MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

Retirement Management Account Individual Retirement Account (IRA)

CUSTODIAL ACCOUNT AGREEMENT& DISCLOSURE STATEMENT

INTRODUCTION

The Individual whose name appears on the accompanying enrollment form is establishing a traditional individualretirement account (IRA) under Section 408(a) of the Internal Revenue Code, in order to provide for his or herretirement or for the support of a beneficiary after death.

SECTION I

Definitions

1.1 “Account” or “Custodial Account” means the custodial account established by the Individual to whichcontributions may be made and in which investments may be held and earnings received in accordancewith the terms and conditions of this Agreement. All assets of the Account shall be held by the Custodianfor the exclusive benefit of the Individual or, following his or her death, the Beneficiary(ies).

1.2 “Agreement” means the Retirement Management Account IRA Custodial Account Agreement,including the information and provisions set forth the adoption provision of the enrollment form, as itmay be amended from time to time.

1.3 “Beneficiary” means the person or persons designated in accordance with Section 4.4 to receive anyundistributed amount credited to the Account at the time of the Individual’s death.

1.4 “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.

1.5 “Custodian” means The MassMutual Trust Company FSB, a bank as described in Section 408(n) underthe Code.

1.6 “Direct Transfer” means a tax-free transfer to the Account as described in or treated under Sections401(a)(31), 402(e)(6), 403(b)(10) or 457(d) of the Code.

1.7 “Massachusetts Mutual Life Insurance Company” or “MassMutual” means the company acting as theIndividual’s or Beneficiary’s agent to provide directions to the Custodian. MassMutual is an affiliate ofthe Custodian. The Custodian may delegate responsibilities to MassMutual under this Agreement asprovided in Section 8.3.

1.8 “Individual” means the person who has entered into this Agreement by completing the Enrollment Form.

1.9 “Investment Fund” means one or more of the registered investment companies that the Custodianmakes available for investment under this Agreement.

1.10 “Money Market Shares” shall mean any shares issued by a registered investment company under theInvestment Company Act of 1940, as amended that are permitted by the Custodian for investment underthis Agreement.

Retirement Management AccountIRA Custodial Account Agreement

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1.11 “Flexible Benefits Annuity” or “FBA” means a flexible immediate annuity contract issued byMassMutual that is offered under the RMA Program.

1.12 “Retirement Management Account Program” or “RMA Program” means the overall program, of whichthe IRA established under this Agreement is a part, that is sponsored by MassMutual and that uses aplanning tool and provides recommendations for the creation of a personal retirement income plan.

1.13 “Rollover Contribution” means a contribution that consists of eligible rollover distributions from an IRA,individual retirement annuity, tax-qualified retirement plan, tax sheltered annuity, or a deferredcompensation plan of a state or local government and that satisfies the requirements of Section 402(c),403(a)(4), 403(b)(8) 408(d)(3), or 457(e)(16) of the Code.

SECTION II

Contributions to Account

2.1 General Limitations. Rollover Contributions, Direct Transfers and annual contributions may be made byor on behalf of the Individual to the Account for any taxable year. If the Individual is using a RolloverContribution or a Direct Transfer to fund the Account, any required minimum distribution amount mustbe excluded from the Rollover Contribution or Direct Transfer.

2.2 Annual Contribution. Except in the case of a rollover contribution (as permitted by Sections 402(c),402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3) and 457(e)(16) of the Code) or a contribution made inaccordance with the terms of a Simplified Employee Pension (SEP) as described in section 408(k) of theCode, the Individual may make annual cash contributions to this IRA in any amount up to the lesser of100% of compensation or $4,000 for any taxable year beginning in 2005 through 2007; and $5,000 for anytaxable year beginning in 2008 and years thereafter. After 2008, the limit will be adjusted by theSecretary of the Treasury for cost-of-living increases under Section 219(b)(5)(C) of the Code. Suchadjustments will be in multiples of $500.

No contributions will be accepted under a SIMPLE IRA plan established by any employer pursuant toSection 408(p) of the Code. Also, no transfer or rollover of funds attributable to contributions made by aparticular employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is, an IRAused in conjunction with a SIMPLE IRA plan, prior to the expiration of the 2-year period beginning onthe date the individual first participated in that employer’s SIMPLE IRA plan.

2.3 Catch-Up Contributions. If the Individual is at least 50 on December 31 of any year, the Individual maymake additional “catch-up” contributions to this IRA for that year. Under the current law, the amount ofthe “catch-up” contribution for 2005 is $500 and for any taxable year beginning in 2006 and yearsthereafter, $1,000.

2.4 Rollover Contributions and Direct Transfers. A Rollover Contribution or Direct Transfer consisting of cashor other assets that are acceptable to the Custodian and are permissible investments under Section408(a) of the Code may be made by the Individual to the Account at any time. Before making a RolloverContribution or Direct Transfer, the Individual shall complete and submit any forms that the Custodianmay require describing the assets (if any) other than cash that will be included in the RolloverContribution or Direct Transfer, the source of the Rollover Contribution or Direct Transfer, and all otherinformation as the Custodian may reasonably request. The Custodian shall be under no obligation toaccept any Rollover Contribution or Direct Transfer consisting of assets other than cash. The Individualshall have the sole responsibility for determining whether any contribution to the Account, which may beaccepted by the Custodian, qualifies as a Rollover Contribution or Direct Transfer. The Custodian will not

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be responsible for any losses the Individual may incur as a result of the timing of any rollover fromanother trustee or custodian that is due to circumstances reasonably beyond the control of theCustodian. It shall be the Individual’s responsibility to ensure that any minimum distribution required bySection 408(a)(6) of the Code is made prior to giving the Custodian rollover or direct transfer instructions.

2.5 Responsibility of Custodian Regarding Contributions. The Custodian is not responsible for determiningwhether any contribution to the Account made by or on behalf of the Individual qualifies as a RolloverContribution or Direct Transfer.

2.6 Timing of Contribution. An annual contribution is deemed to have been made on the last day of thepreceding taxable year if the contribution is made by the deadline for filing the Individual’s income tax return (not including extensions), or such later date as may be determined by the Department of the Treasury or Internal Revenue Service (IRS), provided the Individual designates, in a form andmanner acceptable to the Custodian, the contribution as a contribution for the preceding taxable year. The Custodian will not be responsible under any circumstances for the timing, purpose orpropriety of any contribution nor shall the Custodian incur any liability for any tax imposed on accountof any contribution.

SECTION III

Investment of Account

3.1 Investment of Contributions. The Custodian shall invest and reinvest all contributions to the Accountaccording to the investment directions of the Individual or a person authorized to act on the Individual’sbehalf, according to Section 3.2. If the Custodian receives any contribution to the Account withoutproper investment directions, the Custodian has the right to refrain from investing the contributionwithout any liability for loss of income or appreciation until proper investment directions are received.

3.2 Investment Directions; Available Investments. The Individual or, following the Individual’s death, theBeneficiary, or a person acting on behalf of the Individual or Beneficiary shall be permitted at all timesto direct the Custodian in the investment or reinvestment of the assets of the Account. All investmentdirections must be made in a form or manner acceptable to the Custodian. Account assets may beinvested in shares of one or more of the Investment Funds, in a Flexible Benefits Annuity or in otherinvestments that are eligible for investment under Section 408(a) of the Code and are acceptable to theCustodian as investments under this Agreement. All Account investments shall be registered in thename of the Custodian or its nominee, or shall be retained unregistered or in a form permitting transferby delivery, provided that the books and records of the Custodian shall at all times show theseinvestments to be part of the Account.

3.3 Prohibitions Concerning Life Insurance, Collectibles, and Commingling. Notwithstanding any provisionof this Agreement to the contrary, no assets of the Account will be invested in life insurance contractsor in collectibles (within the meaning of Section 408(m) of the Code), nor will assets of the Account becommingled with other property except in a common trust fund or common investment fund (within themeaning of Section 408(a)(5) of the Code).

3.4 Responsibility of Custodian Regarding Investments

(a) Investments in general. In making any investment or reinvestment of the Account assets, theCustodian shall be fully entitled to rely on any investment directions which it reasonably believes tobe properly authorized under this Agreement, and shall be under no duty to make any inquiry orinvestigation with respect thereto. The Individual also acknowledges that the Custodian will not

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provide any investment advice in connection with this Agreement, and that the assets of theAccount are to be invested, reinvested and controlled by the Individual or, following his or herdeath, the Beneficiary all in accordance with the terms and conditions of this Agreement.

(b) Investment Fund shares. The Custodian shall be responsible for delivering to the Individual or,following his or her death, the Beneficiary all shareholder notices, reports, and proxies relating toany Investment Fund shares or other securities held in the Account. The Custodian shall vote anysuch shares at shareholder meetings of the Investment Funds or other securities according to theinstructions received from the Individual or Beneficiary. By establishing (or by having established)the Account, the Individual hereby directs the Custodian to vote any Investment Fund shares orshares of other securities held in the Account for which no timely voting instructions are receivedin proportionately the same manner as shares timely voted by such Investment Fund’s othershareholders. By directing (personally or through an agent) that assets of the Account be investedin an Investment Fund, the Individual or Beneficiary shall be deemed to have acknowledgedreceipt of the current prospectus for such Investment Fund.

SECTION IV

Distributions from Account

4.1 General Requirements. The Custodian shall distribute amounts from the Account to the Individual at such times and in such manner as the Individual shall direct, subject to the requirements set forth below.

(a) Commencement of distribution. The Individual’s entire interest in the Account must begin to bedistributed no later than April 1 of the calendar year following the calendar year in which theIndividual attains age 701/2 (the Individual’s “required beginning date”) over the life of suchindividual or the lives of such individual and his or her designated beneficiary.

(b) Method of distribution. The Individual’s interest in the Account will be distributed in a series ofpayments determined in accordance with a method of distribution that satisfies the minimumdistribution requirements of Section 4.2.

(c) Distribution in kind. All distributions from the Account shall be made in cash, with the exceptionthat the Flexible Benefits Annuity or any separable portion thereof may be distributed in kind, inwhich case the Custodian shall transfer such specific assets into the name of the Individual, andwith the further exception that any assets held in the Account, which cannot be sold by theCustodian for cash in the ordinary course of business for purposes of making distributions from theAccount, shall be distributed to the Individual in kind.

4.2 Minimum Distribution Requirements

(a) Application. Notwithstanding any provision of this Agreement to the contrary, distributions fromthe Account shall be made in accordance with the minimum distribution requirements of Section408(a)(6) of the Code and the regulations and other official guidance issued thereunder, all of whichare incorporated herein by reference. If distributions are made from an annuity contract purchasedfrom an insurance company, distributions thereunder must satisfy the requirements of Q&A-4 ofSection 1.401(a)(9)-6 of the Income Tax Regulations, rather than paragraphs (b), (c) and (d) belowand Section 4.3. An owner of two or more individual retirement accounts may satisfy theserequirements by calculating the required minimum distribution separately for each IRA, totalingsuch amounts and then taking the total distribution from any one or more of the IRAs inaccordance with Q&A-9 of Section 1.408-8 of the Income Tax Regulations.

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(b) Annual minimum amount. The minimum amount required to be distributed to the Individual foreach calendar year, beginning with the calendar year for which distributions are required underSection 4.l(a) and for each succeeding calendar year through the year of death, is the lesser of thebalance of the Individual’s entire interest in the Account or the amount determined by dividing thevalue of the IRA (as determined under Section 4.2(c)) as of the end of the preceding year by thedistribution period in the Uniform Lifetime Table in Q&A-2 of Section 1.401(a)(9)-9 of the Income TaxRegulations using the individual’s age as of his or her birthday in the year. However, if theindividual’s sole designated beneficiary is his or her surviving spouse and such spouse is morethan 10 years younger than the individual, then the distribution period is determined under the Jointand Last Survivor Table in Q&A-3 of Section 1.401(a)(9)-9, using the ages as of the individual’s andspouse’s birthdays in the year.

(c) Value of IRA. The “value” of the IRA is the account balance of the IRA as of December 31 of thecalendar year immediately preceding the calendar year for which distributions are required to bemade. The “value” of the IRA includes the amount of any outstanding rollover, transfer andrecharacterization under Q&As-7 and -8 of Section 1.408-8 of the Income Tax Regulations.

(d) Timing of minimum distributions. The minimum amount required to be distributed to the Individualfor the calendar year in which the Individual attains age 701/2 must be distributed no later than theIndividual’s required beginning date under Section 4.1(a). The minimum amount required to bedistributed to the Individual for each calendar year thereafter must be distributed no later thanDecember 31 of that calendar year.

4.3 Distributions Upon Death. In the event the Individual dies prior to the complete distribution of theAccount, the remaining balance of the Account shall be distributed to the Beneficiary in a lump sumpayment or in monthly, quarterly, or annual installment payments over a specified period as selected bythe Beneficiary in a form or manner acceptable to the Custodian, subject to the following rules:

(a) When minimum distributions had commenced. If minimum distributions had commenced prior tothe Individual’s death, the balance of the Account must be distributed at least as rapidly as follows:

(1) If the designated Beneficiary is someone other than the individual’s surviving spouse, thebalance of the Account will be distributed over the remaining life expectancy of thedesignated beneficiary, with such life expectancy determined using the beneficiary’s age as ofhis or her birthday in the year following the year of the Individual’s death or over the perioddescribed in paragraph (a)(3) below, if longer.

(2) If the Individual’s sole designated beneficiary is the individual’s surviving spouse, the balanceof the Account will be distributed over such spouse’s life expectancy or over the perioddescribed in paragraph (a)(3) below, if longer. Any interest remaining after such spouse’sdeath will be distributed over such spouse’s remaining life expectancy determined using thespouse’s age as of his or her birthday in the year of the spouse’s death, or, if the distributionsare being made over the period described in paragraph (a)(3) below, over such period.

(3) If there is no designated beneficiary, or if applicable by operation of paragraph (a)(1) or (a)(2)above, the remaining interest will be distributed over the Individual’s remaining life expectancydetermined in the year of the Individual’s death.

(4) The amount to be distributed each year under paragraph (a)(1), (2) or (3), beginning with thecalendar year following the calendar year of the Individual’s death is the quotient obtained bydividing the value of the IRA as of the end of the preceding year by the remaining lifeexpectancy specified in such paragraph. Life expectancy is determined using the Single LifeTable in Q&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations. If distributions are being

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made to a surviving spouse as the sole designated beneficiary, such spouse’s remaining lifeexpectancy for a year is the number in the Single Life Table corresponding to such spouse’sage in the year. In all other cases, remaining life expectancy for a year is the number in theSingle Life Table corresponding to the beneficiary’s or Individual’s age in the year specified inparagraph (a)(1), (2) or (3) and reduced by one for each subsequent year

(b) When minimum distributions had not commenced. If the individual dies before minimum distribu-tions had commenced, the balance of the Account must be distributed at least as rapidly as follows:

(1) Installment payments commencing within one year. If the designated beneficiary is someoneother than the Individual’s surviving spouse, the balance of the Account must be distributed tothe Beneficiary over a period not extending beyond the life expectancy of such Beneficiarywith such life expectancy determined using the beneficiary’s age as of his or her birthday inthe year following the year of the individual’s death, provided such payments commence on orbefore December 31 of the calendar year immediately following the calendar year of theIndividual’s death, or if elected, in accordance with paragraph (b)(3), below.

(2) Installment payments to surviving spouse. If the sole designated beneficiary is the survivingspouse of the Individual, the balance of the Account must be distributed to the survivingspouse over a period not extending beyond the life expectancy of the spouse, provided suchpayments commence by the later of: (1) December 31 of the calendar year immediatelyfollowing the calendar year of the Individual’s death, or (2) December 31 of the calendar yearin which the Individual would have attained age 701/2, or, if elected, in accordance withparagraph (b)(3) below. If the surviving spouse dies before distributions begin, the remaininginterest will be distributed, starting by the end of the calendar year following the calendar yearof the spouse’s death, over the spouse’s designated beneficiary’s remaining life expectancy,determined using such beneficiary’s age as of his or her birthday in the year following thedeath of the spouse, or, if elected, in accordance with paragraph (b)(3) below. If the survivingspouse dies after distributions are required to begin, any remaining interest will be distributedover the spouse’s remaining life expectancy determined using the spouse’s age as of his orher birthday in the year of the spouse’s death.

(3) Five-year rule. If there is no designated beneficiary, or if applicable by operation of paragraph(b)(1) or (2) above, the entire balance of the Account will be distributed by December 31 of thecalendar year that contains the fifth anniversary of the Individual’s death (or of the spouse’sdeath in the case of the surviving spouse’s death before distributions are required to beginunder paragraph (b)(2), above).

(4) Determination of Life Expectancy. Life expectancy is determined using the Single Life Table inQ&A-1 of Section 1.401(a)(9)-9 of the Income Tax Regulations.

(c) Treatment as spouse’s IRA. Notwithstanding (a) or (b) above, if the sole designated beneficiary isthe surviving spouse of the Individual, the spouse may elect to treat the Account as his or her ownindividual retirement account. Such election shall be deemed to have been made if the survivingspouse makes a rollover to or from the Account, or fails to take distributions from the Account asBeneficiary in accordance with (a) or (b) above.

(d) When minimum distributions have commenced. For purposes of this Section 4.3, minimumdistributions shall be considered to have commenced prior to the Individual’s death if distributionswere made on account of the Individual’s reaching his or her required beginning date underSection 4.1(a). If the Individual received distributions from the Account prior to his or her requiredbeginning date, such distributions shall not be taken into account for purposes of determiningwhether minimum distributions had commenced to the Individual for purposes of this Section 4.3.

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4.4 Designation of Beneficiary. The Individual may designate from time to time any person or persons,entities, such as a trust, or other recipient deemed acceptable by the Custodian as his or her primaryor contingent Beneficiaries. The primary Beneficiaries shall be entitled to receive any undistributedamount credited to the Account at the time of the Individual’s death. In the event that there are nosurviving primary Beneficiaries at the time of the Individual’s death, the secondary Beneficiaries shallbe entitled to receive any undistributed amount credited to the Account at the time of the Individual’sdeath. Any such Beneficiary designation by the Individual shall be made in writing and in a form ormanner prescribed by or acceptable to the Custodian, and shall be effective only when filed with theCustodian during the Individual’s lifetime. The Individual may change or revoke his or her Beneficiarydesignation at any time by filing a new instrument with the Custodian via the designated agent. If thedesignated Beneficiary (or each of the designated Beneficiaries) predeceases the Individual, theIndividual’s Beneficiary designation shall be ineffective and the Individual may make a newBeneficiary designation. If no Beneficiary designation is in effect at the time of the Individual’s death,the Beneficiary shall be the Individual’s estate. If the Individual designates more than one primarybeneficiary and one of the primary beneficiaries predeceases the Individual, the deceased primarybeneficiary’s share of the Individual’s IRA will be divided proportionately among the surviving primarybeneficiaries. If the Individual designates more than one contingent beneficiary and one of thecontingent beneficiaries predeceases the Individual, the deceased contingent beneficiary’s share ofthe Individual’s IRA will be divided proportionately among the surviving contingent beneficiaries. Forpurposes of the required minimum distribution rules of Sections 4.1, 4.2 and 4.3 above, a designatedbeneficiary must be an individual designated by the individual (or the individual’s spouse). If therequirements of Q&A-5 of 1.401(a)(9)-4 are met, the beneficiaries of a trust that is named as thedesignated beneficiary, and not the trust itself, will be treated as having been designated forpurposes of determining the required minimum distribution under Sections 4.1, 4.2 and 4.3 above. Theindividual must be a beneficiary as of the date of death and must remain a beneficiary as ofSeptember 30 of the calendar year following the calendar year of the individual’s death (or, in thecase of a surviving spouse, as of September 30 of the calendar year following the calendar year ofthe surviving spouse’s death.)

4.5 Responsibility of Custodian Regarding Distributions. In making any distribution from the Account, theCustodian shall be fully entitled to rely on the directions furnished to it by the Individual, Beneficiary, ordesignated agent, and shall be under no duty to make any inquiry or investigation with respect thereto.The Custodian shall have no responsibility to make any distribution from the Account unless and untildirections relating thereto have been received from the Individual, Beneficiary or designated agent inaccordance with the terms and conditions of this Agreement. The Custodian shall not have anyresponsibility for the timing, propriety or income tax consequences to the Individual or Beneficiary ofany distribution from the Account pursuant to this Agreement, which matters shall be the exclusiveresponsibility of the Individual or Beneficiary.

SECTION V

Transfers

5.1 Transfers to Account. Assets held on behalf of the Individual in another IRA may be transferred by thetrustee or custodian of that account directly to the Custodian, in a form or manner acceptable to theCustodian, to be held in the Account on behalf of the Individual under this Agreement. Transfers aregenerally only permitted between the same types of IRA plans (e.g., traditional IRA to traditional IRA). Inaccepting any such direct transfer of assets, the Custodian assumes no responsibility for the taxconsequences of the transfer, the responsibility for which rests solely with the Individual.

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5.2 Transfers from Account. If so directed by the Individual in a form or manner acceptable to theCustodian, the Custodian shall transfer assets held in the Account directly to the trustee or custodian ofanother IRA established on behalf of the Individual, to the extent and in a manner consistent with anytransfer restrictions applicable to such assets. Transfers are generally only permitted between thesame types of IRA plans (e.g., traditional IRA to traditional IRA). In making any such direct transfer ofassets, the Custodian assumes no responsibility for the tax consequences of the transfer, theresponsibility for which rests solely with the Individual.

5.3 Transfers Incident to Divorce. All or any portion of the Individual’s interest in the Account may betransferred to a former spouse pursuant to a divorce decree or written instrument incident to divorceas provided in Section 408(d)(6) of the Code, in which event the transferred portion of the Account shallbe held as a separate IRA for the benefit of such spouse in accordance with the terms and conditionsof this Agreement.

SECTION VI

Reporting, Disclosure and Fees

6.1 Information by Individual. The Individual shall furnish the Custodian (or MassMutual, acting on behalfof the Custodian) with all information as may be necessary for the Custodian to prepare any reportsrequired pursuant to Section 408(i) of the Code and the regulations thereunder.

6.2 Annual Reports by Custodian. The Custodian shall render an annual report to the Individual (or,following his or her death, the Beneficiary) on or before January 31 of each calendar year, containingall information with respect to the preceding calendar year as is required to be furnished pursuant toSection 408(i) of the Code and the regulations thereunder and such information concerning requiredminimum distributions as is prescribed by the Commissioner of Internal Revenue. In addition, theCustodian shall submit all other reports to the IRS and the Individual as may be prescribed by the IRS.

6.3 Fees and Expenses. The Custodian’s fees with respect to the establishment and maintenance of theAccount, including any fee the Custodian may assess for the Account in connection with a request bythe Individual to change the custodian for the Account in accordance with Section 7.2., shall be paid byMassMutual.

Individual hereby authorizes the Custodian to deduct MassMutual’s fee for the RMA Program from theAccount upon instructions from MassMutual. MassMutual may change the fee for the RMA Program asprovided in the agreement between MassMutual and the Individual with respect to the RMA Program,and the Custodian may in the future charge a separate custodial fee (with or without a correspondingreduction in the RMA Program fee) by amending this Agreement as provided for in Section 7.1 of thisAgreement. If a separate Custodian fee is charged, such fee shall be charged to the Account unless paiddirectly by the Individual at such time and in such manner as the Custodian may prescribe.

In any event, Custodian shall be entitled to charge reasonable fees with respect to the establishmentand maintenance of the Account, and to receive reimbursement for all reasonable expenses incurred byit in the management of the Account. If sufficient cash is not available in the Account, the Custodianreserves the right to sell any assets in the Account to cover amounts due the Custodian or MassMutual.

SECTION VII

Amendment and Termination

7.1 Amendment. The Custodian is authorized to amend the Agreement in any respect and at any time(including retroactively) to comply with the applicable provisions of the Code, the regulations and other

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official guidance issued thereunder. Any other amendment to the Agreement shall require the consentof the Custodian and the Individual. For these purposes, the Individual shall be deemed to haveconsented to any amendment to the Agreement if the Individual fails to object thereto within 30 daysafter having received written notice of the amendment from the Custodian.

7.2 Resignation or Removal of Custodian.

The Custodian may resign at any time by providing thirty (30) days’ written notice to the Individual (or,following the Individual’s death, the Beneficiary) which notice may be waived by the recipient, and byappointing a successor Custodian who is qualified to serve as trustee of an individual retirementaccount under Section 408(a)(2) of the Code and section 1.408-2(e) of the Income Tax Regulations. TheCustodian may not terminate this agreement in accordance with Section 7.3 until a qualified successorhas been appointed.

The Individual (or, following the Individual’s death, the Beneficiary) may remove the Custodian at anytime by providing thirty (30) days’ written notice to the Custodian (which notice may be waived by theCustodian). In case of the Custodian’s removal, the Individual shall appoint a successor Custodian underthis Agreement who is qualified to serve as trustee of an individual retirement account under Section408(a)(2) of the Code and section 1.408-2(e) of the Income Tax Regulations. If within 90 days after theCustodian’s removal, or such longer time as the Custodian may agree to, a successor Custodian has notbeen appointed, the Custodian may terminate this Agreement in accordance with Section 7.3.

Upon receipt by the Custodian of written acceptance of such appointment by the successor Custodian,the Custodian shall transfer to the successor Custodian the assets of the Account and all necessaryrecords pertaining thereto, after reserving such reasonable amount, as it deems necessary for paymentof its fees and expenses.

The Custodian shall substitute another custodian if it no longer meets the requirements of Section408(a)(2) of the Code.

7.3 Termination. The Individual may at any time terminate this Agreement by delivering to the Custodian awritten notice of termination. The Custodian may terminate this Agreement by appointing a successorCustodian or in the event an Individual fails to appoint a successor Custodian, in either case under thecircumstances described in Section 7.2. Upon the termination of the Agreement, the assets in theAccount shall be distributed to the Individual in a lump-sum payment of cash or in kind in a mannerconsistent with the terms and conditions of such assets. The income benefits funded by the FlexibleBenefits Annuity will continue to be paid in accordance with the provisions of the FBA.

SECTION VIII

Miscellaneous

8.1 Exclusive Benefit; Nonforfeitability. The Account is established for the exclusive benefit of theIndividual or, following his or her death, the Beneficiary. The interest of the Individual in the balance ofthe Account shall at all times be nonforfeitable.

8.2 Prohibition Against Assignment. Except as may otherwise be provided in Section 5.3, no interest, right,or claim in or to any part of the Account or any payment therefrom shall be assignable, transferable, orsubject to sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment,execution, or levy of any kind, and the Custodian shall not recognize any attempt to effect any of thepreceding, except to the extent required by law.

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8.3 Delegation of Custodian’s Responsibilities. To the extent not prohibited by law, Custodian may delegateany of its duties under this Agreement to another person, including to its affiliate MassMutual.

8.4 Prohibited Transactions. Neither the Individual nor any Beneficiary shall engage in any transaction withrespect to the Account that is prohibited under Section 4975 of the Code and which, under Section408(e)(2) of the Code, would cause the Account to no longer qualify as an individual retirement account.

8.5 Governing Law. This Agreement shall be governed, administered and enforced according to the laws ofthe Commonwealth of Massachusetts except to the extent preempted by federal law.

INTRODUCTION

This Disclosure Statement describes the general requirements and features of a traditional IRA, as well as thespecific features of the Retirement Management Account IRA Custodial Account Agreement. The followinginformation is provided to you in accordance with the requirements of the Internal Revenue Code of 1986, asamended (the “Code”) and should be reviewed in conjunction with both the Retirement Management Account IRACustodial Account Agreement and Retirement Management Account IRA Program Agreement.

The terms used in this Disclosure Statement have the same meaning as the definitions set forth in Section 1 of theRetirement Management Account IRA Custodial Account Agreement, unless a different meaning is clearly requiredby the context. Of course you should seek competent tax or legal advice with respect to any and all matterspertaining to this Retirement Management Account IRA, as such matters may result in adverse tax consequencesand/or penalties to you.

RIGHT TO CANCEL

If you do not receive this Disclosure Statement at least seven calendar days prior to the time you establish this IRA,you have the right to cancel this Account within seven (7) calendar days of its establishment. If canceled, you areentitled to a full return of the contribution you made to your IRA. The amount returned to you would not include anadjustment for such items as sales commissions, administrative expenses, or fluctuation in market value. You maymake this revocation by mailing or delivering a written or electronic notice to the address listed below.

MassMutualIncome Management/RMA M250100 Bright Meadow BlvdEnfield, CT 06082

If you send your notice by first-class mail, your cancellation will be deemed mailed as of the date of the postmark. If youhave any questions about the procedure for canceling your IRA, please call your Advisor.

DESCRIPTION OF ACCOUNT AND DESIGNATION OF BENEFICIARY

Your IRA is a custodial account created for you or your beneficiary(ies)’ exclusive benefit. Your interest in the Accountis fully vested, nonforfeitable and nontransferable. The assets remaining in your Account will be distributed upon yourdeath in accordance with the Retirement Management Account program you developed and in accordance with theInternal Revenue Code and applicable regulations. Your Beneficiary may be confirmed to you periodically by theCustodian and upon your request, may be changed at any time in a form and manner acceptable to the Custodian. Ifthere is no Beneficiary designated for your Account in the Custodian’s records, your Account will be paid to yourestate in accordance with the Internal Revenue Code and applicable regulations. Unless otherwise specified by you, ifthe primary Beneficiary you designated predeceases you, payment of your account will be made to the survivingcontingent Beneficiary(ies) designated by you in accordance with the Retirement Management Account program.Unless otherwise specified by you, if a contingent Beneficiary you designated predeceases you, the entire interest inthe Account for that deceased Beneficiary will be divided equally among the surviving contingent Beneficiary(ies).

Retirement Management AccountIndividual Retirement Account (IRA)Disclosure Statement

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INVESTMENT OF ACCOUNT

The assets in your Retirement Management Account IRA will be invested in accordance with instructionscommunicated by you (or your Authorized Agent, or, following your death, your Beneficiary, executor, administrator orAuthorized Agent). As with any investment, you should read any publicly available information (e.g., prospectuses,annual reports, etc.), as well as any other information to which you have access, which would enable you to make aninformed investment decision. Investments you direct through your Retirement Management Account IRA shouldtake into account your overall investment portfolio, your tolerance for risk, and the various tax consequences of youractions. You should periodically review your investments, and make any adjustments that you feel may be necessary.If no investment instructions are received from you, or if the instructions received are, in the opinion of the Custodian,incomplete or unclear, you may be requested to provide further instructions or other information. In the absence ofsuch instructions or information, your investment may be returned to you or may be invested in money marketvehicles. Keep in mind that with respect to investments in regulated investment company shares (i.e. mutual funds),or other securities or insurance contracts of any kind held in your account, growth in the value of the account cannotbe guaranteed or projected by the Custodian.

No part of your IRA assets may be invested in life insurance contracts or collectibles, nor may your IRA assets becommingled with other property except in a common trust fund or common investment fund.

Reinvestment of Earnings. All dividends and capital gains received on shares of a mutual fund held in the InvestmentPortion of your Retirement Management Account IRA that are permitted to be reinvested in additional shares of thefund shall, in the absence of general or specific investment directions by you or your Authorized Agent to thecontrary, be automatically reinvested in additional shares of the fund.

TYPES OF IRAS

Traditional IRA – You may make a traditional IRA annual contribution of up to the deductible amount under Section 219of the Code or 100% of your compensation, whichever is less. Earnings and gains on your traditional IRA contributionsare not subject to federal income taxes until they are actually distributed. The state tax consequences of yourtraditional IRA will vary from state to state. You are strongly encouraged to consult a tax advisor to determine the statetax consequences of establishing a traditional IRA. (To determine the amount of your income tax deduction, if any, foryour traditional IRA contribution see “Limits on Deductible Contributions” below).

Rollover IRA – If you retire or change jobs, you may be eligible for a distribution from your employer’s retirement plan.To avoid mandatory withholding of 20% of your distribution for federal income tax, and to preserve the tax-deferredstatus of the distribution, you can roll over the distribution directly to a Rollover IRA. If you choose to have thedistribution paid to you rather than directly to the Rollover IRA, you will be subject to mandatory federal income taxwithholding at the rate of 20%. You may still reinvest up to 100% of the total amount of your distribution, which iseligible for rollover in a Rollover IRA by replacing the 20%, which was withheld for taxes with other assets you own.You must reinvest the eligible portion of such distribution proceeds in a Rollover IRA (or conduit IRA) within 60 days ofreceipt of your distribution. The amount invested in a Rollover IRA, whether as a direct rollover or within 60 days ofyour receipt of the distribution, can be excluded from your taxable income for the year in which you receive theeligible rollover distribution from your employer’s plan. For more detailed information regarding rollovers please readthe Rollover Contribution section below.

IRA Eligibility: Employees and self-employed individuals who are under age 701/2 and who have compensation (orearned income, in the case of a self-employed individual) are eligible to contribute to an IRA even if they are alreadycovered under another employer-sponsored retirement plan. Employers may contribute to IRAs established by theiremployees, or to IRAs used as part of a Simplified Employee Pension plan (SEP).

CONTRIBUTIONS

General – You may make annual cash contributions to an IRA in any amount up to 100% of your compensation for theyear or the deductible amount under Section 219 of the Code, whichever is less. The Section 219 contribution limits are

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provided below. Contributions (other than Rollover Contributions and Direct Transfers described below) must be made in“cash” and not “in-kind”. Therefore, securities or other assets already owned cannot be contributed to an IRA but canbe converted to cash and then contributed. No part of your contribution may be invested in life insurance or becommingled with other property, except in a common trust fund or common investment fund.

For years after 2008 the contribution limit will be periodically indexed for inflation in $500 increments.

Catch-Up Contributions. If you are at least 50 on December 31 of any year, you will be able to make additional “catch-up” contributions to your IRA for that year. Under the current law, the amount of the “catch-up” contribution for 2005 is$500. Beginning in 2006 and thereafter, the amount of the “catch-up” contribution will be $1,000

Compensation refers to wages, salaries, professional fees, or other amounts derived from or received for personalservice actually rendered and includes the earned income of a self-employed individual, and any alimony or separatemaintenance payment includible in your gross income. It does not include earnings and profits from property such asdividends, interest, or capital gains, or amounts received as a pension or annuity, or as deferred compensation.

Adjusted Gross Income is determined prior to adjustments for personal exemptions and itemized deductions. Forpurposes of determining the IRA deduction (see below) adjusted gross income is modified to take into accounttaxable benefits under the Social Security and Railroad Retirement Acts and passive loss limitations under CodeSection 469, except that you should disregard code sections 135, 137, 221, 222 and 911 and any IRA deduction youmay have taken.

Timing of Contributions. You may make contributions to your IRA at any time up to and including the due date,excluding extensions, for filing your tax return for the year (generally April 15th) for which the contribution is made. Ifyou do not inform the Custodian of the year for which an IRA contribution is made, the Custodian will assume that thecontribution is made for the year in which it is received. You may continue to make annual contributions to your IRAup to (but not including) the calendar year in which you reach age 701/2 (other than rollover contributions and directtransfers). You may continue to make annual contributions to your spouse’s IRA up to (but not including) the calendaryear in which your spouse reaches age 701/2.

Maximum Contributions not Required. You do not have to contribute to your traditional IRA every year, nor are yourequired to make the maximum contribution for any year. However, if you decide in any year not to make themaximum IRA contribution, you may not make up the missed contribution in later years.

Rollover IRA Contributions and Direct Transfers. Qualifying distributions from employer-sponsored retirement plans(for example, 401(k), pension, profit-sharing, and Keogh plans), tax-deferred annuity arrangements or deferredcompensation plans of state and local governments under Section 457 of the Code may be eligible for rollover into yourIRA. However, strict limitations apply to such rollovers, and you should seek competent tax advice regarding theserestrictions. See the following Rollover section for more in-depth information regarding rollovers.

Excess Contributions. Contributions (including an improper rollover or direct transfer), which exceed the allowablemaximum per year, are considered excess contributions. A non-deductible penalty tax of 6% of the excess amountcontributed will be incurred for each year in which the excess contribution remains in your IRA. If you make a

Maximum Maximum Annual Contribution Annual Contribution

Individual Individual Age 50 Year Under Age 50 or Older

2005 $4,000 $4,500

2006 $4,000 $5,000

2007 $4,000 $5,000

2008 $5,000 $6,000

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contribution to your IRA in excess of your allowable maximum for any taxable year, you may correct the excesscontribution and avoid the 6% penalty tax for that year by withdrawing the excess contribution and its earnings, if any,on or before the due date, including extensions, for filing your tax return for that year. The amount of excesscontribution withdrawn will not be considered a premature distribution nor be taxed as ordinary income, but anyearnings withdrawn will be taxed as ordinary income to you and may be subject to a 10% early withdrawal penalty ifyou are under age 591/2. Alternatively, excess contributions for one year may be carried forward and reported in thenext year to the extent that the excess, when aggregated with your IRA contribution(s) (if any) for the subsequent year,does not exceed the maximum amount for that year. The 6% excise tax will be imposed on excess contributions foreach year they are not returned nor applied as contributions.

Return of Excess Contribution After Tax Return Due Date. If you make an excess contribution to your IRA for ataxable year and you withdraw the excess contribution after the due date for filing your federal income tax return(including extensions), the returned excess contribution will not be includible in your gross income as an IRAdistribution (subject to possible premature distribution penalties) if: (1) your total IRA contributions for the year werenot more than the deductible amount in effect under Section 219 of the Code, and (2) you did not deduct the excesscontribution on your return (or if the deduction was disallowed by the IRS). However, you must pay the 6% excise taxon the excess contribution for each taxable year that it was still in your IRA at the end of the year. Under thisprocedure, you are not required to withdraw any earnings attributable to the excess contribution.

Applying Excess Contribution to Subsequent Year. You may also eliminate an excess contribution from your IRA in asubsequent year by not contributing the maximum amount for that year and applying the excess contribution to thesubsequent year’s contribution. You may be entitled to a deduction for the amount of excess contribution that isapplied in the subsequent year provided you did not previously deduct the excess contribution (or if the deductionyou claimed was disallowed by the IRS). However, if you incorrectly deducted an excess contribution in a closedtaxable year (i.e., one for which the period to assess a deficiency has expired), the amount of the excess contributioncannot be deducted again in the subsequent year in which it is applied.

DEDUCTIBLE IRA CONTRIBUTIONS

Contributions to your traditional IRA may be deductible in whole or in part for federal income tax purposes, asdetermined by the rules summarized below. You should contact your tax advisor to determine the deductibility of IRAcontributions for state income tax purposes.

Married Couples. If you are married and file a joint tax return with your spouse, and neither of you is considered anactive participant in an employer-sponsored retirement plan, you and your spouse may each make a fully deductibleIRA contribution of the deductible amount under Section 219 of the Code or 100% of your combined compensation,whichever is less. If you are a married couple filing jointly with AGI (adjusted gross income) of $150,000 or less for theyear for which the contribution relates if only one of you is considered an active participant, the spouse (including anon-wage earning spouse) who is not an active participant in an employer-sponsored retirement plan may make afully deductible IRA contribution of up to the deductible amount under Section 219 of the Code or 100% of combinedcompensation. For married couples where one person is considered an active participant, this deduction is phasedout for the non-working spouse based on joint AGI between $150,000 - $160,000. For married couples where both areconsidered active participants and for the working spouse where only one spouse is considered an activeparticipant, the phase-out ranges for deducting an IRA contribution are provided in the chart below. If you are amarried couple that lives together at any time during the year but file your income taxes separately, and have morethan $10,000 in compensation for the year, you are not eligible for a deductible IRA contribution if either spouse isconsidered an active participant.

Single Taxpayers. If you are not married and are not an active participant in an employer-sponsored retirement plan,you may make a fully deductible IRA contribution in any amount up to 100% of your compensation for the year or thedeductible amount under Section 219 of the Code, whichever is less. The phase-out ranges for deducting an IRAcontribution for single taxpayers who are considered active participants are provided in the chart below.

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Active Participant Defined. You are considered an active participant if you participate in an employer-sponsoredretirement plan. You are an active participant in an employer-sponsored retirement plan even if you do not have avested right to any benefits under your employer’s plan. Whether you are an “active participant” depends on the type ofplan maintained by your employer. You should check with your employer for your status in this regard. Generally, youare considered an active participant in a defined contribution plan if an employer contribution or forfeiture was creditedto your account under the plan during the year. You are considered an active participant in a Simplified EmployeePension Plan (SEP) or Savings Incentive Match Plan for Employees (SIMPLE) if an employer contribution, including asalary reduction contribution, was made to your account for a tax year. You are considered an active participant in adefined benefit plan if you are eligible to participate in the plan, even though you may elect not to participate. However,if you have not satisfied the defined benefit plan’s minimum age or service conditions required for participation, you arenot considered an active participant in the plan. You are also treated as an active participant for a year during whichyou make a voluntary or mandatory contribution to any type of plan, even though your employer makes no contributionto the plan. An “employer-sponsored retirement plan” includes any of the following types of retirement plans:

• a qualified pension, profit-sharing, or stock bonus plan established in accordance with Internal Revenue Code §401(a) or 401(k)

• a Simplified Employee Pension Plan (SEP) (Internal Revenue Code §408(k)

• a Saving Incentive Match Plan for Employees (SIMPLE) established in accordancewith Internal Revenue Code §408(p)

• a deferred compensation plan maintained by a governmental unit or agency.

• tax-sheltered annuities and custodial accounts (Internal Revenue Code §§403(b) and 403(b)(7)

• a qualified annuity under Internal Revenue Code §403(a)

Adjusted Gross Income Defined. For purposes of the traditional IRA deduction limits, your adjusted gross income iscalculated by taking into account any taxable Social Security benefits and taxable IRA distributions you may receivefor the year. However, your adjusted gross income is not reduced by any deductible traditional IRA contributions youmay make for the taxable year, employer-provided adoption assistance that is otherwise not taxable, proceeds of U.S.Savings Bonds used for higher education expenses that are otherwise not taxable, any deductible interest oneducation loans or any deductible qualified tuition or related expenses.

Limits on Deductible Contributions. If you (or your spouse, if you are filing a joint tax return) are not eligible for a fullydeductible IRA contribution, you may be eligible for a partially deductible IRA contribution if your adjusted grossincome does not exceed certain deductibility limits, which are discussed below. For “active participants” in anemployer-sponsored retirement plan, full deduction is phased-out between the following new AGI limits:

For the 2005 tax year, the applicable dollar amount is $50,000 for individuals, and $70,000 for married couples filing a jointtax return, with additional increases scheduled for each tax year as indicated above until the year 2007. The applicabledollar limit for married individuals filing separate returns is $0. If your adjusted gross income exceeds the applicable

Married CouplesYear Filing Joint Returns Individuals

2005 $70,000 – $ 80,000 $50,000 – $60,000

2006 $75,000 – $ 85,000 $50,000 – $60,000

2007+ $80,000 – $100,000 $50,000 – $60,000

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dollar limit by not more than $10,000 ($20,000 for the 2007 tax year and beyond for married couples filing a joint return),you may make a deductible IRA contribution (but the deductible amount will be less than the deductible amount underSection 219 of the Code). To determine the amount of your deductible contribution, use the following calculation:

1. Subtract the applicable dollar amount from your adjusted gross income. If the result is$10,000 ($20,000 for married couples filing a joint return for the 2007 year and beyond)or more, stop; you can only make a nondeductible contribution.

2. Subtract the above figure from $10,000 ($20,000 for married couples filing a joint returnfor the 2007 year and beyond).

3. Divide the result from 2 above by $10,000 ($20,000 for married couples filing a jointreturn for the 2007 year and beyond).

4. Multiply the deductible amount under Section 219 of the Code by the fraction resultingfrom 3 above. This is your maximum deductible contribution limit.

If the deduction limit is not a multiple of $10, then it is to be rounded up to the next lowest $10 multiple. There is a $200 minimum floor on the deduction limit if your adjusted gross income does not exceed the annual limits in thechart above for individuals or married couples filing jointly. Adjusted gross income for married couples filing a jointtax return is calculated by aggregating the compensation of both spouses. The deduction limitations on IRAcontributions, as determined above, then apply to each spouse.

Nondeductible IRA Contributions. Even if your income exceeds the limits described above, you may still make anondeductible IRA contribution up to the lesser of the deductible amount under Section 219 of the Code or 100% ofyour compensation to a traditional IRA. There are no income limits for making a nondeductible contribution to atraditional IRA. Earnings on any traditional IRA contributions are tax-deferred until withdrawn.

You are required to designate on your tax return the extent to which your IRA contribution is nondeductible.Therefore, your designation must be made by the due date (including extensions) for filing your tax return for the yearfor which the contribution is made by filing Form 8606. If you overstate the amount of nondeductible contributions fora taxable year, a penalty of $100 will be assessed for each overstatement unless you can show that theoverstatement was due to a reasonable cause.

TRANSFERS

This section discusses options for carrying out a custodian/trustee-to-custodian/trustee asset transfer of yourexisting IRA to another IRA of the same type (e.g., a transfer from traditional IRA to traditional IRA).

Tax-Free Transfer From An Existing IRA to Another IRA. In order to give you greater investment flexibility, you arepermitted to transfer IRA assets directly from one trustee or custodian to another on a tax-free basis. If you alreadyhave an IRA with another trustee or custodian you may authorize a direct transfer of your IRA assets to a new IRAwithout paying taxes, subject to the rules and restrictions of your existing account. Transfers are only permittedbetween the same types of IRA plans (e.g., from a traditional IRA to traditional IRA). You may make such a transfer asoften as you wish. Of course, such a transfer of assets is not tax deductible.

Transfers Due to Divorce or Legal Separation. If all or any portion of your IRA is awarded to a former spousepursuant to divorce or legal separation, such portion can be transferred to an IRA in the receiving spouse’s name.This transaction can be processed without any tax implications to you provided a written instrument executed by acourt incident to the divorce or legal separation in accordance with Section 408(d)(6) of the Code is received by theCustodian, and specifically directs such a transfer. In addition, you must also provide the Custodian with a letter ofinstruction and account number of the IRA maintained by the receiving spouse, or an IRA application executed by thereceiving spouse, if a new IRA will be established.

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ROLLOVER CONTRIBUTIONS

As stated before, a rollover contribution is a contribution to your IRA of cash or other assets you receive as adistribution from another individual retirement arrangement, a qualified plan, an annuity plan described in Section403(a) of the Code, a Section 403(b) account or annuity or a deferred compensation plan of a state or localgovernment under Section 457 of the Code. A rollover transaction is tax free, in that the amounts received as adistribution and properly rolled over to your IRA will not be currently taxable in the year of receipt. Of course, arollover contribution to your IRA is not tax deductible.

Eligible rollover distributions from any of the plans listed above are subject to a mandatory 20% withholding taxunless the distribution is a trustee-to-trustee transfer to another eligible retirement plan. If you elect to receive thedistribution directly, before rolling it to another eligible retirement plan, the withheld amount will be subject to taxunless an equal amount is contributed to the plan from another source. In addition, the 10% penalty on prematuredistributions may also apply to the amount withheld where only the remaining 80% is rolled over. See the followingPremature Distribution section for more in-depth information regarding premature distributions.

Rollover from an Existing IRA. If you receive a distribution of assets from an existing IRA, you may make a rollovercontribution of all or part of the assets you receive tax-free to another IRA. The rollover must be completed within 60 days after you receive the distribution from your existing IRA. You are limited to one such tax-free rollover every 12 months (beginning on the date you receive the IRA distribution, not on the date you make the rollover contribution).You may not roll over a minimum distribution amount you are required to receive from your traditional IRA uponattaining age 701/2. If your distribution consists of property other than cash, you must roll over to your new IRA thesame property you received from your old IRA. If you wish to make a rollover contribution of property other than cashto your IRA, you must obtain the prior approval of the Custodian.

Note: A tax-free transfer of funds as described in the previous Transfer section is not a rollover since you did notactually receive the distribution from your IRA. Rather it is a direct transfer from one trustee or custodian to anotherand is not affected by the 12-month waiting period applicable to IRA rollovers.

Eligible Rollover Distribution From Employer’s Retirement Plan to a Traditional IRA. If you are entitled to receive an“eligible rollover distribution” from an employer’s qualified retirement plan (such as, a 401(k), pension, profit-sharing,or stock bonus plan) or a 403(b) account or annuity or from a deferred compensation plan of a state or localgovernment under Section 457 of the Code, you may make a tax free rollover contribution of the distribution to atraditional IRA. An “eligible rollover distribution” generally includes any distribution or withdrawal from any plandescribed above other than:

(1) A distribution that is part of a series of substantially equal periodic payments (not lessfrequently than annually) over a specified period of 10 years or more, or over your life(or life expectancy), or over the joint lives (or joint life and last survivor expectancy) ofyou and your designated beneficiary;

(2) Any portion of a distribution that represents a required minimum distribution to youafter age 701/2;

(3) Any nontaxable portion of a distribution that represents a return of after-taxcontributions (except such amounts may be rolled into an IRA) or

(4) Any distribution which is made upon your hardship.

If you elect to have an eligible rollover distribution from an employer’s qualified retirement plan paid directly to you,your distribution will be subject to 20% federal income tax withholding. You will still have the option of making a tax-free rollover contribution of your eligible rollover distribution to a traditional IRA within 60 days of receipt of yourdistribution. You may roll over any amount up to 100% of your eligible rollover distribution (including an amount equalto the 20% that was withheld by coming up with additional money to make up for the withheld amount).

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Rollovers Due to Divorce or Similar Proceedings. If you are eligible to receive an eligible rollover distribution from anemployer’s qualified plan in accordance with a “qualified domestic relations order” resulting from divorce or similarproceedings, you may have all or part of the distribution rolled over to your traditional IRA on a tax-free basis.

DISTRIBUTIONS

General. Distributions from your IRA will only be made upon your request (or the request of your Authorized Agent, or,following your death, your Beneficiary, executor, or administrator) in a form and manner acceptable to the Custodian.However, the Custodian may make a distribution from your IRA without your instruction if directed to do so by a courtorder or levy. Distributions from your IRA can be made at any time, but must begin no later than the April 1 followingthe year in which you reach age 701/2. Distributions from your Account will generally be included in your grossincome and taxed as ordinary income for federal income tax purposes for the year in which you receive them.

Premature Distributions. To the extent they are included in income, distributions from your IRA made before youreach age 591/2 will be subject to a nondeductible 10% early withdrawal penalty (in addition to being taxable asordinary income) unless the distribution is an exempt withdrawal of an excess contribution, or the distribution isrolled over to another employer-sponsored retirement plan, an annuity plan described in section 403(a), a 403(b)account or annuity or a deferred compensation plan of a state or local government under Section 457 of the Code, orthe distribution is made on account of your death or disability, or if the distribution

• is part of a series of substantially equal periodic payments made not less frequentlythan annually over your life or life expectancy or the joint life expectancies of yourselfand your Beneficiary,

• is for qualified medical expenses in excess of 7.5% of your Adjusted Gross Income (AGI),

• is to cover qualified health insurance premiums of certain unemployed individuals,

• is used to acquire a first-time principal residence for you, your spouse, you or yourspouse’s children, grandchildren or ancestors (subject to a $10,000 lifetime limit),

• is used to pay qualified higher education expenses for education for you, your spouse,your children, or your grandchildren or any children or grandchildren of your spouse, or

• is made on account of an IRS levy, as described in Internal RevenueCode Section 6331.

You should consult with your tax advisor to see if an exception to the early withdrawal penalty applies beforerequesting any distribution prior to age 591/2.

Latest Time to Withdraw. You must begin receiving distributions of the assets in your account when you reach age70 1/2. You must receive the required minimum distribution amount from your IRA for the calendar year in which youattain age 701/2 by April 1 of the following year. Distributions must continue to be made by December 31 of eachsubsequent year. If you maintain more than one IRA (Roth IRAs excluded), you may take from any one or more of yourIRAs the aggregate amount to be withdrawn.

Minimum Distributions. It is your responsibility to ensure that required distributions are timely and are in amounts,which satisfy IRS requirements. Distributions from your Account will be made in accordance with the minimumdistribution requirements of Section 408(a)(6) of the Code and the regulations and other official guidance issuedthereunder, all of which are incorporated herein by reference.

You may be subject to a 50% excise tax on the amount by which the distribution you actually received in any year fallsshort of the minimum distribution required for the year. The 50% tax is imposed on the difference between the amountactually distributed from your IRA and the amount required to be distributed. This penalty tax may be waived in certaincases provided you can establish to the satisfaction of the IRS that the deficit in the amount distributed was due to areasonable error and you are taking steps to remedy the problem. For more information see IRS Publication 590.

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Methods of Distribution. See your Retirement Management Account IRA Custodial Account Agreement for a fulldescription of how required minimum distributions will be supported under your Retirement Management Account IRA.

Distribution Upon Death. If your spouse is your Primary Beneficiary and you start to receive distributions from yourAccount, but you die before receiving the balance of your Account, your spouse has several options. Your spousecan either keep receiving distributions from your Account at least as rapidly as you were receiving them, or roll overall or part of your Account into an IRA in his or her name. If distributions from your Account had not yet begun, yourspouse may defer taking distributions until December 31 of the year you would have turned 70 1/2, and then receivedistributions over his or her life expectancy, or roll over the account into an IRA in his or her name, and treat the IRAas his or her own.

If your Beneficiary is not your spouse, and distributions had begun from your Account, your Beneficiary maycontinue to receive them at least as rapidly as the payment schedule you had established. If distributions had notyet begun, your Beneficiary must deplete your Account within 5 years of December 31 of the year of your death, orstart taking distributions from your Account by December 31 of the year following the year of your death over his orher own life expectancy.

Distribution of Nondeductible Contributions. To the extent that a distribution constitutes a return of your nondeductiblecontributions, it will not be included in your income. The amount of any distribution excludable from income is theportion that bears the same ratio to the total distribution that your aggregate nondeductible contributions bear to thebalance at the end of the year (calculated after adding back distributions made during the year) of your IRA. For thispurpose, all of your IRAs Roth IRAs excluded) are treated as a single IRA. Furthermore, all distributions from an IRAduring a taxable year are generally treated as one distribution for federal income tax purposes, although distributionsmay be reported during a year as being taken for different reasons. The aggregate amount of distributions excludablefrom income for all years is not to exceed the aggregate nondeductible contributions for all calendar years. There is a10% additional income tax assessed against premature distributions to the extent such distributions are includible inincome (see “Premature Distributions” above).

Rollover Treatment. Certain distributions from your IRA representing all or any part of the assets in your IRA are alsoeligible for rollover treatment. You may roll over all or any part of the same property from this distribution of assets,within 60 days of receipt, into the same IRA, another IRA, an individual retirement annuity, a qualified plan, an annuityplan described in Section 403(a), an annuity or account described in Section 403(b) or a deferred compensation plan ofa state or local government described in Section 457 of the Code and still maintain the tax-deferred status of theseassets. A 60-day rollover can be made from an IRA once every 12 months. All or any part of an amount distributed for aqualified first-time home purchase of a principal residence which does not materialize solely by reason of a delay orcancellation of the purchase or construction of the residence can be returned or rolled over to an IRA. In such instance,the 60 days is extended to 120 days, and the rollover will not count for purposes of the “once every 12 months rule”mentioned above. Since failed or erroneous rollovers can result in significant tax consequences and possible penalties,you should speak to a tax advisor before initiating a rollover.

FEES AND EXPENSES

Fees and other expenses of maintaining and terminating your Retirement Management Account IRA (including anycommission charges) are described in the Retirement Management Account Program materials that will be furnished toyou when you establish your Account. Fees may be changed from time to time as provided in the RetirementManagement Account Custodial Account Agreement. The Custodian may charge an annual custodial fee. The Custodianwill redeem sufficient mutual fund shares or apply other assets from your Account to pay the fees.

PROHIBITED TRANSACTIONS

Generally a prohibited transaction is any improper use of your IRA. An example of a prohibited transaction is borrowingmoney from the account. If any of the events prohibited by Section 4975 of the Code occurs during the existence of yourIRA, your Account will be disqualified and the entire balance in your Account will be treated as if distributed to you as ofthe first day of the year in which the prohibited event occurs. This “distribution” would be subject to ordinary incometax and, if you were under age 591/2 at the time, to a nondeductible 10% penalty tax on premature distributions.

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If you or your Beneficiary use or pledge all or any part of your IRA as security for a loan, then the portion so pledged willbe treated as if distributed to you, and will be taxable as ordinary income and, if you were under age 591/2, will besubject to a nondeductible 10% penalty during the year in which you make such a pledge or use of the IRA.

OTHER TAX CONSIDERATIONS

No Special Tax Treatment. No distribution to you or anyone else from your Account can qualify for capital gainstreatment under the federal income tax laws. Any distribution is taxed to the person receiving the distribution asordinary income. There are no special averaging rules applicable to distributions from your Account.

Gift Tax. If you elect during your lifetime to have all or any part of your Account payable to a Beneficiary at or afteryour death, the election will not subject you to gift tax liability, but you should check with your tax advisor regardingany gift tax consequences.

Estate Tax. Generally, amounts remaining in your IRA after your death will be included in your gross estate for federalestate tax purposes.

Tax Withholding. Federal income tax will be withheld from distributions you receive from an IRA unless you elect notto have tax withheld. Federal income tax will be withheld at the rate of 10%, unless you elect a higher rate.

Reporting for Tax Purposes. Contributions to your IRA must be reported on your tax Form 1040 or 1040A for thetaxable year contributed. Each year, the Custodian will send you Form 5498, Individual Retirement ArrangementInformation, showing your preceding-year IRA contributions. You will be required to designate your IRA contributionas deductible or nondeductible. You are also required to attach IRS Form 8606 to your 1040 or 1040A Form for eachyear for which a nondeductible IRA contribution is made, and, thereafter, for each year in which you take adistribution from your Account. Form 8606 is used to report nondeductible IRA contributions and to calculate thebasis (nontaxable part) of your IRA. You may also be responsible for filing IRS Form 8606 to report nondeductible RothIRA contributions, to calculate the amount includible in gross income due to conversions or distributions, and toaccount for any recharacterization of contributions or conversions. Other reporting will be required by you in theevent that special taxes or penalties described herein are due. You must also file Treasury Form 5329 with the IRS foreach taxable year in which the contribution limits are exceeded, a premature distribution takes place, or less thanthe required minimum is distributed from your IRA. When you receive distributions from your IRA, the Custodian willsend you the required tax form (Form 1099-R).

Tax Qualification of Your IRA. In certain cases, the IRS issues favorable opinion letters approving an account as toform for use as a type of traditional IRA. Such an opinion letter does not represent a determination of the merits ofyour Retirement Management Account. An opinion letter has been requested for the generic version of yourRetirement Management Account IRA Custodial Account Agreement.

OTHER INFORMATION

The Custodian. The Custodian of your IRA is The MassMutual Trust Company, FSB.

Amendments. The Custodian is specifically authorized to make any amendments to the IRA necessary to comply withthe applicable provisions of the Internal Revenue Code. The Custodian will inform you of any such amendments.

Important Information About Procedures For Opening A New Account. To help the government fight the funding of terrorism and money laundering activities, Federal law requires allfinancial institutions to obtain, verify and record information that identifies each person who opens an account.

What this means for you: When you open an account, we will ask for your name, address, date of birth, and otherinformation that will allow us to identify you. We may also ask to see your driver’s license or other identifyingdocuments. If you cannot provide the information or documentation we require, we may be unable to open anaccount or effect a transaction for you.

Massachusetts Mutual Life Insurance Companyand affiliates, Springfield, MA 01111-0001

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