DELPHI FINANCIAL GROUP, INC.
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
The purpose of this Long-Term Performance-Based Incentive Plan (the "Plan") is to advance the interests of
Delphi Financial Group, Inc. (the "Company") by providing Mr. Robert Rosenkranz, Chairman, President and
Chief Executive Officer of the Company, with a compensation arrangement that rewards him for significant gains
in shareholder wealth as measured by the performance of the Company's Class A Common Stock ("Stock")
against the S&P Insurance Composite Index Total Return to Shareholders, as defined in Section 5.2(d).
The Plan is intended to accomplish these goals by enabling the Company to grant Awards in the form of Options
and Restricted Stock or Deferred Shares, all as more fully described below.
Unless otherwise determined by the Board of Directors of the Company (the "Board"), the Plan will be
administered by a Committee of the Board designated for such purpose (the "Committee"). The Committee shall
consist of at least two directors. A majority of the members of the Committee shall constitute a quorum, and all
determinations of the Committee shall be made by a majority of its members. Any determination of the
Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a
majority of the Committee members. So long as the Stock is registered under the Securities Exchange Act of
1934 (the "1934 Act"), all members of the Committee shall be Non-Employee Directors within the meaning of
Rule 16b-3 under the 1934 Act and outside directors within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Committee will have authority, not inconsistent with the
express provisions of the Plan and in addition to other authority granted under the Plan, to (a) grant Awards at
such time or times as they are earned in accordance with the Plan; (b) prescribe the form or forms of instruments
that are re