OneAmerica Financial Partners, Inc., Indianapolis, and Shenandoah Life Insurance Company have announced the signing of a letter of intent that describes a proposal to merge the two organizations. Under the proposal, Shenandoah would become a subsidiary of OneAmerica, joining American United Life Insurance Company, The State Life Insurance Company, Pioneer Mutual Life, and R.E. Moulton, Inc. Completion of the merger is expected in mid-2009 after approval of the transaction by eligible policyholders of both companies, and federal and state regulatory authorities.

The agreement reflects OneAmerica’s growth strategy. “This proposed merger would bring together two historically strong companies that share a deep commitment to policyholders and mutual company values,” said OneAmerica Chairman, President and CEO Dayton H. Molendorp. “We look forward to Shenandoah Life Insurance Company becoming the newest member of the OneAmerica family of companies.”

The letter of intent proposes that Shenandoah Life would remain a distinct insurance company with significant operations and growth opportunities in Roanoke, VA. Shenandoah Life policyholders would have no change in policy benefits and would continue to receive service from Shenandoah Life agents and employees. Upon completion of the proposed merger, Shenandoah Life eligible policyholders would be members of OneAmerica with full voting rights.

“We believe it is in the best interests of our policyholders to enhance Shenandoah Life’s financial strength by joining with OneAmerica. Our common values focus on commitment to policyholders and continued growth of the service we provide,” said Shenandoah Life President and Chief Executive Officer Robert W. Clark. Molendorp added “OneAmerica’s financial strength, as reflected by its A.M. Best, Standard & Poor’s and Moody’s ratings, offers Shenandoah Life the opportunity to expand its core business.”