August 11, 1999
Delphi Financial Group, Inc.
1105 North Market Street
Wilmington, Delaware 19801
Re: Waiver and Amendment
Ladies and Gentlemen:
We make reference to that certain Third Amended and Restated Credit Agreement, dated as of December 5,
1996 (as amended or modified to date, the "Credit Agreement"), among Delphi Financial Group, Inc. ("Delphi"),
the co-agents party thereto (the "Co-Agents"), the lenders party thereto (the "Lenders") and Bank of America,
N.A. (as successor by merger to Bank of America National Trust and Savings Association), as administrative
agent (the "Administrative Agent"). Capitalized terms used herein and not otherwise defined shall have the
meanings provided in the Credit Agreement.
We understand that, absent the waiver provided for herein, an Event of Default would exist under Section 10.6 of
the Credit Agreement (Capital Expenditures) as a result of Delphi exceeding the limit on Consolidated Capital
Expenditures by approximately $3,000,000 as of the Fiscal Quarter ended June 30, 1999. We also understand
that Delphi has requested that (a) the Event of Default resulting from its violation of Section 10.6 of the Credit
Agreement be waived by the Lenders, (b) Section 10.6 of the Credit Agreement be deleted and (c)
Section 9.4 of the Credit Agreement be amended to provide, among other things, that any unused dividend and
stock repurchase/redemption capacity in any given Fiscal Year be carried forward to succeeding Fiscal Years.
Each of the undersigned hereby:
(a) waives any Event of Default resulting from Delphi's violation of Section 10.6 of the Credit Agreement as of
the Fiscal Quarter ended June 30, 1999;
(b) agrees that Section 10.6 of the Credit Agreement shall be deleted in its entirety and replaced with the
"SECTION 10.6. [Intentionally Omitted]."
(c) agrees that Section 9.4 of the Credit Agreement shall be deleted in its entirety and replaced with the following:
"SECTION 9.4 Dividends, etc. Except f