American Fidelity & Guarantee Financial Holdings Inc., Signs Letter of Intent with ProCore Group Inc.

Business Editors

PHILADELPHIA--(BUSINESS WIRE)--Feb. 18, 2004

American Fidelity & Guarantee Financial Holdings Inc. (AF&G), a newly formed, privately held insurance holding company, announced today the company has executed a "Letter of Intent" with ProCore Group Inc. of University Heights, OH (OTCBB: PCRG) to acquire an un-disclosed stock, legal reserve, life, accident and health insurance company rated "B+" by A. M. Best Company. Settlement is to take place within 120 days, subject to obtaining all regulatory approvals. AF&G will continue to develop the accident and health business of the insurance company and will redirect the marketing efforts of the life insurance division to the pre-need and final expense markets. AF&G is the successor to the pre-need divisions of Occidental Life Insurance Company of North Carolina and Southwestern Life Insurance Company of Dallas, TX formerly owned by PennCorp Financial Group Inc. and subsequently owned by Southwestern Life Holdings Inc. (Nasdaq: SWLH). SwissRe acquired SWLH in a $170.2 million stock tender offer in 2002. The company will market its new pre-need and final expense products under the registered trade names of the new Passages Program(R) and Director's Trust(R). The Director's Trust(R) business unit, a wholly owned subsidiary of AF&G, is an insurance and cash funded pre-need asset management and marketing company established in 1994 authorized in twenty-three (23) states with program revenues exceeding $350 million.

E. K. (Ted) Miller, President and Chief Executive Officer of AF&G remarked, "We are very pleased to have the opportunity to acquire a financially secure and well established, highly regarded and respected issuing carrier for our insurance programs. It will afford us the ability to amplify and expand our existing business and build the company to new levels. Establishing a strategic alliance with ProCore Group Inc. enables us to develop a distinctive, market specific financial services company and take the next step in accomplishing our long-term goals. ProCore's business model, leadership and financial strength will provide a platform for us to build a more successful and profitable company setting new standards within our industry. We have unique new products and services to offer and share with the market and are anxious to tell our story in the marketplace. Our marketing partners will also share in the growth, good fortune and profits of our company."

Note regarding the Private Securities Litigation Reform Act: Except for historical information contained herein, this press release contains forward-looking statements that involve a number of risks and uncertainties. Actual results could differ materially from those indicated by such forward-looking statements due to a number of factors and risks detailed from time to time in statements and reports that the company has filed or may file with the Securities and Exchange Commission. Any forward-looking statements contained in this press release are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.