BOAR D O F GOVERNOR S 

OF THE 

FEDERA L RESERVE SYSTEM 

WASHINGTON, D. C. 20551 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

October 31, 2012 

William E. Stern, Esq. 

Goodwin Procter LLP 

The New York Times Building 

620 Eighth Avenue 

New York, New York 10018 

Dear Mr. Stern: 

This is in response to the application by Massachusetts Mutual Life Insurance 

Company ("MassMutual"), Springfield, Massachusetts, to deregister as a savings and loan 

holding company ("SLHC") pursuant to section 604(i) of the Dodd-Frank Act, 

12 U.S.C. § 1467a(a)(l)(D)(ii)(II), and the Board's Regulation LL, 12 CFR 238.4(d). 

MassMutual seeks to deregister based on the representation that its subsidiary federal savings 

association, The MassMutual Trust Company, FSB ("MassMutual Trust"), Enfield, Connecticut, 

qualifies as a trust-only company pursuant to section 2(c)(2)(D) of the Bank Holding Company 

Act, 12 U.S.C. § 1841(c)(2)(D). 

MassMutual is a life insurance company and is an SLHC because it owns 

MassMutual Trust. MassMutual Trust is a limited-purpose savings association that serves as a 

trustee for its customers and provides asset and investment management services. 

In connection with the application, MassMutual and MassMutual Trust have 

committed as follows: 

1. MassMutual Trust will not, without the prior approval of the Board or its staff, engage in 

activities beyond those that are permissible under section 5(n) of the Home Owners' 

Loan Act, 12 U.S.C. § 1464(n), and its implementing regulations. 

2. MassMutual Trust will hold at least 99 percent of its deposits in a trust or fiduciary 

capacity (excluding from the calculation the amount required to maintain deposit 

insurance from the Federal Deposit Insurance Corporation ("FDIC")). 

3. MassMutual Trust does not maintain and will not accept demand deposits or deposits 

that the depositor may withdraw by check or similar means for payment to third parties 

or others. 

4. MassMutual Trust does not and will not make commercial loans. 

5. MassMutual Trust will not obtain payment or payment-related services from any Federal 
Reserve Bank and will not seek to exercise discount or borrowing privileges with the 

Federal Reserve. 

6. No affiliates of MassMutual Trust will offer or market the deposits of MassMutual Trust 

that are insured by the FDIC. 

Based on the foregoing and all the facts of record, including the most recent call 

report and report of examination of MassMutual Trust and consultation with the Office of the 

Comptroller of the Currency, MassMutual Trust's primary federal regulator, the General Counsel 

and the Director of the Division of Banking Supervision and Regulation, acting pursuant to 

authority delegated by the Board, have approved the application by MassMutual to deregister as 

an SLHC. This action is taken in reliance on all the facts of record, including all the 

representations and commitments made to the Board in connection with the application. Those 

representations and commitments constitute conditions imposed in writing in connection with the 

approval of MassMutual's application to deregister as an SLHC and, as such, may be enforced in 

proceedings under applicable law. Any change in the representations or commitments may result 

in a different conclusion and should be reported to Board staff promptly. 

Sincerely yours, 

[signed] Robert deV. Frierson 

Secretary of the Board 

cc: James T. Nolan, Executive Vice President 

Federal Reserve Bank of Boston 

Office of the Comptroller of the Currency