Mark A. Wilhelm Safety National Casualty Corporation 2043 Woodland Parkway, Suite 200 St. Louis, Missouri 63146 Re: Stock Option Award Agreement Dear Mark:Delphi Financial Group Inc/De • March 1st, 2011 • Life insurance
We are pleased to inform you that, pursuant to action taken by the Compensation Committee (the “Committee”) of the Board of Directors of Delphi Financial Group, Inc. (“Delphi”) under Section 5 of the 2003 Employee Long-Term Incentive and Share Award Plan, as amended (the “Plan”), you have been granted options to purchase up to 225,000 shares of Delphi’s Class A Common Stock (the “Stock”) at the price of $29.14 per share (the “Options”), which was the fair market value of the Stock as of February 15, 2008, the effective date of such grant, as determined under the Plan. Such option grant is subject in all respects to the terms and conditions described herein. This agreement, once countersigned by you, shall constitute an “Award Agreement” as defined in Section 2(c) of the Plan.
December 19, 2008 Mark A. Wilhelm Safety National Casualty Corporation 1832 Schuetz Road St. Louis, Missouri 63146 Re: Amendment of Stock Option Award Agreement Dear Mark:Delphi Financial Group Inc/De • March 1st, 2011 • 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.
SAFETY NATIONAL CASUALTY CORPORATION EMPLOYMENT AGREEMENTSafety National Casualty Corporation Employment Agreement • March 1st, 2011 • Delphi Financial Group Inc/De • Life insurance • Missouri
This Employment Agreement (this “Agreement”) has been entered into as of the 14th day of February, 2008 by and between Safety National Casualty Corporation, a Missouri stock insurance corporation (the “Company”), and Mark A. Wilhelm, an individual and resident of the State of Missouri (the “Executive”).
December 21, 2010 Mark A. Wilhelm Safety National Casualty Corporation 1832 Schuetz Road St. Louis, Missouri 63146 Re: Second Amendment to Stock Option Award Agreement Dear Mark:Delphi Financial Group Inc/De • March 1st, 2011 • Life insurance
This will confirm that, pursuant to action taken on the date hereof 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, as amended by the Amendment thereto dated December 19, 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 further amended as provided herein. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Award Agreement.
