EXHIBIT 99.G.3. - POWER OF ATTORNEY - Robert J. O'Connell

                   POWER OF ATTORNEY: FEDERAL SECURITIES LAWS
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The Undersigned, Robert J. O'Connell, President, Chief Executive Officer,
Chairman and Chairman and Member of the Board of Directors of Massachusetts
Mutual Life Insurance Company ("MassMutual"), does hereby constitute and appoint
Lawrence V. Burkett, Jr., Robert Liguori, Richard M. Howe, Stephen R. Bosworth,
and Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.

Such attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as President, Chief Executive Officer, Chairman and Chairman and Member of the
Board of Directors of MassMutual that said attorneys and agents may deem
necessary or advisable to enable MassMutual to comply with the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, the
Investment Company Act of 1940, as amended, (collectively, the "Acts") and any
rules, regulations, orders or other requirements of the Securities and Exchange
Commission (the "Commission") thereunder. This Power of Attorney authorizes such
attorneys and agents to sign the Undersigned's name on his behalf as President,
Chief Executive Officer, Chairman and Chairman and Member of the Board of
Directors of MassMutual to any and all registration statements and/or amendments
thereto, reports, instruments or documents filed or to be filed with the
Commission under the Acts. Without limiting the scope of this Power of Attorney,
it shall apply to filings by or on behalf of MassMutual separate investment
accounts currently in existence or established in the future, including but not
limited to those listed below.

         Massachusetts Mutual Variable Annuity Fund 1
         Massachusetts Mutual Variable Annuity Fund 2
         Massachusetts Mutual Variable Annuity Separate Account 1
         Massachusetts Mutual Variable Annuity Separate Account 2
         Massachusetts Mutual Variable Annuity Separate Account 3
         Massachusetts Mutual Variable Annuity Separate Account 4
         Massachusetts Mutual Variable Life Separate Account I
         Massachusetts Mutual Variable Life Separate Account II
         Panorama Separate Account CML Variable Annuity Account A
         CML Variable Annuity Account B
         CML Accumulation Annuity Account E
         Connecticut Mutual Variable Life Separate Account I
         CML/OFFITBANK Separate Account

The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the Undersigned has set his hand this 7th day of January
2000.

/s/ Robert J. O'Connell                     /s/ Sally Fortier Murphy
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Robert J. O'Connell                                  Witness
President, Chief Executive Officer,
Chairman, and Chairman and
Member of the Board of Directors