R E T I R E M E N T S E R V I C E S

Our Value Proposition to Financial Professionals

I N V E S T

I N S U R E

R E T I R E

PRODUCER USE ONLY – NOT FOR CLIENT DISTRIBUTION

We believe in the value financial professionals provide to plan sponsors, and to us. As a provider with nearly 60 years in the retirement industry, we want to employ our knowledge and resources to help you grow your business.MassMutual’s unique blend of personalized service, manager-of-managers investment program, comprehensivecommunications, and innovative technology – built on a foundation of integrity – work together to provide you withsolutions you need, when you need them.

In an increasingly complex world, MassMutual helps simplify the management of retirement programs through ourproactive approach. Offering financial strength and expertise in total retirement services, MassMutual is prepared towork with you to meet your clients’ challenges and to help participants achieve their retirement goals. MassMutualprovides comprehensive services and constant oversight to retirement plan types of all sizes, including defined benefit,401(k), 403(b), governmental 457(b), Taft-Hartley, and non-qualified deferred compensation plans.

Enhance Your Value With a Total Retirement SolutionOffering your clients a defined contribution, defined benefit and non-qualified deferred compensation plan integratedplatform helps you to serve them better and provide value-added consultative services in areas like investmentportfolio strategy and plan design.

MassMutual’s integrated solutions benefit you by providing your client:

n Administrative efficiencies

n Streamlined and consistent plan reporting

n A total retirement approach to participant communications, including one call center, a combined defined benefitand defined contribution statement, and an integrated Web site

n Greater appreciation by participants of their total benefit and integrated retirement planning

The needs of each financial professional are different. We’ve designed our products and services so we can provideflexible solutions to you. Working with MassMutual, you are able to customize your level of involvement and knowthat your clients are in good hands.

We know your time is valuable. The information provided in this booklet will give you an overview of our products andservices, but most importantly, it helps you to answer the question, “How can MassMutual help me grow my businessand exceed my clients’ expectations?”

The of Our Value Proposition

At a Glance:

MASSMUTUAL FINANCIAL GROUP

n More than $350 billion in assets under management1

n Ranked 83rd among the Fortune 1002

n Ranked 3rd among Fortune’s most admired companiesin America3

n Financial Strength ratings4 among the highest in any industry:

– AAA rating from Standard & Poor’s Corporation(Extremely Strong)

– A++ rating from A.M. Best Company (Superior)

– Aa1 rating from Moody’s Investors Services Inc.(Excellent)

– AAA rating from Fitch (Exceptionally Strong).

MASSMUTUAL RETIREMENT SERVICES

n Nearly 60 years serving retirement plans

n $30.6 billion in assets under management as of12/31/2004

n More than 965,000 participants and 4,600 clients

MassMutual’s financial strength and expertise are evidenceof our commitment to clients and the services we provide.With the continued consolidation of retirement servicesproviders, your clients need products and services theycan trust to withstand change in the marketplace. Our financial ratings4 set us apart from many of ourcompetitors. Offer your clients a solution from a companythey can rely on.

I N T E G R I T YThis virtue has been the foundation of MassMutual’sbusiness practices since Massachusetts Mutual Life

Insurance Company was founded more than 150 years ago. MassMutualholds its employees to the highest ethical and fiduciary standards, andsupports legislative and regulatory efforts to implement policies thatprotect investors. We are proud of our reputation as a forward-thinkingcompany that remains true to its conservative nature. This helps us tocontinue on our path of outstanding performance and financial strength.

Integrity. In today’s business environment, it matters more than ever.

1 Assets under management as of March 31, 2005. Assets under management include assets and certain external investmentfunds managed by our subsidiaries.

2 Fortune Magazine, April 2005.3 Fortune Magazine, March 2005.4 Ratings are for Massachusetts Mutual Life Insurance Company as of 7/01/05 and are subject to change.

1

MANAGING DIRECTORS5

Our Managing Directors are experts in the retirementindustry and in MassMutual retirement products andservices, spanning the 401(k), not-for-profit, definedbenefit, Taft-Hartley and non-qualified market segments.They actively reach out to you with periodic updatesabout MassMutual and provide perspectives on industryhappenings. Ready to respond to you at any time, think of them as an important resource to help you build your business.

THE TRANSITION TEAM

MassMutual offers an industry-leading, efficient conver-sion process managed by experienced professionals whofocus on every detail of the transition. They understandthe value you bring to the table, and will keep you asinformed of the process as you want to be.

You don’t have to get involved in the time-consumingadministrative tasks that go along with the conversionprocess. MassMutual’s dedicated conversion team istrained in all aspects of plan administration. The assignedtransition manager plans, installs and facilitates a smoothtransfer from the prior record keeper, keeping both youand your client updated during weekly conference calls.

Set apart from other providers in the industry,MassMutual’s cutting-edge infrastructure allows for aseamless conversion period. We were the first in theindustry to complete a “zero blackout” conversion and

strive to limit the blackout period on every plan we convertto no more than 24 hours. Timely delivery of informationdecreases the number of questions you could get from thesponsor regarding a process that is in our hands.

RELATIONSHIP MANAGERS

MassMutual’s relationship managers understand theretirement business inside and out. As the “go-to” peoplefor virtually all of your needs, they are committed toserving you and your clients. Dedicated relationshipmanagers can provide you with comprehensive detailsabout your client, and work in coordination with you toassess plan health and provide effective and efficientsolutions to recognized challenges – e.g., a communica-tions program targeted to increase low participation rates.

Relationship Managers take the time to continuouslymonitor their clients’ plans and provide proactive strategicplanning. A Relationship Manager participates on everytechnology or services enhancement project to help ensurethe needs of you and your clients are met. The insight theyprovide is crucial to the success of new initiatives.

COMMUNICATION SPECIALISTS

We understand that many financial professionals conductenrollment and investment education meetings for theirclient’s participants. MassMutual can assist you or facili-tate the process by providing a dedicated, seasoned staffof communication specialists that you can tap into whennecessary. If you are requested to be in two places at

P E O P L EEmploying the right people is vital to the success of any

business. At MassMutual, our people form the roots of our

retirement programs. Our associates appreciate how important you are to the sales

process, and are committed to serving you so you can better serve your clients.

Personalized service is the key to every product and service MassMutual

offers, and like you, we have the experience and expertise to deliver better plan

services to sponsors and participants.

2

5 Managing directors are registered representatives of MML Investors Services, Inc., 1295 State Street, Springfield, MA 01111.

once, or would like to take advantage of our services, ourcommunication specialists will be happy to step in andmeet with participants to deliver our revolutionary partici-pant education programs. They are also available to team-teach with you, providing extra support to your clients.Again, the level of involvement is up to you – just knowwe are there if you need us.

MASSMUTUAL ERISA ADVISORY SERVICESSM

It is a challenging time in the financial services industry,where the regulatory landscape is evolving constantly.Plan sponsors have the leading role in maintaining theircompany’s ERISA-qualified retirement plan. We monitorthe marketplace, and do our homework, so we can provideyou and your clients with comprehensive, yet understand-able information on ERISA, tax and plan testing issues –as well as other regulatory issues. We have materials tohelp you offer consultation on this topic. We offer aFiduciary Review Kit, which contains tools such as a404(c) compliance guide and checklist, comparison charts,calendars, and more.

We take it one step further. As plan fiduciaries, sponsorsneed to understand their roles and liabilities and we takethis to heart. You benefit from a dedicated consultant,assigned to your client’s service team, to help ensure404(c) compliance and help with plan design. This personis on hand to answer your questions and provide assistancearound regulatory issues.

CLIENT ADVISORY COMMITTEE

When it comes to input about our retirement products andservices, we want to make sure we hear it right from thesource – the plan sponsors. Back in 2004, we implementedthe Client Advisory Committee (CAC), which consists ofplan sponsors from both large and small markets in variousindustries. Members of the CAC are asked to providefeedback, as well as help MassMutual assess their current and future plan administration and service needs.We want you to know that we won’t lose sight of ourcommitment to enhancing our retirement solutions foryou. Using this input, MassMutual’s product and servicescontinue to evolve above and beyond their current states.

Account Managers and CustomerService Representatives

You can spend time focusing on growing your businessbecause our knowledgeable customer service representa-tives handle the daily operations of your clients. Theseassociates strive to exceed the expectations of you, yourclients and their participants every day. Each client isassigned an account manager to oversee the plan andanswer administrative questions. Our customer servicerepresentatives in our call center are available to answerparticipants’ questions from 8 a.m. to 8 p.m EST –reducing the workload of your clients.

3

The of Uncompromising Service

4

MASSMUTUAL PREMIER FUNDS ANDMASSMUTUAL SELECT FUNDS

The MassMutual Funds are the cornerstone of our invest-ment line-up and comprise two families: MassMutualPremier Funds and MassMutual Select Funds.MassMutual affiliates Babson Capital Management andOppenheimerFunds serve as portfolio managers for theMassMutual Premier Funds. Unaffiliated asset managers,including boutique, institutional and well-known namesfrom across the industry, handle portfolio managementresponsibilities for the MassMutual Select Funds. Theseinvestment options feature a sub-advised structure inwhich MassMutual serves as the overall investmentadvisor, with these specialized investment companieshandling the day-to-day management of the assets. These funds span the broad spectrum of asset classesand investment styles.

MassMutual offers two approaches to investing in theMassMutual Funds: a group annuity contract or a regis-tered platform. The registered product offers direct accessto mutual funds, while the group annuity product offersseparate investment accounts that invest in many of thesame mutual funds offered through the registered product.

THE POWER OF THE SUB-ADVISED STRUCTURE

MassMutual’s sub-advised platform offers some importantfeatures that other structures may be unable to provide. Thefollowing is a list of the benefits of a sub-advised structure:

n MassMutual has the flexibility to seek out the bestavailable managers from throughout the investmentmanagement universes.

n We select sub-advisors based on our own carefullydeveloped, meticulous selection process.

n We have direct access to portfolio managers, whichallows us to oversee their holdings and managementactivity and provide reporting for you and your clients.

n Our investment options are retirement-focused andonly available to MassMutual retirement plans andaccounts. Because of this, they may not be as vulner-able to the cash flow fluctuations that often affectfunds that include non-retirement account assets. Bycontrolling access to these options, we can monitormarket timing and redemptions more effectively.

n We can replace management firms seamlessly, whennecessary, with virtually no disruption to the sponsoror participant.

n Our due diligence process provides constant and consistent oversight of the investment subadvisors weselect. Plus, we provide fiduciary indemnification on ourMassMutual Funds – a benefit to you and your clients.

While our sub-advised process grants us access to moreresources than most retail complexes, it also enables usto share this information with you. We hear informationfirst-hand and provide custom reporting that can help youconduct your reviews for those clients who rely on yourinvestment due diligence process.

I N V E S T M E N T SAs a seasoned investment professional, you may have your owninvestment selection process that works. Know that if you wantassistance, our investment professionals are here to team up with you.

You are challenged with providing an investment program that helps sponsors fulfilltheir fiduciary obligations while allowing plan participants to pursue their retirementgoals. For these reasons, we offer the MassMutual Investment Program, which featuresinvestment options anchored by the sub-advised MassMutual Funds6 along with a carefully selected array of additional retail investment options.

6 MassMutual Funds is a marketing designation for the MassMutual Premier Funds and MassMutual Select Funds and is not the legalname for these two fund families or the underlying mutual funds offered.

5

MASSMUTUAL’S DUE DILIGENCE PROCESS

When it comes to the MassMutual Funds, MassMutualadds value to the sub-advised approach by bringing anexceptionally rigorous due diligence process to bear onthe sub-advisors we hire to manage our investmentoptions. Our line-up includes some of the most well-regarded managers in the business – managers who have historically put up a track record of success in theirchosen discipline and have proven to us they should bepart of our line-up. Past performance is not a guarantee of future results. Therefore, we rely on a forward-lookingprocess that focuses on the future – rather than just onpast performance to ensure the retirement plan’s investmentportfolio is positioned to take advantage of all marketopportunities. We monitor our managers on a daily,monthly, quarterly and yearly basis – using a wide rangeof metrics according to strict quantitative and qualitativestandards. We keep you informed with regular reportsbased on constant analysis.

MASSMUTUAL – AN INVESTMENT FIDUCIARY

With the MassMutual Funds, we can help you and yourclients fulfill fiduciary roles by putting our due diligencecapabilities to work for your benefit. We take responsibilityfor the initial selection, ongoing monitoring and retentionor replacement of the sub-advisors to the MassMutualFunds. We back this up in writing by providing indemnifica-tion for losses resulting in the event we fail to performthis role as promised. In addition, we offer assistance indeveloping a sound and consistent Investment PolicyStatement. You and your clients can rely on our integrityand expertise.

A TEAM OF EXPERIENCED INVESTMENTPROFESSIONALS

Our expert team of Chartered Financial Analyst®

Charterholders and candidates for this designation are theheart of our due diligence process. They analyze, selectand monitor the investment managers for the program andhave the expertise and awareness to understand goals,objectives and fiduciary responsibilities. They have the

knowledge and tools to assess portfolio manager perform-ance and management activities. The work this team doesprovides an additional layer of oversight to help you helpplan sponsors meet their fiduciary obligations.

Lifestyle Investment Options

MassMutual offers different lifestyle investment strategies.The MassMutual Select Destination Retirement Seriesprovides participants professional investment managementand monitoring as well as diversification – all in oneinvestment. Based on a target retirement date, the mostimportant feature is a professionally managed, automaticroll down process that seamlessly invests more conserva-tively as retirement nears. Other Lifestyle Asset AllocationStrategies are available that invest in some combination ofstocks, bonds and money market securities. These includebalanced, risk-focused and retirement-date-focused options.

A Defined Benefit to You

Our Asset/Liability Management Service leverages ourexpertise in analyzing defined benefit liabilities and usesthe capital market assumptions from a leading expert inasset allocation. Using this information, we can provideyou and your clients with an investment solution designedto increase the probability of generating an optimal rateof return at a manageable level of risk. We can worktogether to develop and refine an appropriate asset alloca-tion strategy to meet the plan’s future funding liabilities.Additionally, we offer the benefit of ongoing guidancethrough MassMutual’s Discretionary Asset ManagementService, which provides you with information and analysisto strengthen your position as being actively involved indeveloping, monitoring and adjusting the asset allocationbased on changing economic and market conditions.

“I feel like I am taking a final exam4 times a year.”

– Mark Seferovich, Portfolio Manager Select Small Cap Growth (Waddell and Reed)

“MassMutual asks tough, thought-provoking questions onbehalf of their clients – they leave no stone unturned.”

– Peter Hable, Portfolio Co-Manager, Select Strategic Balanced (Salomon/Western Asset)

6

We can work closely with you as a key expert to deter-mine the most appropriate strategy to design effectivecommunications campaigns. The relationship managerand seasoned communication professionals coordinateimplementation and ongoing strategies with your inputand direction.

PARTICIPANT COMMUNICATIONS THAT MAKEYOU A PROBLEM SOLVER

People are inundated with information so it’s importantthat our communications speak to participants in ameaningful way. We knew the traditional, off-the-shelfmethod of communicating with participants about theimportance of retirement planning was not effectiveenough, and sponsors wanted more help. Enter ourbehavioral approach to participant communications.

THE BEHAVIORAL APPROACH

At MassMutual, we continue to look for ways to helpparticipants effectively reach their retirement goals.Lumping employees together based on their age or jobtitle can be ineffective because these demographics donot necessarily correlate to how employees feel aboutsaving and investing. People act differently based onexperience (vast or limited; positive or negative). Thisreaction is the emotional component of investing and canrange from confident to apprehensive, cutting acrossdemographic clusters of income, education, age andgender. By targeting behavior, our materials reach out toparticipants in a way that’s comfortable and consistentwith their personal approach and prepares them for thefuture. We believe providing investing solutions according

to a person’s comfort level will help prepare employees toenroll and allocate contributions appropriately. How doesthis relate to you? A healthier plan means a happier client.

PREPARED USASM

Preparing for retirement can be viewedas an interruption and a daunting task for some employees. We’ve built ourbehavioral approach around the theme“Prepared USA,” which portrays prepara-

tion as a destination where an employee can find comfort,confidence and the peace of mind that comes with takingpositive steps toward preparing for retirement. Our behavioralapproach offers the following solutions at different levels ofinterest and expertise, and enables participants to pick thepath to Prepared USA that’s right for them:

n I know the way to Prepared USA is for employeeswho like investing. We offer research and fact gatheringand direct them to investment options from which to choose.

n I’d like a map to Prepared USA is for employees who want guidance when choosing retirement planinvestments. We offer guidance from MorningstarAssociates, a risk quiz and custom portfolios built fromthe investments in their plan.

n Show me the way to Prepared USA is for employeeswho have little to no experience in investing –theywant experts to show them the way quickly and easily.These employees can be directed to appropriate assetallocation investment solutions available in their plan.

C O M M U N I C AT I O N SOur revolutionary communication programs are designed to generate

awareness and a call to action for both participants and the sponsors.

These programs are also designed to accommodate you, depending on the level of

involvement you desire. You determine how and when to be involved in the development

and execution of a participant communications strategy. Direct mail, electronic and

face-to-face communications (including communication and investment meetings) can be

used to introduce MassMutual and promote the benefits of saving for retirement. You can

conduct all meetings or MassMutual can assist with these sessions.

7

CAMPAIGN MANAGEMENT

You and your MassMutual representative can initiatecampaigns targeted to different actions, (e.g. transition,enrollment, deferrals, investments, etc.). These campaignsare supported by sophisticated campaign managementsoftware that enables MassMutual relationship managersto examine plan data for trends; automate distribution ofmaterials and messages; and provide you and your clientswith detailed measurement of participant activity andcampaign results. Relationship and account managers canwork directly with you to take a look at this informationand recommend an aggressive campaign to helpemployees take positive steps toward planning for retire-ment. We can track the success metrics of each campaignand work with you to make necessary adjustments foreven more success in the future. This makes you aproblem solver to your clients.

E4 – ELECTRONIC ENHANCED ENROLLMENTEXPERIENCE

We are empowered by the behavioral approach to reachparticipants. We’ve taken this energy to another level anddeveloped e4, a wireless enrollment program and aninnovative extension of Prepared USASM. e4 is a fun,intuitive, and simple experience for participants –empowering them to take action and save for retirementduring enrollment meetings.

Using state of the art technology, e4 creates a wirelessnetwork in the classroom. Each participant will receive apocket PC loaded with his or her personalized plan data touse during the meeting. The MassMutual communicationspecialists will have a special handheld device, along

with an easy to follow presentation, to walk participantsthrough the investment education and enrollmentprocesses – while being able to react in real time toaction taken by participants. Your sponsors benefitbecause their participants can enroll at the meeting,alleviating paperwork and questions.

During our pilot e4 meetings, enrollment rates have beenas high as 80%.

PARTICIPANT INFORMATION SERVICES

By calling our FLASHsm toll-free telephone line, availablein English and Spanish, participants can quickly accessautomated information or speak with a knowledgeablecustomer service representative in our ParticipantInformation Center. Multi-lingual support is available.Using The JourneySM, MassMutual’s award-winning partic-ipant Web site, participants can access comprehensiveinformation about their retirement plan and account, 24 hours a day, seven days a week.

Sponsor Communications – A Packageof Solutions for Your Clients

We offer materials for you to provide your clients aboutMassMutual’s products and services. Our highly creativecommunication professionals have made it easy for youthrough the development of a strategic selling system –creating materials that bring to life our various productlines and services. The system is designed for you tostrategically select brochures and flyers around theindividual areas you’d like to highlight and package themin a folder for your sponsor.

The of Information

8

RECORDKEEPING AND ADMINISTRATION

From the time participants become eligible, until theyretire, MassMutual’s proprietary recordkeeping systemhandles the key administrative events. By eliminatingmany day-to-day processing tasks and automatingfunctions, you and your clients can focus on other business responsibilities. And, we won’t let our technology become obsolete – we continually enhance and upgrade our systems to improve services and keep plans in regulatory compliance.

TOTAL RETIREMENT CENTER – ONLINE TOOLSFOR YOU AND YOUR CLIENTS

Timely access to information and transactions are thefoundation of superior customer service. Designed fordynamic interactions, MassMutual’s plan sponsor Web site,the Total Retirement Center, provides easy access to secure,two-way, electronic information exchange capabilities. Thisblend of high technology and personalized service allowsthe administrative staff to focus on strategic planresponsibilities, instead of day-to-day processing.

The Total Retirement Center offers exceptional control andthe convenience of managing retirement plans from asingle Web site. The Total Retirement Center provides:

n Automated, electronic submission of contributions

n Easy transfers of demographic and compensation data

n The latest investment performance information

n Loan monitoring and administration

n Financial, participant, loan and other on-demand reports

n Automated e-mails alerting you and your sponsor ofimportant plan activity

n Detailed plan information and event summary

n Industry and compliance updates/alerts.

As mentioned above, plan sponsors can easily performdata transfers of demographic and compensation data.This capability interfaces seamlessly with MassMutual’scampaign management system. For example, by providingcomprehensive employee demographic files,MassMutual’s integrated systems can automatically:

n Calculate participant eligibility;

n Send out personalized enrollment materials; and

n Provide personalized action packages when a participant terminates or retires.

This technology is available to defined contribution –401(k), 403(b), and governmental 457(b), defined benefit andtotal retirement services plan sponsors. With permissionfrom your clients, you can have the ability to access all oftheir plan information on the TRC at your convenience.

OUR PARTICIPANT WEB SITE: THE JOURNEYSM

Using The JourneySM, MassMutual’s award-winningparticipant Web site, participants can access personalizedretirement plan information, execute transactions, reviewinvestment performance, initiate automatic rebalancing,model and request a loan, or plan for retirement.

T E C H N O L O G YManaging the retirement savings plan is probably just

one of your client’s many responsibilities. Therefore,

we know that it has to be easy to do business with us. Our technology is a

complement to our people because it provides seamless delivery –

making plan administration effective and easier for your clients.

On The JourneySM, 401(k), governmental 457(b), 403(b),and Taft-Hartley plan participants can access:

n statement on demand to view a statement for anyperiod up to one year within the past two years;

n general information and learn more about retirementand investing using Quick Study calculators and theMorningstar Learning Station;

n investment performance or the details of investmentoptions, including profiles and analysis prepared byMorningstar Inc.; and

n guidance and advice tools from MorningstarAssociates7, where participants who need more helpin making investment decisions can get personalizedrecommendations for the most appropriate retirementgoal, savings rate, and investment selection.

For defined benefit clients, active and terminated vested participants, and retirees have online access to projections. Participants can enter their expectedretirement date or retirement age to view monthly benefit projections. With an unlimited number of scenarios available, these modeling tools make thedefined benefit plan come alive to participants.

The Journey alleviates work for you and your clients, and keeps participants informed.

ONLINE RESOURCES SPECIFICALLY FOR YOU

MassMutual has designed a Web site, located atwww.massmutual.com/retire, specifically to includeinformation dedicated to financial professionals. You can quickly and easily browse the site to learn aboutMassMutual’s products and services, and download full-color marketing materials, including product guidesand sponsor-ready brochures.

MassMutual is a company that isbuilt on a foundation of trust, honor,integrity and an ongoing loyalty toyou. We put our people, technology,investments and communications towork so that together, we have thepower to prepare sponsors andparticipants with a comprehensiveretirement program.

To learn more about howMassMutual can help you growyour business, get in touch with a MassMutual RetirementServices sales associate or call 1-888-877-7084.

The of High Tech –High Touch

7 Morningstar Associates, LLC, is a registered investmentadviser and a wholly owned subsidiary of Morningstar, Inc.,and is not itself a NASD member firm.

9

RS2619 106C:05426-01

©2006 Massachusetts Mutual Life Insurance Company, Springfield, MA. All rights reserved. MassMutual Financial Group is a marketing designation (or fleet name) for Massachusetts Mutual Life Insurance Company(MassMutual) [of which Retirement Services is a division] and its affiliates.Securities offered through registered representatives of MML Investors Services, Inc., 1295 State Street Springfield, MA 01111.

Investors should consider an investment’s objectives, risks, charges and expenses carefully before investing. For this and other information, see a fact sheet or the applicableprospectus available by calling 1-888-309-3539. Read it carefully before investing.

Massachusetts Mutual Life Insurance Company and affiliates, Springfield, MA 01111-0001 www.massmutual.com