IN THE UNITED STATES DISTRICT COURT
FOR THE DIVISION OF NEW JERSEY
NEWARK DIVISION

PAUL VARACALLO, STEVEN E.
FELDMAN, K. WERNER GASS,
JEREMIAH B. WALSH, WILLIAM A.
KARGES, JR., JEFFREY M. WEINER, as
Trustee of the KARGES IRREVOCABLE
Trusts I AND II, and DONALD A.
WOFFARD, individually and on behalf of all
other persons similarly situated,

Plaintiffs,

vs.

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY,
CONNECTICUT MUTUAL LIFE
INSURANCE COMPANY, C.M. LIFE
INSURANCE COMPANY, MML BAY
STATE LIFE INSURANCE COMPANY,

Defendants.

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CIVIL ACTION NO. 04-2702 (JLL)

NOTICE OF CLASS ACTION, PROPOSED SETTLEMENT, AND FAIRNESS HEARING

IF YOU OWN OR OWNED A PERMANENT, TERM LIFE OR DISABILITY INCOME
POLICY ISSUED BY ANY OF THE COMPANIES LISTED ABOVE, YOU MAY BE
ENTITLED TO BENEFITS FROM A CLASS ACTION SETTLEMENT.

A federal court authorized this notice. This is not a solicitation from a lawyer.

You are not being sued.


QUESTIONS? CALL 1-800-270-2335. (IF YOU USE TDD/TTY, click here.)

FROM MONDAY THROUGH SATURDAY

FROM 9:00 A.M. (EASTERN) TO 6:00 P.M. (EASTERN)

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

DO
NOTHING

          If you have a Permanent Policy and do nothing, you will automatically receive
General Policy Relief. If you have a Term Life and/or a Disability Income Policy
and do nothing, you will get no policy or cash benefits from this lawsuit, but you
may receive Prospective Relief, if applicable.

SUBMIT A
CLAIM
FORM

          If you have a Permanent Policy and you submit a claim form, you can obtain
Claim Review Relief, but you will not get General Policy Relief. To be eligible to
submit a claim form for a Permanent Policy, you must submit a completed
Permanent Policy Election Form postmarked by October 25, 2004.

          If you have a Term Life and/or a Disability Income Policy, the only way to get
policy or cash benefits is to submit a claim to Claim Review Relief for the Delayed
Coverage and/or Juvenile Smoker claims, if eligible, described in this Notice. All
claim forms for Term Life and/or Disability Income Policies must be postmarked
by November 8, 2004.
You are not eligible for General Policy Relief.

EXCLUDE
YOURSELF

          Get no benefits. This is the only option that allows you to ever be part of any
other lawsuit against MassMutual about the legal claims in this case, but by
excluding yourself you will receive no benefits from this settlement. All exclusion
requests must be postmarked by October 25, 2004 and will be effective upon the
Court's determination or approval.

OBJECT

          If you write to the Court about why you don't like this settlement, you will
still get benefits from this settlement. All objections must be delivered to Class
Counsel and to MassMutual's Counsel identified in this Notice, and filed with the
Court so that they are received by October 25, 2004.

GO TO A
HEARING

          If you speak in Court about the fairness of this settlement, you will still get
benefits from this settlement. If you wish to make an appearance and speak at the
Fairness Hearing you must deliver a written notice of intention to appear to Class
Counsel and to MassMutual's Counsel identified in this Notice, and file said notice
with the Court, so that it is received by November 2, 2004.

          The hearing will be held on November 22, 2004 at 10:00 a.m. (Eastern) at
the Martin Luther King Federal Building & United States Courthouse, 50 Walnut
Street, Newark, New Jersey in the Courtroom of the Honorable Jose L. Linares.

REFERENCE GUIDE

REGARDING THE TERMS OF THE PROPOSED SETTLEMENT


Why did I receive this Notice?
What does the settlement provide?
Why is this a class action?
Am I a Member of the Class?
What Policies are in the Class?
What is a Permanent Policy?
What is a Term Life or Disability Income Policy?
What is a Juvenile Policy?
Are there exceptions to being included?
I'm still not sure if I'm included.
What do I need to do now?
What am I giving up to stay in the Class?
What happens if I do nothing at all?
What is this lawsuit about?
How does MassMutual respond to these allegations?
How much did the Parties know about the lawsuit when they negotiated the proposed settlement?
What benefits are available under the proposed settlement?
What can I get from the settlement?
If I own or owned a Permanent Policy, do I need to elect benefits now?
If I own or owned a Term Life and/or Disability Income Policy, do I need to submit a claim now?
What if I am not the only one with an ownership interest?
When will benefits become available under the proposed settlement?
If I own or owned a Permanent Policy, what is General Policy Relief?
If I own or owned a Permanent Policy, what is the Settlement Death Benefit?
What is the Claim Review Process?
Who can participate in the Claim Review Process?
How much is Claim Review Relief worth to the Class?
If I own or owned a Permanent Policy, what types of claims can I submit to the Claim Review Process?
If I own or owned a Term Life and/or Disability Income Policy, what types of claims can I submit to the Claim Review Process?
What is the deadline for electing Claim Review Relief?
Do I have to establish my claim now?
What is the deadline for submitting a claim if I own or owned a Term Life and/or Disability Income Policy?
What is the prospective relief?
When will I get my relief, if any?
Will the settlement have tax consequences for me?
What will happen to any claims I have against MassMutual if I do not request exclusion from the Class?
How do I ask to be excluded from the Class?
What are the consequences of excluding myself from the Class?
When and where will the Court decide whether to approve the proposed settlement?
Do I have to come to the hearing?
What's the difference between objecting and excluding?
How can I object to the proposed settlement?
Can I appear at the Fairness Hearing?
What notices have to be filed with the court to appear?
Who are the attorneys representing the Class Members?
How will the attorneys and named Plaintiffs representing the Class Members be paid?
Can the Parties terminate the proposed settlement?
How will the proposed settlement affect my ability to start or maintain another action?
How can I get more information?

PART 1: WHY YOU HAVE RECEIVED THIS NOTICE

WHY DID I
RECEIVE THIS
NOTICE?

          You have received this Notice because you may be eligible for
certain benefits through the proposed settlement of a class action lawsuit.
The lawsuit was brought on behalf of a Class of policyowners against
Massachusetts Mutual Life Insurance Company, Connecticut Mutual Life
Insurance Company, C.M. Life Insurance Company and MML Bay State
Life Insurance Company (collectively the "Company" or "MassMutual").
The lawsuit makes a variety of claims against MassMutual, including
claims relating to the manner in which certain life insurance policies were
sold, serviced and administered. Although the Court has not yet
approved the proposed settlement, it has directed that this Notice be sent
to you as a potential Class Member.
          The essential terms of the settlement are set forth below. However,
this Class Notice is just a summary of the Settlement Agreement between
the Parties, which sets forth in greater detail the rights and obligations of
the Parties. If there is any conflict between this Class Notice and the
Settlement Agreement, the Settlement Agreement governs. Capitalized
terms not otherwise defined in this Class Notice have the meaning
defined in the Settlement Agreement.
          You should read this Notice carefully, because it explains
decisions you must make and actions you must take now. Those
decisions and actions will affect your legal rights and any relief you
may be eligible to receive under the proposed settlement.

WHAT DOES
THE
SETTLEMENT
PROVIDE?

          In return for resolving all claims involving Permanent life insurance
Policies in the Class, the proposed settlement offers Class Members with
Permanent Policies a choice between two types of relief: General Policy
Relief
and Claim Review Relief. In return for resolving all Delayed
Coverage Claims involving Term Life and/or Disability Income Policies
in the Class, the proposed settlement offers Claim Review Relief for
Delayed Coverage Claims to Class to Class Members with Term Life and/or
Disability Income Policies. In return for resolving all Juvenile Smoker
Claims involving eligible Term Life Policies in the Class, the proposed
settlement offers Claim Review Relief for eligible Term Life Policies
with Juvenile Smoker Claims. In addition, MassMutual has agreed to
make certain additional written disclosures aimed at assuring that its
policyholders fully understand the Delayed Coverage issue and certain
changes regarding the Juvenile Smoker issue.
  1. General Policy Relief. General Policy Relief, consisting of
    a Settlement Death Benefit, is free and automatically available
    to all Class Members with Permanent Policies, without
    requiring and showing that they were harmed in any way or
    that MassMutual did anything wrong. Class Members
    with Permanent Policies who do not elect to participate in Claim
    Review will automatically receive the Settlement Death
    Benefit, which provides a new or additional payment upon the
    death of the Measuring Life or Alternate Measuring Life for
    a specified duration. You need not do anything now if you
    want the General Policy Relief.
    General Policy Relief is discussed in Part 5.A below.
  2. Claim Review Relief. This benefit is designed for several
    purposes, such as: (i) Class Members who purchased
    Permanent Policies and who believe that they were misled by
    MassMutual in the sale of those Policies and/or believe they
    have a Delayed Coverage and/or Juvenile Smoker Claim; (ii)
    Class Members who purchased Term Life and/or Disability
    Income Policies and believe that they have a Delayed
    Coverage Claim; and (iii) Class Members who believe that
    they have a Delayed Coverage Claim and/or Juvenile Smoker
    Claim for those eligible Term Life Policies. These Class
    Members can have their claim of MassMutual's alleged
    wrongdoing reviewed and appropriate relief (if any) awarded.
              The Claim Review Process is free to Class Members.
    Claims will be reviewed in a fair and impartial process by a
    neutral evaluator approved by all Parties. This process will
    evaluate the strength or weakness of your claim, and any
    relief awarded will be based on that evaluation.
              Successful claimants will receive either a cash award
    and/or an enhancement to their Policies. However, if your
    claim lacks all merit, you will receive no relief.
              If you are a Class Member with a Permanent Policy, in
    order to participate in the Claim Review Process, you must
    return the enclosed Permanent Policy Election Form
    postmarked no later than October 25, 2004.
    If you do not
    return your Permanent Policy Election Form on time, you will
    not be allowed to participate in the Claim Review Process.
    Instead, you will automatically receive the General Policy
    Relief.
              If you are a Class Member with a Term Life and/or
    Disability Income Policy and you seek to make a Delayed
    Coverage Claim, or if your are a Class Member with a Term
    Life Policy that is eligible to submit a Delayed Coverage
    Claim and/or a Juvenile Smoker Claim, you must participate
    in the Claim Review Process in order to receive any relief. To
    participate, you must submit the Term Life and/or Disability
    Income Policies Claim Form for a Delayed Coverage Claim
    or, if eligible, the Term Life Policies Claim Form (for a
    Juvenile Smoker Claim, in addition to a Delayed Coverage
    Claim) postmarked by November 8, 2004.
  3. Prospective Relief. In addition to the relief described above,
    MassMutual has agreed to implement certain Prospective
    Relief relating to the Delayed Coverage and Juvenile Smoker
    issues.
    a.          Delayed Coverage Claims
    MassMutual will make certain written disclosures aimed at
    assuring that its policyholders fully understand the Delayed
    Coverage issue. MassMutual will implement this relief by
    providing a disclosure statement.
    b.          Juvenile Smoker Claims
    Upon the attainment of the age of majority of the insured, as
    defined in the policy, MassMutual shall, on all present and
    future applicable juvenile life policies, change the dividend
    treatment and, on all applicable present and future juvenile
    universal life policies, change the cost of insurance treatment
    that have or otherwise would have classified or treated the
    juvenile insured as a "smoker" and shall classify such juvenile
    policies as "non-smoker," unless the juvenile insured
    designates himself or herself as a smoker or unless
    MassMutual classifies the insured as a smoker pursuant to its
    established policies and practices applicable to policies other
    than Juvenile Policies. On or about the insured's age of
    majority, MassMutual will send out a questionnaire to the
    owners of Juvenile Policies asking that, if the juveniles
    insured under the Policies are smokers, they designate
    themselves as such.
     The Claim Review Process is discussed in Part 5.B below.

PART 2: DESCRIPTION OF THE CLASS

WHY IS THIS A
CLASS ACTION?

          In a class action, one or more people, called named Plaintiffs (in this
case Paul Varacallo, Steven E. Feldman, K. Werner Gass, Jeremiah B.
Walsh, William A. Karges, Jr., Jeffrey M. Weiner, as Trustee of the
Karges Irrevocable Trusts I and II and Donald A. Wofford), sue on behalf
of people who have similar claims. All these similarly situated people are
a Class or Class Members. One court resolves the issues for all Class
Members, except for those who exclude themselves from the Class.
          In an Order dated June 24, 2004, the Court in this Action
preliminarily certified a Class for purposes of a settlement, among other
orders.

AM I A MEMBER
OF THE CLASS?

          With the exceptions listed below, the Class includes all persons and
entities (such as companies or trusts) who at any time from January 1,
1983 through December 31, 2003 (the "Class Period") have or had an
ownership interest in one or more Permanent Policies or in one or more
Term Life and/or Disability Income Policies (collectively "Policy" or
"Policies") issued by MassMutual with an issue date during the Class
Period.

WHAT POLICIES
ARE IN THE
CLASS?

          Please keep in mind that "MassMutual" as used in this Notice refers
collectively to Massachusetts Mutual Life Insurance Company,
Connecticut Mutual Life Insurance Company, C.M. Life Insurance
Company and MML Bay State Life Insurance Company. Therefore, you
are a member of the Class if you own or owned a Permanent, Term Life
and/or Disability Income Policy issued by any one of these insurance
companies during the Class Period.

WHAT IS A
PERMANENT
POLICY?

          Permanent Policies are all life insurance products issued during the
Class Period by MassMutual that generate a cash or account value. They
include whole life, universal life, variable life and variable universal life
insurance policies.

WHAT IS A
TERM LIFE OR
DISABILITY
INCOME
POLICY?

          Term Life Policies are life insurance policies issued by
MassMutual, other than Permanent Policies or policies issued to groups,
and which are not otherwise excluded from the Class as defined herein.
          Disability Income Policies are insurance policies issued by
MassMutual that provide to individuals who are disabled: (a) income
benefits; or (b) reimbursement for business overhead expenses, other than
policies issued to groups, and which are not otherwise excluded from the
Class as defined herein.

WHAT IS A
JUVENILE
POLICY?

          Juvenile Policies are those Policies, such as Permanent Policies
and/or Term Life Policies, that were issued by MassMutual on the lives
of insureds who were minors as of the date of issue, as defined in the
Policy.
          Even if your Policy is no longer in force, you are a member of the
Class if you owned one or more of those Policies issued during the Class
Period.

ARE THERE
EXCEPTIONS TO
BEING
INCLUDED?

          The proposed Class does not include the following persons or
entities (unless they are members of the Class because of their ownership
interest in other Policies):
  • those who own or owned Disability Income Policies, except
    to the extent they have a Delayed Coverage Claim and then
    only for such Delayed Coverage Claim;
  • those who own or owned Term Life Policies, except to the
    extent they have a Delayed Coverage Claim and/or a Juvenile
    Smoker Claim and then only for such Delayed Coverage
    Claim and/or Juvenile Smoker Claim;
  • those who have or had an ownership interest in a Policy that
    was terminated prior to March 31, 2004 due to the death of
    the insured;
  • those who have or had an ownership interest in a Policy that
    was issued, but not accepted or was returned to the Company
    as part of the exercise of the "free-look" provision in the
    Policy;
  • those who have or had an ownership interest in a Policy that
    was rescinded and premiums were returned to the Policy
    owner as part of the reissue of a new Policy, or because of a
    misrepresentation by the Applicant on a Policy application;
  • those who, while represented by an attorney, signed a
    document releasing MassMutual from any further claims
    concerning the Policy;
  • those whose rights and claims respecting the Policy have been
    finally adjudicated in a court of law;
  • those who are or were a member of the Board of Directors
    and/or officer of MassMutual during the Class Period;
  • those who make a valid election to be excluded from the
    Class in accordance with the steps described in Part 8 of this
    Notice;
  • any insurance company that has or had an ownership interest
    in a Policy pursuant to an absolute assignment effected as part
    of an Internal Revenue Code § 1035 exchange;
  • those who own or owned a Policy as a corporate owned life
    insurance, bank owned life insurance, group insurance or
    guaranteed insurance contracts; and
  • those who were pension plan qualified pursuant to §401-415
    of the Internal Revenue Code.

I'M STILL NOT
SURE IF I'M
INCLUDED.

          If you do not understand whether or not your are a Class
Member, please contact 1-800-270-2335, and a representative will
assist you. (If you use TDD/TTY, click here.)

PART 3: DECISIONS YOU MUST MAKE NOW

WHAT DO I
NEED TO DO
NOW?

          First, you must decide now whether you wish to remain in the Class
or to exclude yourself from the Class. If you want to be excluded from
the Class, you must notify the Court as described below in Part 8. This
request must be postmarked no later than October 25, 2004. If you
exclude yourself:
  • You will not be eligible for any of the benefits of the
    proposed settlement.
  • You will not be able to object to the proposed settlement.
  • You will not be bound by any orders or judgments entered in
    this case if the proposed settlement is approved.
          Second, if you have a Permanent Policy and decide to remain in the
Class, you will automatically be eligible for General Policy Relief if this
settlement is approved. Alternatively, you will also be eligible to apply
for relief through Claim Review if you send in the Permanent Policy
Election Form postmarked no later than October 25, 2004.
          You must decide now which settlement benefit you want to receive
for your Permanent Policy. These options are described in Part 5 below.
          If you have a Disability Income Policy with a Delayed Coverage
Claim or if you have a Term Life Policy with a Delayed Coverage Claim
and/or, if eligible, a Juvenile Smoker Claim, and you decide to remain in
the Class, you must submit a claim through the Claim Review Process.
To submit a claim, you must complete the Term Life and/or Disability
Income Policies Claim Form for a Delayed Coverage Claim or, if eligible,
the Term Life Policies Claim Form (for a Juvenile Smoker Claim, in
addition to a Delayed Coverage Claim, which will be indicated by the
inclusion in your Notice Package of this qualifying claim form). All of
these completed Claim Forms must be postmarked no later than
November 8, 2004.

          Third, if you remain in the Class, you also may object to any aspect
of the proposed settlement by filing a written objection. The Court and
the Parties must receive your written objection no later than October
25, 2004.
If you want to speak at the Fairness Hearing, you must also file
a Notice of Intention to Appear at the Fairness Hearing that must be
received by November 2, 2004. The procedures for objecting and
speaking at the Fairness Hearing are described in Parts 9.C and 9.D
below.

WHAT AM I
GIVING UP TO
STAY IN THE
CLASS?

          If you remain in the Class, you will be bound by all orders
and judgments in this case, whether favorable or unfavorable. You will not
be able to start, continue or otherwise participate in any other claim,
lawsuit or other proceeding against MassMutual if those claims have been
or could have been asserted in this lawsuit.
          If You Have or Had an Ownership Interest in More than One
Policy Covered by the Class Definition, You Must Make a Separate
Decision for Each Policy.

          Where more than one person has or had an ownership interest in a
Policy, all owners will be presumed to be acting jointly. If one owner
excludes a particular Policy from the Class, then all persons with an
ownership interest in that Policy are bound by that decision.

WHAT HAPPENS
IF I DO
NOTHING AT
ALL?

          If you own or owned a Permanent Policy and you do nothing, you
will automatically receive General Policy Relief if the settlement is
approved. You will not be able to later submit a claim to the Claim
Review Process.
          If you own or owned a Term Life and/or Disability Income Policy
and you do nothing, you will not receive any cash benefits if the
settlement is approved.

PART 4: DESCRIPTION OF THE LAWSUIT AND THE SETTLEMENT
NEGOTIATIONS

WHAT IS THIS LAWSUIT ABOUT?

          On June 10, 2004, Varacallo, et al. v. Massachusetts Mutual Life
Insurance Company, et al.,
was filed as a class action in the United States
District Court of the District of New Jersey ("the Action"). The
complaint asserts claims on behalf of a class of current and former
policyowners of MassMutual.
          On June 23, 2004, the parties signed a Settlement Agreement and
agreed to settle the case. The proposed settlement provides a number of
benefits to Class Members. In return, Class Members will release
MassMutual from certain liability relating to their Policies, as described
in Part 7 below and in Appendix A.
          The Action alleges that, from January 1, 1983 through December
31, 2003, MassMutual made misrepresentations and failed to disclose
important information, and engaged in other wrongdoing in connection
with the sale, servicing and administration of its Policies. The lawsuit
alleges, among other things, that MassMutual:
  1. misled policyowners to believe that a single payment or a
    limited number of premium payments would cover all
    out-of-pocket premiums due to its Permanent Policies.
    (These Policies are sometimes referred to as "vanishing
    premium" Policies);
  2. misled policyowners to believe that the dividends, interest
    rates, policy credits and expenses illustrated at the time the
    Permanent Policies were sold to Class Members were not
    likely to change or would not cause the Permanent Policies
    (or their cash values) to perform differently than was
    represented at the time of sale;
  3. improperly replaced, "churned" or rolled over existing
    policies, or misled policyowners (a) about the advantages,
    disadvantages or financial impact of using cash values from
    one or more existing policies to buy a new Permanent Policy;
    (b) by misrepresenting in the Policy or its application that the
    new Permanent Policy was not replacing or changing an
    existing policy; (c) by failing to provide written
    state-mandated disclosures regarding the risks and costs of
    replacement;
  4. misled policyowners to believe that their Permanent life
    insurance Policies were actually savings, investment,
    retirement or pension plans, rather than life insurance
    policies;
  5. charged initial premiums on Permanent, Term Life and
    Disability Income Insurance Policies after the Policy issue
    date and may have charged premiums for periods of time
    when insurance coverage was not provided under the Policies
    ("Delayed Coverage Claims"); and
  6. improperly charged premiums, imposed policy charges and/or
    paid dividends or credited interest to policies insuring the
    lives of non-smoking juveniles based, in whole or in part, on
    rates applicable to smokers ("Juvenile Smoker Claims").

HOW DOES
MASSMUTUAL
RESPOND TO
THESE
ALLEGATIONS?

          MassMutual denies any and all allegations of wrongdoing and does
not admit or concede any actual or potential fault, wrongdoing or liability
in connection with any facts or claims that have been or could have been
alleged in this Action or in any other similar action.

HOW MUCH DID
THE PARTIES
KNOW ABOUT
THE LAWSUIT
WHEN THEY
NEGOTIATED
THE PROPOSED
SETTLEMENT?

          The Parties negotiated the proposed settlement with an
understanding of the factual and legal issues that would affect the
outcome of this Action. There have been multiple lawsuits against
MassMutual in several other courts, including, but not limited to, cases
pending in New Jersey (Varacallo v. MassMutual), California (Karges v.
MassMutual
and Wofford v. MassMutual), Ohio (Gass v. MassMutual),
Louisiana and Texas state and federal courts, which began over nine
years ago. Plaintiffs, through their attorneys, thoroughly examined and
investigated the facts and law relating to the issues in those cases and in
this Action. Plaintiffs' investigation included pre- and post-complaint
fact-finding, review of hundreds of thousands of pages of documents
from MassMutual's files, sworn depositions of numerous MassMutual
officers and employees, and consultation with various experts.
          In light of Plaintiffs' investigation and evaluation of the facts and
the law, and in light of MassMutual's desire to avoid the disruption of
continued litigation, Plaintiffs and MassMutual have concluded that this
lawsuit should be settled as proposed. The Parties believe the settlement
is fair, reasonable and adequate and will provide substantial benefits to
the Class.
          The Court has not decided whether Plaintiffs' claims or
MassMutual's defenses have any merit, and it will not do so if the
proposed settlement is approved. The proposed settlement does not
suggest that MassMutual has or has not done anything wrong, or that
Plaintiffs and the Class would or would not win their case if it were to go
to trial.

PART 5: THE SETTLEMENT BENEFITS - WHAT YOU GET

WHAT
BENEFITS ARE
AVAILABLE
UNDER THE
PROPOSED
SETTLEMENT?

          If you decide to remain in the Class, and if the Court approves the
proposed settlement, you will be eligible to receive one or more forms of
relief for each of your Policies. The specific benefits for which you are
eligible depend on several factors which are explained further below.
You do not have to give up your Policy to receive benefits under the
proposed settlement.

WHAT CAN I
GET FROM THE
SETTLEMENT?

          Enclosed with this Notice is a Statement of Eligibility for each
Permanent Policy in the Class, which identifies the benefits you are
eligible to receive. If you have a Term Life and/or Disability Income
Policy, this information is on the Term Life and/or Disability Income
Policies Claim Form or, if eligible, the Term Life Policies Claim
Form. Please consult your Statement of Eligibility as you review the
benefits described below. If you are still not sure about your
eligibility for proposed settlement benefits, please call 1-800-270-2335
(or, if you use TDD/TYY, click here) for assistance.

          There are two categories of benefits under the proposed settlement
for Class Members who own or owned a Permanent life insurance Policy:
General Policy Relief and Claim Form Relief. General Policy Relief
is available to all Class Members with Permanent Policies without
requiring any showing that MassMutual did anything wrong. Claim
Review Relief requires participants to complete and sign a form, under
penalty of perjury, explaining how they were misled or otherwise harmed
and to submit whatever documents or other evidence they have that relate
to the claim.
          Class Members with Disability Income Policies may submit a
Delayed Coverage Claim and Class Members with Term Policies
may submit a Delayed Coverage Claim and/or, if eligible, a Juvenile
Smoker Claim and only as part of the Claim Review Process.
IF YOU DECIDE TO REMAIN IN THE CLASS, YOU MUST, FOR
EACH PERMANENT POLICY YOU DECIDE TO KEEP IN THE
CLASS, CHOOSE NOW BETWEEN GENERAL POLICY RELIEF
AND CLAIM REVIEW RELIEF.

IF I OWN OR
OWNED A
PERMANENT
POLICY, DO I
NEED TO ELECT
BENEFITS NOW?

          If you are a Class Member with a Permanent Policy and you choose
General Policy Relief, you do not need to do anything. You will
automatically receive General Policy Relief if the Court approves the
proposed settlement.
          If you have a Permanent Policy and want to participate in Claim
Review Relief, you must make this choice now by submitting a
Permanent Policy Election Form postmarked no later than October 25,
2004.
You cannot receive both General Policy Relief and Claim Review
Relief for the same Policy.

IF I OWN OR
OWNED A TERM
LIFE AND/OR
DISABILITY
INCOME
POLICY, DO I
NEED TO
SUBMIT A
CLAIM NOW?

          If you have a Term Life and/or Disability Income Policy and seek
relief for a Delayed Coverage Claim, and/or if you have an eligible Term
Life Policy and seek relief for a Juvenile Smoker Claim, you are not
eligible for General Policy Relief. To be eligible to receive monetary
relief under the proposed settlement, you must instead participate in the
Claim Review Process and submit a Term Life and/or Disability Income
Policies Claim Form for your Delayed Coverage Claim. If you have an
eligible Term Life Policy (as indicated on the claim form), you must
submit a Term Life Policies Claim Form for your Delayed Coverage
Claim and/or Juvenile Smoker Claim postmarked no later than
November 8, 2004.

WHAT IF I AM
NOT THE ONLY
ONE WITH AN
OWNERSHIP
INTEREST?

          There will be only one award of relief per Policy. Where more than
one person or entity has an ownership interest in a Policy, all owners will
be presumed to be acting jointly when exercising their rights under the
proposed settlement. If one such person excludes the Policy from the
Class, all others with ownership interests in that Policy will be bound by
that decision.

WHEN WILL
BENEFITS
BECOME
AVAILABLE
UNDER THE
PROPOSED
SETTLEMENT?

          Benefits will become available under the proposed settlement only
if and when three things happen. First, the Court must approve the
proposed settlement. The Court will grant its approval only if it finds that
the proposed settlement is fair, reasonable and adequate and that this
Action meets all of the legal requirements of a class action. Second, the
Court's approval of the settlement must become final and no longer be
subject to appeal. Third, certain events specified in the Settlement
Agreement must occur. No one can say with certainty if or when these
events will occur.
          Please note: You will not be eligible for any relief under this
settlement, nor will you release any claims, if the Court does not approve
the proposed settlement, or if one of the Parties terminates the settlement.

IF I OWN OR
OWNED A
PERMANENT
POLICY, WHAT
IS GENERAL
POLICY
RELIEF?

          A. GENERAL POLICY RELIEF
          If you are a Class Member with a Permanent Policy and do not elect
Claim Review and do not exclude yourself from the Class with respect to
your policy, you automatically will be entitled to the General Policy
Relief for which that Policy is eligible. The General Policy Relief
consists of a Settlement Death Benefit, which will be provided at no cost
to Class Members. These benefits are of limited duration, as described
below. If the Class Member does not timely designate a beneficiary on
the Designation Form, then the person to receive the Settlement Death
Benefit shall be the beneficiary under the Policy as of the Eligible Date.

IF I OWN OR
OWNED A
PERMANENT
POLICY, WHAT
IS THE
SETTLEMENT
DEATH
BENEFIT?

  1. The Settlement Death Benefit. The Settlement Death
    Benefit provides, for a limited time, a new or additional
    payment payable upon (i) MassMutual's receipt of due proof
    of the death, within the prescribed period of time, of the
    person who is the Measuring Life or the Alternate Measuring
    Life, as described below and (ii) the fulfillment of certain
    other requirements.
  • Payee. The person who will be paid the Settlement
    Death Benefit is called the "Payee." The Payee will
    automatically be the beneficiary under the Policy for the
    Settlement Death Benefit (referred to as the "Default
    Payee") although there are procedures for you to change
    the Payee, if you wish.
  • Measuring Life. The Settlement Death Benefit will be
    paid if the person called the "Measuring Life" dies
    during the period that the benefit is in effect. The
    Measuring Life will be the person whose life is insured
    under the Policy that makes you eligible for relief (or
    whose life was insured when the Policy Terminated).
    With respect to Survivorship Life Policies, the
    Measuring Life will be the last to die, as set forth in the
    Policy.
  • Alternate Measuring Life. If the Measuring Life for a
    Permanent Policy is deceased, the Class Member or his
    estate may use the Designation Form to designate an
    Alternate Measuring Life for purposes of the Settlement
    Death Benefit. If the Class Member wishes to designate
    an Alternate Measuring Life, a completed Designation
    Form must be postmarked no later than November 22,
    2004. You may designate as a replacement your
    spouse, parent or child, or any other person in whom
    you have an insurable interest. This person will be
    subject to Simplified Underwriting.
          To designate someone else as the Measuring Life on the Payee
          under the Settlement Death Benefit, please return the enclosed
          Designation Form to:
          Massachusetts Mutual Class Action Information Center
          P.O. Box 919
          Minneapolis, MN 55440-0919
          Re: Designation Form
  • Amount and Duration of Benefit. The amount and
    duration of the Settlement Death Benefit will depend on
    the amount of coverage under your Policy and the age
    of the Measuring Life or Alternate Measuring Life (the
    insured under the Permanent Policy) on the date the
    settlement is implemented:
AGE DURATION COVERAGE
30 or younger 58 months 10% of Policy Face Amount
31-40 48 months 8% of Policy Face Amount
41-50 36 months 6% of Policy Face Amount
51-60 36 months 4% of Policy Face Amount
61 and older 24 months 2.8% of Policy Face Amount

WHAT IS THE
CLAIM REVIEW
PROCESS?

          B. THE CLAIM REVIEW PROCESS
          The Claim Process. The Claim Review Process is provided at no
cost to you. Your claim will be evaluated by a neutral Claim Evaluator
recommended bt Class Counsel and agreed to by MassMutual. This
Claim Evaluator will consider your Claim Form, any other documents
you have submitted, and the documents that MassMutual has collected
about your policy. The Claim Evaluator will use guidlines agreed to by
the Parties and submitted to the Court for approval.
          Relief Available. The amount and type of relief awarded in the
Claim Review Process will depend on the nature and strength of your
claim, as measured by the statements made in your Claim Form and
documents submitted by you and MassMutual. Relief awarded can
range from no relief at all to a cash award designed to redress any loss
that may have resulted from the alleged wrongdoing or an enhancement
to the Policies. The Likelihood that you will receive cash relief in the
Claim Review Process cannot be known in advance. If your claim is
determined not to warrant relief, you will receive no relief at all. The
Claim Evaluator's decision will be final.

WHO CAN
PARTICIPATE IN
THE CLAIM
REVIEW
PROCESS?

                    1. An Explanation of the Claim Review Process
          If you are a class Member with a Permanent Policy and believe you
were misled by a misstatement, that important information was not
disclosed to you, or that you were otherwise harmed by wrongdoing in
connection with your Policy, you may choose to seek an award through
theClaim Review Process instead of receiving the General Policy
Relief.
The Claim Review Process ("CRP") required you to establish that
you have a claim and have suffered some harm. A neutral Claim
Evaluator will score all claims on a scale of "0" through "4".
          If you are a Class Member with a Term Life and/or Disability
Income Policy and you seek to make a Delayed Coverage Claim or if you
are a Class Member with a Term Life Policy and are also eligible to
submit a Juvenile Smoker Claim, you must seek an award through the
Claim Review Process. The CRP required you establish that you have
a Delayed Coverage Claim and/or, if eligible, a Juvenile Smoker Claim
and have suffered some harm.

HOW MUCH IS
CLAIM REVIEW
RELIEF WORTH
TO THE CLASS?

          The Claim Review Process will provide awards to Class Members
of a minimum aggregate cash value of $130 million and a maximum
aggregate cash value of at least $165 million. If the value of the relief
awarded through the CRP is less than $130 million, the remaining amount
will be distributed to those Class Members with Permanent Policies who
elected the Claim Review Process for Claims other that or in addition to
Delayed Coverage Claims and/or Juvenile Smoker Claims and scored a
2, 3 or 4. If the value of the relief awarded through the Claim Review
Process is greater than $165 million, plus and additional monies
MassMutual may be required to pay for Claim Review Relief under the
proposed settlement, CRP awards for all Polocies will be proportionately
reduced.

IF I OWN OR
OWNED A
PERMANENT
POLICY, WHAT
TYPES OF
CLAIMS CAN I
SUBMIT TO THE
CLAIM REVIEW
PROCESS?

                    2. Examples of Typed of Claims that Can be Presented
in CRP for Permanent Policies

Limited Premium Payment Claims: Any claim that, at the time you
bought your Policy, MassMutual or its sales representatives led you to
believe that you would have to pay only a single premium, a fixed
number of premiums, or premiums for a fixed period of time, and that you
then would not have to pay any more out-of-pocket payments to keep
your Policy in force throughout your life without a reduction in the
Policy's death benefit.
Performance Claims: Any Claims that, at the time you bought your
Policy, MassMutual or its sales representatices led you to believe that the
cash or account value in your policy would not be less that illustrated or
would be maintained at a specific level over the life of the Policy, or that
the dividend scales, interest crediting rates, policy credits or charges
would never fall below current levels or that premium payments would
remain the same throughout the life of the Policy without a reduction in
death benefits or cash value.
Replacement Claims: Any claim that (i) at the time you bought your
Permanent Policy, MassMutual or its sales representatives misrepresented
to you the financial impact of using the cash or account value, dividends
or interest from an existing policy - whether issued by MassMutual or by
any other company - to purchase a new MassMutual Policy; or (ii) in your
Permanent Policy or application attached thereto, MassMutual or its sales
representatives misrepresented that your Permanent Policy was not
replacing or changing an existing policy of MassMutual or another
insurer; or (iii) at the time you bought your Permanent Policy,
MassMutual or its sales representatives failed to provide you any
state-mandated written disclosures regarding the risks and costs of
replacement.
Retirement/Investment Claims: Any claim that, at the time you bought
your Policy, MassMutual or its sales representatives led you to believe
that the product you were purchasing was actually or was primarily a
savings, investment or retirement plan, without adequately disclosing to
you that the product was a life insurance policy.
Delayed Coverage Claims: Any Claim that you paid the initial premium
on your policy after the Policy issue date and may have been charged
premiums for preiods of time when insurance coverage was not provided
under the Policy.
Juvenile Smoker Claims: Any claim that a Juvenile Policy issued by the
Company on the life of an insured with an age of minority at issue, as
defined in the Policy, was issued or administered in any manner that
classified or treated the insured under the Juvenile Policy as a smoker or
failed to provide the same premium rated, policy charges, dividends or
credited interest that would have applied if the insured were treated as a
non-smoker.
Other Claims: Any claim no defined above that is based on alleged
misrepresentations or other wrongdoing in the marketing or sale of the
Policy. These claims are referred to as "ADR" (Alternative Dispute
Resolution) Claims. If you remain in the Class and later assert a claim
against MassMutual that is related to your Policy and that is not released
by the Released Transactions (as the term is defined in the Release and
Waiver, which is reprinted in Appendic A), MassMutual may require you
to resolve your claim in the ADR Process. The ADR Process also will
allow you to address claims relating to or arising out of the servicing and
administration of your Policy after you bought it, if you did not discover
those claims prior to December 31, 2003, and you could not have learned
of them before that date, even if you have used reasonable care. Finally,
you and MassMutual may agree to resolve in the ADR Process and claims
relating to your Policy that arise in the future.

IF I OWN OR
OWNED A TERM
LIFE AND/OR
DISABILITY
INCOME
POLICY, WHAT
TYPES OF
CLAIMS CAN I
SUBMIT TO THE
CLAIM REVIEW
PROCESS?

                    3. Types of Claims that Can Be Presented in CRP for
Term Life and/or Disability Income Policies

Delayed Coverage Claims: For Term Life and/or Disability Income
Policies, and claims that you have paid the initial premium on your policy after
the Policy issue date and may have been charged premiums for periods
of time when insurance coverage was not provided under the policy.
Juvenile Smoker Claims: For eligible Term Life Policies, any claim that
a Juvenile Policy issued by the Company on the life of an insured with an
age of minority at issue, as defined in the Policy, was issued or
administered in any manner that classified or treated the insurace under the
Juvenile Policy as a smoker or failed to provide the same premium rates,
policy charges dividends or credited interest that would have applied if
the insured were treated as a non-smoker.

WHAT IS THE
DEADLINE FOR
ELECTING
CLAIM REVIEW
RELIEF?

                    4. How to Elect CRP and Submit a Claim for
Permanent Policies

Choosing the Claim Review Process. To seek an award in the Claim
Review Process for Permament Policies, you must return the enclosed
Permanent Policy Election Form postmarked no later than October 25,
2004.
If you do not return your Permanent Policy Election Form
postmarked no later than October 25, 2004, you cannot participate
in the Claim Review Process. Instead, you will receive the Settlement
Death Benefit.

DO I HAVE TO
ESTABLISH MY
CLAIM NOW?

Filing a Claim. At this point, you do not need to file your claim. You
need only return the Permanent Policy Election Form indicating your
choice to participate in the Claim Review Process.
  • Note to Policy Co-Owners: Your Statement of Eligibility identifies
    whether there are more than one owner of your Policy. If you share
    ownership of your Policy, any co-owner who returns the Permanent
    Policy Election Form to participate in the Claim Review Process
    will be presumed to be acting on behalf of all co-owners.
          If the Court approves the settlement and you have submitted a
timely Permanent Policy Election Form, the Company later will send you
a claim form.
          When you receive the Claim Form, you must fill it out completely
and attach all documents, if any, you have that relate to the Policy and
your claim. You may also submit affidavits or other information to
support your claim.
          If you decide not to file a Claim Form, or if you do not mail it on
time, you will no longer be eligible for the Claim Review Process.
Instead, you will automatically receive the Settlement Death Benefit
provided in General Policy Relief.

WHAT IS THE
DEADLINE FOR
SUBMITTING A
CLAIM IF I OWN
OR OWNED A
TERM LIFE
AND/OR
DISABILITY
INCOME
POLICY?

                    5. How to Submit a Claim for Term Life or Disability
Income Policies

          Delayed Coverage Claims and/or Juvenile Smoker Claim
Submission for Term Life and/or Disability Income Policies.
To seek
an award in the Claim Review Process for Term Life and/or Disability
Income Policies, you must return the enclosed Term Life and/or
Disability Incoming Policies Claims Form indicating you are submitting a
Delayed Coverage Claim and/or, if eligible, the Term Life Policies Claim
Form (for a Juvenile Smoker Claim, in addition to a Delayed Coverage
Claims, which will be indicated by the inclusion in your Notice Package
of this qualifying claim form) with supporting documentation
postmarked no later than November 8, 2004.

WHAT IS THE
PROSPECTIVE
RELIEF?

          C. PROSPECTIVE RELIEF FOR DELAYED COVERAGE CLAIMS
AND JUVENILE SMOKER CLAIMS

For Delayed Coverage Claims, MassMutual has agreeed that it will,
within 90 days of the settlement attaining finality, provide policyholders
with a disclosure statement when individuals apply for a life or disability
insurance policy informing them of their options regarding policy dating,
until other disclosure language is made part of the application.
For Juvenile Smoker Claims, upon the attainment of the age of minority
of the insured, as defined in the Policy, MassMutual shall, on all present
and future applicable juvenile life policies, change the dividen treatment
and, on all applicable present and future juvenile universal life policies,
change the cost of insurance treatment that have or otherwise would have
classified or treated the juvenile insured as a "smoker" and shall classify
such juvenile policies as "non-smoker," unless the juvenile insured
designated himself or herself as a smoker or unless MassMutual classifies
the insured as a smoker pursuant to its established policies and practices
applicable to policies other than Juvenile Policies. On or abut the
insured's age of majority, MassMutual will send out a questionnaire to
the owners of Juvenile Policies asking that, if the juveniles insured under
the Policies are smokers, they designate themselves as such.

WHEN WILL I
GET MY RELIEF
IF ANY?

          D. WHEN RELIEF IS DISTRIBUTED
The Court will hold a hearing on November 22, 2004 to decide whether
to approve the settlement. If the Court approves the Settlement after that,
there may be appeals. It is uncertain when these appeals can be resolved,
and resolving them can take time, perhaps more than a year. Everyone
who sends in a claim form will be informed of the progress of the
settlement. Please be patient.

PART 6: INCOME TAX CONSEQUENCES

WILL THE
SETTLEMENT
HAVE TAX
CONSEQUENCES
FOR ME?

          Your receipt of benefits under this proposed settlement could have
tax consequences for you. Those tax consequences may vary depending
on your individual circumstances. Class Counsel, MassMutual,
MassMutual's Counsel and the represntatives at the toll-free telephone
numbers listed in this Notice CANNOT make any representations about
the tax consequences that may result, if any, or advise you about the tax
consequences of receiving settlement relief in your particular
circumstances. You should consult your own tax advisor to determine
any Federal, state, local or foreign tax consequences that could result
from accepting or pursuing any form of relief under the proposed
settlement.

PART 7: RELEASE OF CLASS MEMBERS' CLAIMS AND DISMISSAL OF LAWSUIT

WHAT WILL
HAPPEN TO ANY
CLAIMS I HAVE
AGAINST
MASSMUTUAL
IF I DO NOT
REQUEST
EXCLUSION
FROM THE
CLASS?

          If the Court approves the proposed settlement, you must release
(give up) all claims that have been or could have been asserted in this
lawsuit, and the case will be dismissed on the merits and with prejudice.
If you remain in the Class and accept the benefits of the settlement,
you may not assert any of those claims in any other lawsuit or
proceeding with respect to that Policy, including any other lawsuit or
proceeding already in progress.

          In addition, in exchange for the benefits provided under the
proposed settlement, you must release MassMutual, its successors,
predecessors and subsidiaries, and others (including MassMutual's sales
representatives, agents and brokers) from liability for certain known and
unknown claims relating to the Policies involved in the settlement,
including any claims for compensatory, exemplary or punitive damages.
          The Release is a critical element of the proposed settlement. For
that reason, it has been reprinted word-for-word in Appendic A to
this Notice. You should READ THE RELEASE CAREFULLY,
because it will affect your rights if you remain in the Class.

          The settlement of this lawsuit does not change any of your
contractual rights under the express terms of your existing life
insurance or disability income Policy. You will still be able to make
a claim for any benefits that may become payable under your
Policy's terms.

PART 8: INSTRUCTIONS FOR EXCLUDING YOURSELF FROM THE CLASS

HOW DO I ASK
TO BE
EXCLUDED
FROM THE
CLASS?

          If you do not wish to participate in the settlement, you may ask to
be excluded from the Class, which will be effective upon the Court's
determination or approval. To request exclusion from the Class, you
must mail a written request to the court-appointed Notice Administrator,
postmarked by October 25, 2004 to:
          Notice Administrator
          c/s Massachusetts Mutual Class Action Information Center
          P.O. Box 919
          Minneapolis, MN 55440-0919

          Your request for exclusion need not be in any particular form, but
it must state the following information:
          (1) your name, address and telephone number;
          (2) the Policy number(s) for which you are requesting exclusion;
          (3) a statement that you wish to be excluded from the Class as to
each Policy listed;
          (4) your signature; and
          (5) the case name and number that is at the very beginning of this
notice.
          Please write the words "EXCLUSION REQUEST" on the lower
left-hand corner of the front of the envelope.

          If you own or owned more than one Policy affected by the proposed
settlement, you may choose to remain a Class Member as to some
Policies but to exclude youself from the Class as to other Policies.

WHAT ARE THE
CONSEQUENCES
OF EXLUDING
MYSELF FROM
THE CLASS?

If you request exclusion from the Class, the for each Policy that
you exclude:
  • you will not be eligible for any of the benefits of the proposed
    settlement;
  • you will not be allowed to object to the terms of the proposed
    settlement, and
  • you will not be bound by any subsequent ruling entered in
    this case if the proposed settlement is finally approved.
          Note to Co-Owners: If at any time during the Class Period one
or more persons in addition to you had an ownership interest in your Policy,
and it any one of those persons excludes himself or herself from the
Class, all other will automatically be excluded as well. The identity of
any additional owners, as reflected in MassMutual's records, is shown on
the enlosed Statement of Eligibility.
          REMEMBER: YOUR REQUEST FOR EXCLUSION MUST
BE POSTMARKED NO LATER THAN OCTOBER 25,
2004.
OTHERWISE, YOUR REQUEST WILL BE LATE
AND INVALID.           IF YOUR EXCLUSION REQUEST IS PORTMARKED AFTER
OCTOBER 25, 2004:           YOU WILL REMAIN A MEMBER OF THE CLASS, AND
YOU WILL BE BOUND BY THE SETTLEMENT AND BY
ALL ORDERS AND JUDGMENTS IN THIS LAWSUIT.
          YOU WILL NOT BE ABLE TO FILE OR PARTICIPATE
IN ANY OTHER LAWSUIT OR PROCEEDING BASED
ON OR RELATING TO THE CLAIMS, CAUSES OF
ACTION, FACTS OR CIRCUMSTANCES OF THIS CASE.

PART 9. FAIRNESS HEARING, RIGHT TO OBJECT TO PROPOSED
SETTLEMENT, AND RIGHT TO APPEAR

WHEN AND
WHERE WILL
THE COURT
DECIDE
WHETHER TO
APPROVE THE
PROPOSED
SETTLEMENT?

          A. THE FAIRNESS HEARING
          On November 22, 2004, at 10:00 a.m. (Eastern), the Court will
hold a fairness Hearing to consider whether to grant final certification to
the Class for settlement purposes, and whether to approve the proposed
settlement as fair, reasonable and adequate. The court also will
determine the amount of attorneys' fees and expenses to be awarded to
Plaintiffs' Counsel. The hearing will be held before Judge Jose L.
Linares at the United States District Court for the District of New Jersey,
at the Martin Luther King Federal Building and United States
Courthouse, 50 Walnut Street, Newark, New Jersey.

DO I HAVE TO
COME TO THE
HEARING?

          If you have not asked to be excluded from the Class, you may object
to any aspect of the proposed settlement, as discussed below. You also
may appear at the Fairness Hearing to present your objections, although
you are not request to do so. Please not that the Court has the right to
change the hearing date of time without further notice. If you are
planning to attend the hearing, you should confirm the date and time
before going to the Court.

WHAT'S THE
DIFFERENCE
BETWEE
OBJECTING
AND
EXCLUDING?

          B. OBJECTING VERSUS EXCLUDING
          If you object to the settlement, you still remain a member of the
Class and you will still receive the benefits under the settlement if it is
approved. You will also be bound by any subsequent rulings in this case
and you will not be able to file or participate in any other lawsuit or
proceeding based on or relating to the claims, causes of action, facts or
circumstances of this case. If you exclude yourself from the Class, on the
other hand, you will not be eligibile to receive any benefits under the
settlement if it is approved. You will also not be bound by any
subsequent rulings in this case.

HOW CAN I
OBJECT TO THE
PROPOSED
SETTLEMENT?

          C. YOUR RIGHT TO OBJECT, AND INSTRUCTIONS
FOR OBJECTING

          You must remain a member of the Class with respect to at least one
Policy in order to object to any aspect of the proposed settlement,
including final certification of a settlement class, the fairness of the
proposed settlement, the adequacy of the Class's representation by
Plaintiffs and their attorneys, and the award of attorneys' fees. Any
objections must be delivered in writing and must be received by the
Court and the Parties no later than October 25, 2004.

          Your written objection must include:
          (1) your name, address and telephone number;
          (2) your Policy number(s);
          (3) a statement of your objection(s), and any supportive evidence
you wish to introduce; and
          (4) the case name and number
YOU MUST MAIN YOUR WRITTEN OBJECTIONS TO THESE
THREE PLACES SO THAT IT IS RECEIVED NO LATER THAN
OCTOBER 25, 2004:


COURT
          Clerk of the Court
          United State District Court
          District of New Jersey
          Marting Luther King Building and United States Courthouse
          50 Walnut Street
          Newark, New Jersey 07102

CLASS COUNSEL
          Bruce D. Greenberg
          Lite DePalma Greenberg & Rivas, LLC
          Two Gateway Center,
          12th Floor
          Newark, New Jersey, 07102

MASSMUTUAL'S COUNSEL
          John P. Hooper
          EDWARDS & ANGELL, LLP
          750 Lexington Avenue,
          14th Floor
          New York, New York 10022

The Court will not consider any objections filed after October 25,
2004. Late objections will be deemed to have been given up or
waived.

          If you file your objections but the Court approves the Settlement as
proposed, you still will be eligible for settlement relief. Therefore, even
if you object to the settlement, you should shoose at this time for each
Permanent Policy the form of reliet you would like to receive - either
General Policy Reliet or Claim Review Reliet. If you own or owned a
Term Life and/or Disability Income Policy and you seek to make a
Delayed Coverage Claim, you should at this time submit your Term Life
and/or Disability Income Policies Claim Form. If you own or owned a
Term Life Policy and are eligible to make a Delayed Coverage Claim
and/or Juvenile Smoker Claim, you should at this time submit you Term
Life Policies Claim Form.

CAN I APPEAR
AT THE
FAIRNESS
HEARING?

          D. YOUR RIGHT TO APPEAR
          If you file and serve a timely written objection as described above,
you may - but are not required to - attend the Fairness Hearing, either in
person or through an attorney paid by you. You or your attorney may
appear at the hearing to object to any aspect of the proposed settlement,
including final certification of a settlement class, the fairness of the
proposed settlement, the adequacy of the Class's representation by
Plaintiffs and their attorneys, and the award of attorneys' fees or
expenses.
          You (and/or your attorney) may, at your own expense, review the
discovery materials applicable to this Action. Those documents will be
made available by appointment with Class Counsel during regular
business hours at a place designated by Class Counsel. To Obtain access,
you (and/or your attorney) must first sign a Stipulation of Confidentiality,
which Class Counsel will provide.

WHAT NOTICES
HAVE TO BE
FILED WITH
THE COURT TO
APPEAR?

          E. NOTICES YOU AND YOUR OWN ATTORNEY MUST
FILE WITH THE COURT TO APPEAR

          If you or your attorney intends to appear at the Fairness Hearing,
you or your attorney must file a Notice of Intention to Appear at the
Fairness Hearing
with the Clerk of the Court, and service that Notice on
Plaintiffs' Counsel and MassMutual's Counsel, at the addresses listed
above in Part 9.C. The Court and the Parties must receive your Notice
of Intention to Appear at the Fairness Hearing no later than
November 2, 2004.

          In addition, if you hire an attorney to represent you, your attorney
must file a Notice of Appearance with the Clerk of the Court, and serve
the notice on the attorneys for Plaintiffs and MassMutual, at the addresses
listed above in Part 9.C. This Notice of Appearance is merely to advise
the Court that the attorney you hired at your own expense will file papers
on your behalf with the Court. If the attorney you hure at your own
expense wishes yo appear at the Fairness Hearing he or she must also file
a Notice of Intention to Appear at the Fairness Hearing, as indicated
above. The Court and the Parties must receive any Notice of
Appearance no later than October 25, 2004.

PART 10: COUNSEL FOR THE SETTLEMENT CLASS

WHO ARE THE
ATTORNEYS
REPRESENTING
THE CLASS
MEMBERS?

          The Court has designated the law firms of Bonnett, Fairbourn,
Friedman & Balint, P.C., Finkelstein & Krinsk, LLP, Lite DePalma
Greeberg & Rivas, LLP, Lerach Coughlin Stoia & Robbins LLP,
Milberg Weiss Bershad & Schulman, LLP and Specter, Specter, Evans
& Manogue, P.C. as Counsel for the Class for purposes of the settlement
of this lawsuit. You will not be charged for the services of the law
firms representing the Class Members.

          You have the right to retain your own attorney to represent you in
this case, but you are not obligated to do so. If you do hire your own
attorney, you will have to pay his or her fees and expenses. You also
have the right to represent yourself before the Court without an attorney.

PART 11: ATTORNEYS' FEES, EXPENSES AND INCENTIVE AWARDS

HOW WILL THE
ATTORNEYS
AND NAMED
PLAINTIFFS
REPRESENTING
THE CLASS
MEMBERS BE
PAID?

          At the Fairness Hearing, Class Counsel will ask the Court for an
award of attorneys' fees and expenses not to exceed $58.2 million in fees
and expenses, to be paid by MassMutual. MassMutual will not oppose
Class Counsel's application for an award of fees and expenses up to that
amount. Class Counsel will also ask the Court for incentive awards of up
to $10,000 per named Plaintiff, for their time and effort spent
participating in this case.
          You will not be required to pay any portion of these attorneys'
fees, expenses or awards. Payment of attorneys' fees and expenses to
Class Counsel is in addition to payment of benefits to Class Members
and will not reduce any funds or benefits being made available to
you.

PART 12: RIGHT TO TERMINATE THE PROPOSED SETTLEMENT

CAN THE
PARTIES
TERMINATE
THEPROPOSED
SETTLEMENT?

          Under certain circumstances, each of the Parties to this lawsuit has
the right to terminate the proposed settlement. Such circumstances
include the decision of the Court or any appellate court to reject, modify,
or deny approval or any portion of the proposed settlement. If the
proposed settlement is terminated, you will no receive any of the benefits
as part of the proposed settlement, and you will not be affected in any
way by the Parties' actions in connection wtih the proposed settlement.

PART 13: PRELIMINARY AND PERMANENT INJUNCTION, AND EFFECT ON
PENDING AND FUTURE LAWSUITS, ARBITRATIONS AND OTHER PROCEEDINGS

HOW WILL THE
PROPOSED
SETTLEMENT
AFFECT MY
ABILITY TO
START OR
MAINTAIN
ANOTHER
ACTION?

          The Court has preliminarily enjoined all class Members and/or their
representatives (who do not times exclude themselves from the Class)
from filing, commencing, prosecuting, maintaining, intervening in,
participating in, conducting, or continuing litigation as class members or
otherwise, receiving and benefits from, any lawsuit, administrative, or
regulator proceesing or order in any jurisdiction, based on or relating to
the claims or causes of actions or the facts, and circumstances relating
thereto, in the Action and/or the Released Transactions. If you do not ask
to be excluded from the Class, you will be bound by this preliminary
injunction.
          the Court has also preliminarily enjoined all Class Members and all
persons action in active concert or participation with Class Members from
filing, commencing, or prosecuting a lawsuit as a class action, a separate
class, or group for purposes of pursuing a putative class action (including
by seeking to amend a pending complaint to include class allegations or
by seeking class certification in a pending action in any jurisdiction) on
behalf of Class Members (who do not timely exclude themselves from the
Class), arising out of, based on or relating to the claims, causes of action,
facts and/or circumstances relating thereto, in the Action and/or the
Released Transactions.
          The Court has also preliminarily enjoined all Class Members and all
persons acting in active concert or participation of any class Members (who do
not timely exclude themselves from the Class) into a seperate class
or group for purposes of pursuing a putatuve class action, any claim or
lawsuit, in any jurisdiction based on, arising out of, or relating to the
claims, causes of action, facts, and/or circumstances relating thereto
alleged in the Actions and/or the Released Transactions.
          Upon final approval of the settlement, Plaintiffs and MassMutual
will ask the Court to enter a permanent injunction enjoining all Class
Members and/or their representatives and/or persons organizing Class
Members from engaging in the activities described above. All Class
Members will be bound by the permanent injunction.
          If you do not submit a written request to be excluded from the
Class, postmarked by October 25, 2004, you will be bound by all
proceedings, orders and judgments in this action, even if you later
begin litigation or other proceedings against the Company relating
to your Policies. The Court may enforce its injunction through
contempt orders or other judicial proceedings.

PART 14: HOW TO GET ADDITIONAL INFORMATION

HOW CAN I GET
MORE
INFORMATION?

          This Notice and the accompanying documents are only a summary
of the proposed settlement, which is set forth in the more detailed
settlement Agreement between the Parties. The full Settlement
Agreement is on file with the Clerk of the Court. For a more detailed
statement of the matters involved in this case, Plaintiffs and MassMutual
also refer you to the complaint and to the other papers and Court orders
on file in the Clerk's offlce. You may inspect these documents at the
Clerk's office at any time during normal business hours, Monday through
Friday, 9:00 a.m. to 4:00 p.m., Eastern time.
          A toll-free number has been established, and trained personnel are
available to answer and questions you might have about the proposed
settlement and the forms of relief available. If you have questions after
reading this Notice, please call 1-800-270-2335 (or, if you are
hearing impaired, 1-877-506-4034) from Monday through Saturday from
9:00 a.m. (Eastern) through 6:00 p.m. (Eastern). You may also send any
written questions about the settlement to:
          Massachusetts Mutual Class Action Information Center
          P.O. Box 919
          Minneapolis, MN, 55440-0919

APPENDIX A

RELEASE AND WAIVER

Plaintiffs and the Class agree to a release and waivers as follows (the "Release"):

A.          The Parties agree to the following release and waiver, which shall take effect upon entry
of the Final Order and Judgment.
B.          Plaintiffs' Release and Waiver
In consideration for the settlement benefits described in this Agreement, all Class Members, on
behalf of themselves, their heirs, guardians, assigns, executors, administrators, predecessors,
and successors, hereby release, discharge and hold harmless the Releasees from, and shall not
now or hereafter institute, maintain, or assert against the Releasees, either directly or indirectly,
on their own behalf, on behalf of the Class or on behalf of any other person or entity, any and
all causes of action, claims, suits, petitions, liabilities, demands in law and equity, damages,
sums of money, awards, obligations, reckonings, judgments, contracts, agreements, promises,
liens, equitable, legal, and administrative relief, declaratory relief, interest, demands or rights,
including, without limitation, claims for rescission or restitution or for full damages of any kind,
claims for bad faith, extra-contractual, compensatory, exemplary, punitive damages and/or
damage multipliers, or emotional distress, whether past, present or future, mature or not yet
mature, known or unknown, suspected or unsuspected, whether based on federal, state or local
law, statute, ordinance, regulation, contract, common law, or any other source, that have been,
could have been, may be or could be alleged or asserted now or in the future by any Class
Member against any or all of the Releasees in the Action or in any other court action, tribunal,
arbitration, or before any administrative body, (including any brought on behalf of any state
Attorney General or Department of Insurance or other regulatory entity or organization),
tribunal, arbitration panel or any other adjudicatory body, on the basis of, connected with,
arising out of, or in any way related to, in whole or in part, the transactions, which are defined
to include, without limitation and by example, the following:
          1.          any and all acts, communications, omissions, nondisclosures, facts, matters,
transactions, occurrences, sales presentations, illustrations, or any oral or written statements,
representations, or Misrepresentations that have been, may have been, could have been and/or
were allegedly made, directly or indirectly, in connection with, arising out of, relating to or
connected in any way with the marketing, solicitation, illustration, application, underwriting,
acceptance, sale, purchase, operation, performance, dividends, interest crediting, charges,
retention, administration, servicing, and/or replacement (by means of surrender, partial
surrender, loans, withdrawal, and/or termination of any life insurance policy) of: (a) the
Policies; and (b) any life insurance policy sold or to be sold or offered in connection with, or
relating in any way directly or indirectly to the sale or solicitation of, the Policies, or external
or internal replacements of MassMutual policies, and any all claims, directly or indirectly, in
connection with, arising out of, relating to, or concerning, the matters alleged in the Action
and/or complaint, including, but not limited to, the Limited Premium Payment Claims,
Retirement/Investment Claims, Replacement Claims, Performance Claims, Delayed Coverage
Claims, and Juvenile Smoker Claims and also includes, without limitation:
                    a.          the number and/or amount of out-of-pocket payments that were paid or would
need to be paid to sustain the Policy or the Policies;
                    b.          The ability to keep or inability to keep the Policy or the Policies In-Force based
on a fixed number and/or amount of premium payments (less than the number and/or amount
of payments required by the terms of the Policies); and/or the amount that would be realized or
paid under the Policies based on a fixed number and/or amount of cash payments (less than the
number and/or amount of payments required by the terms of the Policies), whether in the form
of (x) cash value, and/or (y) death, retirement or periodic payment benefits, and/or (z)
Retirement/Investment plan-type benefits;
                    c.          the dividends, interest or other Policy credits, credited or to be credited to
premiums paid on the Policy or Policies, or to amounts within the Policy or Policies, the
expenses and/or costs (including all expenses, charges and other deductions) charged or to be
charged against the Policy or Policies;
                    d.          whether the Policies were or were not life insurance or that Plaintiffs' or Class
Members' or purchasers' objectives or goals would or would not be met or funded by the cash
values and/or benefits derived from a life insurance policy or that the life insurance product
being sold was minimized, disguised or misrepresented;
                    e.          whether the Policy or Policies were, or would operate or could function as, a
retirement and/or investment plan;
                    f.          the relationship between the Policy's or Policies' cash surrender value and the
cumulative amount, number, and/or frequency of premiums paid whether out-of-pocket or as
dividends or interest credited to the Policy;
                    g.          the fact that a loan or withdrawal of funds from a Policy could result in
interest, tax liabilities, or other charges;
                    h.          the rate of return on premiums paid in terms of cash value, tax liabilities, or
cash surrender value;
                    i.          the relative nature, characteristics, terms, descriptions, operations, suitability,
or appropriateness of any Policy or Policies, verses other investment, retirement, savings, or
other financial alternatives or products or any representations, promotions, or advertising
relating to Policy sales practices otherwise released herein;
                    j.          the nature, characteristics, terms, appropriateness, suitability, descriptions, and
operation of any Policy, including, without limitation: (1) the amount or method of calculation
of fees, charges, commissions, distribution costs, administrative expenses, and/or taxes in
connection with the sale of, as part of the premiums for, or in connection with a full or partial
surrender or termination of, a Policy; (2) the apportionment of coverage between the base and
term-rider components of a Policy; (3) the cost or availability or term-rider coverage relative
to base-policy coverage; (4) the effect of term-rider coverage on the cost of the Policy and the
ability of policies with term-rider premiums to offset or vanish in future years; and/or (5) the
ability or inability to reduce the face amount of the base component of a Policy;
                    k.          the use of an existing policy's cash value or cash surrender value or other
policy value by means of a surrender, partial surrender, withdrawal, partial withdrawal, or loan
to purchase or maintain a new Policy or Policies or another life insurance Policy, and/or the
replacement or rollover of an existing life insurance policy or Policy with or into a new Policy;
                    l.          The Company's dividend account value, interest and other crediting practices,
Policy loan, cost of insurance, and administrative charge practices whether past present or
future; the Company's Policy or premium charges and monthly deductions; the Company's
illustrations of dividends, interest crediting rates, interest or other Policy bonuses, account
equity rates, account valuation calculations, Policy charges, Policy loans, premium charges,
monthly deductions, cost of insurance, and administrative charges, cash values or death
benefits; or any other matters relating to dividends, or setting or dividends, interest or other
Policy crediting rates, other Policy bonuses, account equity rates, account value calculations,
Policy charges, premium charges, monthly deductions, cost of insurance and administrative
charges or Policy loans, the Company's establishment, calculation, setting, declaration,
adequacy, determination, and/or distribution of premiums, dividends, surplus, interest, reserves
or other Policy credits, paid-up additions or cash value or cash surrender values;
                    m.          the replacement or rollover of an existing life insurance policy with or into a
new Policy or Policy reinstatement, or any representations, promotions, or advertising relating
to Policy sales practices otherwise released herein;
                    n.          any illustration(s) used to sell any Policy, or failure to use any illustration(s);
                    o.          the use or non-use of sales, marketing or illustrative materials to sell any
Policy.
                    p.          the use of loans or contract values from existing policies to pay premiums on
new policies, or any representations, promotions, or advertising relating to Policy sales practices
otherwise released herein;
                    q.          the internal or external replacement, exchange or rollover of any Policy;
                    r.          the use of a Policy's dividends or other contract values to pay premiums on the
same policy, or any representations, promotions or advertising regarding such matters;
                    s.          the manner in which the Company trained, supervised, managed and oversaw
any of the Releasees with respect to the Policies, including but not limited to the Company's
Producers and Agents;
                    t.          the setting or charging of any commissions or other compensation for the sale,
servicing, or administration of any Policy or the administration or servicing of the Policy or
Policies after purchase relating to the Policy sales practices otherwise released herein;
                    u.          the adequacy of any and all disclosures and illustrations relating to Policy sales
practices otherwise released herein;
                    v.          the setting or imposition of any surrender charge periods and the
accompanying surrender charges;
                    w.          disclosures or non-disclosures in any local, state, or federal regulatory filing
and/or quarterly or annual filing/statement by the Company relating to Policy sales practices
otherwise released herein;
                    x.          the sale of Policies as investment, savings, or retirement funding vehicles, or
any representations, promotions, or advertising relating to Policy sales practices otherwise
released herein;
                    y.          actual or alleged violations of the "replacement" statutes or regulations under
applicable law;
                    z.          variances between the date on which the insurance coverage commenced under
any Policy and the date on which premiums were received or Policy charges of any kind
commenced or were assessed or charged on any Policies;
                    aa.          all actual or alleged claims relating to the Delayed Coverage Claim and/or
Juvenile Smoker Claim concepts;
                    bb.          the actual or alleged violation of any applicable law or regulation relating to
insurance and/or Policy sales practices otherwise released herein;
                    cc.          the pricing, actuarial assumptions, underwriting, risk classifications, charges,
dividend, interest and/or crediting practices, upgrading practices and policies, and
administration, based in whole or in part, on any mortality table for Juvenile Policies;
                    dd.          the charging and disclosure of a smoker premium rate based on MassMutual's
policies and practices of classifying juveniles for purposes of pricing, issuing and administering
policies;
                    ee.          the actual or alleged violation or any federal law, including the RICO statute,
relating to insurance and/or Policy sales practices otherwise released herein; and
                    ff.          the actual or alleged violation of any state law or regulation, including without
limitation any state consumer, Policy holder and/or insurance protection statute or unfair or
deceptive business acts and practices statute, including, by example and without limitation,
California's Business and Professions Code §§ 17200 and 17500, relating to Policy practices
alleged in the complaint and/or otherwise released herein.
          2.          Without in any way limiting its scope, this Release covers by example and without
limitation, any and all claims for attorneys' fees, costs, expert fees, or consultant fees, interest,
or litigation fees, costs or any other fees, costs, and/or disbursements incurred by Class Counsel,
or by plaintiffs or the Class Members, except to the extent otherwise specified in the
Agreement.
C.          Except for the terms of the Release discussed herein, nothing in this Release shall be
deemed to: (i) alter a Class Member's contractual rights (except to the extent that such rights
are altered or affected by the award of benefits under the Agreement) to make a claim for
benefits provided by the Policy that are payable now or will become payable in the future
pursuant to the express written terms of the Policy; or (ii) release a Class Member's right to
assert any claims that independently arise from acts, facts, or circumstances arising exclusively
after the end of the Class Period; and (iii) release or waive a claim not contemplated by the
"Released Transactions," including, but not limited to, and claims alleging, arising from, or
based on forgery, theft, embezzlement, wrongful taking of premiums or customer benefits or
funds, or imposition, collection or recoupment of amounts attributable to the Deferred
Acquisition Cost tax, ownership interests of participating policyholders, or claims alleging,
arising from or based on any plan to demutualize or form a holding company (or the failure or
refusal to do so). In addition, notwithstanding anything in this Release, nothing in this Release
shall be deemed to waive, compromise or affect any claims arising from, regarding or relating
in any way to Disability Income Policies, other than Delayed Coverage Claims and/or Term Life
Policies, other than Delayed Coverage Claims and/or Juvenile Smoker Claims.
D.          Plaintiffs and all Class Members expressly agree that this Release will be, and may be
raised as, a complete defense to and will preclude any action or proceeding encompassed by the
release of the Releasees.
E.          Plaintiffs and all Class Members expressly understand and acknowledge that certain
principles of law, including, but not limited to, § 1542 of the Civil Code of the State of
California, provide that "a general release does not extend to claims which a creditor does not
know or suspect to exist in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor." To the extent that anyone might
argue that these principles of law are applicable - notwithstanding that the Class and
MassMutual have chosen Massachusetts law to govern this Agreement - Plaintiffs and the Class
Members hereby agree that the provisions of all such principles of law or similar federal or state
laws, rights, rules, or legal principles, to the extent they are found to be applicable herein, are
hereby knowingly and voluntarily waived, relinquished and released by Plaintiffs and the Class
Members.
F.          In connection with this Release, Plaintiffs and the Class Members acknowledge that they
are aware that they may hereafter discover claims presently unknown or unsuspected, or facts
in addition to or different from those which they now know or believe to be true with respect
to the Released Transactions or with respect to their Policies. Nevertheless, it is the intention
of Plaintiffs and the Class Members in executing this Release fully, finally, and forever to settle,
release, discharge, and hold harmless all such matters, and all claims relating thereto, which
exist, hereafter may exist, or might have existed (whether or not previously or currently asserted
in any action or proceeding) with respect to their Policies, except as stated in subsection X.C;
provided, however, that nothing in this Release shall prevent a Class Member from submitting
a claim as outlined and described in Part VIII of Exhibit A, so long as the Class Member did
not discover the facts forming the basis of the claim and could not with reasonable care have
discovered them before the deadline set in this Agreement for mailing the Permanent Policy
Election Form.
G.          In consideration for the release and other benefits of resolving the claims described in this
Agreement, MassMutual, its past, present and future parents (including intermediate and
ultimate parents), subsidiaries, affiliates, predecessors, successors and assigns, nor any of their
respective past, present and future officers, directors, employees, general agents, agents, branch
managers, producers, sales representatives, brokers, solicitors, representatives, attorneys, heirs,
administrators, executors, insurers, predecessors, successors and assigns, or any of them, hereby
release, discharge and hold harmless the Plaintiffs, Class Members and Class Counsel from any
and all claims, causes of action, suits, demands in law or equity, petitions, liabilities, rights,
judgments, contracts, agreements, promises, liens, compensatory or exemplary damages,
declaratory relief or other legal or equitable relief that have been, could have been, may be or
could be alleged or asserted now or in the future, whether known or unknown at the present
time, by MassMutual against Plaintiffs, Class Members or Class Counsel or any of them in this
action or in any other action relating to, arising from or connected with, in whole or in part, the
Released Transactions.
H.          Nothing in this Release shall preclude any action to enforce the terms of the Agreement,
including participation in any of the processes detailed therein.
I.          Plaintiffs and the Class Members hereby agree and acknowledge that the provisions of this
Release together constitute an essential and material term of the Agreement and shall be
included in any Final Order and Judgment entered by the Court.

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