Incorporated/Organized 05/15/1851 Commenced Business 08/01/1851. (Street and Number) Springfield, MA 01111,

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1 LIFE AND ACCIDENT AND HEALTH COMPANIES - ASSOCIATION EDITION ANNUAL STATEMENT FOR THE YEAR ENDED DECEMBER 3, 009 OF THE CONDITION AND AFFAIRS OF THE Massachusetts Mutual Life Insurance Company NAIC Group Code NAIC Company Code Employer's ID Number (Current) (Prior) Organized under the Laws of Massachusetts, State of Domicile or Port of Entry Massachusetts Country of Domicile United States of America Incorporated/Organized 05/5/85 Commenced Business 08/0/85 Statutory Home Office 95 State Street, Springfield, MA 0 (Street and Number) (City or Town, State and Zip Code) Main Administrative Office 95 State Street (Street and Number) Springfield, MA 0, (City or Town, State and Zip Code) (Area Code) (Telephone Number) Mail Address 95 State Street, Springfield, MA 0 (Street and Number or P.O. Box) (City or Town, State and Zip Code) Primary Location of Books and Records 95 State Street (Street and Number) Springfield, MA 0, (City or Town, State and Zip Code) (Area Code) (Telephone Number) Internet Website Address Statutory Statement Contact Joseph T. Olesky, (Name) (Area Code) (Telephone Number) jolesky@massmutual.com, ( Address) (FAX Number) OFFICERS President and Chief Operating Officer Roger William Crandall Treasurer Todd Garett Picken Secretary Christine Carole Peaslee # Actuary Isadore Jermyn OTHER Michael Thomas Rollings Executive Vice President and Chief Financial Officer Thomas Michael Finke Executive Vice President and Chief Investment Officer Stuart Harry Reese Chairman and Chief Executive Officer Mark Douglas Roellig Executive Vice President and General Counsel Elaine Ann Sarsynski Executive Vice President Michael Robert Fanning Executive Vice President DIRECTORS OR TRUSTEES Stuart Harry Reese - Chairman Thomas Corcoran Barry Kathleen Ann Corbet Roger William Crandall James Henry DeGraffenreidt, Jr Patricia Diaz Dennis William Ben Ellis Robert Alan Essner - Lead Director Robert Michael Furek Raymond Walter LeBoeuf John Floyd Maypole Cathy Elizabeth Minehan # Marc Francis Racicot William Taylor Spitz State of County of Massachusetts Hampden SS: The officers of this reporting entity being duly sworn, each depose and say that they are the described officers of said reporting entity, and that on the reporting period stated above, all of the herein described assets were the absolute property of the said reporting entity, free and clear from any liens or claims thereon, except as herein stated, and that this statement, together with related exhibits, schedules and explanations therein contained, annexed or referred to, is a full and true statement of all the assets and liabilities and of the condition and affairs of the said reporting entity as of the reporting period stated above, and of its income and deductions therefrom for the period ended, and have been completed in accordance with the NAIC Annual Statement Instructions and Accounting Practices and Procedures manual except to the extent that: () state law may differ; or, () that state rules or regulations require differences in reporting not related to accounting practices and procedures, according to the best of their information, knowledge and belief, respectively. Furthermore, the scope of this attestation by the described officers also includes the related corresponding electronic filing with the NAIC, when required, that is an exact copy (except for formatting differences due to electronic filing) of the enclosed statement. The electronic filing may be requested by various regulators in lieu of or in addition to the enclosed statement. Roger William Crandall Christine Carole Peaslee Todd Garett Picken President and Chief Operating Officer Secretary Treasurer a. Is this an original filing? Yes [ X ] No [ ] Subscribed and sworn to before me this b. If no, day of. State the amendment number. Date filed 3. Number of pages attached

2 ASSETS Assets Current Year Nonadmitted Assets 3 Net Admitted Assets (Cols. - ) Prior Year 4 Net Admitted Assets. Bonds (Schedule D). Stocks (Schedule D):. Preferred stocks. Common stocks 3. Mortgage loans on real estate (Schedule B): 3. First liens 3. Other than first liens 4. Real estate (Schedule A): 4. Properties occupied by the company (less $ encumbrances) 4. Properties held for the production of income (less $ encumbrances) 4.3 Properties held for sale (less $ encumbrances) 5. Cash ($, Schedule E - Part ), cash equivalents ($, Schedule E - Part ) and short-term investments ($, Schedule DA) 6. Contract loans (including $ premium notes) 7. Other invested assets (Schedule BA) 8. Receivables for securities 9. Aggregate write-ins for invested assets 0. Subtotals, cash and invested assets (Lines to 9). Title plants less $ charged off (for Title insurers only). Investment income due and accrued 3. Premiums and considerations: 3. Uncollected premiums and agents' balances in the course of collection 3. Deferred premiums and agents' balances and installments booked but deferred and not yet due (including $ earned but unbilled premiums) 3.3 Accrued retrospective premiums 4. Reinsurance: 4. Amounts recoverable from reinsurers 4. Funds held by or deposited with reinsured companies 4.3 Other amounts receivable under reinsurance contracts 5. Amounts receivable relating to uninsured plans 6. Current federal and foreign income tax recoverable and interest thereon 6. Net deferred tax asset 7. Guaranty funds receivable or on deposit 8. Electronic data processing equipment and software 9. Furniture and equipment, including health care delivery assets ($ ) 0. Net adjustment in assets and liabilities due to foreign exchange rates. Receivables from parent, subsidiaries and affiliates. Health care ($ ) and other amounts receivable 3. Aggregate write-ins for other than invested assets 4. Total assets excluding Separate Accounts, Segregated Accounts and Protected Cell Accounts (Lines 0 to 3) 5. From Separate Accounts, Segregated Accounts and Protected Cell Accounts 6. Total (Lines 4 and 5) DETAILS OF WRITE-INS Summary of remaining write-ins for Line 9 from overflow page Totals (Lines 090 thru 0903 plus 0998)(Line 9 above) ! 303. " # 398. Summary of remaining write-ins for Line 3 from overflow page 399. Totals (Lines 30 thru 303 plus 398)(Line 3 above)

3 LIABILITIES, SURPLUS AND OTHER FUNDS Current Year Prior Year. Aggregate reserve for life contracts $ (Exh. 5, Line ) less $ included in Line 6.3 (including $ Modco Reserve). Aggregate reserve for accident and health contracts (Exhibit 6, Line 7, Col. ) (including $ Modco Reserve) 3. Liability for deposit-type contracts (Exhibit 7, Line 4, Col. ) (including $ Modco Reserve) 4. Contract claims: 4. Life (Exhibit 8, Part, Line 4.4, Col. less sum of Cols. 9, 0 and ) 4. Accident and health (Exhibit 8, Part, Line 4.4, sum of Cols. 9, 0 and ) 5. Policyholders dividends $ and coupons $ due and unpaid (Exhibit 4, Line 0) 6. Provision for policyholders dividends and coupons payable in following calendar year - estimated amounts: 6. Dividends apportioned for payment (including $ Modco) 6. Dividends not yet apportioned (including $ Modco) 6.3 Coupons and similar benefits (including $ Modco) 7. Amount provisionally held for deferred dividend policies not included in Line 6 8. Premiums and annuity considerations for life and accident and health contracts received in advance less $ discount; including $ accident and health premiums (Exhibit, Part, Col., sum of lines 4 and 4) 9. Contract liabilities not included elsewhere: 9. Surrender values on canceled contracts 9. Provision for experience rating refunds, including $ accident and health experience rating refunds 9.3 Other amounts payable on reinsurance including $ assumed and $ ceded 9.4 Interest maintenance reserve (IMR, Line 6) 0. Commissions to agents due or accrued-life and annuity contracts $ accident and health $ and deposit-type contract funds $. Commissions and expense allowances payable on reinsurance assumed. General expenses due or accrued (Exhibit, Line, Col. 6) 3. Transfers to Separate Accounts due or accrued (net) (including $ accrued for expense allowances recognized in reserves, net of reinsured allowances) 4. Taxes, licenses and fees due or accrued, excluding federal income taxes (Exhibit 3, Line 9, Col. 5) 5. Current federal and foreign income taxes including $ on realized capital gains (losses) 5. Net deferred tax liability 6. Unearned investment income 7. Amounts withheld or retained by company as agent or trustee 8. Amounts held for agents'account, including $ agents'credit balances 9. Remittances and items not allocated 0. Net adjustment in assets and liabilities due to foreign exchange rates. Liability for benefits for employees and agents if not included above. Borrowed money $ and interest thereon $ 3. Dividends to stockholders declared and unpaid 4. Miscellaneous liabilities: 4. Asset valuation reserve (AVR, Line 6, Col. 7) 4. Reinsurance in unauthorized companies 4.3 Funds held under reinsurance treaties with unauthorized reinsurers 4.4 Payable to parent, subsidiaries and affiliates 4.5 Drafts outstanding 4.6 Liability for amounts held under uninsured plans 4.7 Funds held under coinsurance 4.8 Payable for securities 4.9 Capital notes $ and interest thereon $ 5. Aggregate write-ins for liabilities 6. Total Liabilities excluding Separate Accounts business (Lines to 5) 7. From Separate Accounts Statement 8. Total Liabilities (Lines 6 and 7) 9. Common capital stock 30. Preferred capital stock 3. Aggregate write-ins for other than special surplus funds 3. Surplus notes 33. Gross paid in and contributed surplus (Page 3, Line 33, Col. plus Page 4, Line 5., Col. ) 34. Aggregate write-ins for special surplus funds 35. Unassigned funds (surplus) 36. Less treasury stock, at cost: 36. shares common (value included in Line 9 $ ) 36. shares preferred (value included in Line 30 $ ) 37. Surplus (Total Lines ) (including $ in Separate Accounts Statement) 38. Totals of Lines 9, 30 and 37 (Page 4, Line 55) 39. Totals of Lines 8 and 38 (Page, Line 6, Col. 3) DETAILS OF WRITE-INS Summary of remaining write-ins for Line 5 from overflow page 599. Totals (Lines 50 thru 503 plus 598)(Line 5 above) Summary of remaining write-ins for Line 3 from overflow page 399. Totals (Lines 30 thru 303 plus 398)(Line 3 above) 340.!"" "#"$ %"&'((!) 340. " # " #& Summary of remaining write-ins for Line 34 from overflow page Totals (Lines 340 thru 3403 plus 3498)(Line 34 above) 3

4 SUMMARY OF OPERATIONS Current Year Prior Year. Premiums and annuity considerations for life and accident and health contracts (Exhibit, Part, Line 0.4, Col., less Col. ). Considerations for supplementary contracts with life contingencies 3. Net investment income (Exhibit of Net Investment Income, Line 7) 4. Amortization of interest maintenance reserve (IMR, Line 5) 5. Separate Accounts net gain from operations excluding unrealized gains or losses 6. Commissions and expense allowances on reinsurance ceded (Exhibit, Part, Line 6., Col. ) 7. Reserve adjustments on reinsurance ceded 8. Miscellaneous Income: 8. Income from fees associated with investment management, administration and contract guarantees from Separate Accounts 8. Charges and fees for deposit-type contracts 8.3 Aggregate write-ins for miscellaneous income 9. Total (Lines to 8.3) 0. Death benefits. Matured endowments (excluding guaranteed annual pure endowments). Annuity benefits (Exhibit 8, Part, Line 6.4, Cols ) 3. Disability benefits and benefits under accident and health contracts 4. Coupons, guaranteed annual pure endowments and similar benefits 5. Surrender benefits and withdrawals for life contracts 6. Group conversions 7. Interest and adjustments on contract or deposit-type contract funds 8. Payments on supplementary contracts with life contingencies 9. Increase in aggregate reserves for life and accident and health contracts 0. Totals (Lines 0 to 9). Commissions on premiums, annuity considerations, and deposit-type contract funds (direct business only) (Exhibit, Part, Line 3, Col. ). Commissions and expense allowances on reinsurance assumed (Exhibit, Part, Line 6., Col. ) 3. General insurance expenses (Exhibit, Line 0, Cols.,, 3 and 4) 4. Insurance taxes, licenses and fees, excluding federal income taxes (Exhibit 3, Line 7, Cols ) 5. Increase in loading on deferred and uncollected premiums 6. Net transfers to or (from) Separate Accounts net of reinsurance 7. Aggregate write-ins for deductions 8. Totals (Lines 0 to 7) 9. Net gain from operations before dividends to policyholders and federal income taxes (Line 9 minus Line 8) 30. Dividends to policyholders 3. Net gain from operations after dividends to policyholders and before federal income taxes (Line 9 minus Line 30) 3. Federal and foreign income taxes incurred (excluding tax on capital gains) 33. Net gain from operations after dividends to policyholders and federal income taxes and before realized capital gains or (losses) (Line 3 minus Line 3) 34. Net realized capital gains (losses) (excluding gains (losses) transferred to the IMR) less capital gains tax of $ (excluding taxes of $ transferred to the IMR) 35. Net income (Line 33 plus Line 34) CAPITAL AND SURPLUS ACCOUNT 36. Capital and surplus, December 3, prior year (Page 3, Line 38, Col. ) 37. Net income (Line 35) 38. Change in net unrealized capital gains (losses) less capital gains tax of $ 39. Change in net unrealized foreign exchange capital gain (loss) 40. Change in net deferred income tax 4. Change in nonadmitted assets 4. Change in liability for reinsurance in unauthorized companies 43. Change in reserve on account of change in valuation basis, (increase) or decrease (Exh. 5A, Line , Col. 4) 44. Change in asset valuation reserve 45. Change in treasury stock (Page 3, Lines 36. and 36., Col. minus Col. ) 46. Surplus (contributed to) withdrawn from Separate Accounts during period 47. Other changes in surplus in Separate Accounts Statement 48. Change in surplus notes 49. Cumulative effect of changes in accounting principles 50. Capital changes: 50. Paid in 50. Transferred from surplus (Stock Dividend) 50.3 Transferred to surplus 5. Surplus adjustment: 5. Paid in 5. Transferred to capital (Stock Dividend) 5.3 Transferred from capital 5.4 Change in surplus as a result of reinsurance 5. Dividends to stockholders 53. Aggregate write-ins for gains and losses in surplus 54. Net change in capital and surplus for the year (Lines 37 through 53) 55. Capital and surplus, December 3, current year (Lines ) (Page 3, Line 38) DETAILS OF WRITE-INS Summary of remaining write-ins for Line 8.3 from overflow page Totals (Lines thru plus )(Line 8.3 above) 70.! "# "$!# 70. % &# 703. '&## (%) 798. Summary of remaining write-ins for Line 7 from overflow page 799. Totals (Lines 70 thru 703 plus 798)(Line 7 above) 530. * +!",,-) 530..&# & Summary of remaining write-ins for Line 53 from overflow page Totals (Lines 530 thru 5303 plus 5398)(Line 53 above) 4

5 CASH FLOW Current Year Prior Year Cash from Operations. Premiums collected net of reinsurance. Net investment income 3. Miscellaneous income 4. Total (Lines through 3) 5. Benefit and loss related payments 6. Net transfers to Separate Accounts, Segregated Accounts and Protected Cell Accounts 7. Commissions, expenses paid and aggregate write-ins for deductions 8. Dividends paid to policyholders 9. Federal and foreign income taxes paid (recovered) net of $ tax on capital gains (losses) 0. Total (Lines 5 through 9). Net cash from operations (Line 4 minus Line 0) Cash from Investments. Proceeds from investments sold, matured or repaid:. Bonds. Stocks.3 Mortgage loans.4 Real estate.5 Other invested assets.6 Net gains or (losses) on cash, cash equivalents and short-term investments.7 Miscellaneous proceeds.8 Total investment proceeds (Lines. to.7) 3. Cost of investments acquired (long-term only): 3. Bonds 3. Stocks 3.3 Mortgage loans 3.4 Real estate 3.5 Other invested assets 3.6 Miscellaneous applications 3.7 Total investments acquired (Lines 3. to 3.6) 4. Net increase (decrease) in contract loans and premium notes 5. Net cash from investments (Line.8 minus Line 3.7 minus Line 4) Cash from Financing and Miscellaneous Sources 6. Cash provided (applied): 6. Surplus notes, capital notes 6. Capital and paid in surplus, less treasury stock 6.3 Borrowed funds 6.4 Net deposits on deposit-type contracts and other insurance liabilities 6.5 Dividends to stockholders 6.6 Other cash provided (applied) 7. Net cash from financing and miscellaneous sources (Lines 6. to 6.4 minus Line 6.5 plus Line 6.6) RECONCILIATION OF CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS 8. Net change in cash, cash equivalents and short-term investments (Line, plus Lines 5 and 7) 9. Cash, cash equivalents and short-term investments: 9. Beginning of year 9. End of year (Line 8 plus Line 9.) Note: Supplemental disclosures of cash flow information for non-cash transactions: ! " "! "!# $%&'(! )( * ((%,('! * 5

6 Note: Supplemental disclosures of cash flow information for non-cash transactions:

7 6 ANNUAL STATEMENT FOR THE YEAR 009 OF THE Massachusetts Mutual Life Insurance Company ANALYSIS OF OPERATIONS BY LINES OF BUSINESS Ordinary 6 Group Accident and Health Aggregate of All Total Industrial Life Life Insurance Individual Annuities Supplementary Contracts Credit Life (Group and Individual) Life Insurance (a) Annuities Group Credit (Group and Individual) Other Other Lines of Business. Premiums and annuity considerations for life and accident and health contracts. Considerations for supplementary contracts with life contingencies 3. Net investment income 4. Amortization of Interest Maintenance Reserve (IMR) 5. Separate Accounts net gain from operations excluding unrealized gains or losses 6. Commissions and expense allowances on reinsurance ceded 7. Reserve adjustments on reinsurance ceded 8. Miscellaneous Income: 8. Fees associated with income from investment management, administration and contract guarantees from Separate Accounts 8. Charges and fees for deposit-type contracts 8.3 Aggregate write-ins for miscellaneous income 9. Totals (Lines to 8.3) 0. Death benefits. Matured endowments (excluding guaranteed annual pure endowments). Annuity benefits 3. Disability benefits and benefits under accident and health contracts 4. Coupons, guaranteed annual pure endowments and similar benefits 5. Surrender benefits and withdrawals for life contracts 6. Group conversions 7. Interest and adjustments on contract or deposit-type contract funds 8. Payments on supplementary contracts with life contingencies 9. Increase in aggregate reserves for life and accident and health contracts 0. Totals (Lines 0 to 9). Commissions on premiums, annuity considerations and deposit-type contract funds (direct business only). Commissions and expense allowances on reinsurance assumed 3. General insurance expenses 4. Insurance taxes, licenses and fees, excluding federal income taxes 5. Increase in loading on deferred and uncollected premiums 6. Net transfers to or (from) Separate Accounts net of reinsurance 7. Aggregate write-ins for deductions 8. Totals (Lines 0 to 7) 9. Net gain from operations before dividends to policyholders and federal income taxes (Line 9 minus Line 8) 30. Dividends to policyholders 3. Net gain from operations after dividends to policyholders and before federal income taxes (Line 9 minus Line 30) 3. Federal income taxes incurred (excluding tax on capital gains) 33. Net gain from operations after dividends to policyholders and federal income taxes and before realized capital gains or (losses) (Line 3 minus Line 3) DETAILS OF WRITE-INS Summary of remaining write-ins for Line 8.3 from overflow page Totals (Lines thru plus ) (Line 8.3 above) 70.!"!#$ " 70. %&$" 703. '$&""%( 798. Summary of remaining write-ins for Line 7 from overflow page 799. Totals (Lines 70 thru 703 plus 798) (Line 7 above) (a) Includes the following amounts for FEGLI/SGLI: Line, Line 0, Line 6, Line 3, Line 4

8 ANALYSIS OF INCREASE IN RESERVES DURING THE YEAR Ordinary 6 Group Total Industrial Life Life Insurance Individual Annuities Supplementary Contracts Credit Life (Group and Individual) Life Insurance 8 Annuities Involving Life or Disability Contingencies (Reserves) (Net of Reinsurance Ceded). Reserve December 3, prior year. Tabular net premiums or considerations 3. Present value of disability claims incurred XXX 4. Tabular interest 5. Tabular less actual reserve released 7 6. Increase in reserve on account of change in valuation basis 7. Other increases (net) 8. Totals (Lines to 7) 9. Tabular cost XXX 0. Reserves released by death XXX XXX XXX. Reserves released by other terminations (net). Annuity, supplementary contract and disability payments involving life contingencies 3. Net transfers to or (from) Separate Accounts 4. Total Deductions (Lines 9 to 3) 5. Reserve December 3, current year

9 EXHIBIT OF NET INVESTMENT INCOME Collected During Year Earned During Year. U.S. Government bonds (a). Bonds exempt from U.S. tax (a). Other bonds (unaffiliated) (a).3 Bonds of affiliates (a). Preferred stocks (unaffiliated) (b). Preferred stocks of affiliates (b). Common stocks (unaffiliated). Common stocks of affiliates 3. Mortgage loans (c) 4. Real estate (d) 5 Contract loans 6 Cash, cash equivalents and short-term investments (e) 7 Derivative instruments (f) 8. Other invested assets 9. Aggregate write-ins for investment income 0. Total gross investment income. Investment expenses (g). Investment taxes, licenses and fees, excluding federal income taxes (g) 3. Interest expense (h) 4. Depreciation on real estate and other invested assets (i) 5. Aggregate write-ins for deductions from investment income 6. Total deductions (Lines through 5) 7. Net investment income (Line 0 minus Line 6) DETAILS OF WRITE-INS Summary of remaining write-ins for Line 9 from overflow page Totals (Lines 090 thru 0903 plus 0998) (Line 9, above) Summary of remaining write-ins for Line 5 from overflow page 599. Totals (Lines 50 thru 503 plus 598) (Line 5, above) (a) Includes $ accrual of discount less $ amortization of premium and less $ paid for accrued interest on purchases. (b) Includes $ accrual of discount less $ amortization of premium and less $ paid for accrued dividends on purchases. (c) Includes $ accrual of discount less $ amortization of premium and less $ paid for accrued interest on purchases. (d) Includes $ for company s occupancy of its own buildings; and excludes $ interest on encumbrances. (e) Includes $ accrual of discount less $ amortization of premium and less $ paid for accrued interest on purchases. (f) Includes $ accrual of discount less $ amortization of premium. (g) Includes $. investment expenses and $ investment taxes, licenses and fees, excluding federal income taxes, attributable to segregated and Separate Accounts. (h) Includes $ interest on surplus notes and $ interest on capital notes. (i) Includes $ depreciation on real estate and $ depreciation on other invested assets. EXHIBIT OF CAPITAL GAINS (LOSSES) Total Realized Capital Gain (Loss) (Columns + ) Change in Unrealized Capital Gain (Loss) Change in Unrealized Foreign Exchange Capital Gain (Loss) Realized Gain (Loss) On Sales or Maturity Other Realized Adjustments. U.S. Government bonds. Bonds exempt from U.S. tax. Other bonds (unaffiliated).3 Bonds of affiliates. Preferred stocks (unaffiliated). Preferred stocks of affiliates. Common stocks (unaffiliated). Common stocks of affiliates 3. Mortgage loans 4. Real estate 5. Contract loans 6. Cash, cash equivalents and short-term investments 7. Derivative instruments 8. Other invested assets 9. Aggregate write-ins for capital gains (losses) 0. Total capital gains (losses) DETAILS OF WRITE-INS ! Summary of remaining write-ins for Line 9 from overflow page Totals (Lines 090 thru 0903 plus 0998) (Line 9, above) 8

10 9 ANNUAL STATEMENT FOR THE YEAR 009 OF THE Massachusetts Mutual Life Insurance Company EXHIBIT - PART - PREMIUMS AND ANNUITY CONSIDERATIONS FOR LIFE AND ACCIDENT AND HEALTH CONTRACTS Ordinary 5 Group Accident and Health Aggregate of All Total Industrial Life Life Insurance Individual Annuities Credit Life (Group and Individual) Life Insurance Annuities Group Credit (Group and Individual) Other Other Lines of Business FIRST YEAR (other than single). Uncollected. Deferred and accrued 3. Deferred, accrued and uncollected: 3. Direct 3. Reinsurance assumed 3.3 Reinsurance ceded 3.4 Net (Line + Line ) 4. Advance 5. Line Line 4 6. Collected during year: 6. Direct 6. Reinsurance assumed 6.3 Reinsurance ceded 6.4 Net 7. Line 5 + Line Prior year (uncollected + deferred and accrued - advance) 9. First year premiums and considerations: 9. Direct 9. Reinsurance assumed 9.3 Reinsurance ceded 9.4 Net (Line 7 - Line 8) SINGLE 0. Single premiums and considerations: 0. Direct 0. Reinsurance assumed 0.3 Reinsurance ceded 0.4 Net RENEWAL. Uncollected. Deferred and accrued 3. Deferred, accrued and uncollected: 3. Direct 3. Reinsurance assumed 3.3 Reinsurance ceded 3.4 Net (Line + Line ) 4. Advance 5. Line Line 4 6. Collected during year: 6. Direct 6. Reinsurance assumed 6.3 Reinsurance ceded 6.4 Net 7. Line 5 + Line Prior year (uncollected + deferred and accrued - advance) 9. Renewal premiums and considerations: 9. Direct 9. Reinsurance assumed 9.3 Reinsurance ceded 9.4 Net (Line 7 - Line 8) TOTAL 0. Total premiums and annuity considerations: 0. Direct 0. Reinsurance assumed 0.3 Reinsurance ceded 0.4 Net (Lines )

11 0 DIVIDENDS AND COUPONS APPLIED (included in Part ) ANNUAL STATEMENT FOR THE YEAR 009 OF THE Massachusetts Mutual Life Insurance Company EXHIBIT - PART - DIVIDENDS AND COUPONS APPLIED, REINSURANCE COMMISSIONS AND EXPENSE ALLOWANCES AND COMMISSIONS INCURRED (Direct Business Only) Ordinary 5 Group Accident and Health Total Industrial Life Life Insurance Individual Annuities Credit Life (Group and Individual) Life Insurance Annuities Group Credit (Group and Individual) Other Aggregate of All Other Lines of Business. To pay renewal premiums. All other REINSURANCE COMMISSIONS AND EXPENSE ALLOWANCES INCURRED 3. First year (other than single): 3. Reinsurance ceded 3. Reinsurance assumed 3.3 Net ceded less assumed 4. Single: 4. Reinsurance ceded 4. Reinsurance assumed 4.3 Net ceded less assumed 5. Renewal: 5. Reinsurance ceded 5. Reinsurance assumed 5.3 Net ceded less assumed 6. Totals: 6. Reinsurance ceded (Page 6, Line 6) 6. Reinsurance assumed (Page 6, Line ) 6.3 Net ceded less assumed COMMISSIONS INCURRED (direct business only) 7. First year (other than single) 8. Single 9. Renewal 30. Deposit-type contract funds 3. Totals (to agree with Page 6, Line )

12 EXHIBIT - GENERAL EXPENSES Insurance 5 6 Accident and Health 4 Life Cost Containment 3 All Other All Other Lines of Business Investment Total. Rent. Salaries and wages 3. Contributions for benefit plans for employees 3. Contributions for benefit plans for agents 3. Payments to employees under non-funded benefit plans 3. Payments to agents under non-funded benefit plans 3.3 Other employee welfare 3.3 Other agent welfare 4. Legal fees and expenses 4. Medical examination fees 4.3 Inspection report fees 4.4 Fees of public accountants and consulting actuaries 4.5 Expense of investigation and settlement of policy claims 5. Traveling expenses 5. Advertising 5.3 Postage, express, telegraph and telephone 5.4 Printing and stationery 5.5 Cost or depreciation of furniture and equipment 5.6 Rental of equipment 5.7 Cost or depreciation of EDP equipment and software 6. Books and periodicals 6. Bureau and association fees 6.3 Insurance, except on real estate 6.4 Miscellaneous losses 6.5 Collection and bank service charges 6.6 Sundry general expenses 6.7 Group service and administration fees 6.8 Reimbursements by uninsured plans 7. Agency expense allowance 7. Agents balances charged off (less $ recovered) 7.3 Agency conferences other than local meetings 9. Real estate expenses 9. Investment expenses not included elsewhere 9.3 Aggregate write-ins for expenses 0. General expenses incurred (a). General expenses unpaid December 3, prior year. General expenses unpaid December 3, current year 3. Amounts receivable relating to uninsured plans, prior year 4. Amounts receivable relating to uninsured plans, current year 5. General expenses paid during year (Lines ) DETAILS OF WRITE-INS Summary of remaining write-ins for Line 9.3 from overflow page Totals (Lines thru plus ) (Line 9.3 above) (a) Includes management fees of $ to affiliates and $ to non-affiliates. EXHIBIT 3 - TAXES, LICENSES AND FEES (EXCLUDING FEDERAL INCOME TAXES) Insurance 4 5 Life Accident and Health 3 All Other Lines of Business Investment Total. Real estate taxes. State insurance department licenses and fees 3. State taxes on premiums 4. Other state taxes, including $ for employee benefits 5. U.S. Social Security taxes 6. All other taxes 7. Taxes, licenses and fees incurred 8. Taxes, licenses and fees unpaid December 3, prior year 9. Taxes, licenses and fees unpaid December 3, current year 0. Taxes, licenses and fees paid during year (Lines ) EXHIBIT 4 - DIVIDENDS OR REFUNDS Life Accident and Health. Applied to pay renewal premiums. Applied to shorten the endowment or premium-paying period 3. Applied to provide paid-up additions 4. Applied to provide paid-up annuities 5. Total Lines through 4 6. Paid in cash 7. Left on deposit 8. Aggregate write-ins for dividend or refund options 9. Total Lines 5 through 8 0. Amount due and unpaid. Provision for dividends or refunds payable in the following calendar year. Terminal dividends 3. Provision for deferred dividend contracts 4. Amount provisionally held for deferred dividend contracts not included in Line 3 5. Total Lines 0 through 4 6. Total from prior year 7. Total dividends or refunds (Lines ) DETAILS OF WRITE-INS 080.! " Summary of remaining write-ins for Line 8 from overflow page Totals (Lines 080 thru 0803 plus 0898) (Line 8 above)

13 EXHIBIT 5 - AGGREGATE RESERVE FOR LIFE CONTRACTS Valuation Standard Total 3 Industrial 4 Ordinary 5 Credit (Group and Individual) 6 Group Totals (Gross) Reinsurance ceded Life Insurance: Totals (Net) XXX XXX XXX XXX XXX XXX ! XXX XXX ! XXX XXX ! XXX XXX XXX XXX " XXX XXX # XXX XXX # XXX XXX # XXX XXX # XXX XXX # XXX XXX # XXX XXX # XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX

14 EXHIBIT 5 - AGGREGATE RESERVE FOR LIFE CONTRACTS Valuation Standard Total 3 Industrial 4 Ordinary 5 Credit (Group and Individual) 6 Group XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX ! XXX XXX !" XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX " XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX XXX #$%&"$%'%(&) XXX XXX % XXX XXX % XXX XXX "*+!),-. -/!!0!)!0 XXX XXX $ XXX XXX Totals (Gross) XXX XXX Reinsurance ceded XXX XXX Annuities: Totals (Net) XXX XXX % % )3*.

15 EXHIBIT 5 - AGGREGATE RESERVE FOR LIFE CONTRACTS Valuation Standard Total 3 Industrial 4 Ordinary 5 Credit (Group and Individual) 6 Group Totals (Gross) Reinsurance ceded SCWLC: Totals (Net) !"#" !"# !"# Totals (Gross) Reinsurance ceded Accidental Death Benefits: Totals (Net) !"# !"# !"# !"# !"# !"# !"# !"# !"# !"# !"# !"# !"# $$ !"# !"# Totals (Gross) Reinsurance ceded Disability-Active Lives: Totals (Net) !"# !"# !"# !"# !%"" !%"" !%"" $$ &! &! !"# !"# !"# Totals (Gross) Reinsurance ceded Disability-Disabled Lives: Totals (Net) #'(')' ** +,-.' (('/'03#'(')' (45. 6!'(+, ,+88'4',' ('..,' ( %,( '8+8'9++', !'8,)'(+,( !'8 (#'(')' : Totals (Gross) Reinsurance ceded Miscellaneous Reserves: Totals (Net) Totals (Net) - Page 3, Line.

16 EXHIBIT 5 - INTERROGATORIES. Has the reporting entity ever issued both participating and non-participating contracts?. If not, state which kind is issued.. Does the reporting entity at present issue both participating and non-participating contracts?. If not, state which kind is issued. 3. Does the reporting entity at present issue or have in force contracts that contain non-guaranteed elements? If so, attach a statement that contains the determination procedures, answers to the interrogatories and an actuarial opinion as described in the instructions. 4. Has the reporting entity any assessment or stipulated premium contracts in force? If so, state: 4. Amount of insurance? $ 4. Amount of reserve? $ 4.3 Basis of reserve: 4.4 Basis of regular assessments: 4.5 Basis of special assessments: 4.6 Assessments collected during the year $ 5. If the contract loan interest rate guaranteed in any one or more of its currently issued contracts is less than 5%, not in advance, state the contract loan rate guarantees on any such contracts. 6. Does the reporting entity hold reserves for any annuity contracts that are less than the reserves that would be held on a standard basis? 6. If so, state the amount of reserve on such contracts on the basis actually held: $ 6. That would have been held (on an exact or approximate basis) using the actual ages of the annuitants; the interest rate(s) used in 6.; and the same mortality basis used by the reporting entity for the valuation of comparable annuity benefits issued to standard lives. If the reporting entity has no comparable annuity benefits for standard lives to be valued, the mortality basis shall be the table most recently approved by the state of domicile for valuing individual annuity benefits: $ Attach statement of methods employed in their valuation. 7. Does the reporting entity have any Synthetic GIC contracts or agreements in effect as of December 3 of the current year? 7. If yes, state the total dollar amount of assets covered by these contracts or agreements $ 7. Specify the basis (fair value, amortized cost, etc.) for determining the amount: 7.3 State the amount of reserves established for this business: $ 7.4 Identify where the reserves are reported in the blank: EXHIBIT 5A - CHANGES IN BASES OF VALUATION DURING THE YEAR NONE Valuation Basis 4 3 Increase in Actuarial Reserve Due to Description of Valuation Class Changed From Changed To Change Total (Column 4, only) 3

17 4 ANNUAL STATEMENT FOR THE YEAR 009 OF THE Massachusetts Mutual Life Insurance Company EXHIBIT 6 - AGGREGATE RESERVE FOR ACCIDENT AND HEALTH CONTRACTS 3 4 Other Individual Contracts Credit Accident Total Group Accident and Health and Health (Group and Individual) Collectively Renewable Non-Cancelable Guaranteed Renewable Non-Renewable for Stated Reasons Only Other Accident Only ACTIVE LIFE RESERVE. Unearned premium reserves. Additional contract reserves (a) 3. Additional actuarial reserves-asset/liability analysis 4. Reserve for future contingent benefits 5. Reserve for rate credits 6. Aggregate write-ins for reserves 7. Totals (Gross) 8. Reinsurance ceded 9. Totals (Net) CLAIM RESERVE 0. Present value of amounts not yet due on claims. Additional actuarial reserves-asset/liability analysis. Reserve for future contingent benefits 3. Aggregate write-ins for reserves 4. Totals (Gross) 5. Reinsurance ceded 6. Totals (Net) 7. TOTAL (Net) 8. TABULAR FUND INTEREST DETAILS OF WRITE-INS Summary of remaining write-ins for Line 6 from overflow page TOTALS (Lines 060 thru 0603 plus 0698) (Line 6 above) Summary of remaining write-ins for Line 3 from overflow page 399. TOTALS (Lines 30 thru 303 plus 398) (Line 3 above) (a) Attach statement as to valuation standard used in calculating this reserve, specifying reserve bases, interest rates and methods. 9 All Other

18 EXHIBIT 7 - DEPOSIT TYPE CONTRACTS Total Guaranteed Interest Contracts 3 Annuities Certain 4 Supplemental Contracts 5 Dividend Accumulations or Refunds 6 Premium and Other Deposit Funds. Balance at the beginning of the year before reinsurance. Deposits received during the year 3. Investment earnings credited to the account 4. Other net change in reserves 5. Fees and other charges assessed 6. Surrender charges 7. Net surrender or withdrawal payments 8. Other net transfers to or (from) Separate Accounts 5 9. Balance at the end of current year before reinsurance (Lines ) 0. Reinsurance balance at the beginning of the year. Net change in reinsurance assumed. Net change in reinsurance ceded 3. Reinsurance balance at the end of the year (Lines 0+-) 4. Net balance at the end of current year after reinsurance (Lines 9 + 3)

19 . Due and unpaid:. In course of settlement: ANNUAL STATEMENT FOR THE YEAR 009 OF THE Massachusetts Mutual Life Insurance Company EXHIBIT 8 - CLAIMS FOR LIFE AND ACCIDENT AND HEALTH CONTRACTS PART - Liability End of Current Year Ordinary 6 Group Accident and Health Total Industrial Life Life Insurance Individual Annuities Supplementary Contracts Credit Life (Group and Individual) Life Insurance Annuities Group Credit (Group and Individual). Direct. Reinsurance assumed.3 Reinsurance ceded.4 Net. Resisted. Direct. Reinsurance assumed.3 Reinsurance ceded.4 Net (b) (b) (b) (b) Other 6. Other. Direct. Reinsurance assumed 3. Incurred but unreported:.3 Reinsurance ceded.4 Net (b) (b) (b) (b) (b) (b) (b) 3. Direct 3. Reinsurance assumed 3.3 Reinsurance ceded 3.4 Net (b) (b) (b) (b) (b) (b) (b) 4. TOTALS 4. Direct 4. Reinsurance assumed 4.3 Reinsurance ceded 4.4 Net (a) (a) (a) (a) Including matured endowments (but not guaranteed annual pure endowments) unpaid amounting to $ in Column, $ in Column 3 and $ in Column 7. (b) Include only portion of disability and accident and health claim liabilities applicable to assumed "accrued" benefits. Reserves (including reinsurance assumed and net of reinsurance ceded) for unaccrued benefits for Ordinary Life Insurance $ Individual Annuities $, Credit Life (Group and Individual) $, and Group Life $, are included in Page 3, Line, (See Exhibit 5, Section on Disability Disabled Lives); and for Group Accident and Health $ Credit (Group and Individual) Accident and Health $, and Other Accident and Health $ are included in Page 3, Line (See Exhibit 6, Claim Reserve).

20 7 ANNUAL STATEMENT FOR THE YEAR 009 OF THE Massachusetts Mutual Life Insurance Company EXHIBIT 8 - CLAIMS FOR LIFE AND ACCIDENT AND HEALTH CONTRACTS PART - Incurred During the Year Ordinary 6 Group Accident and Health Total Industrial Life (a) Life Insurance (b) Individual Annuities Supplementary Contracts Credit Life (Group and Individual) Life Insurance (c) Annuities Group Credit (Group and Individual). Settlements During the Year:. Direct. Reinsurance assumed.3 Reinsurance ceded.4 Net (d). Liability December 3, current year from Part :. Direct. Reinsurance assumed.3 Reinsurance ceded.4 Net 3. Amounts recoverable from reinsurers December 3, current year 4. Liability December 3, prior year: 4. Direct 4. Reinsurance assumed 4.3 Reinsurance ceded 4.4 Net 5. Amounts recoverable from reinsurers December 3, prior year 6. Incurred Benefits 6. Direct 6. Reinsurance assumed 6.3 Reinsurance ceded 6.4 Net (a) Including matured endowments (but not guaranteed annual pure endowments) amounting to $ in Line., $ in Line.4. $ in Line 6., and $ in Line 6.4. (b) Including matured endowments (but not guaranteed annual pure endowments) amounting to $ in Line., $ in Line.4. $ in Line 6., and $ in Line 6.4. (c) Including matured endowments (but not guaranteed annual pure endowments) amounting to $ in Line., $ in Line.4. $ in Line 6., and $ in Line 6.4. (d) Includes $ premiums waived under total and permanent disability benefits. Other

21 EXHIBIT OF NON-ADMITTED ASSETS Current Year Total Nonadmitted Assets Prior Year Total Nonadmitted Assets 3 Change in Total Nonadmitted Assets (Col. - Col. ). Bonds (Schedule D). Stocks (Schedule D):. Preferred stocks. Common stocks 3. Mortgage loans on real estate (Schedule B): 3. First liens 3. Other than first liens 4. Real estate (Schedule A): 4. Properties occupied by the company 4. Properties held for the production of income 4.3 Properties held for sale 5. Cash (Schedule E - Part ), cash equivalents (Schedule E - Part ) and short-term investments (Schedule DA) 6. Contract loans 7. Other invested assets (Schedule BA) 8. Receivables for securities 9. Aggregate write-ins for invested assets 0. Subtotals, cash and invested assets (Lines to 9). Title plants (for Title insurers only). Investment income due and accrued 3. Premiums and considerations: 3. Uncollected premiums and agents'balances in the course of collection 3. Deferred premiums, agents'balances and installments booked but deferred and not yet due 3.3 Accrued retrospective premiums 4. Reinsurance: 4. Amounts recoverable from reinsurers 4. Funds held by or deposited with reinsured companies 4.3 Other amounts receivable under reinsurance contracts 5. Amounts receivable relating to uninsured plans 6. Current federal and foreign income tax recoverable and interest thereon 6. Net deferred tax asset 7. Guaranty funds receivable or on deposit 8. Electronic data processing equipment and software 9. Furniture and equipment, including health care delivery assets 0. Net adjustment in assets and liabilities due to foreign exchange rates. Receivables from parent, subsidiaries and affiliates. Health care and other amounts receivable 3. Aggregate write-ins for other than invested assets 4. Total assets excluding Separate Accounts, Segregated Accounts and Protected Cell Accounts (Lines 0 to 3) 5. From Separate Accounts, Segregated Accounts and Protected Cell Accounts 6. Total (Lines 4 and 5) DETAILS OF WRITE-INS Summary of remaining write-ins for Line 9 from overflow page Totals (Lines 090 thru 0903 plus 0998)(Line 9 above) !"#$% 398. Summary of remaining write-ins for Line 3 from overflow page 399. Totals (Lines 30 thru 303 plus 398)(Line 3 above) 8

22 NOTES TO FINANCIAL STATEMENTS Note Summary of Significant Accounting Policies Note Accounting Changes and Corrections of Errors Note 3 Business Combinations and Goodwill Note 4 Discontinued Operations Note 5 Investments Note 6 Joint Ventures, Partnerships and LLCs Note 7 Investment Income Note 8 Derivative Instruments Note 9 Income Taxes TABLE OF CONTENTS Note 0 Information Concerning Parent, Subsidiaries and Affiliates Note Debt Note Retirement Plans, Deferred Compensation, Postemployment Benefits and Compensated Absences and Other Postretirement Benefit Plans Note 3 Capital and Surplus, Shareholders Dividend Restrictions and Quasi-Reorganizations Note 4 Contingencies Note 5 Leases Note 6 Information About Financial Instruments With Off-Balance Sheet Risk and Financial Instruments With Concentrations of Credit Risk Note 7 Sale, Transfer and Servicing of Financial Assets and Extinguishments of Liabilities Note 8 Gain or Loss to the Reporting Entity from Uninsured Plans and the Uninsured Portion of Partially Insured Plans Note 9 Direct Premium Written/Produced By Managing General Agents/Third Party Administrators Note 0 Other Items Note Events Subsequent Note Reinsurance Note 3 Retrospectively Rated Contracts and Contracts Subject to Redetermination Note 4 Change in Incurred Losses and Loss Adjustment Expenses Note 5 Intercompany Pooling Arrangements Note 6 Structured Settlements Note 7 Health Care Receivables Note 8 Participating Policies Note 9 Premium Deficiency Reserves Note 30 Reserves for Life Contracts and Deposit-Type Contracts Note 3 Analysis of Annuity Actuarial Reserves and Deposit Liabilities by Withdrawal Characteristics Note 3 Premium and Annuity Considerations Deferred and Uncollected Note 33 Separate Accounts Note 34 Loss/Claim Adjustment Expenses Note 35 Impairment Listing for Loan-Backed and Structured Securities 9

23 NOTES TO FINANCIAL STATEMENTS Note Summary of Significant Accounting Policies a. Accounting Practices: The accompanying financial statements of Massachusetts Mutual Life Insurance Company (the "Company") have been prepared in conformity with accounting practices of the National Association of Insurance Commissioners ("NAIC") and the accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance (the "Division"). b. Use of Estimates in the Preparation of the Financial Statements: The preparation of financial statements requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant estimates include those used in determining the carrying value of investments, the liability for aggregate reserves and deposit-type contracts, the amount of mortgage loan investment valuation reserves, real estate held for sale, other-than-temporary impairments ( OTTI ) and the liability for taxes. Future events including, but not limited to, changes in the level of mortality, morbidity, interest rates, persistency, asset valuations, and default, could cause actual results to differ from the estimates used in the financial statements. Although some variability is inherent in these estimates, management believes the amounts presented are appropriate. c. Accounting Policy: Life insurance premium revenue is generally recognized annually on the anniversary date of the policy and excess premium for flexible products is recognized when received. Annuity premium is recognized as revenue when received. Disability income premium is recognized as revenue when due. Certain acquisition costs, such as commissions and other variable costs that are directly related to acquiring new business are charged to current operations as incurred. Policy loans are carried at the outstanding loan balance less amounts unsecured by the cash surrender value of the policy. At issuance, policy loans are fully secured by the cash surrender value of the policy. Unsecured amounts can occur when subsequent charges are incurred on the underlying policy without the receipt of additional premium. Where applicable, the values of invested assets have been adjusted for the impairments considered other-than-temporary. Investment real estate, which the Company has the intent to hold for the production of income, and real estate occupied by the Company are carried at depreciated cost, less encumbrances. Depreciation is calculated using the straight-line method over the estimated useful life of the real estate holding, not to exceed 40 years. Depreciation expense is included in net investment income. The liability for policyholders dividends includes the estimated amount of annual dividends and settlement dividends expected to be paid to policyholders in the following year. Policyholders dividends incurred are recorded in the Summary of Operations. Dividends expected to be paid to policyholders in the following year are approved annually by MassMutual s Board of Directors. In addition, the Company uses the following accounting policies: () Short-term investments, which are carried at amortized cost, consist of all highly liquid investments purchased with maturities of greater than three months and less than or equal to months. Investments in money market mutual funds, commercial paper, and securities purchased under agreements to resell are classified as short-term investments. The carrying value reported in the Statutory Statements of Financial Position for these instruments approximates the fair value. () Generally, bonds are valued at amortized cost using the constant yield interest method with the exception of NAIC category 6 bonds which are carried at the lower of amortized cost or fair value and residential mortgage-backed securities ("RMBS"), which were rated by an outside modeler. Bond transactions are recorded on a trade date basis, except for private placement bonds which are recorded on the funding date. The fair value of bonds is based on quoted market prices when available. If quoted market prices are not available, values provided by other third-party organizations are used. If values provided by other third-party organizations are unavailable, fair value is estimated using internal models by discounting expected future cash flows using observable current market rates applicable to yield, credit quality and maturity of the investment or using quoted market values for comparable investments. Internal inputs used in the determination of fair value include estimated prepayment speeds, default rates, discount rates, and collateral values, among others. Structure characteristics and results of cash flow priority are also considered. Fair values resulting from internal models are those expected to be received in an orderly transaction between willing market participants at the financial statement date. Refer to Note c. "Accounting policy" (4) for information on the Company s policy for determining OTTI. (3) The fair value of unaffiliated common stocks is based on quoted market prices when available. If quoted market prices are not available, values provided by other third-party organizations are used. If values from other third parties are unavailable, fair values are determined by management using estimates based upon internal models. Typical inputs integrated in the Company s internal models include estimates based upon comparable company analysis, fundamental impact analysis, broker quotes and last traded price. Refer to Note c. "Accounting policy" (4) for information on the Company s policy for determining OTTI. The Company held common stocks for which the transfer of ownership was restricted by contractual requirements with a carrying value of $78 million as of December 3, 009 and a carrying value of $67 million as of December 3, 008. (4) Generally, preferred stocks in good standing are valued at amortized cost. Preferred stocks not in good standing, those which are rated four through six by the Securities Valuation Office ( SVO ), are valued at the lower of amortized cost or fair value. Fair values of preferred stocks are based on quoted market prices, when available. For preferred stocks without readily ascertainable market values, the Company estimates fair value using broker-dealer quotations or internal models. These models use inputs that are not directly observable or correlated with observable market data. Typical inputs integrated into the Company s internal discounted expected earnings models include, but are not limited to, earnings before interest, taxes, depreciation, and amortization estimates. Fair values resulting from internal models are those expected to be received in an orderly transaction between willing market participants at the financial statement date. Refer to Note c. "Accounting policy" (4) for information on the Company s policy for determining OTTI. The Company held preferred stocks for which the transfer of ownership was restricted by contractual requirements with carrying values of $5 million as of December 3, 009 and $4 million as of December 3, 008. (5) Mortgage loans are valued at the unpaid principal balance of the loan, net of unamortized premium and discount, nonrefundable commitment fees and mortgage interest points, and valuation allowances. The mortgage loan portfolio is comprised of commercial mortgage loans, including mezzanine loans, and residential mortgage loan pools. Mezzanine loans are loans secured by a pledge of direct or indirect equity interest in an entity that owns real estate. Mezzanine loans are subordinate to senior secured first liens but are underwritten to maximize the control and/or remedies available to the mezzanine lender. 9.