Exhibit for MetLife-General American

Order Approving Investment Policy, Objectives and Guidelines

Purpose of the account fund:

This Account Fund has been established pursuant to Section 11.3 of the General American Mutual holding Company Plan of Reorganization dated as of September 17, 1999 (the "Plan") to hold the proceeds from the acquisition by Metropolitan Life Insurance Company ("Metlife") of GenAmerica Corporation ("GA"). In accordance with Article 11 of the Plan, such proceeds after permitted charges allowed under the stock purchase agreement (the "Stock Purchase Agreement") and the Plan will be distributed to General American Mutual Holding Company members. Proceeds distributable to members that cannot be located at the end of the distribution period specified in the Plan will be held by the Rehabilitator until the member is located or until the Court otherwise provides.

Investment Objectives of the Account Fund:

The monies held herein will be invested with the primary objective of preserving the principal of the Account fund for the benefit of GAMHC members. A secondary objective will be maintaining sufficient liquidity for any disbursements required by Article 11 of the Plan. Investment returns earned on the funds should be the highest fair market after-tax returns reasonably available, net of transaction costs, consistent with achieving the prior stated objectives. In approving this investment policy, the Court relies on statements of counsel for the parties that the rehabilitation estate is expected to be taxable.

Scope of this Investment Policy:

This statement of investment policy reflects the investment policy, objectives and constraints of the Account Fund and the Rehabilitation’s general account described in Section 11.5.2 of the Plan (the "General Account") (the Account Fund and the General Account are collectively referred to herein as the "Funds").

Purpose of this Investment Policy Statement:

This statement of investment policy is set forth in order to:

In general, the purpose of this statement is to outline a philosophy and attitude which will guide the investment management of the assets toward the desired results. It is intended to be sufficiently specific to be meaningful, yet flexible enough to be practical.

Delegation of Authority

Pursuant to Section 375.1166.1 of the Insurance Code, the Rehabilitator holds legal title to the Funds and, acting pursuant to Section 375.1168 of the Insurance Code, is responsible for directing and monitoring the investment management of Funds assets subject to the provisions of this Order. Pursuant to Section 375.1168.1, the Rehabilitator has delegated supervision of these investment policies, objectives and guidelines to the Special Deputy Receiver, who in turn is authorized to delegate certain responsibilities to professional experts in various fields. These include, but are not limited to:

Definitions: Responsibility of the Court and the Rehabilitator:

By Statute, the Rehabilitator holds title and is charged with the responsibility for the management of the assets of the Funds. The Rehabilitator shall, with the approval of the Court, as set forth by statute:

Responsibility of Receiver:

Within the broad framework of policy set by the Court and the Rehabilitator pursuant to Section 755.1168 of the Insurance Code, the Receiver in addition to other responsibilities fixed by the Plan, the law or by order of this Court, shall have direct responsibility for the day to day oversight and management of the Funds:

Responsibility of the Investment Manager(s):

Each Investment Manager will have full discretion to make all investment decisions for the assets placed under its jurisdiction. Specific responsibilities of the Investment Manager(s) include:

Specific Investment Goals:

Over the Investment Horizon established in this statement, it is the goal of the Investment Managers of Fund assets to achieve investment returns in the following order in priority:

Investment Guidelines:

Allowable Assets

Prohibited Assets

Prohibited investments include, but are not limited to the following:

Prohibited Transactions

Prohibited transactions include, but are not limited to the following:

Guidelines for Fixed Investments Line of Credit:

The Receiver may, however, establish a line of credit with a financial institution to provide short-term liquidity if it should be necessary. Fund investments not subject to Metlife’s lien and not in the Account fund established pursuant to Section 11.3 of the Plan may be pledged as collateral for the line of credit if required. The establishment of a line of credit must be approved in advance by the Rehabilitator and the Court.

Distribution from the Funds: Selection of Investment Manager(s):

The selection of Investment Manager(s) will be made by the Rehabilitator and the Receiver with approval of the Court. A qualifying investment manager must be a licensed financial consultant working for a registered broker/dealer under the Securities Act of 1934, a registered investment advisor under the Investment Advisors Act of 1940, a bank, a trust company, or an insurance company. The custodian may also be an Investment Manager.

Investment Manager Performance Review and Evaluation:

The performance reports generated by the Custodian shall be compiled at least quarterly and communicated to the Rehabilitator, the Receiver, and the Investment Advisor for review. The Investment Advisor will provide at least quarterly a report of investment performance of total portfolios measured against commonly accepted performance benchmarks. Consideration shall be given to the extent to which the investment results are consistent with the investment objectives, goals, and guidelines as set forth in this statement. The Rehabilitator reserves the right to terminate a manager, with the approval of the Court, at its sole discretion or for any reason including the following:

Investment Policy Review:

To assure continued relevance of these policies, objectives, guidelines and capital markets expectations as established in this statement of investment policy, the Rehabilitator, the Receiver and/or the Court plan to review this investment policy at least annually.

This statement of investment policy is adopted on January 4, 2000 by the Court whose signature appears below.

Thomas J. Brown III
Circuit Judge