As of December 31,2007

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Report of Examination of

Unity Financial Life Insurance Company

Cincinnati, Ohio

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Unity

Financial Life Insurance Company

TABLE OF CONTENTS

Subject Page

Salutation ... 1

...

Scope of Examination 1 History ... -2

Management and Control: Capitalization

...

2

Stockholders

...

3

...

Insurance Holding Company System 3 Board of Directors

...

4

Committees

...

5

Officers

...

5

Corporate Records: Minutes

...

6

Articles of Agreement ... 6

By-Laws

...

6

Service and Operating Agreements ... 6

Reinsurance:

...

Ceded 7

...

Assumed 8 ...

-

. Territory and Plan of Operations 9 Significant Operating Trends

...

9

Accounts and Records

...

10

Pending Litigation

...

.

...

10

Financial Statements: Comparative Statement of Assets, Liabilities, Surplus and Other Funds

...

11

Comparative Statement of Income ... 12

Comparative Statement of Capital and Surplus

...

13

Comparative Statement of Cash Flow

...

14

Summary of Examination Changes ... 15

Notes to Financial Statements: Investments ... 15

Policyholder and Claim Reserves

... 15

Subsequent Events

...

16

Recommendations: Prior Examination _.

_.

... 16

Current Exarn~nation

... 16

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Deputy Insurance Commissioner Commonwealth of Pennsylvania Insurance Department

Harrisburg, Pennsylvania

Dear Sir:

In accordance with instructions contained in Examination Warrant Number 07-LH-361, dated, March 16,2007, an examination was made of

Unity Financial Life Insurance Company

a Pennsylvania domiciled stock life company, hereinafter referred to as "Company." The examination was conducted at the Company's administrative office, located at 507 Plum Street, Syracuse, NY 13204.

A report of this examination is hereby respectfully submitted.

SCOPE OF EXAMINATION The Company was last examined as of December 3 1,2002.

This examination covered the five-year period from January 1,2003 through December 3 1,2007, and consisted of a general survey of the Company's business practices and

management, and an evaluation of the Company's financial condition as of the latter date. Material subsequent events were also reviewed.

Work programs employed in the performance of this examination were designed to comply with the standards promulgated by the Pennsylvania Insurance Department

("Department") and the National Association of Insurance Commissioners ('NAIC").

The format of this report is consistent with the current practices of the Department and the examination format prescribed by the NAIC. It is limited to a description of the Company, a discussion of financial items that are of specific regulatory concern, and a factual disclosuie of other significant regulatory information.

For the examination period, the'company engaged two Certified Public Accounting ("CPA") firms, namely PricewaterhouseCoopers, LLP, Syracuse, NY for audit years 2003 to 2006 and Beard Miller Company, LLP, Syracuse, NY for 2007. Each of the CPA firms have provided an unqualified opinion based on statutory accounting principles. Relevant work

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performed by the CPA firm, during its 2007 annual audit of the Company, was reviewed during the examination and incorporated into the examination workpapers.

The Company properly notified the Department of the change in CPA firms through a "no disagreement" letter from PricewaterhouseCoopers as required by 3 1, PA Code, Chapter 147 and Section 147.5.

HISTORY

The Company was incorporated on May 6, 1964, as the Germantown Life Insurance Company, and commenced business on or about that date.

On August 3 1, 1993, the Company's parent, Germantown Insurance Company, sold all its stock of Germantown Life Insurance Company to Unity Mutual Life Insurance Company (Unity Mutual), a New York domiciled mutual life insurance company located in Syracuse, New York and licensed in the Commonwealth of Pennsylvania.

The Company at the date of its acquisition by Unity Mutual was the owner of two wholly owned subsidiaries, Germantown Life Reinsurance Company, an inactive stock reinsurance company and Germantown Mortgage Insurance Services and Administration Company, a -. _{servicing vehicle for Germantown Life Reinsurance Company. During 1995, the Company}

dissolved Germantown Life Reinsurance Company and in 1996 changed the name of Germantown Mortgage Insurance Services and Administration Company to Germantown Financial Group, Inc. The Germantown Financial Group, Inc. was dissolved in November of 2000.

The Company is now owned 100% by Family Unity Holdings, LLC, which in turn is owned by Unity Mutual and Hardy, LLC, each with a 50% ownership share. The ownership change took place in late 2001.

There were not any changes to the Company's Articles of Agreement or By-laws, during the examination period.

The Company is currently authorized to transact those classes of insurance described in the Pennsylvania Insurance Company Law 40 P.S. $ 382, Section 202, Subsection (a), Paragraph (1) Life and Annuities and Paragraph (2) Accident and Health.

MANAGEMENT AND CONTROL

CAPITALIZATION

As of the examination date, December 3 1,2007, the Company's total capitalization was $6,746,744, consisting of 1,530,000 shares of issued and outstanding common stock with a par

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value of $1.65 per share, $2,584,370 of gross paid in and contributed surplus and $1,637,872 o f . unassigned funds. The Company has authorized the issuance of 75 shares of convertible

preferred stock, $100,000 par value with no shares issued and outstanding.

The total capitalization required of the Company, to engage in the types of business for which it is licensed, is $1,650,000; $1,100,000 in capital and $550,000 in surplus. The Company meets this requirement.

STOCKHOLDERS

The Company is a wholly owned subsidiary of Family Unity Holdings, LLC, which in turn is owned 50% each by Unity Mutual and Hardy, LLC.

The Company did not pay any dividends to the stockholders during the period under examination.

INSURANCE HOLDING COMPANY SYSTEM

The Company meets the requirements for filing an insurance holding company system ,.... registration statement, in compliance with the Pennsylvania Insurance Company Law 40 P.S. fj

991.1401-991.1413, sections 1401 through 1413.

Unity Mutual filed with the Pennsylvania Insurance Department on behalf of the Company an Insurance Holding Company System Registration Statement for each year of the examination.

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Unity Financial Life lnsurance Company

Unity Mutual

Hardy, LLC Insurance

Family Unity Holdings, LLC

4

BOARD OF DIRECTORS

Management of the Company is vested in its Board of Directors ("Board"), which was comprised of the following members as of the examination date, December 3 1,2007:

Name and Address

Alexander Meeker Clark New York, NY

Jay Cresson Hardy Northfield, IL

Thomas Cresson Hardy Cincinnati, OH

John Francis Xavier Mannion Lafayette, NY

Patrick Augustine Mannion Fayetteville, NY

Joseph Masella Syracuse, NY

Principal Occupation

Investment Banker

Sanders Morris Harris, Inc. Vice President-Marketing

Unity Financial Life Insurance Company President

Unity Financial Life Insurance Company RetiredIChairman of Board

Unity Mutual Life Insurance Company President

Unity Mutual Life Insurance Company Executive Vice President

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Phillip Albert Turberg Newtown, PA

John Bernard Yanko Dallas, TX

Management Consultant Self-employed

Retire

Actuay

The Board of Directors are each elected annually to serve a term of one year or until their respective successors shall be elected and shall qualify.

The Company has a conflict of interest policy, which is distributed annually to each member of the board to be signed disclosing any conflicts or potential conflicts.

COMMITTEES

The company had the following committees at December 3 1,2007: EXECUTIVE COMMITTEE

Thomas C. Hardy Patrick A. Mannion

INVESTMENT COMMITTEE Alexander M. Clark

Jay C. Hardy

John F. X. Mannion

Phillip A. Turberg

AUDIT COMMITTEE

Alexander M. Clark

Jay C. Hardy

John F. X. Mannion

Phillip A. Turberg

COMPENSATION COMMITTEE Alexander M. Clark

Jay C. Hardy

John F. X. Mannion

Phillip A. Turberg

The Company's committees as listed above do not appear to meet the necessary

independence requirements of Pennsylvania Insurance Company Law 40 P.S.

5

991.1405(~)(4).

According to the Company's By-laws, the Board of Directors may appoint an investment

committee and other committees as a standing committee. In the absence of the committees, the duties will be filled by the Board of Directors at special or regular meetings.

The examiner then looked to the Committee make up of one of the Company's ultimate controlling 50% ownership parents and found the Committees of Unity Mutual Life Insurance Company did satisfy the independence requirements required by Pennsylvania Insurance

Company Law 40 P.S.

9

991.1405(~)(4).

OFFICERS

As of the examination date, December 3 1,2007, the following officers were appointed

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Unity Financial Life Insurance Company -6- Name

Thomas Cresson Hardy Joyce Hi b Kopcik Ja Warcfdason, Jr. Idward John Slaby Leslie Thompson Jay Hardy

Title

PresidendChief Executive Officer TreasurerIChief Financial Officer Secretary

Actuary

Senior Vice President Vice President - Marketing

CORPORATE RECORDS

MINUTES

The minutes of the stockholders and board of directors meetings indicated that all meetings were generally well attended and conducted in compliance with the Company's By- laws. Review of the minutes also indicated that the directors were all elected in accordance with the Company's By-laws, investment transactions were approved and all other business properly brought before the Board was decided upon by a proper quorum.

ARTICLES OF AGREEMENT

There were no changes or amendments to the Company's Articles of Agreement during

the examination period.

BY-LAWS

There were no changes or amendments to the Company's By-laws during the examination period.

SERVICE AND OPERATING AGREEMENTS

The Company is party to an inter-company agreement as well as other outside

administrative and advisory agreements. The Company being a member of a holding company has a service and expense allocation agreement with its co-parent, Unity Mutual. There is also an administrative service agreement with Union Fidelity Life Insurance Company as administrator of the credit life and accident and health and all mortgage business. The Company also has an investment advisory agreement with McDonnell Investment Management, LLC. A lease agreement is in place for office space rented by the Company in Cincinnati, OH.

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REINSURANCE

CEDED

The Company had the following material reinsurance contracts in place during the period under examination:

Reinsurer: Type of contract: Intermediary: Effective date: Term: Business covered: Company's retention: Reinsurance limits:

. .-. Reinsurer: Type of contract: Intermediary: Effective date: Term:

Business covered: Company's retention:

Reinsurance limits:

Note:

Reinsurer: Type of contract: Intermediary: Effective date: Term:

Business covered: , Company's retention:

Uni.ty Mutual Life Insurance Company Quota Share

None

January 2,2002 Indefinite Final Expense

0% of all policies issued

100% of all policy liabilities & obligations

Scottish Annuity & Life Insurance Company Quota Share

None

May 16,200 1 Indefinite

Final Expense & Pre-Need

50% on Final Expense (97250,9725 1,97201,978101,98101-NJ, 98102,98103,20101),

50% on Single Premium Pre-Need (97252,97253,97202,97203), 15% on Multi-Pay Pre-Need (97 10 1,97 102,97 105)

50% on Final Expense, 50% on Single Premium Pre-Need, 85% on Multi-Pay Pre-Need of all policies covered

Pre-Need policies were not ceded after 2003 and Final Expense policies were not ceded after mid-2007

Southern Financial Life Insurance Company Quota Share

None

July 1,2007 Indefinite Final Expense

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Reinsurance limits:

Business covered:

Company's retention: Reinsurance limits:

Business covered: Company's retention: Reinsurance limits:

Reinsurer: Type of contract: Intermediary: Effective date: Term: Business covered: Company's retention: Reinsurance limits:

40% of all policies covered

Union Fidelity Life Insurance Company Coinsurance

None

October 1, 1996

Until the policies run-off

Mortgage Life, Mortgage Disability, Student Life, Credit Life and Credit Disability

100% of amounts not already reinsured on all policies covered

Cologne Life Reinsurance Company Quota Share

None

January 1, 1994

Until the policies run-off

Single Premium and Credit Life and Disability 20% of all policies covered

Reassurance Company of Hanover Quota Share

None

January 1,1998

Continuous until terminated Final Expense Whole Life a

5% up to $30,000 maximum issue amount 95% to a maximum of $28,500 on any one life

All of the above contracts contain the required arbitration and insolvency clauses.

ASSUMED

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TERRITORY AND PLAN OF OPERATIONS

The Company is licensed 4 1 states and the District of Columbia. As part of its mission statement, the Company is committed to serving the funeral pre-need market and its dedication to become a well established force in the pre-need industry.

The Company's products fall into three broad categories, the first of which include a

diverse group of policies sold prior to the mid-1990's which have been 100% ceded and are now

in a runoff mode. The next category of product is a final expense product which is sold by agents appointed by the Company, and which is being 100% ceded to either Scottish Re or Unity

Mutual. The company stopped ceding new business to Scottish Re in mid 2007. At the same time, the Company entered into a contract with Southern Financial Life Insurance Company to cede the new business. The final category of products is a policy sold to fund pre-need funeral contracts which is the primary business written by the Company. All sales are made through commissioned agents.

Line of Business

December 31,2007 Ordinary life Credit life Group life

Credit accident and health Totals

Direct and Assumed

Premium

Ceded Premium

Net Premium

Percentage of Total

SIGNIFICANT OPERATING TRENDS

The following indicates the growth of the Company during the period covered by this examination:

Admitted Assets Liabilities

Capital and Surplus Funds Nel Premiums Writlen Benefits to Policyholders Net Investment Income Net Income

Since the prior examination, the Company has experienced the following changes in its total number of certificates in force, the overall amount of insurance in force, and the average amount of insurance in force per policy:

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Unity Financial Life lnsurance Company

Ordinary Life December 31, 2007 December 31,2002 Net lncreasel(decrease)

Credit Life December 31, 2007 December 31, 2002 Net Increase/(decrease)

Group Life December 31,2007 December 31,2002 Net Increasel(decrease)

Certificates Insurance Average Policy

In Force In Force In Force

The Company experienced growth due to the increase in pre-need sales and in the percentage of renewal premiums.

ACCOUNTS AND RECORDS

The Company maintains a cash basis system of accounting interfacing with both manual and automated accounting and recordkeeping systems for transaction processing and financial reporting using accruals only for preparation of the annual statement. The Company's accounts and records are maintained at the Company's administrative office in Syracuse, NY.

PENDING LITIGATION

Legal representation letters reviewed indicated that the Company does not have any pending litigation that would have a material effecton the Company's financial condition.

FINANCIAL STATEMENTS

The financial condition of the Company, as of December 3 1,2007, and the results of its operations for the five-year period under examination, are reflected in the following statements:

Comparative Statement of Assets, Liabilities, Surplus and Other Funds; Comparative Statement of Income;

Comparative Statement of Capital and Surplus; and Comparative Statement of Cash Flow.

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Comparative Statement of Assets, Liabilities, Surplus and Other Funds As of December

31,

Bonds

Cash, cash equivalents and shwl-term investments Contract loans

Subtotal, cash and invested assets Investment income due and accrued Premiums and considerations

Other amounts receivable under reinsurance contracts

Current federal and foreign income tax recoverable and interest Vlereon Net deferred tax asset

Electronic data processing equipment and software Receiiable from parent, subsidiaries and affiliates

Total assets excluding Separate Accounts, Segregated Accounts and Protected Cell Accounts

Total

Aggregale reserve for life contracts

Aggregate reserve for accident and health contracts Contract claims:

.-.-. Life

Premiums and annuity considerations received in advance Contract liabilities not included elsewhere:

Other amounts payable on reinsurance assumed and ceded Interest maintenance reserve

General expenses due or accrued Taxes, licenses and fees due or accrued Federal income taxes due or acuued

Amounts withheld or retained by m p a n y as agent or trustee Amounts held for agents' account

Remittances and items not allocated Miscellaneous liabilities:

Asset valuation reserve

Payable to parent, subsidiaries and affiliates Drafts outstanding

Payable for securities Aggregate write-ins for liabilities

Total liabilities excluding Separate Accounts business Total liabilities

Common capital stock

Gross paid in and contributed surplus Unassigned funds (surplus) Surplus

Total capital and swplus Totals

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Comparative Statement of Income

For the Year Ended December

31, Premiums and annuity considerations for life and A&H contracts

Net investment income

Amortization of interest maintenance reserve (IMR) Commissions and expense allowances on reinsurance ceded Miscellaneous Income:

Aggregate write-ins for miscellaneous income Totals

Death benefits Matured endowments

Surrender benefits and withdrawls for life contracls Interest and adjustments on contract or deposit-type funds Increase in aggregate reserves for life and A&H policies and contracts Totals

Commissions on premiums, annuity considerations & deposit-type funds (direct) General insurance expenses

.- Insurance taxes, licenses and fees

Increase in loading on deferred and uncollected premiums Aggregate write-ins for deductions

Totals

Net gain from operations before dividends to policyholders and federal income taxes

Net gain from operations afler dividends to policyholders and before federal income taxes

Federal income taxes incurred (excluding tax on capital gains) Net gain from operations afler dividends to policyholders and

federal income taxes and before realized capital gains or (losses) Net income

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Comparative Statement of Capital and Surplus For the Year Ended December 31,

Capital and surplus, December 31, previous year Net income

Change in net deferred income tax

Change in nonadmitted assets and related items Change in asset valuation reserve

Surplus adjustments: Paid in

Nel change in capital and surplus for the year Capital and surplus. December 31, current year

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Comparative Statement of Cash Flow For the Year Ended December 31,

Cash from Operations Premiums collected net of reinsurance

Net inveslment income Miscellaneous Income Total

Benefit and Loss related Payments

Commisions, expenses paid and aggregate write-ins for deductions Federal and foreign income taxes paid (recovered)

Total deductions Net Cash from Operations

Cash from Investments Proceeds from investments sold, matured or repaid:

Bonds

Net gain or (loss) on cash, cash equivalents and short t e n investments Total investment proceeds

Cost of investments acquired (long-term only): Bonds

Total investments acquired

Net increase (decrease) in policy loans and premium notes Net cash from investments

Cash from Financing and Miscellaneous Sources Cash provided (applied):

Capital and paid in surplus, less treasury stock Other cash provided or (applied)

Net cash from financing and miscellaneous sources

Reconciliation of cash and short-term investments: Net change in cash and short-term investments

Cash and short-term investments: Beginning of lhe year End of the year

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SUMMARY OF EXAMINATION CHANGES

There were no financial examination changes made to the preceding financial statements as a result of this examination.

NOTES TO FINANCIAL STATEMENTS

INVESTMENTS

As of December 3 1, 2007, the Company's invested assets were distributed as follows:

Bonds Cash

Contract Loans Totals

Amount Percentage

$ 54,311,023 98.4 %

863,389 1.6 %

8,261 0.0 %

$ 55,182,673 100.0 %

The Company's bond portfolio had the following quality and maturity profiles:

NAIC Designation

1

-

highest quality

2

-

high quality Totals

Years to Maturity

1 year or less

2 to 5 years 6 to 10 years I I to 20 years over 20 years Totals

Amount

$ 47,791,281

6,519,742

$ 54,311,023

Amount 1,398,800 8,519,207 12,347,173 3,862,417 28,183,426

$ 54,311,023

Percentage 88.0 % 12.0 % 100.0 % Percentage

2.6 % 15.7 % 22.7 % 7.1 % 51.9 % 100.0 %

At 2007, the Company had a strong investment portfolio containing NAIC rated 1 & 2 bonds. The Company has a written investment policy as required by the Pennsylvania Insurance Company Law 40 P.S.

5

504.1, Section 404.1 (c) and the Company appears to follow this policy.

POLICYHOLDER AND CLAIM RESERVES

The Company's life and accident & health aggregate reserves were reviewed by the Pennsylvania Insurance Department Life and Health actuarial division and no material adjustments were made.

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SUBSEQUENT EVENTS

The Company announced in April of 2008, the receipt of a Certificate of Authority for California. The Company now has the authority to do business in this state.

In July of 2008, President Thomas Hardy announced the retirement of Les Thompson, Chief Marketing Officer. Jay Hardy was appointed the new Chief Marketing Officer.

PRIOR EXAMINATION

The prior examination report contained the following recommendations:

1. It is hereby recommended the Company put in place a properly written custodial agreement containing the necessary language so as to comply with Pennsylvania Insurance Regulations (3 1 PA Code

5

148a.3).

The Company complied with this recommendation.

CURRENT EXAMINATION

As a result of the current examination, no recommendations have been made.

CONCLUSION

As a result of this examination, the financial condition of Unity Financial Life Insurance Company, as of December 3 1, 2007, was determined to be as follows:

Amount Percentage

Admitted assets Liabilities

Captial and Surplus

Total liabilities, capital and surplus

Since the previous examination, made as of December 3 1,2002, the Company's assets increased by $38,5 16,544, its liabilities increased by $37,233,606, and its surplus increased by $1,282,938.

This examination was conducted by Barbara Kowalski, William J. Umbaugh, CFE, and

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#&/Ic]d,, avid G. DelBiondo,

~ J L -

CPA

Director, Bureau of Financial qxaminations

William M. Fedak, CFE Examination Manager

h J b m & / f T ~ & b ? f f Shannon Hopkins, AFE

Examiner-in-C harge

The CFE designation has been conferred by an organization not affiliated with the federal or any state government. However the CFE designation is the only designation recognized by the NAIC for the purposes of performing statutory examinations of insurance companies.