Fitch Comment: MassMutual's Ratings Unaffected by Investment in Scottish Re.

NEW YORK -- Fitch has commented that the ratings of Massachusetts Mutual Life Insurance Company (MassMutual) and its wholly-owned operating subsidiaries are unaffected by today's announcement that MassMutual Capital Partners LLC (MassMutual Capital) intends to invest $300 million in Scottish Re (NYSE:SCT). MassMutual's ratings are listed below.

SCT announced that MassMutual Capital, a member of MassMutual Financial Group, and affiliates of Cerberus Capital Management, L.P. (Cerberus), a private investment firm, will each invest $300 million in SCT. Together the $600 million will be used to purchase a total of one million newly issued convertible preferred shares of SCT. According to the agreement, the shares can be converted into 150 million ordinary shares of common stock, which represents almost 69% ownership of SCT at the time of the investment. The convertible preferred shares will rank senior to ordinary shareholders with the same voting rights, but rank subordinate to existing securities that rank senior to ordinary shareholders. MassMutual Capital and Cerberus will be able to appoint three members each to SCT's 11-member board. Although the preferred shares can be converted at any time, they are mandatorily convertible nine years from the issuance date. The transaction is subject to customary closing conditions including regulatory and shareholder approvals.

Fitch considers MassMutual Capital's $300 million investment in SCT to be immaterial to MassMutual's financial strength at less than 0.5% of total invested assets. Fitch views the transaction purely as an investment from MassMutual's perspective given that the company will not guarantee any of SCT's business. Fitch also expects the investment to have a negligible impact on MassMutual's NAIC risk-based-capital ratio, which is very strong at over 450% at year-end 2005.

MassMutual Financial Group is the conglomerate name for MassMutual and its affiliates. The company had more than 13 million clients with over $395 million in assets under management at year-end 2005. MassMutual is headquartered in Springfield, MA.

Fitch's ratings for MassMutual are as follows, with a Stable Outlook:

Massachusetts Mutual Life Insurance Company

--Insurer financial strength (IFS) 'AAA';

--Issuer default rating 'AA+';

--Surplus notes 'AA';

--$250 million 7.625% due Nov. 15, 2023;

--$100 million 7.500% due March 1, 2024;

--$250 million 5.625% due May 15, 2033.

C.M. Life Insurance Company

--IFS 'AAA'.

MML Bay State Life Insurance Company

--IFS 'AAA'.

MassMutual Funding, LLC

--Short term 'F1+'.

MassMutual Global Funding, LLC

--Secured notes program 'AAA'.

MassMutual Global Funding II

--Secured notes program 'AAA'.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.