Transaction Overview

NEW YORK, (October 9, 2014) - Prosperity Life Insurance Group, LLC ("Prosperity") and SBLI USA Life Insurance Company, Inc. ("SBLI USA") today announced that they have completed their previously disclosed transaction under which Prosperity has acquired SBLI USA through a sponsored demutualization.

Following the completion of this transaction, Prosperity, through its operating subsidiaries Shenandoah Life Insurance Company ("Shenandoah Life") and SBLI USA, will have an aggregate of $18 billion of life insurance in-force, $2.7 billion of assets, and over 350,000 policies. "We are excited to complete this acquisition and support the growth and success of SBLI USA, which has a rich history in the New York insurance marketplace," said Anurag Chandra, Chief Executive Officer of Prosperity. "For over 75 years SBLI USA has served New York customers by offering affordable life insurance policies. We will leverage our financial strength and operational expertise to help SBLI USA resume issuing policies and return to prominence in the New York insurance market."

"This is an important event in the storied history of SBLI USA," said Mike Akker, Chief Executive Officer and Director of SBLI USA. "We appreciate the approval of this transaction by our policyholders and the New York State Department of Financial Services. In Prosperity, we have found an experienced and financially strong partner to ensure our long term success. Working with New York communities and banks, we plan to introduce SBLI USA to a new generation of customers."

SBLI USA has been serving its policyholders in New York since 1939. The company, which will operate as a wholly owned subsidiary of privately held Prosperity, will continue to be based in New York City. The acquisition of SBLI USA represents the second acquisition completed by Prosperity. In 2012 it acquired Shenandoah Life, a Roanoke, Virginia based insurer.

"This transaction and our previous sponsored demutualization and acquisition of Shenandoah Life demonstrate our ability to work constructively with insurance regulators and insurers to develop transaction solutions that benefit all parties," said Matt Popoli, a member of the Board of Directors of Prosperity. "We will continue to look for opportunities where we are able to provide small- and mid-size insurers with improved financial strength and greater scale, helping them to pursue growth opportunities and better serve their customers, while maintaining their independent brands and operations."

The sponsored demutualization of SBLI USA and acquisition by Prosperity was approved by the New York State Department of Financial Services as well as by SBLI USA policyholders.

About Prosperity Life Insurance Group, LLC

Prosperity Life Insurance Group is a growing insurance organization which provides financial security to individuals and their families through innovative life insurance, supplemental insurance and annuity products. Its principal operating subsidiaries are Shenandoah Life Insurance Company, a Virginia-domiciled insurance company, and SBLI USA Life Insurance Company, domiciled in New York. Prosperity has an aggregate of $18 billion of life insurance in-force, $2.7 billion of assets and over 350,000 policies.

About SBLI USA Life Insurance Company, Inc.

SBLI USA is a New York-domiciled life insurance company which traces its roots to 1939 when the Savings Bank Life Insurance Fund, which would ultimately become SBLI USA Mutual Life Insurance Company, Inc., was created in New York. For over 75 years SBLI USA has served New York customers by offering affordable life insurance policies.