TOKYO & NEW YORK–(BUSINESS WIRE)–      Tokio Marine Holdings, Inc. (TMHD) and Delphi Financial Group, Inc.       (Delphi) (NYSE:DFG – News) today announced that they have entered into a       definitive agreement under which TMHD will acquire all outstanding       shares of Delphi, a leading financial services holding company comprised       of specialty life and property & casualty insurance and       insurance-related businesses, for $43.875 per Class A share and $52.875       per Class B share in cash, through TMHD’s wholly owned subsidiary, Tokio       Marine & Nichido Fire Insurance Co., Ltd. (TMNF). In addition, Delphi       shareholders will receive $1.00 in cash per share pursuant to a one-time       special dividend from Delphi for each share of Class A and Class B stock       they own. The total transaction value is approximately U.S. $2.7 billion       and is expected to close in the second quarter of 2012.

The acquisition of Delphi further solidifies and effectively complements       Tokio Marine’s presence in the U.S. property & casualty market and marks       its entrance into the U.S. life insurance market. Delphi, founded in       1987 by Robert Rosenkranz, has three main subsidiaries. Delphi’s life       insurance subsidiary, Reliance Standard Life Insurance Company,       underwrites a diverse portfolio of group employee benefits and also       markets asset accumulation products, primarily fixed annuities, to       individuals. Its property & casualty subsidiary, Safety National       Casualty Corporation, is the clear leader and longest tenured insurer in       the excess workers’ compensation market in the U.S. A third subsidiary,       Matrix Absence Management, Inc. provides integrated disability and       absence management services to the employee benefits market. Delphi and       its primary subsidiaries are well positioned to benefit from Tokio       Marine’s financial strength and international market knowledge, to       leverage the business relationships of Tokio Marine’s existing U.S.       operations, particularly Philadelphia Consolidated, and to expand and       diversify the revenues and capabilities of Tokio Marine.

Shuzo Sumi, President of Tokio Marine, said, “The Tokio Marine Group has       been seeking continued expansion of its international insurance business       as a major driving force of its mid to long term growth strategy. The       acquisition of Delphi is an important step in this development, serving       to further diversify our business mix in the United States. Delphi is an       outstanding insurance group with a strong focus on niche business lines       in the employee benefits market. It has an experienced and excellent       management team with strict underwriting discipline and a strong bottom       line orientation.”

Robert Rosenkranz, Chairman and Chief Executive Officer of Delphi, said,       “I am particularly pleased with this transaction and that Delphi will be       a strategically important part of the Tokio Marine group, whose       transformation into a global insurance enterprise was spearheaded by the       acquisitions of such outstanding companies as Philadelphia Consolidated       and Kiln Group at Lloyd’s. Tokio Marine has shown a great deal of       respect for our corporate culture and expects us to operate with a high       degree of autonomy. Merging with Tokio Marine is exciting because it       will leverage our underwriting and investment expertise and give us       access to substantial resources to take advantage of acquisitions and       other new business opportunities.”

Don Sherman, President & Chief Operating Officer of Delphi, said, “This       is an excellent outcome for both our shareholders and Tokio Marine. I am       very proud of our employees whose efforts created one of the most       successful specialty insurance companies in the U.S. Our expertise in       the employee benefits, excess workers’ compensation, annuity and       investment areas, coupled with Tokio Marine’s global resources, should       allow the company to realize growth and profitability superior to what       we could achieve on a stand-alone basis.”

President Sumi concluded, “Tokio Marine greatly respects the growth and       profit record of Delphi achieved under the leadership of its strong       management team, both at the holding company and at its principal       subsidiaries. We are delighted that this management team is fully       committed to the partnership with us, which is critical to the future of       the combined business. We share common values and business philosophies       and are confident that this will result in an outstanding future       together.”

Delphi marks Tokio Marine’s first significant acquisition in the U.S.       since it acquired Philadelphia Consolidated in December 2008. Delphi and       Philadelphia Consolidated are complementary and provide a unique       opportunity to leverage their respective strengths while further       diversifying Tokio Marine’s international business.

If Delphi were included in TMHD’s fiscal 2011 earnings estimates       (excluding the impact of Thai flood losses) on a pro forma basis, the       contribution of international insurance business to TMHD’s total       adjusted earnings would increase from 37% to 46%.

Certain Transaction Terms:

Under the terms of the agreement, Tokio Marine will acquire 100% of the       shares of Delphi for $43.875 per Class A share and $52.875 per Class B       share in cash. In addition, Delphi shareholders will receive $1.00 in       cash per share pursuant to a one-time special dividend from Delphi to be       paid shortly after closing. Delphi shareholders will also continue to       receive their regular quarterly dividends until the transaction closes.       The acquisition will be financed through the utilization of Tokio Marine       Group cash on hand together with borrowings.

Approvals and Timing:

The Board of Directors of TMHD and a Special Committee of the       independent directors of Delphi (Special Committee) have unanimously       approved the transaction. The transaction was also approved by the Board       of Directors of Delphi. In addition, Robert Rosenkranz, who represents       49.9% of Delphi’s votes, has agreed to vote in favor of the transaction.       The Special Committee determined that the transaction is fair to and in       the best interests of the Class A shareholders. The acquisition is       subject to the approval of Delphi shareholders, including approval by       the holders of a majority of the Class A shares, other than TMHD, Mr.       Rosenkranz, Delphi’s directors and officers and their affiliates, and       the approval of various regulatory authorities in Japan and the U.S., as       well as other customary closing conditions. The transaction is expected       to close in the second quarter of 2012.

Macquarie Capital acted as financial advisor to Tokio Marine in this       transaction and Sullivan & Cromwell LLP provided external legal counsel.       Lazard acted as financial advisor to Delphi’s Special Committee of       Independent Directors of its Board of Directors and Cravath Swaine &       Moore LLP provided external legal counsel to the Special Committee.       Morris, Nichols, Arsht & Tunnell LLP provided external legal counsel to       Delphi.

Press Conference:

TMHD will host a press conference at the 15th Floor Conference Room of       the Tokio Marine Nichido Annex Building in Tokyo to discuss the       transaction on December 21 at 4:00 P.M. Japan time (2:00 A.M. Eastern       time).

Delphi will host a teleconference for the U.S. investment community       today, December 21 at 10:00 P.M. Japan time (8:00 A.M. Eastern time) to       discuss the announcement. The teleconference can be accessed by dialing       +1-800-230-1951 (U.S. and Canada callers*) approximately ten minutes       prior to the teleconference. There will also be a live webcast of the       teleconference available at www.delphifin.com.       It is advisable to register at least 15 minutes prior to the webcast to       download and install any necessary audio software. A replay of the call       will be available at +1-800-475-6701 (U.S. and Canada callers*) access       code 230493, and on Delphi’s website at www.delphifin.com.

* For dial-in numbers of countries other than U.S. and Canada, please       contact Bernard Kilkelly of Delphi by e-mail to bkilkelly@dlfi.com       or by telephone at +1-212-303-4349.

About Tokio Marine Holdings, Inc.:

Tokio Marine Holdings, Inc., the ultimate holding company of the Tokio       Marine Group, is incorporated in Japan and is listed on both the Tokyo       and Osaka Stock Exchanges. The Tokio Marine Group operates in the       property and casualty insurance, reinsurance and life insurance sectors       globally with a presence in approximately 40 countries/areas.       Consolidated net premiums written of the Group for the fiscal year 2010       was approximately Yen 2.3 trillion (approximately U.S. $30 billion,       based on exchange rates at the end of September 2011). The Group’s main       operating subsidiary, Tokio Marine & Nichido Fire, was founded in 1879       and is the oldest and largest property and casualty insurer in Japan.       TMNF conducts business in the United States mainly through its U.S.       branch and enjoys an A.M. Best rating of A++, which ranks among the       highest in the industry.

About Delphi Financial Group, Inc.:

Delphi Financial Group, Inc. is a financial services company focused on       specialty insurance and insurance-related businesses. Delphi is a leader       in managing all aspects of employee absence to enhance the productivity       of its clients and provides the related group insurance coverages:       long-term and short-term disability, life, excess workers’ compensation       for self-insured employers, large casualty programs including large       deductible workers’ compensation, travel accident, dental and limited       benefit health insurance. Delphi’s asset accumulation business       emphasizes individual annuity products. Delphi’s common stock is listed       on the New York Stock Exchange under the symbol DFG and its corporate       website address is www.delphifin.com.

Cautionary Statement Regarding Forward-Looking       Statements

Certain statements in this press release may constitute “forward-looking       statements.” Actual results could differ materially from those projected       or forecast in the forward-looking statements. The factors that could       cause actual results to differ materially include those referred to in       Delphi’s filings with the U.S. Securities and Exchange Commission (the       “SEC”), as well as the following: operating costs, customer loss and       business disruption (including, without limitation, difficulties in       maintaining relationships with employees, customers or suppliers) may be       greater than expected following the announcement of the transaction; the       retention of certain key employees at Delphi; the conditions to the       completion of the transaction may not be satisfied, or the regulatory       approvals required for the transaction may not be obtained on the terms       expected or on the anticipated schedule; the parties may not be able to       meet expectations regarding the timing, completion and accounting and       tax treatments of the merger. TMHD assumes no obligation to update the       information in this press release, except as otherwise required by law.       Readers are cautioned not to place undue reliance on these       forward-looking statements that speak only as of the date hereof.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect       of the proposed acquisition of Delphi by TMHD. In connection with the       proposed acquisition, Delphi intends to file relevant materials with the       SEC, including a proxy statement on Schedule 14A. SECURITY HOLDERS OF       DELPHI ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,       INCLUDING DELPHI’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT       INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security       holders will be able to obtain the documents free of charge at the SEC’s       web site, www.sec.gov,       and may obtain documents filed by Delphi free of charge from Delphi’s       website at www.delphifin.com.       In addition, the proxy statement and other documents filed by Delphi       with the SEC (when available) may be obtained from Delphi free of charge       by directing a request to Delphi Financial Group, Inc., c/o Investor       Relations, Bernard J. Kilkelly, Vice President – Investor Relations, bkilkelly@dlfi.com,       +1-212-303-4349.

Participants in Solicitation

TMHD, and Delphi and its directors and executive officers may be deemed       to be participants in the solicitation of proxies from the holders of       Delphi common stock in respect of the proposed transaction. Security       holders may obtain information regarding the names, affiliations and       interests of Delphi and its directors and executive officers in Delphi’s       Annual Report on Form 10-K for the fiscal year ended December 31, 2010,       which was filed with the SEC on March 1, 2011, and its definitive proxy       statement for the 2011 Annual Meeting of Stockholders, which was filed       with the SEC on April 14, 2011. To the extent holdings of Delphi       securities have changed since the amounts contained in the definitive       proxy statement for the 2011 Annual Meeting, such changes have been or       will be reflected on Statements of Change in Ownership on Form 4 filed       with the SEC. Investors may obtain additional information regarding the       interest of such participants by reading the proxy statement regarding       the acquisition when it becomes available.