DELPHI FINANCIAL GROUP, INC.
SECOND AMENDED AND RESTATED
EMPLOYEE STOCK OPTION PLAN
Delphi Financial Group, Inc. (the "Company") adopted the Delphi Financial Group, Inc. Employee Nonqualified
Stock Option Plan effective November 6, 1987, and amended and restated such plan effective January 1, 1994.
Because, under the terms of such plan, options could only be granted thereunder within a period of ten years
from when the plan was originally approved by the Company's stockholders, the plan was, effective as of March
20, 1997 (subject to the approval of the stockholders of the Company), further amended and restated to readopt
such plan, as well as to consolidate prior plan amendments and adjustments, including, among other things, the
adjustment to the number of shares available for issuance thereunder that resulted from the twenty percent (20%)
stock dividend distributed by the Company on September 30, 1996, and to effect certain further amendments.
Such plan, as so amended and restated, and as further amended on May 9, 2000 and February 7, 2001 (subject
to the approval of the stockholders of the Company) to increase the aggregate number of shares as to which
options may be granted thereunder, is as follows:
This Second Amended and Restated Employee Stock Option Plan (the "Plan") is intended to be an incentive for
employees of Delphi Financial Group, Inc. (the "Company") or any of its subsidiary corporations (the
"Subsidiaries") as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended from
time to time (the "Code"), and other Optionees (as herein defined) to share in future appreciation in the value of
the stock of the Company, and to encourage stock ownership by such individuals in the Company, so that such
individuals may acquire or increase a proprietary interest in the success of the Company and its Subsidiaries, and
so that they may be encouraged to continue to provide services to the Company and its Subsidiarie