DELPHI FINANCIAL GROUP, INC.
AMENDED AND RESTATED DIRECTORS STOCK OPTION PLAN
Delphi Financial Group, Inc. (the "Company") adopted the Delphi Financial Group, Inc. 1994 Directors Stock
Option Plan effective April 12, 1994. Effective as of March 20, 1997, the Company amended and restated such
plan (subject to the approval of the stockholders of the Company) to incorporate provisions whereby the eligible
members of its Board of Directors may receive stock options in lieu of their annual cash retainers, to increase the
number of shares subject to nonqualified stock options available for issuance under such plan, and to effect
certain further amendments. Such plan, as so amended and restated, is as follows:
This Amended and Restated Directors Stock Option Plan (the "Plan") is intended to increase the proprietary
interest in Delphi Financial Group, Inc. (the "Company") of outside directors of the Company, i.e., directors who
are not officers or employees of the Company or its subsidiaries, whose continued services are important to the
continued success of the Company, thereby providing them with additional incentive to continue to serve as
directors. The Plan provides for the issuance of nonqualified stock options ("Options"). The Plan shall be effective
upon its approval by the stockholders of the Company (as provided in Section 10 below).
The Plan shall be substantially self-executing. To the extent, however, that any administrative determinations
regarding the Plan are required to be made, they shall be made pursuant to the affirmative vote of a majority of
the members of a committee consisting of the members of the Company's Board of Directors (the "Committee").
All ministerial matters relating to the Plan shall be performed by or at the direction of the Committee.
The persons who shall receive Options (the "Optionees") shall be members of the Company's Board of Directors
who are not officers or employees of th