0000893220-08-003263 Sample Contracts

December 22, 2008
Delphi Financial Group Inc/De • December 23rd, 2008 • Life insurance

This letter will serve as notice that, by action of the Compensation Committee (the “Committee”) of the Board of Directors of Delphi Financial Group, Inc. (the “Company”), the terms and conditions of the award made to you effective February 16, 2007 of 17,144 Restricted Share Units (the “Units”), pursuant to the Company’s 2003 Employee Long-Term Incentive and Share Award Plan, as amended (the “Plan”), as described in the Award Agreement dated February 28, 2007 (the “Prior Award Agreement”), have, pursuant to Section 9(d) of the Plan, been amended and restated in accordance with the terms hereof.

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December 19, 2008
Delphi Financial Group Inc/De • December 23rd, 2008 • Life insurance

This will confirm that, pursuant to action taken by the Compensation Committee (the “Committee”) of the Board of Directors of Delphi Financial Group, Inc. (“Delphi”), the Stock Option Award Agreement dated February 21, 2008 (the “Award Agreement”), pursuant to which you were granted options to purchase up to 225,000 shares of Delphi’s Class A Common Stock pursuant to Delphi’s 2003 Employee Long-Term Incentive and Share Award Plan (the “Plan”), has been amended as provided herein. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Award Agreement.

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