S&P Rates MassMutual Gbl Fndg II's $100M Notes 'AAA'.

Business Editors

NEW YORK--(BUSINESS WIRE)--Standard & Poor's

Feb. 27, 2002-- Standard & Poor's today assigned its triple-'A' rating to Mass Mutual Global Funding II's (MMGF) Series 2002-1 notes.

The notes were issued for a principal amount of $100 million, pay interest quarterly (Fed Funds plus 46 basis points), and mature on Feb. 27, 2007.

The rating on the notes is based on a funding agreement issued by Massachusetts Mutual Life Insurance Co. (MassMutual; triple-'A'/negative/'A-1'-plus). The rating on the notes will reflect any future revisions of the ratings on MassMutual.

The Series 2002-1 notes are part of a program under which MMGF may issue up to $3 billion in notes secured by funding agreements provided by MassMutual. The issuance of notes constitutes MMGF's entry into the global note structured funding agreement market. The notes were offered pursuant to Rule 144A of the Securities Act of 1933. Future issuances do not necessarily have to be sold under Rule 144A but may be sold in offshore transactions to non-U.S. persons under Regulation S of the Securities Act of 1933. MassMutual has been a participant in the funding agreement-backed EMTN market through a Cayman Islands issuer, MassMutual Global Funding LLC. Since 1999, MassMutual Global Funding LLC has issued $1.75 billion in funding agreement-backed EMTNs.

Under the terms of the transactions, MassMutual has issued a funding agreement to MMGF that corresponds to the note issuance amount. MMGF has assigned the funding agreement to the indenture trustee--State Street Bank and Trust Co.--for the benefit of the noteholders. Payments on the notes are provided for by the cash flow of the related funding agreement and are the sole source of income for the series trust.

MMGF is a statutory business trust formed under the laws of Delaware. Standard & Poor's has reviewed the structure of MMGF and determined that it meets Standard & Poor's criteria for a special-purpose vehicle. Standard & Poor's has also reviewed the program structure and documents in conjunction with the development of the program. However, each series of notes will be reviewed and rated separately at the time of issuance.

The ratings on MassMutual reflect its extremely strong business profile, very strong earnings, superior capitalization, very strong liquidity, and the overall soundness of its investment portfolio. Since mid-year 1999, management has undertaken a strategy to transform MassMutual, which is domiciled in Massachusetts, into a more diversified organization in terms of product offerings, distribution channels, and earnings sources while producing double-digit growth in sales and earnings.

Copyright 2002, Standard & Poor's Ratings Services