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                                                                    EXHIBIT 10.2

                          DELPHI FINANCIAL GROUP, INC.
                SECOND AMENDED AND RESTATED DIRECTORS STOCK PLAN

Delphi Financial Group, Inc. (the "Company") has adopted the Second Amended and
Restated Delphi Financial Group, Inc. Directors Stock Plan effective April 1,
2003, subject to the approval of the stockholders of the Company. This Plan
amends and restates the Company's Amended and Restated Directors Plan, as
amended.

1.       PURPOSE

This Amended and Restated Directors Stock 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") and
Restricted Shares, as set forth below. The Plan shall be effective upon its
approval by the stockholders of the Company (as provided in Section 10 below).

2.       ADMINISTRATION

Except as to discretionary grants of Options pursuant to Section 5(B), the Plan
shall be substantially self-executing. Such discretionary grants, and any
administrative determinations regarding the Plan that may be required to be
made, 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.

3.       ELIGIBILITY

The persons who shall receive Options or Restricted Shares (the "Participants")
shall be members of the Company's Board of Directors who are not officers or
employees of the Company or any of its subsidiaries ("Subsidiaries"), as that
term is defined by Section 424(f) of the Internal Revenue Code of 1986, as
amended from time to time (the "Code"). Persons eligible to be Participants are
sometimes referred to herein as "Outside Directors."

4.       STOCK

The stock subject to the Options and Restricted Shares (collectively, the
"Awards") shall be shares (the "Shares") of the Company's authorized but
unissued or reacquired Class A common stock, par value $.01 per share. The
aggregate number of Shares as to which Awards may be granted shall not exceed
450,000. The limitation established by the preceding sentence shall be subject
to adjustment as provided in Section 5(F) of the Plan. In the event that any
outstanding Award under the Plan for any reason expires, terminates or is
cancelled, the Shares allocable to the unexercised portion of an Option or the
unvested portion of Restricted Shares will again be available for Awards
thereafter made under the Plan.

5.       TERMS AND CONDITIONS OF AWARDS

         A. OPTION GRANTS. Options shall automatically be granted under the Plan
as follows:

                  (i)      On the day immediately following the date on which
the Plan is approved by the stockholders of the Company (as provided in Section
10 below), and thereafter on the first business day immediately following each
date on which the Company holds its annual meeting of stockholders (commencing
with the 2004 meeting), each Outside Director then in office will automatically
be awarded as of such date Options exercisable for a number of Shares determined
pursuant to the following formula: Number of Option Shares = 2,650 (with such
amount to be automatically proportionately adjusted to reflect the cumulative
effect of all events of the type referred to in Section 5(C)(ix) hereof having
occurred prior to such date) multiplied by [1 + (.125 multiplied by the number
of years of continuous years of service of such Outside Director to that point,
including any portion of a year of service, which shall be treated as a full
year)].

                  (ii)     Each Outside Director shall, on the first business
day following each date on which such director is elected, re-elected or
appointed, as applicable, to the Company's Board of Directors (such following
day, the "Award Date"), commencing with the elections to occur at the 2003
annual meeting of stockholders, be awarded Options in lieu of the cash amount
(the "Retainer Amount") that such director would be entitled to receive for
serving as such in the period from the Award Date up to the date of the
Company's next following annual meeting of stockholders, exclusive of meeting
fees, fees for serving on any committee of the Board, or fees associated with
any other services provided to the Company or its

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Subsidiaries. Such Options will be exercisable for the nearest number of whole
Shares determined pursuant to the following formula: Number of Option Shares =
(Retainer Amount multiplied by 3), divided by (Fair Market Value, as that term
is defined in Section 5(C)(ii) hereof, as of the award date). Notwithstanding
the foregoing, Options will not be awarded pursuant to this Section 5(A)(ii) if
the Outside Director files with the Secretary of the Company, on or prior to the
commencement of the calendar year in which the applicable Award Date is to
occur, a written election not to receive Options in lieu of the Retainer Amount
(other than the first Award Date following approval of the Plan and the Award
Date following the date on which such director is first elected or appointed, in
which case such election may be made at any time prior to such Award Date) and
instead to receive either cash or Restricted Shares, as set forth below. The
number of Restricted Shares credited to an Outside Director who elects such
Awards shall be the nearest number of whole Shares determined by dividing the
Retainer Amount (or, in the case of an Outside Director who has elected to
receive cash, the Retainer Amount to the extent it exceeds the maximum cash
payable) by the Fair Market Value of a Share on the Award Date.

         B. DISCRETIONARY OPTION GRANTS. Without limiting the operation of
Section 5(A) hereof, the Committee may also make discretionary Option grants to
Outside Directors hereunder. The Committee may determine in its discretion the
Outside Directors to whom any such Options are to be granted under this Plan,
the number of Shares to be subject to each such Option and the other terms and
conditions of such Options, consistent with the terms of the Plan.

         C. TERMS OF OPTIONS. Promptly after each award pursuant to Section 5(A)
or Section 5(B) hereof, a Notice of Award of Stock Option (an "Option Notice")
shall be given to each Optionee, which notice shall comply with and be subject
to the following terms and conditions:

                  (i)      NUMBER OF SHARES. Each Option Notice shall state the
number of Shares to which it pertains.

                  (ii)     OPTION PRICE. Each Option Notice shall state the
Option price per Share, which shall be 100% of the Fair Market Value of a Share
on the date of the grant of the Option (the "Option Price"). For purposes
hereof, "Fair Market Value" shall be the closing price on the applicable date of
a Share, as reported on the New York Stock Exchange (the "NYSE"), or, if the
Shares are not then listed for trading on the NYSE, the closing price of the
Shares as reported on another recognized securities exchange or on the NASDAQ
National Market System if the Shares shall then be listed on such exchange or
system. If the Shares did not trade on the award date on the NYSE or such other
applicable exchange or system, the Fair Market Value for purposes hereof shall
be the reported closing price on the last business day on which the Shares were
traded preceding the award date.

                  (iii)    PAYMENT OF OPTION PRICE. The Option Notice may
provide that the Optionee may make payment of the Option Price in cash, Shares
or such other consideration as may be specified therein or as may be acceptable
to the Committee, or any combination thereof, in an amount or having an
aggregate value, as the case may be, equal to the total Option Price. Such
payment shall be made upon exercise of the Option.

                  (iv)     TERM, TRANSFERABILITY AND EXERCISABILITY OF OPTIONS.

                           (a) Each Option Notice shall state the date on which
the Option shall expire (the "Expiration Date"), which shall be ten years from
the date on which the Option is awarded. Options are not assignable or
transferable by an Optionee other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Code or by Title I of the Employee Retirement Income Security Act, or the
rules thereunder. Notwithstanding the foregoing, if provided in the applicable
Option Notice (at the time of grant or at any time thereafter), an Option
granted hereunder may be transferred for no consideration by the Optionee to
members of his or her immediate family, to a trust or trusts established for the
exclusive benefit only of one or more members of his or her immediate family or
to a partnership or other entity in which his or her immediate family members
are the only partners or owners. Any Option held by the transferee will continue
to be subject to the same terms and conditions that were applicable to the
Option immediately prior to the transfer, except that the Option will be
transferable by the transferee only by will or the laws of descent and
distribution. For purposes hereof, "immediate family" means the Optionee's
children, stepchildren, grandchildren, parents, stepparents, grandparents,
spouse, siblings (including half brothers and sisters), in-laws, and
relationships arising because of legal adoption.

                           (b) Options granted pursuant to Section 5(A)(i)
hereof shall become exercisable in five equal annual installments of twenty
percent (20%) per year. Options granted pursuant to Section 5(A)(ii) hereof
shall become exercisable in four substantially equal installments (without
taking into account any fractional share) on the dates which follow the date of
the grant by 90, 180, 270 and 360 days, respectively. Options granted pursuant
to Section 5(B) hereof shall become exercisable on such terms and conditions as
are established by the Committee and set forth in the Option Notice. Once
Options with respect to Shares become exercisable as aforesaid, they may be
exercised in whole or in part

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from time to time through the applicable Expiration Date, subject to the terms
and conditions hereof. Upon or in connection with a Change of Ownership, each
Optionee shall have the right, immediately prior to such Change of Ownership, to
exercise his or her Options without regard to the foregoing installment
provisions as to exercisability. For purposes of this Plan, a "Change of
Ownership" shall be deemed to have occurred (1) if individuals who, as of the
effective date of this Plan, constitute the Board of Directors of the Company
(the "Board of Directors" generally and as of the date hereof the "Incumbent
Board") cease for any reason to constitute at least a majority of the directors
constituting the Board of Directors, provided that any person becoming a
director subsequent to the effective date of this Plan whose election, or
nomination for election by the Company's shareholders, was approved by a vote of
at least three-quarters (3/4) of the then directors who are members of the
Incumbent Board (other than an election or nomination of an individual whose
initial assumption of office is (A) in connection with the acquisition by a
third person, including a "group" as such term is used in Section 13(d)(3) of
the Securities and Exchange Act of 1934, as amended (the "1934 Act"), of
beneficial ownership, directly or indirectly, of 20% or more of the combined
voting securities ordinarily having the right to vote for the election of
directors of the Company (unless such acquisition of beneficial ownership was
approved by a majority of the Board of Directors who are members of the
Incumbent Board), or (B) in connection with an actual or threatened election
contest relating to the election of the directors of the Company, as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act) shall
be, for purposes of this Plan, considered as though such person were a member of
the Incumbent Board; or (2) if the stockholders of the Company approve a merger,
consolidation, recapitalization or reorganization of the Company, reverse split
of any class of voting securities of the Company, or an acquisition of
securities or assets by the Company, or the sale or disposition by the Company
of all or substantially all of the Company's assets, or if any such transaction
is consummated without stockholder approval, other than any such transaction in
which the holders of outstanding Company voting securities immediately prior to
the transaction receive, with respect to such Company voting securities, voting
securities of the surviving or transferee entity representing more than 60
percent of the total voting power outstanding immediately after such
transaction, with the voting power of each such continuing holder relative to
other such continuing holders not substantially altered in the transaction; or
(3) if the stockholders of the Company approve a plan of complete liquidation of
the Company.

                           (c) At any time and from time to time when any Option
or portion thereof is exercisable, such Option or portion thereof may be
exercised in whole or in part, as applicable; provided, however, that the
Company shall not be required to issue fractional Shares.

                  (v)      TERMINATION OF SERVICE EXCEPT BY DEATH, DISABILITY,
RETIREMENT OR REMOVAL FOR CAUSE. In the event that the Optionee shall cease to
be an Outside Director for any reason other than death, disability, retirement
or removal for cause as further provided herein, Options granted pursuant to
Section 5(A)(i) and Section 5(B) hereof may be exercised only within three (3)
months after such termination of service or such longer period as may be
established by the Committee at the time of grant or thereafter. Sections
5(C)(vi) and 5(C)(viii) hereof shall not be construed to limit the right of an
Optionee (or, in the case of the death of an Optionee, the persons referenced in
the second sentence of Section 5(C)(vi)) to exercise Options granted pursuant to
Section 5(A)(ii) hereof prior to their Expiration Date. Notwithstanding anything
contained in this Plan to the contrary, any Option that is not exercisable on
the last day on which an Optionee is an Outside Director shall expire
immediately, and in no event shall any Option be exercised after its Expiration
Date.

                  (vi)     DEATH OR DISABILITY OF OPTIONEE. In the event an
Optionee shall die or become disabled while a director of the Company, Options
may be exercised at any time within one (1) year after the Optionee's death or
disability or such longer period as may be established by the Committee at the
time of grant or thereafter, but only to the extent that such Option was
exercisable by the Optionee on the last day on which the Optionee was an Outside
Director, and in no event may an Option be exercised after its Expiration Date.
During such one-year period, the Option may be exercised by the Optionee or a
representative, or in the case of death, by the executors or administrators of
the Optionee or by any person or persons who shall have acquired the Option
directly from the Optionee by bequest or inheritance. Whether an Optionee shall
have become disabled for the purposes of the Plan shall be determined by the
Committee, which determination shall be final and conclusive.

                  (vii)    REMOVAL FOR CAUSE. If an Optionee is removed as a
director of the Company on account of any act of (a) fraud or intentional
misrepresentation or (b) embezzlement, misappropriation or conversion of assets
or opportunities of the Company, or any unauthorized disclosure of confidential
information or trade secrets of the Company, all unexercised Options shall
terminate as of the date of such Optionee's removal.

                  (viii)   RETIREMENT. To the extent an Option was exercisable
on the last date of service as a director of the Company, such Option may be
exercised up to one (1) year following the Optionee's retirement at or after age
75 or such longer period as may be established by the Committee at the time of
grant or thereafter, but in no event may an Option be exercised after its
Expiration Date.

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                  (ix)     MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.
Subject to the terms and conditions and within the limitations of the Plan, the
Committee may modify, extend or renew outstanding Options granted under the
Plan, or accept the surrender of outstanding Options (to the extent not
theretofore exercised). Notwithstanding the foregoing, however, no modification
of an Option shall, without the consent of the Optionee, alter or impair any
rights or obligations under any Option theretofore granted under the Plan.

         D. RESTRICTED SHARES. Restricted Shares issued hereunder will vest in
four equal installments on the dates which follow the date of grant by 90, 180,
270 and 360 days, respectively. From and after the date of grant, the
Participant will be entitled to vote and receive dividends, if any, on the
Restricted Shares. In the event the Participant's service on the Board of
Directors ceases for any reason prior to a vesting date, the unvested Restricted
Shares shall be forfeited to the Company. Notwithstanding the foregoing, the
Restricted Shares shall vest in full upon a Change of Ownership (as defined
above). Prior to vesting, the Restricted Shares shall not be transferable other
than by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order, as defined by the Code.

         E. RECAPITALIZATION, REORGANIZATION, ETC., OF COMPANY.

                  (i)      Subject to any required action by the stockholders,
the number of Shares covered by each outstanding Award, and the price per Share
of any Option so covered, shall automatically be proportionately adjusted for
any increase or decrease in the number of issued shares of Class A Common Stock
of the Company resulting from a subdivision or consolidation of Shares or the
payment of a stock dividend or any other increase or decrease in the number of
such shares effected without receipt of consideration by the Company.

                  (ii)     If, pursuant to any reorganization, recapitalization,
sale or exchange of assets, consolidation or merger, outstanding Class A Common
Stock of the Company is or would be exchanged for other securities of the
Company or of another corporation which is a party to such transaction, or for
property, whether or not any such transaction gives rise to a Change of
Ownership, any Awards under the Plan theretofore granted shall apply to the
securities or property into which the Class A Common Stock covered thereby shall
be so changed or for which such Class A Common Stock shall be exchanged. In any
of such events, the total number and class of Shares then remaining available
for issuance under the Plan (including Shares reserved for outstanding Awards
and Shares available for future grant of Awards under the Plan) shall likewise
be adjusted so that the Plan shall thereafter cover the number and class of
shares equivalent to the Shares covered by the Plan immediately prior to such
event.

                  (iii)    In the event of a change in the Class A Common Stock
of the Company as presently constituted, which is limited to a change of all of
its authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any such
change shall be deemed to be the Class A Common Stock within the meaning of the
Plan.

                  (iv)     Adjustments pursuant to Section 5(F)(ii) hereof shall
be made by the Committee, whose determination as to which shall be final,
binding and conclusive.

                  (v)      Except as hereinbefore expressly provided in this
Section 5(F), a Participant shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger or consolidation
or spin-off of assets or stock of another corporation, and any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Class A Common Stock subject to the Award.

                  (vi)     The grant of an Award pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, mergers, reorganizations or changes of its capital or
business structure, to merge or to consolidate, to dissolve or liquidate or to
sell or transfer all or any part of its business or assets.

         F. RIGHTS AS A STOCKHOLDER. No person shall have any rights as a
stockholder with respect to any Shares covered by an Option until the date of
the issuance of the Shares to such person. No adjustments shall be made to
outstanding Options for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights, except as
provided in Section 5(F) hereof.

         G. INVESTMENT PURPOSE. Each Award made under the Plan shall be granted
on the condition that any purchases of Shares hereunder shall be for investment
purposes and not with a view to resale or distribution, except that in the event
the Shares are registered under the Securities Act of 1933, as amended (the
"Act"), or in the event a resale of such Shares without such registration would
otherwise be permissible, such condition shall be inoperative if, in the opinion
of counsel

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for the Company, such condition is not required under the Act, or any other
applicable law, regulation or rule of any governmental agency.

         H. OTHER PROVISIONS. The Option Notice and the terms of other Awards
shall comply with and be subject to the terms and conditions of the Plan, and
shall contain such other terms, conditions and provisions as the Committee shall
deem advisable.

6.       TERM OF PLAN

Awards shall be granted pursuant to the Plan from time to time within the period
of ten years from the earlier of the date of adoption of the Plan and the date
on which the Plan is approved by the stockholders of the Company.

7.       AMENDMENT OF THE PLAN

The Board of Directors may, insofar as permitted by law, from time to time, with
respect to any Shares not then subject to Awards, suspend or discontinue the
Plan or revise or amend it in any respect whatsoever, subject to the approval of
the stockholders of the Company where such approval is required by law or
regulation or pursuant to the rules of the NYSE or, if the Shares are not listed
on the NYSE, the rules of any other exchange or market on which the Shares may
be traded.

8.       APPLICATION OF FUNDS

The proceeds received by the Company from the sale of shares pursuant to Options
will be used for general corporate purposes.

9.       NO OBLIGATION TO EXERCISE OPTION

The granting of an Option shall impose no obligation upon the Optionee to
exercise such Option.

10.      APPROVAL OF STOCKHOLDERS

This Plan shall be effective upon its approval by the stockholders of the
Company.

11.      NO RIGHT TO NOMINATION

Neither the Plan nor any action taken hereunder shall be construed as giving any
director any right to be nominated for reelection to the Company's Board of
Directors.

12.      EFFECT OF PLAN UPON OTHER OPTIONS AND COMPENSATION PLANS

The adoption of this Plan shall not affect any other compensation or incentive
plans in effect for the Company or any Subsidiary. Nothing in this Plan shall be
construed to limit the right of the Company or any Subsidiary to (a) establish
any other forms of incentives or compensation for employees or directors of or
persons associated with the Company or any Subsidiary, or (b) grant or assume
options otherwise than under this Plan in connection with any proper corporate
purpose, including, but not by way of limitation, the grant or assumption of
options in connection with the acquisition by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any corporation,
firm or association.

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