RICHMOND — Virginia Commissioner of Insurance Jacqueline K. Cunningham and United Prosperity Life Insurance Company today announced that they have signed a definitive agreement whereby United Prosperity Life Insurance Company will acquire Shenandoah Life Insurance Company.

Commissioner Cunningham, who was appointed by the State Corporation Commission (SCC) to serve as the Deputy Receiver of Shenandoah, commented, "The sale of Shenandoah to United Prosperity is an important step in restoring the financial soundness of Shenandoah, which is an important Virginia institution with a rich history of nearly 100 years. Successfully completing this transaction will allow Shenandoah to emerge from receivership, which is in the best interest of all of Shenandoah's policyholders, employees and creditors."

Shenandoah has been in receivership since February 2009. A Receivership Order was issued by the Circuit Court of the City of Richmond after the SCC determined that entering receivership was necessary to protect the interests of Shenandoah's policyholders and creditors.

Upon the closing of the transaction, and following regulatory and policyholder approval for the demutualization, Shenandoah will become a wholly-owned subsidiary of United Prosperity Life Insurance Company. As part of the acquisition, United Prosperity will invest a minimum of $60 million in Shenandoah. Additional terms of the transaction were not disclosed.

The transaction is expected to close by the fourth quarter of 2011. The acquisition will have to be approved by the SCC, and is subject to the Company's successful repurchase of its outstanding and currently in default surplus debentures. During this period, additional information will be provided to policyholders and creditors.

A moratorium placed on the payment of claims and benefits, except for accident & health claims, death claims, periodic annuity payments and hardship claims, at the time of receivership will remain in place during the acquisition process. Additionally, Shenandoah will not resume the issuance of new insurance policies until after the acquisition by United Prosperity Life Insurance Company is complete.

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About Shenandoah Life Insurance Company

Shenandoah is a Virginia-domiciled life and health insurer headquartered in Roanoke, which, at the time it was placed in receivership, wrote primarily life, annuities and dental insurance in 31 states plus the District of Columbia.

About the State Corporation Commission

Established by the Virginia Constitution of 1902, the State Corporation Commission is vested with regulatory authority over many businesses and economic interests in Virginia, including the insurance industry. These interests are as varied as the SCC's powers, which are derived from the Constitution of Virginia and state statutes.

About the Virginia Bureau of Insurance

The Virginia Bureau of Insurance is a division of the State Corporation Commission. The Bureau licenses, regulates, investigates and examines insurance companies, agencies, and agents on behalf of the citizens of the Commonwealth.

About United Prosperity Life Insurance Company

United Prosperity Life Insurance Company is an Arizona-domiciled life insurance company, which is licensed in 29 states plus the District of Columbia, and is a wholly-owned subsidiary of Prosperity Life Insurance Group, LLC.

Policyholders with questions about the receivership are encouraged to call Shenandoah at (540) 985 4400. Also, information can be obtained at www.shenlife.com. Calls may also be directed to the SCCs' Bureau of Insurance. From within Virginia, the toll free number is 1-800-552-7945. Callers may also dial direct at (804) 371-1502.