A.M. Best Assigns Ratings to MassMutual's Funding Agreement-Backed Securities Programs; Affirms Financial Strength and Debt Ratings.

OLDWICK, N.J. -- A.M. Best Co. has assigned a debt rating of "aaa" to the two funding agreement-backed securities (FABS) programs established by Massachusetts Mutual Life Insurance Company (MassMutual) (Springfield, MA). A.M. Best has also assigned a debt rating of "aaa" to the outstanding notes issued under MassMutual's Global Medium-Term Notes (GMTN) and European Medium-Term Notes (EMTN) programs and has affirmed the remaining outstanding debt ratings of the group. Concurrently, A.M. Best has affirmed the financial strength rating of A++ (Superior) of MassMutual and its life insurance subsidiaries and assigned an issuer credit rating (ICR) of "aaa" to MassMutual. The outlook for all ratings is stable.

The ratings reflect MassMutual's historically favorable earnings performance, strong capital position and ample cash flows driven primarily by its core life and retirement services businesses. The ratings also recognize MassMutual's strong brand identity and diversified product offerings in the individual high net worth market, its well-established niche in the 401(k) market and the benefits the group derives from its ownership of OppenheimerFunds Inc., an asset management subsidiary. Partially offsetting these positive factors are the intense competition the group faces in its core individual life, asset accumulation and financial services businesses and its challenges to continue to profitably diversify its distribution channels.

MassMutual's spread-based business represented $4.5 billion of reserves as of September 30, 2004, approximately 7% of general account liabilities, which is managed through the Financial Products Division. This segment provides earnings diversification and enables the organization to leverage its investment management expertise. Furthermore, MassMutual's prudent asset-liability management strategies focus on total segment liquidity.

MassMutual's GMTN program was established in 2001 at $3 billion and increased to $5 billion in 2004 to issue fixed or floating rate notes to institutional investors both inside and outside of the United States on a private placement basis through a statutory trust, MassMutual Global Funding II , which was organized in series under the laws of the State of Delaware. The company's $2 billion EMTN program, MassMutual Global Funding, LLC (Cayman Islands) was established in 1999. Notes under both programs are limited recourse obligations of the trusts or special purpose vehicles, respectively, and each note in the series is secured solely by funding agreements issued by MassMutual.

Based on A.M. Best's analysis of the FABS structures utilized by MassMutual, both programs and notes will carry the MassMutual ICR of "aaa". This reflects that each series of notes is secured by the underlying funding agreements, which are unsecured obligations of MassMutual's general account. In addition, in the event of an insolvency of a Massachusetts domestic insurance company, the claims of holders of funding agreements will rank pari passu with the claims of policyholders. Therefore, in assigning the above ICR, A.M. Best believes that all investors in MassMutual's FABS are exposed to the inherent credit, liquidity and business risks of the sponsoring insurance company, MassMutual.

For a complete listing of Massachusetts Mutual Life Insurance Company's debt, financial strength and issuer credit ratings, as well as a list of issuances under its FABS programs, please visit http://www.ambest.com/press/020402massmutual.pdf.

For Best's Debt Ratings, all other Best's Ratings, an overview of the rating process and rating methodologies, please visit http://www.ambest.com/ratings.

For additional insight, please refer to A.M. Best's methodology, Rating Funding Agreement-Backed Securities at http://www.ambest.com/ratings/methodology.html.

A.M. Best Co., established in 1899, is the world's oldest and most authoritative insurance rating and information source. For more information, visit A.M. Best's Web site at http://www.ambest.com.