax advice prior to
purchasing a Certificate issued under a Qualified Plan.
Certificates issued pursuant to Qualified Plans include special provisions
restricting Certificate provisions that may otherwise be available as described
in this Prospectus. Generally, Certificates issued pursuant to Qualified Plans
are not transferable except upon surrender or annuitization. Various penalty and
excise taxes may apply to contributions or distributions made in violation of
applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from Qualified Certificates. (See "Tax
Treatment of Withdrawals -Qualified Certificates" below.)
On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The Certificates sold by the Company in connection
with certain Qualified Plans will utilize annuity tables which do not
differentiate on the basis of sex. Such annuity tables will also be available
for use in connection with certain non-qualified deferred compensation
plans.
H.R. 10 PLANS
Section 401 of the Code permits self-employed individuals to establish Qualified
Plans for themselves and their employees, commonly referred to as "H.R. 10" or
"Keogh" plans. Contributions made to the Plan for the benefit of the employees
will not be included in the gross income of the employees until distributed from
the Plan. The tax consequences to participants may vary depending upon the
particular plan design. However, the Code places limitations and restrictions on
all Plans including on such items as: amount of allowable contributions; form,
manner and timing of distributions; transferability of benefits; vesting and
non-forfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. (See "Tax Treatment of Withdrawals - Qualified Certificates" below.)
These retirement plans may permit the purchase of the Certificates to accumulate
retirement savings under the plans. Adverse tax or other legal consequences to
the Plan, to the participant or to both may result if the Certificate is
assigned or transferred to any individual as a means to provide benefit
payments, unless the Plan complies with all legal requirements applicable to
such benefits prior to the transfer of the Certificate. Purchasers of
Certificates
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for use with an H.R. 10 Plan should obtain competent tax advice as to the tax
treatment and suitability of such an investment.
INDIVIDUAL RETIREMENT ANNUITIES
Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to an
IRA which will be deductible from the individual's gross income. These IRAs are
subject to limitations on eligibility, contributions, transferability and
distributions. (See "Tax Treatment of Withdrawals - Qualified Certificates"
below.) Under certain conditions, distributions from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an IRA. Sales of Certificates for use with IRAs are subject to special
requirements imposed by the Code, including the requirement that certain
informational disclosure be given to persons desiring to establish an IRA.
Purchasers of Certificates to be qualified as Individual Retirement Annuities
should obtain competent tax advice as to the tax treatment and suitability of
such an investment.
CORPORATE PENSION AND PROFIT-SHARING PLANS
Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various types of retirement plans for employees. These retirement plans may
permit the purchase of the Certificates to provide benefits under the Plan.
Contributions to the Plan for the benefit of employees will not be includible in
the gross income of the employees until distributed from the Plan. The tax
consequences to participants may vary depending upon the particular plan design.
However, the Code places limitations and restrictions on all plans including on
such items as: amount of allowable contributions; form, manner and timing of
distributions; transferability of benefits; vesting and non-forfeitability of
interests; nondiscrimination in eligibility and participation; and the tax
treatment of distributions, withdrawals and surrenders. (See "Tax Treatment of
Withdrawals - Qualified Certificates" below.) These retirement plans may permit
the purchaser of the Certificates to accumulate retirement savings under the
plans. Adverse tax or other legal consequences to the plan, to the participant,
or to both may result if the Certificate is assigned or transferred to any
individual as a means to provide benefit payments, unless the plan complies with
all legal requirements applicable to such benefits prior to transfer of the
Certificate. Purchasers of Certificates for use with Corporate Pension or
Profit-Sharing Plans should obtain competent tax advice as to the tax treatment
and suitability of such an investment.
TAX TREATMENT OF WITHDRAWALS - QUALIFIED CERTIFICATES
In the case of a withdrawal under a Qualified Certificate, a ratable portion of
the amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's total accrued benefit under the retirement plan.
Special tax rules may be available for certain distributions from a Qualified
Certificate. Section 72(t) of the Code imposes a 10% penalty tax on the taxable
portion of any distribution from qualified retirement plans, including
Certificates issued and qualified under Code Sections 401 (H.R. 10 and Corporate
Pension and Profit-Sharing Plans) and 408(b) (Individual Retirement Annuities).
To the extent amounts are not includible in gross income because they have been
rolled over to an IRA or to another eligible Qualified Plan, no tax penalty will
be imposed. The tax penalty will not apply to the following distributions: (a)
if distribution is made on or after the date on which the Participant or
Annuitant (as applicable) reaches age 59 1/2; (b) distributions following the
death or disability of the Participant or Annuitant (as applicable) (for this
purpose disability is as defined in Section 72(m)(7) of the Code); (c) after
separation from service, distributions that are part of substantially equal
periodic payments made not less frequently than annually for the life (or life
expectancy) of the Participant or Annuitant (as applicable) or the joint lives
(or joint life expectancies) of such Participant or Annuitant (as applicable)
and his or her designated Beneficiary; (d) distributions to a Participant or
Annuitant (as applicable) who has separated from service after he/she has
attained age 55; (e) distributions made to the Participant or Annuitant (as
applicable) to the extent such distributions do not exceed the amount allowable
as a deduction under Code Section 213 to the Participant or Annuitant (as
applicable) for amounts paid during the taxable year for medical care; and (f)
distributions made to an alternate payee pursuant to a qualified domestic
relations order. The exceptions stated in (d), (e) and (f) above do not apply in
the case of an Individual Retirement Annuity. The exception stated in (c) above
applies to an Individual Retirement Annuity without the requirement that
there be a separation from service.
Generally, distributions from a Qualified Plan must commence no later than April
1 of the calendar year, following the year in which the employee attains age 70
1/2. Required distributions must be over a period not exceeding the life
expectancy of the individual or the joint lives or life expectancies of the
individual and his or her designated beneficiary. If the required minimum
distributions are not made, a 50% penalty tax is imposed as to the amount not
distributed. In addition, distributions in excess of $150,000 per year may be
subject to an additional 15% excise tax unless an exemption applies.
CERTIFICATES OWNED BY OTHER THAN NATURAL PERSONS
Generally, investment earnings on Purchase Payments for Certificates will be
taxed currently to the Participant if the Owner is a non-natural person, e.g., a
corporation, or certain other entities other than tax-qualified trusts. Such
Certificates generally will not be treated as annuities for federal income tax
purposes.
FINANCIAL STATEMENTS
Financial statements of the Company have been included in the Statement of
Additional Information. No financial statements for the Separate Account have
been included herein because, as of the date of this Prospectus the Sub-Accounts
available under the Contract and Certificates offered hereunder had no
assets.
27
<PAGE>
LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Separate Account,
the Distributor or the Company is a party which would have a negative impact on
any party's ability to meet its obligations under the Contract and
Certificates.
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
Item Page
- ---------------------------------------- ----
<S> <C>
Company..................................................................
Independent Accountants..................................................
Distributor..............................................................
Yield Calculation for Money Market Sub-Account...........................
Performance Information..................................................
Annuity Provisions.......................................................
Financial Statements.....................................................
</TABLE>
__________________
__________________
__________________
FRONT
- -----
MassMutual and Affiliated Companies Service Center
ALLIANCE-ONE Services, L.P.
301 West 11th Street
Kansas City, Missouri 64105
Please send me, at no charge the Statement of Additional Information dated
July __, 1996 for the Individual Deferred Variable Annuity Certificates issued
by CML/OFFITBANK Variable Annuity Separate Account.
--------------------------------------------------------------------------
BACK
- ----
(Please print or type and fill in all information.)
____________________________________________________
Name
____________________________________________________
Address
______________________________________________________
City State ZIP Code
28
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
INDIVIDUAL CERTIFICATES UNDER GROUP A VARIABLE DEFERRED ANNUITY
CONTRACTS
WITH FLEXIBLE PURCHASE PAYMENTS
ISSUED BY
CML/OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT
AND
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED JULY __, 1996 FOR THE INDIVIDUAL
CERTIFICATES UNDER GROUP VARIABLE DEFERRED ANNUITY CONTRACTS WITH FLEXIBLE
PURCHASE PAYMENTS WHICH ARE REFERRED TO HEREIN.
THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS CALL (800) 334-8117
OR WRITE TO MassMutual and Affiliated Companies Service Center, ALLIANCE-ONE
Services, L.P., 301 West 11th Street, Kansas City, Missouri 64105.
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED JULY __, 1996.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Company.................................................................
Independent Accountants.................................................
Distributor.............................................................
Yield Calculation For Money Market Sub-Account..........................
Performance Information.................................................
Annuity Provisions......................................................
Financial Statements....................................................
</TABLE>
COMPANY
Information regarding the Company and its ownership is contained in the
prospectus.
INDEPENDENT ACCOUNTANTS
The audited supplemental financial statements of Massachusetts Mutual Life
Insurance Company ("MassMutual") as of December 31, 1995 and 1994 and for each
of the three years in the period ended December 31, 1995 included in this
Statement of Additional Information have been so included in reliance on the
report of Coopers & Lybrand L.L.P., Springfield, Massachusetts 01101,
independent accountants, given on the authority of that firm as experts in
accounting and auditing. As more fully described in Coopers & Lybrand's report,
the supplemental financial statements of MassMutual give retroactive effect to
the merger of Massachusetts Mutual Life Insurance Company and Connecticut Mutual
Life Insurance Company, and includes an explanatory paragraph relating to the
pending sale of a wholly-owned insurance subsidiary.
The financial statements of MassMutual included herein should be considered
only as bearing on the ability of MassMutual to meet its obligations under the
Contract and Certificates.
DISTRIBUTOR
MML Distributors, LLC ("MML Distributors"), formerly known as Connecticut
Mutual Financial Services, LLC, is the distributor of the Contract and the
Certificates. MML Distributors is a limited liability corporation. On March 1,
1996, MML Investors Services, Inc. ("MMLISI") began serving as co-underwriter of
the Contract and Certificates. Both MML Distributors and MMLISI are broker-
dealers registered with the Securities and Exchange Commission and members of
the National Association of Securities Dealers, Inc. MML Distributors and MMLISI
are indirect wholly owned subsidiaries of Massachusetts Mutual Life Insurance
Company.
29
<PAGE>
MML Distributors may enter into selling agreements with other broker-
dealers which are registered with the Securities and Exchange Commission and are
members of the National Association of Securities Dealers, Inc. ("selling
brokers"). The Contract and Certificates are sold through agents who are
licensed by state insurance officials to sell the Contract and Certificates.
These agents are also registered representatives of selling brokers or of
MMLISI.
MML Distributors does business under different variations of its name;
including the name MML Distributors, L.L.C. in the states of Illinois, Michigan,
Oklahoma, South Dakota, and Washington, and the name MML Distributors, Limited
Liability Company in the states of Maine, Ohio, and West Virginia.
YIELD CALCULATION FOR MONEY MARKET SUB-ACCOUNT
The Money Market Sub-Account of the Separate Account will calculate its
current yield based upon the seven days ended on the date of calculation.
The current yield of the Money Market Sub-Account is computed by
determining the net change (exclusive of capital changes) in the value of a
hypothetical pre-existing Participant account having a balance of one
Accumulation Unit of the Sub-Account at the beginning of the period, subtracting
the Mortality and Expense Risk Charge, the Administrative Charge and the Annual
Certificate Maintenance Charge, dividing the difference by the value of the
account at the beginning of the same period to obtain the base period return and
multiplying the result by (365/7).
The Money Market Sub-Account computes its effective compound yield
according to the method prescribed by the Securities and Exchange Commission.
The effective yield reflects the reinvestment of net income earned daily on
Money Market Sub-Account assets.
Net investment income for yield quotation purposes will not include either
realized capital gains and losses or unrealized appreciation and depreciation,
whether reinvested or not.
The yields quoted should not be considered a representation of the yield of
the Money Market Sub-Account in the future since the yield is not fixed. Actual
yields will depend not only on the type, quality and maturities of the
investments held by the Money Market Sub-Account and changes in the interest
rates on such investments, but also on changes in the Money Market Sub-Account's
expenses during the period.
Yield information may be useful in reviewing the performance of the Money
Market Sub-Account and for providing a basis for comparison with other
investment alternatives. However, the Money Market Sub-Account's yield
fluctuates, unlike bank deposits or other investments which typically pay a
fixed yield for a stated period of time.
PERFORMANCE INFORMATION
From time to time, the Company may advertise performance data as described
in the Prospectus. Any such advertisement will include total return figures for
the time periods indicated in the advertisement. Such total return figures will
reflect the deduction of a 1.25% Mortality and Expense Risk Charge, a .15%
Administrative Charge, the investment advisory fee for the underlying Portfolio
being advertised and any applicable Annual Certificate Maintenance Charge.
The hypothetical value of a Certificate purchased for the time periods
described in the advertisement will be determined by using the actual
Accumulation Unit Values for an initial $1,000 purchase payment, and deducting
any applicable Annual Certificate Maintenance Charge to arrive at the ending
hypothetical value. The Annual Certificate Maintenance Charge for purposes of
computing this hypothetical value will be prorated among the Sub-Accounts of the
Separate Account based upon the percentage of in-force Certificates investing in
each of the Sub-Accounts. The percentages used are those determined as of the
most recent calendar year. For the first year of the Separate Account's
operation, the percentages used will be evenly allocated among the Sub-Accounts.
In general, the percentages are used in all instances where a Certificate
Maintenance Charge is deducted in the calculation. The average annual total
return is then determined by computing the fixed interest rate that a $1,000
purchase payment would have to earn annually, compounded annually, to grow to
the hypothetical value at the end of the time periods described. The formula
used in these calculations is:
n
P (1+T) = ERV
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time periods used (or
fractional portion thereof) of a hypothetical $1,000 payment made at
the beginning of the time periods used.
In addition to total return data, the Company may include yield information in
its advertisements. For each Sub-Account (other than the Money Market Sub-
Account) for which the Company will advertise yield, it will show a yield
quotation based on a 30 day (or one month) period ended on the date of the most
recent balance sheet of the Separate Account included in the registration
statement, computed by dividing the net investment income per Accumulation Unit
earned during the period by the maximum offering price per Unit on the last day
of the period, according to the following formula:
Yield = 2 [((a-b)/(cd) + 1) - 1]
30
<PAGE>
Where:
a = Net investment income earned during the period by the Trust
attributable to shares owned by the Sub-Account.
b = Expenses accrued for the period (net of reimbursements).
c = The average daily number of Accumulation Units outstanding
during the period.
d = The maximum offering price per Accumulation Unit on the last day
of the period.
Participants should note that the investment results of each Sub-Account will
fluctuate over time, and any presentation of the Sub-Account's total return or
yield for any period should not be considered as a representation of what an
investment may earn or what a Participant's total return or yield may be in any
future period.
The Contract was first offered to the public in 1996. However, total return data
may be advertised based on the period of time the Portfolios of the Funds have
been in existence. The results for any period prior to the Contracts being
offered will be calculated as if the Contracts had been offered during that
period of time, with all charges assumed to be those applicable to the
Contracts.
The Separate Account may from time to time also disclose average annual total
returns in non-standard formats in conjunction with the standard format
described above. The non-standard format calculation will be identical to the
standard format except it will NOT take any sales or surrender charges into
account.
Historical non-standard performance data are contained in the tables appearing
below.
The Fund may from time to time also discuss cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula, assuming no sales charge.
CTR = (ERV/P) - 1
Where: CTR = the cumulative total return net of a Sub-Account recurring
charges for the period
ERV = ending redeemable value of a hypothetical $1,000 payment made
at the beginning of the one, five, or ten-year (or other)
period, at the end of the one, five, or ten-year (or other)
period (or fractional portion thereof)
P = a hypothetical initial payment of $1,000.
All non-standard performance data will only be advertised if the standard total
return performance data is also included in the advertisement.
The following is a list of those publications which may be cited in advertising
materials which contain articles describing investment results or other data
relative to one or more of the Sub-Accounts.
<TABLE>
<CAPTION>
<S> <C>
Broker World Financial World
Across the Board Advertising Age
American Banker Barron's
Best's Review Business Insurance
Business Month Business Week
Changing Times Consumer Reports
Economist Financial Planning
Forbes Fortune
Inc. Institutional Investor
Insurance Forum Insurance Sales
Insurance Week Journal of Accountancy
Journal of the American Society of Journal of Commerce
CLU & ChFC Life Association News
Life Insurance Selling Manager's Magazine
MarketFacts Money
National Underwriter Nation's Business
New Choices (formerly 50 Plus) New York Times
Pension World Pensions & Investments
Rough Notes Round the Table
U.S. Banker Wall Street Journal
Working Woman Morningstar, Inc.
Financial Services Week Weisenberger Investment Companies Service
Kiplinger's Personal Finance Medical Economics
Registered Representative Investment Advisor
U.S. News & World Report Time
CDA Tillinghast
Financial Times American Agent and Broker
Insurance Product News Insurance Times
LIMRA's Marketfacts Professional Insurance Agents
Investment Dealers Digest Insurance Review
Investor's Business Daily Insurance Advocate
</TABLE>
31
<PAGE>
<TABLE>
<S> <C>
Independent Agent Professional Agent
California Broker Life Times
Hartford Courant New England Business
Entrepreneur Entrepreneurial Woman
USA Today Business Marketing Independent Business
Adweek Consumer's Digest
Newsweek Crain's
Success The Standard
The Washington Post Knight-Ridder
Associated Press United Press International
Reuter's Bloomberg
Business Wire Business News Features
Dow Jones News Service VARDS
Variable Annuity Reporting and Value Line
Data Service
</TABLE>
From time to time the sales of variable annuity Certificates under the Separate
Account may be published on a gross or net basis and for various periods of
time, and such sales compared with sales of similar annuity products reported
for other separate accounts unaffiliated with the Company and with industry
averages reported by Lipper Financial Services, Inc. and other reporting
services. The effect of compounding may also be discussed.
ANNUITY PROVISIONS
A Variable Annuity is an annuity with payments which; (1) are not predetermined
as to dollar amount; and (2) will vary in amount with the net investment results
of the applicable Sub-Accounts of the Separate Account. Annuity Payments also
depend upon the Age of the Annuitant and any Joint Annuitant and the assumed
interest factor utilized. The Annuity Table used will depend upon the Annuity
Option chosen. The dollar amount of annuity payments after the first is
determined as follows;
1. The dollar amount of the first Annuity Payment is divided by the value of a
Date. This establishes the number of Annuity Units for each Annuity
Payment. The number of Annuity Units remains fixed during the Annuity
Period.
2. For each Sub-Account, the fixed number of Annuity Units is multiplied by
the Annuity Unit value on each subsequent Annuity Payment Date.
3. The total dollar amount of each Variable Annuity Payment is the sum of all
Sub-Account Variable Annuity Payments.
(See "Annuity Provisions" in the Prospectus.)
FINANCIAL STATEMENTS
The supplemental financial statements of the Company included herein should
be considered only as bearing upon the ability of the Company to meet its
obligations under the Certificates.
No financial statements for the Separate Account have been included herein,
because, as of the date of this Statement of Additional Information, the Sub-
Accounts available under the Contract and Certificates had no assets.
32
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND POLICYHOLDERS OF
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
We have audited the supplemental statement of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1995 and 1994,
and the related supplemental statements of income, changes in policyholders'
contingency reserves and cash flows for each of the years in the three-year
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The supplemental financial statements give retroactive effect to the merger of
Massachusetts Mutual Life Insurance Company and Connecticut Mutual Life
Insurance Company on March 1, 1996, which has been accounted for as a pooling of
interests as described in the notes to the supplemental financial statements.
Generally accepted accounting principles preclude giving effect to a consummated
business combination accounted for by the pooling of interests methods in
financial statements that do not include the date of consummation. These
financial statements do not extend through the date of consummation; however,
they will become the historical consolidated financial statements of
Massachusetts Mutual Life Insurance Company after financial statements covering
the date of consummation of the business combination are issued. We did not
audit the financial statements of Connecticut Mutual Life Insurance Company
which statements reflect total assets of 25% as of December 31, 1995 and 1994,
revenue of 26%, 26%, and 24% and net gain from operations of 22%, 6% and 17% for
each of the three years in the period ended December 31, 1995, respectively.
Those statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Connecticut Mutual Life Insurance Company, is based solely on the report of
other auditors.
In our opinion, based on our audits and the reports of other auditors, the
supplemental financial statements referred to above present fairly, in all
material respects, the financial position of Massachusetts Mutual Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1995 in conformity with generally accepted accounting principles applicable
after financial statements are issued for a period which includes the date of
consummation of the business combination.
As discussed in Note 10 to the financial statements, Massachusetts Mutual Life
Insurance Company entered into a definitive agreement for the sale of a wholly-
owned insurance subsidiary.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
March 1, 1996
33
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
December 31,
1995 1994
---- ----
(In Millions)
<S> <C> <C>
Assets:
Bonds $23,625.1 $23,298.2
Stocks 416.1 246.1
Mortgage loans 3,872.4 4,066.2
Real estate:
Investments 1,502.8 1,673.7
Other 107.1 108.8
Other investments 1,489.9 1,218.4
Policy loans 4,518.4 4,259.8
Cash and short-term investments 2,342.8 2,255.5
Investment and insurance amounts receivable 1,059.3 1,069.7
Separate account assets 11,309.5 8,530.5
Other assets 174.6 153.3
--------- ---------
$50,418.0 $46,880.2
========= =========
Liabilities:
Policyholders' reserves and funds $32,893.1 $32,295.1
Policyholders' dividends 832.6 837.5
Policy claims and other benefits 395.5 415.9
Federal income taxes 338.5 229.9
Asset valuation reserve 566.8 470.5
Investment reserves 109.9 130.8
Separate account reserves and liabilities 11,309.6 8,529.5
Amounts due on investments purchased and other liabilities 1,371.1 1,401.9
--------- ---------
47,817.1 44,311.1
Policyholders' contingency reserves 2,600.9 2,569.1
--------- ---------
$50,418.0 $46,880.2
========= =========
</TABLE>
See notes to supplemental financial statements.
34
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF INCOME
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ----- ----
(In Millions)
<S> <C> <C> <C>
Income:
Premium income $5,727.7 $6,177.2 $6,408.3
Net investment and other income 2,898.4 2,803.1 2,885.7
-------- -------- --------
8,626.1 8,980.3 9,294.0
-------- -------- --------
Benefits and expenses:
Policy benefits and payments 5,152.2 5,449.6 5,652.9
Addition to policyholders' reserves and funds 1,205.4 1,263.2 1,291.1
Commissions and operating expenses 833.7 959.3 953.5
State taxes, licenses and fees 89.4 105.6 114.9
Merger restructuring costs 44.0 0.0 0.0
-------- -------- --------
7,324.7 7,777.7 8,012.4
-------- -------- --------
Net gain before federal income taxes and dividends 1,301.4 1,202.6 1,281.6
Federal income taxes 206.2 139.7 211.8
-------- -------- --------
Net gain from operations before dividends 1,095.2 1,062.9 1,069.8
Dividends to policyholders 819.0 824.7 817.5
-------- -------- --------
Net gain from operations 276.2 238.2 252.3
Net realized capital loss (85.8) (164.3) (96.0)
-------- -------- --------
Net income $ 190.4 $ 73.9 $ 156.3
======== ======== ========
</TABLE>
See notes to supplemental financial statements.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF CHANGES IN
POLICYHOLDERS' CONTINGENCY RESERVES
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Policyholders' contingency reserves, beginning of year $2,569.1 $2,470.2 $2,131.2
-------- -------- --------
Increases (decreases) due to:
Net income 190.4 73.9 156.3
Net unrealized capital gain 88.7 29.5 67.9
Merger restructuring costs, net of tax (45.4) 0.0 0.0
Surplus notes 0.0 100.0 250.0
Change in asset valuation and investment reserves (75.6) (38.2) (133.3)
Change in accounting for mortgage-backed securities 0.0 44.5 0.0
Change in valuation bases of policyholders' reserves (108.2) (51.1) 0.0
Change in non-admitted assets and other (18.1) (59.7) (1.9)
-------- -------- --------
</TABLE>
35
<PAGE>
<TABLE>
<S> <C> <C> <C>
Policyholders' contingency reserves, end of year $2,600.9 $2,569.1 $2,470.2
======== ======== ========
</TABLE>
See notes to supplemental financial statements
36
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Operating activities:
Net income $ 190.4 $ 73.9 $ 156.3
Addition to policyholders' reserves and funds,
net of transfers to separate accounts 575.8 546.9 389.6
Net realized capital loss 85.8 164.3 96.0
Other changes (25.2) 124.2 131.1
--------- -------- --------
Net cash provided by operating activities 826.8 909.3 773.0
--------- -------- --------
Investing activities:
Loans and purchases of investments 10,364.2 8,351.6 8,715.1
Sales or maturities of investments and receipts
from repayment of loans 9,671.1 7,468.7 7,607.3
--------- -------- --------
Net cash used in investing activities 693.1 882.9 1,107.8
--------- -------- --------
Financing activities:
Issuance of surplus notes 0.0 100.0 250.0
Repayment of notes payable and other borrowings (46.4) (125.0) (100.0)
Proceeds from issuance of notes payable and other borrowings 0.0 0.0 120.3
--------- -------- --------
Net cash provided by (used in) financing activities (46.4) (25.0) 270.3
--------- -------- --------
Increase (decrease) in cash and
short-term investments 87.3 1.4 (64.5)
Cash and short-term investments, beginning of year 2,255.5 2,254.1 2,318.6
--------- -------- --------
Cash and short-term investments, end of year $ 2,342.8 $2,255.5 $2,254.1
========= ======== ========
</TABLE>
See notes to supplemental financial statements.
37
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS
Massachusetts Mutual Life Insurance Company ("the Company") is a mutual life
insurance company and as such has no shareholders. The Company's primary
business is individual life insurance, annuity and disability products
distributed through career agents. The Company also provides a wide range of
group life, health and pension products and services, as well investment
services to individuals, corporations and institutions in all 50 states and the
District of Columbia.
On March 1, 1996, the operations of the former Connecticut Mutual Life Insurance
Company ("Connecticut Mutual") were merged into the Company. For the purposes of
this presentation, these supplemental financial statements give retroactive
effect as if the merger had occurred on January 1, 1993 in conformity with the
practices of the National Association of Insurance Commissioners and the
accounting practices prescribed or permitted by the Division of Insurance of the
Commonwealth of Massachusetts and the Department of Insurance of the State of
Connecticut. This merger was accounted for under the pooling of interests method
of accounting. The financial information is not necessarily indicative of the
results that would have been recorded had the merger actually occurred on
January 1, 1993, nor is it indicative of future results. After the merger,
future sales of new products will be predominantly those developed by
Massachusetts Mutual. Additionally, as part of the merger plan, employee
positions have been or will be eliminated over a three-year period,
predominantly through voluntary terminations. In 1995, charges for employee
separation and transaction expenses directly attributable to the merger were $44
million for Massachusetts Mutual (the Company prior to the merger) and $45
million, net of tax, for Connecticut Mutual. The expenses incurred by
Massachusetts Mutual were recorded in the statement of income and the expenses
incurred by Connecticut Mutual were recorded as a component of changes in
policyholders' contingency reserves, as permitted by each company's regulatory
authority. The Company estimates an additional $58 million of merger-related
expenses will be incurred after the merger date.
It is believed the Company will achieve operating cost savings through
consolidation of certain operations and the elimination of redundant costs. In
particular, the Company expects expense savings in 1996 and 1997 will more than
offset the merger costs, and the level of annual savings will continue to grow
in 1998 and beyond at the rate of inflation. The extent to which cost savings
will be achieved will be influenced by many factors, including economic
conditions, inflation and unanticipated changes in business activities.
Accordingly, there can be no assurance the benefits anticipated to arise out of
the merger will, in fact, be achieved.
These financial statements do not extend through to the date of the merger;
however, they will become the historical financial statements of the Company
after financial statements covering the date of the merger have been issued, but
do not include the adjustments that have been permitted by insurance regulatory
authorities to be made as of the date of the merger. Policyholder reserves
attributable to the disability income line of business will be strengthened by
approximately $67 million, real estate valuation reserves will increase by $50
million and the prepaid pension asset will increase by $39 million.
1. SUMMARY OF ACCOUNTING PRACTICES
The accompanying supplemental financial statements, except as to form, have been
prepared in conformity with the practices of the National Association of
Insurance Commissioners and the accounting practices prescribed or permitted by
the Division of Insurance of the Commonwealth of Massachusetts and the
Department of Insurance of the State of Connecticut, which are currently
considered generally accepted accounting principles for mutual life insurance
companies and their life insurance subsidiaries.
The Financial Accounting Standards Board, which has no role in establishing
regulatory accounting practices, issued Interpretation 40, Applicability of
Generally Accepted Accounting Principles to Mutual Life Insurance and Other
Enterprises, and Statement of Financial Accounting Standards No. 120, Accounting
and Reporting by Mutual Life Insurance Enterprises and by Insurance Enterprises
for Certain Long-Duration Participating Contracts. The American Institute of
Certified Public Accountants, which also has no role in establishing regulatory
accounting practices, issued Statement of Position 95-1, Accounting for Certain
Insurance Activities of Mutual Life Insurance Enterprises. These pronouncements
will require mutual life insurance companies to modify their financial
statements in order to continue to be in accordance with generally accepted
accounting principles, effective for financial statements issued for 1996 and
prior periods presented. The manner in which policy reserves, new business
acquisition costs, asset valuations and related tax effects are recorded will
change. Management has not determined the impact of such changes on the
Company's Statement of Income, but believes implementation of these
pronouncements will cause policyholders' contingency reserves to increase.
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, as
well as disclosures of contingent assets and liabilities, at the date of the
financial statements. Management must also make estimates and assumptions that
affect the amounts of revenues and expenses during the reporting period.
Future events, including changes in the levels of mortality, morbidity, interest
rates and asset valuations, could cause actual results to differ from the
estimates used in the financial statements.
The following is a description of the Company's current principal accounting
policies and practices.
38
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (Continued)
A. INVESTMENTS
Bonds and stocks are valued in accordance with rules established by the National
Association of Insurance Commissioners. Generally, bonds are valued at amortized
cost, preferred stocks in good standing at cost, and common stocks, except for
unconsolidated subsidiaries, at fair value based upon quoted market value.
As promulgated by the National Association of Insurance Commissioners,
Massachusetts Mutual adopted the retrospective method of accounting for
amortization of premium and discount on mortgage backed securities as of
December 31, 1994. Prepayment assumptions for mortgage backed securities were
obtained from a prepayment model, which factors in mortgage type, seasoning,
coupon, current interest rate and the economic environment. The effect of this
change, $44.5 million, was recorded as of December 31, 1994 as an increase to
policyholders' contingency reserves on the Statement of Financial Position and
had no material effect on 1995 net income. Through December 31, 1994, MassMutual
amortized premium and discount on bonds into investment income over the stated
lives of the securities. Connecticut Mutual used the retrospective method of
amortization.
Mortgage loans are valued at principal less unamortized discount. Real estate is
valued at cost less accumulated depreciation, impairments and mortgage
encumbrances. Encumbrances totaled $2.9 million in 1995 and $16.1 million in
1994. Depreciation on investment real estate is calculated using the straight-
line and constant yield methods.
Policy loans are carried at the outstanding loan balance less amounts unsecured
by the cash surrender value of the policy. Short-term investments are stated at
amortized cost, which approximates fair value.
Investments in unconsolidated subsidiaries, joint ventures and other forms of
partnerships are included in other investments on the Statement of Financial
Position and are accounted for using the equity method.
On July 15, 1994, DHC Inc., a wholly-owned subsidiary of Connecticut Mutual,
sold its 100 percent ownership in GroupAmerica Insurance Company to Veritus,
Inc. for $52.1 million in cash.
In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve and an Interest Maintenance Reserve. The Asset Valuation
Reserve and other investment reserves, as prescribed or permitted by the
regulatory authorities, stabilize the policyholders' contingency reserves
against fluctuations in the value of stocks, as well as declines in the value of
bonds, mortgage loans and real estate investments.
The Interest Maintenance Reserve captures after-tax realized capital gains and
losses which result from changes in the overall level of interest rates for all
types of fixed income investments, as well as other financial instruments,
including financial futures, U.S. Treasury purchase commitments, options,
interest rate swaps, interest rate caps and interest rate floors. These interest
rate related gains and losses are amortized into income using the grouped method
over the remaining life of the investment sold or over the remaining life of the
underlying asset. Net realized after tax capital gains of $110.5 million in
1995, net realized after tax capital losses of $152.6 million in 1994 and net
realized after-tax capital gains of $127.2 million in 1993 were charged to the
Interest Maintenance Reserve. Amortization of the Interest Maintenance Reserve
into net investment income amounted to $5.0 million in 1995, $45.8 million in
1994 and $71.6 million in 1993. In 1994, the Company's Interest Maintenance
Reserve resulted in a net loss deferral. In accordance with the practices of the
National Association of Insurance Commissioners, the 1994 balance was recorded
as a reduction of policyholders' contingency reserves.
Realized capital gains and losses, less taxes, not includable in the Interest
Maintenance Reserve, are recognized in net income. Realized capital gains and
losses are determined using the specific identification method. Unrealized
capital gains and losses are included in policyholders' contingency reserves.
B. SEPARATE ACCOUNTS
Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of pension, variable annuity and
variable life insurance contract holders. Assets consist principally of publicly
traded marketable securities reported at fair value. Premiums, benefits and
expenses of the separate accounts are reported in the Statement of Income. The
Company receives administrative and investment advisory fees from these
accounts.
C. NON-ADMITTED ASSETS
Assets designated as "non-admitted" (principally prepaid pension costs, certain
fixed assets, receivables and Interest Maintenance Reserve, when in a net loss
deferral position) are excluded from the Statement of Financial Position by an
adjustment to policyholders' contingency reserves.
39
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (Continued)
D. POLICYHOLDERS' RESERVES AND FUNDS
Policyholders' reserves for life contracts are developed using accepted
actuarial methods computed principally on the net level premium and the
Commissioners' Reserve Valuation Method bases using the American Experience and
the 1941, 1958 and 1980 Commissioners' Standard Ordinary mortality tables with
assumed interest rates ranging from 2.5 to 6.0 percent.
Reserves for individual annuities, guaranteed investment contracts and deposit
administration and immediate participation guarantee funds are based on accepted
actuarial methods computed principally using the 1951, 1971, 1983 group and
individual annuity tables with assumed interest rates ranging from 2.25 to 11.25
percent. Reserves for policies and contracts considered investment contracts
have a carrying value of $10,290.5 million (fair value of $10,508.9 million as
determined by discounted cash flow projections). Accident and health policy
reserves are generally calculated using the two-year preliminary term, net level
premium and fixed net premium methods and various morbidity tables.
During 1995 and 1994, the Company changed its valuation basis for certain
disability income contracts. The effects of these changes, $108.2 million in
1995 and $51.1 million in 1994, were recorded as decreases to policyholders'
contingency reserves.
E. PREMIUM AND RELATED EXPENSE RECOGNITION
The Company recognizes life insurance premium revenue annually on the
anniversary date of the policy. Annuity premium is recognized when received.
Accident and health premiums are recognized as revenue when due. Premiums are
recognized when due for the policies issued by Connecticut Mutual. Commissions
and other costs related to issuance of new policies, maintenance and settlement
costs are charged to current operations.
F. POLICYHOLDERS' DIVIDENDS
The Board of Directors annually approves dividends to be paid in the following
year. These dividends are allocated to reflect the relative contribution of each
group of policies to policyholders' contingency reserves and consider investment
and mortality experience, expenses and federal income tax charges.
G. CASH AND SHORT-TERM INVESTMENTS
For purposes of the statement of cash flows, the Company considers all highly
liquid short-term investments purchased with a maturity of twelve months or less
to be cash equivalents.
2. POLICYHOLDERS' CONTINGENCY RESERVES
Policyholders' contingency reserves represent surplus of the Company as reported
to regulatory authorities and are intended to protect policyholders against
possible adverse experience.
A. SURPLUS NOTES
The Company issued surplus notes of $100.0 million at 7 1/2 percent and $250.0
million at 7 5/8 percent in 1994 and 1993, respectively. These notes are
unsecured and subordinate to all present and future indebtedness of the Company,
policy claims and prior claims against the Company as provided by the
Massachusetts General Laws. Issuance was approved by the Commissioner of
Insurance of the Commonwealth of Massachusetts ("the Commissioner").
All payments of interest and principal are subject to the prior approval of the
Commissioner. Sinking fund payments are due as follows: $62.5 million in 2021,
$87.5 million in 2022, $150.0 million in 2023 and $50.0 million in 2024.
Interest on the notes issued in 1994 is scheduled to be paid on March 1 and
September 1 of each year, beginning on September 1, 1994, to holders of record
on the preceding February 15 or August 15, respectively. Interest on the notes
issued in 1993 is scheduled to be paid on May 15 and November 15 of each year,
beginning on May 15, 1994, to holders of record on the preceding May 1 or
November 1, respectively. In accordance with regulations of the National
Association of Insurance Commissioners, interest expense is not recorded until
approval for payment is received from the Commissioner. Interest of $26.6
million and $22.8 million was approved and paid in 1995 and 1994, respectively.
40
<PAGE>
The proceeds of the notes, less a $35 million reserve in 1995 and 1994 and a $25
million reserve in 1993 for contingencies associated with the issuance of the
notes, are recorded as a component of the Company's policyholders' contingency
reserves as approved by the Commissioner. These reserves, as permitted by the
Massachusetts Division of Insurance, are included in investment reserves on the
Statement of Financial Position.
41
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (Continued)
B. OTHER POLICYHOLDERS' CONTINGENCY RESERVES
As required by regulatory authorities, contingency reserves established to
protect group life and annuity policyholders are $37.8 million in 1995 and $36.3
million in 1994.
3. EMPLOYEE BENEFIT PLANS
The Company's employee benefit plans include plans in place for the employees of
Massachusetts Mutual and Connecticut Mutual prior to the merge. These plans,
which were managed separately, reflect different assumptions for 1995 and 1994.
The separate plans will continue into 1996 using similar assumptions where
appropriate. Employees previously covered by the Connecticut Mutual plans will
continue coverage under these plans. All other employees, including employees
hired after the merger date, will be covered by the Massachusetts Mutual benefit
plans.
A. PENSION
The Company has two non-contributory defined benefit plans covering
substantially all of its employees. One plan includes employees employed by
MassMutual prior to December 31, 1995 and the other includes employees
previously employed by Connecticut Mutual. Benefits are based on the employees'
years of service, compensation during the last five years of employment and
estimated social security retirement benefits. The Company accounts for these
plans following Financial Accounting Standards Board Statement No. 87,
Employers' Accounting for Pensions. Accordingly, as permitted by the
Massachusetts Division of Insurance, the Company has recognized a pension asset
of $37.7 million and $37.6 million in 1995 and 1994, respectively. The net
pension asset of $34 million associated with the Connecticut Mutual plan has
been non-admitted in the financial statements in accordance with Connecticut
insurance regulations. Company policy is to fund pension costs in accordance
with the requirements of the Employee Retirement Income Security Act of 1974
and, based on such requirements, no funding was required for the years ended
December 31, 1995 and 1994. The assets of the Plan are invested in the
Company's general account and separate accounts.
The benefit status of the defined benefit plans as of December 31 is as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
(In Millions)
<S> <C> <C>
Accumulated benefit obligation $537.5 $451.9
Vested benefit obligation 525.7 437.4
Projected benefit obligation 622.5 529.5
Plan assets at fair value 941.3 814.7
</TABLE>
The following rates were used in determining the actuarial present value of both
the accumulated and projected benefit obligation.
<TABLE>
<CAPTION>
MassMutual Connecticut Mutual
Plan Plan
---- ----
<S> <C> <C>
Discount rate - 1995 7.5% 7.75%
Discount rate - 1994 8.0 8.5
Increase in future compensation levels 5.0 5.0
Long-term rate of return on assets 10.0 9.0
</TABLE>
The Company also has defined contribution plans for employees and agents. The
expense credited to operations for all pension plans is $10.9 million in 1995,
as compared to charged to operation of $5.0 million in 1994 and $4.0 million in
1993.
B. LIFE AND HEALTH
Certain life and health insurance benefits are provided to retired employees and
agents through group insurance contracts. Substantially all of the Company's
employees may become eligible for these benefits if they reach retirement age
while working for the Company. In 1993, the Company adopted the National
Association of Insurance Commissioners' accounting standard for postretirement
benefit costs, requiring these benefits to be accounted for using the accrual
method for employees and agents eligible to retire and current retirees.
42
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (Continued)
The following rates were used in determining the accumulated postretirement
benefit liability.
<TABLE>
<CAPTION>
MassMutual Connecticut Mutual
Plan Plan
---- ----
<S> <C> <C>
Discount rate - 1995 7.5% 8.5%
Discount rate - 1994 8.0 7.5
Assumed increases in medical cost rates
in the first year
(for all) 7.5
(for those born prior to 1965) 12.0
(for those born after 1965) 9.5
declining to
(for all) 5.0
(for those born prior to 1965) 6.0
(for those born after 1965) 5.5
within 6 years 7 years
</TABLE>
The initial transition obligation of $137.9 million is being amortized over
twenty years through 2012. At December 31, 1995 and 1994, the net unfunded
accumulated benefit obligation was $109.2 million and $108.1 million,
respectively, for employees and agents eligible to retire or currently retired
and $42.7 million and $36.9 million, respectively, for participants not eligible
to retire. A Retired Lives Reserve Trust was funded to pay life insurance
premiums for certain retired employees. Trust assets available for benefits
were $22.5 million in 1995.
The expense for 1995, 1994 and 1993 was $22.9 million, $19.8 million and $23.4
million, respectively. A one percent increase in the annual assumed increase in
medical cost rates would increase the 1995 accumulated postretirement benefit
liability and benefit expense by $8.5 million and $1.4 million, respectively.
4. RELATED PARTY TRANSACTIONS
At the end of 1994, the Company executed two reinsurance agreements with its
subsidiary, MML Pension Insurance Company ("MML Pension"). In the first of
these contracts, the Company assumed all of the single premium immediate annuity
business written by MML Pension through either an assumption provision or a
coinsurance provision. The second contract ceded the Company's group life,
accident and health business to MML Pension. Additionally, a reinsurance
agreement previously in place, ceding all of the Company's single premium
immediate annuity business, was terminated. These contracts were concurrently
executed at the end of business on December 31, 1994 and were accounted for as a
bulk reinsurance transaction. Accordingly, assets were transferred at fair
value and liabilities were transferred at statutory carrying value. These
transfers did not impact the 1994 Statement of Income of either company. The
net effect of these transactions decreased the Company's assets and liabilities
by $174.6 million in 1994. During 1995, the gain from operations of this
business was reflected as a $41 million dividend received from the subsidiary
which was recorded as net investment income on the Statement of Income.
5. FEDERAL INCOME TAXES
Provision for federal income taxes is based upon the Company's best estimate of
its tax liability. No deferred tax effect is recognized for temporary
differences that may exist between financial reporting and taxable income.
Accordingly, the reporting of equity tax, using the most current information,
and other miscellaneous temporary differences, such as reserves, acquisition
costs, and restructuring costs, resulted in an effective tax rate which is other
than the statutory tax rate.
The Internal Revenue Service has completed examining the Company's income tax
returns through the year 1989 for Massachusetts Mutual and 1991 for Connecticut
Mutual, and is currently examining Massachusetts Mutual for the years 1990
through 1992. The Company believes any adjustments resulting from such
examinations will not materially affect its financial statements.
43
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (Continued)
Components of the formula authorized by the Internal Revenue Service for
determining deductible policyholder dividends have not been finalized for 1995
and 1994. The Company records the estimated effects of anticipated revisions in
the Statement of Income.
Massachusetts Mutual and Connecticut Mutual plan to file their 1995 federal
income tax returns on a consolidated basis with their life and non-life
affiliates. The Companies' and their life and non-life affiliates are subject
to a written tax allocation agreement which allocates tax liability in a manner
permitted under Treasury regulations. Generally, the agreement provides that
loss members shall be compensated for the use of their losses and credits by
other members.
Federal tax payments were $175.2 million in 1995 and $291.1 million in 1993. In
1994, the Company had federal tax refunds of $23.4 million. At December 31,
1995 and 1994, the Company established a liability for federal income taxes of
$338.5 million and $229.9 million, respectively.
6. INVESTMENTS
The Company maintains a diversified investment portfolio. Investment policies
limit concentration in any asset class, geographic region, industry group,
economic characteristic, investment quality or individual investment.
A. BONDS
The carrying value and estimated fair value of bonds are as follows:
<TABLE>
<CAPTION>
December 31, 1995
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
----- ----- ------ -----
(In Millions)
<S> <C> <C> <C> <C>
U.S. Treasury Securities and Obligations of U.S.
Government Corporations and Agencies $ 9,391.5 $ 837.0 $ 43.3 $10,185.2
Debt Securities issued by Foreign Governments 261.9 27.9 0.1 289.7
Mortgage-backed securities 3,265.4 176.3 9.4 3,432.3
State and local governments 106.0 15.2 0.1 121.1
Industrial securities 9,030.7 762.8 57.8 9,735.7
Utilities 1,417.6 152.4 2.9 1,567.1
Affiliates 152.1 4.4 1.2 155.3
--------- -------- -------- ---------
TOTAL $23,625.2 $1,976.0 $114.8 $25,486.4
December 31, 1994
------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
----- ----- ------ -----
(In Millions)
U.S. Treasury Securities and Obligations of U.S.
Government Corporations and Agencies $ 7,362.0 $154.4 $ 388.3 $ 7,128.1
Debt Securities issued by Foreign Governments 124.5 2.5 7.7 119.3
Mortgage-backed securities 3,410.5 55.6 176.7 3,289.4
State and local governments 138.2 5.2 6.4 137.0
Industrial securities 10,991.4 230.2 436.3 10,785.3
Utilities 1,147.2 71.3 30.6 1,187.9
Affiliates 124.4 9.7 8.6 125.5
--------- -------- -------- ---------
TOTAL $23,298.2 $528.9 $1,054.6 $22,772.5
</TABLE>
The carrying value and estimated fair value of bonds at December 31, 1995 by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.
44
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
----- -----
(In Millions)
<S> <C> <C>
Due in one year or less $ 2,578.8 $ 2,747.9
Due after one year through five years 3,625.8 3,824.3
Due after five years through ten years 5,356.3 5,857.2
Due after ten years 3,858.0 4,410.9
--------- ---------
15,418.9 16,840.3
Mortgage-backed securities, including
securities guaranteed
by the U.S. Government 8,206.3 8,646.1
--------- ---------
TOTAL $23,625.2 $25,486.4
</TABLE>
Proceeds from sales of investments in bonds were $8,068.8 million during 1995,
$5,624.1 million during 1994 and $5,543.5 million during 1993. Gross capital
gains of $255.5 million in 1995, $100.3 million in 1994 and $318.4 million in
1993 and gross capital losses of $67.1 million in 1995, $195.8 million in 1994
and $98.4 million in 1993 were realized on those sales, a portion of which were
included in the Interest Maintenance Reserve. The estimated fair value of non-
publicly traded bonds is determined by the Company using a pricing matrix.
B. STOCKS
Preferred stocks in good standing had fair values of $88.0 million in 1995 and
$137.9 million in 1994, using a pricing matrix for non-publicly traded stocks
and quoted market prices for publicly traded stocks. Common stocks, except for
unconsolidated subsidiaries, had a cost of $547.7 million in 1995 and $273.7
million in 1994.
C. MORTGAGES
The fair value of mortgage loans, as determined from a pricing matrix for
performing loans and the estimated underlying real estate value for non-
performing loans, approximated carrying value less valuation reserves held.
The Company acts as mortgage servicing agent and guarantor for $50.1 million of
mortgage loans sold in 1985. As guarantor, the Company is obligated to advance
unpaid principal and interest on any delinquent loans and to repurchase mortgage
loans under certain circumstances including mortgagor default.
D. OTHER
The carrying value of investments which were non-income producing for the
preceding twelve months was $76.9 million and $130.9 million at December 31,
1995 and 1994, respectively. The Company had restructured loans with book
values of $415.0 million, and $543.7 million at December 31, 1995 and 1994,
respectively. The loans typically have been modified to defer a portion of the
contracted interest payments to future periods. Interest deferred to future
periods totaled $3.4 million in 1995, $5.9 million in 1994 and $10.2 million in
1993. The Company made voluntary contributions to the Asset Valuation Reserve
of $52.7 million in 1994 and $51.5 million in 1993 for these restructured loans.
No additional voluntary contribution was made in 1995.
It is not practicable to determine the fair value of policy loans as they do not
have a stated maturity.
7. PORTFOLIO RISK MANAGEMENT
The Company manages its investment risks to reduce interest rate and duration
imbalances determined in asset/liability analyses. The fair values of these
instruments, which are not recorded in the financial statements, are based upon
market prices or prices obtained from brokers. The Company does not hold or
issue financial instruments for trading purposes.
The notional amounts described do not represent amounts exchanged by the parties
and, thus, are not a measure of the exposure of the Company. The amounts
exchanged are calculated on the basis of the notional amounts and the other
terms of the instruments, which relate to interest rates, exchange rates,
security prices or financial or other indexes.
45
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (Continued)
The Company is exposed to credit-related losses in the event of nonperformance
by counterparties to financial instruments. This exposure is limited to
contracts with a positive fair value. The amounts at risk in a net gain
position were $84.9 million and $88.4 million at December 31, 1995 and 1994,
respectively. The Company monitors exposure to ensure counterparties are credit
worthy and concentration of exposure is minimized.
The Company enters into financial futures contracts for the purpose of managing
interest rate exposure. The Company's futures contracts are exchange traded
with minimal credit risk. Margin requirements are met with the deposit of
securities. Futures contracts are generally settled with offsetting
transactions. Gains and losses on financial futures contracts are recorded when
the contract is closed and amortized through the Interest Maintenance Reserve
over the remaining life of the underlying asset. As of December 31, 1995, the
Company did not have any open financial futures contracts.
The Company utilizes interest rate swap agreements, options, and purchased caps
and floors to reduce interest rate exposures arising from mismatches between
assets and liabilities and to modify portfolio profiles to manage other risks
identified. Under interest rate swaps, the Company agrees to exchange, at
specified intervals, the difference between fixed and floating interest rates
calculated by reference to an agreed-upon notional principal amount. Net
amounts receivable and payable are accrued as adjustments to interest income and
included in investment and insurance amounts receivable on the Statement of
Financial Position. Gains and losses realized on the termination of contracts
amortized through the Interest Maintenance Reserve over the remaining life of
the associated contract. At December 31, 1995 and 1994, the Company had swaps
with notional amounts of $1,841.8 million and $2,819.2 million, respectively.
The fair values of these instruments were $10.1 million at December 31, 1995 and
$49.6 million at December 31, 1994.
Options grant the purchaser the right to buy or sell a security at a stated
price within a stated period. The Company's option contracts have terms of up
to two years. The amounts paid for options purchased are included in other
investments on the Statement of Financial Position. Gains and losses on these
contracts are recorded at the expiration or termination date and are amortized
through the Interest Maintenance Reserve over the remaining life of the
underlying asset. At December 31, 1995 and 1994, the Company had option
contracts with notional amounts of $1,876.2 million and $2,262.1 million,
respectively. The Company's credit risk exposure was limited to the unamortized
costs of $18.4 million and $24.4 million, which had fair values of $48.1 million
and $10.4 million at December 31, 1995 and 1994, respectively.
Interest rate cap agreements grant the purchaser the right to receive the excess
of a referenced interest rate over a given rate. Interest rate floor agreements
grant the purchaser the right to receive the excess of a given rate over a
referenced interest rate. Amounts paid for interest rate caps and floors are
amortized into interest income over the life of the asset on a straight-line
basis. Unamortized costs are included in other investments on the Statement of
Financial Position. Amounts receivable and payable are accrued as adjustments
to interest income and included in the Statement of Financial Position as
investment and insurance amounts receivable. Gains and losses on these
contracts, including any unamortized cost, are recognized upon termination and
are amortized through the Interest Maintenance Reserve over the remaining life
of the associated cap or floor agreement. At December 31, 1995 and 1994, the
company had agreements with notional amounts of $3,366.3 million and $2,617.0
million, respectively. The Company's credit risk exposure on these agreements
is limited to the unamortized costs of $14.0 million and $12.1 million at
December 31, 1995 and 1994, respectively. The fair values of these instruments
were $30.8 million and $6.0 million at December 31, 1995 and 1994, respectively.
The Company utilizes asset swap agreements to reduce exposures, such as currency
risk and prepayment risk, built into certain assets acquired. Cross-currency
interest rate swaps allow investment in foreign currencies, increasing access to
additional investment opportunities, while limiting foreign exchange risk.
Notional amounts relating to asset and currency swaps totaled $323.7 million and
$220.0 million at December 31, 1995 and 1994, respectively. The fair values
of these instruments were an unrecognized gain of $4.6 million at December 31,
1995 and $2.8 million at December 31, 1994.
The Company enters into forward U.S. Treasury commitments for the purpose of
managing interest rate exposure. The Company generally does not take delivery
on forward commitments. These commitments are instead settled with offsetting
transactions. Gains and losses on forward commitments are recorded when the
commitment is closed and amortized through the Interest Maintenance Reserve over
the remaining life of the asset. At December 31, 1995 and 1994, the Company had
U. S. Treasury purchase commitments which will settle during the following year
with contractual amounts of $292.4 million and $1,000.0 million and fair values
of $298.8 million and $989.2 million, respectively.
46
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (Continued)
8. LIQUIDITY
The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1995 are illustrated below:
<TABLE>
<CAPTION>
(In Millions)
<S> <C> <C>
Total policyholders' reserves and funds and separate account liabilities $ 44,474.9
Not subject to discretionary withdrawal (6,640.2)
Policy loans (4,518.4)
----------
Subject to discretionary withdrawal $ 33,316.3
----------
Total invested assets, including separate investment accounts $ 49,184.1
Policy loans and other invested assets (12,383.0)
----------
Readily marketable investments $ 36,801.1
----------
</TABLE>
9. BUSINESS RISKS AND CONTINGENCIES
The Company is subject to insurance guaranty fund laws in the states in which it
does business. These laws assess insurance companies amounts to be used to pay
benefits to policyholders and claimants of insolvent insurance companies. Many
states allow these assessments to be credited against future premium taxes. The
Company believes such assessments in excess of amounts accrued will not
materially affect its financial position, results of operations or liquidity.
In 1995, the Company elected not to admit $17.6 million of guaranty fund premium
tax offset receivables relating to prior assessments.
The Company is involved in litigation arising out of the normal course of its
business. Management intends to defend these actions vigorously. While the
outcome of litigation cannot be foreseen with certainty, it is the opinion of
management, after consultation with legal counsel, that the ultimate resolution
of these matters will not materially affect its financial position, results of
operations or liquidity.
10. SUBSEQUENT EVENTS
On January 5, 1996, the Company signed a definitive agreement for the sale of
MassMutual Holding Company Two, Inc., a wholly-owned subsidiary, and its
subsidiaries, including MML Pension Insurance Company, which comprises the
Company's group life and health business, to WellPoint Health Networks, Inc. for
$380 million. The closing of the sale is contingent upon approval by regulatory
authorities. Since the transaction is not expected to close until late in the
first quarter of 1996, management has not determined the final gain on the sale.
The following table presents certain financial information as it pertains to
MassMutual Holding Company Two, Inc. and its effects on the Company's financial
statements.
<TABLE>
<CAPTION>
1995 1994
---- ----
(In Millions)
<S> <C> <C>
Other Invested Assets $187.8 $173.9
Net Gain From Operations 41.0 0.0
Unrealized Capital Gain (Loss) 13.9 (12.5)
</TABLE>
11. SUBSIDIARIES AND AFFILIATED COMPANIES
Summary of ownership and relationship of the Company and its subsidiaries and
affiliated companies as of December 31, 1995 is illustrated below. The Company
provides management or advisory services to most of these companies.
Subsidiaries
------------
CM Assurance Company
CM Benefit Insurance Company
CM Financial Services, LLC
CM Financial Services Series Fund I, Inc.
CM Investment Accounts, Inc.
CM Life Insurance Company
CM Transnational, S.A.
DHC, Inc.
47
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (Continued)
MML Bay State Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc.
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund
Subsidiaries of MassMutual Holding Company
------------------------------------------
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation
MML Investors Services, Inc.
MML Real Estate Corporation (liquidated during 1995)
MML Realty Management Corporation
MML Reinsurance (Bermuda) Ltd.
Mass Seguros De Vida S.A. (Chile)
MassLife Seguros De Vida S.A. (Argentina)
MassMutual/Carlson CBO N.V.
MassMutual Corporate Value Limited
MassMutual International (Bermuda) Limited
Oppenheimer Acquisition Corporation
Westheimer 335 Suites, Inc.
Subsidiaries of DHC, Inc.
-------------------------
CM Advantage Inc.
CM Insurance Services, Inc.
CM International, Inc.
CM Property Management, Inc.
G.R. Phelps & Company, Inc.
State House 1 Corp.
Urban Properties, Inc.
Subsidiaries of DLB Acquisition Corporation
-------------------------------------------
Concert Capital Management, Inc.
David L. Babson and Company, Inc.
Subsidiaries of MassMutual Corporate Value Limited
--------------------------------------------------
MassMutual Corporate Value Partners Limited
Subsidiaries of MassMutual Holding Company Two, Inc.
----------------------------------------------------
MassMutual Holding Company Two MSC, Inc.
Subsidiaries of MassMutual Holding Company Two MSC, Inc.
--------------------------------------------------------
Benefit Panel Services, Inc.
MML Pension Insurance Company
MassMutual of Ireland, Limited
National Capital Health Plan, Inc.
National Capital Preferred Provider Organization
Sloans Lake Management Corporation
Affiliates
----------
MassMutual Corporate Investors
MassMutual Participation Investors
48
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. FINANCIAL STATEMENTS
The following financial statements of the Company are included in
Part B hereof:
1. Report of Independent Accountants.
2. Supplemental Statement of Financial Position as of December 31,
1995 and 1994.
3. Supplemental Statement of Income for the Years Ended December
31, 1995, 1994 and 1993.
4. Supplemental Statement of Changes in Policyholders' Contingency
Reserve for the Years Ended December 31, 1995, 1994 and
1993.
5. Supplemental Statement of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993.
6. Notes to Supplemental Financial Statements - December 31, 1995,
1994 and 1993.
7. Schedules I and VI.
No financial statements for the Separate Account have been included
herein because, as of December 31, 1995, the Sub-Accounts available
under the Contract and Certificates had no assets.
b. EXHIBITS
1. Memorandum executed on September 14, 1995 by David E. Sams, Jr.
authorizing the establishment of the Separate Account.*
2. Not Applicable.
3. (i) Form of Principal Underwriting Agreement.*
(ii) Form of Broker/Dealer Selling Agreement.**
(iii) Form of Underwriting and Servicing Agreement.**
4. (a) Form of Group Variable Deferred Annuity Contract.**
4. (b) Form of Individual Retirement Annuity Endorsement.**
5. Form of Application Form.*
6. (i) Copy of Articles of Incorporation of the Company.*
(ii) Copy of the Bylaws of the Company.*
7. Not Applicable.
8. (a) Form of Fund Participation Agreement.*
8. (b) Form of Master Agreement.*
9. Opinion and Consent of Counsel.*
10. Consent of Independent Accountants.**
11. Not Applicable.
12. Not Applicable.
13. Not Applicable.
14. Not Applicable.
15. Powers of Attorney.*
* Incorporated by reference to Registrant's Initial Registration
Statement on Form N-4 filed with the Securities and Exchange
Commission on August 10, 1995.
** Filed herewith
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
49
<PAGE>
The directors and executive vice presidents of MassMutual, their positions and
their other business affiliations and business experience for the past five
years are listed below.
DIRECTORS
ROGER G. ACKERMAN, Director and Member, Auditing and Human Resources
Committees
President and Chief Operating Officer, Corning Incorporated
(manufacturer of specialty materials, communication equipment and
consumer products), One Riverfront Plaza, Corning, New York; Director
(since 1993), Dow Corning Corporation (producer of silicone products),
2200 West Salzburg Road, Midland, Michigan; Director, The Pittson
Company (mining and marketing of coal for electric utility and steel
industries) One Pickwick Plaza, Greenwich, Connecticut.
JAMES R. BIRLE, Director, Chairman, Dividend Policy Committee and
Member, Investment Committee
President and Founder (since 1994), Resolute Partners, Incorporated
(private merchant bank), 2 Greenwich Plaza, Suite 100, Greenwich
Connecticut; General Partner (1988-1994), The Blackstone Group; Co-
Chairman and Chief Executive Officer, Wickes Companies, Inc.
(diversified manufacturer and distributor), 3340 Ocean Park Boulevard,
Santa Monica, California; Director: Drexel Industries, Inc.,
Connecticut Health and Education Facilities Authority, and
Transparency International; Trustee, Villanova University and The Sea
Research Foundation; Director (1991-1996), Connecticut Mutual Life
Insurance Company, 140 Garden Street, Hartford, Connecticut.
FRANK C. CARLUCCI, III, Director and Member, Board Affairs and
Dividend Policy Committee
Chairman (since 1993), Vice Chairman (1989-1993), The Carlyle Group
(merchant banking corporation), 1001 Pennsylvania Avenue, N.W.,
Washington, D.C.; Director: Ashland Inc. (producer of petroleum
products), 1000 Ashland Drive, Russell, Kentucky; BDM International,
Inc. (professional and technical services to public and private
sector), 7915 Jones Branch Drive, McLean, Virginia; Bell Atlantic
Corporation (telecommunications), 1717 Arch Street, Philadelphia,
Pennsylvania; CB Commercial Real Estate Group, Inc. (real estate
broker subsidiary of Carlyle Holding Corporation), 533 Fremont Avenue,
Los Angeles, California; East New York Savings Bank; General Dynamics
Corporation (manufacturer of military equipment), 3190 Fairview Park
Drive, Falls Church, Virginia; Kaman Corporation (diversified
manufacturer), 1332 Blue Hills Avenue, Bloomfield, Connecticut;
Neurogen Corporation; Northern Telecom Ltd. (digital
telecommunications systems), 2920 Matheson Boulevard East,
Mississauga, Ontario, Canada; The Quaker Oats Company (manufacturer of
food products), 321 North Clark Street, Chicago, Illinois; The Rand
Corporation; Sun Resorts Ltd., N.V.; Westinghouse Electric Corporation
(electronic systems, electric power generating equipment and
broadcasting), 11 Stanwix Street, Pittsburgh, Pennsylvania; Director
(1989-1996), Connecticut Mutual Life Insurance Company, 140 Garden
Street, Hartford, Connecticut.
GENE Q. CHAO, Director and Member, Auditing and Dividend Policy
Committees
Chairman and Chief Executive Officer (since 1991), Computer
Projections, Inc. 733 S.W. Vista Avenue, Portland, Oregon; Chairman
and Chief Executive Officer (1990), American Leadership Forum (non-
profit leadership and community building organization); Director
(1990-1996), Connecticut Mutual Life Insurance Company, 140 Garden
Street, Hartford, Connecticut.
PATRICIA DIAZ DENNIS, Director and Member Auditing and Human Resources
Committee
Senior Vice President and Assistant General Counsel (since 1995), SBC
Communications Inc. (telecommunications), 175 East Houston, San
Antonio, Texas; Special Counsel-Communication Law Matters (1993-1995),
Sullivan & Cromwell (law firm), 1701 Pennsylvania Avenue, N.W.,
Washington, D.C.; Assistant Secretary of State for Human Rights an
Humanitarian Affairs (1992-1993), U.S. Department of State,
Washington, D.C.; Trustee (since 1995), Federal Communications Bar
Association Foundation; Trustee (since 1993), Radio and Television
News Directors Foundation; Director (since 1993), National Public
Radio; Director (since 1991), Reading Is Fundamental; Director (since
1989), Foundation for Women's Resources; Trustee (since 1991), Tomas
Rivera Center; Director (1995-1996), Connecticut Mutual Life Insurance
Company, 140 Garden Street, Hartford, Connecticut.
ANTHONY DOWNS, Director and Member, Dividend Policy and Investment
Committees
Senior Fellow, The Brookings Institution (non-profit policy research
center), 1775 Massachusetts Avenue, N.W., Washington, D.C.; Director:
The Pittway Corporation (publications and security equipment), 200
South Wacker Drive, Suite 700, Chicago, Illinois; National Housing
Partnerships Foundation (non-profit organization to own and manage
rental housing), 1225 Eye Street, N.W., Washington, D.C.; Bedford
Properties, Inc. (real estate investment trust), 3658 Mt. Diable
Boulevard, Lafayette, California; General Growth Properties, Inc.
(real estate investment trust), 215 Keo Way, Des Moines, Iowa; NAACP
Legal and Educational Defense Fund, Inc. (civil rights organization),
99 Hudson Street, New York, New York; Consultant, Aetna Realty
Investors (real estate investments), 242 Trumbull Street, Hartford,
Connecticut; and Salomon Brothers Inc (investment banking), 7 World
Trade Center, New York, New York; Trustee: Urban Institute (public
policy research organization), 2100 M Street, N.W., Washington, D.C.
and Urban Land Institute (educational and research organization, 625
Indiana Avenue, N.W., Washington, D.C.
JAMES L. DUNLAP, Director and Member, Human Resources and Board
Affairs Committees
Senior Vice President of Texaco, Inc. (producer of petroleum
products), 2000 Westchester Avenue, White Plains, New York and
President (1987-1994), Texaco USA, 1111 Bagby, Houston, Texas.
50
<PAGE>
WILLIAM B. ELLIS, Director and Member, Auditing and Investment
Committees
Senior Fellow (since 1995) Yale University School of Forestry and
Environmental Studies, New Haven, Connecticut; Chairman (1983-1995)
and Chief Executive Officer (1983-1993), Northeast Utilities (electric
utility), 107 Selden Street, Berlin, Connecticut; Director (since
1991), The Hartford Steam Boiler Inspection and Insurance Company
(property and casualty insurer), One State Street, Hartford,
Connecticut; Director (since 1996), Advest Group, Inc. (financial
services holding company), 280 Trumbull Street, Hartford, Connecticut;
Director (since 1995), Catalytica Combustion Systems, Inc.; Director ,
The National Museum of National History of the Smithsonian
Institution, Washington, D.C.; Director (1985-1996), Connecticut
Mutual Life Insurance Company, 140 Garden Street, Hartford,
Connecticut.
ROBERT M. FUREK, Director and Member, Dividend Policy and Investment
Committees
President and Chief Executive Officer, Heublein, Inc. (beverage
distributor), 450 Columbus Boulevard, Hartford, Connecticut; Director,
The Dexter Corporation (producer of specialty chemicals and papers),
One Elm Street, Windsor Locks, Connecticut; Corporator, Hartford
Hospital and The Bushnell Memorial, Hartford, Connecticut; Trustee,
Colby College, Mayflower Hill Drive, Waterville Maine; Director (1990-
1996), Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
CHARLES K. GIFFORD, Director and Member, Investment and Auditing
Committees
Chairman and Chief Executive Officer (since 1995) and President, The
First National Bank of Boston and Bank of Boston Corporation (bank
holding company), 100 Federal Street, Boston, Massachusetts; Director,
Member of Audit Committee, Boston Edison Co. (public utility electric
company), 800 Boylston Street, Boston, Massachusetts.
WILLIAM N. GRIGGS, Director, Chairman, Auditing Committee and Member,
Investment Committee
Managing Director, Griggs & Santow Inc. (business consultants) 75 Wall
Street, New York, New York; Director, T/SF Communications, Inc.
(diversified publishing and communications company), Tulsa, Oklahoma,
Trustee (1983-1991), MassMutual Integrity Funds (open-end investment
company advised by MassMutual).
GEORGE B. HARVEY, Director, Chairman, Human Resources Committee and
Member, Board Affairs Committee
Chairman, President and Chief Executive Officer, Pitney Bowes, Inc.
(office machines manufacturer), One Elmcroft Road, Stamford,
Connecticut; Director: Merrill Lynch & Co., Inc. (financial services
holding company), 250 Vesey Avenue, World Financial Center, North
Tower, New York, New York; The McGraw Hill Companies (multimedia
publishing and information services), 1221 Avenue of the Americas, New
York, New York; Stamford Hospital, Stamford, Connecticut; Pfizer, Inc.
(pharmaceutical and health-care products), 235 East 42nd Street, New
York, New York; The Catalyst; Member, Board of Overseers, Wharton
School of Finance, University of Pennsylvania; Director (1989-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut.
BARBARA B. HAUPTFUHRER, Director, Member Board Affairs and Investment
Committees
Director and Member, Compensation, Nominating and Audit Committees,
The Vanguard Group of Investment Companies including among others the
following funds: Vanguard/Windsor Fund, Vanguard/Wellington Fund,
Vanguard/Morgan Growth Fund, Vanguard/Wellesley Income Fund,
Vanguard/Gemini Fund, Vanguard/Explorer Fund, Vanguard Municipal Bond
Fund, Vanguard Fixed Income Securities Fund, Vanguard Index Trust,
Vanguard World Fund, Vanguard/Star Fund, Vanguard Ginnie Mae Fund,
Vanguard/Primecap Fund, Vanguard Convertible Securities Fund, Vanguard
Quantitative Fund, Vanguard/Trustees Commingled Equity Fund,
Vanguard/Trustees Commingled Fund-International, Vanguard Money Market
Trust, Vanguard/Windsor II, Vanguard Asset Allocation Fund and
Vanguard Equity Income Fund (principal offices, Drummers Lane, Valley
Forge, Pennsylvania); Director, Chairman of Retirement Benefits
Committee and Pension Fund Investment Review - USA and Canada and
Member, Audit, Finance and Executive Committees, The Great Atlantic
and Pacific Tea Company, Inc. (operator of retail food stores), 2
Paragon Drive, Montvale, New Jersey; Director, Chairman of Nominating
Committee and Member, Compensation Committee, Knight-Ridder, Inc.
(publisher of daily newspapers and operator of cable television and
business information systems), One Herald Plaza, Miami, Florida;
Director and Member, Compensation Committee, Raytheon Company
(electronics manufacturer), 141 Spring Street, Lexington,
Massachusetts; Director and Member, Executive Committee and Chairman,
Human Resources and Independent Directors Committees, Alco Standard
Corp. (diversified office products and paper distributor), 825
Duportail Road, Valley Forge, Pennsylvania.
SHELDON B. LUBAR, Director, Chairman, Board Affairs Committee and
Member, Investment Committee
Chairman, Lubar & Co. Incorporated (investment management and advisory
company) 777 East Wisconsin Avenue, Milwaukee, Wisconsin; Chairman and
Director, The Christiana Companies, Inc. (real estate development);
Director: Firstar Bank, Firstar Corporation (bank holding company),
SLX Energy, Inc. (oil and gas exploration); Member, Advisory
Committee, Venture Capital Fund, L.P. (principal offices, 777 East
Wisconsin Avenue, Milwaukee, Wisconsin); Director: Grey Wolf Drilling
Co. (contract oil and gas drilling), 2000 Post Oak Boulevard, Houston,
Texas; Marshall Erdman and Associates, Inc. (design, engineering, and
construction firm), 5117 University Avenue,
51
<PAGE>
Madison, Wisconsin; MGIC Investment Corporation (investment company),
MGIC Plaza, 111 E. Kilbourn Avenue, Milwaukee, Wisconsin; Director
(since 1995), Energy Ventures, Inc., 5 Post Oak Park, Houston, Texas;
Director (since 1993), Ameritech, Inc. (regional holding company for
telephone companies), 30 South Wacker Drive, Chicago, Illinois;
Director (1989-1995), Prideco, Inc. (drill collar manufacturer), 6039
Thomas Road, Houston, Texas; Director (1989-1994), Schwitzer, Inc.
(holding company for engine parts manufacturers), P.O. Box 15075,
Asheville, North Carolina; and Briggs & Stratton (small engine
manufacturer) 3300 North 124th Street, Milwaukee, Wisconsin; Director
(1986-1991), Square D Company (manufacturer of electrical equipment
and electronics products), Executive Plaza, Palatine, Illinois and
Milwaukee Insurance Group, Inc., 809 W. Michigan Street, Milwaukee,
Wisconsin; Director (1987-1991), Lubar Management, Inc. (investment
company) 777 East Wisconsin Avenue, Milwaukee, Wisconsin.
WILLIAM B. MARX, JR., Director and Member, Dividend Policy and Board
Affairs Committees
Senior Executive Vice President (since 1995), Lucent Technologies,
Inc. (public telecommunications systems and software), 600 Mountain
Road, Murray Hill, New Jersey; Executive Vice President and Chief
Executive Officer, Multimedia Products Group (1994-1995) and Network
Systems Group (1993-1994), AT&T (global communications and network
computing company), 295 North Maple Avenue, Basking Ridge, New Jersey;
Group Executive and President (1989-1993), AT&T Network Systems
(manufacturer and marketer of network telecommunications equipment),
475 South Street, Morristown, New Jersey; Member (since 1996),
Advisory Council, Graduate School of Business, Stanford University,
Stanford, California.
JOHN F. MAYPOLE, Director and Member, Board Affairs and Human
Resources Committee
Managing Partner, Peach State Real Estate Holding Company (real estate
investment company), P.O. Box 1223, Toccoa, Georgia; Consultant to
institutional investors; Co-owner of family businesses (including
Maypole Chevrolet-Geo, Inc. and South Georgia Car Rentals, Inc.);
Director, Chairman, Finance Committee and Member, Executive Committee
and Human Resources Committee on Directors, Bell Atlantic Corporation
(telecommunications), 1717 Arch Street, Philadelphia, Pennsylvania;
Director and Chairman, Compensation Committee, Briggs Industries, Inc.
(plumbing fixtures), 4350 W. Cypress Street, Tampa, Florida; Director,
Chairman, Audit Committee and Member, Compensation Committee, Blodgett
Corporation; Director, Chairman, Products Committee and Member,
Compensation and Audit Committee, Igloo Corporation (portable
coolers), 1001 W. Sam Houston Parkway North, Houston, Texas; Director
and Member, Senior Management Committee, Dan River, Inc. (textile
manufacturer), 2291 Memorial Drive, Danville, Virginia; Director,
Davies, Turner & Company; Director (1989-1996), Connecticut Mutual
Life Insurance Company, 140 Garden Street, Hartford, Connecticut.
DONALD F. MCCULLOUGH, Director and Member, Dividend Policy and
Auditing Committees
Retired (since 1988); former Chairman and Chief Executive Officer,
Collins & Aikman Corp. (manufacturer of textile products) 210 Madison
Avenue, New York, New York; Director: Bankers Trust New York Corp.
(bank holding company) and Bankers Trust Company (principal offices,
280 Park Avenue, New York, New York); Melville Corporation (specialty
retailer), One Theall Road, Rye, New York.
JOHN J. PAJAK, Vice Chairman, Director and Member, Dividend Policy and
Investment Committees
Vice Chairman, Director and Chief Administrative Officer (since 1996),
Executive Vice President (1987-1996) of MassMutual; Director (since
1994): MassMutual Holding Company and MassMutual Holding Company Two,
Inc. (wholly-owned holding company subsidiaries of MassMutual);
MassMutual Holding Company Two MSC, Inc. (wholly-owned holding company
subsidiary of MassMutual Holding Company Two, Inc.); and Mirus
Insurance Company (formerly MML Pension Insurance Company, a wholly-
owned insurance subsidiary of MassMutual Holding Company Two MSC,
Inc.) (principal offices, 1295 State Street, Springfield,
Massachusetts); Director (since 1995), National Capital Health Plan,
Inc. (health maintenance organization), Washington, D.C.
BARBARA S. PREISKEL, Director and Member, Auditing and Human Resources
Committees
Attorney-at-Law, 60 East 42nd Street, New York, New York; Director:
Textron, Inc. (diversified manufacturing company), 40 Westminster
Street, Providence, Rhode Island; General Electric Company
(diversified manufacturer electrical products), 3135 Easton Turnpike,
Fairfield, Connecticut; The Washington Post Company (publisher of
daily newspaper), Washington, D.C.; American Stores Company (operator
of supermarkets and drugstores), 709 East South Temple, Salt Lake
City, Utah.
DAVID E. SAMS, JR., President, Chief Operating Officer, Director and
Member, Board Affairs, Dividend Policy and Investment Committee
President, Chief Operating Officer and Director (since 1996) of
MassMutual, 1295 State Street, Springfield, Massachusetts; Chairman
(1994-1996), President and Chief Executive Officer (1993-1996),
Connecticut Mutual Life Insurance Company, 140 Garden Street,
Hartford, Connecticut; President and Chief Executive Officer-Agency
Group (1987-1993), Providian Corporation (formerly Capital Holding
Corporation, a holding company for insurance companies), Louisville,
Kentucky; Director (since 1995), Health Insurance of Vermont, Inc. and
Kentucky Medical Insurance Company; Director (1995), United States
Chamber of Commerce; Corporator, Saint Francis Hospital and Medical
Center, Hartford, Connecticut.
THOMAS B. WHEELER, Chairman, Chief Executive Officer, Chairman,
Investment Committee and Member, Dividend Policy and Board Affairs
Committees
52
<PAGE>
Chairman (since 1996), Chief Executive Officer (since 1988), and
President (1987-1996) of MassMutual; Chairman and Chief Executive
Officer (since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Chairman of the Board of Directors (since 1994),
Mirus Insurance Company (formerly MML Pension Insurance Company, a
wholly-owned insurance subsidiary of MassMutual Holding Company Two
MSC, Inc.) (principal offices, 1295 State Street, Springfield,
Massachusetts); Director, The First National Bank of Boston and Bank
of Boston Corporation (bank holding company), 100 Federal Street,
Boston, Massachusetts and Massachusetts Capital Resources Company, 545
Boylston Street, Boston, Massachusetts; Chairman and Director,
Oppenheimer Acquisition Corp. (parent of OppenheimerFunds, Inc., an
investment management company), Two World Trade Center, New York, New
York; Director (since 1993), Textron, Inc. (diversified manufacturing
company), 40 Westminster Street, Providence, Rhode Island; Chairman of
the Board of Directors (1992-1995), Concert Capital Management, Inc.
(wholly-owned investment advisory subsidiary of MassMutual Holding
Company), One Memorial Drive, Cambridge, Massachusetts.
ALFRED M. ZEIEN, Director and Member Board Affairs and Human Resources
Committees
Chairman and Chief Executive Officer, The Gillette Company
(manufacturer of personal care products), Prudential Tower Building,
Boston, Massachusetts; Director: Polaroid Corporation (manufacturer of
photographic products), 549 Technology Square, Cambridge,
Massachusetts; Repligen Corporation (biotechnology), One Kendall
Square, Cambridge, Massachusetts; Bank of Boston Corporation (bank
holding company), 100 Federal Street, Boston, Massachusetts; and
Raytheon Corporation (electronics manufacturer), 141 Spring Street,
Lexington, Massachusetts; Trustee, University Hospital of Boston,
Massachusetts; Trustee (since 1994), Marine Biology Laboratory and
Woods Hole Oceanographic Institute, Woods Hole, Massachusetts.
EXECUTIVE VICE PRESIDENTS
LAWRENCE V. BURKETT, JR., Executive Vice President and General Counsel
Executive Vice President and General Counsel (since 1993), Senior Vice
President and Deputy General Counsel (1992-1993), and Senior Vice
President and Associate General Counsel (1988-1992) of MassMutual;
Director (since 1993), MassMutual Holding Company and Director (since
1994), MassMutual Holding Company Two, Inc. (wholly-owned holding
company subsidiaries of MassMutual); Director (since 1994): MassMutual
Holding Company Two MSC, Inc. (wholly-owned holding company subsidiary
of MassMutual Holding Company Two, Inc.) and Mirus Insurance Company
(formerly MML Pension Insurance Company, a wholly-owned insurance
subsidiary of MassMutual Holding Company Two MSC, Inc.) (principal
offices, 1295 State Street, Springfield, Massachusetts); Director
(since 1994), Cornerstone Real Estate Advisers, Inc. (wholly-owned
real estate investment adviser subsidiary of MassMutual Holding
Company), 1500 Main Street, Suite 1400, Springfield, Massachusetts;
Director (since 1993), Sargasso Mutual Insurance Co., Ltd., Victoria
Hall, Victoria Street, Hamilton, Bermuda; MassMutual of Ireland, Ltd.
(wholly-owned subsidiary of MassMutual Holding Company Two MSC, Inc.
to provide group insurance claim services), IDA Industrial Estate,
Tipperary Town, Ireland; Chairman (since 1994), Director (since 1993),
MML Reinsurance (Bermuda) Ltd. (wholly-owned property and casualty
reinsurance subsidiary of MassMutual Holding Company) and Director
(since 1995), MassMutual International (Bermuda) Ltd. (wholly-owned
subsidiary of MassMutual Holding Company that distributes variable
insurance products in overseas markets) (principal offices, 41 Cedar
Avenue, Hamilton, Bermuda).
JOHN B. DAVIES, Executive Vice President
Executive Vice President (since 1994), Associate Executive Vice
President (1993-1994), General Agent (1982-1993) of MassMutual, 1295
State Street, Springfield, Massachusetts; Director (since 1994), MML
Investors Services, Inc. (wholly-owned broker-dealer subsidiary of
MassMutual Holding Company), MML Insurance Agency, Inc. (wholly-owned
subsidiary of MML Investors Services, Inc.), MML Insurance Agency of
Ohio, Inc. (subsidiary of MML Insurance Agency, Inc.) and Director
(since 1995), MML Insurance Agency of Nevada, Inc. (subsidiary of MML
Insurance Agency, Inc.) (principal offices, 1414 Main Street,
Springfield, Massachusetts); Director (since 1994), Cornerstone Real
Estate Advisers, Inc. (wholly-owned real estate investment adviser
subsidiary of MassMutual Holding Company), 1500 Main Street, Suite
1400, Springfield, Massachusetts; Director (since 1994), Life
Underwriter Training Council, 7625 Wisconsin Avenue, Bethseda,
Maryland.
DANIEL J. FITZGERALD, Executive Vice President, Corporate Financial
Operations
Executive Vice President, Corporate Financial Operations (since 1994),
Senior Vice President (1991-1994) of MassMutual; Vice President (since
1994), Director (since 1993), MassMutual Holding Company; and Vice
President and Director (since 1994), MassMutual Holding Company Two,
Inc. (wholly-owned holding company subsidiaries of MassMutual); Vice
President and Director (since 1994): MassMutual Holding Company Two
MSC, Inc. (wholly-owned holding company subsidiary of MassMutual
Holding Company Two, Inc.); Director (since 1994), Mirus Insurance
Company (formerly MML Pension Insurance Company, a wholly-owned
insurance subsidiary of MassMutual Holding Company Two MSC, Inc.); MML
Bay State Life Insurance Company (wholly-owned insurance subsidiary of
MassMutual); MML Realty Management Corporation (wholly-owned real
estate management subsidiary of MassMutual Holding Company); Director
(since 1995), DLB Acquisition Corporation (holding company for
investment advisers); Director (1994-1995), MML Real Estate
Corporation (wholly-owned real estate management subsidiary of
MassMutual Holding Company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Director (since 1994), Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of
MassMutual Holding Company), One Memorial Drive, Cambridge,
Massachusetts; Director and Member, Compensation Committee (since
1994), Cornerstone Real Estate Advisers, Inc., 1500 Main Street, Suite
1400, Springfield, Massachusetts; Director,
53
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and Member, Audit and Compensation Committees (since 1994), MML
Investors Services, Inc. (wholly-owned broker dealer subsidiary of
MassMutual Holding Company) and Director (1992-1993), MML Insurance
Agency, Inc. (wholly-owned subsidiary of MML Investors Services, Inc.)
(principal offices, 1414 Main Street, Springfield, Massachusetts)
Director (since 1994), MassMutual of Ireland, Ltd. (wholly-owned
subsidiary of MassMutual Holding Company Two MSC, Inc. to provide
group insurance claim services), IDA Industrial Estate, Tipperary
Town, Ireland.
JOHN M. NAUGHTON, Executive Vice President
Executive Vice President of MassMutual; Trustee and Member, Investment
Pricing Committee (since 1994), MassMutual Institutional Funds (open-
end investment company); Director (since 1995), DLB Acquisition
Corporation (holding company for investment advisers) (principal
offices, 1295 State Street, Springfield, Massachusetts); Chairman
(since 1995) and Trustee, Springfield Institution for Savings, 1441
Main Street, Springfield, Massachusetts; Trustee, BayState Health
Systems, 759 Chestnut Street, Springfield, Massachusetts; and American
International College, 1000 State Street, Springfield, Massachusetts;
Director, Oppenheimer Acquisition Corp. (parent of OppenheimerFunds,
Inc., an investment management company), Two World Trade Center, New
York, New York; Director (since 1993), Association of Private Pension
and Welfare Plans; Trustee (since 1994), University of Massachusetts,
Amherst, Massachusetts; Director (1992-1995), Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of
MassMutual Holding Company), One Memorial Drive, Cambridge,
Massachusetts and Colebrook Group (commercial real estate management
and development), 1441 Main Street, Springfield, Massachusetts.
GARY E. WENDLANDT, Executive Vice President and Chief Investment
Officer
Chief Investment Officer (since 1993), Executive Vice President (since
1992) Senior Vice president (1983-1992) of MassMutual; Chairman (since
1995), Trustee (since 1986) and President (1983-1995), MassMutual
Corporate Investors and Chairman (since 1995), Trustee (since 1988)
and President (1988-1995), MassMutual Participation Investors (closed-
end investment companies); Chairman (since 1995), Vice Chairman and
Trustee (1993-1995) and President (1988-1993), MML Series Investment
Fund (open-end investment company); Chairman, Chief Executive Officer
and Member, Investment Pricing Committee (since 1994), MassMutual
Institutional Funds (open-end investment company); Chairman and Chief
Executive Officer (since 1994), President (since 1993) and Director,
MassMutual Holding Company (wholly-owned holding company subsidiary of
MassMutual); Chairman, President and Chief Executive Officer (since
1994), MassMutual Holding Company Two, Inc. (wholly-owned holding
company subsidiary of MassMutual); Chairman and President (since
1994), Chief Executive officer (since 1995), MassMutual Holding
Company Two MSC, Inc. (wholly-owned holding company subsidiary of
MassMutual Holding Company Two, Inc.); Chairman (since 1994) and
Director (since 1993), MML Realty Management Corporation (wholly-owned
real estate management subsidiary of MassMutual Holding Company);
President and Director (since 1995), DLB Acquisition Corporation
(holding company for investment advisers); Chairman (1994-1995) and
Director (1993-1995), MML Real Estate Corporation (wholly-owned real
estate management subsidiary of MassMutual Holding Company) (principal
offices, 1295 State Street, Springfield, Massachusetts); Chairman,
Chief Executive Officer and Member Executive and Compensation
Committees (since 1994) and Member, Audit Committee (since 1995),
Cornerstone Real Estate Advisers, Inc., 1500 Main Street, Springfield,
Massachusetts; President and Chief Executive Officer (since 1994) and
Director, Concert Capital Management, Inc. One Memorial Drive,
Cambridge, Massachusetts; Director, Oppenheimer Acquisition
Corporation (parent of OppenheimerFunds, Inc., an investment
management company), Two World Trade Center, New York, New York;
Supervisory Director, MassMutual/Carlson CBO N.V. (collateralized bond
fund), 6 John Gorsiraweg, P.O. Box 3889, Willemstad, Curacao,
Netherlands Antilles; Director, Merrill Lynch Derivative Products,
Inc., World Financial Center, North Tower, New York, New York;
Director (since 1994), MassMutual Corporate Value Partners Limited
(investor in debt and equity securities) and MassMutual Corporate
Value Limited (parent of MassMutual Corporate Value Partners Limited)
(principal offices, c/o BankAmerica Trust and Banking Corporation, Box
1096, George Town, Grand Cayman, Cayman Islands, British West Indies);
Director (since 1995), Mass Seguros de Vida, S.A., Huerfanos No.770,
Santiago, Chile; President and Director (since 1995), MassMutual
International (Bermuda) Ltd. (wholly-owned subsidiary of MassMutual
Holding Company that distributes variable insurance products in
overseas markets), 41 Cedar Avenue, Hamilton, Bermuda.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
The assets of the Registrant, under state law, are assets of MassMutual.
The Registrant may also be deemed to be under common control with the
following separate accounts which are registered as unit investment
trusts under the Investment Company Act of 1940: Massachusetts Mutual
Variable Annuity Fund 1, Massachusetts Mutual Variable Annuity Fund 2,
Massachusetts Mutual Variable Annuity Separate Account 1,
Massachusetts Mutual Variable Annuity Separate Account 2,
Massachusetts Mutual Variable Annuity Separate Account 3,
Massachusetts Mutual Variable Life Separate Accounts I and,
Massachusetts Mutual Variable Life Separate Account II, and MML Bay
State Variable Annuity Separate Account 1, MML Bay State Variable Life
Separate Account I, Panorama Separate Account, CML Variable Annuity
Account A, CML Variable Annuity Account B, CML Accumulation Annuity
Account E, Connecticut Mutual Variable Life Separate Account I,
Panorama Plus Separate Account, C.M. Multi-Account A, C.M. Life
Variable Life Separate Account A, and CML/OFFITBANK Separate Account.
The Registrant may also be deemed to control MML Series Investment
Fund, a Massachusetts business trust which is registered as an open-
end, diversified, management investment company under the Investment
Company Act of 1940. The Registrant may also be deemed to be under
common control of the following separate accounts which are exempt
from registration requirements of the Investment Company Act of 1940:
MML Bay State Variable Life
54
<PAGE>
Separate Account II, and MML Bay State Variable Life Separate Account III, and
MML Bay State Variable Life Separate Account IV.
The following entities are, or may be deemed to be, controlled by MassMutual
through the direct or indirect ownership of such entities' stock.
1. MassMutual Holding Company, a Delaware corporation, all the stock
of which is owned by MassMutual.
3. MML Series Investment Fund, a registered open-end investment
company organized as a Massachusetts business trust, all of the shares
of which are owned by separate accounts of MassMutual and companies
controlled by MassMutual.
4. MassMutual Institutional Funds, a registered open-end investment
company organized as a Massachusetts business trust, all of the shares
are owned by MassMutual.
5. MML Bay State Life Insurance Company, a Missouri corporation, all
the stock of which is owned by MassMutual.
6. DHC, Inc., a Connecticut holding company, all the stock of which
is owned by MassMutual.
7. CM Assurance Company, a Connecticut life, accident, disability
and health insurer, all the stock of which is owned by MassMutual.
8. CM Benefit Insurance Company, a Connecticut life, accident,
disability and health insurer, all the stock of which is owned by
MassMutual.
9. C.M. Life Insurance Company, a Connecticut life, accident,
disability and health insurer, all the stock of which is owned by
MassMutual.
10. CM Transnational, S.A., a Luxembourg corporation that sells life
insurance endowments and annuity contracts. MassMutual owns 99.7% of
the outstanding shares and DHC, Inc. owns the remaining 0.3% of the
shares.
11. Oppenheimer Series Fund I, Inc., a registered open-end investment
company organized as a Maryland corporation. MassMutual and its
subsidiaries own approximately 30% of the outstanding shares.
13. Panorama Series Fund, Inc., a registered open-end investment
company organized as a Maryland corporation. Shares of the fund are
sold only to MassMutual and its affiliates.
14. MML Distributors, LLC, a registered broker-dealer incorporated as
a limited liability company in Connecticut. MassMutual has a 99%
ownership interest and CM Strategic Ventures has a 1% ownership
interest.
15. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity
real estate advisory corporation, all the stock of which is owned by
MassMutual Holding Company.
16. DLB Acquisition Corporation ("DLB"), a Delaware corporation.
MassMutual Holding Company owns 83.7% of the outstanding capital stock
of DLB, which serves as a holding company for certain investment
advisory subsidiaries of MassMutual.
17. MML Investors Services, Inc., registered broker-dealer
incorporated in Massachusetts, all the stock of which is owned by
MassMutual Holding Company.
18. MML Realty Management Corporation, a property manager
incorporated in Massachusetts, all the stock of which is owned by
MassMutual Holding Company.
19. MassMutual International, Inc., a Delaware holding company of
foreign insurance companies. MassMutual Holding Company owns all of
the stock of MassMutual International, Inc.
20. MML Reinsurance (Bermuda) Ltd., a property and casualty reinsurer
incorporated in Bermuda, all of the stock of which is owned by
MassMutual Holding Company.
21. MML International (Bermuda) Ltd., a writer of variable life
insurance for overseas markets that was incorporated in Bermuda, all
of the stock of which is owned by MassMutual Holding Company
22. Mass Seguros de Vida S.A. (Chile), a life insurance company
incorporated in Chile. MassMutual Holding Company owns 33.5% of the
outstanding capital stock of Mass Seguros de Vida S.A.
55
<PAGE>
23. MassLife Seguros de Vida S.A. (Argentine), a life insurance
company incorporated in Argentine. MassMutual Holding Company owns
99.99% of the outstanding capital stock of MassLife Seguros de Vida
S.A.
24. Oppenheimer Acquisition Corporation is a Delaware corporation
("OAC"). MassMutual Holding Company owns 81.3% of the capital stock of
OAC, which serves as a holding company for OppenheimerFunds, Inc.
25. Charter Oak Capital Management, Inc., a Delaware corporation, is
a registered investment adviser. MassMutual Holding Company owns 80%
of the outstanding shares of Charter Oak Capital Management, Inc.
26. Westheimer 335 Suites, Inc., was incorporated in Delaware to
serve as a general partner of the Westheimer 335 Suites Limited
Partnership. MassMutual Holding Company owns all the stock of
Westheimer 335 Suites, Inc.
27. CM Advantage, Inc., a Connecticut corporation that acts as a
general partner in real estate limited partnerships. DHC, Inc. owns
all of the outstanding stock.
28. CM Insurance Services, Inc., a licensed insurance broker
incorporated in Connecticut, all of the stock of which is owned by
DHC, Inc.
29. G.R. Phelps & Company, Inc., a registered investment adviser
incorporated in Connecticut, all the stock of which is owned by DHC,
Inc.
30. CM International, Inc., a Delaware corporation that holds a
mortgage pool and issues collateralized bond obligations. DHC, Inc.
owns all the outstanding stock.
31. CM Property Management, Inc., a Connecticut real estate holding
company, all the stock of which is owned by DHC, Inc.
32. State House 1 Corporation, a Delaware corporation, that acts as a
general partner of CML Investments I L.P. and State House I L.P. DHC,
Inc. owns all the outstanding stock.
33. Urban Properties, Inc., a Delaware real estate holding and
development company, all the stock of which is owned by DHC, Inc.
36. MassMutual of Ireland, Ltd., incorporated in the Republic of
Ireland, to operate a group life and health claim office for
MassMutual. MassMutual Holding Company Two MSC, Inc. owns all of the
stock of MassMutual of Ireland, Ltd.
41. Concert Capital Management, Inc., a registered investment adviser
incorporated in Massachusetts, all the stock of which is owned by DLB
Acquisition Corporation.
42. David L. Babson and Company, Incorporated, a registered
investment adviser incorporated in Massachusetts, all of the stock of
which is owned by DLB Acquisition Corporation.
43. Babson Securities Corporation, a registered broker-dealer
incorporated in Massachusetts, all of the stock of which is owned by
David L. Babson and Company, Incorporated.
44. Potomac Babson Incorporated, a Massachusetts corporation, is a
registered investment adviser. David L. Babson and Company
Incorporated owns 60% of the outstanding shares of Potomac Babson
Incorporated.
44a. Babson-Stuart Ivory International, a Massachusetts general
partnership which operates as a registered investment adviser. David
L. Babson and Company, Inc. has a 50% ownership interest in the firm.
45. MML Insurance Agency, Inc., a licensed insurance broker
incorporated in Massachusetts, all of the stock of which is owned by
MML Investors Services, Inc.
46. MML Securities Corporation, a Massachusetts securities
corporation, all of the stock of which is owned by MML Investors
Services, Inc.
47. MML Insurance Agency of Nevada, Inc., a Nevada corporation, all
of the stock of which is owned by MML Insurance Agency, Inc.
48. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance
Agency, Inc., is incorporated in the state of Ohio. The outstanding
capital stock is controlled by MML Insurance Agency, Inc. by means of
a voting trust.
49. MML Insurance Agency of Texas, Inc., a subsidiary of MML
Insurance Agency, Inc., is incorporated in the state of Texas. The
outstanding capital stock is controlled by MML Insurance Agency, Inc.
by means of a voting trust.
50. CM Insurance Services, Inc. (Arkansas), a licensed insurance
broker incorporated in Arkansas, all of the stock of which is owned by
CM Insurance Services, Inc.
56
<PAGE>
51. CM Insurance Services, Inc. (Texas) a licensed insurance broker
incorporated in Texas. CM Insurance Services, Inc. controls 100% of
the shares of outstanding stock by means of a voting trust.
52. Diversified Insurance Services Agency of America, Inc. (DISA
Ohio), a licensed insurance broker incorporated in Ohio. CM Insurance
Services, Inc. controls 100% of the shares of outstanding stock by
means of a voting trust.
53. Diversified Insurance Services Agency of America, Inc. (DISA
Massachusetts), a licensed insurance broker incorporated in
Massachusetts. CM Insurance Services, Inc. owns all the shares of
outstanding stock.
54. Diversified Insurance Services Agency of America, Inc. (DISA
Alabama), a licensed insurance broker incorporated in Alabama. CM
Insurance Services, Inc. owns all the shares of outstanding stock.
55. Diversified Insurance Services Agency of America, Inc. (DISA New
York), a licensed insurance broker incorporated in New York. CM
Insurance Services, Inc. owns all the shares of outstanding stock.
56. CM Insurance Agency Services (CMIS Hawaii), a licensed insurance
broker incorporated in Hawaii. CM Insurance Services, Inc. owns all
the shares of outstanding stock.
57. MassMutual Corporate Value Limited, a Cayman Islands corporation
that owns approximately 93% of MassMutual Corporate Value Partners
Limited. MassMutual Holding Company owns 43.68% of the outstanding
capital stock of MassMutual Corporate Value Limited.
58. CM Strategic Ventures, Inc., a Connecticut corporation that
serves as general partner in limited partnerships, all of the stock of
which is owned by G. R. Phelps & Co., Inc.
59. CML Investments I Corp., a Delaware corporation organized to
issue and sell notes and bonds secured by non-investment grade
corporate debt obligations. CML Investments I L.P. owns all the
outstanding stock.
60. Oppenheimer Value Stock Fund ("OVSF) is a series of Oppenheimer
Integrity Funds, a Massachusetts business Trust. OVSF is a registered
open-end investment company of which MassMutual owns 29% of the
outstanding shares of beneficial interest.
61. OppenheimerFunds, Inc., a registered investment adviser
incorporated in Colorado, all of the stock of which is owned by
Oppenheimer Acquisition Corporation
62. Centennial Asset Management Corporation, a Delaware corporation
that serves as the investment adviser and general distributor of the
Centennial Funds. Oppenheimer Management Corporation owns all the
stock of Centennial Asset Management Corporation.
63. HarbourView Asset Management Corporation, a registered investment
adviser incorporated in New York, all the stock of which is owned by
Oppenheimer Management Corporation.
64. Main Street Advisers, Inc., a Delaware corporation, all the stock
of which is owned by Oppenheimer Management Corporation.
65. OppenheimerFunds Distributor, Inc., a registered broker-dealer
incorporated in New York, all the stock of which is owned by
Oppenheimer Management Corporation.
66. Oppenheimer Partnership Holdings, Inc., a Delaware holding
company, all the stock of which is owned by Oppenheimer Management
Corporation.
67. Shareholder Financial Services, Inc., a transfer agent
incorporated in Colorado, all the stock of which is owned by
Oppenheimer Management Corporation.
68. Shareholder Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by Oppenheimer Management
Corporation.
69. Centennial Capital Corporation, a former sponsor of unit
investment trust incorporated in Delaware, all the stock of which is
owned by Centennial Asset Management Corporation.
69a. Antares Leveraged Capital Corp, a Delaware corporation that
operates as a finance company.
MassMutual is the investment adviser to the following investment companies,
and as such may be deemed to control them.
1. MassMutual Corporate Investors, a registered closed-end
Massachusetts business trust.
57
<PAGE>
2. MassMutual Participation Investors, a registered closed-end
Massachusetts business trust.
3. MML Series Investment Fund, a registered open-end Massachusetts
business trust, all of the shares are owned by separate accounts of
MassMutual and companies controlled by MassMutual.
4. MassMutual Institutional Funds, a registered open-end
Massachusetts business trust, all of the shares are owned by
MassMutual.
5. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation
that issued Collateralized Bond Obligations on or about May 1, 1991,
owned equally by MassMutual interests (MassMutual and MassMutual
Holding Company) and Carlson Investment Management Co.
6. MassMutual Corporate Value Partners, Ltd., an off-shore
investment company.
ITEM 27. NUMBER OF PARTICIPANTS
Not applicable because as of the date this Pre-effective Amendment No. 1 to the
Registration Statement, no Certificates have been sold.
Item 28. Indemnification
---------------
MassMutual directors and officers are indemnified under its by-
laws. No indemnification is provided with respect to any
liability to any entity which is registered as an investment
company under the Investment Company Act of 1940 or to the
security holders thereof, where the basis for such liability is
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of office.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of MassMutual pursuant to the foregoing
provisions, or otherwise, MassMutual has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by MassMutual of expenses incurred or
paid by a director, officer or controlling person of MassMutual
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, MassMutual will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such
issue.
Item 29. Principal Underwriters
----------------------
(a) MML Distributors, LLC, a wholly owned subsidiary of MassMutual,
also acts as principal underwriter for Massachusetts Mutual Variable Annuity
Separate Accounts 1, 2 and 3, Massachusetts Mutual Variable Life Separate
Accounts I and II, MML Bay State Variable Life Separate Account I, MML Bay State
Variable Annuity Separate Account 1, Panorama Separate Account, CML Variable
Annuity Account A, CML Variable Annuity Account B, CML Accumulation Annuity
Account E, Connecticut Mutual Variable Life Separate Account I, Panorama Plus
Separate Account, C.M. Multi-Account A, C.M. Life Variable Life Separate Account
I, and CML/OFFITBANK Separate Account.
(b) See response to Item 25. (1) MML Distributors, LLC is the
distributor of the Contracts. The following are the officers and directors of
the distributor. Name and Principal
Business Address Office
---------------- ------
Kenneth M. Rickson President
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Ronald E. Thomson Vice President
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
Michael L. Kerley Vice President, Chief Legal Officer &
One Monarch Place Assistant Secretary
1414 Main Street
Springfield, MA 01144-1013
John O'Connor Vice President
One Monarch Place
58
<PAGE>
1414 Main Street
Springfield, MA 01144-1013
Robert Rosenthal Compliance Officer
One Monarch Place
1414 Main Street
Springfield, MA 01144-1013
James T. Birchall Treasurer
1295 State Street
Springfield, MA 01111-0001
Bruce C. Frisbie Assistant Treasurer
1295 State Street
Springfield, MA 01111-0001
Raymond W. Anderson Assistant Treasurer
1295 State Street
Springfield, MA 01111-0001
Ann F. Lomeli Secretary
1295 State Street
Springfield, MA 01111-0001
(c) See the section captioned "Service Arrangements and Distribution" in
the Statement of Additional Information.
Item 30. Location of Accounts and Records
--------------------------------
The Company at 1295 State Street, Springfield, Massachusetts 01111-0001 will
maintain possession of the accounts, books or documents of the Separate Account
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the rules promulgated thereunder.
Item 31. Management Services
-------------------
Not Applicable.
Item 32. Undertakings
------------
a. Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more
than sixteen (16) months old or so long as payment under the variable
annuity contracts may be accepted.
b. Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that
an applicant can check to request a Statement of Additional Information ,
(2) a postcard or similar written communication affixed to or included in
the Prospectus that the applicant can remove to send for a Statement of
Additional Information.
c. Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statement required to be made available under
this Form promptly upon written or oral request.
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the Commonwealth of Massachusetts on this 25th day of July,
1996
CML/OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT
Registrant
By:
_________________________________________________
Thomas B. Wheeler*, Chief Executive Officer
Massachusetts Mutual Life Insurance Company
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
Depositor)
By:
59
<PAGE>
_________________________________________________
Thomas B. Wheeler*, Chief Executive Officer
Massachusetts Mutual Life Insurance Company
/s/ Richard M. Howe On July 25, 1996, as Attorney-in-Fact pursuant to
- ---------------------------
*Richard M. Howe powers of attorney previously filed.
As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the duties indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
__________________________ Chief Executive Officer and July 25, 1996
Thomas B. Wheeler* Chairman of the Board
__________________________ Executive Vice President, Chief July 25, 1996
Daniel J. Fitzgerald* Financial Officer & Chief
Accounting Officer
July 25, 1996
__________________________ Director
Roger G. Ackerman*
July 25, 1996
__________________________ Director
James R. Birle*
July 25, 1996
__________________________ Director
Frank C. Carlucci, III*
July 25, 1996
__________________________ Director
Gene Chao, Ph.D.*
July 25, 1996
__________________________ Director
Patricia Diaz Dennis*
July 25, 1996
__________________________ Director
Anthony Downs*
July 25, 1996
__________________________ Director
James L. Dunlap*
July 25, 1996
__________________________ Director
William B. Ellis, Ph.D.*
July 25, 1996
__________________________ Director
Robert M. Furek*
July 25, 1996
__________________________ Director
Charles K. Gifford*
July 25, 1996
__________________________ Director
William N. Griggs*
July 25, 1996
__________________________ Director
George B. Harvey*
July 25, 1996
__________________________ Director
Barbara B. Hauptfuhrer
July 25, 1996
__________________________ Director
Sheldon B. Lubar*
July 25, 1996
__________________________ Director
William B. Marx, Jr.*
July 25, 1996
__________________________ Director
John G. Maypole*
July 25, 1996
__________________________ Director
Donald F. McCullough*
July 25, 1996
__________________________ Director
John J. Pajak*
July 25, 1996
__________________________ Director
Barbara S. Preiskel*
July 25, 1996
__________________________ Director
David E. Sams, Jr.*
July 25, 1996
__________________________ Director
Alfred M. Zeien*
/s/ Richard M. Howe On July 25, 1996, as Attorney-in-Fact pursuant to
__________________________ powers of attorney previously filed.
*Richard M. Howe
</TABLE>
60
<PAGE>
Exhibit Index
Exhibit Page
3.(ii) Form of Broker-Dealer Selling Agreement
3.(iii) Form of Underwriting and Servicing Agreement
4.(a) Form of Group Variable Deferred Annuity Contract
4.(b) Form of Individual Retirement Annuity Endorsement10. Consent of
Independent Accountants
Exhibit 3(ii)
Form of
BROKER-DEALER SELLING AGREEMENT
AGREEMENT by and between Massachusetts Mutual Life Insurance Company,
a Massachusetts corporation ("MassMutual"), MML Distributors, LLC ("MML
Distributors") a registered broker-dealer with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. ("NASD"); and Offit Funds
Distributor, Inc. ("Broker-Dealer"), also a registered broker-dealer with the
Securities and Exchange Commission under the Securities Exchange Act of 1934 and
a member of the National Association of Securities Dealers, Inc.
WITNESSETH:
WHEREAS, MML Distributors proposes to have Broker-Dealer's registered
representatives ("Representatives") who are also insurance agents solicit and
sell a certain Variable Insurance Contract (the "Contract") more particularly
described in this Agreement and which are deemed to be securities under the
Securities Act of 1933; and
WHEREAS, MassMutual has appointed MML Distributors as the Principal
Underwriter and Distributor of the Contract and has agreed that MML Distributors
shall be responsible for the training and supervision of such Representatives,
with respect to the solicitation and offer or sale of any of the Contract, and
also for the training and supervision of any other "persons associated" with
Broker-Dealer who are engaged directly or indirectly therewith; and MML
Distributors proposes to delegate, to the extent legally permitted, said
supervisory duties to Broker-Dealer; and
WHEREAS, MML Distributors proposes to have Broker-Dealer provide
certain administrative services to facilitate solicitations for and sales of the
Contract.
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Appointment of Broker-Dealer. MML Distributors hereby appoints
----------------------------
Broker-Dealer to sell the Contract through its Representatives and certain
administrative services to facilitate to provide solicitations for and sales of
the Contract.
2. The Contract. The Contract issued by MassMutual to which this
------------
Agreement applies is the OFFITBANK Variable Annuity Contract. MassMutual in its
sole discretion and without notice to Broker-Dealer, may suspend sales of the
Contract or may amend the Contract.
3. Securities Licensing. Broker-Dealer shall, at all times when
--------------------
performing its functions under this agreement, be registered as a securities
broker with the SEC and NASD and licensed or registered as a securities broker-
dealer in the states and other local jurisdictions that require such licensing
or registration in connection with variable insurance contract sales activities
or the supervision of Representatives who perform such activities in the
respective location.
4. Appointments. Broker-Dealer shall assist MassMutual in the
------------
appointment of Representatives under the applicable insurance laws to sell the
Contract. Broker-Dealer shall fulfill all requirements set forth in the Mutual
Letter of Recommendation, attached as Exhibit A, in conjunction with the
submission of licensing/appointment papers for all applicants as insurance
agents of MassMutual. All such licensing/appointment papers should be submitted
to MassMutual or its duly appointed agent by Broker-Dealer. Notwithstanding such
submission, MassMutual shall have sole discretion to appoint, refuse to appoint,
discontinue, or terminate the appointment of any Representative as an insurance
agent of MassMutual.
5. Securing Applications. All applications for the Contract shall
---------------------
be made on application forms supplied by MassMutual and all payments collected
by Broker-Dealer or any Representative of Broker-Dealer shall be remitted
promptly in full, together with such application forms and any other required
documentation, directly to MassMutual at the address indicated on such
application or to such other address as MassMutual may, from time-to-time,
designate in writing. Broker-Dealer shall review all such applications for
completeness. Checks or money orders in payment on any such Contract shall be
drawn to the order of "Massachusetts Mutual Life Insurance Company." All
applications are subject to acceptance or rejection by MassMutual at its sole
discretion. All records or information obtained hereunder by Broker-Dealer shall
not be disclosed or used except as expressly authorized herein, and Broker-
Dealer will keep such records and information confidential, to be disclosed only
as authorized or if expressly required by federal or state regulatory
authorities.
61
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6. Money Received by Broker-Dealer. All money payable in connection
-------------------------------
with the Contract, whether as premium or otherwise, and whether paid by or on
behalf of any Contractholder, Participant or anyone else having an interest in
the Contract, is the property of MassMutual and shall be transmitted immediately
in accordance with the administrative procedures of MassMutual without any
deduction or offset for any reason, including by example, but not limitation,
any deduction or offset for compensation claimed by Broker-Dealer.
7. Supervision of Representatives. Broker-Dealer shall have full
------------------------------
responsibility for the training and supervision of all Representatives
associated with Broker-Dealer who are engaged directly or indirectly in the
offer or sale of the Contract, and all such persons shall be subject to the
control of Broker-Dealer with respect to such persons' securities regulated
activities in connection with the Contract. Broker-Dealer will cause the
Representatives to be trained in the sale of the Contract; will cause such
Representatives to qualify under applicable federal and state laws to engage in
the sale of the Contract; will cause such Representatives to be registered
representatives of Broker-Dealer before such Representatives engage in the
solicitation of applications for the Contract; will cause such Representatives
to execute a Registered Representative's Agent Agreement with MassMutual before
such Representatives engage in the solicitation of applications for the
Contract; and will cause such Representatives to limit solicitation of
applications for the Contract to jurisdictions where MassMutual has authorized
such solicitation. Broker-Dealer shall cause such Representatives'
qualifications to be certified to the satisfaction of MML Distributors and shall
notify MML Distributors if any Representative ceases to be a registered
representative of Broker-Dealer or ceases to maintain the proper licensing
required for the sale of the Contract. Each party shall be liable for its own
negligence and misconduct hereunder.
8. Representatives Agreement. Broker-Dealer shall cause its
-------------------------
Representatives to execute a registered Representative's Agent Agreement with
MassMutual and forward same to MassMutual before such Representatives shall be
permitted to solicit applications for the sale of the Contract. MML Distributors
shall furnish Broker-Dealer with copies of the Registered Representative's Agent
Agreements for execution by Representatives.
9. Compliance with NASD Rules of Fair Practice and Federal and State
-----------------------------------------------------------------
Securities Laws. Broker-Dealer shall fully comply with the requirements of the
- ---------------
National Association of Securities Dealers, Inc. and of the Securities Exchange
Act of 1934 and all other applicable federal or state laws and will establish
such rules and procedures as may be necessary to cause diligent supervision of
the securities activities of the Representatives. Upon request by MML
Distributors, Broker-Dealer shall furnish such appropriate records as may be
necessary to establish such diligent supervision.
10. Notice of Representative's Noncompliance. In the event a
----------------------------------------
Representative fails or refuses to submit to supervision of Broker-Dealer or
otherwise fails to meet the rules and standards imposed by Broker-Dealer on its
representatives, Broker-Dealer shall certify such fact to MML Distributors and
shall immediately notify such Representative that he or she is no longer
authorized to sell the Contract, and Broker-Dealer shall take whatever
additional action may be necessary to terminate the sales activities of such
Representative relating to the Contract.
11. Prospectuses, Sales Promotion Material and Advertising. Broker-
------------------------------------------------------
Dealer shall be provided with prospectuses relating to the Contract and such
other material as MML Distributors determines to be necessary or desirable for
use in connection with sales of the Contract. No sales promotion materials or
any advertising relating to the Contract shall be used by Broker-Dealer unless
the specific item has been approved in writing by MML Distributors.
In addition, Broker-Dealer shall not print, publish or distribute
any advertisement, circular or any document relating to MassMutual or MML
Distributors unless such advertisement, circular or document shall have been
approved in writing by the party named in the material; provided, however, that
nothing herein shall prohibit Broker-Dealer from advertising variable insurance
in general or on a generic basis.
Upon termination of this Agreement, all prospectuses, sales
promotion material, advertising, circulars, and documents relating to the sales
of the Contract shall be promptly turned over to MassMutual free from any claim
or retention of rights by the Broker-Dealer.
12. Right of Rejection. Broker-Dealer and/or MassMutual each in
------------------
their sole discretion, may reject any applications or payments remitted by
Representative through the Broker-Dealer and may refund an applicant's payments
to the applicant. In the event such refunds are made Broker-Dealer shall
promptly repay such compensation to MassMutual. This provision shall survive
termination of this Agreement.
13. Compensation.
------------
No sales concessions shall be payable to Broker-Dealer in
connection with the sales of the Contract.
If Broker-Dealer or any Representative of Broker-Dealer shall rebate
or offer to rebate all or any part of a premium on a Contract issued by
MassMutual in violation of applicable state insurance laws or regulations, or if
Broker-Dealer or any Representative of Broker-Dealer shall withhold any premium
on any Contract issued by MassMutual, the same may be grounds for termination of
this Agreement by MassMutual. If Broker-Dealer or any representative of Broker-
Dealer shall at any time induce or endeavor to induce any owner of a Contract to
relinquish the Contract except under circumstances where there is reasonable
grounds for believing the Contract, contract or certificate is not suitable for
such person, this Agreement shall, at the option of MassMutual, terminate
immediately.
Nothing in this Agreement shall be construed as giving Broker-Dealer
the right to incur any indebtedness on behalf of MassMutual.
14. Contract Delivery. MassMutual may, upon written request of
-----------------
Broker-Dealer, transmit Contract to Broker-Dealer for delivery to
Contractowners. Broker-Dealer hereby agrees to deliver all such Contract to
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Contractowners within Ten (10) days of the Contract's Issue Date. Broker-Dealer
agrees to indemnify and hold-harmless MassMutual for any and all losses caused
by Broker-Dealer's failure to perform the undertakings described in this
paragraph.
15. Waiver. Failure of any party to insist upon strict compliance
------
with any of the conditions of this Agreement shall not be construed as a waiver
of any of the conditions, but the same shall remain in full force and effect. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute a waiver of any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver.
16. Independent Contractors. MassMutual and MML Distributors are
-----------------------
independent contractors with respect to Broker-Dealer and to Representatives.
17. Limitations. No party other than MassMutual shall have the
-----------
authority on behalf of MassMutual to make, alter, or discharge any Contract,
contract, or certificate issued by MassMutual, to waive any forfeiture or to
grant, permit, nor extend the time for making any payments nor to guarantee
earnings or rates, nor to alter the forms which MassMutual may prescribe or
substitute other forms in place of those prescribed by MassMutual, nor to enter
into any proceeding in a court of law or before a regulatory agency in the name
of or on behalf of MassMutual.
18. Fidelity Bond. Broker-Dealer represents that all directors,
-------------
officers, employees and Representatives of Broker-Dealer who are licensed
pursuant to this Agreement as MassMutual agents for state insurance law purposes
or who have access to funds of MassMutual, including but not limited to funds
submitted with applications for the Contract or funds being returned to owners,
are and shall be covered by a blanket fidelity bond, including coverage for
larceny and embezzlement, issued by a reputable bonding company. This bond shall
be maintained by Broker-Dealer at Broker-Dealer's expense. Such bond shall be,
at least, of the form, type and amount required under the NASD Rules of Fair
Practice. MassMutual may require evidence, satisfactory to it, that such
coverage is in force and Broker-Dealer shall give prompt written notice to
MassMutual of any notice of cancellation or change of coverage.
Broker-Dealer assigns any proceeds received from the fidelity bonding
company to MassMutual to the extent of MassMutual's loss due to activities
covered by the bond. If there is any deficiency amount, whether due to a
deductible or otherwise, Broker-Dealer shall promptly pay MassMutual such amount
on demand and Broker-Dealer hereby indemnifies and holds harmless MassMutual
from any such deficiency and from the costs of collection thereof (including
reasonable attorneys' fees).
19. Binding Effect. This Agreement shall be binding on and shall
--------------
inure to the benefit of the parties to it and their respective successors and
assigns; provided that Broker-Dealer may not assign this Agreement or any rights
or obligations hereunder without the prior written consent of MassMutual.
20. Regulations. All parties agree to observe and comply with the
-----------
existing laws and rules or regulations of applicable local, state, or federal
regulatory authorities and with those which may be enacted or adopted during the
term of this Agreement regulating the business contemplated hereby in any
jurisdiction in which the business described herein is to be transacted, and to
provide information or reports with respect to their duties hereunder pursuant
to request by any regulatory authority having jurisdiction with respect thereto.
21. Notices. All notices or communications shall be sent to the
-------
address shown below or to such other address as the party may request by giving
written notice to the other parties:
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn:
MML Distributors, LLC
1414 Main Street
Springfield, MA 01144
Attn: Michael Kerley
Broker-Dealer:
OFFITFUND Distributor, Inc.
230 Park Avenue
New York, NY 10169
22. Governing Law. This Agreement shall be construed in accordance
-------------
with and governed by the laws of the state of Massachusetts.
23. Amendment of Agreement. MassMutual reserves the right to amend
----------------------
this Agreement at any time, and the submission of an application by Broker-
Dealer after notice of any such amendment has been sent to the other parties
shall constitute the other parties' agreement to any such amendment.
24. Termination. This Agreement may be terminated, without cause, by
-----------
any party upon thirty (30) days prior written notice; and may be terminated, for
failure to perform satisfactorily or other cause, by any party immediately; and
shall be terminated if MML Distributors or Broker-Dealer shall cease to be
registered Broker-Dealers under the Securities Exchange Act of l934 and members
of the NASD.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:__________________________
Vice President
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EXHIBIT 3(ii)
By:__________________________
Ann F. Lomeli, Secretary
BROKER-DEALER
OFFIT FUNDS DISTRIBUTOR, INC.
By:_________________________
Dated:_______________________
EXHIBIT A
Mutual Letter of Recommendation
BROKER-DEALER hereby certifies to Massachusetts Mutual Life Insurance
Company ("MassMutual") that all the following requirements will be fulfilled in
conjunction with the submission of licensing/appointment papers for all
applicants as agents of MassMutual submitted by BROKER-DEALER. BROKER-DEALER
will, upon request, forward proof of compliance with same to MassMutual in a
timely manner.
1. We have made a thorough and diligent inquiry and investigation relative to
each applicant's identity, residence and business reputation and declare
that each applicant is personally known to us, has been examined by us, is
known to be of good moral character, has a good business reputation, is
reliable, is financially responsible and is worthy of a life insurance and
securities license as well as appointment as an insurance agent of
MassMutual. Each individual is trustworthy, competent and qualified to act
as an agent for MassMutual to hold himself out in good faith to the general
public. We vouch for each applicant.
2. We have on file a B-300, B-301, or U-4 form which was completed by each
applicant. We have fulfilled all the necessary investigative requirements
for the registration of each applicant as a registered representative
through our NASD member firm, and each applicant is presently registered as
an NASD registered representative.
The information in our files indicates no fact or condition which would
disqualify the applicant from receiving a life insurance or securities
license or from being appointed as an insurance agent of MassMutual and all
the findings of all investigative information is favorable.
3. We certify that all educational requirements have been met for the specific
state each applicant is requesting a license in, and that, all such persons
have fulfilled the appropriate examination, education and training
requirements.
4. We certify that each applicant will receive close and adequate supervision,
and that we will make inspection when needed of any or all risks written by
these applicants, to the end that the insurance interest of the public will
be properly protected.
5. We will not permit any applicant to transact insurance as an agent until
duly licensed and appointed by MassMutual. No applicants have been given a
contract or furnished supplies, nor have any applicants been permitted to
write, solicit business, or act as an agent in any capacity, and they will
not be so permitted until the certificate of authority applied for is
received.
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Exhibit 3.(iii)
FORM OF
UNDERWRITING AND
SERVICING AGREEMENT
This UNDERWRITING AND SERVICING AGREEMENT is made this ___ day of _____ 1996, by
and between MML Distributors, LLC ("MML DISTRIBUTORS") and Massachusetts Mutual
Life Insurance Company ("MassMutual"), on its own behalf and on behalf of
CML/OFFITBANK Separate Account (the "Separate Account"), a separate account of
MassMutual, as follows:
WHEREAS, the Separate Account was established on _____________ pursuant to
authority of the Board of Directors of ________________ in order to set aside
and invest assets attributable to a certain variable annuity contract (the
"Contract") issued by MassMutual; and
WHEREAS, MassMutual has registered the Separate Account under the Investment
Company Act of 1940, as amended, (the "1940 Act") and has registered the
Contract under the Securities Act of 1933, as amended, (the "1933 Act");
and
WHEREAS, MassMutual will continue the effectiveness of the registrations of the
Separate Account under the 1940 Act and the Contract under the 1933 Act;
and
WHEREAS, MassMutual intends for the Contract to be sold by agents and brokers
who are required to be registered representatives of a broker-dealer that is
registered with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934 ("1934 Act") and a member of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, MassMutual desires to engage MML DISTRIBUTORS, a broker-dealer
registered with the SEC under the 1934 Act and a member of the NASD, to act as
the principal underwriter ("Underwriter") of the Contract, and to otherwise
perform certain duties and functions that are necessary and proper for the
distribution of the Contract as required under applicable federal and state
securities laws and NASD regulations, and MML DISTRIBUTORS desires to act as
Underwriter for the sale of the Contract and to assume such
responsibilities;
NOW, THEREFORE, the parties hereto agree as follows:
1. Underwriter. MassMutual hereby appoints MML DISTRIBUTORS as, and MML
DISTRIBUTORS agrees to serve as, Underwriter of the Contract during the term of
this Agreement for purposes of federal and state securities laws. MassMutual
reserves the right, however, to refuse at any time or times to sell any Contract
hereunder for any reason, and MassMutual maintains ultimate responsibility for
the sales of the Contract.
MML DISTRIBUTORS shall use reasonable efforts to sell the Contract but does not
agree hereby to sell any specific number of Contract and shall be free to act as
underwriter of other securities. MML DISTRIBUTORS agrees to offer the Contract
for sale in accordance with the prospectus then in effect for the Contract.
2. Services. MML DISTRIBUTORS agrees, on behalf of MassMutual and the
Separate Account, and in its capacity as Underwriter, to undertake at its own
expense except as otherwise provided herein, to provide certain sales,
administrative and supervisory services relative to the Contract as described
below, and otherwise to perform all duties that are necessary and proper for the
distribution of the Contract as required under applicable federal and state
securities laws and NASD regulations.
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3. Selling Group. MML DISTRIBUTORS may enter into sales agreements for the
sale of the Contract with independent broker-dealer firms ("Independent
Brokers") whose registered representatives have been or shall be licensed and
appointed as life insurance agents of MassMutual. All such agreements shall be
in a form agreed to by MassMutual. All such agreements shall provide that the
Independent Brokers must assume full responsibility for continued compliance by
itself and its associated persons with the NASD Rules of Fair Practice (the
"Rules") and all applicable federal and state securities and insurance laws.
All associated persons of such Independent Brokers soliciting applications for
the Contract shall be duly and appropriately licensed and appointed for the sale
of the Contract under the Rules and applicable federal and state securities and
insurance laws.
4. Compliance and Supervision. All persons who are engaged directly or
indirectly in the operations of MML DISTRIBUTORS and MassMutual in connection
with the offer or sale of the Contract shall be considered a "person associated"
with MML DISTRIBUTORS as defined in Section 3(a)(18) of the 1934 Act. MML
DISTRIBUTORS shall have full responsibility for the securities activities of
each such person as contemplated by Section 15 of the 1934 Act.
MML DISTRIBUTORS shall be fully responsible for carrying out all compliance,
supervisory and other obligations hereunder with respect to the activities of
its registered representatives as required by the Rules and applicable federal
and state securities laws. Without limiting the generality of the foregoing, MML
DISTRIBUTORS agrees that it shall be fully responsible for:
(a) ensuring that no representative of MML DISTRIBUTORS shall offer or sell
the Contract until such person is appropriately licensed, registered, or
otherwise qualified to offer and sell such Contract under the federal
securities laws and any applicable securities laws of each state or other
jurisdiction in which such Contract may be lawfully sold, in which
MassMutual is licensed to sell the Contract, and in which such person shall
offer or sell the Contract; and
(b) training and supervising MassMutual's agents and brokers who are also
registered representatives of MML DISTRIBUTORS for purposes of complying on
a continuous basis with the Rules and with federal and state securities
laws applicable in connection with the offering and sale of the Contract.
In this connection, MML DISTRIBUTORS shall:
(i) jointly conduct with MassMutual such training (including the
preparation and utilization of training materials) as in the opinion
of MML DISTRIBUTORS and MassMutual is necessary to accomplish the
purposes of this Agreement;
(ii) establish and implement reasonable written procedures for
supervision of sales practices of registered representatives of MML
DISTRIBUTORS who sell the Contract;
(iii) provide a sufficient number of registered principals and an
adequately staffed compliance department to carry out the
responsibilities as set forth herein;
(iv) take reasonable steps to ensure that MassMutual agents and
brokers who are also registered representatives of MML DISTRIBUTORS
recommend the purchase of the Contract only upon reasonable grounds to
believe that the purchase of the Contract is suitable for such
applicant; and
(v) impose disciplinary measures on agents of MassMutual who are also
registered representatives of MML DISTRIBUTORS as required.
The parties hereto recognize that any registered representative of MML
DISTRIBUTORS or Independent Broker selling the Contract as contemplated by this
Agreement shall also be acting as an insurance agent of MassMutual or as an
insurance broker, and that the rights of MML DISTRIBUTORS and Independent Broker
to supervise such persons shall be limited to the extent specifically described
herein or required under applicable federal or state securities laws or NASD
regulations.
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5. Registration and Qualification of Contract. MassMutual has prepared or
caused to be prepared a registration statement describing the Contract, together
with exhibits thereto (hereinafter referred to as the "Registration Statement").
The Registration Statement includes a prospectus (the "Prospectus") for the
Contract.
MassMutual agrees to execute such papers and to do such acts and things as shall
from time-to-time be reasonably requested by MML DISTRIBUTORS for the purpose of
qualifying and maintaining qualification of the Contract for sale under
applicable state law and for maintaining the registration of the Separate
Account and interests therein under the 1933 Act and the 1940 Act, to the end
that there will be available for sale from time-to-time such amounts of the
Contract as MML DISTRIBUTORS may reasonably request. MassMutual shall advise
MML DISTRIBUTORS promptly of any action of the SEC or any authorities of any
state or territory, of which it is aware, affecting registration or
qualification of the Separate Account, or rights to offer the Contract for sale.
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statement in order to make the statements therein,
in light of the circumstances under which they were or are made, true, complete
or not misleading, MassMutual will forthwith prepare and furnish to MML
DISTRIBUTORS, without charge, amendments or supplements to the Registration
Statement sufficient to make the statements made in the Registration Statement
as so amended or supplemented true, complete and not misleading in light of the
circumstances under which they were made.
6. Representations of MassMutual. MassMutual represents and warrants to MML
DISTRIBUTORS and to the Independent Brokers as follows:
(a) MassMutual is an insurance company duly organized under the laws
of the Commonwealth of Massachusetts and is in good standing and is
authorized to conduct business under the laws of each state in which
the Contract are sold, that the Separate Account was legally and
validly established as a segregated asset account under the Insurance
Code of____________________, and that the Separate Account has been
properly registered as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as a segregated investment account
for the Contract.
(b) All persons that will be engaging in the offer or sale of the
Contract will be authorized insurance agents of MassMutual.
(c) The Registration Statement does not and will not contain any
misstatements of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were or are
made, not materially misleading.
(d) MassMutual shall make available to MML DISTRIBUTORS copies of all
financial statements that MML DISTRIBUTORS reasonably requests for use
in connection with the offer and sale of the Contract.
(e) No federal or state agency or bureau has issued an order
preventing or suspending the offer of the Contract or the use of the
Registration Statement, or of any part thereof, with respect to the
sale of the Contract.
(f) The offer and sale of the Contract is not subject to
registration, or if necessary, is registered, under the Blue Sky laws
of the states in which the Contract will be offered and sold.
(g) The Contract are qualified for offer and sale under the
applicable state insurance laws in those states in which the Contract
shall be offered for sale. In each state where such qualification is
effected, MassMutual shall file and make such statements or reports as
are or may be required by the laws of such state.
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(h) This Agreement has been duly authorized, executed and delivered
by MassMutual and constitutes the valid and legally binding obligation
of MassMutual. Neither the execution and delivery of this Agreement by
MassMutual nor the consummation of the transactions contemplated
herein will result in a breach or violation of any provision of the
state insurance laws applicable to MassMutual, any judicial or
administrative orders in which it is named or any material agreement
or instrument to which it is a party or by which it is bound.
7. Representations of MML DISTRIBUTORS. MML DISTRIBUTORS represents and
warrants to MassMutual as follows:
(a) MML DISTRIBUTORS is duly registered as a broker-dealer under the
1934 Act and is a member in good standing of the NASD and, to the
extent necessary to perform the activities contemplated hereunder, is
duly registered, or otherwise qualified, under the applicable
securities laws of every state or other jurisdiction in which the
Contract are available for sale.
(b) This Agreement has been duly authorized, executed and delivered
by MML DISTRIBUTORS and constitutes the valid and legally binding
obligation of MML DISTRIBUTORS. Neither the execution and delivery of
this Agreement by MML DISTRIBUTORS nor the consummation of the
transactions contemplated herein will result in a breach or violation
of any provision of the federal or state securities laws or the Rules,
applicable to MML DISTRIBUTORS, or any judicial or administrative
orders in which it is named or any material agreement or instrument to
which it is a party or by which it is bound.
(c) MML DISTRIBUTORS shall comply with the Rules and the securities
laws of any jurisdiction in which it sells, directly or indirectly,
any Contract.
8. Expenses. MML DISTRIBUTORS shall be responsible for all expenses incurred
in connection with its provision of services and the performance of its
obligations hereunder, except as otherwise provided herein.
MassMutual shall be responsible for all expenses of printing and distributing
the Prospectuses, and all other expenses of preparing, printing and distributing
all other sales literature or material for use in connection with offering the
Contract for sale.
9. Sales Literature and Advertising. MML DISTRIBUTORS agrees to ensure that
it uses and distributes only the Prospectus, statements of additional
information, or other applicable and authorized sales literature then in effect
in selling the Contract. MML DISTRIBUTORS is not authorized to give any
information or to make any representations concerning the Contract other than
those contained in the current Registration Statement filed with the SEC or in
such sales literature as may be authorized by MassMutual.
MML DISTRIBUTORS agrees to make timely filings with the SEC, the NASD, and such
other regulatory authorities as may be required of any sales literature or
advertising materials relating to the Contract and intended for distribution to
prospective investors. MassMutual shall review and approve all advertising and
sales literature concerning the Contract utilized by MML DISTRIBUTORS. MML
DISTRIBUTORS also agrees to furnish to MassMutual copies of all agreements and
plans it intends to use in connection with any sales of the Contract.
10. Applications. All applications for Contract shall be made on application
forms supplied by MassMutual, and shall be remitted by MML DISTRIBUTORS or
Independent Brokers promptly, together with such forms and any other required
documentation, directly to MassMutual at the address indicated on such
application or to such other address as MassMutual may, from time to time,
designate in writing. All applications are subject to acceptance or rejection
by MassMutual at its sole discretion.
11. Payments. All money payable in connection with any of the Contract,
whether as premiums, purchase payments or otherwise, and whether paid by, or on
behalf of any applicant or Contract owner, is the property of MassMutual and
shall be transmitted immediately in accordance with the administrative
procedures of MassMutual without any deduction or offset for any reason,
including by example but not limitation, any deduction or offset for
compensation claimed by MML DISTRIBUTORS. Checks or money orders as payment on
any Contract shall be drawn
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to the order of "Massachusetts Mutual Life Insurance Company." No cash payments
shall be accepted by MML DISTRIBUTORS in connection with the Contract. Unless
otherwise agreed to by MassMutual in writing, neither MML DISTRIBUTORS nor any
of MassMutual's agents nor any broker shall have an interest in any surrender
charges, deductions or other fees payable to MassMutual as set forth herein.
12. Insurance Licenses. MassMutual shall apply for and maintain the proper
insurance licenses and appointments for each of the agents and brokers selling
the Contract in all states or jurisdictions in which the Contract are offered
for sale by such person. MassMutual reserves the right to refuse to appoint any
proposed agent or broker, and to terminate an agent or broker once appointed.
MassMutual agrees to be responsible for all licensing or other fees required
under pertinent state insurance laws to properly authorize agents or brokers for
the sale of the Contract; however, the foregoing shall not limit MassMutual's
right to collect such amount from any person or entity other than MML
DISTRIBUTORS.
13. Agent/Broker Compensation. Commissions or other fees due all brokers and
agents in connection with the sale of Contract shall be paid by MassMutual, on
behalf of MML DISTRIBUTORS, to the persons entitled thereto in accordance with
the applicable agreement between each such broker or agent and MassMutual or a
general agent thereof. MML DISTRIBUTORS shall assist MassMutual in the payment
of such amounts as MassMutual shall reasonably request, provided that MML
DISTRIBUTORS shall not be required to perform any acts that would subject it to
registration under the insurance laws of any state. The responsibility of MML
DISTRIBUTORS shall include the performance of all activities by MML DISTRIBUTORS
necessary in order that the payment of such amounts fully complies with all
applicable federal and state securities laws. Unless applicable federal or
state securities law shall require, MassMutual retains the ultimate right to
determine the commission rate paid to its agents.
14. MML DISTRIBUTORS Compensation. As payment for its services hereunder, MML
DISTRIBUTORS shall receive an annual fee that has the following components: (1)
a fixed fee in the amount of $_____ per year, and (2) a variable fee in the
amount of __ basis points (.000x) per year of new sales of the Contract.
Payments shall commence and be made no later than December 31 of the year in
which a Contract is issued. The variable component of the fee shall be paid to
MML DISTRIBUTORS' affiliate, MML Insurance Agency, Inc. ("MMLIAI"). The fixed
component shall be renegotiated annually commencing in 1997. The last agreed-to
amounts for each of these fees shall remain in effect until the new fees are
mutually agreed upon and are set forth in schedules attached hereto.
15. Books and Records. MML DISTRIBUTORS and MassMutual shall each cause to be
maintained and preserved for the period prescribed such accounts, books, and
other documents as are required of it by the 1934 Act and any other applicable
laws and regulations. In particular, without limiting the foregoing, MML
DISTRIBUTORS shall cause all the books and records in connection with the offer
and sale of the Contract by its registered representatives to be maintained and
preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under
the 1934 Act, to the extent that such requirements are applicable to the
Contract. The books, accounts, and records of MML DISTRIBUTORS and MassMutual
as to all transactions hereunder shall be maintained so as to disclose clearly
and accurately the nature and details of the transactions. The payment of
premiums, purchase payments, commissions and other fees and payments in
connection with the Contract by its registered representatives shall be
reflected on the books and records of MML DISTRIBUTORS as required under
applicable NASD regulations and federal and state securities laws requirements.
MML DISTRIBUTORS and MassMutual, from time to time during the term of this
Agreement, shall divide the administrative responsibility for maintaining and
preserving the books, records and accounts kept in connection with the Contract;
provided, however, in the case of books, records and accounts kept pursuant to a
requirement of applicable law or regulation, the ultimate and legal
responsibility for maintaining and preserving such books, records and accounts
shall be that of the party which is required to maintain or preserve such books,
records and accounts under the applicable law or regulation, and such books,
records and accounts shall be maintained and preserved under the supervision of
that party. MML DISTRIBUTORS and MassMutual shall each cause the other to be
furnished with such reports as it may reasonably request for the purpose of
meeting its reporting and recordkeeping requirements under such regulations and
laws, and under the insurance laws of the Commonwealth of Massachusetts and any
other applicable states or jurisdictions.
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MML DISTRIBUTORS and MassMutual each agree and understand that all documents,
reports, records, books, files and other materials required under applicable
Rules and federal and state securities laws shall be the property of MML
DISTRIBUTORS, unless such documents, reports, records, books, files and other
materials are required by applicable regulation or law to be also maintained by
MassMutual, in which case such material shall be the joint property of MML
DISTRIBUTORS and MassMutual. All other documents, reports, records, books, files
and other materials maintained relative to this Agreement shall be the property
of MassMutual. Upon termination of this Agreement, all said material shall be
returned to the applicable party.
MML DISTRIBUTORS and MassMutual shall establish and maintain facilities and
procedures for the safekeeping of all books, accounts, records, files, and other
materials related to this Agreement. Such books, accounts, records, files, and
other materials shall remain confidential and shall not be voluntarily disclosed
to any other person or entity except as described below in section 16.
16. Availability of Records. MML DISTRIBUTORS and MassMutual shall each submit
to all regulatory and administrative bodies having jurisdiction over the sales
of the Contract, present or future, any information, reports, or other material
that any such body by reason of this Agreement may request or require pursuant
to applicable laws or regulations. In particular, without limiting the
foregoing, MassMutual agrees that any books and records it maintains pursuant to
paragraph 15 of this Agreement which are required to be maintained under Rule
17a-3 or 17a-4 of the 1934 Act shall be subject to inspection by the SEC in
accordance with Section 17(a) of the 1934 Act and Sections 30 and 31 of the 1940
Act.
17. Confirmations. MassMutual agrees to prepare and mail a confirmation for
each transaction in connection with the Contract at or before the completion
thereof as required by the 1934 Act and applicable interpretations thereof,
including Rule 10b-10 thereunder. Each such confirmation shall reflect the
facts of the transaction, and the form thereof will show that it is being sent
on behalf of MML DISTRIBUTORS or Independent Broker acting in the capacity of
agent for MassMutual.
18. Indemnification. MassMutual shall indemnify MML DISTRIBUTORS, Independent
Brokers, their registered representatives, officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and against
any and all losses, damages, liabilities, claims, demands, judgments,
settlements, costs and expenses of any nature whatsoever (including reasonable
attorneys' fees and disbursements) resulting or arising out of or based upon an
allegation or finding that: (i) the Registration Statement or any application or
other document or written information provided by or on behalf of MassMutual
includes any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they are made, not misleading, unless such statement or omission was
made in reliance upon, and in conformity with, written information furnished to
MassMutual by MML DISTRIBUTORS, Independent Brokers, or their registered
representatives specifically for use in the preparation thereof, or (ii) there
is a misrepresentation, breach of warranty or failure to fulfill any covenant or
warranty made or undertaken by MassMutual hereunder.
MML DISTRIBUTORS will indemnify MassMutual, its officers, directors, employees,
agents and controlling persons and hold such persons harmless, from and against
any and all losses, damages, liabilities, claims, demands, judgments,
settlements, costs and expenses of any nature whatsoever (including reasonable
attorneys' fees and disbursements) resulting or arising out of or based upon an
allegation or finding that: (i) MML DISTRIBUTORS or its registered
representatives offered or sold or engaged in any activity relating to the offer
and sale of the Contract which was in violation of any provision of the federal
securities laws or, (ii) there is a material misrepresentation, material breach
of warranty or material failure to fulfill any covenant or warranty made or
undertaken by MML DISTRIBUTORS hereunder.
Promptly after receipt by an indemnified party under this paragraph 18 of notice
of the commencement of any action by a third party, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under
this paragraph 18, notify the indemnifying party of the commencement thereof;
but the omission to notify the indemnifying party will not relieve the
indemnifying party from liability which the
70
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indemnifying party may have to any indemnified party otherwise than under this
paragraph. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
paragraph for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
19. Independent Contractor. MML DISTRIBUTORS shall be an independent
contractor. MML DISTRIBUTORS is responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. MML
DISTRIBUTORS assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
20. Termination. Subject to termination as hereinafter provided, this
Agreement shall remain in full force and effect for the initial term of the
Agreement, which shall be for a two year period commencing on the date first
above written, and this Agreement shall continue in full force and effect from
year to year thereafter, until terminated as herein provided.
This Agreement may be terminated by either party hereto upon 30 days written
notice to the other party, or at any time upon the mutual written consent of the
parties hereto. This Agreement shall automatically be terminated in the event of
its assignment. Subject to MassMutual's approval, however, MML DISTRIBUTORS may
delegate any duty or function assigned to it in this agreement provided that
such delegation is permissible under applicable law. Upon termination of this
Agreement, all authorizations, rights and obligations shall cease except the
obligations to settle accounts hereunder, including the settlement of monies due
in connection with the Contract in effect at the time of termination or issued
pursuant to applications received by MassMutual prior to termination.
21. Interpretation. This Agreement shall be subject to the provisions of the
1934 Act and the rules, regulations, and rulings thereunder and of the NASD,
from time to time in effect, and the terms hereof shall be interpreted and
construed in accordance therewith. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule, or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be interpreted in accordance with the laws of the Commonwealth of Massachusetts.
22. Non-exclusivity. The services of MML DISTRIBUTORS and MassMutual to the
Separate Account hereunder are not to be deemed exclusive and MML DISTRIBUTORS
and MassMutual shall be free to render similar services to others so long as
their services hereunder are not impaired or interfered with hereby.
23. Amendment. This Agreement constitutes the entire Agreement between the
parties hereto and may not be modified except in a written instrument executed
by all parties hereto.
24. Interests in and of MML DISTRIBUTORS. It is understood that any of the
policyholders, directors, officers, employees and agents of MassMutual may be a
shareholder, director, officer, employee, or agent of, or be otherwise
interested in, MML DISTRIBUTORS, any affiliated person of MML DISTRIBUTORS, any
organization in which MML DISTRIBUTORS may have an interest, or any organization
which may have an interest in MML DISTRIBUTORS; that MML DISTRIBUTORS, any such
affiliated person or any such organization may have an interest in MassMutual;
and that the existence of any such dual interest shall not affect the validity
hereof or of any transaction hereunder except as otherwise provided in the
Charter, Articles of Incorporation, or By-Laws of MassMutual and MML
DISTRIBUTORS, respectively, or by specific provision of applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officials thereunto duly authorized and seals to be affixed,
as of the day and year first above written.
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ATTEST: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, on its behalf and on behalf of CML/OFFITBANK
SEPARATE ACCOUNT
_________________________________________ By:
_________________________________
ATTEST: MML DISTRIBUTORS, LLC
______________________________________By:______________________________________
____________________
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<PAGE>
Exhibit 4.(a)
FORM OF GROUP VARIABLE DEFERRED ANNUITY CONTRACT
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SPRINGFIELD, MA 01111-0001
Contractholder: [ABC Bank]
Contract Number: [000000000000000000]
Contract Issue Date: [July 1, 1996]
Massachusetts Mutual Life Insurance Company (Company) will pay the proceeds of
this Group Annuity Contract in accordance with the provisions of this
Contract.
This Contract is issued by the Company at its Home Office, 1295 State Street,
Springfield, MA 01111-0001, on the Contract Issue Date. The Contract,
Certificate Application, Schedules, and any amendments, riders, or endorsements
attached constitute the entire Contract.
Participation in the Contract will be evidenced by issuance of a Certificate for
each Participant's interest under the Contract.
READ YOUR CONTRACT CAREFULLY
SECRETARY PRESIDENT
[OFFITBANK]
GROUP VARIABLE [DEFERRED] ANNUITY CONTRACT
WITH FLEXIBLE PURCHASE PAYMENTS
NONPARTICIPATING
PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS CONTRACT,
WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE
AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
Page 1 of 29
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
DEFINITIONS.......................................................... 4
PURCHASE PAYMENT PROVISIONS......................................... 6
PURCHASE PAYMENTS.................................................. 6
SUBSEQUENT PURCHASE PAYMENTS....................................... 6
ALLOCATION OF PURCHASE PAYMENTS.................................... 6
SEPARATE ACCOUNT PROVISIONS.......................................... 6
THE SEPARATE ACCOUNT............................................... 6
VALUATION OF ASSETS................................................ 6
ACCUMULATION UNITS................................................. 7
ACCUMULATION UNIT VALUE............................................ 7
MORTALITY AND EXPENSE RISK CHARGE.................................. 7
ADMINISTRATIVE CHARGE.............................................. 7
DISTRIBUTION CHARGE................................................ 8
MORTALITY AND EXPENSE GUARANTEE.................................... 8
ANNUAL CERTIFICATE MAINTENANCE CHARGE................................ 8
DEDUCTION FOR ANNUAL CERTIFICATE MAINTENANCE CHARGE................
TRANSFERS............................................................ 8
TRANSFERS DURING THE ACCUMULATION PERIOD........................... 8
TRANSFERS DURING THE ANNUITY PERIOD................................ 9
WITHDRAWAL PROVISIONS................................................ 10
WITHDRAWAL......................................................... 10
CONTINGENT DEFERRED SALES CHARGE................................... 10
WITHDRAWAL CHARGE.................................................. 10
PROCEEDS PAYABLE ON DEATH............................................ 11
DEATH OF PARTICIPANT DURING THE ACCUMULATION PERIOD................ 11
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD................ 11
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD............... 11
DEATH OF PARTICIPANT DURING THE ANNUITY PERIOD..................... 11
DEATH OF ANNUITANT................................................. 12
PAYMENT OF DEATH BENEFIT........................................... 12
BENEFICIARY........................................................ 12
CHANGE OF BENEFICIARY.............................................. 12
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION......................... 13
</TABLE>
Page 2 of 29
<PAGE>
<TABLE>
<CAPTION>
Page
<S> <C>
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS.......................... 13
ANNUITANT.......................................................... 13
PARTICIPANT........................................................ 13
JOINT PARTICIPANTS................................................. 13
ASSIGNMENT OF A CERTIFICATE........................................ 14
GENERAL PROVISIONS................................................... 14
THE CONTRACT....................................................... 14
CONTRACT AND CERTIFICATE CHANGES BY THE COMPANY.................... 14
CERTIFICATE CHANGES BY THE PARTICIPANT............................. 14
CONTRACT TERMINATION............................................... 15
INCONTESTABILITY................................................... 15
MISSTATEMENT OF AGE OR SEX......................................... 15
NON-BUSINESS DAYS.................................................. 15
NON-PARTICIPATING.................................................. 15
PROTECTION OF PROCEEDS............................................. 15
REGULATORY REQUIREMENTS............................................ 15
REPORTS............................................................ 15
PREMIUM AND OTHER TAXES............................................ 16
ANNUITY PROVISIONS................................................... 16
ANNUITY GUIDELINES................................................. 16
ANNUITY PAYMENTS................................................... 17
FIXED ANNUITY...................................................... 17
VARIABLE ANNUITY................................................... 17
ANNUITY UNITS AND PAYMENTS......................................... 17
ANNUITY UNIT VALUE................................................. 17
ANNUITY OPTIONS.................................................... 18
Annuity Option A - Life Income................................... 18
Annuity Option B - Life Income with Period Certain............... 18
Annuity Option C - Joint and Last Survivor Payments.............. 18
Annuity Option D - Joint and 2/3 Survivor Annuity................ 18
Annuity Option E - Period Certain................................ 18
Annuity Option F - Special Income Settlement Agreement........... 18
ANNUITY RATES........................................................ 19
Fixed Annuity Rates................................................ 19
Fixed Annuity Rates Table 1...................................... 20
Fixed Annuity Rates Table 2...................................... 21
Fixed Annuity Rates Table 3...................................... 22
Fixed Annuity Rates Table 4...................................... 23
Variable Annuity Rates............................................. 24
Variable Annuity Rates Table 5................................... 25
Variable Annuity Rates Table 6................................... 26
Variable Annuity Rates Table 7................................... 27
Variable Annuity Rates Table 8................................... 28
</TABLE>
Page 3 of 29
<PAGE>
DEFINITIONS
ACCUMULATION PERIOD The period prior to the commencement of Annuity Payments
during which Purchase Payments may be made by or on behalf
of a Participant with respect to a Certificate under this
Contract.
ACCUMULATION UNIT A unit of measure used to determine the value of the
Participant's interest in a Sub-Account of the Separate
Account during the Accumulation Period.
AGE The age of any Participant or Annuitant on his/her
birthday nearest the date for which age is being
determined.
ANNUITANT The primary person upon whose life Annuity Payments are to
be made. On or after the Annuity Date, the Annuitant shall
also include any joint Annuitant.
ANNUITY DATE The date on which Annuity Payments begin. The Annuity Date
is shown on the Certificate Schedule of this Contract.
ANNUITY PAYMENTS The series of payments that will begin on the Annuity
Date.
ANNUITY OPTIONS Options available for Annuity Payments.
ANNUITY PERIOD The period which begins on the Annuity Date and ends with
the last Annuity Payment.
ANNUITY RESERVE The assets which support the Annuity Option selected by
the Participant during the Annuity Period.
ANNUITY SERVICE The office indicated on the Certificate Schedule of this
CENTER Contract to which notices, requests and Purchase Payments
must be sent. All sums payable by the Company under this
Contract are payable only at the Annuity Service Center.
ANNUITY UNIT A unit of measure used to determine the amount of each
Variable Annuity Payment after the Annuity Date.
BENEFICIARY The person(s) or entity(ies) designated to receive the
death benefit provided by a Certificate under this
Contract.
CERTIFICATE An anniversary of the Issue Date of a Certificate.
ANNIVERSARY
CONTRACT An anniversary of the Issue Date of this Contract.
ANNIVERSARY
PARTICIPANT The person(s) or entity(ies) entitled to the ownership
rights stated in a Certificate and this Contract.
CERTIFICATE VALUE The sum of the Participant's interest in the Sub-Accounts
of the Separate Account during the Accumulation Period.
CERTIFICATE YEAR The first Certificate Year is the annual period which
begins on the Certificate Issue Date. Subsequent
Certificate Years begin on each anniversary of the
Certificate Issue Date.
Page 4 of 29
<PAGE>
CERTIFICATE The date on which the Certificate became effective. This
ISSUE DATE date is shown on each Certificate Schedule.
CONTRACT The date on which this Contract became effective.
ISSUE DATE
ELIGIBLE INVESTMENT An investment entity shown on a Certificate Schedule of
this Contract into which assets of the Separate Account
will be invested.
FIXED ANNUITY A series of payments made during the Annuity Period which
are guaranteed as to dollar amount by the Company.
GENERAL ACCOUNT The Company's general investment account which contains
all the assets of the Company with the exception of the
Separate Account and other segregated asset accounts.
NET PURCHASE A Purchase Payment less any Premium Tax assessed by any
PAYMENT state or other jurisdiction.
PREMIUM TAX A tax imposed by certain states and other jurisdictions
when a Purchase Payment is made, when Annuity Payments
begin, or when a Certificate is surrendered.
PURCHASE PAYMENT During the Accumulation Period, a payment made by or on
behalf of a Participant with respect to a Certificate
under this Contract.
REVISION DATE The date of any revised Certificate Schedule. A revised
Certificate Schedule bearing the latest Revision Date will
supersede all previous Certificate Schedules.
SEPARATE ACCOUNT The Company's Separate Account designated on each
Certificate Schedule.
SERIES A segment of an Eligible Investment which constitutes a
separate and distinct class of shares into which assets of
a Sub-Account will be invested.
SUB-ACCOUNT Separate Account assets are divided into Sub-Accounts
which are listed on each Certificate Schedule. Assets of
each Sub-Account will be invested in shares of an Eligible
Investment or a Series of an Eligible Investment.
VALUATION DATE Each day on which the Company, the New York Stock Exchange
("NYSE") and the Eligible Investments are open for
business.
VALUATION PERIOD The period of time beginning at the close of business of
the NYSE on each Valuation Date and ending at the close of
business for the next succeeding Valuation Date.
VARIABLE ANNUITY An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-
Accounts of the Separate Account.
WRITTEN REQUEST A request in writing, in a form satisfactory to the
Company, which is received by the Annuity Service Center.
Page 5 of 29
<PAGE>
PURCHASE PAYMENT PROVISIONS
PURCHASE PAYMENTS
The initial Purchase Payment for each Certificate is due on each Certificate
Issue Date. The minimum and maximum subsequent and total Purchase Payments are
shown on the Certificate Schedule. The Company reserves the right to reject any
Application or Purchase Payment.
SUBSEQUENT PURCHASE PAYMENTS
Subject to the minimum subsequent and maximum total shown on the Certificate
Schedule, the Participant may make subsequent Purchase Payments.
ALLOCATION OF PURCHASE PAYMENTS
The allocation of the initial Net Purchase Payment is made in accordance with
the selection made by a Participant at the time the Participant's Certificate is
issued. Unless otherwise changed by Written Request by a Participant, subsequent
Net Purchase Payments are allocated in the same manner as the initial Net
Purchase Payment. Allocation of the Net Purchase Payments is subject to the
Allocation Guidelines shown on the Certificate Schedule. The Company has
reserved the right to allocate initial Purchase Payments to the Money Market
Sub-Account until the expiration of the Right to Examine Certificate period as
set forth in the Certificate.
SEPARATE ACCOUNT PROVISIONS
THE SEPARATE ACCOUNT
The Separate Account is designated on the Certificate Schedule and consists of
assets set aside by the Company, which are kept separate from that of the
general assets and all other separate account assets of the Company. The assets
of the Separate Account equal to reserves and other liabilities will not be
charged with liabilities arising out of any other business the Company may
conduct.
The Separate Account assets are divided into Sub-Accounts. The Sub-Accounts
which are available under a Certificate are listed in the Certificate Schedule.
The assets of the Sub-Accounts are allocated to the Eligible Investment(s) and
the Series, if any, within an Eligible Investment shown on the Certificate
Schedule. The Company may, from time to time, add additional Eligible
Investments or Series to those shown on the Certificate Schedule. The
Participant may be permitted to transfer Certificate Values or allocate Net
Purchase Payments to the additional Eligible Investments or Series. However, the
right to make such transfers or allocations will be limited by the terms and
conditions imposed by the Company.
Should the shares of any such Eligible Investment(s) or any Series within an
Eligible Investment become unavailable for investment by the Separate Account,
or the Company's Board of Directors deems further investment in these shares
inappropriate, the Company may limit further purchase of such shares or may
substitute shares of another Eligible Investment or Series for shares already
purchased under the Certificates of this Contract.
VALUATION OF ASSETS
The assets of the Separate Account are valued at their fair market value in
accordance with procedures of the Company.
Page 6 of 29
<PAGE>
ACCUMULATION UNITS
During the Accumulation Period, Accumulation Units shall be used to account for
all amounts allocated to or withdrawn from the Sub-Accounts of the Separate
Account as a result of Purchase Payments, withdrawals, transfers, or fees and
charges. The Company will determine the number of Accumulation Units of a Sub-
Account purchased or canceled. This will be done by dividing the amount
allocated to (or the amount withdrawn from) the Sub-Account by the dollar value
of one Accumulation Unit of the Sub-Account as of the end of the Valuation
Period during which the request for the transaction is received at the Annuity
Service Center.
ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are determined
by multiplying the Accumulation Unit Value for the immediately preceding
Valuation Period by the Net Investment Factor for the Sub-Account for the
current Valuation Period.
The Net Investment Factor for each Sub-Account is determined by dividing A by B
and subtracting C where:
A is (i) the net asset value per share of the Eligible Investment or
Series of an Eligible Investment held by the Sub-Account for the
current Valuation Period; plus
(ii) any dividend per share declared on behalf of such Eligible
Investment or Series that has an ex-dividend date within the current
Valuation Period; less
(iii) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation or
maintenance of the Sub-Account.
B is the net asset value per share of the Eligible Investment or Series
of an Eligible Investment held by the Sub-Account for the
immediately preceding Valuation Period.
C is the cumulative unpaid charge for the Mortality and Expense Risk
Charge, for the Administrative Charge and for the Distribution
Charge which are shown on the Certificate Schedule.
The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.
MORTALITY AND EXPENSE RISK CHARGE
Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
from each Sub-Account of the Separate Account which is equal, on an annual
basis, to the amount shown on the Certificate Schedule. The Mortality and
Expense Risk Charge compensates the Company for assuming the mortality and
expense risks under the Certificates of this Contract.
ADMINISTRATIVE CHARGE
Each Valuation Period, the Company deducts an Administrative Charge from each
Sub-Account of the Separate Account which is equal, on an annual basis, to the
amount shown on the Certificate Schedule. The Administrative Charge compensates
the Company for the costs associated with the administration of the Certificates
under this Contract and the Separate Account.
Page 7 of 29
<PAGE>
DISTRIBUTION CHARGE
Each Valuation Period, the Company deducts a Distribution Charge from each Sub-
Account of the Separate Account which is equal, on an annual basis to the amount
shown on the Certificate Schedule. The Distribution Charge compensates the
Company for the costs associated with the distribution of the Certificates under
this Contract.
MORTALITY AND EXPENSE GUARANTEE
The Company guarantees that the dollar amount of each Annuity Payment after the
first Annuity Payment will not be affected by variations in mortality or expense
experience.
ANNUAL CERTIFICATE MAINTENANCE CHARGE
DEDUCTION FOR ANNUAL CERTIFICATE MAINTENANCE CHARGE
The Company deducts an Annual Certificate Maintenance Charge from the
Certificate Value or Annuity Payments to reimburse it for expenses relating to
maintenance of the Certificate. The Annual Certificate Maintenance Charge is
shown on the Certificate Schedule.
TRANSFERS
TRANSFERS DURING THE ACCUMULATION PERIOD
Subject to any limitations imposed by the Company on the number of transfers,
shown on the Certificate Schedule, that can be made during the Accumulation
Period, the Participant may transfer all or part of the Participant's interest
in a Sub-Account by Written Request without the imposition of any fee or charge
if there have been no more than the number of free transfers shown on the
Certificate Schedule. All transfers are subject to the following:
1. If more than the number of free transfers have been made, the Company
will deduct a Transfer Fee, shown on the Certificate Schedule, for
each subsequent transfer permitted. The Transfer Fee will be deducted
from the Participant's interest in the Sub-Account from which the
transfer is made. However, if the Participant's entire interest in a
Sub-Account is being transferred, the Transfer Fee will be deducted
from the amount which is transferred. If Certificate Values are being
transferred from more than one Sub-Account, any Transfer Fee will be
allocated to those Sub-Accounts on a pro-rata basis in proportion to
the amount transferred from each Sub-Account.
2. The minimum amount which can be transferred is shown on the
Certificate Schedule. The minimum amount which must remain in a Sub-
Account is shown on the Certificate Schedule.
3. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege
described above.
If the Participant elects to use this transfer privilege, the Company will not
be liable for transfers made in accordance with the Participant's instructions.
All amounts and Accumulation Units will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Center.
Page 8 of 29
<PAGE>
TRANSFERS DURING THE ANNUITY PERIOD
During the Annuity Period, the Participant may make transfers, by Written
Request, as follows:
1. The Participant may make transfers of Annuity Reserves between Sub-
Accounts, subject to any limitations imposed by the Company on the
number of transfers, shown on the Certificate Schedule, that can be
made. If more than the number of free transfers have been made, the
Company will deduct a Transfer Fee, shown on the Certificate Schedule,
for each subsequent transfer permitted. The Transfer Fee will be
deducted from the Participant's interest in the Sub-Account from which
the transfer is made. However, if the Participant's entire interest in
a Sub-Account is being transferred, the Transfer Fee will be deducted
from the amount which is transferred. If Annuity Reserves are being
transferred from more than one Sub-Account, any Transfer Fee will be
allocated to those Sub-Accounts on a pro-rata basis in proportion to
the amount transferred from each Sub-Account.
2. The Participant may, once each Certificate Year, make a transfer from
one or more Sub-Accounts to the General Account. The Participant may
not make a transfer from the General Account to the Separate Account.
3. Transfers between Sub-Accounts will be made by converting the number
of Annuity Units being transferred to the number of Annuity Units of
the Sub-Account to which the transfer is made, so that the next
Annuity Payment if it were made at that time would be the same amount
that it would have been without the transfer. Thereafter, Annuity
Payments will reflect changes in the value of the new Annuity Units.
The amount transferred to the General Account from a Sub-Account will
be based on the Annuity Reserves for the Participant in that Sub-
Account. Transfers to the General Account will be made by converting
the Annuity Units being transferred to purchase fixed Annuity Payments
under the Annuity Option in effect and based on the Age of the
Annuitant at the time of the transfer.
4. The minimum amount which can be transferred is shown on the
Certificate Schedule. The minimum amount which must remain in a Sub-
Account is shown on the Certificate Schedule.
5. The Company reserves the right, at any time and without prior notice
to any party, to terminate, suspend or modify the transfer privilege
described above.
If the Participant elects to use this transfer privilege, the Company will not
be liable for transfers made in accordance with the Participant's instructions.
All amounts and Annuity Unit Values will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Center.
Page 9 of 29
<PAGE>
WITHDRAWAL PROVISIONS
WITHDRAWAL
During the Accumulation Period, the Participant may, upon Written Request, make
a total or partial withdrawal of the Certificate Withdrawal Value. The
Certificate Withdrawal Value is:
1. The Certificate Value as of the end of the Valuation Period during
which a Written Request for a withdrawal is received; less
2. Any applicable Premium Taxes not previously deducted; less
3. The Contingent Deferred Sales Charge, if any; less
4. The Withdrawal Charge, if any; less
5. The Annual Certificate Maintenance Charge, if any; less
6. Any Purchase Payments credited to the Certificate when based upon
checks that have not cleared the drawer bank.
A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account in the ratio that the Participant's interest in the Sub-
Account bears to the total Certificate Value. The Participant must specify by
Written Request in advance which Sub-Account Units are to be canceled if other
than the above method is desired. If the Participant makes a total withdrawal,
all of the Participant's rights and interests in the Certificate will terminate.
The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of Payments
Provision is in effect.
Each partial withdrawal must be for an amount which is not less than the minimum
amount shown on the Certificate Schedule. The Certificate Value which must
remain in a Certificate after a partial withdrawal is shown on the Certificate
Schedule. The Company reserves the right to limit the number of partial
withdrawals that can be made from a Certificate. The current number of partial
withdrawals permitted is shown on the Certificate Schedule.
CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge may be deducted in the event of a withdrawal
of all or a portion of the Certificate Value. The Contingent Deferred Sales
Charge and Free Withdrawal Amounts are set out on the Certificate Schedule.
WITHDRAWAL CHARGE
A service fee (Withdrawal Charge) may be deducted in the event of a withdrawal.
The Withdrawal Charge is set out on the Certificate Schedule.
Page 10 of 29
<PAGE>
PROCEEDS PAYABLE ON DEATH
DEATH OF PARTICIPANT DURING THE ACCUMULATION PERIOD
Upon the death of the Participant or a Joint Participant during the Accumulation
Period, the death benefit will be paid to the Beneficiary designated by the
Participant. Upon the death of a Joint Participant, the surviving Joint
Participant, if any, will be treated as the Primary Beneficiary. Any other
Beneficiary designation on record at the time of death will be treated as a
Contingent Beneficiary.
A Beneficiary may request that the death benefit be paid under one of the Death
Benefit Options below. If the Beneficiary is the spouse of the Participant he or
she may elect to continue the Certificate at the then current Certificate Value
in his or her own name and exercise all the Participant's rights under the
Certificate.
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
The death benefit during the Accumulation Period will be the Certificate Value
determined and paid as of the end of the Valuation Period during which the
Company receives both due proof of death and an election for the payment method.
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD
A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Participant during the
Accumulation Period:
Option 1 - lump sum payment of the death benefit; or
---------
Option 2 - the payment of the entire death benefit within 5 years of
---------
the date of the death of the Participant; or
Option 3 - payment of the death benefit under an Annuity Option over
---------
the lifetime of the Beneficiary or over a period not
extending beyond the life expectancy of the Beneficiary with
distribution beginning within one year of the date of death
of the Participant or any Joint Participant.
Any portion of the death benefit not applied under Option 3 within one year of
the date of the Participant's death must be distributed within five years of the
date of death.
A spousal Beneficiary may elect to continue a Certificate in his or her own
name, elect a lump sum payment of the death benefit or apply the death benefit
to an Annuity Option.
If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.
Payment to the Beneficiary, other than in a lump sum, may only be elected during
the sixty-day period beginning with the date of receipt by the Company of proof
of death.
DEATH OF PARTICIPANT DURING THE ANNUITY PERIOD
If the Participant or a Joint Participant, who is not the Annuitant, dies during
the Annuity Period, any remaining payments under the Annuity Option elected will
continue at least as rapidly as under the method of distribution in effect at
such Participant's death. Upon the death of a Participant during the Annuity
Period, the Beneficiary becomes the Participant.
Page 11 of 29
<PAGE>
DEATH OF ANNUITANT
Upon the death of the Annuitant, who is not a Participant, during the
Accumulation Period, the Participant may designate a new Annuitant, subject to
the Company's underwriting rules then in effect. If no designation is made
within 30 days of the death of the Annuitant, the Participant will become the
Annuitant. If the Participant is a non-natural person, the death of the
Annuitant will be treated as the death of the Participant and a new Annuitant
may not be designated.
Upon the death of the Annuitant on or after the Annuity Date, the death benefit,
if any, will be as specified in the Annuity Option elected. Death benefits will
be paid at least as rapidly as under the method of distribution in effect at the
Annuitant's death.
PAYMENT OF DEATH BENEFIT
The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:
1. a certified death certificate;
2. a certified decree of a court of competent jurisdiction as to the
finding of death; or
3. any other proof satisfactory to the Company.
All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.
BENEFICIARY
The Beneficiary designation in effect on the Certificate Issue Date will remain
in effect until changed. Unless the Participant provides otherwise, the death
benefit will be paid in equal shares to the survivor(s) as follows:
1. to the Primary Beneficiary(ies) who survive the Participant's and/or
the Annuitant's death, as applicable; or if there are none
2. to the Contingent Beneficiary(ies) who survive the Participant's
and/or the Annuitant's death, as applicable; or if there are none
3. to the estate of the Participant.
Beneficiaries may be named irrevocably. A change of Beneficiary requires the
consent of any irrevocable Beneficiary. If an irrevocable Beneficiary is named,
the Participant retains all other contractual rights.
CHANGE OF BENEFICIARY
Subject to the rights of any irrevocable Beneficiary(ies), the Participant may
change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). A change may
be made by Written Request. The change will take effect as of the date the
notice is signed. The Company will not be liable for any payment made or action
taken before it records the change.
Page 12 of 29
<PAGE>
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION
The Company reserves the right to suspend or postpone payments for a withdrawal
or transfer for any period when:
1. The New York Stock Exchange is closed (other than customary weekend
and holiday closings);
2. Trading on the New York Stock Exchange is restricted;
3. An emergency exists as a result of which disposal of securities held
in the Separate Account is not reasonably practicable or it is not
reasonably practicable to determine the value of the Separate
Account's net assets; or
4. During any other period when the Securities and Exchange Commission,
by order, so permits for the protection of Participants;
provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS
ANNUITANT
The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Participant at the Certificate Issue
Date, unless changed prior to the Annuity Date. The Annuitant may not be changed
in a Certificate which is owned by a non-natural person. Any change of Annuitant
is subject to the Company's underwriting rules then in effect.
PARTICIPANT
The Participant has all rights under a Certificate issued under this Contract.
The Participant is the person designated as such on the Certificate Issue Date,
unless changed.
The Participant may change owners at any time prior to the Annuity Date by
Written Request. A change of Participant will automatically revoke any prior
designation of Participant. The change will become effective as of the date the
Written Request is signed. A new designation of Participant will not apply to
any payment made or action taken by the Company prior to the time it was
received.
JOINT PARTICIPANTS
A Certificate can be owned by Joint Participants. If Joint Participants are
named, any Joint Participant must be the spouse of the other Participant. Upon
the death of either Participant, the surviving spouse will be the Primary
Beneficiary. Any other Beneficiary designation will be treated as a Contingent
Beneficiary unless otherwise indicated in a Written Request.
Page 13 of 29
<PAGE>
ASSIGNMENT OF A CERTIFICATE
A Written Request specifying the terms of an assignment of a Certificate must be
provided to the Annuity Service Center. Until the Written Request is received,
the Company will not be required to take notice of or be responsible for any
transfer of interest in this Certificate by assignment, agreement, or otherwise.
The Company will not be responsible for the validity or tax consequences of any
assignment. Any assignment made after the death benefit has become payable will
be valid only with the Company's consent.
If a Certificate is assigned, the Participant's rights may only be exercised
with the consent of the assignee of record.
GENERAL PROVISIONS
THE CONTRACT
The entire Contract consists of this Contract, any Certificate, any Application
and any amendments, schedules, riders or endorsements attached to or included
under this Contract.
CONTRACT AND CERTIFICATE CHANGES BY THE COMPANY
The Company reserves the right to amend this Contract and the Certificates to
meet the requirements of any applicable federal or state laws or regulations, or
as otherwise provided in this Contract and the Certificates. The Company will
notify the Contractholder and the Participants in writing of such amendments.
Any changes to this Contract and the Certificates by the Company must be signed
by an authorized officer of the Company. Agents of the Company have no authority
to alter or modify any of the terms, conditions, agreements of this Contract and
the Certificate, or to waive any of its provisions.
CERTIFICATE CHANGES BY THE PARTICIPANT
The Participant may, subject to the Company's underwriting rules then in effect
and in accordance with the provisions of this Contract and the Certificate, by
Written Request:
1. change the Participant;
2. change the Annuity Date and/or the Annuity Option at any time up to
thirty (30) calendar days before the current Annuity Date, provided
the Annuitant is then living;
3. change the Beneficiary; or
4. change the Annuitant, prior to the Annuity Date.
A change of Annuitant, Annuity Date and Annuity Option will take effect on the
date the Written Request is received.
Page 14 of 29
<PAGE>
CONTRACT TERMINATION
This Contract will terminate on the date the last Annuity Payment and death
benefit payment is paid to the last Annuitant, Joint Annuitant, Joint
Participant and Beneficiary, and the entire Certificate Value has been paid
under each Certificate.
INCONTESTABILITY
The Company shall not contest the validity of Certificates issued under this
Contract.
MISSTATEMENT OF AGE OR SEX
If the Annuitant's Age or sex has been incorrectly stated, the Annuity Payment
payable will be that which the Certificate Value, reduced by any applicable
Premium Tax, Annual Certificate Maintenance Charge, and Contingent Deferred
Sales Charge, would have purchased at the correct Age and sex. After correction,
the Annuitant will receive the sum of any underpayments made by the Company
within thirty (30) calendar days. The amount of any overpayments made by the
Company will be charged against the payment(s) following the correction.
NON-BUSINESS DAYS
If the due date for any activity required by the Contract or Certificate falls
on a non-business day for the Company, performance will be rendered on the first
business day following the due date.
NON-PARTICIPATING
This Contract and the Certificate are non-participating and will not share in
any surplus earnings of the Company. No dividends are payable on this Contract
or the Certificate.
PROTECTION OF PROCEEDS
To the extent permitted by law, all payments under this Contract or Certificate
shall be free from legal process and the claim of any creditor if the person is
entitled to them under this Contract or Certificate. No payment and no amount
under this Contract or Certificate can be taken or assigned in advance of its
payment date unless the Company receives the Contractholder's or Participant's
written consent.
REGULATORY REQUIREMENTS
All values payable under this Contract and Certificates will not be less than
the minimum benefits required by the laws and regulations of the state in which
this Contract and the Certificates are delivered.
REPORTS
Each year the Company will provide to the Participant an accounting of Purchase
Payments, transfers, withdrawals, charges applicable to the Certificate, and any
other information required under state or federal law.
Page 15 of 29
<PAGE>
PREMIUM AND OTHER TAXES
Any Premium Taxes relating to a Certificate may be deducted from the Purchase
Payments or Certificate Value when incurred. The Company will, in its sole
discretion, determine when Premium Taxes have resulted from: the investment
experience of the Separate Account; receipt by the Company of the Purchase
Payments; or commencement of Annuity Payments. The Company may, at its sole
discretion, pay such Premium Taxes when due and deduct that amount from the
Certificate Value at a later date. Payment at an earlier date does not waive
any right the Company may have to deduct amounts at a later date.
The Company will deduct any withholding taxes required by applicable law.
The Company reserves the right to establish a provision for federal income taxes
if it determines, in its sole discretion, that it will incur a tax as a result
of the operation of the Separate Account. The Company will deduct for any income
taxes incurred by it as a result of the operation of the Separate Account
whether or not there was a provision for taxes and whether or not it was
sufficient.
ANNUITY PROVISIONS
ANNUITY GUIDELINES
Once a Certificate reaches the Annuity Date, the following guidelines apply:
1. The Participant may elect to have the Certificate Value applied to
provide a Variable Annuity, a Fixed Annuity, or a combination Fixed
and Variable Annuity. If a combination is elected, the Participant
must specify what part of the Certificate Value is to be applied to
the Fixed and Variable options.
2. The amount applied to an Annuity Option on the Annuity Date, excluding
any death benefit proceeds applied to an Annuity Option, is equal to
the Certificate Value minus any applicable Premium Tax, Annual
Certificate Maintenance Charge and Contingent Deferred Sales Charge
shown on the Certificate Schedule.
3. The minimum amount that may be applied under any Annuity Option, and
the minimum periodic Annuity Payment allowed, are set forth on the
Certificate Schedule in the Annuity Guideline Parameters.
4. Participants select an Annuity Date at the Certificate Issue Date.
Participants may change the Annuity Date at any time up to thirty (30)
calendar days prior to the current Annuity Date by Written Request.
Any Annuity Date selected is subject to the Annuity Guideline
Parameters set forth on the Certificate Schedule.
5. If no Annuity Option has been chosen at least thirty (30) calendar
days before the Annuity Date, the Company will make payments to the
Annuitant under Option B, with 10 years of payments guaranteed. Unless
specified otherwise, the Certificate Value shall be used to provide a
Variable Annuity.
Page 16 of 29
<PAGE>
ANNUITY PAYMENTS
The Company will make Annuity Payments beginning on the Annuity Date, provided
no death benefit has become payable and the Participant has by Written Request
selected an available Annuity Option and payment schedule. Except as otherwise
agreed to by the Participant and the Company, Annuity Payments will be payable
monthly. The Annuity Option and frequency of Annuity Payments may not be changed
by the Participant after Annuity Payments begin. Unless the Participant
specifies otherwise, the payee of the Annuity Payments shall be the Annuitant.
If the amount of the Annuity Payment will depend on the Age or sex of the
Annuitant, the Company reserves the right to ask for satisfactory proof of the
Annuitant's (or Joint Annuitant's, if any) Age and sex. The Company reserves the
right to delay Annuity Payments until acceptable proof is received.
FIXED ANNUITY
A Fixed Annuity provides for payments which do not fluctuate based on investment
performance.
The Fixed Annuity shall be determined by applying the Annuity Purchase Rates set
forth in the Fixed Annuity Rate Tables below to the portion of the Certificate
Value allocated to the Fixed Annuity Option selected by the Participant.
VARIABLE ANNUITY
A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the allocation of the Certificate Value among
the Sub-Accounts.
ANNUITY UNITS AND PAYMENTS
The dollar amount of each Variable Annuity payment depends on the number of
Annuity Units credited to that Annuity Option, and the value of those Units. The
number of Annuity Units is determined as follows:
1. The number of Annuity Units credited in each Sub-Account will be
determined by dividing the product of the portion of the Certificate
Value to be applied to the Sub-Account and the Annuity Purchase Rate
by the value of one Annuity Unit in that Sub-Account on the Annuity
Date. The purchase rates are set forth in the Variable Annuity Rate
Tables below.
2. For each Sub-Account, the amount of each Annuity Payment equals the
product of the Annuitant's number of Annuity Units and the Annuity
Unit Value on the payment date. The amount of each payment may vary.
ANNUITY UNIT VALUE
The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.
The Sub-Account Annuity Unit Value at the end of any subsequent Valuation Period
is determined as follows:
Page 17 of 29
<PAGE>
1. The Net Investment Factor for the current Valuation Period is
multiplied by the value of the Annuity Unit for the Sub-Account for
the immediately preceding Valuation Period.
2. The result in (1) is then divided by an assumed investment factor. The
assumed investment rate factor equals 1.00 plus the assumed investment
rate for the number of days since the preceding Valuation Date.
Assumed investment rate is based on an effective annual rate of [4%].
The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.
ANNUITY OPTIONS
The Participant may choose periodic fixed and/or variable Annuity Payments under
any one of the Annuity Options described below. The Company may consent to other
plans of payment before the Annuity Date.
The following Annuity Options are available:
Annuity Option A - Life Income
- ----------------
Periodic payments will be made as long as the Annuitant lives.
Annuity Option B - Life Income with Period Certain
- ----------------
Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5), ten
(10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed annuity payments remaining commuted and paid
in a lump sum.
Annuity Option C - Joint and Last Survivor Payments
- ----------------
Periodic payments will be made during the joint lifetime of two Annuitants
continuing in the same amount during the lifetime of the surviving Annuitant.
Annuity Option D - Joint and 2/3 Survivor Annuity
- ----------------
Periodic payments will be made during the joint lifetime of two Annuitants.
Payments will continue during the lifetime of the surviving Annuitant and will
be computed on the basis of two-thirds of the annuity payment (or Units) in
effect during the joint lifetime.
Annuity Option E - Period Certain
- ----------------
Periodic payments will be made for a specified period. The specified period must
be at least five (5) years and cannot be more than thirty (30) years. If the
Participant does not desire payments to continue for the remainder of the
guaranteed period, he/she may elect to have the present value of the remaining
payments commuted and paid in a lump sum or as an Annuity Option purchased at
the date of such election.
Annuity Option F - Special Income Settlement Agreement
- ----------------
The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Participant and the Company.
Page 18 of 29
<PAGE>
ANNUITY RATES
-------------
FIXED ANNUITY RATES
- -------------------
Notes to Tables
- ---------------
Table 1 - Annuity Options A and B
Table 2 - Annuity Option C
Table 3 - Annuity Option D
Table 4 - Annuity Option E
Note 1: If the single premium immediate annuity rates offered by the Company
and designated by the Company for this purpose on the Annuity Date are
more favorable than the minimum guaranteed rates used to develop
Tables 1, 2, 3 or 4, those rates will be used.
Note 2: The 1983 Table "a" mortality table, projected to the year 2015 with
Projection Scale G, applies to all Annuity Options which include life
contingent payments. Where applicable, unisex mortality rates and
projection factors are based on a 40%/60% male/female weighting.
Note 3: The Annuity Option rates shown in Tables 1, 2, 3, and 4 are based on
an effective annual interest rate of 3%.
Note 4: Rates will be determined based on the age(s) of any Annuitant(s) on
his/her birthday nearest the Annuity Date. The tables below show
Annuity Option rates based on age nearest birthday.
Note 5: The purchase rate for any age or combination of ages not shown in the
tables below will be calculated on the same basis as the payments for
those shown and may be obtained by Written Request.
Page 19 of 29
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 1 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
- -------------------------------------------------------------------------
MALE FEMALE
- -------------------------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Only C&L C&L C&L Age
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.94 3.93 3.91 3.84 3.64 3.64 3.63 3.60 50
51 4.00 3.99 3.97 3.89 3.69 3.69 3.68 3.64 51
52 4.07 4.06 4.04 3.94 3.74 3.74 3.73 3.69 52
53 4.13 4.13 4.10 4.00 3.80 3.79 3.78 3.74 53
54 4.21 4.20 4.17 4.06 3.85 3.85 3.84 3.79 54
55 4.29 4.28 4.25 4.11 3.92 3.91 3.90 3.84 55
56 4.37 4.36 4.32 4.17 3.98 3.98 3.96 3.90 56
57 4.45 4.44 4.40 4.23 4.05 4.04 4.03 3.95 57
58 4.54 4.53 4.49 4.30 4.12 4.11 4.10 4.01 58
59 4.64 4.63 4.58 4.36 4.20 4.19 4.17 4.07 59
60 4.74 4.73 4.67 4.42 4.28 4.27 4.25 4.13 60
61 4.85 4.84 4.77 4.49 4.36 4.35 4.33 4.20 61
62 4.97 4.95 4.88 4.56 4.45 4.44 4.41 4.27 62
63 5.10 5.07 4.99 4.62 4.55 4.54 4.50 4.33 63
64 5.23 5.20 5.11 4.69 4.65 4.64 4.60 4.40 64
65 5.37 5.34 5.23 4.75 4.76 4.75 4.70 4.47 65
66 5.53 5.49 5.35 4.82 4.88 4.86 4.81 4.55 66
67 5.69 5.64 5.49 4.88 5.00 4.98 4.92 4.62 67
68 5.86 5.81 5.63 4.94 5.13 5.11 5.04 4.69 68
69 6.05 5.98 5.77 5.00 5.28 5.25 5.17 4.76 69
70 6.25 6.17 5.92 5.06 5.43 5.40 5.30 4.83 70
71 6.45 6.36 6.07 5.11 5.60 5.56 5.44 4.90 71
72 6.67 6.56 6.23 5.16 5.77 5.73 5.59 4.97 72
73 6.91 6.78 6.39 5.21 5.97 5.92 5.75 5.03 73
74 7.16 7.00 6.56 5.25 6.18 6.11 5.91 5.09 74
75 7.42 7.24 6.72 5.29 6.40 6.33 6.08 5.15 75
76 7.71 7.49 6.90 5.33 6.64 6.55 6.26 5.20 76
77 8.01 7.76 7.07 5.36 6.90 6.79 6.44 5.25 77
78 8.34 8.04 7.24 5.38 7.17 7.04 6.63 5.29 78
79 8.69 8.33 7.42 5.41 7.47 7.31 6.82 5.32 79
80 9.06 8.64 7.59 5.43 7.79 7.59 7.01 5.36 80
81 9.46 8.95 7.77 5.45 8.14 7.90 7.21 5.39 81
82 9.88 9.29 7.94 5.46 8.51 8.22 7.40 5.41 82
83 10.34 9.63 8.10 5.47 8.92 8.56 7.59 5.43 83
84 10.82 9.99 8.25 5.48 9.35 8.91 7.78 5.45 84
85 11.34 10.36 8.40 5.49 9.83 9.29 7.96 5.47 85
- -----------------------------------------------------------------------
</TABLE>
Page 20 of 29
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 2 - OPTION C
MONTHLY PAYMENT PER $1,000
- -----------------------------------------------------------------------------------
MALE/FEMALE JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------
MALE FEMALE AGE MALE
--------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.11 3.18 3.24 3.30 3.34 3.38 3.40 3.42 3.43 3.44 40
45 3.15 3.24 3.33 3.41 3.48 3.54 3.58 3.61 3.63 3.65 45
50 3.18 3.29 3.41 3.52 3.63 3.72 3.79 3.84 3.88 3.90 50
55 3.21 3.33 3.48 3.63 3.77 3.91 4.02 4.11 4.18 4.22 55
60 3.22 3.36 3.53 3.71 3.91 4.10 4.28 4.43 4.55 4.63 60
65 3.24 3.39 3.57 3.78 4.02 4.28 4.55 4.79 4.99 5.14 65
70 3.24 3.40 3.59 3.83 4.11 4.44 4.79 5.16 5.50 5.77 70
75 3.25 3.41 3.61 3.86 4.17 4.55 5.00 5.51 6.01 6.47 75
80 3.25 3.42 3.62 3.88 4.21 4.64 5.16 5.80 6.51 7.22 80
85 3.25 3.42 3.63 3.90 4.24 4.69 5.27 6.03 6.94 7.94 85
- ------------------------------------------------------------------------------------
MALE(1)MALE(2) JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
--------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------
40 3.17 3.24 3.29 3.33 3.37 3.40 3.41 3.43 3.44 3.44 40
45 3.24 3.32 3.40 3.47 3.53 3.57 3.60 3.63 3.64 3.65 45
50 3.29 3.40 3.51 3.61 3.70 3.77 3.83 3.87 3.89 3.91 50
55 3.33 3.47 3.61 3.75 3.89 4.00 4.09 4.16 4.21 4.24 55
60 3.37 3.53 3.70 3.89 4.07 4.25 4.40 4.52 4.60 4.66 60
65 3.40 3.57 3.77 4.00 4.25 4.50 4.73 4.93 5.09 5.20 65
70 3.41 3.60 3.83 4.09 4.40 4.73 5.08 5.40 5.67 5.88 70
75 3.43 3.63 3.87 4.16 4.52 4.93 5.40 5.87 6.31 6.67 75
80 3.44 3.64 3.89 4.21 4.60 5.09 5.67 6.31 6.96 7.57 80
85 3.44 3.65 3.91 4.24 4.66 5.20 5.88 6.67 7.57 8.48 85
- ------------------------------------------------------------------------------------
FEMALE(1)FEMALE(2) JOINT AND SURVIVOR ANNUITY
- ------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------
40 3.06 3.11 3.15 3.19 3.21 3.23 3.24 3.25 3.25 3.25 40
45 3.11 3.19 3.25 3.30 3.34 3.37 3.39 3.40 3.41 3.42 45
50 3.15 3.25 3.34 3.42 3.49 3.54 3.58 3.60 3.62 3.63 50
55 3.19 3.30 3.42 3.54 3.64 3.73 3.79 3.84 3.87 3.89 55
60 3.21 3.34 3.49 3.64 3.79 3.93 4.05 4.13 4.19 4.23 60
65 3.23 3.37 3.54 3.73 3.93 4.13 4.32 4.47 4.59 4.66 65
70 3.24 3.39 3.58 3.79 4.05 4.32 4.60 4.86 5.06 5.21 70
75 3.25 3.40 3.60 3.84 4.13 4.47 4.86 5.25 5.62 5.91 75
80 3.25 3.41 3.62 3.87 4.19 4.59 5.06 5.62 6.18 6.70 80
85 3.25 3.42 3.63 3.89 4.23 4.66 5.21 5.91 6.70 7.52 85
- ------------------------------------------------------------------------------------
</TABLE>
Page 21 of 29
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 3 - OPTION D
MONTHLY PAYMENT PER $1,000
- -------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND 2/3 ANNUITY
- -------------------------------------------------------------------------------------
MALE FEMALE AGE FEMALE
-----------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.21 3.26 3.31 3.35 3.38 3.40 3.42 3.43 3.44 3.44 40
45 3.30 3.37 3.43 3.49 3.54 3.58 3.61 3.63 3.64 3.65 45
50 3.40 3.48 3.57 3.65 3.73 3.79 3.84 3.87 3.90 3.91 50
55 3.50 3.60 3.71 3.82 3.93 4.03 4.11 4.17 4.21 4.24 55
60 3.61 3.73 3.86 4.00 4.15 4.30 4.43 4.53 4.61 4.67 60
65 3.73 3.86 4.02 4.19 4.39 4.59 4.79 4.97 5.11 5.22 65
70 3.86 4.01 4.19 4.40 4.64 4.91 5.20 5.48 5.73 5.92 70
75 4.00 4.16 4.36 4.60 4.89 5.23 5.61 6.03 6.42 6.76 75
80 4.14 4.31 4.53 4.80 5.13 5.54 6.03 6.59 7.19 7.74 80
85 4.27 4.46 4.69 4.99 5.36 5.83 6.42 7.14 7.97 8.82 85
- -------------------------------------------------------------------------------------
MALE(1) MALE(2) JOINT AND 2/3 ANNUITY
- -------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
--------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
--------------------------------------------------------------------------
40 3.26 3.30 3.34 3.37 3.40 3.41 3.43 3.44 3.44 3.45 40
45 3.37 3.43 3.48 3.53 3.57 3.60 3.62 3.64 3.65 3.65 45
50 3.48 3.56 3.64 3.71 3.78 3.83 3.86 3.89 3.91 3.92 50
55 3.60 3.71 3.81 3.92 4.01 4.09 4.16 4.20 4.23 4.26 55
60 3.73 3.86 3.99 4.14 4.27 4.40 4.51 4.59 4.65 4.69 60
65 3.87 4.02 4.19 4.37 4.57 4.76 4.93 5.07 5.18 5.26 65
70 4.02 4.19 4.40 4.63 4.88 5.15 5.42 5.65 5.85 6.00 70
75 4.18 4.37 4.60 4.88 5.19 5.55 5.94 6.31 6.64 6.91 75
80 4.33 4.55 4.81 5.12 5.50 5.96 6.48 7.02 7.54 8.01 80
85 4.48 4.72 5.00 5.36 5.80 6.34 7.00 7.73 8.51 9.26 85
- -------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) JOINT AND 2/3 ANNUITY
- -------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
--------------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
--------------------------------------------------------------------------
40 3.12 3.16 3.19 3.21 3.23 3.24 3.24 3.25 3.25 3.25 40
45 3.21 3.26 3.31 3.34 3.37 3.39 3.40 3.41 3.42 3.42 45
50 3.30 3.37 3.43 3.49 3.54 3.57 3.60 3.61 3.63 3.63 50
55 3.40 3.48 3.57 3.66 3.73 3.79 3.83 3.87 3.89 3.90 55
60 3.50 3.60 3.72 3.83 3.94 4.04 4.12 4.18 4.22 4.24 60
65 3.61 3.73 3.87 4.02 4.17 4.32 4.46 4.57 4.64 4.69 65
70 3.74 3.88 4.04 4.22 4.42 4.64 4.85 5.03 5.18 5.29 70
75 3.88 4.03 4.22 4.43 4.69 4.97 5.28 5.59 5.86 6.06 75
80 4.03 4.20 4.40 4.65 4.95 5.31 5.73 6.19 6.64 7.03 80
85 4.19 4.37 4.59 4.87 5.22 5.65 6.18 6.81 7.49 8.16 85
- -------------------------------------------------------------------------------------
</TABLE>
Page 22 of 29
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------
FIXED ANNUITY RATES
TABLE 4 - OPTION E
MONTHLY PAYMENT PER $1000
----------------------------------------------
YEARS MONTHLY INCOME
----------------------------------------------
<S> <C>
5 $17.91
6 15.14
7 13.16
8 11.68
9 10.53
10 9.61
11 8.86
12 8.24
13 7.71
14 7.26
15 6.87
16 6.53
17 6.23
18 5.96
19 5.73
20 5.51
21 5.32
22 5.15
23 4.99
24 4.84
25 4.71
26 4.59
27 4.47
28 4.37
29 4.27
30 4.18
----------------------------------------------
</TABLE>
Page 23 of 29
<PAGE>
ANNUITY RATES
-------------
VARIABLE ANNUITY RATES
- ----------------------
Notes to Tables
- ---------------
Table 5 - Annuity Options A and B
Table 6 - Annuity Option C
Table 7 - Annuity Option D
Table 8 - Annuity Option E
Note 1: The 1983 Table "a" mortality table, projected to the year 2015 with
Projection Scale G, applies to all Annuity Options which include life
contingent payments. Where applicable, unisex mortality rates and
projection factors are based on a 40%/60% male/female weighting.
Note 2: The Annuity Option rates shown in Tables 5, 6, 7 and 8 are based on an
assumed effective annual interest rate of 4%.
Note 3: Rates will be determined based on the age(s) of any Annuitant(s) on
his/her birthday nearest the Annuity Date. The tables below show
Annuity Option rates based on age nearest birthday.
Note 4: The purchase rate for any age or combination of ages not shown in the
tables below will be calculated on the same basis as the payments for
those shown and may be obtained by Written Request.
Page 24 of 29
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 5 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
- ----------------------------------------------------------------------
MALE FEMALE
- ----------------------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Only C&L C&L C&L Age
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 4.53 4.53 4.51 4.42 4.24 4.24 4.23 4.19 50
51 4.60 4.59 4.56 4.47 4.29 4.29 4.28 4.23 51
52 4.66 4.65 4.63 4.52 4.34 4.33 4.32 4.28 52
53 4.73 4.72 4.69 4.57 4.39 4.39 4.38 4.32 53
54 4.80 4.79 4.76 4.62 4.45 4.44 4.43 4.37 54
55 4.88 4.86 4.83 4.68 4.51 4.50 4.49 4.42 55
56 4.95 4.94 4.90 4.74 4.57 4.56 4.54 4.47 56
57 5.04 5.02 4.98 4.79 4.63 4.63 4.61 4.52 57
58 5.13 5.11 5.06 4.85 4.70 4.70 4.67 4.58 58
59 5.22 5.21 5.15 4.91 4.78 4.77 4.74 4.64 59
60 5.33 5.31 5.24 4.97 4.86 4.85 4.82 4.70 60
61 5.44 5.41 5.34 5.04 4.94 4.93 4.90 4.76 61
62 5.55 5.53 5.44 5.10 5.03 5.02 4.98 4.82 62
63 5.68 5.65 5.55 5.16 5.12 5.11 5.07 4.89 63
64 5.81 5.78 5.67 5.22 5.22 5.21 5.16 4.95 64
65 5.96 5.91 5.79 5.28 5.33 5.31 5.26 5.02 65
66 6.11 6.06 5.91 5.35 5.45 5.43 5.37 5.09 66
67 6.27 6.22 6.04 5.40 5.57 5.55 5.48 5.15 67
68 6.45 6.38 6.18 5.46 5.70 5.68 5.60 5.22 68
69 6.63 6.55 6.32 5.52 5.85 5.82 5.72 5.29 69
70 6.83 6.74 6.46 5.57 6.00 5.96 5.85 5.36 70
71 7.04 6.93 6.61 5.62 6.16 6.12 5.99 5.42 71
72 7.26 7.13 6.77 5.67 6.34 6.29 6.14 5.49 72
73 7.50 7.34 6.92 5.71 6.54 6.48 6.29 5.55 73
74 7.75 7.57 7.09 5.76 6.74 6.67 6.45 5.60 74
75 8.02 7.81 7.25 5.79 6.97 6.89 6.62 5.66 75
76 8.30 8.06 7.42 5.83 7.22 7.11 6.79 5.71 76
77 8.61 8.32 7.59 5.86 7.47 7.35 6.97 5.75 77
78 8.94 8.60 7.76 5.88 7.75 7.60 7.15 5.79 78
79 9.29 8.89 7.93 5.90 8.05 7.87 7.34 5.82 79
80 9.66 9.20 8.10 5.92 8.37 8.15 7.53 5.86 80
81 10.06 9.51 8.27 5.94 8.72 8.45 7.72 5.88 81
82 10.49 9.84 8.43 5.95 9.10 8.77 7.91 5.91 82
83 10.95 10.18 8.59 5.97 9.51 9.11 8.10 5.93 83
84 11.43 10.54 8.74 5.98 9.95 9.47 8.28 5.94 84
85 11.95 10.90 8.88 5.98 10.42 9.84 8.45 5.96 85
- ----------------------------------------------------------------------
</TABLE>
Page 25 of 29
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 6 - OPTION C
MONTHLY PAYMENT PER $1,000
- -----------------------------------------------------------------------------------
MALE/FEMALE JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------
MALE FEMALE AGE MALE
-------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.73 3.80 3.86 3.91 3.95 3.98 4.01 4.03 4.05 4.05 40
45 3.77 3.85 3.93 4.01 4.08 4.13 4.18 4.21 4.23 4.25 45
50 3.80 3.90 4.01 4.11 4.21 4.30 4.37 4.43 4.47 4.49 50
55 3.83 3.94 4.07 4.21 4.35 4.48 4.59 4.69 4.76 4.80 55
60 3.84 3.97 4.12 4.29 4.48 4.66 4.84 4.99 5.11 5.20 60
65 3.86 3.99 4.16 4.36 4.59 4.84 5.10 5.34 5.54 5.70 65
70 3.87 4.01 4.19 4.41 4.68 4.99 5.34 5.70 6.04 6.31 70
75 3.87 4.02 4.21 4.44 4.74 5.11 5.55 6.04 6.55 7.01 75
80 3.88 4.03 4.22 4.47 4.79 5.19 5.71 6.34 7.04 7.75 80
85 3.88 4.03 4.23 4.48 4.81 5.25 5.82 6.57 7.47 8.47 85
- -----------------------------------------------------------------------------------
MALE(1)MALE(2) JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
-------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------
40 3.79 3.85 3.90 3.94 3.98 4.01 4.03 4.04 4.05 4.06 40
45 3.85 3.93 4.00 4.07 4.12 4.17 4.20 4.23 4.24 4.25 45
50 3.90 4.00 4.10 4.20 4.28 4.36 4.41 4.45 4.48 4.50 50
55 3.94 4.07 4.20 4.33 4.46 4.57 4.67 4.74 4.79 4.82 55
60 3.98 4.12 4.28 4.46 4.64 4.81 4.96 5.08 5.17 5.23 60
65 4.01 4.17 4.36 4.57 4.81 5.05 5.28 5.48 5.65 5.76 65
70 4.03 4.20 4.41 4.67 4.96 5.28 5.62 5.94 6.22 6.43 70
75 4.04 4.23 4.45 4.74 5.08 5.48 5.94 6.40 6.84 7.22 75
80 4.05 4.24 4.48 4.79 5.17 5.65 6.22 6.84 7.50 8.11 80
85 4.06 4.25 4.50 4.82 5.23 5.76 6.43 7.22 8.11 9.02 85
- -----------------------------------------------------------------------------------
FEMALE(1)FEMALE(2) JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
-------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------
40 3.69 3.74 3.78 3.81 3.83 3.85 3.86 3.87 3.87 3.88 40
45 3.74 3.80 3.86 3.91 3.95 3.98 4.00 4.01 4.02 4.03 45
50 3.78 3.86 3.94 4.02 4.08 4.13 4.17 4.19 4.21 4.22 50
55 3.81 3.91 4.02 4.12 4.22 4.31 4.37 4.42 4.45 4.48 55
60 3.83 3.95 4.08 4.22 4.37 4.50 4.61 4.70 4.76 4.80 60
65 3.85 3.98 4.13 4.31 4.50 4.69 4.87 5.03 5.14 5.22 65
70 3.86 4.00 4.17 4.37 4.61 4.87 5.14 5.40 5.61 5.76 70
75 3.87 4.01 4.19 4.42 4.70 5.03 5.40 5.79 6.15 6.45 75
80 3.87 4.02 4.21 4.45 4.76 5.14 5.61 6.15 6.71 7.23 80
85 3.88 4.03 4.22 4.48 4.80 5.22 5.76 6.45 7.23 8.05 85
- ------------------------------------------------------------------------------------
</TABLE>
Page 26 of 29
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 7 - OPTION D
MONTHLY PAYMENT PER $1,000
- -----------------------------------------------------------------------------------
MALE/FEMALE JOINT AND 2/3 ANNUITY
- -----------------------------------------------------------------------------------
MALE FEMALE AGE MALE
-------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.84 3.88 3.92 3.96 3.99 4.01 4.03 4.04 4.05 4.06 40
45 3.93 3.98 4.04 4.09 4.14 4.18 4.21 4.23 4.25 4.26 45
50 4.02 4.09 4.17 4.24 4.31 4.37 4.42 4.46 4.49 4.51 50
55 4.12 4.21 4.31 4.41 4.51 4.60 4.68 4.75 4.79 4.83 55
60 4.24 4.34 4.46 4.59 4.73 4.86 4.99 5.10 5.18 5.24 60
65 4.37 4.49 4.62 4.79 4.97 5.16 5.35 5.53 5.67 5.78 65
70 4.52 4.65 4.81 5.00 5.23 5.48 5.76 6.04 6.28 6.48 70
75 4.68 4.82 5.00 5.22 5.49 5.81 6.18 6.58 6.97 7.31 75
80 4.84 5.00 5.20 5.44 5.75 6.14 6.61 7.16 7.74 8.30 80
85 5.01 5.18 5.39 5.66 6.01 6.46 7.03 7.73 8.54 9.38 85
- -----------------------------------------------------------------------------------
MALE(1)MALE(2) JOINT AND 2/3 ANNUITY
- -----------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
-------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------
40 3.88 3.92 3.96 3.99 4.01 4.03 4.04 4.05 4.06 4.06 40
45 3.98 4.04 4.09 4.13 4.17 4.20 4.22 4.24 4.25 4.26 45
50 4.09 4.17 4.24 4.31 4.36 4.41 4.45 4.48 4.50 4.51 50
55 4.21 4.31 4.40 4.50 4.59 4.67 4.73 4.78 4.82 4.84 55
60 4.35 4.46 4.58 4.71 4.85 4.97 5.07 5.16 5.22 5.26 60
65 4.50 4.63 4.78 4.96 5.14 5.32 5.49 5.63 5.74 5.83 65
70 4.67 4.82 5.00 5.22 5.46 5.72 5.98 6.21 6.41 6.56 70
75 4.84 5.02 5.23 5.48 5.78 6.13 6.50 6.86 7.19 7.47 75
80 5.02 5.22 5.46 5.76 6.12 6.55 7.06 7.58 8.10 8.57 80
85 5.20 5.42 5.68 6.02 6.44 6.96 7.60 8.32 9.08 9.82 85
- -----------------------------------------------------------------------------------
FEMALE(1)FEMALE(2) JOINT AND 2/3 ANNUITY
- -----------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
-------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------
40 3.76 3.79 3.81 3.83 3.85 3.86 3.87 3.87 3.88 3.88 40
45 3.83 3.88 3.92 3.95 3.98 4.00 4.01 4.02 4.03 4.03 45
50 3.92 3.98 4.04 4.09 4.13 4.17 4.19 4.21 4.22 4.23 50
55 4.01 4.09 4.17 4.24 4.31 4.37 4.42 4.45 4.47 4.49 55
60 4.12 4.21 4.31 4.42 4.52 4.61 4.69 4.75 4.79 4.82 60
65 4.24 4.35 4.47 4.60 4.75 4.89 5.02 5.12 5.20 5.26 65
70 4.38 4.50 4.64 4.81 5.00 5.20 5.40 5.59 5.73 5.84 70
75 4.54 4.67 4.84 5.04 5.27 5.54 5.84 6.14 6.40 6.61 75
80 4.72 4.87 5.05 5.28 5.56 5.90 6.30 6.75 7.19 7.58 80
85 4.90 5.07 5.27 5.53 5.85 6.26 6.77 7.39 8.05 8.71 85
- -----------------------------------------------------------------------------------
</TABLE>
Page 27 of 29
<PAGE>
<TABLE>
<CAPTION>
VARIABLE ANNUITY RATES
TABLE 8 - OPTION E
MONTHLY PAYMENT PER $1000
--------------------------------------------
YEARS MONTHLY INCOME
--------------------------------------------
<S> <C>
5 $18.35
6 15.59
7 13.62
8 12.14
9 11.00
10 10.09
11 9.34
12 8.72
13 8.20
14 7.75
15 7.37
16 7.03
17 6.74
18 6.48
19 6.24
20 6.03
21 5.85
22 5.68
23 5.52
24 5.38
25 5.26
26 5.14
27 5.03
28 4.93
29 4.84
30 4.75
--------------------------------------------
</TABLE>
Page 28 of 29
<PAGE>
GROUP VARIABLE DEFERRED ANNUITY CONTRACT
WITH FLEXIBLE PURCHASE PAYMENTS
NON-PARTICIPATING
PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS CONTRACT,
WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE
AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
Page 29 of 29
<PAGE>
EXHIBIT 4(b)
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SPRINGFIELD, MA 01111-0001
FORM OF INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT
-------------------------------------------------
This Endorsement modifies the Group Annuity Contract to which it is attached so
that it may qualify as a vehicle through which a Participant may establish an
Individual Retirement Annuity (IRA) under Section 408(b) of the Internal Revenue
Code (Code) and the Regulations under that Section. In the case of a conflict
with any provision in the Group Annuity Contract, the provisions of this
Endorsement will control. The effective date of this Endorsement is the
Contract Issue Date shown on the Group Annuity Contract. The Group Annuity
Contract is modified as follows:
1. The Participant and the Annuitant under a Certificate shall be the
same individual; neither may be changed and there shall be no Joint
Participant. Hereafter all references to the Participant shall
include the Annuitant.
2. The interest of the Participant under a Certificate shall be
nonforfeitable.
3. The interest of the Participant under a Certificate may not be sold,
assigned, discounted, pledged as collateral for a loan or as security
for the performance of any obligation or for any other purpose, or
otherwise transferred (other than a transfer incident to a divorce or
separation instrument in accordance with section 408(d)(6) of the
Code) to any person other than to the Company.
4. A Certificate issued under this Group Annuity Contract is established
for the exclusive benefit of the Participant and his or her
Beneficiary(ies).
5. Except in the case of a rollover contribution (as permitted by Code
Sections 402(c), 403(a)(4), 403(b)(8), or 408(d)(3)), or a
contribution made in accordance with the terms of a Simplified
Employee Pension (SEP) as described in Code Section 408(k),
Participant contributions shall not exceed $2,000 for any taxable
year. All contributions must be in cash.
6. Distributions under the Annuity Options in a Certificate must commence
to be distributed no later than the first day of April following the
calendar year in which the Participant attains age 70 1/2 (required
beginning date), over
(a) the life of the Participant, or the lives of the Participant and
his or her designated Beneficiary, or
(b) a period certain not extending beyond the life expectancy of the
Participant, or the joint and last survivor expectancy of the
Participant and his or her Beneficiary. Payments must be made in
periodic payments at intervals of no longer than one year.
In addition, payments must be either nonincreasing or they may
increase only as provided in Proposed or final Federal Income Tax
Regulations.
All distributions made under a Certificate shall be made in accordance
with the requirements of Code Section 401(a)(9), including the
incidental death benefit requirements of Code Section 401(a)(9)(G),
and the regulations thereunder.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. Life
expectancy for Participant distributions under an Annuity Option may
not be recalculated.
Page 1 of 3
<PAGE>
7. If required Participant distributions are to be made in a form other
than one of the Annuity Options contained in a Certificate, then the
entire value of the Certificate will commence to be distributed no
later than the first day of April following the calendar year in which
the Annuitant attains age 70 1/2 (required beginning date), over
(a) the life of the Participant, or the lives of the Participant and
his or her Beneficiary, or
(b) a period not extending beyond the life expectancy of the
Participant, or the joint and last survivor expectancy of the
Participant and his or her Beneficiary.
The amount to be distributed to a Participant each year, beginning
with the first calendar year for which distributions are required and
then for each succeeding calendar year, shall not be less than the
quotient obtained by dividing the Participant's benefit by the lesser
of (1) the applicable life expectancy or (2) if the Participant's
spouse is not the Beneficiary, the applicable divisor determined from
the table set forth in Q&A-4 or Q&A-5, as applicable, of Section
1.401(a)(9)-2 of the Proposed Income Tax Regulations.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations.
Unless otherwise elected by the Participant by the time distributions
are required to begin, life expectancies shall be recalculated
annually. Such election shall be irrevocable by the Participant and
shall apply to all subsequent years. The life expectancy of a non-
spouse Beneficiary may not be recalculated.
8. Upon the death of the Participant:
(a) if the Participant dies after distribution of benefits has
commenced under the Certificate, the remaining portion of such
interest will continue to be distributed at least as rapidly as
under the method of distribution being used prior to the
Participant's death;
(b) if the Participant dies before distribution of benefits commences
under the Certificate, the entire amount payable to the
Beneficiary will be distributed no later than December 31 of the
calendar year which contains the fifth anniversary of the date of
the Participant's death except to the extent that an election is
made to receive distributions in accordance with (i) or (ii)
below:
(i) a rollover to or from such Certificate, or fails to elect
any of the above if any portion of the policy proceeds is
payable to a Beneficiary, distributions may be made in
installments over the life or over a period not extending
beyond the life expectancy of the Beneficiary commencing
no later than December 31 of the calendar year
immediately following the calendar year in which the
Participant died;
(ii) if the benificiary is the Participant's surviving spouse,
and benefits are to be distributed in accordance with (1)
above, distributions must begin on or before the later of
(a) December 31 of the calendar year immediately
following the calendar year in which the Participant died
or (b) December 31 of the calendar year in which the
Participant would have attained age 70 1/2.
Page 2 of 3
<PAGE>
(iii) if the Beneficiary is the Participant's surviving spouse,
the spouse may treat the Certificate as his or her own
IRA. This election will be deemed to have been made if
such surviving spouse makes a regular IRA contribution to
the Certificate, makes a rollover to or from such
Certificate, or fails to elect any of the above
provisions.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. For
purposes of distributions beginning after the Participant's death
under a Certificate, unless otherwise elected by the surviving spouse
by the time distributions are required to begin, life expectancies
shall be recalculated annually. Such election shall be irrevocable by
the surviving spouse and shall apply to all subsequent years. In the
case of any other Beneficiary, life expectancies shall be calculated
using the attained age of such Beneficiary during the calendar year in
which distributions are required to begin pursuant to this section,
and payments for any subsequent calendar year shall be calculated
based on such life expectancy reduced by one for each calendar year
which has elapsed since the calendar year life expectancy was first
calculated. Life expectancy for distributions under an Annuity Option
in the Certificate may not be recalculated.
Distributions to a Participant under this section are considered to
have begun if distributions are made on account of the Participant
reaching his or her required beginning date or if prior to the
required beginning date distributions irrevocably commence over a
period permitted and in an annuity form acceptable under Section
1.401(a)(9) of the Income Tax Regulations.
9. The Company may at its option either accept additional future payments
to a Certificate or terminate a Certificate by a lump sum payment of
the then present value of the paid up benefit if no Purchase Payments
have been received under the Certificate for two full consecutive
Certificate Years and the paid up annuity benefit at maturity would be
less than $20 per month.
Signed for Massachusetts Life Insurance Company by:
SECRETARY PRESIDENT
Page 3 of 3
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SPRINGFIELD, MA 01111-0001
UNISEX ANNUITY RATES CONTRACT ENDORSEMENT
-----------------------------------------
This Endorsement modifies the Group Annuity Contract to which it is attached for
use in connection with a retirement plan which receives favorable income tax
treatment under Sections 401, 403, 408 or 457 of the Internal Revenue Code, or
where required by state law. In the case of a conflict with any provision in
the Group Annuity Contract, the provisions of this Endorsement will control.
The Company may further amend the Group Annuity Contract from time to time to
meet any requirements applicable to such plans or laws. The effective date of
this Endorsement is the Contract Issue Date shown on the Group Annuity Contract.
The provisions of the Group Annuity Contract are modified as follows:
1. Deleting any reference to sex; and
2. The Group Annuity Contract is further modified by substituting the
attached Annuity Rate Tables 1, 2, 3, 5, 6 and 7 for the corresponding
Annuity Rate Tables in the Annuity Rates section of the Group Annuity
Contract.
Signed for Massachusetts Mutual Life Insurance Company by:
SECRETARY PRESIDENT
Page 1 of 5
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------
FIXED ANNUITY RATES
TABLE 1 - OPTIONS A & B
MONTHLY PAYMENTS PER $1,000
-------------------------------------------
UNISEX
-------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Age
-------------------------------------------
<S> <C> <C> <C> <C> <C>
50 3.76 3.76 3.75 3.70 50
51 3.82 3.81 3.80 3.75 51
52 3.88 3.87 3.86 3.80 52
53 3.94 3.93 3.92 3.85 53
54 4.00 4.00 3.98 3.90 54
55 4.07 4.06 4.04 3.96 55
56 4.14 4.13 4.11 4.01 56
57 4.21 4.21 4.18 4.07 57
58 4.29 4.29 4.26 4.13 58
59 4.38 4.37 4.34 4.20 59
60 4.47 4.46 4.42 4.26 60
61 4.56 4.55 4.51 4.32 61
62 4.66 4.65 4.61 4.39 62
63 4.77 4.76 4.70 4.46 63
64 4.89 4.87 4.81 4.53 64
65 5.01 4.99 4.92 4.60 65
66 5.14 5.12 5.03 4.67 66
67 5.28 5.25 5.16 4.73 67
68 5.43 5.39 5.28 4.80 68
69 5.59 5.55 5.42 4.87 69
70 5.76 5.71 5.56 4.93 70
71 5.94 5.88 5.70 5.00 71
72 6.14 6.07 5.86 5.06 72
73 6.34 6.27 6.02 5.11 73
74 6.57 6.47 6.18 5.17 74
75 6.81 6.70 6.35 5.21 75
76 7.07 6.93 6.53 5.26 76
77 7.34 7.18 6.70 5.30 77
78 7.64 7.44 6.89 5.33 78
79 7.95 7.72 7.07 5.36 79
80 8.29 8.01 7.26 5.39 80
81 8.66 8.33 7.45 5.42 81
82 9.06 8.65 7.63 5.44 82
83 9.48 8.99 7.81 5.45 83
84 9.94 9.35 7.99 5.47 84
85 10.42 9.73 8.15 5.48 85
------------------------------------------
</TABLE>
Page 2 of 5
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 2 - OPTION C
MONTHLY PAYMENT PER $1,000
- -------------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND SURVIVOR ANNUITY
- -------------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- -------------------------------------------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.11 3.16 3.21 3.25 3.27 3.30 3.31 3.32 3.33 3.33 40
45 3.16 3.24 3.31 3.37 3.42 3.45 3.48 3.50 3.51 3.51 45
50 3.21 3.31 3.41 3.50 3.57 3.63 3.68 3.71 3.73 3.74 50
55 3.25 3.37 3.50 3.62 3.74 3.84 3.91 3.97 4.01 4.03 55
60 3.27 3.42 3.57 3.74 3.90 4.06 4.18 4.28 4.36 4.40 60
65 3.30 3.45 3.63 3.84 4.06 4.28 4.48 4.66 4.79 4.88 65
70 3.31 3.48 3.68 3.91 4.18 4.48 4.79 5.07 5.30 5.48 70
75 3.32 3.50 3.71 3.97 4.28 4.66 5.07 5.49 5.89 6.21 75
80 3.33 3.51 3.73 4.01 4.36 4.79 5.30 5.89 6.49 7.04 80
85 3.33 3.51 3.74 4.03 4.40 4.88 5.48 6.21 7.04 7.90 85
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 3 - OPTION D
MONTHLY PAYMENT PER $1,000
- -------------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND 2/3 ANNUITY
- -------------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- -------------------------------------------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.18 3.22 3.25 3.28 3.30 3.31 3.32 3.33 3.33 3.33 40
45 3.27 3.33 3.38 3.42 3.45 3.48 3.49 3.50 3.51 3.52 45
50 3.37 3.45 3.52 3.58 3.63 3.68 3.71 3.73 3.74 3.75 50
55 3.48 3.57 3.67 3.76 3.84 3.91 3.96 4.00 4.03 4.04 55
60 3.59 3.71 3.83 3.95 4.07 4.18 4.28 4.34 4.39 4.42 60
65 3.72 3.85 4.00 4.16 4.33 4.50 4.65 4.77 4.86 4.92 65
70 3.86 4.01 4.18 4.38 4.60 4.84 5.07 5.28 5.45 5.57 70
75 4.00 4.17 4.37 4.61 4.89 5.20 5.54 5.87 6.17 6.40 75
80 4.16 4.34 4.57 4.84 5.17 5.57 6.03 6.52 7.00 7.41 80
85 4.31 4.51 4.76 5.07 5.45 5.93 6.51 7.18 7.89 8.59 85
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3 of 5
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------
VARIABLE ANNUITY RATES
TABLE 5 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
-------------------------------------------
UNISEX
-------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Age
-------------------------------------------
<S> <C> <C> <C> <C> <C>
50 4.36 4.36 4.35 4.29 50
51 4.41 4.41 4.40 4.33 51
52 4.47 4.47 4.45 4.38 52
53 4.53 4.52 4.51 4.43 53
54 4.59 4.59 4.56 4.48 54
55 4.66 4.65 4.63 4.53 55
56 4.73 4.72 4.69 4.58 56
57 4.80 4.79 4.76 4.64 57
58 4.88 4.87 4.84 4.70 58
59 4.96 4.95 4.91 4.75 59
60 5.05 5.04 4.99 4.82 60
61 5.14 5.13 5.08 4.88 61
62 5.24 5.23 5.17 4.94 62
63 5.35 5.33 5.27 5.00 63
64 5.46 5.44 5.37 5.07 64
65 5.59 5.56 5.48 5.13 65
66 5.72 5.69 5.59 5.20 66
67 5.85 5.82 5.71 5.27 67
68 6.00 5.96 5.84 5.33 68
69 6.16 6.12 5.97 5.39 69
70 6.33 6.28 6.11 5.45 70
71 6.52 6.45 6.25 5.51 71
72 6.71 6.63 6.40 5.57 72
73 6.92 6.83 6.55 5.62 73
74 7.15 7.04 6.72 5.67 74
75 7.39 7.26 6.88 5.72 75
76 7.65 7.49 7.05 5.76 76
77 7.92 7.74 7.23 5.80 77
78 8.22 8.00 7.41 5.83 78
79 8.54 8.28 7.59 5.86 79
80 8.88 8.57 7.77 5.89 80
81 9.25 8.88 7.95 5.91 81
82 9.65 9.21 8.13 5.93 82
83 10.08 9.55 8.31 5.95 83
84 10.54 9.90 8.48 5.96 84
85 11.03 10.28 8.64 5.97 85
------------------------------------------
</TABLE>
Page 4 of 5
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 6 - OPTION C
MONTHLY PAYMENT PER $1,000
- ----------------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND SURVIVOR ANNUITY
- ----------------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- ----------------------------------------------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.73 3.78 3.83 3.86 3.89 3.91 3.93 3.94 3.95 3.95 40
45 3.78 3.85 3.92 3.97 4.02 4.05 4.08 4.10 4.11 4.12 45
50 3.83 3.92 4.01 4.09 4.16 4.22 4.27 4.30 4.32 4.34 50
55 3.86 3.97 4.09 4.21 4.32 4.41 4.49 4.55 4.59 4.62 55
60 3.89 4.02 4.16 4.32 4.47 4.62 4.75 4.85 4.92 4.97 60
65 3.91 4.05 4.22 4.41 4.62 4.83 5.03 5.21 5.34 5.44 65
70 3.93 4.08 4.27 4.49 4.75 5.03 5.33 5.61 5.85 6.03 70
75 3.94 4.10 4.30 4.55 4.85 5.21 5.61 6.03 6.42 6.75 75
80 3.95 4.11 4.32 4.59 4.92 5.34 5.85 6.42 7.02 7.58 80
85 3.95 4.12 4.34 4.62 4.97 5.44 6.03 6.75 7.58 8.43 85
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 7 - OPTION D
MONTHLY PAYMENT PER $1,000
- ----------------------------------------------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND 2/3 ANNUITY
- ----------------------------------------------------------------------------------------------------------------------------
UNISEX (2)
- ----------------------------------------------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.81 3.84 3.87 3.89 3.91 3.93 3.94 3.95 3.95 3.95 40
45 3.89 3.94 3.99 4.03 4.06 4.08 4.10 4.11 4.12 4.13 45
50 3.99 4.05 4.12 4.18 4.23 4.27 4.30 4.32 4.34 4.35 50
55 4.10 4.18 4.26 4.35 4.42 4.49 4.54 4.58 4.61 4.63 55
60 4.21 4.31 4.42 4.54 4.65 4.75 4.84 4.91 4.96 5.00 60
65 4.35 4.46 4.60 4.74 4.90 5.06 5.21 5.33 5.42 5.49 65
70 4.50 4.63 4.79 4.97 5.18 5.40 5.63 5.83 6.00 6.13 70
75 4.67 4.81 5.00 5.22 5.48 5.78 6.10 6.42 6.72 6.95 75
80 4.84 5.01 5.22 5.47 5.78 6.16 6.60 7.08 7.55 7.97 80
85 5.03 5.21 5.44 5.73 6.09 6.54 7.10 7.75 8.46 9.15 85
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 5 of 5
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SPRINGFIELD, MA 01111-0001
Massachusetts Mutual Life Insurance Company (Company) has issued a Group Annuity
Contract (Contract) to [ABC Bank].
This Certificate is subject to the conditions and provisions of the Contract.
The Company will make Annuity Payments starting on the Annuity Date provided by
the Contract as described in this Certificate.
This Certificate is issued by the Company at its Home Office, 1295 State Street,
Springfield, MA 01111-0001, on the Certificate Issue Date. The Certificate is
issued in exchange for the payment of the initial Purchase Payment.
RIGHT TO EXAMINE CERTIFICATE: This Certificate may be returned to the Company
for any reason within ten (10) calendar days after its receipt by the
Participant. It may be returned by delivering or mailing it to the Company at
its Annuity Service Center. When this Certificate is received by the Company it
will be voided as if it had never been in force. Upon its return, the Company
will refund, within seven days, the Certificate Value next computed after
receipt of this Certificate by the Company at its Annuity Service Center. This
may be more or less than the Purchase Payments.
THIS IS A LEGAL CERTIFICATE BETWEEN THE PARTICIPANT AND THE COMPANY.
READ YOUR CERTIFICATE CAREFULLY
SECRETARY PRESIDENT
[OFFITBANK]
INDIVIDUAL VARIABLE [DEFERRED] ANNUITY CERTIFICATE
WITH FLEXIBLE PURCHASE PAYMENTS
NONPARTICIPATING
ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CERTIFICATE, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT,
ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
Page 1 of 30
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
CERTIFICATE SCHEDULE.................................................. 4
DEFINITIONS........................................................... 5
PURCHASE PAYMENT PROVISIONS.......................................... 7
PURCHASE PAYMENTS................................................... 7
SUBSEQUENT PURCHASE PAYMENTS........................................ 7
ALLOCATION OF PURCHASE PAYMENTS..................................... 7
SEPARATE ACCOUNT PROVISIONS........................................... 7
THE SEPARATE ACCOUNT................................................ 7
VALUATION OF ASSETS................................................. 7
ACCUMULATION UNITS.................................................. 8
ACCUMULATION UNIT VALUE............................................. 8
MORTALITY AND EXPENSE RISK CHARGE................................... 8
ADMINISTRATIVE CHARGE............................................... 8
DISTRIBUTION CHARGE................................................. 9
MORTALITY AND EXPENSE GUARANTEE..................................... 9
ANNUAL CERTIFICATE MAINTENANCE CHARGE................................. 9
DEDUCTION FOR ANNUAL CERTIFICATE MAINTENANCE CHARGE.
TRANSFERS............................................................. 9
TRANSFERS DURING THE ACCUMULATION PERIOD............................ 9
TRANSFERS DURING THE ANNUITY PERIOD................................. 10
WITHDRAWAL PROVISIONS................................................. 11
WITHDRAWAL.......................................................... 11
CONTINGENT DEFERRED SALES CHARGE.................................... 11
WITHDRAWAL CHARGE................................................... 11
PROCEEDS PAYABLE ON DEATH............................................. 11
DEATH OF PARTICIPANT DURING THE ACCUMULATION PERIOD................. 12
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD................. 12
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD................ 12
DEATH OF PARTICIPANT DURING THE ANNUITY PERIOD...................... 12
DEATH OF ANNUITANT.................................................. 13
PAYMENT OF DEATH BENEFIT............................................ 13
BENEFICIARY......................................................... 13
CHANGE OF BENEFICIARY............................................... 13
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION.......................... 14
</TABLE>
Page 2 of 30
<PAGE>
<TABLE>
<CAPTION>
Page
<S> <C>
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS............................ 14
ANNUITANT............................................................ 14
PARTICIPANT.......................................................... 14
JOINT PARTICIPANTS................................................... 14
ASSIGNMENT OF THE CERTIFICATE........................................ 15
GENERAL PROVISIONS..................................................... 15
THE CERTIFICATE...................................................... 15
CERTIFICATE CHANGES BY THE COMPANY................................... 15
CERTIFICATE CHANGES BY THE PARTICIPANT............................... 15
CERTIFICATE TERMINATION.............................................. 16
INCONTESTABILITY..................................................... 16
MISSTATEMENT OF AGE OR SEX........................................... 16
NON-BUSINESS DAYS.................................................... 16
NON-PARTICIPATING.................................................... 16
PROTECTION OF PROCEEDS............................................... 16
REGULATORY REQUIREMENTS.............................................. 16
REPORTS.............................................................. 16
PREMIUM AND OTHER TAXES.............................................. 17
ANNUITY PROVISIONS..................................................... 17
ANNUITY GUIDELINES................................................... 17
ANNUITY PAYMENTS..................................................... 18
FIXED ANNUITY........................................................ 18
VARIABLE ANNUITY..................................................... 18
ANNUITY UNITS AND PAYMENTS........................................... 18
ANNUITY UNIT VALUE................................................... 18
ANNUITY OPTIONS...................................................... 19
Annuity Option A - Life Income................................... 19
Annuity Option B - Life Income with Period Certain............... 19
Annuity Option C - Joint and Last Survivor Payments.............. 19
Annuity Option D - Joint and 2/3 Survivor Annuity................ 19
Annuity Option E - Period Certain................................ 19
Annuity Option F - Special Income Settlement Agreement........... 19
ANNUITY RATES.......................................................... 20
Fixed Annuity Rates.................................................. 20
Fixed Annuity Rates Table 1...................................... 21
Fixed Annuity Rates Table 2...................................... 22
Fixed Annuity Rates Table 3...................................... 23
Fixed Annuity Rates Table 4...................................... 24
Variable Annuity Rates............................................... 25
Variable Annuity Rates Table 5................................... 26
Variable Annuity Rates Table 6................................... 27
Variable Annuity Rates Table 7................................... 28
Variable Annuity Rates Table 8................................... 29
</TABLE>
Page 3 of 30
<PAGE>
CERTIFICATE SCHEDULE
REVISION DATE: [July 1, 1996]
PARTICIPANT: [John Kirk] AGE AND SEX: [35 Male]
ANNUITANT: [John Kirk] AGE AND SEX: [35 Male]
CERTIFICATE NUMBER: [123456789] CERTIFICATE ISSUE DATE: [ July 1, 1996]
ANNUITY DATE: [July 1, 2025]
BENEFICIARY: As designated by the Participant at the Certificate Issue Date,
unless changed in accordance with the Certificate.
PURCHASE PAYMENTS:
INITIAL PURCHASE PAYMENT: [$100,000 minimum.]
MINIMUM SUBSEQUENT PURCHASE PAYMENT: [$10,000 or, if the automatic premium
check option is elected, $5,000.]
MAXIMUM TOTAL PURCHASE PAYMENTS: [The maximum total Purchase Payments is $5
million. Purchase Payments above this amount must be preapproved by the
Company.]
ALLOCATION GUIDELINES:
1. There are no limitations on the number of Sub-Accounts that can be
selected by the Participant.
2. If the Purchase Payments and forms required to issue a Certificate are
in good order, the initial Net Purchase Payment will be credited to
the Certificate within two (2) business days after receipt at the
Annuity Service Center. Additional Purchase Payments will be credited
to the Certificate as of the Valuation Period when they are received.
[3. The initial Net Purchase Payment will be allocated to the Money Market
Sub-Account. Upon the expiration of fifteen days from the Certificate
Issue Date, the Sub-Account value represented by the Money Market Sub-
Account will be allocated to the Separate Account in accordance with
the election made by the Participant. All subsequent Purchase Payments
will be allocated in accordance with the election made by the
Participant at the time the Certificate is issued, unless subsequently
changed.]
SEPARATE ACCOUNT: C.M./OFFITBANK Variable Annuity Separate Account
ELIGIBLE INVESTMENTS, SERIES AND SUB-ACCOUNTS:
THE OFFITBANK Variable Insurance Fund, Inc.
(OFFITBANK VIF)
OFFITBANK VIF-High Yield Fund High Yield Sub-Account
OFFITBANK VIF-Investment Grade Global Debt Fund Investment Grade Global
Debt Sub-Account
OFFITBANK VIF-Emerging Markets Fund Emerging Markets
Sub-Account
Oppenheimer Variable Account Funds
Money Fund Money Market
Sub-Account
Page 4A of 29
<PAGE>
ANNUAL CERTIFICATE MAINTENANCE CHARGE: [Currently $35.00 each Certificate Year
is deducted on the last day of the Certificate Year and may be increased but it
will not exceed $60 per Certificate year. In the event of an increase, the
Company will give the Participant 90 days prior notice of the increase. The
Annual Certificate Maintenance Charge will be deducted from the Sub-Accounts in
the same proportion that the amount of the Certificate Value in each Sub-Account
bears to the total Certificate Value. If a total withdrawal is made on other
than the last day of the Certificate Year, the full Annual Certificate
Maintenance Charge will be deducted at the time of total withdrawal. If the
Annuity Date is not the last day of the Certificate Year, then a pro-rata
portion of the Annual Certificate Maintenance Charge will be deducted on the
Annuity Date. During the Annuity Period, the Annual Certificate Maintenance
Charge will be deducted pro-rata from Annuity Payments and will result in a
reduction of each Annuity Payment.]
MORTALITY AND EXPENSE RISK CHARGE: [The current charge is equal on an annual
basis to .38% of the average daily net asset value of the Separate Account. The
Company may increase this charge, however, the maximum Mortality and Expense
Risk Charge will not exceed 1.25% of the average daily net asset value of the
Separate Account. In the event of an increase, the Company will give the
Participant 90 days prior notice of the increase.]
ADMINISTRATIVE CHARGE: [The current charge is equal on an annual basis to .01%
of the average daily net asset value of the Separate Account. The Company may
increase this charge, however, the maximum Administrative Charge will not exceed
.25% of the average daily net asset value of the Separate Account. In the event
of an increase, the Company will give the Participant 90 days prior notice of
the increase.]
DISTRIBUTION CHARGE: [None.]
TRANSFERS:
NUMBER OF TRANSFERS: [Subject to the conditions imposed on such transfers
by the Company, Participants may make unlimited transfers during the
Accumulation Period and 6 transfers per calendar year during the Annuity
Period. The Company reserves the right to further limit the number of
transfers in the future.]
FREE TRANSFERS: [12 per calendar year during the Accumulation Period; 6
per calendar year during the Annuity Period. All transfers made during a
Valuation Period are deemed to be one transfer.]
TRANSFER FEE: [The Transfer fee will not exceed the lesser of $20 or 2% of
the amount transferred for each transfer beyond the 12 free unscheduled
transfers allowed per calendar year. Transfers made by the Company from the
Money Market Sub-Account at the end of the Right to Examine Certificate
period do not count against the transfer limit.]
MINIMUM AND MAXIMUM AMOUNT TO BE TRANSFERRED: [The minimum amount of a
transfer is $10,000 per transfer request (from one or multiple Sub-
Accounts) or the Participant's entire interest in the Sub-Account, if
less.]
MINIMUM AMOUNT WHICH MUST REMAIN IN A SUB-ACCOUNT AFTER A TRANSFER:
[$1,000; or $0 if the entire amount in the Sub-Account is transferred.]
Page 4B of 29
<PAGE>
WITHDRAWALS:
CONTINGENT DEFERRED SALES CHARGE: [None.]
FREE WITHDRAWAL AMOUNT: [Not Applicable.]
WITHDRAWAL CHARGE: [None.]
MINIMUM PARTIAL WITHDRAWAL: [$10,000.]
MINIMUM CERTIFICATE VALUE WHICH MUST REMAIN IN THE CERTIFICATE AFTER A
PARTIAL WITHDRAWAL: [$50,000.]
NUMBER OF PARTIAL WITHDRAWALS PERMITTED: [Currently no limitation.]
ANNUITY GUIDELINE PARAMETERS:
1. If the amount to be applied under an Annuity Option is less than
$2,000, the Company reserves the right to pay the amount in a
lump sum. If any Annuity Payment is less than $100, the Company
reserves the right to change the payment basis to equivalent
quarterly, semi-annual or annual payments.
2. The Annuity Date must be the first day of a calendar month. The
Annuity Date cannot be earlier than five years after the
Certificate Issue Date.
3. The latest permitted Annuity Date is the earlier of:
(i) the 90th birthday of the Annuitant or the oldest joint
Annuitant; or
(ii) the latest date permitted under state law.
RIDERS: [IRA Endorsement]
[Unisex Annuity Rates Certificate Endorsement]
ANNUITY SERVICE CENTER:
MassMutual and Affiliated Companies Service Center
ALLIANCE-ONE Services, L.P.
301 West 11th Street
Kansas City, MO 64105
(800) 334-8117
Page 4C of 29
<PAGE>
DEFINITIONS
ACCUMULATION PERIOD The period prior to the commencement of Annuity
Payments during which Purchase Payments may be
made.
ACCUMULATION UNIT A unit of measure used to determine the value of
the Participant's interest in a Sub-Account of the
Separate Account during the Accumulation Period.
AGE The age of any Participant or Annuitant on his/her
birthday nearest the date for which age is being
determined.
ANNUITANT The primary person upon whose life Annuity
Payments are to be made. On or after the Annuity
Date, the Annuitant shall also include any joint
Annuitant.
ANNUITY DATE The date on which Annuity Payments begin. The
Annuity Date is shown on the Certificate Schedule.
ANNUITY PAYMENTS The series of payments that will begin on the
Annuity Date.
ANNUITY OPTIONS Options available for Annuity Payments.
ANNUITY PERIOD The period which begins on the Annuity Date and
ends with the last Annuity Payment.
ANNUITY RESERVE The assets which support the Annuity Option
selected by the Participant during the Annuity
Period.
ANNUITY SERVICE The office indicated on the Certificate Schedule
CENTER to which notices, requests and Purchase Payments
must be sent. All sums payable by the Company
under this Certificate are payable only at the
Annuity Service Center.
ANNUITY UNIT A unit of measure used to determine the amount of
each Variable Annuity Payment after the Annuity
Date.
BENEFICIARY The person(s) or entity(ies) designated to receive
the death benefit provided by this Certificate.
CERTIFICATE An anniversary of the Issue Date of this
ANNIVERSARY Certificate.
PARTICIPANT The person(s) or entity(ies) entitled to the
ownership rights stated in this Certificate.
CERTIFICATE VALUE The sum of the Participant's interest in the Sub-
Accounts of the Separate Account during the
Accumulation Period.
CERTIFICATE YEAR The first Certificate Year is the annual period
which begins on the Certificate Issue Date.
Subsequent Certificate Years begin on each
anniversary of the Certificate Issue Date.
Page 5 of 30
<PAGE>
CERTIFICATE The date on which this Certificate became
ISSUE DATE effective. This date is shown on the Certificate
Schedule.
ELIGIBLE INVESTMENT An investment entity shown on the Certificate
Schedule into which assets of the Separate Account
will be invested.
FIXED ANNUITY A series of payments made during the Annuity
Period which are guaranteed as to dollar amount by
the Company.
GENERAL ACCOUNT The Company's general investment account which
contains all the assets of the Company with the
exception of the Separate Account and other
segregated asset accounts.
NET PURCHASE A Purchase Payment less any Premium Tax assessed
PAYMENT by any state or other jurisdiction.
PREMIUM TAX A tax imposed by certain states and other
jurisdictions when a Purchase Payment is made,
when Annuity Payments begin, or when the
Certificate is surrendered.
PURCHASE PAYMENT During the Accumulation Period, a payment made by
or on behalf of a Participant with respect to this
Certificate.
REVISION DATE The date of any revised Certificate Schedule. A
revised Certificate Schedule bearing the latest
Revision Date will supersede all previous
Certificate Schedules.
SEPARATE ACCOUNT The Company's Separate Account designated on the
Certificate Schedule.
SERIES A segment of an Eligible Investment which
constitutes a separate and distinct class of
shares into which assets of a Sub-Account will be
invested.
SUB-ACCOUNT Separate Account assets are divided into Sub-
Accounts which are listed on the Certificate
Schedule. Assets of each Sub-Account will be
invested in shares of an Eligible Investment or a
Series of an Eligible Investment.
VALUATION DATE Each day on which the Company, the New York Stock
Exchange ("NYSE") and the Eligible Investments are
open for business.
VALUATION PERIOD The period of time beginning at the close of
business of the NYSE on each Valuation Date and
ending at the close of business for the next
succeeding Valuation Date.
VARIABLE ANNUITY An annuity with payments which vary as to dollar
amount in relation to the investment performance
of specified Sub-Accounts of the Separate Account.
WRITTEN REQUEST A request in writing, in a form satisfactory to
the Company, which is received by the Annuity
Service Center.
Page 6 of 30
<PAGE>
PURCHASE PAYMENT PROVISIONS
PURCHASE PAYMENTS
The initial Purchase Payment is due on the Certificate Issue Date. The minimum
and maximum subsequent and total Purchase Payments are shown on the Certificate
Schedule. The Company reserves the right to reject any Application or Purchase
Payment.
SUBSEQUENT PURCHASE PAYMENTS
Subject to the minimum subsequent and maximum total shown on the Certificate
Schedule, the Participant may make subsequent Purchase Payments.
ALLOCATION OF PURCHASE PAYMENTS
The allocation of the initial Net Purchase Payment is made in accordance with
the selection made by the Participant at the time the Participant's Certificate
is issued. Unless otherwise changed by Written Request by the Participant,
subsequent Net Purchase Payments are allocated in the same manner as the initial
Net Purchase Payment. Allocation of the Net Purchase Payments is subject to the
Allocation Guidelines shown on the Certificate Schedule. The Company has
reserved the right to allocate initial Purchase Payments to the Money Market
Sub-Account until the expiration of the Right to Examine Certificate period.
SEPARATE ACCOUNT PROVISIONS
THE SEPARATE ACCOUNT
The Separate Account is designated on the Certificate Schedule and consists of
assets set aside by the Company, which are kept separate from that of the
general assets and all other separate account assets of the Company. The assets
of the Separate Account equal to reserves and other liabilities will not be
charged with liabilities arising out of any other business the Company may
conduct.
The Separate Account assets are divided into Sub-Accounts. The Sub-Accounts
which are available under this Certificate are listed in the Certificate
Schedule. The assets of the Sub-Accounts are allocated to the Eligible
Investment(s) and the Series, if any, within an Eligible Investment shown on the
Certificate Schedule. The Company may, from time to time, add additional
Eligible Investments or Series to those shown on the Certificate Schedule. The
Participant may be permitted to transfer Certificate Values or allocate Net
Purchase Payments to the additional Eligible Investments or Series. However, the
right to make such transfers or allocations will be limited by the terms and
conditions imposed by the Company.
Should the shares of any such Eligible Investment(s) or any Series within an
Eligible Investment become unavailable for investment by the Separate Account,
or the Company's Board of Directors deems further investment in these shares
inappropriate, the Company may limit further purchase of such shares or may
substitute shares of another Eligible Investment or Series for shares already
purchased under this Certificate.
VALUATION OF ASSETS
The assets of the Separate Account are valued at their fair market value in
accordance with procedures of the Company.
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ACCUMULATION UNITS
During the Accumulation Period, Accumulation Units shall be used to account for
all amounts allocated to or withdrawn from the Sub-Accounts of the Separate
Account as a result of Purchase Payments, withdrawals, transfers, or fees and
charges. The Company will determine the number of Accumulation Units of a Sub-
Account purchased or canceled. This will be done by dividing the amount
allocated to (or the amount withdrawn from) the Sub-Account by the dollar value
of one Accumulation Unit of the Sub-Account as of the end of the Valuation
Period during which the request for the transaction is received at the Annuity
Service Center.
ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are determined
by multiplying the Accumulation Unit Value for the immediately preceding
Valuation Period by the Net Investment Factor for the Sub-Account for the
current Valuation Period.
The Net Investment Factor for each Sub-Account is determined by dividing A by B
and subtracting C where:
A is (i) the net asset value per share of the Eligible Investment or
Series of an Eligible Investment held by the Sub-Account for the
current Valuation Period; plus
(ii) any dividend per share declared on behalf of such Eligible
Investment or Series that has an ex-dividend date within the
current Valuation Period; less
(iii) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation or
maintenance of the Sub-Account.
B is the net asset value per share of the Eligible Investment or
Series of an Eligible Investment held by the Sub-Account for the
immediately preceding Valuation Period.
C is the cumulative unpaid charge for the Mortality and Expense Risk
Charge, for the Administrative Charge and for the Distribution
Charge which are shown on the Certificate Schedule.
The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.
MORTALITY AND EXPENSE RISK CHARGE
Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
from each Sub-Account of the Separate Account which is equal, on an annual
basis, to the amount shown on the Certificate Schedule. The Mortality and
Expense Risk Charge compensates the Company for assuming the mortality and
expense risks under this Certificate.
ADMINISTRATIVE CHARGE
Each Valuation Period, the Company deducts an Administrative Charge from each
Sub-Account of the Separate Account which is equal, on an annual basis, to the
amount shown on the Certificate Schedule. The Administrative Charge compensates
the Company for the costs associated with the administration of this Certificate
and the Separate Account.
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DISTRIBUTION CHARGE
Each Valuation Period, the Company deducts a Distribution Charge from each Sub-
Account of the Separate Account which is equal, on an annual basis to the amount
shown on the Certificate Schedule. The Distribution Charge compensates the
Company for the costs associated with the distribution of this Certificate.
MORTALITY AND EXPENSE GUARANTEE
The Company guarantees that the dollar amount of each Annuity Payment after the
first Annuity Payment will not be affected by variations in mortality or expense
experience.
ANNUAL CERTIFICATE MAINTENANCE CHARGE
DEDUCTION FOR ANNUAL CERTIFICATE MAINTENANCE CHARGE
The Company deducts an Annual Certificate Maintenance Charge from the
Certificate Value or Annuity Payments to reimburse it for expenses relating to
maintenance of the Certificate. The Annual Certificate Maintenance Charge is
shown on the Certificate Schedule.
TRANSFERS
TRANSFERS DURING THE ACCUMULATION PERIOD
Subject to any limitations imposed by the Company on the number of transfers,
shown on the Certificate Schedule, that can be made during the Accumulation
Period, the Participant may transfer all or part of the Participant's interest
in a Sub-Account by Written Request without the imposition of any fee or charge
if there have been no more than the number of free transfers shown on the
Certificate Schedule. All transfers are subject to the following:
1. If more than the number of free transfers have been made, the
Company will deduct a Transfer Fee, shown on the Certificate
Schedule, for each subsequent transfer permitted. The Transfer
Fee will be deducted from the Participant's interest in the Sub-
Account from which the transfer is made. However, if the
Participant's entire interest in a Sub-Account is being
transferred, the Transfer Fee will be deducted from the amount
which is transferred. If Certificate Values are being transferred
from more than one Sub-Account, any Transfer Fee will be
allocated to those Sub-Accounts on a pro-rata basis in proportion
to the amount transferred from each Sub-Account.
2. The minimum amount which can be transferred is shown on the
Certificate Schedule. The minimum amount which must remain in a
Sub-Account is shown on the Certificate Schedule.
3. The Company reserves the right, at any time and without prior
notice to any party, to terminate, suspend or modify the transfer
privilege described above.
If the Participant elects to use this transfer privilege, the Company will not
be liable for transfers made in accordance with the Participant's instructions.
All amounts and Accumulation Units will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Center.
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TRANSFERS DURING THE ANNUITY PERIOD
During the Annuity Period, the Participant may make transfers, by Written
Request, as follows:
1. The Participant may make transfers of Annuity Reserves between
Sub-Accounts, subject to any limitations imposed by the Company
on the number of transfers, shown on the Certificate Schedule,
that can be made. If more than the number of free transfers have
been made, the Company will deduct a Transfer Fee, shown on the
Certificate Schedule, for each subsequent transfer permitted. The
Transfer Fee will be deducted from the Participant's interest in
the Sub-Account from which the transfer is made. However, if the
Participant's entire interest in a Sub-Account is being
transferred, the Transfer Fee will be deducted from the amount
which is transferred. If Annuity Reserves are being transferred
from more than one Sub-Account, any Transfer Fee will be
allocated to those Sub-Accounts on a pro-rata basis in proportion
to the amount transferred from each Sub-Account.
2. The Participant may, once each Certificate Year, make a transfer
from one or more Sub-Accounts to the General Account. The
Participant may not make a transfer from the General Account to
the Separate Account.
3. Transfers between Sub-Accounts will be made by converting the
number of Annuity Units being transferred to the number of
Annuity Units of the Sub-Account to which the transfer is made,
so that the next Annuity Payment if it were made at that time
would be the same amount that it would have been without the
transfer. Thereafter, Annuity Payments will reflect changes in
the value of the new Annuity Units.
The amount transferred to the General Account from a Sub-Account
will be based on the Annuity Reserves for the Participant in that
Sub-Account. Transfers to the General Account will be made by
converting the Annuity Units being transferred to purchase fixed
Annuity Payments under the Annuity Option in effect and based on
the Age of the Annuitant at the time of the transfer.
4. The minimum amount which can be transferred is shown on the
Certificate Schedule. The minimum amount which must remain in a
Sub-Account is shown on the Certificate Schedule.
5. The Company reserves the right, at any time and without prior
notice to any party, to terminate, suspend or modify the transfer
privilege described above.
If the Participant elects to use this transfer privilege, the Company will not
be liable for transfers made in accordance with the Participant's instructions.
All amounts and Annuity Unit Values will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Center.
Page 10 of 30
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WITHDRAWAL PROVISIONS
WITHDRAWAL
During the Accumulation Period, the Participant may, upon Written Request, make
a total or partial withdrawal of the Certificate Withdrawal Value. The
Certificate Withdrawal Value is:
1. The Certificate Value as of the end of the Valuation Period
during which a Written Request for a withdrawal is received; less
2. Any applicable Premium Taxes not previously deducted; less
3. The Contingent Deferred Sales Charge, if any; less
4. The Withdrawal Charge, if any; less
5. The Annual Certificate Maintenance Charge, if any; less
6. Any Purchase Payments credited to the Certificate when based upon
checks that have not cleared the drawer bank.
A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account in the ratio that the Participant's interest in the Sub-
Account bears to the total Certificate Value. The Participant must specify by
Written Request in advance which Sub-Account Units are to be canceled if other
than the above method is desired. If the Participant makes a total withdrawal,
all of the Participant's rights and interests in the Certificate will terminate.
The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of Payments
Provision is in effect.
Each partial withdrawal must be for an amount which is not less than the minimum
amount shown on the Certificate Schedule. The Certificate Value which must
remain in a Certificate after a partial withdrawal is shown on the Certificate
Schedule. The Company reserves the right to limit the number of partial
withdrawals that can be made from a Certificate. The current number of partial
withdrawals permitted is shown on the Certificate Schedule.
CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge may be deducted in the event of a withdrawal
of all or a portion of the Certificate Value. The Contingent Deferred Sales
Charge and Free Withdrawal Amounts are set out on the Certificate Schedule.
WITHDRAWAL CHARGE
A service fee (Withdrawal Charge) may be deducted in the event of a withdrawal.
The Withdrawal Charge is set out on the Certificate Schedule.
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PROCEEDS PAYABLE ON DEATH
DEATH OF PARTICIPANT DURING THE ACCUMULATION PERIOD
Upon the death of the Participant or a Joint Participant during the Accumulation
Period, the death benefit will be paid to the Beneficiary designated by the
Participant. Upon the death of a Joint Participant, the surviving Joint
Participant, if any, will be treated as the Primary Beneficiary. Any other
Beneficiary designation on record at the time of death will be treated as a
Contingent Beneficiary.
A Beneficiary may request that the death benefit be paid under one of the Death
Benefit Options below. If the Beneficiary is the spouse of the Participant he or
she may elect to continue the Certificate at the then current Certificate Value
in his or her own name and exercise all the Participant's rights under the
Certificate.
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD
The death benefit during the Accumulation Period will be the Certificate Value
determined and paid as of the end of the Valuation Period during which the
Company receives both due proof of death and an election for the payment method.
DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD
A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Participant during the
Accumulation Period:
Option 1 - lump sum payment of the death benefit; or
---------
Option 2 - the payment of the entire death benefit within 5 years of
---------
the date of the death of the Participant; or
Option 3 - payment of the death benefit under an Annuity Option over
---------
the lifetime of the Beneficiary or over a period not
extending beyond the life expectancy of the Beneficiary with
distribution beginning within one year of the date of death
of the Participant or any Joint Participant.
Any portion of the death benefit not applied under Option 3 within one year of
the date of the Participant's death must be distributed within five years of the
date of death.
A spousal Beneficiary may elect to continue the Certificate in his or her own
name, elect a lump sum payment of the death benefit or apply the death benefit
to an Annuity Option.
If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.
Payment to the Beneficiary, other than in a lump sum, may only be elected during
the sixty-day period beginning with the date of receipt by the Company of proof
of death.
DEATH OF PARTICIPANT DURING THE ANNUITY PERIOD
If the Participant or a Joint Participant, who is not the Annuitant, dies during
the Annuity Period, any remaining payments under the Annuity Option elected will
continue at least as rapidly as under the method of distribution in effect at
such Participant's death. Upon the death of a Participant during the Annuity
Period, the Beneficiary becomes the Participant.
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DEATH OF ANNUITANT
Upon the death of the Annuitant, who is not a Participant, during the
Accumulation Period, the Participant may designate a new Annuitant, subject to
the Company's underwriting rules then in effect. If no designation is made
within 30 days of the death of the Annuitant, the Participant will become the
Annuitant. If the Participant is a non-natural person, the death of the
Annuitant will be treated as the death of the Participant and a new Annuitant
may not be designated.
Upon the death of the Annuitant on or after the Annuity Date, the death benefit,
if any, will be as specified in the Annuity Option elected. Death benefits will
be paid at least as rapidly as under the method of distribution in effect at the
Annuitant's death.
PAYMENT OF DEATH BENEFIT
The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:
1. a certified death certificate;
2. a certified decree of a court of competent jurisdiction as to the
finding of death; or
3. any other proof satisfactory to the Company.
All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.
BENEFICIARY
The Beneficiary designation in effect on the Certificate Issue Date will remain
in effect until changed. Unless the Participant provides otherwise, the death
benefit will be paid in equal shares to the survivor(s) as follows:
1. to the Primary Beneficiary(ies) who survive the Participant's
and/or the Annuitant's death, as applicable; or if there are none
2. to the Contingent Beneficiary(ies) who survive the Participant's
and/or the Annuitant's death, as applicable; or if there are none
3. to the estate of the Participant.
Beneficiaries may be named irrevocably. A change of Beneficiary requires the
consent of any irrevocable Beneficiary. If an irrevocable Beneficiary is named,
the Participant retains all other contractual rights.
CHANGE OF BENEFICIARY
Subject to the rights of any irrevocable Beneficiary(ies), the Participant may
change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). A change may
be made by Written Request. The change will take effect as of the date the
notice is signed. The Company will not be liable for any payment made or action
taken before it records the change.
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SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION
The Company reserves the right to suspend or postpone payments for a withdrawal
or transfer for any period when:
1. The New York Stock Exchange is closed (other than customary
weekend and holiday closings);
2. Trading on the New York Stock Exchange is restricted;
3. An emergency exists as a result of which disposal of securities
held in the Separate Account is not reasonably practicable or it
is not reasonably practicable to determine the value of the
Separate Account's net assets; or
4. During any other period when the Securities and Exchange
Commission, by order, so permits for the protection of
Participants;
provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS
ANNUITANT
The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Participant at the Certificate Issue
Date, unless changed prior to the Annuity Date. The Annuitant may not be changed
in a Certificate which is owned by a non-natural person. Any change of Annuitant
is subject to the Company's underwriting rules then in effect.
PARTICIPANT
The Participant has all rights under this Certificate. The Participant is the
person designated as such on the Certificate Issue Date, unless changed.
The Participant may change owners at any time prior to the Annuity Date by
Written Request. A change of Participant will automatically revoke any prior
designation of Participant. The change will become effective as of the date the
Written Request is signed. A new designation of Participant will not apply to
any payment made or action taken by the Company prior to the time it was
received.
JOINT PARTICIPANTS
A Certificate can be owned by Joint Participants. If Joint Participants are
named, any Joint Participant must be the spouse of the other Participant. Upon
the death of either Participant, the surviving spouse will be the Primary
Beneficiary. Any other Beneficiary designation will be treated as a Contingent
Beneficiary unless otherwise indicated in a Written Request.
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ASSIGNMENT OF THE CERTIFICATE
A Written Request specifying the terms of an assignment of this Certificate must
be provided to the Annuity Service Center. Until the Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in this Certificate by assignment, agreement, or
otherwise.
The Company will not be responsible for the validity or tax consequences of any
assignment. Any assignment made after the death benefit has become payable will
be valid only with the Company's consent.
If this Certificate is assigned, the Participant's rights may only be exercised
with the consent of the assignee of record.
GENERAL PROVISIONS
THE CERTIFICATE
The entire Certificate consists of this Certificate, any Application and any
riders or endorsements attached to this Certificate.
CERTIFICATE CHANGES BY THE COMPANY
The Company reserves the right to amend this Certificate to meet the
requirements of any applicable federal or state laws or regulations, or as
otherwise provided in this Certificate. The Company will notify the Participant
in writing of such amendments.
Any changes to this Certificate by the Company must be signed by an authorized
officer of the Company. Agents of the Company have no authority to alter or
modify any of the terms, conditions, agreements of this Certificate, or to waive
any of its provisions.
CERTIFICATE CHANGES BY THE PARTICIPANT
The Participant may, subject to the Company's underwriting rules then in effect
and in accordance with the provisions of this Certificate, by Written Request:
1. change the Participant;
2. change the Annuity Date and/or the Annuity Option at any time up
to thirty (30) calendar days before the current Annuity Date,
provided the Annuitant is then living;
3. change the Beneficiary; or
4. change the Annuitant, prior to the Annuity Date.
A change of Annuitant, Annuity Date and Annuity Option will take effect on the
date the Written Request is received.
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CERTIFICATE TERMINATION
This Certificate will terminate upon the occurrence of any of the following
events:
1. the date of the last Annuity Payment;
2. the date payment is made of the entire Certificate Value;
3. the date of the last death benefit payment to the last Beneficiary;
4. the date the Certificate is returned under the Right to Examine
Certificate provision.
INCONTESTABILITY
The Company shall not contest the validity of this Certificate.
MISSTATEMENT OF AGE OR SEX
If the Annuitant's Age or sex has been incorrectly stated, the Annuity Payment
payable will be that which the Certificate Value, reduced by any applicable
Premium Tax, Annual Certificate Maintenance Charge, and Contingent Deferred
Sales Charge, would have purchased at the correct Age and sex. After correction,
the Annuitant will receive the sum of any underpayments made by the Company
within thirty (30) calendar days. The amount of any overpayments made by the
Company will be charged against the payment(s) following the correction.
NON-BUSINESS DAYS
If the due date for any activity required by the Certificate falls on a non-
business day for the Company, performance will be rendered on the first business
day following the due date.
NON-PARTICIPATING
This Certificate is non-participating and will not share in any surplus earnings
of the Company. No dividends are payable on this Certificate.
PROTECTION OF PROCEEDS
To the extent permitted by law, all payments under this Certificate shall be
free from legal process and the claim of any creditor if the person is entitled
to them under this Certificate. No payment and no amount under this Certificate
can be taken or assigned in advance of its payment date unless the Company
receives the Participant's written consent.
REGULATORY REQUIREMENTS
All values payable under this Certificate will not be less than the minimum
benefits required by the laws and regulations of the state in which this
Certificate is delivered.
REPORTS
Each year the Company will provide to the Participant an accounting of Purchase
Payments, transfers, withdrawals, charges applicable to this Certificate, and
any other information required under state or federal law.
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PREMIUM AND OTHER TAXES
Any Premium Taxes relating to this Certificate may be deducted from the Purchase
Payments or Certificate Value when incurred. The Company will, in its sole
discretion, determine when Premium Taxes have resulted from: the investment
experience of the Separate Account; receipt by the Company of the Purchase
Payments; or commencement of Annuity Payments. The Company may, at its sole
discretion, pay such Premium Taxes when due and deduct that amount from the
Certificate Value at a later date. Payment at an earlier date does not waive any
right the Company may have to deduct amounts at a later date.
The Company will deduct any withholding taxes required by applicable law.
The Company reserves the right to establish a provision for federal income taxes
if it determines, in its sole discretion, that it will incur a tax as a result
of the operation of the Separate Account. The Company will deduct for any income
taxes incurred by it as a result of the operation of the Separate Account
whether or not there was a provision for taxes and whether or not it was
sufficient.
ANNUITY PROVISIONS
ANNUITY GUIDELINES
Once the Certificate reaches the Annuity Date, the following guidelines apply:
1. The Participant may elect to have the Certificate Value applied to
provide a Variable Annuity, a Fixed Annuity, or a combination Fixed
and Variable Annuity. If a combination is elected, the Participant
must specify what part of the Certificate Value is to be applied to
the Fixed and Variable options.
2. The amount applied to an Annuity Option on the Annuity Date, excluding
any death benefit proceeds applied to an Annuity Option, is equal to
the Certificate Value minus any applicable Premium Tax, Annual
Certificate Maintenance Charge and Contingent Deferred Sales Charge
shown on the Certificate Schedule.
3. The minimum amount that may be applied under any Annuity Option, and
the minimum periodic Annuity Payment allowed, are set forth on the
Certificate Schedule in the Annuity Guideline Parameters.
4. Participants select an Annuity Date at the Certificate Issue Date.
Participants may change the Annuity Date at any time up to thirty (30)
calendar days prior to the current Annuity Date by Written Request.
Any Annuity Date selected is subject to the Annuity Guideline
Parameters set forth on the Certificate Schedule.
5. If no Annuity Option has been chosen at least thirty (30) calendar
days before the Annuity Date, the Company will make payments to the
Annuitant under Option B, with 10 years of payments guaranteed. Unless
specified otherwise, the Certificate Value shall be used to provide a
Variable Annuity.
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ANNUITY PAYMENTS
The Company will make Annuity Payments beginning on the Annuity Date, provided
no death benefit has become payable and the Participant has by Written Request
selected an available Annuity Option and payment schedule. Except as otherwise
agreed to by the Participant and the Company, Annuity Payments will be payable
monthly. The Annuity Option and frequency of Annuity Payments may not be changed
by the Participant after Annuity Payments begin. Unless the Participant
specifies otherwise, the payee of the Annuity Payments shall be the Annuitant.
If the amount of the Annuity Payment will depend on the Age or sex of the
Annuitant, the Company reserves the right to ask for satisfactory proof of the
Annuitant's (or Joint Annuitant's, if any) Age and sex. The Company reserves the
right to delay Annuity Payments until acceptable proof is received.
FIXED ANNUITY
A Fixed Annuity provides for payments which do not fluctuate based on investment
performance.
The Fixed Annuity shall be determined by applying the Annuity Purchase Rates set
forth in the Fixed Annuity Rate Tables below to the portion of the Certificate
Value allocated to the Fixed Annuity Option selected by the Participant.
VARIABLE ANNUITY
A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the allocation of the Certificate Value among
the Sub-Accounts.
ANNUITY UNITS AND PAYMENTS
The dollar amount of each Variable Annuity payment depends on the number of
Annuity Units credited to that Annuity Option, and the value of those Units. The
number of Annuity Units is determined as follows:
1. The number of Annuity Units credited in each Sub-Account will be
determined by dividing the product of the portion of the Certificate
Value to be applied to the Sub-Account and the Annuity Purchase Rate
by the value of one Annuity Unit in that Sub-Account on the Annuity
Date. The purchase rates are set forth in the Variable Annuity Rate
Tables below.
2. For each Sub-Account, the amount of each Annuity Payment equals the
product of the Annuitant's number of Annuity Units and the Annuity
Unit Value on the payment date. The amount of each payment may vary.
ANNUITY UNIT VALUE
The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.
The Sub-Account Annuity Unit Value at the end of any subsequent Valuation Period
is determined as follows:
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1. The Net Investment Factor for the current Valuation Period is
multiplied by the value of the Annuity Unit for the Sub-Account for
the immediately preceding Valuation Period.
2. The result in (1) is then divided by an assumed investment factor. The
assumed investment rate factor equals 1.00 plus the assumed investment
rate for the number of days since the preceding Valuation Date.
Assumed investment rate is based on an effective annual rate of [4%].
The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.
ANNUITY OPTIONS
The Participant may choose periodic fixed and/or variable Annuity Payments under
any one of the Annuity Options described below. The Company may consent to other
plans of payment before the Annuity Date.
The following Annuity Options are available:
Annuity Option A - Life Income
- ----------------
Periodic payments will be made as long as the Annuitant lives.
Annuity Option B - Life Income with Period Certain
- ----------------
Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5), ten
(10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed annuity payments remaining commuted and paid
in a lump sum.
Annuity Option C - Joint and Last Survivor Payments
- ----------------
Periodic payments will be made during the joint lifetime of two Annuitants
continuing in the same amount during the lifetime of the surviving Annuitant.
Annuity Option D - Joint and 2/3 Survivor Annuity
- ----------------
Periodic payments will be made during the joint lifetime of two Annuitants.
Payments will continue during the lifetime of the surviving Annuitant and will
be computed on the basis of two-thirds of the annuity payment (or Units) in
effect during the joint lifetime.
Annuity Option E - Period Certain
- ----------------
Periodic payments will be made for a specified period. The specified period must
be at least five (5) years and cannot be more than thirty (30) years. If the
Participant does not desire payments to continue for the remainder of the
guaranteed period, he/she may elect to have the present value of the remaining
payments commuted and paid in a lump sum or as an Annuity Option purchased at
the date of such election.
Annuity Option F - Special Income Settlement Agreement
- ----------------
The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Participant and the Company.
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ANNUITY RATES
-------------
FIXED ANNUITY RATES
- -------------------
Notes to Tables
- ---------------
Table 1 - Annuity Options A and B
Table 2 - Annuity Option C
Table 3 - Annuity Option D
Table 4 - Annuity Option E
Note 1: If the single premium immediate annuity rates offered by the Company
and designated by the Company for this purpose on the Annuity Date are
more favorable than the minimum guaranteed rates used to develop
Tables 1, 2, 3 or 4, those rates will be used.
Note 2: The 1983 Table "a" mortality table, projected to the year 2015 with
Projection Scale G, applies to all Annuity Options which include life
contingent payments. Where applicable, unisex mortality rates and
projection factors are based on a 40%/60% male/female weighting.
Note 3: The Annuity Option rates shown in Tables 1, 2, 3, and 4 are based on
an effective annual interest rate of 3%.
Note 4: Rates will be determined based on the age(s) of any Annuitant(s) on
his/her birthday nearest the Annuity Date. The tables below show
Annuity Option rates based on age nearest birthday.
Note 5: The purchase rate for any age or combination of ages not shown in the
tables below will be calculated on the same basis as the payments for
those shown and may be obtained by Written Request.
Page 20 of 30
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 1 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
- -----------------------------------------------------------------------
MALE FEMALE
- -----------------------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Only C&L C&L C&L Age
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.94 3.93 3.91 3.84 3.64 3.64 3.63 3.60 50
51 4.00 3.99 3.97 3.89 3.69 3.69 3.68 3.64 51
52 4.07 4.06 4.04 3.94 3.74 3.74 3.73 3.69 52
53 4.13 4.13 4.10 4.00 3.80 3.79 3.78 3.74 53
54 4.21 4.20 4.17 4.06 3.85 3.85 3.84 3.79 54
55 4.29 4.28 4.25 4.11 3.92 3.91 3.90 3.84 55
56 4.37 4.36 4.32 4.17 3.98 3.98 3.96 3.90 56
57 4.45 4.44 4.40 4.23 4.05 4.04 4.03 3.95 57
58 4.54 4.53 4.49 4.30 4.12 4.11 4.10 4.01 58
59 4.64 4.63 4.58 4.36 4.20 4.19 4.17 4.07 59
60 4.74 4.73 4.67 4.42 4.28 4.27 4.25 4.13 60
61 4.85 4.84 4.77 4.49 4.36 4.35 4.33 4.20 61
62 4.97 4.95 4.88 4.56 4.45 4.44 4.41 4.27 62
63 5.10 5.07 4.99 4.62 4.55 4.54 4.50 4.33 63
64 5.23 5.20 5.11 4.69 4.65 4.64 4.60 4.40 64
65 5.37 5.34 5.23 4.75 4.76 4.75 4.70 4.47 65
66 5.53 5.49 5.35 4.82 4.88 4.86 4.81 4.55 66
67 5.69 5.64 5.49 4.88 5.00 4.98 4.92 4.62 67
68 5.86 5.81 5.63 4.94 5.13 5.11 5.04 4.69 68
69 6.05 5.98 5.77 5.00 5.28 5.25 5.17 4.76 69
70 6.25 6.17 5.92 5.06 5.43 5.40 5.30 4.83 70
71 6.45 6.36 6.07 5.11 5.60 5.56 5.44 4.90 71
72 6.67 6.56 6.23 5.16 5.77 5.73 5.59 4.97 72
73 6.91 6.78 6.39 5.21 5.97 5.92 5.75 5.03 73
74 7.16 7.00 6.56 5.25 6.18 6.11 5.91 5.09 74
75 7.42 7.24 6.72 5.29 6.40 6.33 6.08 5.15 75
76 7.71 7.49 6.90 5.33 6.64 6.55 6.26 5.20 76
77 8.01 7.76 7.07 5.36 6.90 6.79 6.44 5.25 77
78 8.34 8.04 7.24 5.38 7.17 7.04 6.63 5.29 78
79 8.69 8.33 7.42 5.41 7.47 7.31 6.82 5.32 79
80 9.06 8.64 7.59 5.43 7.79 7.59 7.01 5.36 80
81 9.46 8.95 7.77 5.45 8.14 7.90 7.21 5.39 81
82 9.88 9.29 7.94 5.46 8.51 8.22 7.40 5.41 82
83 10.34 9.63 8.10 5.47 8.92 8.56 7.59 5.43 83
84 10.82 9.99 8.25 5.48 9.35 8.91 7.78 5.45 84
85 11.34 10.36 8.40 5.49 9.83 9.29 7.96 5.47 85
- ---------------------------------------------------------------------
</TABLE>
Page 21 of 30
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 2 - OPTION C
MONTHLY PAYMENT PER $1,000
- -----------------------------------------------------------------------------------
MALE/FEMALE JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------
MALE FEMALE AGE MALE
------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.11 3.18 3.24 3.30 3.34 3.38 3.40 3.42 3.43 3.44 40
45 3.15 3.24 3.33 3.41 3.48 3.54 3.58 3.61 3.63 3.65 45
50 3.18 3.29 3.41 3.52 3.63 3.72 3.79 3.84 3.88 3.90 50
55 3.21 3.33 3.48 3.63 3.77 3.91 4.02 4.11 4.18 4.22 55
60 3.22 3.36 3.53 3.71 3.91 4.10 4.28 4.43 4.55 4.63 60
65 3.24 3.39 3.57 3.78 4.02 4.28 4.55 4.79 4.99 5.14 65
70 3.24 3.40 3.59 3.83 4.11 4.44 4.79 5.16 5.50 5.77 70
75 3.25 3.41 3.61 3.86 4.17 4.55 5.00 5.51 6.01 6.47 75
80 3.25 3.42 3.62 3.88 4.21 4.64 5.16 5.80 6.51 7.22 80
85 3.25 3.42 3.63 3.90 4.24 4.69 5.27 6.03 6.94 7.94 85
- -----------------------------------------------------------------------------------
MALE(1)MALE(2) JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------
40 3.17 3.24 3.29 3.33 3.37 3.40 3.41 3.43 3.44 3.44 40
45 3.24 3.32 3.40 3.47 3.53 3.57 3.60 3.63 3.64 3.65 45
50 3.29 3.40 3.51 3.61 3.70 3.77 3.83 3.87 3.89 3.91 50
55 3.33 3.47 3.61 3.75 3.89 4.00 4.09 4.16 4.21 4.24 55
60 3.37 3.53 3.70 3.89 4.07 4.25 4.40 4.52 4.60 4.66 60
65 3.40 3.57 3.77 4.00 4.25 4.50 4.73 4.93 5.09 5.20 65
70 3.41 3.60 3.83 4.09 4.40 4.73 5.08 5.40 5.67 5.88 70
75 3.43 3.63 3.87 4.16 4.52 4.93 5.40 5.87 6.31 6.67 75
80 3.44 3.64 3.89 4.21 4.60 5.09 5.67 6.31 6.96 7.57 80
85 3.44 3.65 3.91 4.24 4.66 5.20 5.88 6.67 7.57 8.48 85
- -----------------------------------------------------------------------------------
FEMALE(1)FEMALE(2) JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -----------------------------------------------------------------------------------
40 3.06 3.11 3.15 3.19 3.21 3.23 3.24 3.25 3.25 3.25 40
45 3.11 3.19 3.25 3.30 3.34 3.37 3.39 3.40 3.41 3.42 45
50 3.15 3.25 3.34 3.42 3.49 3.54 3.58 3.60 3.62 3.63 50
55 3.19 3.30 3.42 3.54 3.64 3.73 3.79 3.84 3.87 3.89 55
60 3.21 3.34 3.49 3.64 3.79 3.93 4.05 4.13 4.19 4.23 60
65 3.23 3.37 3.54 3.73 3.93 4.13 4.32 4.47 4.59 4.66 65
70 3.24 3.39 3.58 3.79 4.05 4.32 4.60 4.86 5.06 5.21 70
75 3.25 3.40 3.60 3.84 4.13 4.47 4.86 5.25 5.62 5.91 75
80 3.25 3.41 3.62 3.87 4.19 4.59 5.06 5.62 6.18 6.70 80
85 3.25 3.42 3.63 3.89 4.23 4.66 5.21 5.91 6.70 7.52 85
- -----------------------------------------------------------------------------------
</TABLE>
Page 22 of 30
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 3 - OPTION D
MONTHLY PAYMENT PER $1,000
- -------------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND 2/3 ANNUITY
- -------------------------------------------------------------------------------------------
MALE FEMALE AGE FEMALE
----------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.21 3.26 3.31 3.35 3.38 3.40 3.42 3.43 3.44 3.44 40
45 3.30 3.37 3.43 3.49 3.54 3.58 3.61 3.63 3.64 3.65 45
50 3.40 3.48 3.57 3.65 3.73 3.79 3.84 3.87 3.90 3.91 50
55 3.50 3.60 3.71 3.82 3.93 4.03 4.11 4.17 4.21 4.24 55
60 3.61 3.73 3.86 4.00 4.15 4.30 4.43 4.53 4.61 4.67 60
65 3.73 3.86 4.02 4.19 4.39 4.59 4.79 4.97 5.11 5.22 65
70 3.86 4.01 4.19 4.40 4.64 4.91 5.20 5.48 5.73 5.92 70
75 4.00 4.16 4.36 4.60 4.89 5.23 5.61 6.03 6.42 6.76 75
80 4.14 4.31 4.53 4.80 5.13 5.54 6.03 6.59 7.19 7.74 80
85 4.27 4.46 4.69 4.99 5.36 5.83 6.42 7.14 7.97 8.82 85
- -------------------------------------------------------------------------------------------
MALE(1)MALE(2) JOINT AND 2/3 ANNUITY
- -------------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -------------------------------------------------------------------------------------------
40 3.26 3.30 3.34 3.37 3.40 3.41 3.43 3.44 3.44 3.45 40
45 3.37 3.43 3.48 3.53 3.57 3.60 3.62 3.64 3.65 3.65 45
50 3.48 3.56 3.64 3.71 3.78 3.83 3.86 3.89 3.91 3.92 50
55 3.60 3.71 3.81 3.92 4.01 4.09 4.16 4.20 4.23 4.26 55
60 3.73 3.86 3.99 4.14 4.27 4.40 4.51 4.59 4.65 4.69 60
65 3.87 4.02 4.19 4.37 4.57 4.76 4.93 5.07 5.18 5.26 65
70 4.02 4.19 4.40 4.63 4.88 5.15 5.42 5.65 5.85 6.00 70
75 4.18 4.37 4.60 4.88 5.19 5.55 5.94 6.31 6.64 6.91 75
80 4.33 4.55 4.81 5.12 5.50 5.96 6.48 7.02 7.54 8.01 80
85 4.48 4.72 5.00 5.36 5.80 6.34 7.00 7.73 8.51 9.26 85
- -------------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) JOINT AND 2/3 ANNUITY
- -------------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1) FEMALE(1)
------------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -------------------------------------------------------------------------------------------
40 3.12 3.16 3.19 3.21 3.23 3.24 3.24 3.25 3.25 3.25 40
45 3.21 3.26 3.31 3.34 3.37 3.39 3.40 3.41 3.42 3.42 45
50 3.30 3.37 3.43 3.49 3.54 3.57 3.60 3.61 3.63 3.63 50
55 3.40 3.48 3.57 3.66 3.73 3.79 3.83 3.87 3.89 3.90 55
60 3.50 3.60 3.72 3.83 3.94 4.04 4.12 4.18 4.22 4.24 60
65 3.61 3.73 3.87 4.02 4.17 4.32 4.46 4.57 4.64 4.69 65
70 3.74 3.88 4.04 4.22 4.42 4.64 4.85 5.03 5.18 5.29 70
75 3.88 4.03 4.22 4.43 4.69 4.97 5.28 5.59 5.86 6.06 75
80 4.03 4.20 4.40 4.65 4.95 5.31 5.73 6.19 6.64 7.03 80
85 4.19 4.37 4.59 4.87 5.22 5.65 6.18 6.81 7.49 8.16 85
- -------------------------------------------------------------------------------------------
</TABLE>
Page 23 of 30
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 4 - OPTION E
MONTHLY PAYMENT PER $1000
- --------------------------------------------------------------------
YEARS MONTHLY INCOME
- --------------------------------------------------------------------
<S> <C>
5 $17.91
6 15.14
7 13.16
8 11.68
9 10.53
10 9.61
11 8.86
12 8.24
13 7.71
14 7.26
15 6.87
16 6.53
17 6.23
18 5.96
19 5.73
20 5.51
21 5.32
22 5.15
23 4.99
24 4.84
25 4.71
26 4.59
27 4.47
28 4.37
29 4.27
30 4.18
- --------------------------------------------------------------------
</TABLE>
Page 24 of 30
<PAGE>
ANNUITY RATES
-------------
VARIABLE ANNUITY RATES
- ----------------------
Notes to Tables
- ---------------
Table 5 - Annuity Options A and B
Table 6 - Annuity Option C
Table 7 - Annuity Option D
Table 8 - Annuity Option E
Note 1: The 1983 Table "a" mortality table, projected to the year 2015 with
Projection Scale G, applies to all Annuity Options which include life
contingent payments. Where applicable, unisex mortality rates and
projection factors are based on a 40%/60% male/female weighting.
Note 2: The Annuity Option rates shown in Tables 5, 6, 7 and 8 are based on
an assumed effective annual interest rate of 4%.
Note 3: Rates will be determined based on the age(s) of any Annuitant(s) on
his/her birthday nearest the Annuity Date. The tables below show
Annuity Option rates based on age nearest birthday.
Note 4: The purchase rate for any age or combination of ages not shown in the
tables below will be calculated on the same basis as the payments for
those shown and may be obtained by Written Request.
Page 25 of 30
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 5 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
- ----------------------------------------------------------------------
MALE FEMALE
- ----------------------------------------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Only C&L C&L C&L Age
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 4.53 4.53 4.51 4.42 4.24 4.24 4.23 4.19 50
51 4.60 4.59 4.56 4.47 4.29 4.29 4.28 4.23 51
52 4.66 4.65 4.63 4.52 4.34 4.33 4.32 4.28 52
53 4.73 4.72 4.69 4.57 4.39 4.39 4.38 4.32 53
54 4.80 4.79 4.76 4.62 4.45 4.44 4.43 4.37 54
55 4.88 4.86 4.83 4.68 4.51 4.50 4.49 4.42 55
56 4.95 4.94 4.90 4.74 4.57 4.56 4.54 4.47 56
57 5.04 5.02 4.98 4.79 4.63 4.63 4.61 4.52 57
58 5.13 5.11 5.06 4.85 4.70 4.70 4.67 4.58 58
59 5.22 5.21 5.15 4.91 4.78 4.77 4.74 4.64 59
60 5.33 5.31 5.24 4.97 4.86 4.85 4.82 4.70 60
61 5.44 5.41 5.34 5.04 4.94 4.93 4.90 4.76 61
62 5.55 5.53 5.44 5.10 5.03 5.02 4.98 4.82 62
63 5.68 5.65 5.55 5.16 5.12 5.11 5.07 4.89 63
64 5.81 5.78 5.67 5.22 5.22 5.21 5.16 4.95 64
65 5.96 5.91 5.79 5.28 5.33 5.31 5.26 5.02 65
66 6.11 6.06 5.91 5.35 5.45 5.43 5.37 5.09 66
67 6.27 6.22 6.04 5.40 5.57 5.55 5.48 5.15 67
68 6.45 6.38 6.18 5.46 5.70 5.68 5.60 5.22 68
69 6.63 6.55 6.32 5.52 5.85 5.82 5.72 5.29 69
70 6.83 6.74 6.46 5.57 6.00 5.96 5.85 5.36 70
71 7.04 6.93 6.61 5.62 6.16 6.12 5.99 5.42 71
72 7.26 7.13 6.77 5.67 6.34 6.29 6.14 5.49 72
73 7.50 7.34 6.92 5.71 6.54 6.48 6.29 5.55 73
74 7.75 7.57 7.09 5.76 6.74 6.67 6.45 5.60 74
75 8.02 7.81 7.25 5.79 6.97 6.89 6.62 5.66 75
76 8.30 8.06 7.42 5.83 7.22 7.11 6.79 5.71 76
77 8.61 8.32 7.59 5.86 7.47 7.35 6.97 5.75 77
78 8.94 8.60 7.76 5.88 7.75 7.60 7.15 5.79 78
79 9.29 8.89 7.93 5.90 8.05 7.87 7.34 5.82 79
80 9.66 9.20 8.10 5.92 8.37 8.15 7.53 5.86 80
81 10.06 9.51 8.27 5.94 8.72 8.45 7.72 5.88 81
82 10.49 9.84 8.43 5.95 9.10 8.77 7.91 5.91 82
83 10.95 10.18 8.59 5.97 9.51 9.11 8.10 5.93 83
84 11.43 10.54 8.74 5.98 9.95 9.47 8.28 5.94 84
85 11.95 10.90 8.88 5.98 10.42 9.84 8.45 5.96 85
- ----------------------------------------------------------------------
</TABLE>
Page 26 of 30
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 6 - OPTION C
MONTHLY PAYMENT PER $1,000
- -------------------------------------------------------------------------------------
MALE/FEMALE JOINT AND SURVIVOR ANNUITY
- -------------------------------------------------------------------------------------
MALE FEMALE AGE MALE
------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.73 3.80 3.86 3.91 3.95 3.98 4.01 4.03 4.05 4.05 40
45 3.77 3.85 3.93 4.01 4.08 4.13 4.18 4.21 4.23 4.25 45
50 3.80 3.90 4.01 4.11 4.21 4.30 4.37 4.43 4.47 4.49 50
55 3.83 3.94 4.07 4.21 4.35 4.48 4.59 4.69 4.76 4.80 55
60 3.84 3.97 4.12 4.29 4.48 4.66 4.84 4.99 5.11 5.20 60
65 3.86 3.99 4.16 4.36 4.59 4.84 5.10 5.34 5.54 5.70 65
70 3.87 4.01 4.19 4.41 4.68 4.99 5.34 5.70 6.04 6.31 70
75 3.87 4.02 4.21 4.44 4.74 5.11 5.55 6.04 6.55 7.01 75
80 3.88 4.03 4.22 4.47 4.79 5.19 5.71 6.34 7.04 7.75 80
85 3.88 4.03 4.23 4.48 4.81 5.25 5.82 6.57 7.47 8.47 85
- -------------------------------------------------------------------------------------
MALE(1)MALE(2) JOINT AND SURVIVOR ANNUITY
- -------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -------------------------------------------------------------------------------------
40 3.79 3.85 3.90 3.94 3.98 4.01 4.03 4.04 4.05 4.06 40
45 3.85 3.93 4.00 4.07 4.12 4.17 4.20 4.23 4.24 4.25 45
50 3.90 4.00 4.10 4.20 4.28 4.36 4.41 4.45 4.48 4.50 50
55 3.94 4.07 4.20 4.33 4.46 4.57 4.67 4.74 4.79 4.82 55
60 3.98 4.12 4.28 4.46 4.64 4.81 4.96 5.08 5.17 5.23 60
65 4.01 4.17 4.36 4.57 4.81 5.05 5.28 5.48 5.65 5.76 65
70 4.03 4.20 4.41 4.67 4.96 5.28 5.62 5.94 6.22 6.43 70
75 4.04 4.23 4.45 4.74 5.08 5.48 5.94 6.40 6.84 7.22 75
80 4.05 4.24 4.48 4.79 5.17 5.65 6.22 6.84 7.50 8.11 80
85 4.06 4.25 4.50 4.82 5.23 5.76 6.43 7.22 8.11 9.02 85
- -------------------------------------------------------------------------------------
FEMALE(1)FEMALE(2) JOINT AND SURVIVOR ANNUITY
- -------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -------------------------------------------------------------------------------------
40 3.69 3.74 3.78 3.81 3.83 3.85 3.86 3.87 3.87 3.88 40
45 3.74 3.80 3.86 3.91 3.95 3.98 4.00 4.01 4.02 4.03 45
50 3.78 3.86 3.94 4.02 4.08 4.13 4.17 4.19 4.21 4.22 50
55 3.81 3.91 4.02 4.12 4.22 4.31 4.37 4.42 4.45 4.48 55
60 3.83 3.95 4.08 4.22 4.37 4.50 4.61 4.70 4.76 4.80 60
65 3.85 3.98 4.13 4.31 4.50 4.69 4.87 5.03 5.14 5.22 65
70 3.86 4.00 4.17 4.37 4.61 4.87 5.14 5.40 5.61 5.76 70
75 3.87 4.01 4.19 4.42 4.70 5.03 5.40 5.79 6.15 6.45 75
80 3.87 4.02 4.21 4.45 4.76 5.14 5.61 6.15 6.71 7.23 80
85 3.88 4.03 4.22 4.48 4.80 5.22 5.76 6.45 7.23 8.05 85
- -------------------------------------------------------------------------------------
</TABLE>
Page 27 of 30
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 7 - OPTION D
MONTHLY PAYMENT PER $1,000
- --------------------------------------------------------------------------------
MALE/FEMALE JOINT AND 2/3 ANNUITY
- --------------------------------------------------------------------------------
MALE FEMALE AGE MALE
-----------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.84 3.88 3.92 3.96 3.99 4.01 4.03 4.04 4.05 4.06 40
45 3.93 3.98 4.04 4.09 4.14 4.18 4.21 4.23 4.25 4.26 45
50 4.02 4.09 4.17 4.24 4.31 4.37 4.42 4.46 4.49 4.51 50
55 4.12 4.21 4.31 4.41 4.51 4.60 4.68 4.75 4.79 4.83 55
60 4.24 4.34 4.46 4.59 4.73 4.86 4.99 5.10 5.18 5.24 60
65 4.37 4.49 4.62 4.79 4.97 5.16 5.35 5.53 5.67 5.78 65
70 4.52 4.65 4.81 5.00 5.23 5.48 5.76 6.04 6.28 6.48 70
75 4.68 4.82 5.00 5.22 5.49 5.81 6.18 6.58 6.97 7.31 75
80 4.84 5.00 5.20 5.44 5.75 6.14 6.61 7.16 7.74 8.30 80
85 5.01 5.18 5.39 5.66 6.01 6.46 7.03 7.73 8.54 9.38 85
- --------------------------------------------------------------------------------
MALE(1)MALE(2) JOINT AND 2/3 ANNUITY
- -------------------------------------------------------------------------------------
MALE(1) MALE(2) AGE MALE(1)
------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -------------------------------------------------------------------------------------
40 3.88 3.92 3.96 3.99 4.01 4.03 4.04 4.05 4.06 4.06 40
45 3.98 4.04 4.09 4.13 4.17 4.20 4.22 4.24 4.25 4.26 45
50 4.09 4.17 4.24 4.31 4.36 4.41 4.45 4.48 4.50 4.51 50
55 4.21 4.31 4.40 4.50 4.59 4.67 4.73 4.78 4.82 4.84 55
60 4.35 4.46 4.58 4.71 4.85 4.97 5.07 5.16 5.22 5.26 60
65 4.50 4.63 4.78 4.96 5.14 5.32 5.49 5.63 5.74 5.83 65
70 4.67 4.82 5.00 5.22 5.46 5.72 5.98 6.21 6.41 6.56 70
75 4.84 5.02 5.23 5.48 5.78 6.13 6.50 6.86 7.19 7.47 75
80 5.02 5.22 5.46 5.76 6.12 6.55 7.06 7.58 8.10 8.57 80
85 5.20 5.42 5.68 6.02 6.44 6.96 7.60 8.32 9.08 9.82 85
- -------------------------------------------------------------------------------------
FEMALE(1)FEMALE(2) JOINT AND 2/3 ANNUITY
- -------------------------------------------------------------------------------------
FEMALE(1) FEMALE(2) AGE FEMALE(1)
------------------------------------------------------------
AGE 40 45 50 55 60 65 70 75 80 85 AGE
- -------------------------------------------------------------------------------------
40 3.76 3.79 3.81 3.83 3.85 3.86 3.87 3.87 3.88 3.88 40
45 3.83 3.88 3.92 3.95 3.98 4.00 4.01 4.02 4.03 4.03 45
50 3.92 3.98 4.04 4.09 4.13 4.17 4.19 4.21 4.22 4.23 50
55 4.01 4.09 4.17 4.24 4.31 4.37 4.42 4.45 4.47 4.49 55
60 4.12 4.21 4.31 4.42 4.52 4.61 4.69 4.75 4.79 4.82 60
65 4.24 4.35 4.47 4.60 4.75 4.89 5.02 5.12 5.20 5.26 65
70 4.38 4.50 4.64 4.81 5.00 5.20 5.40 5.59 5.73 5.84 70
75 4.54 4.67 4.84 5.04 5.27 5.54 5.84 6.14 6.40 6.61 75
80 4.72 4.87 5.05 5.28 5.56 5.90 6.30 6.75 7.19 7.58 80
85 4.90 5.07 5.27 5.53 5.85 6.26 6.77 7.39 8.05 8.71 85
- -------------------------------------------------------------------------------------
</TABLE>
Page 28 of 30
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 8 - OPTION E
MONTHLY PAYMENT PER $1000
------------------------------------------------------------
YEARS MONTHLY INCOME
------------------------------------------------------------
<S> <C>
5 $18.35
6 15.59
7 13.62
8 12.14
9 11.00
10 10.09
11 9.34
12 8.72
13 8.20
14 7.75
15 7.37
16 7.03
17 6.74
18 6.48
19 6.24
20 6.03
21 5.85
22 5.68
23 5.52
24 5.38
25 5.26
26 5.14
27 5.03
28 4.93
29 4.84
30 4.75
------------------------------------------------------------
</TABLE>
Page 29 of 30
<PAGE>
INDIVIDUAL VARIABLE [DEFERRED] ANNUITY CERTIFICATE
WITH FLEXIBLE PURCHASE PAYMENTS
NON-PARTICIPATING
ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CERTIFICATE, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT,
ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
Page 30 of 30
<PAGE>
------------------------
Certificate
#___________________
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (For H.O. Use Only)
SPRINGFIELD, MA 01111-0001 ------------------------
VARIABLE ANNUITY CERTIFICATE APPLICATION
----------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. PARTICIPANT INFORMATION NOTE: PARTICIPANT MUST BE SAME AS ANNUITANT IF IRA, SEP/IRA.
- ------------------------------------------------------------------------------------------------------------------------------------
Name (First, MI, Last) Tax I.D./Social Security #
- ------------------------------------------------------------------------------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr)
- ------------------------------------------------------------------------------------------------------------------------------------
Address (City, State, Zip) Sex: [_] Male [_] Female Telephone Number
( )
- ------------------------------------------------------------------------------------------------------------------------------------
2. JOINT PARTICIPANT INFORMATION NOTE: . JOINT PARTICIPANTS ONLY ALLOWED BETWEEN SPOUSES.
. UNLESS OTHERWISE SPECIFIED, BOTH SIGNATURES WILL BE REQUIRED FOR ALL
PARTICIPANT TRANSACTIONS.
- ------------------------------------------------------------------------------------------------------------------------------------
Name (First, MI, Last) Social Security #
- ------------------------------------------------------------------------------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr)
- ------------------------------------------------------------------------------------------------------------------------------------
Address (City, State, Zip) Sex: [_] Male [_] Female Telephone Number
( )
- ------------------------------------------------------------------------------------------------------------------------------------
3. ANNUITANT INFORMATION NOTE: . ADD ANNUITANT INFORMATION ONLY IF DIFFERENT FROM PARTICIPANT.
. FOR ADDITIONAL INSTRUCTIONS USE ITEM 11.
- ------------------------------------------------------------------------------------------------------------------------------------
Name (First, MI, Last) Tax I.D./Social Security #
- ------------------------------------------------------------------------------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr)
- ------------------------------------------------------------------------------------------------------------------------------------
Address (City, State, Zip) Sex: [_] Male [_] Female Telephone Number
( )
- ------------------------------------------------------------------------------------------------------------------------------------
4. BENEFICIARY INFORMATION NOTE: . IN THE EVENT OF THE DEATH OF A JOINT PARTICIPANT, THE SURVIVING
SPOUSE SHALL BECOME THE PRIMARY BENEFICIARY.
. FOR ADDITIONAL INSTRUCTIONS USE ITEM 11.
- ------------------------------------------------------------------------------------------------------------------------------------
PRIMARY BENEFICIARY: Name (First, MI, Last) Relationship to Tax I.D./Social Security #
Participant
- ------------------------------------------------------------------------------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr) Telephone Number
( )
- ------------------------------------------------------------------------------------------------------------------------------------
Address (City, State, Zip)
- ------------------------------------------------------------------------------------------------------------------------------------
CONTINGENT BENEFICIARY: Name (First, MI, Last) Relationship to Tax I.D./Social
Participant Security #
- ------------------------------------------------------------------------------------------------------------------------------------
Address (No., Street) Birth Date (Mo/Day/Yr) Telephone Number
( )
- ------------------------------------------------------------------------------------------------------------------------------------
Address (City, State, Zip)
- ------------------------------------------------------------------------------------------------------------------------------------
5. PLAN INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
NON-QUALIFIED PLAN: [_] Individual Plan
QUALIFIED PLAN: [_] Regular IRA - Tax year(s) _____,_____
[_] IRA Rollover/Transfer
[_] SEP-IRA
- ------------------------------------------------------------------------------------------------------------------------------------
6. INITIAL PURCHASE PAYMENT $_____________ NOTE: UNDER CERTAIN CIRCUMSTANCES AS DESCRIBED IN THE
ACCOMPANYING PROSPECTUS, NET PURCHASE PAYMENTS MAY BE
ALLOCATED TO THE MONEY MARKET SUB-ACCOUNT UNTIL THE
EXPIRATION OF THE RIGHT TO EXAMINE CERTIFICATE PERIOD.
THEREAFTER, NET PURCHASE PAYMENTS WILL BE ALLOCATED AS
DIRECTED BY THE PARTICIPANT
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
7. HEALTH INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
Do you have any reason to believe that the Death Benefit will become payable to the Beneficiary in the first Certificate Year?
Yes [_] No [_]
- ------------------------------------------------------------------------------------------------------------------------------------
8. ANNUITY ACTIVITY
- ------------------------------------------------------------------------------------------------------------------------------------
. Have you purchased another Massachusetts Mutual Life or Annuity in the past 12 months? Yes [_] No [_]
. Will the annuity applied for replace or change any existing individual or group life insurance or annuity? Yes [_] No [_]
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: . THE ANNUITY DATE MUST BE THE FIRST DAY OF A CALENDAR MONTH.
. THE ANNUITY DATE CANNOT BE LATER THAN THE EARLIER OF THE
ANNUITANT'S 90TH BIRTHDAY OR THE MAXIMUM DATE PERMITTED UNDER
STATE LAW.
9. ANNUITY DATE ________________________
(Mo/Day/Yr) . IF NO ELECTION IS MADE, THE ANNUITY DATE WILL BE THE
EARLIER OF THE ANNUITANT'S 90TH BIRTHDAY OR THE MAXIMUM
DATE PERMITTED UNDER STATE LAW.
- ------------------------------------------------------------------------------------------------------------------------------------
10. ANNUITY OPTIONS NOTE: IF NO ELECTION IS MADE 30 DAYS BEFORE THE ANNUITY DATE, PAYMENTS WILL BE MADE UNDER OPTION B
WITH A 10 YEARS PERIOD CERTAIN.
- ------------------------------------------------------------------------------------------------------------------------------------
[_] Option A - Life Income
[_] Option B - Life Income with Period Certain: [_] 5 Yr. [_] 10 Yr. [_] 20 Yr.
[_] Option C - Joint and Last Survivor
[_] Option D - Joint and 2/3 Survivor
[_] Option E - Period Certain: # of Years ______
- ------------------------------------------------------------------------------------------------------------------------------------
11. MISCELLANEOUS INSTRUCTIONS/COMMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
12. PARTICIPANT AND ANNUITANT SIGNATURES
- ------------------------------------------------------------------------------------------------------------------------------------
I hereby represent that the above information is correct and true to the best of my knowledge and belief and agree that this
application shall be a part of the Certificate issued by the Company. Any person who, with the intent to defraud or knowing that he
is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is
guilty of insurance fraud. ALL PAYMENTS AND VALUES PROVIDED BY THE CERTIFICATE BEING APPLIED FOR WHEN BASED ON INVESTMENT EXPERIENCE
OF A VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. I acknowledge receipt of a current prospectus for the
Certificate.
Signed at: ______________________________________________ ___________ On: _____/_____/_____
City State (Mo/Day/Yr)
Participant Signature_________________________________________________________________________
Joint Participant Signature ___________________________________________________________________________________________________
Annuitant Signature (If other than a Participant) _____________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
13. NASD REGISTERED REPRESENTATIVE/AGENT/BROKER INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
Will the annuity applied for replace or change any existing individual or group life insurance or annuity? If yes, I have complied
with all state replacement requirements. [_] Yes [_] No
Is this replacement meant to be a tax-free exchange under Section 1035? [_] Yes [_] No
I certify that I am NASD registered and state licensed for variable annuity contracts where this application is written and
delivered.
Signature of NASD Registered Representative/Agent/Broker ___________________ Phone Number ( ) __________ Print Name and
License #/ Code
____________________________________________________________________________________________________________________
Name and Address of Firm
____________________________________________________________________________________________________________________
City __________________________________________________ State __________________________________ Zip _______________________________
- ------------------------------------------------------------------------------------------------------------------------------------
MAKE CHECK(S) PAYABLE TO MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY AND MAIL THIS SIGNED
APPLICATION AND THE CHECK TO:
MassMutual and Affiliated Companies Service Center
ALLIANCE-ONE Services, L.P.
301 West 11th Street
Kansas City, MO 64105
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT
-----------------------------------------
This Endorsement modifies the Certificate to which it is attached so that it may
qualify as a vehicle through which the Participant may establish an Individual
Retirement Annuity (IRA) under Section 408(b) of the Internal Revenue Code
(Code) and the Regulations under that Section. In the case of a conflict with
any provision in the Certificate, the provisions of this Endorsement will
control. The effective date of this Endorsement is the Certificate Issue Date
shown on the Certificate Schedule. The Certificate is modified as follows:
1. The Participant and the Annuitant under the Certificate shall be the
same individual; neither may be changed and there shall be no Joint
Participant. Hereafter all references to the Participant shall include
the Annuitant.
2. The interest of the Participant under the Certificate shall be
nonforfeitable.
3. The interest of the Participant under the Certificate may not be sold,
assigned, discounted, pledged as collateral for a loan or as security
for the performance of any obligation or for any other purpose, or
otherwise transferred (other than a transfer incident to a divorce or
separation instrument in accordance with section 408(d)(6) of the
Code) to any person other than to the Company.
4. The Certificate is established for the exclusive benefit of the
Participant and his or her Beneficiary(ies).
5. Except in the case of a rollover contribution (as permitted by Code
Sections 402(c), 403(a)(4), 403(b)(8), or 408(d)(3)), or a
contribution made in accordance with the terms of a Simplified
Employee Pension (SEP) as described in Code Section 408(k),
Participant contributions shall not exceed $2,000 for any taxable
year. All contributions must be in cash.
6. Distributions under the Annuity Options in the Certificate must
commence to be distributed no later than the first day of April
following the calendar year in which the Participant attains age 70
1/2 (required beginning date), over
(a) the life of the Participant, or the lives of the Participant and
his or her designated Beneficiary, or
(b) a period certain not extending beyond the life expectancy of the
Participant, or the joint and last survivor expectancy of the
Participant and his or her Beneficiary. Payments must be made in
periodic payments at intervals of no longer than one year.
In addition, payments must be either nonincreasing or they may
increase only as provided in Proposed or final Federal Income Tax
Regulations.
All distributions made under the Certificate shall be made in
accordance with the requirements of Code Section 401(a)(9), including
the incidental death benefit requirements of Code Section
401(a)(9)(G), and the regulations thereunder.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. Life
expectancy for Participant distributions under an Annuity Option may
not be recalculated.
Page 1 of 3
<PAGE>
7. If required Participant distributions are to be made in a form other
than one of the Annuity Options contained in the Certificate, then the
entire value of the Certificate will commence to be distributed no
later than the first day of April following the calendar year in which
the Annuitant attains age 70 1/2 (required beginning date), over
(a) the life of the Participant, or the lives of the Participant and
his or her Beneficiary, or
(b) a period not extending beyond the life expectancy of the
Participant, or the joint and last survivor expectancy of the
Participant and his or her Beneficiary.
The amount to be distributed to a Participant each year, beginning
with the first calendar year for which distributions are required and
then for each succeeding calendar year, shall not be less than the
quotient obtained by dividing the Participant's benefit by the lesser
of (1) the applicable life expectancy or (2) if the Participant's
spouse is not the Beneficiary, the applicable divisor determined from
the table set forth in Q&A-4 or Q&A-5, as applicable, of Section
1.401(a)(9)-2 of the Proposed Income Tax Regulations.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations.
Unless otherwise elected by the Participant by the time distributions
are required to begin, life expectancies shall be recalculated
annually. Such election shall be irrevocable by the Participant and
shall apply to all subsequent years. The life expectancy of a non-
spouse Beneficiary may not be recalculated.
8. Upon the death of the Participant:
(a) if the Participant dies after distribution of benefits has
commenced under the Certificate, the remaining portion of such
interest will continue to be distributed at least as rapidly as
under the method of distribution being used prior to the
Participant's death;
(b) if the Participant dies before distribution of benefits commences
under the Certificate, the entire amount payable to the
Beneficiary will be distributed no later than December 31 of the
calendar year which contains the fifth anniversary of the date of
the Participant's death except to the extent that an election is
made to receive distributions in accordance with (i) or (ii)
below:
(i) a rollover to or from the Certificate, or fails to elect
any of the above if any portion of the policy proceeds is
payable to a Beneficiary, distributions may be made in
installments over the life or over a period not extending
beyond the life expectancy of the Beneficiary commencing
no later than December 31 of the calendar year immediately
following the calendar year in which the Participant died;
(ii) if the Beneficiary is the Participant's surviving spouse,
and benefits are to be distributed in accordance with (1)
above, distributions must begin on or before the later of
(a) December 31 of the calendar year immediately following
the calendar year in which the Participant died or (b)
December 31 of the calendar year in which the Participant
would have attained age 70 1/2.
Page 2 of 3
<PAGE>
(iii) if the Beneficiary is the Participant's surviving spouse,
the spouse may treat the Certificate as his or her own
IRA. This election will be deemed to have been made if
such surviving spouse makes a regular IRA contribution to
the Certificate, makes a rollover to or from the
Certificate, or fails to elect any of the above
provisions.
Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. For
purposes of distributions beginning after the Participant's death
under the Certificate, unless otherwise elected by the surviving
spouse by the time distributions are required to begin, life
expectancies shall be recalculated annually. Such election shall be
irrevocable by the surviving spouse and shall apply to all subsequent
years. In the case of any other Beneficiary, life expectancies shall
be calculated using the attained age of such Beneficiary during the
calendar year in which distributions are required to begin pursuant to
this section, and payments for any subsequent calendar year shall be
calculated based on such life expectancy reduced by one for each
calendar year which has elapsed since the calendar year life
expectancy was first calculated. Life expectancy for distributions
under an Annuity Option in the Certificate may not be recalculated.
Distributions to the Participant under this section are considered to
have begun if distributions are made on account of the Participant
reaching his or her required beginning date or if prior to the
required beginning date distributions irrevocably commence over a
period permitted and in an annuity form acceptable under Section
1.401(a)(9) of the Income Tax Regulations.
9. The Company may at its option either accept additional future payments
to the Certificate or terminate the Certificate by a lump sum payment
of the then present value of the paid up benefit if no Purchase
Payments have been received under the Certificate for two full
consecutive Certificate Years and the paid up annuity benefit at
maturity would be less than $20 per month.
Signed for Massachusetts Life Insurance Company by:
SECRETARY PRESIDENT
Page 3 of 3
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Springfield, MA 01111-0001
UNISEX ANNUITY RATES CERTIFICATE ENDORSEMENT
--------------------------------------------
This Endorsement modifies the Certificate to which it is attached for use in
connection with a retirement plan which receives favorable income tax treatment
under Sections 401, 403, 408 or 457 of the Internal Revenue Code, or where
required by state law. In the case of a conflict with any provision in the
Certificate, the provisions of this Endorsement will control. The Company may
further amend the Certificate from time to time to meet any requirements
applicable to such plans or laws. The effective date of this Endorsement is the
Certificate Issue Date shown on the Certificate Schedule. The provisions of the
Certificate are modified as follows:
1. Deleting any reference to sex; and
2. The Certificate is further modified by substituting the attached
Annuity Rate Tables 1, 2, 3, 5, 6 and 7 for the corresponding Annuity
Rate Tables in the Annuity Rates section of the Certificate.
Signed for Massachusetts Mutual Life Insurance Company by:
SECRETARY PRESIDENT
Page 1 of 5
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------
FIXED ANNUITY RATES
TABLE 1 - OPTIONS A & B
MONTHLY PAYMENTS PER $1,000
----------------------------------------
Unisex
----------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Age
----------------------------------------
<S> <C> <C> <C> <C> <C>
50 3.76 3.76 3.75 3.70 50
51 3.82 3.81 3.80 3.75 51
52 3.88 3.87 3.86 3.80 52
53 3.94 3.93 3.92 3.85 53
54 4.00 4.00 3.98 3.90 54
55 4.07 4.06 4.04 3.96 55
56 4.14 4.13 4.11 4.01 56
57 4.21 4.21 4.18 4.07 57
58 4.29 4.29 4.26 4.13 58
59 4.38 4.37 4.34 4.20 59
60 4.47 4.46 4.42 4.26 60
61 4.56 4.55 4.51 4.32 61
62 4.66 4.65 4.61 4.39 62
63 4.77 4.76 4.70 4.46 63
64 4.89 4.87 4.81 4.53 64
65 5.01 4.99 4.92 4.60 65
66 5.14 5.12 5.03 4.67 66
67 5.28 5.25 5.16 4.73 67
68 5.43 5.39 5.28 4.80 68
69 5.59 5.55 5.42 4.87 69
70 5.76 5.71 5.56 4.93 70
71 5.94 5.88 5.70 5.00 71
72 6.14 6.07 5.86 5.06 72
73 6.34 6.27 6.02 5.11 73
74 6.57 6.47 6.18 5.17 74
75 6.81 6.70 6.35 5.21 75
76 7.07 6.93 6.53 5.26 76
77 7.34 7.18 6.70 5.30 77
78 7.64 7.44 6.89 5.33 78
79 7.95 7.72 7.07 5.36 79
80 8.29 8.01 7.26 5.39 80
81 8.66 8.33 7.45 5.42 81
82 9.06 8.65 7.63 5.44 82
83 9.48 8.99 7.81 5.45 83
84 9.94 9.35 7.99 5.47 84
85 10.42 9.73 8.15 5.48 85
----------------------------------------
</TABLE>
Page 2 of 5
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 2 - OPTION C
MONTHLY PAYMENT PER $1,000
- -----------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND SURVIVOR ANNUITY
- -----------------------------------------------------------------------------------
UNISEX (2)
- -----------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.11 3.16 3.21 3.25 3.27 3.30 3.31 3.32 3.33 3.33 40
45 3.16 3.24 3.31 3.37 3.42 3.45 3.48 3.50 3.51 3.51 45
50 3.21 3.31 3.41 3.50 3.57 3.63 3.68 3.71 3.73 3.74 50
55 3.25 3.37 3.50 3.62 3.74 3.84 3.91 3.97 4.01 4.03 55
60 3.27 3.42 3.57 3.74 3.90 4.06 4.18 4.28 4.36 4.40 60
65 3.30 3.45 3.63 3.84 4.06 4.28 4.48 4.66 4.79 4.88 65
70 3.31 3.48 3.68 3.91 4.18 4.48 4.79 5.07 5.30 5.48 70
75 3.32 3.50 3.71 3.97 4.28 4.66 5.07 5.49 5.89 6.21 75
80 3.33 3.51 3.73 4.01 4.36 4.79 5.30 5.89 6.49 7.04 80
85 3.33 3.51 3.74 4.03 4.40 4.88 5.48 6.21 7.04 7.90 85
- -----------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
FIXED ANNUITY RATES
TABLE 3 - OPTION D
MONTHLY PAYMENT PER $1,000
- -----------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND 2/3 ANNUITY
- -----------------------------------------------------------------------------------
UNISEX (2)
- -----------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.18 3.22 3.25 3.28 3.30 3.31 3.32 3.33 3.33 3.33 40
45 3.27 3.33 3.38 3.42 3.45 3.48 3.49 3.50 3.51 3.52 45
50 3.37 3.45 3.52 3.58 3.63 3.68 3.71 3.73 3.74 3.75 50
55 3.48 3.57 3.67 3.76 3.84 3.91 3.96 4.00 4.03 4.04 55
60 3.59 3.71 3.83 3.95 4.07 4.18 4.28 4.34 4.39 4.42 60
65 3.72 3.85 4.00 4.16 4.33 4.50 4.65 4.77 4.86 4.92 65
70 3.86 4.01 4.18 4.38 4.60 4.84 5.07 5.28 5.45 5.57 70
75 4.00 4.17 4.37 4.61 4.89 5.20 5.54 5.87 6.17 6.40 75
80 4.16 4.34 4.57 4.84 5.17 5.57 6.03 6.52 7.00 7.41 80
85 4.31 4.51 4.76 5.07 5.45 5.93 6.51 7.18 7.89 8.59 85
- -----------------------------------------------------------------------------------
</TABLE>
Page 3 of 5
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------
VARIABLE ANNUITY RATES
TABLE 5 - OPTIONS A & B
MONTHLY PAYMENT PER $1,000
----------------------------------------
Unisex
----------------------------------------
Life 5 Yrs 10 Yrs 20 Yrs
Age Only C&L C&L C&L Age
----------------------------------------
<S> <C> <C> <C> <C> <C>
50 4.36 4.36 4.35 4.29 50
51 4.41 4.41 4.40 4.33 51
52 4.47 4.47 4.45 4.38 52
53 4.53 4.52 4.51 4.43 53
54 4.59 4.59 4.56 4.48 54
55 4.66 4.65 4.63 4.53 55
56 4.73 4.72 4.69 4.58 56
57 4.80 4.79 4.76 4.64 57
58 4.88 4.87 4.84 4.70 58
59 4.96 4.95 4.91 4.75 59
60 5.05 5.04 4.99 4.82 60
61 5.14 5.13 5.08 4.88 61
62 5.24 5.23 5.17 4.94 62
63 5.35 5.33 5.27 5.00 63
64 5.46 5.44 5.37 5.07 64
65 5.59 5.56 5.48 5.13 65
66 5.72 5.69 5.59 5.20 66
67 5.85 5.82 5.71 5.27 67
68 6.00 5.96 5.84 5.33 68
69 6.16 6.12 5.97 5.39 69
70 6.33 6.28 6.11 5.45 70
71 6.52 6.45 6.25 5.51 71
72 6.71 6.63 6.40 5.57 72
73 6.92 6.83 6.55 5.62 73
74 7.15 7.04 6.72 5.67 74
75 7.39 7.26 6.88 5.72 75
76 7.65 7.49 7.05 5.76 76
77 7.92 7.74 7.23 5.80 77
78 8.22 8.00 7.41 5.83 78
79 8.54 8.28 7.59 5.86 79
80 8.88 8.57 7.77 5.89 80
81 9.25 8.88 7.95 5.91 81
82 9.65 9.21 8.13 5.93 82
83 10.08 9.55 8.31 5.95 83
84 10.54 9.90 8.48 5.96 84
85 11.03 10.28 8.64 5.97 85
-----------------------------------------
</TABLE>
Page 4 of 5
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 6 - OPTION C
MONTHLY PAYMENT PER $1,000
- -------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND SURVIVOR ANNUITY
- -------------------------------------------------------------------------------------
UNISEX (2)
- -------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.73 3.78 3.83 3.86 3.89 3.91 3.93 3.94 3.95 3.95 40
45 3.78 3.85 3.92 3.97 4.02 4.05 4.08 4.10 4.11 4.12 45
50 3.83 3.92 4.01 4.09 4.16 4.22 4.27 4.30 4.32 4.34 50
55 3.86 3.97 4.09 4.21 4.32 4.41 4.49 4.55 4.59 4.62 55
60 3.89 4.02 4.16 4.32 4.47 4.62 4.75 4.85 4.92 4.97 60
65 3.91 4.05 4.22 4.41 4.62 4.83 5.03 5.21 5.34 5.44 65
70 3.93 4.08 4.27 4.49 4.75 5.03 5.33 5.61 5.85 6.03 70
75 3.94 4.10 4.30 4.55 4.85 5.21 5.61 6.03 6.42 6.75 75
80 3.95 4.11 4.32 4.59 4.92 5.34 5.85 6.42 7.02 7.58 80
85 3.95 4.12 4.34 4.62 4.97 5.44 6.03 6.75 7.58 8.43 85
- -------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
VARIABLE ANNUITY RATES
TABLE 7 - OPTION D
MONTHLY PAYMENT PER $1,000
- -------------------------------------------------------------------------------------
UNISEX(1)UNISEX(2) JOINT AND 2/3 ANNUITY
- -------------------------------------------------------------------------------------
UNISEX (2)
- -------------------------------------------------------------------------------------
UNISEX(1) 40 45 50 55 60 65 70 75 80 85 UNISEX (1)
AGE AGE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.81 3.84 3.87 3.89 3.91 3.93 3.94 3.95 3.95 3.95 40
45 3.89 3.94 3.99 4.03 4.06 4.08 4.10 4.11 4.12 4.13 45
50 3.99 4.05 4.12 4.18 4.23 4.27 4.30 4.32 4.34 4.35 50
55 4.10 4.18 4.26 4.35 4.42 4.49 4.54 4.58 4.61 4.63 55
60 4.21 4.31 4.42 4.54 4.65 4.75 4.84 4.91 4.96 5.00 60
65 4.35 4.46 4.60 4.74 4.90 5.06 5.21 5.33 5.42 5.49 65
70 4.50 4.63 4.79 4.97 5.18 5.40 5.63 5.83 6.00 6.13 70
75 4.67 4.81 5.00 5.22 5.48 5.78 6.10 6.42 6.72 6.95 75
80 4.84 5.01 5.22 5.47 5.78 6.16 6.60 7.08 7.55 7.97 80
85 5.03 5.21 5.44 5.73 6.09 6.54 7.10 7.75 8.46 9.15 85
- -------------------------------------------------------------------------------------
</TABLE>
Page 5 of 5
<PAGE>
Exhibit 10
[Coopers & Lybrand Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Massachusetts Mutual Life Insurance Company
We consent to the inclusion in Pre-Effective Amendment No. 1 to the Registration
Statement of CML/OFFITBANK Variable Annuity Separate Account on Form N-4
(Registration No. 33-63301) of our report dated March 1, 1996 on our audits of
the supplemental financial statements of Massachusetts Mutual Life Insurance
Company, which, as more fully described in our report, give retroactive effect
to the merger of Massachusetts Mutual Life Insurance Company and Connecticut
Mutual Life Insurance Company, and which includes an explanatory paragraph
relating to the pending sale of a wholly-owned insurance subsidiary. We also
consent to the reference to our Firm under the caption "Independent Accountants"
in the Statement of Additional Information.
/s/Coopers & Lybrand L.L.P.
Springfield, Massachusetts
July 25, 1996
Page 16
