Fitch Ratings Affirms MassMutual at 'AAA'.

CHICAGO -- Fitch Ratings has affirmed all ratings on Massachusetts Mutual Life Insurance Company (MassMutual) and its wholly-owned operating subsidiaries (See complete list below). The Rating Outlook is Stable.

MassMutual's exceptionally strong insurer financial strength rating reflects the company's large and stable block of traditional life insurance, very strong statutory capital levels, solid competitive position in several major business lines, consistent profitability, high-quality investment portfolio and modest financial leverage.

Statutory capitalization is very strong with NAIC risk-based capital ratio expected to exceed 450% at yearend 2005. Fitch believes MassMutual has significant additional economic capital relative to risk given the low carrying value of its asset management operations compared to market multiples and the participating nature of the company's in-force life business. Fitch expects MassMutual to maintain its RBC ratio at over 400%. Financial leverage is modest with surplus notes representing only 9.3% of statutory surplus at Sept. 30, 2005.

MassMutual's earnings performance reflects the company's favorable mortality and persistency experience, strong investment results and competitive cost structure. Recent years' earnings results have been negatively affected by lower investment yields, statutory strain from new sales, litigation settlement costs and MassMutual's comparatively high level of policyholder dividend payments.

Fitch believes MassMutual has made significant progress in strengthening internal systems and controls following the June 2005 termination of Robert O'Connell, its chairman, president and chief executive officer, for conduct that the company considered inappropriate. Since the termination did not involve accounting or audit issues, Fitch does not expect material financial impact from the situation. Additionally, Fitch does not expect significant shifts in strategy or organizational form as a result of the change in senior management.

The ratings on C.M. Life Insurance Company and MML Bay State Life Insurance Company, which are wholly owned subsidiaries of MassMutual, are based on Fitch's view that they are core operating companies within the MassMutual organization.

MassMutual Global Funding, LLC is a limited liability company domiciled in the Cayman Islands. MassMutual Global Funding II is a statutory trust domiciled in the state of Delaware. The companies and trusts were established for the sole purpose of issuing debt instruments secured by funding agreements issued by Mass Mutual.

Fitch has affirmed the following ratings for MassMutual with a Stable Outlook:

Massachusetts Mutual Life Insurance Company

-- Insurer financial strength 'AAA';

-- Surplus notes 'AA';

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

-- $100 million 7.500% due Mar. 1, 2024;

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

C.M. Life Insurance Company

-- Insurer financial strength 'AAA'.

MML Bay State Life Insurance Company

-- Insurer financial strength '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.