DELPHI FINANCIAL GROUP, INC. $250,000,000 7.875% Senior Notes due 2020 UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2010 • Delphi Financial Group Inc/De • Life insurance • New York
Delphi Financial Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) acting severally and not jointly, the respective amounts set forth in such Schedule 1 of $250,000,000 aggregate principal amount of its 7.875% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of January 20, 2010 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee), as supplemented by a first supplemental indenture to be dated as of January 20, 2010 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”. This is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters. In the event only a single Underwriter is named in Schedule 1, then all references to the “Underwriters” shall be deem
DELPHI FINANCIAL GROUP, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 20, 2010 Senior Debt SecuritiesDelphi Financial Group Inc/De • January 21st, 2010 • Life insurance • New York
INDENTURE, dated as of January 20, 2010 between Delphi Financial Group, Inc., a Delaware corporation (herein called the “Company” or the “Issuer”), having its principal office at 1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, Delaware 19801 and U.S. Bank National Association, a national banking association, as trustee hereunder (herein called the “Trustee”).
