MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I, 485BPOS, 1997-04-25

MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
485BPOS, 1997-04-25

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Registration No. 33-23126

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 9

to
Form S-6

FOR REGISTRATION UNDER THE SECURITIES
ACT OF 1933 OF SECURITIES OF
UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2

A. Exact name of Trust: Massachusetts Mutual Variable Life Separate Account I

B. Name of Depositor: Massachusetts Mutual Life Insurance Company

C. Complete address of 1295 State Street
Depositor's principal Springfield, MA 01111
executive offices:

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

immediately upon filing pursuant to paragraph (b) of Rule 485.
- -----

X on May 1, 1997 pursuant to paragraph (b) of Rule 485.
- -----

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

on (date) pursuant to paragraph (a) of Rule 485.
- -----

- -----------------------------
STATEMENT PURSUANT TO RULE 24F-2

The Registrant has registered an indefinite number or amount of its variable
life insurance contracts under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940. The Rule 24f-2 Notice for Registrant's
fiscal year ending December 31, 1996 was filed on or about February 28, 1997.

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CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2

<TABLE>
<CAPTION>
Item No. of
Form N-8B-2 Caption
- ----------- -------
<C> <S>

1 Cover Page; Basic Questions and Answers About Us and Our Policy

2 Cover Page; The Separate Account

3 Not Applicable

4 Sales and Other Agreements

5 The Separate Account

6 The Separate Account

7 Not Applicable

8 Not Applicable

9 Legal Proceedings

10 General Provisions of the Policy; Death Benefits
Under the Policies; Free Look Provision; Account
Value and Cash Surrender Value; Policy Loan
Privilege; The Separate Account; The Guaranteed
Principal Account; Charges Under the Policy; Sales
and Other Agreements; When We Pay Proceeds; Payment
Options; Our Rights; Your Voting Rights; Basic
Questions and Answers About Us and Our Policy

11 The Separate Account

12 The Separate Account; Sales and Other Agreements

13 The Separate Account; Charges Under the Policy

14 Basic Questions and Answers About Us and Our Policy; The Separate Account;
Sales and Other Agreements

15 Basic Questions and Answers About Us and Our Policy; General Provisions of the
Policy

16 The Separate Account; Investment Return

17 Cash Surrender Value; Withdrawal
</TABLE>

2
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CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2

Item No. of
Form N-8B-2 Caption
- ----------- -------
<C> <S>

18 The Separate Account

19 Service Agreement; Records and Reports

20 Not Applicable

21 Policy Loan Privilege

22 Not Applicable

23 Bonding Arrangement

24 Limits on Our Right to Challenge the Policy; Suicide; Misstatement of Age or Sex;
Assignment; Beneficiary; Our Rights; The Separate Account

25 Basic Questions and Answers About Us and Our Policy

26 Not Applicable

27 Basic Questions and Answers About Us and Our Policy

28 Directors and Executive Officers of MassMutual

29 Basic Questions and Answers About Us and Our Policy

30 Not Applicable

31 Not Applicable

32 Not Applicable

33 Not Applicable

34 Not Applicable

35 Basic Questions and Answers About Us and Our Policy

36 Not Applicable

37 Not Applicable

38 Sales and Other Agreements
</TABLE>

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CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2

Item No. of
Form N-8B-2 Caption
- ----------- -------
<C> <S>

39 Sales and Other Agreements

40 Sales and Other Agreements

41 Sales and Other Agreements

42 Not Applicable

43 Sales and Other Agreements

44 The Separate Account; Investment return; Charges for Federal Income Tax; General
Provisions of the Policy

45 Not Applicable

46 The Separate Account; Investment Return

47 The Separate Account

48 The Separate Account; Investment Return

49 Not Applicable

50 The Separate Account

51 Cover Page; Basic Questions and Answers About Us and Our Policy

52 The Separate Account; Our Rights

53 Federal Income Tax Considerations

54 Not Applicable

55 Not Applicable

56 Not Applicable

57 Not Applicable

58 Not Applicable

59 Reports of Independent Accountants and Financial Statements
</TABLE>

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

Variable Life Plus

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

ISSUED BY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

This Prospectus describes a flexible premium variable whole life insurance
policy being offered by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Policy provides lifetime insurance protection and has
flexibility with respect to premium payments and Death Benefits. Each
Policyowner also has several investment alternatives. Allocations of premium may
be made among a Guaranteed Principal Account ("GPA") and one or more of the four
divisions (the Equity Division, the Money Market Division, the Managed Bond
Division and the Blend Division) of the Variable Life Plus segment of
Massachusetts Mutual Variable Life Separate Account I (the "Separate Account"),
after certain deductions have been made.

The Death Benefit may, and Cash Surrender Value of a Policy will, vary up or
down depending on the investment performance of the Separate Account divisions.
While there is no guaranteed minimum Cash Surrender Value for a Policy invested
in the Separate Account, a Policy's Death Benefit will never be less than its
Selected Face Amount. Furthermore, the Policy will not lapse provided there are
sufficient funds available to pay certain monthly charges.

The divisions of the Separate Account have distinct investment portfolios. The
Equity Division of the Separate Account invests in shares of MML Equity Fund.
This fund invests primarily in common stocks and other equity securities. The
Money Market Division invests in shares of MML Money Market Fund. This fund
invests primarily in short-term debt instruments. The Managed Bond Division
invests in shares of MML Managed Bond Fund. This fund invests primarily in
publicly issued, readily marketable, fixed-income securities. The Blend Division
invests in shares of MML Blend Fund. This fund invests in a portfolio of common
stocks and other equity-type securities, bonds and other debt securities with
maturities generally exceeding one year, and money market instruments and other
debt securities with maturities generally not exceeding one year.

All policies are serviced through MassMutual's Home Office in Springfield,
Massachusetts. The mailing address is Massachusetts Mutual Life Insurance
Company, C323, 1295 State Street, Springfield, Massachusetts 01111. The
telephone number is (413) 788-8411.

May 1, 1997

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE PROSPECTUS OF MML SERIES
INVESTMENT FUND.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE.

THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION FOR
A POLICY'S BENEFICIARY. WE DO NOT CLAIM THAT THE POLICY IS IN ANY WAY SIMILAR TO
OR COMPARABLE TO A MUTUAL FUND'S SYSTEMATIC INVESTMENT PLAN.

REPLACING EXISTING INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE.

This Prospectus does not constitute an offer of, or solicitation of an offer to
acquire, any interest or participation in the flexible premium variable whole
life insurance policies offered by this Prospectus in any jurisdiction to anyone
to whom it is unlawful to make such an offer or solicitation in such
jurisdiction.
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Table Of Contents

<TABLE>
<CAPTION>
Page
<S> <C>
Definition of Terms.................................................................................................. 4
Basic Questions And Answers About Us And Our Policy.................................................................. 5
What is MassMutual?.............................................................................................. 5
What variable life insurance policy were we offering?............................................................ 5
Availability..................................................................................................... 5
What is the Account Value of the Policy?......................................................................... 5
What are the divisions of the Separate Account?.................................................................. 5
What is the Guaranteed Principal Account?........................................................................ 5
Is the level of the Death Benefit guarantee?..................................................................... 5
Is the Death Benefit subject to income taxes?.................................................................... 5
Does the Policy have a Cash Surrender Value?..................................................................... 5
What is a modified endowment contract?........................................................................... 6
Can this Policy become a modified endowment contract?............................................................ 6
What about Premiums?............................................................................................. 6
Premium Payments................................................................................................. 6
Wire Transfers................................................................................................... 6
When are Premiums put into the Guaranteed Principal Account or the Separate Account?............................. 6
How can the Net Premium and the Account Value of the Policy be allocated among the
Guaranteed Principal Account and the Separate Account divisions?................................................. 6
How long will the Policy remain in force?........................................................................ 6
Are there charges against the Policy?............................................................................ 6
What is the loan privilege and how does a loan affect the
Policy's Death Benefit and Cash Surrender Value?................................................................. 7
Are there dividends?............................................................................................. 7
Do I have a right to cancel?..................................................................................... 7
Can the Policy be exchanged for a fixed benefit policy?.......................................................... 7
Charges Under The Policy............................................................................................. 7
Deductions from Premiums......................................................................................... 7
Sales Charge.................................................................................................... 7
State Premium Tax Charge........................................................................................ 7
Account Value Charges............................................................................................ 7
Monthly Administrative Charge................................................................................... 7
Charge for Cost of Insurance Protection......................................................................... 8
Separate Account Charges......................................................................................... 8
Charges for Mortality and Expense Risks......................................................................... 8
Charges for Federal Income Taxes................................................................................ 8
Surrender Charges................................................................................................ 8
The Separate Account................................................................................................. 9
Investments of the Separate Account.............................................................................. 9
Rates of Return.................................................................................................. 10
Performance Illustration......................................................................................... 11
General Provisions Of The Policy..................................................................................... 12
Premiums......................................................................................................... 12
Planned Premiums................................................................................................. 12
The Minimum Initial Premium...................................................................................... 12
Minimum and Maximum Premium Payments............................................................................. 13
Termination...................................................................................................... 13
Grace Period..................................................................................................... 13
Death Benefit Under The Policy....................................................................................... 13
Selected Face Amount Changes..................................................................................... 13
Account Value And Cash Surrender Value............................................................................... 14
Account Value.................................................................................................... 14
Investment Return................................................................................................ 14
Cash Surrender Value............................................................................................. 14
Withdrawals...................................................................................................... 14
Policy Loan Privilege................................................................................................ 14
Source of Loan................................................................................................... 14
If Loans Exceed the Policy Account Value......................................................................... 15
Interest......................................................................................................... 15
Repayment........................................................................................................ 15
</TABLE>

2
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<TABLE>

<S> <C>
Interest on Loaned Value......................................................................................... 15
Effect of Loan................................................................................................... 15
Free Look Provision.................................................................................................. 15
Your Voting Rights................................................................................................... 15
Our Rights........................................................................................................... 15
Directors And Executive Vice Presidents Of MassMutual................................................................ 16
The Guaranteed Principal Account..................................................................................... 17
Federal Income Tax Considerations.................................................................................... 17
MassMutual -- Tax Status......................................................................................... 17
Policy Proceeds, Premiums, and Loans............................................................................. 18
Modified Endowment Contracts..................................................................................... 18
Qualified Plans.................................................................................................. 19
Diversification Standards........................................................................................ 19
Additional Provisions Of The Policy.................................................................................. 20
Reinstatement Option............................................................................................. 20
Payment Options.................................................................................................. 20
Fixed Amount Payment Option...................................................................................... 20
Fixed Time Payment Option........................................................................................ 20
Interest Payment Option.......................................................................................... 20
Lifetime Payment Option.......................................................................................... 20
Joint Lifetime Payment Option.................................................................................... 20
Joint Lifetime Payment Option with Reduced Payments.............................................................. 20
Withdrawal Rights under Payment Options.......................................................................... 20
Effective Annual Rate of Return.................................................................................. 20
Additional Benefits You Can Get by Rider......................................................................... 20
Waiver of Monthly Charges Rider................................................................................. 20
Accidental Death Benefit Rider.................................................................................. 20
Insurability Protection Rider................................................................................... 21
Accelerated Death Benefit Rider................................................................................. 21
Beneficiary...................................................................................................... 21
Assignment....................................................................................................... 21
Dividends........................................................................................................ 21
Limits on Our Right to Challenge the Policy...................................................................... 21
Misstatement of Age or Sex....................................................................................... 21
Suicide.......................................................................................................... 21
When We Pay Proceeds............................................................................................. 21
Records And Reports.................................................................................................. 21
Sales And Other Agreements........................................................................................... 22
Commissions Schedule............................................................................................. 22
Bonding Arrangement.............................................................................................. 22
Legal Proceedings.................................................................................................... 22
Experts.............................................................................................................. 22
Financial Statements................................................................................................. 22
Appendix A
Illustrations of Death Benefits, Cash Surrender Values and Accumulated Premiums.................................. 46
</TABLE>

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Definition Of Terms

Account Value: The sum of the Variable Account Value and the Fixed Account Value
of the Policy.

Beneficiary: The person or persons specified by the Policyowner to receive
insurance proceeds after the Insured dies.

Cash Surrender Value: The amount payable to a Policyowner upon Surrender of the
Policy. It is equal to the Account Value less any surrender charges and less any
Policy Debt.

Death Benefit: The amount payable to the named Beneficiary when the Insured
dies. It equals the greater of the Selected Face Amount or the Minimum Face
Amount in effect on the date of death less Policy Debt, plus unearned or minus
unpaid monthly deductions.

Effective Annual Rate of Return: The interest rate which, if applied to the
value of an investment at the beginning of a stated period and compounded
annually, would result in the value of that investment at the end of the period.

Fixed Account Values: Account Values which are allocated to the Guaranteed
Principal Account.

Home Office: The Home Office of Massachusetts Mutual, which is located at 1295
State Street, Springfield, Massachusetts 01111.

Insured: Person whose life this Policy insures.

Issue Date: The same as the Policy Date.

Minimum Face Amount: An amount equal to Account Value times the Minimum Face
Amount percentage. These percentages depend upon the Insured's age, sex and
smoking classification.

Monthly Calculation Date: The date on which the monthly deductions under the
Policy are deducted from the Account Value. The first Monthly Calculation Date
will be the Policy Date, and subsequent monthly deductions will be on the same
date of each succeeding calendar month.

Net Premium: Premium paid less sales expense and premium tax charges.

Policy: The flexible premium variable whole life insurance policy offered by
MassMutual that is described in this Prospectus.

Policy Anniversary: The anniversary of the Policy Date.

Policy Date: The date shown in the Policy which is the starting point for
determining Policy Anniversary Dates, Policy Years and Monthly Calculation
Dates.

Policy Debt: The amount of the obligation from a Policyowner to MassMutual from
outstanding loans to the Policyowner under the Policy. This amount includes any
loan interest accrued to date.

Policyowner: The person who owns the Policy.

Policy Year: The twelve month period commencing with the Policy Date, and each
twelve month period thereafter.

Premiums: The total dollar amount paid for the Policy.

Premium Tax: The amount of premium tax, if any, charged by a state or other
governmental authority.

Register Date: The date the Company allocates the initial premium less certain
deductions to the Guaranteed Principal Account and/or the divisions of the
Separate Account. The Register Date cannot be prior to the Policy Date.

Selected Face Amount: The amount of insurance coverage originally chosen or as
subsequently changed by the Policyowner.

Separate Account: The segregated asset account called "Massachusetts Mutual
Variable Life Separate Account I" established by MassMutual under the laws of
Massachusetts and registered as a unit investment trust under the Investment
Company Act of 1940, as amended (the "1940 Act"). The Separate Account is used
to receive and invest premiums for this Policy and for other variable life
insurance policies issued by MassMutual, and for each such policy there is a
designated segment of the Separate Account.

Surrender: A surrender by the Policyowner of all rights under the Policy in
exchange for the entire Cash Surrender Value under the Policy.

Valuation Date: Any date on which the value of the net assets of the shares of
the Funds is determined. Generally any date on which the New York Stock Exchange
is open for trading.

Valuation Period: The period consisting of one or more days from one Valuation
Time to the next succeeding Valuation Time.

Valuation Time: The time of the close of the New York Stock Exchange (currently
4:00 p.m. New York time) on a Valuation Date. All actions that are to be
performed on a Valuation Date will be performed as of the Valuation Time.

Variable Account Values: Account Values which are allocated to any of the
divisions of the Separate Account.

Withdrawal: A withdrawal of Account Value by the Policyowner. A withdrawal is
subject to certain limitations, and may not be made until the Policy has been in
force for six months.

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Basic Questions And Answers About Us And Our Policy

What is MassMutual? We are Massachusetts Mutual Life Insurance Company
("MassMutual"). MassMutual was organized under the laws of Massachusetts in
1851. We are licensed to transact life, accident, and health insurance business
in all fifty states, the District of Columbia, Puerto Rico and certain provinces
of Canada.

On February 29, 1996, the merger of Connecticut Mutual Life Insurance Company
("Connecticut Mutual") with and into MassMutual was completed. The separate
existence of Connecticut Mutual has ceased. MassMutual continues its corporate
existence under its current name. As of December 31, 1996, MassMutual had
estimated statutory assets in excess of $55 billion, and estimated total assets
under management in excess of $130 billion.

What variable life insurance policy were we offering? This Prospectus describes
a Flexible Premium Variable Whole Life Insurance Policy (the "Policy") that was
offered by MassMutual. The Policy is no longer offered for sale to the public.
Policyowners may continue, however, to make premium payments under the Policy.

We issued this Policy to provide for a Death Benefit, Cash Surrender Value, loan
privileges and flexible premiums. It is called flexible because the Policyowner
may select the timing and amount of premium payments and adjust the Death
Benefit by increasing or decreasing the Selected Face Amount (subject to certain
restrictions). It is called "variable" because, unlike the fixed benefits of a
traditional whole life policy, the Death Benefits may, and Cash Surrender Values
most likely will vary to the extent that Account Value under the Policy is
allocated to the division(s) of the Separate Account.

The Policy is a legal contract between the Policyowner and MassMutual. The
entire contract consists of the application for the Policy (the "Application")
and the Policy, which includes any riders the Policy has.

Availability. The Policy was available to Policyowners who purchased a Policy in
connection with retirement plans which qualify for tax benefits under the
Internal Revenue Code (the "qualified market") and other Policyowners (the
"nonqualified market"). The minimum Selected Face Amount of a Policy varies with
the Insured's age. In the nonqualified market, the minimum Selected Face Amount
is $50,000 for ages 0-35; $40,000 for ages 36-40; $30,000 for ages 41-45;
$20,000 for ages 46-50; and $15,000 for ages 51 or above. Increases in Selected
Face Amounts must be for at least $15,000. In the qualified market or when
simplified underwriting methods are used, the minimum Selected Face Amount is
$15,000 for ages 0-55; $14,000 for age 56; $13,000 for age 57; $12,000 for age
58; $11,000 for age 59; and $10,000 for ages 60 and above. Increases must be for
at least $5,000. The Insured may not be older than age 82 as of the Policy Date
or the date of any increase in Selected Face Amount.

What is the Account Value of the Policy? The Account Value is determined by the
amount and frequency of premium payments, the investment experience of the
divisions chosen by the Policyowner (the Variable Account Value), the interest
earned on Account Value allocated to the GPA (the Fixed Account Value), and any
withdrawals or charges imposed in connection with the Policy. The Policyowner
bears the investment risks of appreciation or depreciation in value of the
underlying assets of the Separate Account divisions.

What are the divisions of the Separate Account? The designated segment of the
Separate Account has four divisions: the Equity Division, the Money Market
Division, the Managed Bond Division and the Blend Division. Each division of the
Separate Account will invest only in the shares of a single investment company
or a single series of an investment company. The divisions are designed to
provide money to pay benefits under the Policy but they do not guarantee a
minimum interest rate nor guarantee against asset depreciation.

The Equity Division invests in shares of MML Equity Fund. The Money Market
Division invests in shares of MML Money Market Fund. The Managed Bond Division
invests in shares of MML Managed Bond Fund. The Blend Division invests in shares
of MML Blend Fund. MML Equity Fund, MML Money Market Fund, MML Managed Bond Fund
and MML Blend Fund (the "Funds") are separate series of shares of MML Series
Investment Fund (the "Trust"), a no-load, open-end management investment company
for which MassMutual (or its wholly-owned subsidiary) acts as investment manager
for the Funds.

What is the Guaranteed Principal Account ("GPA")? As an alternative to the
Separate Account, you may allocate or transfer all or part of your funds to the
GPA. Such amounts become part of MassMutual's general account assets. The
Policyowner is not entitled to share in the investment experience of those
assets. Rather, MassMutual guarantees a rate of return on the allocated amount
equal to the greater of a) 4% and b) the after-tax rate determined by the
Treasury Bill Index. Although MassMutual is not obligated to credit interest at
a rate higher than this minimum, it may declare a higher rate applicable for
such periods as it deems appropriate. For details see THE GUARANTEED PRINCIPAL
ACCOUNT.

Is the level of the Death Benefit guaranteed? So long as the Policy remains in
force, the Death Benefit will be the greater of the Policy's Selected Face
Amount or the Minimum Face Amount in effect on the date of death of the Insured.
Death Benefit proceeds will, however, be reduced by any outstanding Policy Debt,
plus or minus unearned or unpaid monthly deductions, or increased by any
additional benefits added by rider.

Is the Death Benefit subject to income taxes? A Death Benefit paid under our
Policies may be fully excludable from the gross income of the Beneficiary for
federal income tax purposes.

For details see FEDERAL INCOME TAX CONSIDERATIONS - Policy Proceeds, Premiums
and Loans.

Does the Policy have a Cash Surrender Value? The Policyowner may surrender the
Policy at any time and receive its Account Value less any Policy Debt less the
then applicable surrender charge. Withdrawals are also allowed subject to cer-

5
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tain restrictions. The Cash Surrender Value of a Policy fluctuates with the
investment performance of the Separate Account divisions in which the Policy has
Account Value and the amount held in the GPA. It may increase or decrease daily.

For federal income tax purposes, the Policyowner usually is not taxed on
increases in the Cash Surrender Value until fully surrendering the Policy. In
connection with certain withdrawals of Account Value and loans on the Policy,
however, the Policyowner may be taxed on all or a part of the amount
distributed.

For details see CASH SURRENDER VALUE and FEDERAL INCOME TAX CONSIDERATIONS -
Policy Proceeds, Premiums and Loans.

What is a modified endowment contract? A modified endowment contract (as defined
by the Internal Revenue Code) is a life insurance policy under which the
premiums paid during the first seven contract years exceed the cumulative
premiums payable under a policy providing for guaranteed benefits upon the
payment of seven level annual premiums. Certain changes to the Policy can
subject it to retesting for a new seven-year period. During the Insured's
lifetime, distributions from a modified endowment contract, including collateral
assignments, loans, and withdrawals, are taxable to the extent of any income in
the contract and may also incur a penalty tax if the policy owner is not 59 1/2.

Can this Policy become a modified endowment contract? Since this Policy permits
flexible premium payments, it may become a modified endowment contract. The
Company currently has the systems capacity to test a Policy at issue to
determine whether it will be classified as a modified endowment contract. This
at-issue test examines the Policy for the first seven contract years, based on
the Policy application and the initial premium requested, and based on the
assumption that there were no increases in premium during the period. The
Company has instituted procedures to monitor whether a Policy may become a
modified endowment contract after issue.

For details see FEDERAL INCOME TAX CONSIDERATIONS - Modified Endowment
Contracts.

What about Premiums? There are two concepts which are important to the
discussion of premiums for this Policy: the minimum initial premium and the
planned premium. These terms are used throughout this Prospectus.

A minimum initial premium was payable either at the time you submitted your
Application or at some time prior to the delivery of the Policy. The planned
premium is elected on the Application and becomes the basis for the Policy's
premium billing. The amount and timing originally selected in the Application
may be changed at any time upon written request.

For details see GENERAL PROVISIONS OF THE POLICY - Premiums.

Premium Payments. You may make premium payments by mailing your check, clearly
indicating your name and Contract number, to:

MASSMUTUAL
IRPA PAYMENT CENTER C351
SPRINGFIELD, MA 01111

Wire Transfers. You may also make premium payments by instructing your bank to
wire funds to:

Chase Manhattan Bank, New York, New York
ABA #021000021
MassMutual Account #910-2-509073
Ref: Contract #
Name: (Contract Owner)

When are Premiums put into the Guaranteed Principal Account or the Separate
Account? The Register Date is the day we received the first premium under the
Policy or the day you provided us with a completed Part 1 of the Application,
whichever is latest. On the Register Date, we put the premium paid less certain
deductions (the "Net Premium") into the GPA and/or one or more of the divisions
of the Separate Account as you chose. (Deductions are described in greater
detail in Are there charges against the Policy?)

How can the Net Premium and the Account Value of the Policy be allocated among
the Guaranteed Principal Account and the Separate Account divisions? When you
applied for a Policy you chose the percentages of your premiums to be allocated
to the divisions of the Separate Account and the GPA. You were allowed to choose
any whole percentages as long as the total was 100%. The allocation of future
net premiums may be changed at any time without charge.

The Account Value of the Policy may be transferred between the GPA or divisions
of the Separate Account by written request. The Account Value may be transferred
by amount or by percentage, subject to some restrictions.

How long will the Policy remain in force? The Policy does not automatically
terminate for failure to pay planned premiums. Payment of these amounts does not
guarantee the Policy will remain in force. The Policy terminates only when the
Account Value less any Policy Debt is insufficient to pay the monthly deduction,
and a grace period expires without sufficient payment.

Are there charges against the Policy? Certain charges are made against the
Policy. Two charges are deducted from each premium payment. A sales charge of
5.5% is used to partially cover sales expenses. A deduction of 2.0% is also made
for state premium taxes. Each premium, net of these charges, is allocated to the
GPA or the divisions of the Separate Account and becomes a part of the Account
Value.

For details see DEDUCTIONS FROM PREMIUMS.

Certain monthly charges are deducted directly from the Policy's Account Value on
each Monthly Calculation Date. There will be a monthly deduction equal to the
sum of a mortality charge, the cost of optional benefits added by rider and an
administrative charge.

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Some deductions are made on a daily basis against the assets of the Separate
Account divisions. A daily charge calculated at an annual rate to .40% of the
value of the assets of each division is charged for mortality and expense risks.
Similarly, tax assessments are calculated daily. Currently, we are not making
any charges for income taxes, but we may make charges in the future against the
Separate Account divisions for federal income taxes attributable to them.

Cost of insurance charges under Policies insuring healthy lives are generally
higher when the simplified underwriting procedure is used than if the Policy is
fully underwritten. Cost of insurance charges for fully underwritten Policies
cannot exceed the maximums defined by the 1980 Commissioners Standard Ordinary
Mortality Tables.

Mortality charges for Policies issued under simplified underwriting procedures
cannot exceed 125% of the maximums allowed for comparable fully underwritten
Policies.

There are also certain charges when a Policyowner surrenders a Policy, decreases
the Policy's Selected Face Amount or makes a Withdrawal of Account Value. Upon
surrender or a decrease in Selected Face Amount, a surrender charge may be
assessed. The charge has a sales load component and an administrative component.
The surrender charge is deducted from the Account Value at the time of surrender
or decrease.

Withdrawals of Account Value are permitted subject to certain restrictions. A
charge equal to the lesser of $25 or 2.0% of the amount withdrawn is imposed for
each Withdrawal.

For details see SEPARATE ACCOUNT CHARGES, and FEDERAL INCOME TAX CONSIDERATIONS.

What is the loan privilege and how does a loan affect the Policy's Death Benefit
and Cash Surrender Value? After the first Policy Year, a loan may be made on the
Policy, provided that total Policy Debt does not exceed our limit. This limit is
90% of the total of the Policy's current Account Value less the then applicable
surrender charge.

Are there dividends? The Policy is participating, therefore, it may share in any
dividends paid by MassMutual. Dividends are based on the Policy's contribution
to any divisible surplus of MassMutual. Any dividends will be payable on the
Policy Anniversary Date. MassMutual does not expect that any dividends will be
paid under the Policies.

For details see Dividends.

Do I have a right to cancel? Under the Free Look Provision, you, the
Policyowner, have a limited right to return the Policy and receive a refund.
This right expires on the latest of the following:

. Ten days after you receive the Policy; or

. Ten days after we mail you a Notice of Withdrawal Right; or

. 45 days after Part 1 of the Policy Application was signed.

You have a similar right after an increase in Selected Face Amount, but it
applies only to the increase.

The Policy may be returned to our Home Office, to any of our agency offices, or
to the agent who sold you the Policy. For details see FREE LOOK PROVISION.

Can the Policy be exchanged for a fixed benefit policy? You have a right to
transfer all of your Account Value into the GPA at any time after issue. The
transfer will take effect when we receive a suitable written request.

For details see EXCHANGE PRIVILEGE.

Charges Under The Policy

Certain charges are deducted in connection with the Policy to compensate
MassMutual for providing the insurance benefits under the Policy and under any
riders, for administering the Policy, for assuming certain risks, and for
incurring certain expenses in distributing the Policy.

DEDUCTIONS FROM PREMIUMS

Prior to the allocation of the premium payment to the Account Value, a deduction
is made for sales expenses and premium taxes.

Sales Charge. The sales charge component of the premium deduction is 5.5% and
does not vary by year or amount paid. The amount of the sales charge in a Policy
Year is not necessarily related to our actual sales expenses for that particular
year. To the extent that sales expenses are not covered by the sales charge and
the sales load surrender charge (for a discussion of the sales load surrender
charge, see SURRENDER CHARGES), they will be recovered from MassMutual surplus,
including any amounts derived from the mortality and expense risk charge or the
cost of insurance charge. For a discussion of the commissions paid under the
Policy, see SALES AND OTHER AGREEMENTS - Commissions Schedule.

State Premium Tax Charge. New York imposes a tax on premiums received by
insurance companies in the state. We deduct 2.0% of each premium to cover the
New York premium taxes assessed against MassMutual. During 1996, the aggregate
amount of such deductions from premiums was $317,983 for sales charges and
$115,630 for state premium tax charges.

ACCOUNT VALUE CHARGES

On each Monthly Calculation Date, a monthly administrative charge, a cost of
insurance charge, and a rider charge for the cost of any additional riders are
deducted from the Variable Account Value and Fixed Account Value in proportion
to the Policy's non-loaned Account Value in the Separate Account and the GPA.

Monthly Administrative Charge. Each month a $4 per Policy charge for
nonqualified Policies and $5.25 per Policy charge for qualified Policies and
Policies issued under our simplified underwriting procedures is deducted to
compensate MassMutual for costs incurred in providing certain administrative
services including premium collection, recordkeeping, processing claims and
communicating with Policyowners. This charge is not designed to produce a
profit. While this charge

7
<PAGE>

may increase or decrease, the maximum administrative charge is determined by the
ratio of the Consumer Price Index for September of the year preceding the date
of the charge to the Consumer Price Index for September, 1985, multiplied by $5.
The charge will never exceed $8 per month. During 1996, the aggregate amount of
such charges was $152,787.

Charge for Cost of Insurance Protection. A charge for the cost of insurance
protection is deducted on each Monthly Calculation Date and is based on the sex,
smoker class, underwriting procedures class, rating class and attained age of
the Insured. The charge varies monthly because it is determined by multiplying
the applicable cost of insurance rates by the amount at risk each Policy month.
Charges for any optional benefits added by rider are also deducted from the
Account Value.

When there is an increase in Selected Face Amount, the increased segment may
have a different rating than the original contract amount. Each such segment has
its own such issue age, cut-off premium level, mortality charges, surrender
charges and commissions. Cost of insurance rates apply to the new coverage
segment based on the rating for the increase. Elected decreases in Selected Face
Amount reduce or cancel prior segments and their associated cost of insurance
rates on a last-in-first-out basis. During 1996, the aggregate amount of
deductions for the charge for cost of insurance protection was $2,074,320.

SEPARATE ACCOUNT CHARGES

Charges for Mortality and Expense risks. We charge the Separate Account
divisions for the mortality and expense risks we assume. We deduct a daily
charge at an effective annual rate of 0.40% of the value of each division's
assets that come from the Policy. The aggregate amount of such charges, which
are paid quarterly, against the Separate Account divisions in 1996 was $68,689.

The mortality risk we assume is that the group of lives insured under our
Policies may, on average, live for shorter periods of time than we estimated.
The expense risk we assume is that our costs of issuing and administering
Policies may be more than we estimated.

If all the money we collect from this charge is not needed to cover Death
Benefits and expenses, it will be our gain and will be used for any proper
purpose, including payment of sales commissions. Conversely, even if the money
we collect is insufficient, we will provide for all Death Benefits and expenses.

Charges for Federal Income Taxes. We do not currently make any charge against
the Separate Account divisions for federal income taxes attributable to them. We
may, however, make such a charge eventually in order to provide for the future
federal income tax liability of the Separate Account divisions. For more
information on charges for federal income taxes, see FEDERAL INCOME TAX
CONSIDERATIONS - MassMutual - Tax Status.

SURRENDER CHARGES

If you surrender the Policy (or the surrender value is applied under a
settlement option), we will deduct an amount equal to the sum of the surrender
charges for the original Selected Face Amount and all increases in the Selected
Face Amount. These charges have both an Administrative and Sales Load component.
The surrender charge at any time is the sum of these parts.

The Administrative Surrender Charge is determined separately for each insurance
segment in force. The charge begins at $5 per $1000 of the Policy's Selected
Face Amount and grades down over 10 years to zero. This portion of the charge
varies only by the Selected Face Amount and duration of the Policy. The
Administrative Surrender Charge is designed to partially reimburse MassMutual
for expenses it incurs in processing Applications for the Policies, including
conducting medical examinations and determining insurability.

The Sales Load Surrender Charge is also determined separately for each insurance
segment in force and is based on the surrender charge band for that segment. The
surrender charge band set forth in the Policy is an amount generally calculated
on the basis of the Selected Face Amount and varies by the age and sex of the
Insured at the time of the purchase. Once determined, the band for a segment is
not changed as the result of any subsequent decreases in Selected Face Amount.
During the first 10 years following the issue of a segment, the charge is equal
to 24.5% of the premiums paid for that segment up to the surrender change band
for that segment, plus 4.5% of premiums paid in excess of one band but less than
two bands, plus 3.5% of premiums in excess of two but less than three bands. In
each case the surrender charge is in addition to the 5.5% sales charge deducted
from each premium. Assuming a segment is surrendered during the first 10 years,
the total sales charge is, therefore, equal to 30% of the premiums paid for that
segment up to the band for that segment, plus 10% of premiums paid in excess of
one band but less than two bands, plus 9% of premiums in excess of two but less
than three bands, and 5.5% of all subsequent payments.

Surrender Charge Bands Per $1,000
of Selected Face Amount

Age 25 Age 40 Age 55
------ ------ ------
<S> <C> <C>
$6.12 $11.90 $24.66
</TABLE>

The Sales Load Surrender Charge, as calculated above, remains level for the
first 10 Policy Years. In years 11 through 15, it reduces to zero in accordance
with the percentages set forth in your Policy. Premiums paid are allocated to
each insurance segment in proportion to the respective guideline annual
premiums. This charge is designed to reimburse MassMutual for the expenses it
incurs in distributing the Policies, prospectuses and sales literature.

Surrender charges for an insurance segment are also deducted when insurance
segments are cancelled under a decrease in Selected Face Amount. Insurance
segments are cancelled on a last purchased, first surrendered basis. If only a
portion of an insurance segment is cancelled, a pro rata portion of the full
surrender charge for the segment will be imposed.

A charge is assessed for each Withdrawal under the Policy. This charge is equal
to the lesser of $25 or 2% of the amount withdrawn from the Policy. It is
deducted from the amount withdrawn and the balance goes to the Policyowner. A
Withdrawal will not be allowed if to do so would reduce the Account Value to an
amount less than the cumulative sum of the Policy's minimum planned premiums to
date.

8
<PAGE>

The Separate Account

The Separate Account was established on July 13, 1988 as a separate investment
account by MassMutual's Board of Directors in accordance with the provisions of
Section 132G of Chapter 175 of the Massachusetts General Laws. The Separate
Account is registered under the Investment Company Act of 1940 as a unit
investment trust. Registration does not involve supervision of the management or
investment practices or policies of the Separate Account or of MassMutual. Both
MassMutual and the Separate Account, however, are subject to regulation by the
Division of Insurance of the Commonwealth of Massachusetts and the laws of the
jurisdiction in which the Policy is delivered. A designated segment of the
Separate Account also may be used to receive and invest premiums for other
variable life insurance policies issued by MassMutual.

Although the assets of the Separate Account are assets of MassMutual, that
portion of the Separate Account assets equal to the reserves and other
liabilities of the Separate Account attributable to the Policies may not be used
to satisfy any obligations that may arise out of any other business we may
conduct. They may, however, become subject to liabilities arising from other
variable life insurance policies which are funded by the Separate Account. In
addition, we may from time to time at our discretion transfer to our general
account those assets which exceed the reserves and other liabilities of the
Separate Account. Such transfers will not adversely affect the Separate Account.

Income, realized gains or losses and unrealized gains or losses from each
division of the Separate Account are credited to or charged against that
division without regard to any of MassMutual's other income, gains, or losses.

MassMutual may accumulate in the Separate Account the charge for expense and
mortality risks, monthly charges assessed against the Policy and investment
results applicable to those assets that are in excess of net assets supporting
the Policies.

Investments of the Separate Account. The Separate Account has four divisions
attributable to the Policy, each of which invests in the shares of a single Fund
of the Trust. The divisions of the Separate Account are:

. The Equity Division - Amounts credited to this division are invested in shares
of MML Equity Fund, or its successor;

. The Money Market Division - Amounts credited to this division are invested in
shares of MML Money Market Fund, or its successor;

. The Managed Bond Division - Amounts credited to this division are invested in
shares of MML Managed Bond Fund, or its successor; and

. The Blend Division - Amounts credited to this division are invested in shares
of MML Blend Fund or its successor.

The shares of the underlying Fund purchased by each division of the Separate
Account will be held by MassMutual as custodian for the Separate Account.

The Trust is a no-load, open-end, management investment company registered under
the Investment Company Act of 1940, consisting of the four Funds described
above, each of which has its own investment objectives and policies. MassMutual
established the Trust for the purpose of providing a vehicle for the investment
of assets of various separate investment accounts, including the Separate
Account, established by MassMutual and life insurance company subsidiaries of
MassMutual. Shares of the Funds are not offered to the general public, but
solely to separate investment accounts established by MassMutual and its life
insurance company subsidiaries. The Separate Account purchases and redeems
shares of the Funds at their net asset value which is determined at the time of
the receipt of the purchase order or redemption request without the imposition
of any sales or redemption charge.

The primary investment objective of MML Equity Fund is to achieve a superior
total rate of return over an extended period of time from both capital
appreciation and current income. A secondary investment objective is the
preservation of capital when business and economic conditions indicate that
investing for defensive purposes is appropriate. The assets of this Fund are
normally expected to be invested primarily in common stocks and other
equity-type securities.

The investment objectives of MML Money Market Fund are to achieve high current
income, the preservation of capital, and liquidity. The assets of this Fund are
invested in short-term debt instruments, including but not limited to commercial
paper, certificates of deposit, bankers' acceptances, and obligations of the
United States government, its agencies and instrumentalities.

The investment objective of MML Managed Bond Fund is to achieve as high a total
rate of return on an annual basis as is considered consistent with the
preservation of capital values. The assets of this Fund are invested primarily
in publicly issued, readily marketable, fixed income securities of such
maturities as MassMutual deems appropriate from time to time in light of market
conditions and prospects.

The investment objective of MML Blend Fund is to achieve as high a level of
total rate of return over an extended period of time as is considered consistent
with prudent investment risk and the preservation of capital values. This Fund
invests in a portfolio of common stocks and other equity-type securities, bonds
and other debt securities with maturities generally exceeding one year, and
money market instruments and other debt securities with maturities generally not
exceeding one year.

Citibank, N.A., with its home office located at 111 Wall Street, New York, NY
10005, acts as custodian for each of the Funds.

MassMutual serves as investment manager of each of the Funds pursuant to a
separate investment management agreement executed by MassMutual and each of the
Funds. Pursuant to such agreements, MassMutual is paid a quarterly fee at the
annual rate of .50% of the first $100,000,000 of the Fund's average daily net
asset value, .45% of the next $200,000,000, .40% of the next $200,000,000 and
.35% of any excess over $500,000,000.

During 1996, MassMutual (and Babson) earned investment management fees of:

<S> <C>
MML Equity Fund $5,787,673
MML Money Market Fund $ 612,946
MML Managed Bond Fund $ 820,434
MML Blend Fund $7,525,674
</TABLE>

9
<PAGE>

Concert Capital Management, Inc. ("Concert") served as the investment
sub-adviser to MML Equity Fund and the Equity Sector of the MML Blend Fund from
1993-1996. Concert merged with and into David L. Babson & Company, Inc.
("Babson") effective December 31, 1996. Both Concert and Babson are wholly-owned
subsidiaries of Babson Acquisition Corporation, which is a controlled subsidiary
of MassMutual. Thus, effective January 1, 1997, Babson serves as the investment
sub-adviser to MML Equity Fund and the Equity Sector of the MML Blend Fund. Both
MassMutual and Babson are registered investment advisers under the Investment
Advisers Act of 1940.

MassMutual has agreed to bear the expenses of each of the Funds (other than the
management fee, interest, taxes, brokerage commissions and extraordinary
expense) in excess of .11% of average daily net asset value through April 30,
1998.

Additional and more detailed information regarding the Funds may be found in the
accompanying Prospectus for the Trust.

MassMutual is also the investment adviser to MassMutual Corporate Investors and
MassMutual Participation Investors, closed-end investment companies; certain
wholly-owned subsidiaries of MassMutual; and various employee benefit plans.
MassMutual is the investment sub-adviser to Oppenheimer Investment Grade Bond
Fund and Oppenheimer Value Stock Fund, open-end management investment companies.
MassMutual is the Collateral co-manager for MassMutual/Carlson CBO N.V.

The assets of certain variable annuity separate accounts for which MassMutual or
an affiliate is the depositor are invested in shares of the Funds. Since these
separate accounts are invested in the same underlying Funds it is possible that
material conflicts could arise between owners of the Policies and owners of the
variable annuity contracts. Possible conflicts could arise if: (i) state
insurance regulators should disapprove or require changes in investment
policies, investment advisers or principal underwriters or if MassMutual should
be permitted to act contrary to actions approved by holders of the Policies
under rules of the Securities and Exchange Commission; (ii) adverse tax
treatment of the Policies or the variable annuity contracts would result from
utilizing the same underlying Funds; (iii) different investment strategies would
be more suitable for the variable annuity contracts than for the Policies; or
(iv) state insurance laws or regulations or other applicable laws would prohibit
the funding of both the Separate Account and other investment accounts by the
same Funds. The Board of Trustees of the Trust will follow monitoring procedures
which have been developed to determine whether material conflicts have arisen.
Such Board will have a majority of trustees who are not interested persons of
the Trust or MassMutual and determinations whether or not a material conflict
exists will be made by a majority of such disinterested trustees. If a material
irreconcilable conflict exists, MassMutual will take such action at its own
expense as may be required to cause the Separate Account to be invested solely
in shares of mutual funds which offer their shares exclusively to variable life
insurance separate accounts unless, in certain cases, the holders of both the
Policies and the variable annuity contracts vote not to effect such segregation.

Rates of Return. The following table shows the Effective Annual Rates of Return
based on the actual investment performance (after deduction of investment
management fees and direct operating expenses) of the Fund underlying each
division of the Separate Account for periods ended December 31, 1996. These
rates of return do not reflect the mortality and expense risk charges assessed
against the Separate Account. Also, they do not reflect deduction from premiums
or administrative and cost of insurance charges assessed against the account
value of the Policies, nor do they reflect the Policy's surrender charges. SEE
CHARGES UNDER THE POLICY-DEDUCTIONS FROM PREMIUMS, ACCOUNT VALUE CHARGES AND
SURRENDER CHARGES. Therefore, these rates are not illustrative of how actual
investment performance will affect the benefits under the Policy. (See, however,
ACCOUNT VALUE and CASH SURRENDER VALUE - Performance Illustration). An
individualized hypothetical illustration may be available. The rates of return
shown are not necessarily indicative of future performance. They may be
considered, however, in assessing the competence and performance of MassMutual
as the Fund's investment adviser.

Effective Annual Rates of Return

20 15 10 5 1
Fund Years Years Years Years Year
- ---- ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C>
Equity 14.72% 16.01% 13.78% 14.71% 20.25%
Money Market -- 6.83 5.76 4.13 5.01
Managed Bond -- 10.54 8.34 7.27 3.25
Blend -- 13.13* 11.89 11.55 13.95
</TABLE>
* From inception.

<TABLE>
<CAPTION>
Annualized One Year Total Returns

MML MML
For the year MML Money Managed MML
ended Equity Market Bond Blend
<S> <C> <C> <C> <C>
1996 20.25% 5.01% 3.25% 13.95%
1995 31.13% 5.58% 19.14% 23.28%
1994 4.10% 3.84% (3.76)% 2.48%
1993 9.52% 2.75% 11.81% 9.70%
1992 10.48% 3.48% 7.31% 9.36%
1991 25.56% 6.01% 16.66% 24.00%
1990 (0.51%) 8.12% 8.38% 2.37%
1989 23.04% 9.16% 12.83% 19.96%
1988 16.68% 7.39% 7.13% 13.40%
1987 2.10% 6.49% 2.60% 3.12%
1986 20.15% 6.60% 14.46% 18.30%
1985 30.54% 8.03% 19.94% 24.88%
1984 5.40% 10.39% 11.69% 8.24%*
1983 22.85% 8.97% 7.26% -
1982 25.67% 11.12%* 22.79%* -
1981 6.67% - - -
1980 27.62% - - -
1979 19.54% - - -
1978 3.71% - - -
1977 (0.52%) - - -
1976 24.77% - - -
1975 32.85% - - -
1974 (17.61%)* - - -
</TABLE>

* The figures shown are from inception of the Funds. The Money Market and
Managed Bond Funds received initial funding on December 16, 1981. The Blend Fund
received initial funding on February 3, 1984. The Equity Fund received initial
funding September 5, 1971 (performance information prior to 1974 is not
available).

10
<PAGE>

Performance Illustration. The following tables show how the actual investment
performance of the Funds of the Trust would have affected the Death Benefits and
Cash Surrender Values of hypothetical Policies. Each table illustrates a Policy
as of the earliest date for which performance figures are available for the
illustrated Fund. Each table assumes that the illustrated Policy was issued to a
male smoker age 35; insurance costs will vary under different mortality
assumptions. The Policy in each table is issued for a Selected Face Amount of
$100,000, with annual premiums of $1,200 paid at the beginning of each year and
the full Account Value continuously reinvested in the Separate Account division
corresponding with the particular Fund illustrated. Separate columns are shown
for the current schedule of charges and for guaranteed mortality and expense
charges and current fund level expenses.

MML Equity Fund

Using Guaranteed Schedule of
Using Current Schedule Mortality and Expense Charges
of Charges and Current Fund Level Expenses
------------------------ -------------------------------
Cash Cash
Calendar Total Annual Surrender Death Surrender Death
Year Premiums Value Benefit Value Benefit
-------- ------------ -------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
1974 $ 1,200 $ 0 $100,000 $ 0 $100,000
1975 $ 2,400 $ 1,301 $100,000 $ 1,102 $100,000
1976 $ 3,600 $ 2,860 $100,000 $ 2,508 $100,000
1977 $ 4,800 $ 3,664 $100,000 $ 3,219 $100,000
1978 $ 6,000 $ 4,662 $100,000 $ 4,097 $100,000
1979 $ 7,200 $ 6,642 $100,000 $ 5,849 $100,000
1980 $ 8,400 $ 9,619 $100,000 $ 8,477 $100,000
1981 $ 9,600 $11,068 $100,000 $ 9,726 $100,000
1982 $10,800 $14,927 $100,000 $13,097 $100,000
1983 $12,000 $19,273 $100,000 $16,876 $100,000
1984 $13,200 $20,981 $100,000 $18,311 $100,000
1985 $14,400 $28,319 $100,000 $24,663 $100,000
1986 $15,600 $34,822 $100,000 $30,261 $100,000
1987 $16,800 $36,153 $100,000 $31,332 $100,000
1988 $18,000 $42,907 $100,421 $37,089 $100,000
1989 $19,200 $53,382 $121,178 $46,091 $104,627
1990 $20,400 $53,427 $118,074 $46,089 $101,858
1991 $21,600 $67,484 $145,090 $58,147 $125,016
1992 $22,800 $74,690 $156,102 $64,217 $134,213
1993 $24,000 $81,812 $166,896 $70,140 $143,086
1994 $25,200 $85,053 $169,256 $72,674 $144,620
1995 $26,400 $111,300 $215,923 $94,756 $183,826
1996 $27,600 $133,188 $251,593 $112,867 $213,319
</TABLE>

MML Money Market Fund

Using Guaranteed Schedule of
Using Current Schedule Mortality and Expense Charges
of Charges and Current Fund Level Expenses
------------------------ -------------------------------
Cash Cash
Calendar Total Annual Surrender Death Surrender Death
Year Premiums Value Benefit Value Benefit
-------- ------------ -------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
1982 $ 1,200 $ 226 $100,000 $ 139 $100,000
1983 $ 2,400 $ 1,213 $100,000 $ 1,027 $100,000
1984 $ 3,600 $ 2,336 $100,000 $ 2,035 $100,000
1985 $ 4,800 $ 3,482 $100,000 $ 3,057 $100,000
1986 $ 6,000 $ 4,618 $100,000 $ 4,061 $100,000
1987 $ 7,200 $ 5,792 $100,000 $ 5,088 $100,000
1988 $ 8,400 $ 7,073 $100,000 $ 6,198 $100,000
1989 $ 9,600 $ 8,562 $100,000 $ 7,480 $100,000
1990 $10,800 $10,046 $100,000 $ 8,740 $100,000
1991 $12,000 $11,371 $100,000 $ 9,845 $100,000
1992 $13,200 $12,403 $100,000 $10,673 $100,000
1993 $14,400 $13,344 $100,000 $11,408 $100,000
1994 $15,600 $14,443 $100,000 $12,261 $100,000
1995 $16,800 $15,828 $100,000 $13,335 $100,000
1996 $18,000 $17,168 $100,000 $14,342 $100,000
</TABLE>

11
<PAGE>

MML Managed Bond Fund
Using Guaranteed Schedule of
Using Current Schedule Mortality and Expense Charges
of Charges and Current Fund Level Expenses
----------------------- -------------------------------
Cash Cash
Calendar Total Annual Surrender Death Surrender Death
Year Premiums Value Benefit Value Benefit
-------- ------------ --------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
1982 $ 1,200 $ 339 $100,000 $ 246 $100,000
1983 $ 2,400 $ 1,301 $100,000 $ 1,113 $100,000
1984 $ 3,600 $ 2,472 $100,000 $ 2,165 $100,000
1985 $ 4,800 $ 4,116 $100,000 $ 3,642 $100,000
1986 $ 6,000 $ 5,740 $100,000 $ 5,089 $100,000
1987 $ 7,200 $ 6,704 $100,000 $ 5,929 $100,000
1988 $ 8,400 $ 8,032 $100,000 $ 7,082 $100,000
1989 $ 9,600 $ 9,953 $100,000 $ 8,754 $100,000
1990 $10,800 $11,579 $100,000 $10,145 $100,000
1991 $12,000 $14,363 $100,000 $12,543 $100,000
1992 $13,200 $16,097 $100,000 $13,993 $100,000
1993 $14,400 $18,706 $100,000 $16,191 $100,000
1994 $15,600 $18,522 $100,000 $15,941 $100,000
1995 $16,800 $22,789 $100,000 $19,520 $100,000
1996 $18,000 $24,084 $100,000 $20,510 $100,000
</TABLE>

MML Blend Fund

</TABLE>

These illustrations are not necessarily indicative of future performance. They
assume the Policies were issued standard based on full underwriting and that
there have been no increases or decreases in Selected Face Amounts, no Policy
loans and that no transaction charges have been incurred. The Cash Surrender
Values shown reflect the deduction of all charges made against premiums, Account
Value charges, Separate Account charges and surrender charges. An individualized
hypothetical illustration may be available. See SEPARATE ACCOUNT CHARGES UNDER
THE POLICY - DEDUCTIONS FROM PREMIUMS, ACCOUNT VALUE CHARGES, SEPARATE ACCOUNT
CHARGES AND SURRENDER CHARGES.

Illustrations of Death Benefits, Cash Surrender Values and Accumulated Premiums
based on assumed hypothetical gross annual investment returns of 0%, 6% and 12%
are shown in APPENDIX A. The APPENDIX also describes, in more detail, the
assumptions underlying this illustration.

General Provisions Of The Policy

This section of the Prospectus describes the general provisions of the Policy,
and is subject to the terms of the Policy. You may review a copy of the Policy
upon request.

Premiums. The Policyowner selects a premium payment schedule in the Application
and is not bound by an inflexible premium schedule. Two premium concepts are
very important under the Policy: the planned premium and minimum initial
premium.

Planned Premiums. Planned premiums are elected at the time of application and
may be changed at any time. Planned premiums are subject to a minimum which
depends upon the Selected Face Amount of the Policy, the Insured's age and the
amount of the initial premium paid. In addition, the annual planned premium for
the Policy cannot be less than $300.

The Minimum Initial Premium. You paid a minimum initial premium along with your
Application or at any time prior to the delivery of the Policy. The amount of
the initial premium depended on the minimum initial premium on an

12
<PAGE>

annual basis for the Selected Face Amount of the Policy and the proposed
frequency of planned premiums. Thereafter, subject to the minimum and maximum
premium limitations described below, you may make unscheduled premium payments
at any time and in any amount. The minimum initial premium for the Policy with
annual planned premiums is equal to the minimum planned premium for the Policy.

There is no penalty if the planned premium is not paid, nor does payment of this
amount guarantee coverage for any period of time. Instead, the duration of the
Policy depends upon the Policy's Account Value. Even if planned premiums are
paid, the Policy terminates if the Account Value becomes insufficient to pay
certain monthly charges and a grace period expires without sufficient payment.
For details see TERMINATION.

The following sample table shows the minimum annual planned premium per $1,000
of Selected Face Amount.

Minimum Annual Planned Premium
Per $1,000 of Selected Face Amount

Male, Female, Smoker and Nonsmoker Classes.

Age 25 Age 40 Age 55
------ ------ ------
<S> <C> <C>
$3.16 $4.80 $7.44
</TABLE>

Minimum and Maximum Premium Payments. While the Policy is in force, premiums may
be paid at any time before the death of the Insured subject to certain
restrictions. The minimum premium payment is $10.00. The maximum premium which
may be paid in any year without evidence of insurability is the greater of: (i)
the premium which will not increase the net amount at risk under the Policy: and
(ii) twice the Policy`'s minimum planned premium, plus $100.00 (where required
by law, this maximum is not less than the Policy's annual planned premium for
that year). Premium payments should be sent to our Home Office or to the address
indicated for payment on the notice.

Termination. This Policy does not terminate for failure to pay premiums since
payments, other than the initial premium, are not specifically required. Rather,
if on a Monthly Calculation Date, the Account Value less any Policy Debt is
insufficient to cover the total monthly deduction, the Policy will enter a
61-day grace period.

Grace Period. We allow 61 days to pay any premium necessary to cover the overdue
monthly deduction (or $10 if greater). You will receive a notice from us which
sets forth this amount. During the grace period, the Policy remains in force. If
the payment is not made by 61 days after we mail the written notice, the Policy
terminates without value.

DEATH BENEFIT UNDER THE POLICY

The Death Benefit is the amount payable to the named Beneficiary when the
Insured dies. Upon receiving due proof of death, we pay the Beneficiary the
Death Benefit amount determined as of the date the Insured dies. All or part of
the benefit can be paid in cash or applied under one or more of our payment
options described under ADDITIONAL PROVISIONS OF THE POLICY - Payment Options.

In the Application, the Policyowner selects a Selected Face Amount. The Death
Benefit is the greater of the Selected Face Amount in effect on the date of
death or the Minimum Face Amount in effect on the date of death with certain
additions or deductions. The Minimum Face Amount is equal to Account Value times
the Minimum Face Amount percentage. The percentages depend upon the Insured's
age, sex and smoking classification. The percentages are set forth on the
schedule page of your Policy. Added to the greater of the Selected Face Amount
or Minimum Face Amount is the value of any additional benefits provided by
rider. We will also add that part of any monthly deduction applicable for the
period beyond the date of death. We pay interest on the Death Benefit from the
date of death to the date the Death Benefit is paid or a payment option becomes
effective. The interest rate equals the rate determined under the Interest
Payment Option as described in ADDITIONAL PROVISIONS OF THE POLICY - Payment
Options. If the Insured dies after the first Policy Year, we will also include a
pro rata share of any dividend allocated to the Policy for the year death
occurs. We then subtract any outstanding Policy Debt and any unpaid monthly
deductions if the death occurs during the 61-day Grace Period. The Death Benefit
is unaffected by investment experience unless the Death Benefit is based on the
Minimum Face Amount.

Example. The following example shows how the Death Benefit varies as a result of
investment performance:
<TABLE>
<CAPTION>

Policy A Policy B
<S> <C> <C>
Selected Face Amount $100,000 $100,000

Account Value on Date of Death $ 50,000 $ 40,000

Minimum Face Amount Percentage
On Date of Death 240% 240%
</TABLE>

For Policy A, the Death Benefit will equal $120,000 which is the greater of the
$100,000 Selected Face Amount or the Account Value times the Minimum Face Amount
percentage. For Policy B, the Death Benefit would equal the $100,000 Selected
Face Amount.

Selected Face Amount Changes. An increase in coverage must be for at least
$15,000 in the non-qualified market and $5,000 in the qualified market or when
simplified underwriting procedures are used. Evidence of insurability must be
submitted with the Application except for any increase elected under the
insurability protection rider. No increase in the Selected Face Amount can be
elected within six months after the Policy Date or any previous increase, or
after the Policy Anniversary Date nearest the insured's 82nd birthday. These
limitations do not apply to increases elected in accordance with the
insurability protection rider.

All increases are effective on the date shown on the endorsement to the Policy.
Increases are allowed only on a Monthly Calculation Date. An increase in
Selected Face Amount may affect the net amount at risk which may affect a
Policyowner's cost of insurance charge.

Decreases in coverage are allowed in certain circumstances, although MassMutual
believes that such decreases are generally not in the best interests of a
Policyowner. The Selected Face Amount will be reduced by cancelling insurance
segments on a last purchased, first cancelled basis and the appropriate
sur-

<PAGE>

render charge will be deducted from the Account Value. (For a discussion of the
charges associated with a decrease, see SURRENDER CHARGES.) A decrease in
Selected Face Amount is effective on the Monthly Calculation Date following the
receipt of a written request. The Selected Face Amount may not be decreased to
less than the minimum Selected Face Amount for a Policy. We reserve the right to
terminate the option of decreasing the Selected Face Amount in the future.

ACCOUNT VALUE AND CASH SURRENDER VALUE

Account Value. The Account Value of the Policy is the sum of all premium
payments adjusted by periodic charges and credits. It is the amount provided for
investment in the Separate Account and the GPA. The Account Value of the Policy
is held in one or more divisions of the Separate Account and the GPA. Initially,
this value is equal to the net amount of the first premium paid under the
Policy. This amount is allocated among the GPA and the divisions according to
the allocation percentages requested in the Application.

All or part of the Account Value may be transferred among divisions by written
request. Transfers between divisions of the Separate Account may be by amount or
by percentage. MassMutual reserves the right to limit transfers to not more than
one every 90 days in connection with compliance with Section 404(c) of ERISA.
Policyowners may transfer all funds in the Separate Account to the GPA at any
time regardless of the number of transfers previously made.

Transfers from the GPA to the Separate Account may be made only once during each
Policy Year. Each such transfer may not exceed 25% of the Account Value in the
GPA at the time of the transfer. More than 25% may be transferred after 3
consecutive 25% transfers have been made, provided no value has been allocated
or transferred to the GPA by the Policyowner in the prior 3 Policy Years. The
Account Value in the GPA equal to any Policy Debt cannot be transferred to the
Separate Account. Any transfer is effective on the Valuation Date on or
following the date we receive a written request in good order at our Home
Office.

Investment Return. The investment return of a Policy is based on:

. The Account Value held in each division of the Separate Account for that
Policy; and

. The investment experience of each division as measured by its actual net rate
of return, and

. The interest rate credited on Account Values held in the GPA.

The investment experience of a division of the Separate Account reflects
increases or decreases in the net asset value of the shares of the underlying
Fund, any dividend or capital gains distributions declared by the Fund, and any
charges against the assets of the division. This investment experience is
determined on each Valuation Date. The actual net rate of return for a division
measures the investment experience from the end of one Valuation Date to the end
of the next Valuation Date.

Cash Surrender Value. The Policy may be surrendered for its Cash Surrender Value
at any time before the Insured dies. Unless a later effective date is selected,
Surrender is effective on the date we receive the Policy and a written request
in good order at our Home Office. The Policy and written request for surrender
are deemed received on the date on which they are received by mail at
MassMutual's Home Office. If, however, the date on which they are received is
not a Valuation Date, or if they are received other than through the mail after
the closing of the New York Stock Exchange (a "Valuation Time"), they are deemed
received on the next Valuation Date. The Cash Surrender Value is the Account
Value less any surrender charges and outstanding Policy Debt.

Withdrawals. Subject to certain conditions, after the Policy has been in force
for six months you can make a Withdrawal from the Policy on any Monthly
Calculation Date by sending a written request to our Home Office. The minimum
amount of a Withdrawal is $100 (before deducting the withdrawal fee); the
maximum amount is the Cash Surrender Value. The Withdrawal also may not reduce
the Account Value to an amount less than the cumulative sum of the Policy's
minimum planned premiums to date. The amount of the Withdrawal is deducted from
the Policy's Account Value at the end of the Valuation Period applicable to the
Monthly Calculation Date on which the Withdrawal is made. The Policyowner must
specify the GPA or the division (or divisions) from which the Withdrawal is to
be made. The Withdrawal amount attributable to a division or the GPA may not
exceed the non-loaned Account Value of that division or GPA. A 2% fee, not to
exceed $25.00, is deducted from each Withdrawal. The Account Value and Selected
Face Amount will automatically be reduced by the amount of the Withdrawal unless
otherwise requested and satisfactory evidence of insurability is provided. A
surrender charge is not charged for this decrease in the Selected Face Amount.

POLICY LOAN PRIVILEGE

The Policy provides a loan privilege. After the first Policy Year, loans can be
made on the Policy at any time before the Insured dies. The maximum loan is an
amount equal to 90% of the total of the Account Value at the time of the loan
less the then applicable surrender charge, less any outstanding Policy Debt. The
Policy must be properly assigned as collateral for the loan.

Source of Loan. The loan amount requested is taken from divisions of the
designated segment of the Separate Account and the GPA in proportion to the
non-loaned Account Value of each on the date of the loan. Shares taken from the
divisions are liquidated and the resulting dollar amounts are transferred to the
GPA. The Policy loan is then taken against the value in the GPA. We may delay
the granting of any loan attributable to the GPA for up to six months. We may
also delay the granting of any loan attributable to the Separate Account during
any period that the New York Stock Exchange is closed (other than customary
weekend and holiday closings) or trading is restricted, or the Securities and
Exchange Commission determines that a state of emergency exists.

14
<PAGE>

If Loans Exceed the Policy Account Value. Policy Debt (which includes accrued
interest) must not equal or exceed the Account Value less any surrender charges.
If this limit is reached, we may terminate the Policy. To terminate for this
reason we will notify the Policyowner in writing. This notice states the amount
necessary to bring the Policy Debt back within the limit. If we do not receive a
payment within 31 days after the date we mailed the notice, and if Policy Debt
exceeds the Account Value less any surrender charges at the end of those 31
days, the Policy terminates without value. Termination of a policy under these
circumstances could cause the Policyowner to recognize gross income in the
amount of any excess of the Policy Debt over the sum of the Policyowner's
previously unrecovered premium contributions.

Interest. On the Application, the Policyowner may select a loan interest rate of
6% or an adjustable loan rate. MassMutual each year will set the adjustable rate
that will apply for the next Policy Year. The maximum rate is based on the
monthly average of the composite yield on seasoned corporate bonds as published
by Moody's Investors Service or, if it is no longer published, a substantially
similar average. The maximum rate is the published monthly average for the
calendar month ending two months before the Policy Year begins, or 5%, whichever
is higher. If the maximum limit is not at least 1/2% higher than the rate in
effect for the previous year, we will not increase the rate. If the maximum
limit is at least 1/2% lower than the rate in effect for the previous year, we
will decrease the rate.

Interest accrues daily and becomes part of the Policy Debt as it accrues. It is
due on each Policy Anniversary. If not paid when due, the interest will be added
to the loan and, as part of the loan, will bear interest at the same rate. Any
interest capitalized on a Policy Anniversary will be treated the same as a new
loan and will be taken from the divisions of the designated segment of the
Separate Account and the GPA in proportion to the non-loaned Account Value in
each.

Repayment. All or part of any Policy Debt may be repaid at any time while the
Insured is living and while the Policy is in force. All repayments are allocated
to the GPA. Any repayment results in the transfer of values equal to the
repayment from the loaned portion of the GPA to the non-loaned portion of the
GPA but does not result in a transfer to the divisions of the Separate Account.
If the loan is not repaid, we deduct the amount due from any amount payable from
a Surrender or upon the death of the Insured.

Interest on Loaned Value. Any loaned amount is held in the GPA and earns
interest at a rate determined by MassMutual, which is the greater of (i) 4% and
(ii) the Policy loan rate less not more than 2% (the current rate is 1.5%).

Effect of Loan. A Policy loan affects the Policy since the Death Benefit and
Cash Surrender Value under a Policy are reduced by the amount of the loan.
Repayment of the loan increases the Death Benefit and Cash Surrender Value under
the Policy by the amount of the repayment.

As long as a loan is outstanding, a portion of the Policy's Account Value equal
to the loan is held in the GPA. This amount is not affected by the Separate
Account's investment performance. The Account Value is also affected because the
portion of the Account Value equal to the Policy loan is credited with an
interest rate declared by MassMutual rather than a rate of return reflecting the
investment performance of the Separate Account.

FREE LOOK PROVISION

The Policyowner may cancel the Policy within 10 days after the Policyowner
receives it, or 10 days after MassMutual mails or delivers a written notice of
withdrawal right to the Policyowner or within 45 days after signing Part 1 of
the Application, whichever is latest. The Policyowner may cancel increases in
the Selected Face Amount under the same time limitations. The Policyowner should
mail or deliver the Policy and Policy delivery receipt either to MassMutual or
to the agent who sold it or to one of our agency offices. If the Policy is
cancelled in this fashion, a refund will be made to the Policyowner. The refund
equals the total of all premiums paid for the Policy, reduced by any amounts
borrowed or withdrawn. For cancelled increases in the Selected Face Amount the
refund equals the sum of all premiums paid and allocated to the increase in
Selected Face Amount.

YOUR VOTING RIGHTS

As long as the Separate Account continues to operate as a unit investment trust
under the Investment Company Act of 1940, the Policyowner is entitled to give
instructions as to how shares of the Funds held in the Separate Account (or
other securities held in lieu of such shares) deemed attributable to the Policy
shall be voted at meetings of shareholders of either the Funds or of the Trust.
Those persons entitled to give voting instructions are determined as of the
record date for the meeting.

The number of shares of the Funds held in the Separate Account deemed
attributable to the Policy during the lifetime of the Insured are determined by
dividing Policy's Account Value held in each division of the Separate Account,
if any, by $100. Fractional votes are counted.

Policyowners receive proxy material and a form with which such instructions may
be given. Shares of the Funds held by the Separate Account as to which no
effective instructions have been received are voted for or against any
proposition in the same proportion as the shares as to which instructions have
been received.

OUR RIGHTS

We reserve the right to take certain actions in connection with our operations
and the operations of the Separate Account. These actions will be taken in
accordance with applicable laws (including obtaining any required approval of
the Securities and Exchange Commission). If necessary, we will seek approval by
Policyowners.

Specifically, we reserve the right to:

. Create new segments of the Separate Account;

. Create new Separate Accounts;

. Combine any two or more Separate Accounts;

15
<PAGE>

. Make available additional divisions of the Separate Account investing in
additional investment companies;

. Invest the assets of the Separate Account in securities other than shares of
the Funds as a substitute for such shares already purchased or as the
securities to be purchased in the future;

. Operate the Separate Account as a management investment company under the
Investment Company Act of 1940 or in any other form permitted by law; and

. Deregister the Separate Account under the Investment Company Act of 1940 in
the event such registration is no longer required.

MassMutual also reserves the right to change the name of the Separate Account.

We have reserved all rights to the name MassMutual and Massachusetts Mutual Life
Insurance Company or any part of it. We may allow the Separate Account and other
entities to use our name or part of it, but we may also withdraw this right.

Directors And Executive Vice Presidents Of MassMutual

Directors:

Roger G. Ackerman, Director
Chairman and Chief Executive Officer, Corning, Inc., since 1996, President
and Chief Operating Officer 1990-1996, One Riverfront Plaza - HQE 2, Corning
NY 14831.

James R. Birle, Director President and Founder, Resolute Partners, LLC, since
1994, 2 Greenwich Plaza - Suite 100, Greenwich CT 06830,; General Partner,
Blackstone Group, 1988-1994.

Frank C. Carlucci, III, Director Chairman, The Carlyle Group, Inc., since 1989,
1001 Pennsylvania Avenue, N.W. - Suite 220S, Washington DC 20004.

Gene Q. Chao, Director
Chairman, President and CEO, Computer Projections, Inc., since 1991, 733 SW
Vista Avenue, Portland OR 97205-1203.

Patricia Diaz Dennis, Director
Senior Vice President and Assistant General Counsel, SBC Communications Inc.
since 1995, 175 East Houston, Room 4-A-70, San Antonio TX 87205; Special
Counsel, Sullivan & Cromwell, 1993-1995; Assistant Secretary of State for
Human Rights and Humanitarian Affairs, U.S. Department of State, 1992-1993.

Anthony Downs, Director
Senior Fellow, The Brookings Institution, since 1977, 1775 Massachusetts
Ave., N.W., Washington DC 20036-2188.

James L. Dunlap, Director President and Chief Operating Officer, United Meridian
Corporation, since 1996, 1201 Louisiana - Suite 1400, Houston TX 77002-5603;
Senior Vice President, Texaco, Inc. 1987-1996.

William B. Ellis, Director
Senior Fellow, Yale University School of Forestry and Environmental Studies,
since 1995, 31 Pound Foolish Lane, Glastonbury, CT 06033; Chairman and Chief
Executive Officer, Northeast Utilities, 1983-1995.

Robert M. Furek, Director
President and Chief Executive Officer, Heublein, Inc., 1987-1996, 100 Pearl
Street - 14th Floor, Hartford CT 06103-4506.

Charles K. Gifford, Director
Chief Executive Officer, First National Bank of Boston and The Bank of
Boston Corporation, since 1996, Chairman, President and CEO 1995-1996,
President and CEO 1989-1995, 100 Federal Street, Boston MA 02110.

William N. Griggs, Director
Managing Director, Griggs & Santow, Inc., since 1983, 75 Wall Street - 20th
Floor, New York NY 10005.

George B. Harvey, Director
Chairman, President and CEO, Pitney Bowes, 1983-1996, 663 Ponus Ridge, New
Canaan CT 06840.

Barbara B. Hauptfuhrer, Director
Director of various corporations, since 1972, 1700 Old Welsh Road,
Huntington Valley PA 19006.

Sheldon B. Lubar, Director
Chairman, Lubar & Co. Incorporated, since 1977, 777 East Wisconsin Avenue -
Suite 3380, Milwaukee WI 53202.

William B. Marx, Jr., Director
Senior Executive Vice President, Lucent Technologies 1996-1996, 600 Mountain
Avenue - Room 6A-502, Murray Hill NJ 07974; Executive Vice President and CEO
Multimedia Products Group, AT&T, 1994-1996; Executive Vice President and
CEO, Network Systems Group, 1993-1994; Group Executive and President, AT&T
Network Systems, 1989-1993.

John F. Maypole, Director
Managing Partner, Peach State Real Estate Holding Company, since 1984, PO
Box 1223, Toccoa GA 30577.

Donald F. McCullough, Director
Retired Chairman and Chief Executive Officer, Collins & Aikman Corp., since
1988, 210 Madison Avenue, New York NY 10016.

John J. Pajak, Director, President and Chief Operating Officer
President and Chief Operating Officer, MassMutual, since 1996, Vice Chairman
and Chief Administrative Officer,

16
<PAGE>

1996-1996, Executive Vice President, 1987-1996, 1295 State Street,
Springfield MA 01111.

Thomas B. Wheeler, Director, Chairman and Chief Executive Officer
Chairman and Chief Executive Officer, MassMutual, since 1996, President and
Chief Executive Officer, 1988-1996, 1295 State Street, Springfield MA 01111.

Alfred M. Zeien, Director
Chairman and Chief Executive Officer, The Gillette Company, since 1991,
Prudential Tower, Boston MA 02199.

Executive Vice Presidents

Lawrence V. Burkett, Jr.
Executive Vice President and General Counsel, MassMutual, since 1993, Senior
Vice President and Deputy General Counsel 1992-1993, 1295 State Street,
Springfield MA 01111.

John B. Davies
Executive Vice President, MassMutual, since 1994; Associate Executive Vice
President 1994-1994; General Agent, 1982-1993, 1295 State Street,
Springfield MA 01111.

Daniel J. Fitzgerald
Executive Vice President, Corporate Financial Operations, MassMutual, since
1994, Senior Vice President, 1991-1994, 1295 State Street, Springfield MA
01111.

John V. Murphy
Executive Vice President, MassMutual, since 1997, Executive Vice President
and Chief Operating Officer, David L. Babson & Co., Inc., 1995-1997; Chief
Operating Officer, Concert Capital Management, Inc., 1993-1995, 1295 State
Street, Springfield MA 01111; Senior Vice President and Chief Financial
Officer, Liberty Financial Companies, 1977-1993.

Gary E. Wendlandt
Executive Vice President and Chief Investment Officer, MassMutual, since
1993, Executive Vice President, 1992-1993, Senior Vice President, 1983-1992,
1295 State Street, Springfield MA 01111.

THE GUARANTEED PRINCIPAL ACCOUNT

Because of exemptive and exclusionary provisions, interests in MassMutual's
general account (which include interests in the Guaranteed Principal Account)
are not registered under the Securities Act of 1933 and the general account is
not registered as an investment company under the Investment Company Act of
1940. Accordingly, neither the general account nor any interests therein are
subject to the provisions of these Acts and MassMutual has been advised that the
staff of the Securities and Exchange Commission has not reviewed the disclosures
in the Prospectus relating to the general account. Disclosures regarding the
general account may, however, be subject to certain generally applicable
provisions of the Federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

A Policyowner may allocate or transfer all or part of the Net Premium to the
Guaranteed Principal Account, and such amounts shall become part of MassMutual's
general account assets. The allocation or transfer of amounts to the Guaranteed
Principal Account does not entitle a Policyowner to share in the investment
experience of those assets. Instead, MassMutual guarantees that those amounts
allocated to the Guaranteed Principal Account which are in excess of any Policy
loans will accrue interest daily at an effective annual rate equal to the
greater of a) 4% and b) the rate determined by an index defined in the Policy
less any tax charge which are subject to certain generally applicable provisions
of the Federal securities laws relating to the accuracy and completeness of
statements made in prospectuses.

For amounts equal to any Policy loans, the guaranteed rate is the greater of a)
4% and b) the Policy loan rate less a MassMutual declared charge for expenses
and taxes. This charge will not be greater than 2% per year (this charge is
currently 1.5%). Although MassMutual is not obligated to credit interest at a
rate higher than this minimum, it may declare a higher rate applicable for such
periods as it deems appropriate. Upon request, MassMutual will inform
Policyowners of the then applicable rate. Since MassMutual takes into account
the need to provide for its expenses and guarantees, the crediting rate declared
by MassMutual shall be net of charges it imposes against the earnings of the
GPA.

FEDERAL INCOME TAX CONSIDERATIONS

The ultimate effect of federal income taxes on values under this Policy and on
the economic benefit to the Policyowner or Beneficiary depends on MassMutual's
tax status and upon the tax status of the individual concerned. The discussion
contained herein is general in nature and is not an exhaustive discussion of all
tax questions that might arise under the Policies, and is not intended as tax
advice. Moreover, no representation is made as to the likelihood of continuation
of current federal income tax laws and Treasury Regulations or of the current
interpretations of the Internal Revenue Service. MassMutual reserves the right
to make changes in the Policy to assure that it continues to qualify as life
insurance for tax purposes. For complete information on federal and state tax
considerations, a qualified tax adviser should be consulted. No attempt is made
to consider any applicable state or other tax laws.

MassMutual - Tax Status. MassMutual is taxed as a life insurance company under
Subchapter L of the Internal Revenue Code of 1986 (the "Code"). The Separate
Account is not a separate entity from MassMutual and its operations form a part
of MassMutual.

Investment income and realized capital gains on the assets of the Separate
Account are reinvested and taken into account in determining Account Values. The
investment income and realized capital gains are automatically applied to
increase book reserves associated with the Policies. Under existing federal
in-

17
<PAGE>

come tax law, the Separate Account's investment income, including net capital
gains, is not taxed to MassMutual to the extent applied to increase reserves
associated with the Policies. The reserve items taken into account at the close
of the taxable year for purposes of determining net increases or net decreases
must be adjusted for tax purposes by subtracting any amount attributable to
appreciation in the value of assets or by adding any amount attributable to
depreciation. MassMutual's basis in the assets underlying the Separate Account's
Policies will be adjusted for appreciation or depreciation, to the extent the
reserves are adjusted. Thus, corporate level capital gain and loss, and the tax
effect thereof, are eliminated.

Due to MassMutual's current tax status, no charge is made to the Separate
Account for MassMutual's federal income taxes that may be attributable to the
Separate Account. Periodically, MassMutual will review the question of a charge
to the Separate Account for MassMutual's federal income taxes. A charge may be
made for any federal income taxes incurred by MassMutual that are attributable
to the Separate Account. Depending on the method of calculating interest on
Policy values allocated to the Guaranteed Principal Account (see preceding
section), a charge may be imposed for the Policy's share of MassMutual's federal
income taxes attributable to that account.

Under current laws, MassMutual may incur state or local taxes (in addition to
premium taxes) in several states. At present, these taxes are not significant.
If there is a material change in applicable state or local tax laws, MassMutual
reserves the right to charge the Separate Account for such taxes, if any,
attributable to the Separate Account.

Policy Proceeds, Premiums, and Loans. MassMutual believes that the Policy meets
the statutory definition of life insurance under Code Section 7702 and hence
receives the same tax treatment as that accorded to fixed benefit life
insurance. Thus, the Death Benefit under the Policy is generally excludable from
the gross income of the Beneficiary under Section 101(a)(1) of the Code. As an
exception to this general rule, where a Policy has been transferred for value,
only the portion of the Death Benefit which is equal to the total consideration
paid for the Policy may be excluded from gross income. The Policyowner is not
deemed to be in constructive receipt of the cash values, including increments
thereon, under the Policy until a Surrender or partial withdrawal is made
(unless the Policy is a modified endowment contract, as discussed below).

Upon a full surrender of a Policy for its Cash Surrender Value the Policyowner
may recognize ordinary income for federal tax purposes. Ordinary income is
computed to be the amount by which the Account Value, unreduced by any
outstanding Policy Debt but less any surrender charges assessed, exceeds the
premiums paid but not previously recovered and any other consideration paid for
the Policy.

Decreases in Selected Face Amount and Withdrawals may be taxable depending on
the circumstances. Code Section 7702(f)(7) provides that where a reduction of
future benefits occurs during the first 15 years after a Policy is issued and
where there is a cash distribution associated with that reduction, the
Policyowner may be taxed on all or a part of the amount distributed. After 15
years, such cash distributions are not subject to federal income tax, except to
the extent they exceed the total amount of premiums paid but not previously
recovered. Where the provisions of Code Section 7702(f) do not cause a taxable
event, a withdrawal is taxable only to the extent that it exceed the
Policyowner's as yet unrecovered premium contributions. MassMutual suggests that
you consult with your tax adviser in advance of a proposed decrease in Selected
Face Amount or Withdrawal as to the portion, if any, which would be subject to
federal income tax.

A change of the Policyowner or the Insured or an exchange or assignment of the
Policy may have tax consequences depending on the circumstances.

MassMutual also believes that under current law any loan received under the
Policy will be treated as Policy Debt of a Policyowner and that no part of any
loan under a Policy will constitute income to the Policyowner unless the Policy
has become a "modified endowment contract." If the Policy is a modified
endowment contract under Code Sector 7702A, loans will be fully taxable to the
extent of income in the policy and could be subject to an additional 10 percent
tax. See the discussion on modified endowment contracts below. Under the
"personal" interest limitation provisions of the Tax Reform Act of 1986,
interest on Policy loans used for personal purposes, which otherwise meet the
requirements of Code Section 264, will no longer be tax deductible. However,
other rules may apply to allow all or part of the interest expense as a
deduction if the loan proceeds are used for "trade or business" or "investment"
purposes. See your tax adviser for further guidance.

If the Policy is owned by a business or corporation, the 1986 Act may impose
additional restrictions. The Act also limits the interest deduction available
for loans against a business-owned Policy. It imposes an indirect tax upon the
gain in corporate-owned life insurance policies by way of the corporate
alternative minimum tax, for those corporations subject to the alternative
minimum tax. The corporate alternative minimum tax could also apply to a portion
of the amount by which Death Benefits received exceed the Policy's date of death
cash value.

Federal estate and state and local estate, inheritance, and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policyowner or Beneficiary.

MassMutual cannot make any guarantee regarding the future tax treatment of any
Policy. For complete information on the impact of changes with respect to the
Policy and federal and state tax considerations, a qualified tax adviser should
be consulted.

Modified Endowment Contracts. Contrary to the rules described previously, loans
and other amounts distributed under a "modified endowment contract" are taxable
to the extent of any accumulated income in the Policy. The collateral assignment
of a modified endowment contract is treated as a distribution and subjects the
Policyowner to taxation on the gain accumulated within the Policy. For
successive tax years, as long as the collateral assignment remains on the
Policy, the Policyowner would be subject to current taxation on any increase in
the Policy's accumulated income.

In general, the amount which may be subject to tax is the excess of the Account
Value (both loaned and unloaned) over the previously unrecovered premiums paid.
Appropriate adjustments

18
<PAGE>

are made to account for amounts previously taxable as a result of policy loans
or collateral assignment. Death benefits paid under a modified endowment
contract, however, are not taxed any differently from death benefits payable
under other life insurance contracts.

A Policy is a modified endowment contract if it satisfies the definition of life
insurance set out in the Internal Revenue Code, but fails the additional "7-pay
test." A Policy fails this test if the accumulated amount paid under the
contract at any time during the first seven contract years exceeds the total
premiums that would have been payable under a policy providing for guaranteed
benefits upon the payment of seven level annual premiums. A Policy which would
otherwise satisfy the 7-pay test will still be taxed as a modified endowment
contract if it is received in exchange for a modified endowment contract.

Certain changes will require a Policy to be retested to determine whether it has
become a modified endowment contract. For example, a reduction in death benefits
during the first seven contract years will cause the Policy to be retested as if
it had originally been issued with the reduced death benefit. If the premiums
actually paid into the Policy exceed the limits under the 7-pay test for a
policy with the reduced death benefit, the Policy will become a modified
endowment contract. This change is effective retroactively to the contract year
in which the actual premiums paid exceed the new 7-pay limits.

In addition, a "material change" occurring at any time while the Policy is in
force will require the Policy to be retested to determine whether it continues
to meet the 7-pay test. A material change starts a new 7-pay test period. The
term "material change" includes many increases in death benefits. A material
change does not include an increase in death benefits which is attributable to
the payment of premiums necessary to fund the lowest level of death benefits
payable during the first seven contract years, or which is attributable to the
crediting of interest or dividends with respect to such premiums.

Since the Policy provides for flexible premium payments, MassMutual has
instituted procedures to monitor whether increases in death benefits or
additional premium payments cause either the start of a new seven-year test
period or the taxation of distributions and loans. All additional premium
payments will have to be considered.

If any amount is taxable as a distribution of income under a modified endowment
contract, it will also be subject to a 10% penalty tax. Limited exceptions from
the additional penalty tax are available for individual Policyowners. The
penalty tax will not apply to distributions: (i) that are made on or after the
date the taxpayer attains age 59 1/2; or (ii) that are attributable to the
taxpayer's becoming disabled; or (iii) that are part of a series of
substantially equal periodic payments (made not less frequently than annually)
made for the life or life expectancy of the taxpayer. For complete information
with respect to modified endowment contract status, a qualified tax adviser
should be consulted.

Once a Policy fails the 7-pay test, loans and distributions occurring in the
year of failure and thereafter become subject to the rules for modified
endowment contracts. In addition, a recapture provision applies to loans and
distributions received in anticipation of failing the 7-pay test. Any
distribution or loan made within two years prior to failing the 7-pay test is
considered to have been made in anticipation of the failure.

Under certain circumstances, a loan or other distribution under a modified
endowment contract may be taxable even though it exceeds the amount of income
accumulated in the Policy. For purposes of determining the amount of income
received from a modified endowment contract, the law requires the aggregation of
all modified endowment contracts issued to the same Policyowner by an insurer
and its affiliates within the same calendar year. Therefore, loans and
distributions from any one such Policy are taxable to the extent of the income
accumulated in all the contracts required to be aggregated.

Qualified Plans. The Policy may be used in conjunction with certain
tax-qualified employee benefit plans. Since the rules governing such use are
complex, a purchaser should not use the Policy in conjunction with any such
qualified plan until he has consulted a competent tax adviser. The Policy may
not be used in conjunction with an Individual Retirement Account (IRA).

Diversification Standards. To comply with final regulations under Code Section
817(h) ("Final Regulations"), each Fund of the Trust is required to diversify
its investments. The Final Regulations generally require that on the last day of
each quarter of a calendar year no more than 55% of the value of the Trust's
assets is represented by any one investment, no more than 70% is represented by
any two investments, no more than 80% is represented by any three investments,
and no more than 90% is represented by any four investments. A "look-through"
rule applies to treat a pro-rata portion of each asset of the Trust as an asset
of the Separate Account. All securities of the same issuer are treated as a
single investment. However, each Government agency or instrumentality is treated
as a separate issuer.

With respect to variable life insurance contracts the general diversification
requirements are modified if any of the assets of the Separate Account are
direct obligations of the United States Treasury. In this case, there is no
limit on the investment that may be made in United States Treasury Securities,
and for purposes of determining whether assets other than United States Treasury
Securities are adequately diversified, the generally applicable percentage
limitations are increased based on the value of the Separate Account's
investment in United States Treasury Securities. Notwithstanding this
modification of the general diversification requirements, the Funds of the Trust
will be structured to comply with the general diversification standards because
they serve as an investment vehicle for certain variable annuity contracts which
must comply with the general standards.

In connection with the issuance of the temporary regulations prior to the Final
Regulations, the Treasury announced that such temporary regulations did not
provide guidance concerning the extent to which Policyowners may direct their
investments to particular divisions of a separate account. Regulations in this
regard were not issued in connection with the Final Regulations, however. It is
not clear, at this time, what future regulations might provide. It is possible
that if future regulations are issued, the Policy may need to be modified to
comply with such regulations. For these reasons, MassMutual reserves the right
to modify the Policy, as necessary,

19
<PAGE>

to prevent the Policyowner from being considered the owner of the assets of the
Separate Account.

MassMutual intends to comply with the Final Regulations to assure that the
Policy continues to qualify as life insurance for federal income tax purposes.

ADDITIONAL PROVISIONS OF THE POLICY

Reinstatement Option. For a period of five (5) years after termination, you, as
Policyowner, can request that we reinstate the Policy during the Insured's
lifetime. We will not reinstate the Policy if it has been returned for its Cash
Surrender Value. Note that a termination or reinstatement may cause the Policy
to become a modified endowment contract.

Before we will reinstate the Policy, we must receive the following:

. A premium payment equal to the amount necessary to produce Account Value equal
to 3 times the total monthly deduction for the Policy on the Monthly Calculation
Date on or next following the date of reinstatement;

. Evidence of insurability satisfactory to us; and

. Where necessary, a signed acknowledgement that the Policy has become a
modified endowment contract.

If we do reinstate the Policy, the Selected Face Amount for the reinstated
Policy will be the same as it would have been if the Policy had not terminated.

Payment Options. All or part of the Death Benefit or Cash Surrender Value may be
taken in cash or as a series of level payments. Proceeds applied will no longer
be affected by the investment experience of the Separate Account divisions or
the GPA.

To receive payments, the proceeds to be applied must be at least $2,000. If the
payments under any option are less than $20.00 each, we reserve the right to
make payments at less frequent intervals. Payment options are as described
below.

Fixed Amount Payment Option. Each monthly payment is for an agreed fixed amount
not less than $10.00 for each $1,000.00 applied under the option. Interest of at
least 3% per year is credited each month on the unpaid balance and added to it.
Payments continue until the amount we hold runs out.

Fixed Time Payment Option. Equal monthly payments are made for any period
selected, up to 30 years. The amount of each payment depends on the total amount
applied, the period selected and the interest rate we credit to the unpaid
balance. This interest rate will not be less than 3% per year.

Interest Payment Option. We hold amounts applied under this option and pay
interest on the unpaid balance of at least 3% per year.

Lifetime Payment Option. Equal monthly payments are based on the life of a named
person. Payments will continue for the lifetime of that person. Three variations
are available;

. Payments for life only.

. Payments guaranteed for five, ten or twenty years.

. Payments guaranteed for the amount applied.

Joint Lifetime Payment Option. Equal monthly payments are based on the lives of
two named persons. While both named persons are living, one payment will be made
each month. When one of the named persons dies, the same payment continues for
the lifetime of the other. Two variations are available:

. Payment for two lives only. No specific number of payments is guaranteed.
Under this option there may be one payment if the two named persons die prior to
the second payment.

. Payments guaranteed for 10 years.

Joint Lifetime Payment Options with Reduced Payments. Monthly payments are based
on the lives of two named persons. While both named persons are living, one
payment will be made each month. When one dies, payments are reduced by
one-third and will continue for the lifetime of the other.

Withdrawal Rights under Payment Options. If provided in the payment option
election, all or part of the unpaid balance may be withdrawn or applied under
any other option. Payments that are based on a named person's life may not be
withdrawn.

Additional Benefits You Can Get by Rider. The Policy can include additional
benefits that we approve based on our standards and limits for issuing insurance
and classifying risks. None of these benefits depends on the investment
performance of the Separate Account or the GPA. An additional benefit is
provided by a rider and is subject to the terms of both the Policy and the
rider. The following riders are available.

Waiver of Monthly Charges Rider. This rider provides that the monthly deductions
for the Policy and all riders attached to it are waived after the Insured has
been totally disabled for six months. The benefit is available to Insureds ages
0-59 and provides coverage up to the Policy Anniversary nearest age 65. For
disabilities which begin prior to age 60, the rider provides benefits for the
life of the Insured. If disability begins after the Policy Anniversary Date
nearest the Insured's 60th birthday and before age 65, we will not waive the
monthly deductions which are due on or after the Policy Anniversary Date nearest
the Insured's 70th birthday.

Accidental Death Benefit Rider. With this rider, we pay an additional Death
Benefit if the Insured dies as a direct result

20
<PAGE>

of accidental bodily injury. The benefit is available to Insureds ages 0-65.
Death must occur before the Policy Anniversary nearest the Insured's 70th
birthday.

Insurability Protection Rider. This rider provides the right to increase the
Selected Face Amount of the Policy without evidence of insurability on one or
more regular option dates or on substitute option dates. The benefit is
available to Insureds ages 0-38 and expires on the Policy Anniversary date
nearest the Insured's 43rd birthday. Substitute option dates occur after the
Insured's marriage or the birth of a child of the Insured. The amount of each
increase cannot be less than $15,000 or more than $100,000.

Accelerated Death Benefit Rider. Subject to state availability, MassMutual
offers an Accelerated Death Benefit Rider. This rider provides for the payment
of a death benefit when the Insured is terminally ill. We must receive proof of
the terminal illness prior to the time when this rider may be attached.

Beneficiary. A Beneficiary is any person named on our records to receive
insurance proceeds after the Insured dies. You name the Beneficiary when you
apply for the Policy. There may be different classes of Beneficiaries, such as
primary and secondary. These classes set the order of payment. There may be more
than one Beneficiary in a class. Any Beneficiary may be named an irrevocable
beneficiary. An irrevocable beneficiary is one whose consent is needed to change
that Beneficiary. The consent of any irrevocable beneficiary is needed to
exercise any Policy right except the right to:

. Change the frequency of premium payments; or

. Reinstate the Policy after termination.

The Beneficiary may be changed during the Insured's lifetime by writing to our
Home Office. Generally, the change will take effect as of the date of the
request. If no Beneficiary is living when the Insured dies, unless provided
otherwise the Death Benefit is paid to the Owner or, if deceased, to the Owner's
estate.

Assignment. The Policy may be assigned as collateral for a loan or other
obligation. For any assignment to be binding on us, we must receive a signed
copy of it at our Home Office. We are not responsible for the validity of any
assignment.

Dividends. Each year MassMutual will determine the divisible surplus, or the
money available to pay dividends. Each Policy may receive a dividend based upon
its contribution to this divisible surplus. MassMutual does not expect that any
dividends will be paid under the Policies.

Any dividend will be payable on the Policy Anniversary Date.

If the Insured dies after the first Policy Year, the Death Benefit will include
a pro rata share of any dividend allocated to the Policy for the year death
occurs.

Limits on Our Right to Challenge the Policy. Except for any increases in
Selected Face Amount, we must bring any legal action to contest the validity of
a Policy within two years from its Issue Date. After that we cannot contest its
validity, except for failure to pay premiums. For any increase in the Selected
Face Amount, we must bring legal action to contest that increase within two
years from the effective date of the increase or within two years from the Issue
Date of the Insurability Protection Rider, if the increase is provided by that
rider.

Misstatement of Age or Sex. If the Insured's age or sex is misstated in the
Policy application, the Death Benefit payable under the Policy will be adjusted
based on what the Policy would provide according to the most recent mortality
charge for the correct date of birth or correct sex.

Suicide. If the Insured commits suicide within two years from the Issue Date and
while the Policy is in force, we pay a limited Death Benefit in one sum to the
Beneficiary. The limited Death Benefit is the amount of premiums paid for the
Policy, less any Policy Debt or amounts withdrawn. For any increases in the
Selected Face Amount, the limited Death Benefit will be the monthly deductions
made for that increase. If the limited Death Benefit for the entire Policy is
payable, there will be no additional payment for the increase.

When We Pay Proceeds. If the Policy has not terminated, payment of the Cash
Surrender Value, loan proceeds or the Death Benefit are made within 7 days after
we receive any required documents at our Home Office. But we can delay payment
of the Cash Surrender Value or any Withdrawal from the Separate Account, loan
proceeds attributable to the Separate Account, or the Death Benefit during any
period that:

. It is not reasonably practicable to determine the amount because the New York
Stock Exchange is closed (other than customary week-end and holiday closings),
trading is restricted by the Securities and Exchange Commission; or

. The SEC declares that an emergency exists.

In addition, a premium payment is not available to satisfy a surrender request
until the check, or other instrument by which the premium payment was made, has
been honored.

We may delay paying any surrender value or loan proceeds based on the GPA for up
to 6 months from the date the request is received at our Home Office. We can
delay payment of the entire Death Benefit if payment is contested. We
investigate all death claims arising within the two-year contestable period.
Upon receiving the information from a completed investigation, we generally make
a determination within five days as to whether the claim should be authorized
for payment. Payments are made promptly after authorization. We add interest to
a Death Benefit from the date of death to the date of payment at the same rate
as is paid under the Interest Payment Option.

RECORDS AND REPORTS

All records and accounts relating to the Separate Account and the GPA are
maintained by MassMutual. Each year within 30 days after the Policy Anniversary,
we will mail you a report showing the Account Value at the beginning of the
previous Policy Year, all premiums paid since that time, all additions to and
deductions from Account Value during the year, and the Account Value, Death
Benefit, Cash Surrender Value and Policy Debt, as of the latest Policy
Anniversary. This report

21
<PAGE>

contains any additional information required by any applicable law or
regulation.

SALES AND OTHER AGREEMENTS

MML Investors Services, Inc. ("MMLISI"), 1414 Main Street, Springfield, MA
01144-1013 acts as the principal underwriter of the Policies pursuant to a
Servicing Agreement to which MMLISI, MassMutual, and the Separate Account are
parties. MMLISI is registered with the Securities and Exchange Commission as a
broker-dealer under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc.

The Policies are no longer offered for sale to the public. Policyowners may
continue, however, to make premium payments under existing Policies. MMLISI is
the current broker-dealer for the existing Policies.

Under the Servicing Agreement among MMLISI, MassMutual, and the Separate
Account, MMLISI receives compensation for its activities as principal
underwriter of the Policies. Compensation paid to MMLISI in 1996 under the
Agreement was $3,465. Commissions were paid through MMLISI to agents and selling
brokers for selling the Policies. During 1996 such payments amounted to
$517,187.

Commissions schedule. Agents or selling brokers receive commissions as a
percentage of the premium payable in each Policy Year. The maximum commission
percentages are shown in the following table:

<TABLE>
<CAPTION>
Percentage
Commission Above Minimum
Policy Year Percentage Planned Premium
- ----------- ---------- ---------------
<S> <C> <C>
1 50% 2%
2-10 6% 2%
11 and after 2% 2%

</TABLE>

Agents may receive commissions at lower rates on Policies sold to replace
existing insurance issued by MassMutual or any of its subsidiaries. Lower first
year commission rates apply for issue ages over 65.

Agents under financing agreements with a general agent of MassMutual may be
compensated differently.

Agents who meet certain productivity and persistency standards in selling
MassMutual policies are eligible for added compensation.

General agents and brokers receive commissions based on different schedules.

Bonding Arrangement. An insurance company blanket bond is maintained providing
$25,000,000 coverage for officers and employees of MassMutual (subject to a
$350,000 deductible) and $25,000,000 coverage for MassMutual's general agents
and agents (also subject to a $350,000 deductible).

LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

EXPERTS

The financial statements of the Variable Life Plus segment of the Separate
Account and the financial statements of MassMutual included in this Prospectus
have been included herein in reliance on the reports of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as experts
in accounting and auditing.

Coopers & Lybrand's report includes explanatory paragraphs relating to the use
of statutory accounting practices rather than generally accepted accounting
principles.

Actuarial matters in this Prospectus have been examined by Craig Waddington,
FSA, MAAA. An opinion on actuarial matters is filed as an exhibit to the
registration statements we filed with the SEC.

FINANCIAL STATEMENTS

The financial statements of MassMutual and the Variable Life Plus segment of the
Separate Account included herein should be considered only as bearing upon the
ability of MassMutual to meet its obligations under the Policy.

The financial statements referred to above present fairly, in all material
respects, the financial position of Massachusetts Mutual Life Insurance Company
at December 31, 1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1996, on the
statutory basis of accounting in the
22
<PAGE>

Report Of Independent Accountants

To the Board of Directors and Policyowners of
Massachusetts Mutual Life Insurance Company

We have audited the statements of assets and liabilities of the MML Equity
Division, MML Money Market Division, MML Managed Bond Division and MML Blend
Division of the Variable Life Plus segment of Massachusetts Mutual Variable Life
Separate Account I as of December 31, 1996, and the related statements of
operations for the year then ended, and the statements of changes in net assets
for each of the two years in the period then ended. These financial statements
are the responsibility of the Account'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. Our procedures included
verification of investments owned as of December 31, 1996 by examination of the
records of MML Series Investment Fund. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the MML Equity Division, MML
Money Market Division, MML Managed Bond Division and MML Blend Division of the
Variable Life Plus segment of Massachusetts Mutual Variable Life Separate
Account I at December 31, 1996, the results of their operations for the year
then ended, and the changes in their net assets for each of the two years in the
period then ended, in conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.

Springfield, Massachusetts
February 4, 1997

23
<PAGE>

Massachusetts Mutual Variable Life Separate Account I -- Variable Life Plus

STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
ASSETS
Investment in the MML Series Investment Fund
Number of shares (Note 2) ........................................ 462,965 104,479 31,914 213,046
=========== =========== =========== ============

Identified cost (Note 3B) ........................................ $10,783,994 $ 104,479 $ 376,968 $ 4,121,437
=========== =========== =========== ============

Value (Note 3A) .................................................. $13,790,016 $ 104,479 $ 384,516 $ 4,681,338
Dividends receivable .............................................. 642,266 436 6,110 159,905
Receivable from Massachusetts Mutual
Life Insurance Company ........................................... 2,574 -- -- --
----------- ----------- ----------- ------------
Total assets .................................................... 14,434,856 104,915 390,626 4,841,243

LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company ............ -- 1 4 14,328
----------- ----------- ----------- ------------
NET ASSETS ........................................................ $14,434,856 $ 104,914 $ 390,622 $ 4,826,915
=========== =========== =========== ============
Net Assets:
For variable life insurance policies .............................. $14,383,876 $ 80,063 $ 358,083 $ 4,783,348
Retained in Variable Life Separate Account I by
Massachusetts Mutual Life Insurance Company ...................... 50,980 24,851 32,539 43,567
----------- ----------- ----------- ------------
Net assets ...................................................... $14,434,856 $ 104,914 $ 390,622 $ 4,826,915
=========== =========== =========== ============
Accumulation units (Note 8)
Number of units:
Policyowners .................................................... 4,759,826 52,319 178,733 1,835,903
Massachusetts Mutual Life Insurance Company ..................... 16,870 16,240 16,241 16,722
----------- ----------- ----------- ------------
Total units ..................................................... 4,776,696 68,559 194,974 1,852,625
=========== =========== =========== ============

NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 1996 ................................................ $ 3.02 $ 1.53 $ 2.00 $ 2.61
December 31, 1995 ................................................ 2.52 1.46 1.95 2.30
December 31, 1994 ................................................ 1.93 1.39 1.64 1.87
December 31, 1993 ................................................ 1.86 1.34 1.71 1.83
December 31, 1992 ................................................ 1.71 1.31 1.54 1.68

</TABLE>

See Notes to Financial Statements.

24
<PAGE>

Massachusetts Mutual Variable Life Separate Account I -- Variable Life Plus

STATEMENT OF OPERATIONS
For The Year Ended December 31, 1996

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Investment income
Dividends (Note 3B) ............................................... $ 642,471 $ 5,061 $ 22,717 $ 282,218

Expenses
Mortality and expense risk fees (Note 4) .......................... 49,645 412 1,388 17,244
----------- ----------- ----------- ------------
Net investment income (Note 3C) ................................... 592,826 4,649 21,329 264,974
----------- ----------- ----------- ------------
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3 and 6) ........... 272,801 -- (1,131) 61,148
Change in net unrealized appreciation of investments .............. 1,390,891 -- (9,101) 226,873
----------- ----------- ----------- ------------
Net gain (loss) on investments .................................... 1,663,692 -- (10,232) 288,021
----------- ----------- ----------- ------------
Net increase in net assets resulting from operations .............. $ 2,256,518 $ 4,649 $ 11,097 $ 552,995
=========== =========== =========== ============
</TABLE>

See Notes to Financial Statements.

25
<PAGE>

Massachusetts Mutual Variable Life Separate Account I -- Variable Life Plus

STATEMENT OF CHANGES IN NET ASSETS
For The Years Ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
1996 1995
-------------------------------------------- --------------------------------------------
MML MML MML MML
MML Money Managed MML MML Money Managed MML
Equity Market Bond Blend Equity Market Bond Blend
Division Division Division Division Division Division Division Division
--------- --------- ---------- ---------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
Operations:
Net investment income .............. $ 592,826 $ 4,649 $ 21,329 $ 264,974 $ 348,837 $ 4,102 $ 17,263 $ 198,239
Net realized gain (loss) on
investments ...................... 272,801 -- (1,131) 61,148 111,001 -- (3,331) 34,372
Change in net unrealized
appreciation of investments ...... 1,390,891 -- (9,101) 226,873 1,669,856 -- 32,149 408,518
---------- --------- ---------- ---------- ----------- --------- --------- ----------
Net increase in net assets
resulting from operations ......... 2,256,518 4,649 11,097 552,995 2,129,694 4,102 46,081 641,129
---------- --------- ---------- ---------- ----------- --------- --------- ----------
Capital transactions: (Note 8)
Transfer of net premium ............ 3,585,006 19,522 104,709 1,114,833 4,092,289 18,267 106,439 1,344,233
Transfer to Guaranteed Principal
Account .......................... (2,860) -- -- -- (686) (7,020) -- (4,292)

Transfer of surrender values ....... (181,026) (453) (1,675) (134,909) (60,092) -- (1,729) (20,980)

Transfer due to death benefits ..... (20,676) -- -- (5,151) (2,327) -- -- (686)

Transfer due to policy loans ....... (321,071) (283) (3,666) (64,417) (121,510) (16) (921) (40,126)

Transfer due to reimbursement
(payment) of accumulation unit
value fluctuation ................ (1,793) (16) 88 (1,700) 44 (1) (60) 480
Withdrawals due to charges for
administrative and insurance
costs ............................ (1,408,934) (4,948) (37,771) (463,048) (1,307,794) (5,028) (38,766) (440,601)

Divisional transfers ............... 87,103 (4,215) (9,142) (73,746) (9,657) 8,151 (10,652) 12,158
---------- --------- ---------- ---------- ----------- --------- --------- ----------
Net increase in net assets
resulting from capital
transactions ..................... 1,735,749 9,607 52,543 371,862 2,590,267 14,353 54,311 850,186
---------- --------- ---------- ---------- ----------- --------- --------- ----------
Total increase ...................... 3,992,267 14,256 63,640 924,857 4,719,961 18,455 100,392 1,491,315

NET ASSETS, at beginning of
the year ......................... 10,442,589 90,658 326,982 3,902,058 5,722,628 72,203 226,590 2,410,743
---------- --------- ---------- ---------- ----------- --------- --------- ----------
NET ASSETS, at end of the year ...... $14,434,856 $ 104,914 $ 390,622 $4,826,915 $10,442,589 $ 90,658 $ 326,982 $3,902,058
========== ========= ========== ========== =========== ========= ========= ==========
</TABLE>

See Notes to Financial Statements.

26
<PAGE>

Massachusetts Mutual Variable Life Separate Account I -- Variable Life Plus

Notes To Financial Statements

1. HISTORY

Massachusetts Mutual Variable Life Separate Account I ("Separate Account
I") is a separate investment account established on July 13, 1988 by
Massachusetts Mutual Life Insurance Company ("MassMutual") in accordance
with the provisions of Section 132G of Chapter 175 of the Massachusetts
General Laws.

MassMutual maintains four segments within Separate Account I. This initial
segment ("Variable Life Plus Segment") is used exclusively for MassMutual's
flexible premium variable whole life insurance policy, known as Variable
Life Plus.

On March 30, 1990, MassMutual established a second segment ("Large Case
Variable Life Plus Segment") within Separate Account I to be used
exclusively for MassMutual's flexible premium variable whole life insurance
policy with table of selected face amounts, known as Large Case Variable
Life Plus.

On July 5, 1995, MassMutual established a third segment ("Strategic
Variable Life Segment") within Separate Account I to be used exclusively
for MassMutual's flexible premium variable whole life insurance policy with
tables of selected face amounts, known as Strategic Variable Life.

On July 24, 1995, MassMutual established a fourth segment ("Variable Life
Select Segment") within Separate Account I to be used exclusively for
MassMutual's flexible premium variable whole life insurance policy, known
as Variable Life Select.

The Separate Account I operates as a registered unit investment trust
pursuant to the Investment Company Act of 1940 and the rules promulgated
thereunder. MassMutual paid $100,000 to the Variable Life Plus Segment on
August 4, 1988 to provide initial capital: 30,541 shares were purchased in
the four series of shares of the management investment company described in
Note 2 supporting the divisions of the Variable Life Plus Segment. On March
30, 1990, MassMutual removed $10,000 of the initial capital from each of
the four divisions of the Variable Life Plus Segment.

2. INVESTMENT OF THE VARIABLE LIFE PLUS SEGMENT'S ASSETS

The Variable Life Plus Segment maintains four divisions. The MML Equity
Division invests in shares of MML Equity Fund, the MML Money Market
Division invests in shares of MML Money Market Fund, the MML Managed Bond
Division invests in shares of MML Managed Bond Fund and the MML Blend
Division invests in shares of MML Blend Fund.

MML Equity Fund, MML Money Market Fund, MML Managed Bond Fund and MML Blend
Fund are the four series of MML Series Investment Fund (the "MML Trust").
The MML Trust is a no-load, registered, open-end, diversified management
investment company for which MassMutual acts as investment manager. Concert
Capital Management, Inc. ("Concert") served as the investment sub-advisor
to MML Equity Fund and the Equity Sector of the MML Blend Fund from
1993-1996. Concert merged with and into David L. Babson & Company, Inc.
("Babson") effective December 31, 1996. At such time, both Concert and
Babson were wholly-owned subsidiaries of Babson Acquisition Corporation,
which is a controlled subsidiary of MassMutual. Thus, effective January 1,
1997, Babson serves as the investment sub-advisor to MML Equity Fund and
the Equity Sector of the MML Blend Fund. MassMutual paid Concert a
quarterly fee equal to an annual rate of .13% of the average daily net
asset value of MML Equity Fund and the Equity Sector of MML Blend Fund.

In addition to the four divisions of the Variable Life Plus Segment, a
policyowner may also allocate funds to the Guaranteed Principal Account,
which is part of MassMutual's general account. Because of exemptive and
exclusionary provisions, interests in the Guaranteed Principal Account,
which is part of MassMutual's general account, are not registered under the
Securities Act of 1933 and the general account is not registered as an
investment company under the Investment Company Act of 1940.

3. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed
consistently by the Variable Life Plus Segment in the preparation of the
financial statements in conformity with generally accepted accounting
principles.

A. Investment Valuation

The investments in MML Equity Fund, MML Money Market Fund, MML Managed Bond
Fund and MML Blend Fund are each stated at market value which is the net
asset value of each of the respective funds.

27
<PAGE>

Notes To Financial Statements (Continued)

B. Accounting For Investments

Investment transactions are accounted for on trade date and identified cost
is the basis followed in determining the cost of investments sold for
financial statement purposes. Dividend income is recorded on the
ex-dividend date.

C. Federal Income Taxes

MassMutual is taxed under federal law as a life insurance company under the
provisions of the 1986 Internal Revenue Code, as amended. The Variable Life
Plus Segment is part of MassMutual's total operation and is not taxed
separately. The Variable Life Plus Segment will not be taxed as a
"regulated investment company" under Subchapter M of the Internal Revenue
Code. Under existing federal law, no taxes are payable on investment income
and realized capital gains of the Variable Life Plus Segment credited to
the policies. Accordingly, MassMutual does not intend to make any charge to
the Variable Life Plus Segment's divisions to provide for company income
taxes. MassMutual may, however, make such a charge in the future if an
unanticipated change of current law results in a company tax liability
attributable to the Variable Life Plus Segment.

D. Policy Loan

When a policy loan is made, the Variable Life Plus Segment transfers the
amount of the loan to MassMutual, thereby decreasing both the assets and
the reserves of the Variable Life Plus Segment by an equal amount. The
interest rate charged on any loan is 6% per year or the policyowner may
select an adjustable loan rate, in all jurisdictions except Arkansas, at
the time of application. All loan repayments are allocated to the
Guaranteed Principal Account.

The policyowner earns interest at an annual rate determined by MassMutual,
which will not be less than 4%, on any loaned amount.

E. Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

4. CHARGES

MassMutual charges the Variable Life Plus Segment's divisions for the
mortality and expense risks it assumes. The charge is made daily at an
effective annual rate of 0.40% of the value of each division's net assets.

MassMutual makes certain deductions from the annual premium before amounts
are allocated to the Variable Life Plus Segment and the Guaranteed
Principal Account. The deductions are for sales charges and state premium
taxes. No additional deductions are taken when money is transferred from
the Guaranteed Principal Account to the Variable Life Plus Segment.
MassMutual also makes certain charges for the cost of insurance and
administrative costs.

5. SALES AGREEMENTS

MML Investors Services, Inc. ("MMLISI"), a wholly-owned subsidiary of
MassMutual, acted as principal underwriter (as defined in the Investment
Company Act of 1940, as amended) of the policies pursuant to an agreement
among MMLISI, MassMutual and Separate Account I. The policies are no longer
offered for sale to the public. Policyowners may continue, however, to make
premium payments under existing policies. MMLISI is the current
broker-dealer for the existing policies.

Under the servicing agreement among its activities, MMLISI, MassMutual and
Separate Account I, agents received compensation for its activities as
principal underwriter of the policies. MassMutual reimburses MMLISI for
such compensation.

28
<PAGE>

Notes To Financial Statements (Continued)

6. PURCHASES AND SALES OF INVESTMENTS

MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1996 Division Division Division Division
----------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Cost of purchases............................................ $ 3,057,798 $ 61,689 $ 109,391 $ 1,016,418
Proceeds from sales.......................................... 974,944 47,467 35,507 411,952
Average monthly value of securities.......................... 12,337,322 102,946 347,641 4,299,161
</TABLE>

7. NET INVESTMENT RETURN

The following table shows the net investment return for each division in
the Variable Life Plus Segment:

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
For the Years Ended: -------- -------- -------- --------
--------------------
<S> <C> <C> <C> <C>
December 31, 1996............................................. 18.18% 4.50% 3.18% 12.81%
December 31, 1995............................................. 26.30% 5.03% 16.92% 20.29%
December 31, 1994............................................. 3.64% 3.49% (3.82)% 2.17%
December 31, 1993............................................. 8.50% 2.34% 9.96% 8.50%
December 31, 1992............................................. 10.16% 3.01% 6.75% 9.06%

</TABLE>

The net investment return for each division of the Variable Life Plus
Segment is computed using the net increase in net assets resulting from
operations as compared to the average monthly net assets. The net
investment return figures shown above do not reflect expenses related to
insurance products. Inclusion of such expenses would reduce the net
investment return figures for all periods shown.

8. NET INCREASE IN ACCUMULATION UNITS

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1996 Division Division Division Division
----------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Units purchased................................................ 1,316,917 13,051 54,033 459,934
Units withdrawn and transferred to Guaranteed
Principal Account............................................. (711,344) (3,797) (22,320) (276,113)
Units transferred between divisions............................ 31,923 (2,675) (4,589) (31,099)
---------- -------- -------- ---------
Net increase................................................... 637,496 6,579 27,124 152,722

Units, at beginning of the year................................ 4,139,200 61,980 167,850 1,699,903
---------- -------- -------- ---------
Units, at end of the year...................................... 4,776,696 68,559 194,974 1,852,625
========== ======== ======== =========
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1995 Division Division Division Division
----------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Units purchased................................................ 1,850,175 12,891 59,015 647,094
Units withdrawn and transferred to Guaranteed
Principal Account............................................. (669,315) (8,532) (23,034) (243,314)
Units transferred between divisions............................ (4,737) 5,709 (6,166) 6,459
---------- ------- -------- ----------
Net increase................................................... 1,176,123 10,068 29,815 410,239

Units, at beginning of the year................................ 2,963,077 51,912 138,035 1,289,664
---------- ------- -------- ----------
Units, at end of the year...................................... 4,139,200 61,980 167,850 1,699,903
========== ======= ======== ==========
</TABLE>

29
<PAGE>

Notes To Financial Statements (Continued)

9. CONSOLIDATED MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I

As discussed in Note 1, the financial statements only represent activity of
MassMutual's Variable Life Plus Segment. The combined net assets as of
December 31, 1996 for the Separate Account I, which includes the Variable
Life Plus, Large Case Variable Life Plus, Strategic Variable Life and
Variable Life Select Segments, are as follows:
<TABLE>
<CAPTION>

MML MML Oppenheimer
MML Money Managed MML Oppenheimer High Oppenheimer
Equity Market Bond Blend Money Income Bond
Division Division Division Division Division Division Division
----------- ----------- ----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total assets .............. $30,116,869 $ 1,981,154 $12,312,246 $ 8,919,296 $ 5,380 $ 3,064,566 $ 5,520
Total liabilities ......... 132 1,346 234 15,515 4 29 --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets ................ $30,116,737 $ 1,979,808 $12,312,012 $ 8,903,781 $ 5,376 $ 3,064,537 $ 5,520
=========== =========== =========== =========== =========== =========== ===========
Net assets:
For variable life insurance
policies ................. 30,035,948 1,930,850 12,256,804 8,833,433 -- 3,051,700 --
Retained in Variable Life
Separate Account 1 by
Massachusetts Mutual Life
Insurance Company ........ 80,789 48,958 55,208 70,348 5,376 12,837 5,520
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets ................ 30,116,737 $ 1,979,808 $12,312,012 $ 8,903,781 $ 5,376 $ 3,064,537 $ 5,520
=========== =========== =========== =========== =========== =========== ===========
<CAPTION>
Oppenheimer Oppenheimer Oppenheimer Oppenheimer Dreyfus
Capital Oppenheimer Multiple Global Strategic Oppenheimer Equity
Appreciation Growth Strategies Securities Bond Growth & Income Index
Division Division Division Division Division Division Division
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total assets .............. $ 5,385,758 $ 1,082,755 $ 6,139 $ 2,886,458 $ 151,526 $ 8,264 $21,104,051
Total liabilities ......... 5,714 2,351 -- 2,403 -- -- 232
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets ................ $ 5,380,044 $ 1,080,404 $ 6,139 $ 2,884,055 $ 151,526 $ 8,264 $21,103,819
=========== =========== =========== =========== =========== =========== ===========
Net assets:
For variable life insurance
policies ................. 5,358,777 1,066,459 -- 2,866,928 139,640 -- 21,098,092
Retained in Variable Life
Separate Account 1 by
Massachusetts Mutual Life
Insurance Company ........ 21,267 13,945 6,139 17,127 11,886 8,264 5,727
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets ................ $ 5,380,044 $ 1,080,404 $ 6,139 $ 2,884,055 $ 151,526 $ 8,264 $21,103,819
=========== =========== =========== =========== =========== =========== ===========
</TABLE>

Offered through MML Investors Services, Inc., Springfield, Massachusetts.

30
<PAGE>

Report Of Independent Accountants

To the Board of Directors and Policyholders of
Massachusetts Mutual Life Insurance Company

We have audited the accompanying statutory statement of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1996 and 1995,
and the related statutory statements of income, changes in policyholders'
contingency reserves, and cash flows for each of the three years in the period
ended December 31, 1996. 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 did not audit the financial
statements of Connecticut Mutual Life Insurance Company for the year ended
December 31, 1995 or for each of the two years in the period ended December 31,
1995, which, after restatement for the 1996 pooling of interests, reflect 25% of
assets as of December 31, 1995, 26% and 26% of revenue, and 22% and 6% of net
gain from operations for the years ended December 31, 1995 and 1994,
respectively. Those statements were audited by other auditors whose report has
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.

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 and the report of the other auditors provide a
reasonable basis for our opinion.

As described in Note 1 to the financial statements, the Company prepared these
financial statements using statutory accounting 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, prior to 1996, the Department of Insurance of the State of Connecticut,
which practices differ from generally accepted accounting principles. The
effects on the financial statements of the variances between the statutory basis
of accounting and generally accepted accounting principles, although not
determinable at this time, are presumed to be material.

In our report dated February 5, 1996, we expressed our opinion that the 1995 and
1994 financial statements, prepared using statutory accounting practices,
presented fairly, in all material respects, the financial position of the
Massachusetts Mutual Life Insurance Company as of December 31, 1995, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1995 in conformity with generally accepted accounting
principles ("GAAP"). As described in Note 1 to the financial statements,
financial statements of mutual life insurance enterprises issued or reissued
after 1996, and prepared in accordance with statutory accounting principles, are
no longer considered to be presentations in conformity with GAAP. Accordingly,
our present opinion on the 1995 and 1994 statutory financial statements as
presented herein is different from that expressed in our previous report.

In our opinion, because of the effects of the matter discussed in the third
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of Massachusetts Mutual Life Insurance Company at December 31, 1996 and 1995,
and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 1996.

In our opinion, based upon our audits and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Massachusetts Mutual Life Insurance Company at
December 31, 1996 and 1995, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1996, on the
statutory basis of accounting described in Note 1.

Springfield, Massachusetts Coopers & Lybrand, L.L.P.
February 7, 1997

31
<PAGE>

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
December 31,
1996 1995
------ ------
(In Millions)
<S> <C> <C>
Assets:
Bonds................................................................... $25,255.0 $23,625.1
Common stocks........................................................... 336.6 416.1
Mortgage loans.......................................................... 3,897.1 3,908.2
Real estate............................................................. 1,840.9 1,652.6
Other investments....................................................... 1,425.6 1,489.9
Policy loans............................................................ 4,752.3 4,518.4
Cash and short-term investments......................................... 1,075.4 2,342.8
Investment and insurance amounts receivable............................. 1,102.4 1,059.3
Separate account assets................................................. 13,563.5 11,309.5
Other assets............................................................ 97.9 174.6
--------- ---------
$53,346.7 $50,496.5
========= =========
Liabilities:
Policyholders' reserves and funds....................................... $33,341.5 $32,893.1
Policyholders' dividends................................................ 885.3 832.6
Policy claims and other benefits........................................ 373.8 395.5
Federal income taxes.................................................... 440.7 338.5
Asset valuation reserve................................................. 689.2 566.8
Investment reserves..................................................... 208.4 188.4
Separate account reserves and liabilities............................... 13,563.1 11,309.6
Amounts due on investments purchased and
other liabilities..................................................... 1,206.1 1,371.1
--------- ---------
50,708.1 47,895.6
Policyholders' contingency reserves..................................... 2,638.6 2,600.9
--------- ---------
$53,346.7 $50,496.5
========= =========
</TABLE>

See notes to statutory financial statements.
32
<PAGE>

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENT OF INCOME
<TABLE>
<CAPTION>
Years ended December 31,
1996 1995 1994
------ ------ ------
(In Millions)
<S> <C> <C> <C>
Income:
Premium income......................................................... $ 6,328.6 $ 5,727.7 $ 6,177.2
Net investment and other income........................................ 2,861.1 2,898.4 2,803.1
--------- --------- ---------
9,189.7 8,626.1 8,980.3
--------- --------- ---------

Benefits and expenses:
Policy benefits and payments........................................... 6,048.2 5,152.2 5,449.6
Addition to policyholders' reserves and funds.......................... 854.7 1,205.4 1,263.2
Commissions and operating expenses..................................... 763.5 833.7 959.3
State taxes, licenses and fees......................................... 96.4 89.4 105.6
Merger restructuring costs............................................. 66.1 44.0 --
--------- --------- ---------
7,828.9 7,324.7 7,777.7
--------- --------- ---------
Net gain before federal income taxes and dividends..................... 1,360.8 1,301.4 1,202.6
Federal income taxes................................................... 276.7 206.2 139.7
--------- --------- ---------
Net gain from operations before dividends.............................. 1,084.1 1,095.2 1,062.9
Dividends to policyholders............................................. 859.9 819.0 824.7
--------- --------- ---------
Net gain from operations............................................... 224.2 276.2 238.2
Net realized capital gain (loss)....................................... 40.3 (85.8) (164.3)
--------- --------- ---------
Net income............................................................. $ 264.5 $ 190.4 $ 73.9
========= ========= =========
</TABLE>

See notes to statutory financial statements.
33
<PAGE>

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENT OF CHANGES
IN POLICYHOLDERS' CONTINGENCY RESERVES
<TABLE>
<CAPTION>
Years ended December 31,
1996 1995 1994
------ ------ ------
(In Millions)
<S> <C> <C> <C>
Policyholders' contingency reserves, beginning of year................ $ 2,600.9 $ 2,569.1 $ 2,470.2
--------- --------- ---------
Increases (decreases) due to:
Net income.......................................................... 264.5 190.4 73.9
Net unrealized capital gain (loss).................................. (1.7) 88.7 29.5
Merger restructuring costs, net of tax.............................. -- (45.4) --
Surplus notes....................................................... -- -- 100.0
Change in asset valuation and investment reserves................... (142.4) (75.6) (38.2)
Change in valuation bases of policyholders' reserves................ (72.2) (108.2) (51.1)
Change in accounting for mortgage backed securities................. -- -- 44.5
Change in non-admitted assets and other............................. (10.5) (18.1) (59.7)
--------- --------- ---------
37.7 31.8 98.9
--------- --------- ---------
Policyholders' contingency reserves, end of year...................... $ 2,638.6 $ 2,600.9 $ 2,569.1
========= ========= =========
</TABLE>

See notes to statutory financial statements.
34
<PAGE>

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
1996 1995 1994
------ ------ ------
(In Millions)
<S> <C> <C> <C>
Operating activities:
Net income.............................................................. $ 264.5 $ 190.4 $ 73.9
Addition to policyholders' reserves and funds,
net of transfers to separate accounts................................. 426.7 575.8 546.9
Net realized capital (gain) loss........................................ (40.3) 85.8 164.3
Other changes........................................................... (232.8) (25.2) 124.2
--------- --------- ---------
Net cash provided by operating activities............................... 418.1 826.8 909.3
--------- --------- ---------
Investing activities:
Purchases of investments and loans...................................... (10,171.5) (10,364.2) (8,351.6)
Sales or maturities of investments and receipts
from repayment of loans.............................................. 8,539.3 9,671.1 7,468.7
--------- --------- ---------
Net cash used in investing activities................................... (1,632.2) (693.1) (882.9)
--------- --------- ---------
Financing activities:
Issuance of surplus notes............................................... -- -- 100.0
Repayments of long-term debt............................................ (53.3) (46.4) (125.0)
--------- --------- ---------
Net cash used by financing activities................................... (53.3) (46.4) (25.0)
--------- --------- ---------
Increase (decrease) in cash and short-term investments.................. (1,267.4) 87.3 1.4

Cash and short-term investments, beginning of year...................... 2,342.8 2,255.5 2,254.1
--------- --------- ---------
Cash and short-term investments, end of year............................ $ 1,075.4 $ 2,342.8 $ 2,255.5
========= ========= =========
</TABLE>

See notes to statutory financial statements.
35
<PAGE>

Notes To Statutory 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 income products
distributed primarily through career agents. The Company also provides a wide
range of pension products and services, as well as 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. This merger was
accounted for under the pooling of interests method of accounting. For the
purposes of this presentation, these financial statements reflect historical
amounts giving retroactive effect as if the merger had occurred on January 1,
1994 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, prior to the
merger, the Department of Insurance of the State of Connecticut. In 1996,
merger-related expenses totaling $66.1 million were recorded in the Statutory
Statement of Income. In 1995, merger-related expenses incurred by Massachusetts
Mutual (the Company prior to the merger) of $44.0 million, were recorded in the
statutory statement of income and the expenses incurred by Connecticut Mutual of
$45.4 million, net of tax, were recorded as a component of changes in
policyholders' contingency reserves, as permitted by each company's regulatory
authority. On the merger date, policyholder reserves attributable to disability
income contracts were strengthened by $75.0 million, investment reserves for
real estate were increased by $49.8 million and net prepaid pension assets were
increased by $10.4 million. The separate results of each company prior to the
merger for the year ended December 31, 1995, are as follows: (a) income was
$6,443.8 million for Massachusetts Mutual and $2,182.3 million for Connecticut
Mutual; (b) net income was $160.7 million for Massachusetts Mutual and $29.6
million for Connecticut Mutual and (c) policyholders' contingency reserves
increased by $143.7 million for Massachusetts Mutual and decreased by $112.0
million for Connecticut Mutual.

On March 31, 1996, the Company sold MassMutual Holding Company Two, Inc., a
wholly-owned subsidiary, and its subsidiaries, including Mirus Life Insurance
Company (formerly the MML Pension Insurance Company; currently doing business as
"UniCARE"), which comprised the Company's group life and health business, to
WellPoint Health Networks, Inc. The Company received total consideration of
$402.2 million ($340.0 million in cash and $62.2 million in notes receivable)
and recognized a before tax gain of $187.9 million. The Company, pursuant to a
1994 reinsurance agreement, cedes its group life, accident and health business
to UniCARE. The Company's investment in MassMutual Holding Company Two, Inc.
amounted to $187.8 million at December 31, 1995; its gain from operations
reflected a $41 million dividend in 1995. Additionally, this investment produced
an unrealized gain of $13.9 million in 1995 and an unrealized loss of $12.6
million in 1994.

1. SUMMARY OF ACCOUNTING PRACTICES

The accompanying statutory 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, prior to the
merger, The Department of Insurance of the State of Connecticut ("statutory
accounting practices"), which practices were also considered to be in conformity
with generally accepted accounting principles ("GAAP"). In 1993, the Financial
Accounting Standards Board ("FASB") issued Interpretation No. 40 ("Fin. 40"),
"Applicability of Generally Accepted Accounting Principles to Mutual Life
Insurance and Other Enterprises", which clarified that mutual life insurance
companies issuing financial statements described as prepared in conformity with
GAAP after 1995 are required to apply all applicable GAAP pronouncements in
preparing those financial statements. In January 1995, the FASB issued Statement
No. 120 ("SFAS 120"), Accounting and Reporting by Mutual Life Insurance
Enterprises and by Insurance Enterprises for Certain Long-Duration Participating
Contracts," which among other things, extended the applicability of certain FASB
statements to mutual life insurance companies and deferred the effective date of
Fin. 40 to financial statements issued or reissued after 1996. As required by
generally accepted auditing standards, the opinion expressed by our independent
accountants on the 1995 and 1994 financial statements is different from that
expressed in their previous report.

The accompanying statutory financial statements are different in some respects
from GAAP financial statements. The more significant differences are as follows:
(a) acquisition costs, such as commissions and other costs in connection with
acquiring new business, are charged to current operations as incurred, whereas
GAAP would require these expenses to be capitalized and recognized over the life
of the policies; (b) policy reserves are based upon statutory mortality and
interest requirements without consideration of withdrawals, whereas GAAP
reserves would be based upon reasonably conservative estimates of mortality,
morbidity, interest and withdrawals; (c) bonds are generally carried at
amortized cost whereas GAAP would value bonds at fair value and (d) deferred
income taxes are not provided for book-tax timing differences whereas GAAP would
record deferred income taxes. Management has not yet completed GAAP financial
statements, but believes that policyholders' contingency reserves based upon
GAAP will be higher than policyholders' contingency reserves based upon
statutory accounting practices.

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 these financial statements.

36
<PAGE>

Notes To Statutory Financial Statements (Continued)

The following is a description of the Company's current principal accounting
policies and practices.

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.

As promulgated by the National Association of Insurance Commissioners, the
Company 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 as of December 31, 1994, was recorded as an increase to policyholders'
contingency reserves on the Statutory Statement of Financial Position and had no
material effect on 1996 or 1995 net income. Through December 31, 1994, premium
and discount on bonds were amortized into investment income over the stated
lives of the securities.

Mortgage loans are valued at principal less unamortized discount. Real estate is
valued at cost less accumulated depreciation, impairments and mortgage
encumbrances. Encumbrances totaled $27.3 million in 1996 and $3.0 million in
1995. 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 Statutory Statement of
Financial Position and are accounted for using the equity method.

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 and permitted by the
Division of Insurance, 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 $77.1 million in 1996,
$130.7 million in 1995, and net realized after tax capital losses of $152.6
million in 1994 were charged to the Interest Maintenance Reserve. Amortization
of the Interest Maintenance Reserve into net investment income amounted to $26.9
million in 1996, $5.0 million in 1995, and $45.8 million in 1994. In 1994, the
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
marketable securities reported at fair value. Premiums, benefits and expenses of
the separate accounts are reported in the Statutory Statement of Income. The
Company receives administrative and investment advisory fees from these
accounts.

C. Non-admitted Assets

Assets designated as "non-admitted" (principally certain fixed assets,
receivables and Interest Maintenance Reserve, when in a net loss deferral
position) are excluded from the Statutory Statement of Financial Position by an
adjustment to policyholders' contingency reserves.

37
<PAGE>

Notes To Statutory 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 principally at interest rates ranging from 2.25 to 11.25
percent. Reserves for policies and contracts considered investment contracts
have a carrying value of $9,073.8 million (fair value of $9,324.6 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 1996, 1995 and 1994, the Company changed its valuation basis for certain
disability income contracts. The effects of these changes, $75.0 million in
1996, $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

Life insurance premium revenue is recognized annually on the anniversary date of
the policy. Annuity premium is recognized when received. Accident and health
premiums are recognized as revenue when due. 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 Statutory Statement of Cash Flows, the Company considers all
highly liquid investments purchased with a maturity of twelve months or less to
be short-term investments.

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 was approved and paid in 1996 and 1995, and interest of $22.8 million
was approved and paid in 1994.

The proceeds of the notes, less a $32.2 million reserve in 1996 and a $35
million reserve in 1995 and 1994 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 Division of Insurance, are included in investment reserves on
the Statutory Statement of Financial Position.

38
<PAGE>

Notes To Statutory Financial Statements (Continued)

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 merger. These plans,
which were managed separately, reflect different assumptions for 1995. Employees
previously covered by the Connecticut Mutual pension 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 previously
employed by Connecticut Mutual; the other includes all other eligible employees.
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 $97.2 million and $37.7 million in 1996 and 1995,
respectively. In 1995, a pension asset of $70.9 million associated with the
Connecticut Mutual plan was non-admitted in the financial statements, in
accordance with Connecticut insurance regulations. On the merger date, the
accounting for Connecticut Mutual pension plans was conformed to the
Massachusetts Mutual policy of recording pension plan assets and liabilities,
resulting in a $10.4 million increase in policyholders' contingency reserves.
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, 1996 and
1995. The assets of the plans 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>
1996 1995
-------- ------
(In Millions)
<S> <C> <C>
Accumulated benefit obligation $ 611.5 $ 537.5
Vested benefit obligation 606.5 525.7
Projected benefit obligation 665.5 622.5
Plan assets at fair value 1,021.7 941.3

</TABLE>

The following assumptions 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 - 1996 7.75% 7.75%
Discount rate - 1995 7.50 7.75
Increase in future compensation levels 5.00 5.00
Long-term rate of return on assets 10.00 9.00

</TABLE>

As a result of the sale of Mirus Life Insurance Company, there was a significant
reduction in plan participants which resulted in recognition of a pension plan
curtailment gain of $15.3 million in 1996.

The Company also has defined contribution plans for employees and agents. The
expense credited to operations for all pension plans is $32.7 million in 1996,
$10.9 million in 1995 and $5.0 million in 1994.

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
life and health benefit costs, requiring these benefits to be accounted for
using the accrual method for employees and agents eligible to retire and current
retirees.

39
<PAGE>

Notes To Statutory Financial Statements (Continued)

The following rates were used in determining the accumulated postretirement
benefit liability.

MassMutual Connecticut Mutual
Plan Plan
---------- ------------------
<S> <C> <C>
Discount rate - 1996 7.75% 7.75%
Discount rate - 1995 7.50 8.50
Assumed increases in medical cost
rates in the first year 7.25 11.00
declining to 5.25 6.00
within 5 years 5 years

</TABLE>

The initial transition obligation of $137.9 million is being amortized over
twenty years through 2012. At December 31, 1996 and 1995, the net unfunded
accumulated benefit obligation was $124.1 million and $109.2 million,
respectively, for employees and agents eligible to retire or currently retired
and $33.8 million and $42.7 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
$23.0 million in 1996.

As a result of the sale of Mirus Life Insurance Company, there was a significant
reduction in plan participants which resulted in recognition of a life and
health plan curtailment loss of $13.9 million in 1996.

The expense for 1996, 1995 and 1994 was $17.6 million, $22.9 million, and $19.8
million, respectively. A one percent increase in the annual assumed increase in
medical cost rates would increase the 1996 accumulated postretirement benefit
liability and benefit expense by $9.9 million and $1.5 million, respectively.

4. RELATED PARTY TRANSACTIONS

Pursuant to two 1994 reinsurance agreements with Mirus Life Insurance Company
(Mirus) whereby the Company assumed all of the single premium immediate annuity
business written by Mirus and ceded all of its group life, accident and health
business to Mirus. A gain from operations of this business was reflected in 1995
as a $41 million dividend received from Mirus, which was recorded as net
investment income on the Statutory Statement of Income. As previously discussed,
on March 31, 1996, the Company sold MassMutual Holding Company Two, Inc. a
wholly-owned subsidiary, and its subsidiaries, including Mirus Life Insurance
Company to WellPoint Health Networks, Inc.

The Company has a modified coinsurance quota-share reinsurance agreement with a
wholly-owned subsidiary, C.M. Life Insurance Company, whereby the Company
assumes 50% of the premiums on certain universal life policies issued by C.M.
Life in 1985 and 75% of the premiums with issue dates on or after January 1,
1986. The Company pays a stipulated expense allowance, death and surrender
benefits, and a modified coinsurance adjustment. Reserves for payment of future
benefits are retained by C.M. Life.

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 1992 for Massachusetts Mutual and 1991 for Connecticut
Mutual, and is currently examining Connecticut Mutual for the years 1992 through
1995. The Company believes any adjustments resulting from such examinations will
not materially affect its financial statements.

Components of the formula authorized by the Internal Revenue Service for
determining deductible policyholder dividends have not been finalized for 1996
and 1995. The Company records the estimated effects of anticipated revisions in
the Statutory Statement of Income.

The Company plans to file its 1996 federal income tax return on a consolidated
basis with its life and non-life affiliates. The Company and its 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.

The Company made federal tax payments of $330.7 million in 1996, $147.3 million
in 1995 and has a credit of $9.9 million in 1994. At December 31, 1996 and 1995,
the Company established a liability for federal income taxes of $440.7 million
and $338.6 million, respectively.

40
<PAGE>

Notes To Statutory Financial Statements (Continued)

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. In the
normal course of business, the Company enters into commitments to purchase
privately placed bonds and to issue mortgage loans.

A. Bonds

The carrying value and estimated fair value of bonds are as follows:

<TABLE>
<CAPTION>
December 31, 1996
-----------------------
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 $ 8,042.6 $ 344.0 $ 56.3 $ 8,330.3
Debt Securities issued by Foreign Governments 95.2 10.2 0.5 104.9
Mortgage-backed securities 3,969.7 125.5 43.3 4,051.9
State and local governments 173.2 13.1 2.1 184.2
Industrial securities 11,675.2 528.0 133.3 12,069.9
Utilities 975.0 87.0 18.5 1,043.5
Affiliates 324.1 4.3 3.5 324.9
--------- --------- --------- ---------
TOTAL $25,255.0 $ 1,112.1 $ 257.5 $26,109.6
========= ========= ========= =========
<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 152.0 4.4 1.2 155.2
--------- --------- --------- ---------
TOTAL $23,625.1 $ 1,976.0 $ 114.8 $25,486.3
========= ========= ========= =========
</TABLE>

The carrying value and estimated fair value of bonds at December 31, 1996 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.

<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
-------- ---------
(In Millions)
<S> <C> <C>
Due in one year or less $ 680.0 $ 684.8
Due after one year through five years 5,128.8 5,219.7
Due after five years through ten years 6,879.6 7,112.6
Due after ten years 5,195.4 5,496.1
--------- ---------
17,883.8 18,513.2
Mortgage-backed securities, including securities guaranteed
by the U.S. Government 7,371.2 7,596.4
--------- ---------
TOTAL $25,255.0 $26,109.6
========= =========
</TABLE>

41
<PAGE>

Notes To Statutory Financial Statements (Continued)

Proceeds from sales of investments in bonds were $6,390.7 during 1996, $8,068.8
million during 1995 and $5,624.1 million during 1994. Gross capital gains of
$188.8 million in 1996, $255.5 million in 1995 and $100.3 million in 1994 and
gross capital losses of $79.9 million in 1996, $67.1 million in 1995 and $195.8
million in 1994 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 $150.8 million in 1996 and
$87.9 million in 1995, 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 $249.2 million in 1996 and $350.5
million in 1995.

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.

D. Other

The carrying value of investments which were non-income producing for the
preceding twelve months was $23.1 million and $113.9 million at December 31,
1996 and 1995, respectively. The Company had restructured loans with book values
of $383.5 million, and $415.0 million at December 31, 1996 and 1995,
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 $2.2 million in 1996, $2.5 million in 1995 and $2.2 million in
1994. The Company made voluntary contributions to the Asset Valuation Reserve of
$6.8 million and $52.7 million in 1996 and 1994, respectively. No additional
voluntary contribution to the Asset Valuation Reserve 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 primarily to reduce interest rate and
duration imbalances determined in asset/liability analyses. The fair values of
instruments described below, 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.

The Company enters into financial futures contracts for the purpose of managing
interest rate exposure. 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, 1996, 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 an exchange, at
specified intervals, between streams of variable rate and fixed rate interest
payments 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 Statutory
Statement of Financial Position. Gains and losses realized on the termination of
contracts are amortized through the Interest Maintenance Reserve over the
remaining life of the associated contract. At December 31, 1996 and 1995, the
Company had swaps with notional amounts of $2,239.5 million and $1,819.8
million, respectively. The fair values of these instruments were $20.7 million
at December 31, 1996 and $9.2 million at December 31, 1995.

Options grant the purchaser the right to buy or sell a security or enter into a
derivative transaction at a stated price within a stated period. The Company's
option contracts have terms of up to fifteen years. The amounts paid for options
purchased are included in other investments on the Statutory 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, 1996 and 1995, the Company had option contracts with notional amounts of
$1,928.4 million and $1,819.8 million, respectively. The Company's credit risk
exposure was limited to the unamortized costs of $18.1 million and $21.7
million, which had fair values of $19.2 million and $63.5 million at December
31, 1996 and 1995, respectively.

42
<PAGE>

Notes To Statutory Financial Statements (Continued)

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 Statutory
Statement of Financial Position. Amounts receivable and payable are accrued as
adjustments to interest income and included in the Statutory 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, 1996
and 1995, the company had agreements with notional amounts of $3,859.6 million
and $3,366.3 million, respectively. The Company's credit risk exposure on these
agreements is limited to the unamortized costs of $22.0 million and $14.0
million at December 31, 1996 and 1995, respectively. The fair values of these
instruments were $15.2 million and $30.8 million at December 31, 1996 and 1995,
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 $364.7 million and
$333.7 million at December 31, 1996 and 1995, respectively. The fair values of
these instruments were an unrecognized gain of $7.8 million at December 31, 1996
and $12.2 million at December 31, 1995.

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, 1996 and 1995, the Company had
U. S. Treasury purchase commitments which will settle during the following year
with contractual amounts of $1,639.4 million and $292.4 million and fair values
of $1,627.4 million and $298.8 million, respectively.

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 $53.9 million and $86.9 million at December 31, 1996 and 1995,
respectively. The Company monitors exposure to ensure counterparties are credit
worthy and concentration of exposure is minimized. Additionally, contingent
collateral positions have been obtained with counterparties when considered
prudent.

8. REINSURANCE

The Company cedes all of its group life and health business to UniCARE and has
other reinsurance agreements with other insurance companies in the normal course
of business. Premiums, benefits to policyholders and provisions for future
benefits are stated net of reinsurance. The Company remains liable to the
insured for the payment of benefits if the reinsurer cannot meet its obligations
under the reinsurance agreements. Premiums ceded were $793.5 million in 1996,
$904.1 million in 1995 and $151.4 million in 1994.

9. LIQUIDITY

The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1996 are illustrated below:

<TABLE>
<CAPTION>
(In Millions)
<S> <C> <C>
Total policyholders' reserves and funds and separate account liabilities $47,148
Not subject to discretionary withdrawal (6,010)
Policy loans (4,752)
-------
Subject to discretionary withdrawal $36,386
-------
Total invested assets, including separate investment accounts $52,146
Policy loans and other invested assets (13,458)
-------
Readily marketable investments $38,688
-------
</TABLE>

43
<PAGE>

Notes To Statutory Financial Statements (Continued)

10. 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
1996 and 1995, the Company elected not to admit $15.3 million and $17.6 million,
respectively, 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.

11. RECLASSIFICATIONS

Certain 1995 and 1994 amounts have been reclassified to conform with the current
year presentation.

12. SUBSIDIARIES AND AFFILIATED COMPANIES

Summary of ownership and relationship of the Company and its subsidiaries and
affiliated companies as of December 31, 1996 is illustrated below. The Company
provides management or advisory services to these companies. Subsidiaries are
wholly-owned, except as noted.

Parent
------
Massachusetts Mutual Life Insurance Company

Subsidiaries of Massachusetts Mutual Life Insurance Company
-----------------------------------------------------------
C.M. Assurance Company
C.M. Benefit Insurance Company
C.M. Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc. (Sold in March 1996)
MassMutual of Ireland, Limited
MML Bay State Life Insurance Company
MML Distributors, LLC

Subsidiaries of MassMutual Holding Company
------------------------------------------
GR Phelps, Inc.
MassMutual Holding Trust I
MassMutual Holding Trust II
MassMutual Holding MSC, Inc.
MassMutual International, Inc.
MassMutual Reinsurance Bermuda (Sold in December 1996)
MML Investor Services, Inc.
State House One (Liquidated in December 1996)

Subsidiaries of MassMutual Holding Trust I
------------------------------------------
Antares Leveraged Capital Corporation
Charter Oak Capital Management, Inc.
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation
Oppenheimer Acquisition Corporation - 86.15%

44
<PAGE>

Notes To Statutory Financial Statements (Continued)

Subsidiaries of MassMutual Holding Trust II
-------------------------------------------
CM Advantage, Inc.
CM International, Inc.
CM Property Management, Inc.
High Yield Management, Inc.
MMHC Investments, Inc.
MML Realty Management
Urban Properties, Inc.
Westheimer 335 Suites, Inc.

Subsidiaries of MassMutual International
----------------------------------------
Compensa de Seguros de Vida S.A. - 33.5%
MassLife Seguros de Vida (Argentina) S. A.
MassMutual International (Bermuda) Ltd.
Mass Seguros de Vida (Chile) S. A. - 33.5%
MassMutual International (Luxemburg) S. A.

MassMutual Holding MSC, Incorporated
------------------------------------
MassMutual/Carlson CBO N. V. - 50%
MassMutual Corporate Value Limited - 46%

Affiliates of Massachusetts Mutual Life Insurance Company
---------------------------------------------------------
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund

45
<PAGE>

Appendix A

Illustrations of Death Benefits, Cash Surrender Values and Accumulated
Premiums

The following tables illustrate the way in which a Policy operates. They show
how the death benefit and cash surrender value could vary over an extended
period of time, assuming the Funds experience hypothetical gross rates of
investment return (i.e. investment income and capital gains and losses, realized
or unrealized), equivalent to constant gross annual rates of 0%, 6% and 12%. The
tables are based on annual premiums of $1,200 for a nonsmoker male and female
age 35 both issued standard based on full underwriting. Separate tables are
shown for the current and guaranteed schedule of charges. These tables will
assist in the comparison of death benefits and cash surrender values for the
Policy with those under other variable life policies which may be issued by
MassMutual or other companies.

1. The illustration on page 47 is for a Policy issued to a male nonsmoker age 35
for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
current schedule of charges.

2. The illustration on page 48 is for a Policy issued to a male nonsmoker age 35
for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
guaranteed schedule of mortality and expense charges and current fund level
expenses.

3. The illustration on page 49 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
current schedule of charges.

4. The illustration on page 50 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000. The premium payment is $1,200 using a
guaranteed schedule of mortality and expense charges and current fund level
expenses.

The death benefits and cash surrender values for a Policy would be different
from the amount shown if the rates of return averaged 0%, 6% and 12% over a
period of years but varied above and below that average in individual Policy
Years. They would also differ if any Policy loan were made during the period of
time illustrated. They would also be different depending upon the allocation of
investment value to each division of the Separate Account, if the rates of
return for all the Funds averaged 0%, 6% or 12% but varied above or below that
average for particular Funds.

The death benefits and cash surrender values shown in illustrations 1 and 3
reflect the following current charges.

1. Administrative Charge, equal to a monthly $4.00 per Policy charge for
nonqualified policies.

2. Cost of Insurance Charge, based on the current rates being charged by the
Company for standard, fully underwritten risks.

3. Mortality and Expense Risk Charge, which is equal to .40% on an annual basis,
of the net asset value of the Fund shares held by the Separate Account.

4. Fund level expenses of .45% on an annual basis, of the net asset value of the
Fund shares held by the Separate Account.

The death benefits and cash surrender values shown in illustrations 2 and 4
reflect the following guaranteed maximum charges as well as the current fund
level expenses:

1. Administrative Charge, equal to $8.00 per month.

2. Cost of Insurance Charge, based on the 1980 CSO Mortality Table.

3. Mortality and Expense Risk Charge, which is equal to .40% on an annual basis,
of the net asset value of the Fund shares held by the Separate Account.

Cash surrender values shown in the tables reflect the deduction of the
applicable Administrative Surrender Charge (during the first ten Policy Years)
and the applicable Sales Load Surrender Charge (during the first fifteen Policy
Years). Taking into account the Mortality and Expense Risk Charge and the Fund
level expenses, the effect is that for gross annual rates of return of 0%, 6%
and 12%, the actual net annual rate of return would be -0.846%, 5.103% and
11.053% respectively.

MassMutual has agreed to bear expenses of the Funds (other than the management
fee, interest, taxes, brokerage commissions and extraordinary expenses) in
excess of .11% of average daily net asset value of each Fund through April 30,
1998. During 1996 no expenses were required to be reimbursed pursuant to this
undertaking.

Currently no charge is made against the Separate Account for federal income
taxes but MassMutual reserves the right to charge the Separate Account for
federal income taxes attributable to the Separate Account if such taxes are
imposed in the future.

The second column of each table shows the amounts which would accumulate if an
amount equal to the annual premium were invested to earn interest after taxes of
5% per year, compounded annually.

The tables are based on the assumptions that the Policyowner has not requested
an increase or decrease in the Selected Face Amount, that no Policy loans, or
additional premium payments have been made, and no transaction charges have been
incurred, and that the entire Account Value under the Policy is allocated to the
Funds.

46
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount
$1,200 Annual Premium
Using Current Schedule of Charges

<TABLE>
<CAPTION>
Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ ---------- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 184 $ 243 $ 303
2 2,583 100,000 100,000 100,000 1,067 1,242 1,425
3 3,972 100,000 100,000 100,000 1,962 2,312 2,691
4 5,431 100,000 100,000 100,000 2,865 3,450 4,110
5 6,982 100,000 100,000 100,000 3,752 4,636 5,672
6 8,570 100,000 100,000 100,000 4,623 5,870 7,393
7 10,259 100,000 100,000 100,000 5,475 7,154 9,289
8 12,032 100,000 100,000 100,000 6,308 8,490 11,379
9 13,893 100,000 100,000 100,000 7,121 9,879 13,685
10 15,848 100,000 100,000 100,000 7,912 11,323 16,229
15 27,189 100,000 100,000 100,000 11,560 19,496 33,653
20 41,663 100,000 100,000 145,717 13,969 28,908 61,745
25 60,136 100,000 100,000 217,408 15,136 40,233 106,572
30 (Age 65) 83,713 100,000 100,000 319,808 15,155 54,538 178,664
35 113,804 100,000 114,450 464,338 13,188 72,437 293,885
40 152,208 100,000 133,611 678,517 6,876 93,434 474,487
45 201,222 0 153,864 986,440 0 117,453 753,008
50 263,778 0 177,179 1,443,690 0 144,048 1,173,732
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MASSMUTUAL OR THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

47
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount
$1,200 Annual Premium
Using Guaranteed Schedule Of Mortality and Expense Charges as well as Current
Fund Level Expenses

<TABLE>
<CAPTION>
Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ ---------- ---- ---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $100,000 $ 125 $ 183 $ 241
2 2,583 100,000 100,000 100,000 950 1,118 1,293
3 3,972 100,000 100,000 100,000 1,785 2,119 2,480
4 5,431 100,000 100,000 100,000 2,628 3,183 3,809
5 6,982 100,000 100,000 100,000 3,451 4,287 5,269
6 8,570 100,000 100,000 100,000 4,256 5,433 6,872
7 10,259 100,000 100,000 100,000 5,039 6,621 8,634
8 12,032 100,000 100,000 100,000 5,801 7,852 10,574
9 13,893 100,000 100,000 100,000 6,540 9,128 12,707
10 15,848 100,000 100,000 100,000 7,255 10,451 15,059
15 27,189 100,000 100,000 100,000 10,487 17,870 31,100
20 41,663 100,000 100,000 134,551 12,451 26,261 57,013
25 60,136 100,000 100,000 199,762 12,808 35,910 97,922
30 (Age 65) 83,713 100,000 100,000 288,472 10,476 46,854 161,158
35 113,804 100,000 100,000 405,188 3,057 59,148 256,448
40 152,208 0 104,875 566,473 0 73,339 396,135
45 201,222 0 115,254 777,620 0 87,980 593,603
50 263,778 0 125,501 1,064,427 0 102,033 865,388
</TABLE>

48
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount
$1,200 Annual Premium
Using Current Schedule Of Charges

<TABLE>
<CAPTION>
Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ ---------- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 230 $ 290 $ 350
2 2,583 100,000 100,000 100,000 1,133 1,310 1,495
3 3,972 100,000 100,000 100,000 2,060 2,414 2,798
4 5,431 100,000 100,000 100,000 2,979 3,572 4,241
5 6,962 100,000 100,000 100,000 3,882 4,778 5,829
6 8,570 100,000 100,000 100,000 4,768 6,034 7,578
7 10,259 100,000 100,000 100,000 5,637 7,341 9,507
8 12,032 100,000 100,000 100,000 6,488 8,703 11,635
9 13,893 100,000 100,000 100,000 7,321 10,122 13,985
10 15,848 100,000 100,000 100,000 8,136 11,601 16,582
15 27,189 100,000 100,000 106,927 11,919 19,998 34,375
20 41,663 100,000 100,000 167,936 14,704 29,947 62,897
25 60,136 100,000 100,000 249,818 16,644 42,293 108,617
30 (Age 65) 83,713 100,000 114,805 362,186 17,607 57,691 182,003
35 113,804 100,000 132,597 520,008 16,962 76,205 298,855
40 152,208 100,000 151,426 745,583 14,696 98,971 487,309
45 201,222 100,000 174,279 1,086,404 8,600 126,289 787,249
50 263,778 0 197,888 1,572,208 0 157,054 1,247,784
</TABLE>

49
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount
$1,200 Annual Premium
Using Guaranteed Schedule Of Mortality and Expense Charges as well as Current
Fund Level Expenses

<TABLE>
<CAPTION>
Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ ---------- ---- ---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 177 $ 236 $ 294
2 2,583 100,000 100,000 100,000 1,026 1,196 1,374
3 3,972 100,000 100,000 100,000 1,897 2,236 2,604
4 5,431 100,000 100,000 100,000 2,759 3,325 3,963
5 6,962 100,000 100,000 100,000 3,602 4,455 5,455
6 8,570 100,000 100,000 100,000 4,426 5,627 7,095
7 10,259 100,000 100,000 100,000 5,229 6,842 8,897
8 12,032 100,000 100,000 100,000 6,009 8,103 10,879
9 13,893 100,000 100,000 100,000 6,769 9,412 13,065
10 15,848 100,000 100,000 100,000 7,508 10,772 15,476
15 27,189 100,000 100,000 100,000 10,899 18,453 31,967
20 41,663 100,000 100,000 156,171 13,305 27,478 58,491
25 60,136 100,000 100,000 231,731 14,750 38,506 100,753
30 (Age 65) 83,713 100,000 103,816 333,778 14,858 52,169 167,728
35 113,804 100,000 118,610 472,223 12,243 68,166 271,393
40 152,208 100,000 131,974 657,158 4,745 86,258 429,515
45 201,222 0 145,093 910,526 0 105,140 659,802
50 263,778 0 156,139 1,241,892 0 123,920 985,629
</TABLE>

50
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission (the "Commission") such supplementary and
periodic information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

RULE 484 UNDERTAKING

Article V of the Bylaws of MassMutual provide for indemnification of directors
and officers as follows:

Article V. Subject to limitations of law, the Company shall indemnify:

(a) each director, officer or employee;

(b) any individual who serves at the request of the Company as
Secretary, a director, board member, committee member,
officer or employee of any organization or any separate
investment account; or

(c) any individual who serves in any capacity with respect to
any employee benefit plan; from and against all loss,
liability and expense imposed upon or incurred by such
person in connection with any action, claim or proceeding
of any nature whatsoever, in which such person may be
involved or with which he or she may be threatened, by
reason of any alleged act, omission or otherwise while
serving in any such capacity.

Indemnification shall be provided although the person no
longer serves in such capacity and shall include
protection for the person's heirs and legal
representatives. Indemnities hereunder shall include, but
not be limited to, all costs and reasonable counsel fees,
fines, penalties, judgments or awards of any kind, and the
amount of reasonable settlements, whether or not payable
to the Company or to any of the other entities described
in the preceding paragraph, or to the policyholders or
security holders thereof.

Notwithstanding the foregoing, no indemnification shall be
provided with respect to:

(1) any matter as to which the person shall have been
adjudicated in any proceeding not to have acted in
good faith in the reasonable belief that his or her
action was in the best interests of the Company or,
to the extent that such matter relates to service
with respect to any employee benefit plan, in the
best interests of the participants or beneficiaries
of such employee benefit plan;

(2) any liability to any entity which is registered as an
investment company under the Federal Investment
Company Act of 1940 or to the security holders
thereof, where the basis for such liability is
willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of office; and

<PAGE>

(3) any action, claim or proceeding voluntarily initiated
by any person seeking indemnification, unless such
action, claim or proceeding had been authorized by
the Board of Directors or unless such person's
indemnification is awarded by vote of the Board of
Directors.

In any matter disposed of by settlement or in the event of
an adjudication which in the opinion of the General
Counsel or his delegate does not make a sufficient
determination of conduct which could preclude or permit
indemnification in accordance with the preceding
paragraphs (1), (2) and (3), the person shall be entitled
to indemnification unless, as determined by the majority
of the disinterested directors or in the opinion of
counsel (who may be an officer of the Company or outside
counsel employed by the Company), such person's conduct
was such as precludes indemnification under any of such
paragraphs.

The Company may at its option indemnify for expenses
incurred in connection with any action or proceeding in
advance of its final disposition, upon receipt of a
satisfactory undertaking for repayment if it be
subsequently determined that the person thus indemnified
is not entitled to indemnification under this Article V.

Insofar as indemnification for liability arising under the
Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the
registrant 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, the registrant 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 Act and will be governed
by the final adjudication of such issue.

REPRESENTATIONS UNDER SECTION 26(e)(2)(A) OF
THE INVESTMENT COMPANY ACT OF 1940

Massachusetts Mutual Life Insurance Company hereby represents that the fees and
charges deducted under the flexible premium variable whole life insurance
policies described in this Registration Statement in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Massachusetts Mutual Life Insurance Company.

<PAGE>

CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 9

This Post-effective Amendment is comprised of the following documents:

The Facing Sheet.

The Prospectus consisting of 50 pages.

The Undertaking to File Reports.

The Signatures.

Written Consents of the Following Persons:

1. Coopers & Lybrand L.L.P., independent accountants.

2. Counsel opining as to the legality of securities being
registered.

3. Craig Waddington, Vice President & Actuary

The following Exhibits:

99. The following Exhibits correspond to those required by
Paragraph A of the instructions as to Exhibits in Form N-8B-2:

A. (1) Resolution of Board of Directors of MassMutual
establishing the Separate Account.*

(2) Not applicable.

(3) Distribution Contracts:

(a) Distribution Servicing Agreement between
MMLISI and MassMutual.**

(b) Not applicable.

(4) Not applicable.

(5) Flexible Premium Variable Whole Life Insurance
Policy.*

(6) (a) Certificate of Incorporation of MassMutual.**

(b) By-Laws of MassMutual.**

(7) Not applicable.

- ----------------
*Filed on July 18, 1988 as part of original Form S-6.

<PAGE>

(8) Not applicable.

(9) Not applicable.

(10) Application for a flexible premium variable whole
life insurance policy.*

(11) Memorandum describing MassMutual's issuance,
transfer, and redemption procedures for the
Policy.*

99.2 Opinion and Consent of Counsel as to the legality of the
securities being registered.***

3. No financial statement will be omitted from the Prospectus
pursuant to Instruction 1(b) or (c) of Part I.

4. Not applicable.

99.C.1 Consent of Coopers & Lybrand L.L.P.***

99.C.6 Opinion and consent of Craig Waddington as to actuarial
matters pertaining to the securities being registered.***

99.5. Powers of Attorney***

27. Financial Data Schedule.***

- ----------------------
*Filed on July 18, 1988 as part of original Form S-6.

***Filed herewith

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
caused this Post-Effective Amendment No. 9 to Registration Statement No. 33-
23126 to be signed on its behalf by the undersigned thereunto duly authorized,
all in the city of Springfield and the Commonwealth of Massachusetts, on the
21st day of April, 1997.

MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)

By: /s/ Thomas B. Wheeler*
-----------------------------------
Thomas B. Wheeler, Chief Executive Officer
Massachusetts Mutual Life Insurance Company

/s/ Richard M. Howe On April 21, 1997, as Attorney-in-Fact pursuant to
- -------------------- powers of attorney filed herewith.
*Richard M. Howe

As required by the Securities Act of 1933, this Post-Effective
Amendment No. 9 to Registration Statement No. 33-23126 has been signed by the
following persons in the capacities and on the duties indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>

/s/ Thomas B. Wheeler* Chief Executive Officer and April 21, 1997
- ----------------------------- Chairman of the Board
Thomas B. Wheeler

/s/ John J. Pajak* President, Chief Operating Officer April 21, 1997
- ----------------------------- and Director
John J. Pajak

/s/ Daniel J. Fitzgerald* Executive Vice President, April 21, 1997
- ----------------------------- Chief Financial Officer &
Daniel J. Fitzgerald Chief Accounting Officer

/s/ Roger G. Ackerman* Director April 21, 1997
- -----------------------------
Roger G. Ackerman

/s/ James R. Birle* Director April 21, 1997
- -----------------------------
James R. Birle

/s/ Frank C. Carlucci, III* Director April 21, 1997
- -----------------------------
Frank C. Carlucci, III

/s/ Gene Chao* Director April 21, 1997
- -----------------------------
Gene Chao, Ph.D.
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
/s/ Patricia Diaz Dennis* Director April 21, 1997
- -----------------------------
Patricia Diaz Dennis

/s/ Anthony Downs* Director April 21, 1997
- -----------------------------
Anthony Downs

/s/ James L. Dunlap* Director April 21, 1997
- -----------------------------
James L. Dunlap

/s/ William B. Ellis* Director April 21, 1997
- -----------------------------
William B. Ellis, Ph.D.

/s/ Robert M. Furek* Director April 21, 1997
- -----------------------------
Robert M. Furek

/s/ Charles K. Gifford* Director April 21, 1997
- -----------------------------
Charles K. Gifford

/s/ William N. Griggs* Director April 21, 1997
- -----------------------------
William N. Griggs

/s/ George B. Harvey* Director April 21, 1997
- -----------------------------
George B. Harvey

/s/ Barbara B. Hauptfuhrer* Director April 21, 1997
- -----------------------------
Barbara B. Hauptfuhrer

/s/ Sheldon B. Lubar* Director April 21, 1997
- -----------------------------
Sheldon B. Lubar

/s/ William B. Marx, Jr.* Director April 21, 1997
- -----------------------------
William B. Marx, Jr.

/s/ John F. Maypole* Director April 21, 1997
- -----------------------------
John F. Maypole

/s/ Donald F. McCullough* Director April 21, 1997
- -----------------------------
Donald F. McCullough

/s/ Alfred M. Zeien* Director April 21, 1997
- -----------------------------
Alfred M. Zeien
</TABLE>
<PAGE>

/s/ Richard M. Howe On April 21, 1997, as Attorney-in-Fact pursuant to
- ---------------------- powers of attorney filed herewith.
*Richard M. Howe
<PAGE>

REPRESENTATION BY REGISTRANT'S COUNSEL
--------------------------------------

As Counsel to the Registrant, I, James M. Rodolakis, have reviewed this
Post-Effective Amendment No. 9 to Registration Statement No. 33-23126, and
represent, pursuant to the requirement of paragraph (e) of Rule 485 under the
Securities Act of 1933, that this Amendment does not contain disclosures which
would render it ineligible to become effective pursuant to paragraph (b) of said
Rule 485.

/s/ James M. Rodolakis
----------------------
James M. Rodolakis
Counsel
Massachusetts Mutual Life Insurance Company

<PAGE>

EXHIBIT LIST

99.2 Opinion and Consent of James M. Rodolakis

99.C.1 Consent of Coopers & Lybrand, L.L.P.

99.C.6 Opinion and Consent of Craig Waddington

99.5 Powers of Attorney

27 Financial Data Schedule

<PAGE>

EXHIBIT 99.2

April 21, 1997

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111

RE: Massachusetts Mutual Variable Life Insurance registered on Form S-6
Commission File No. 33-23126

Ladies and Gentlemen:

This opinion is furnished in connection with the filing of the Post-Effective
Amendment No. 9 to the Registration Statement No. 33-23126 under the Securities
Act of 1933 for Massachusetts Mutual Variable Life Plus. Massachusetts Mutual
Variable Life Separate Account I issues Variable Life Plus.

As Counsel for Massachusetts Mutual Life Insurance Company, ("MassMutual"), I
provide legal advice to MassMutual in connection with the operation of its
variable products. In such role I am familiar with the registration statement
for the product.

In so acting, I have made such examination of the law and examined such records
and documents as in my judgment are necessary or appropriate to enable me to
render the opinion expressed below. I am of the following opinion:

1. MassMutual is a valid and subsisting corporation, organized and operated
under the laws of the Commonwealth of Massachusetts and is subject to
regulation by the Massachusetts Commissioner of Insurance.

2. Massachusetts Mutual Variable Life Separate Account I is a separate
account validly established and maintained by MassMutual in accordance
with Massachusetts law.

3. All of the prescribed corporate procedures for the issuance of Variable
Life Plus Policies have been followed, and all applicable state laws have
been complied with.

I hereby consent to the use of this opinion as an exhibit to this Post-Effective
Amendment.

Very truly yours,

/s/ James M. Rodolakis
James M. Rodolakis
Counsel

<PAGE>

EXHIBIT 99.C.1

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Massachusetts Mutual Life Insurance Company

We consent to the inclusion in Post-Effective Amendment No. 9 to the
Registration Statement of Massachusetts Mutual Variable Life Separate Account I
(Variable Life Plus segment) on Form N-8B-2 (Registration No. 33-23126) of our
report, which includes explanatory paragraphs relating to the use of statutory
accounting practices, which practices are no longer considered to be in
accordance with generally accepted accounting principles, and the change in our
opinion for prior years, dated February 7, 1997, on our audits of the statutory
financial statements of Massachusetts Mutual Life Insurance Company, and of our
report dated February 4, 1997 on our audits of Massachusetts Mutual Variable
Life Separate Account I (Variable Life Plus segment). We also consent to the
reference to our Firm under the Caption "Experts."

Coopers & Lybrand, L.L.P.
Springfield, Massachusetts
April 25, 1997

<PAGE>

EXHIBIT 99.C.6

April 1, 1997

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111

Ladies and Gentlemen:

This opinion is furnished in connection with Post-Effective Amendment No. 9 to
Registration Statement No. 33-23126 for Massachusetts Mutual Life Insurance
Company's Flexible Premium Variable Whole Life Insurance Policies (the
"Policies") under the Securities Act of 1933. The prospectus included in the
post-effective amendment describes the Policies. I am familiar with the forms of
the Policies and the prospectus.

In my opinion, the illustrations of benefits under the Policies included in the
section entitled "Illustrations" in Appendix A of the prospectus, based on the
assumptions stated in the illustrations, are consistent with the provisions of
the respective forms of the Policies. The age selected in the illustrations is
representative of the manner in which the Policies operate.

I hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 9 to Registration Statement No. 33-23126, and to the reference of
my name under the heading "Experts" in the prospectus.

Sincerely,

/s/ Craig Waddington
Craig Waddington, FSA, MAAA
Vice President and Actuary

<PAGE>

POWER OF ATTORNEY

MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------

The Undersigned, John J. Pajak, President and Chief Operating Officer of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.

The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as President and Chief Operating Officer of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of attorney
authorizes such attorneys and agents to sign the Undersigned's name on his
behalf as President and Chief Operating Officer of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.

MassMutual Separate Investment Account C

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 Account I

Massachusetts Mutual Variable Life Separate Account II

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

CML/OFFITBANK Separate Account

The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the Undersigned has set his hand this 17th day of February,
1997.

/s/ John J. Pajak
- -------------------------- ------------------------
John J. Pajak Witness
President and Chief Operating Officer

<PAGE>
<ARTICLE> 6

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