<PAGE>   1
                                                                     EXHIBIT 2.1




                     MERGER, EXCHANGE AND RELEASE AGREEMENT

                                  BY AND AMONG

                          DELPHI FINANCIAL GROUP, INC.,

                            UNICOVER MANAGERS, INC.,

                          UNICOVER INTERMEDIARIES, LLC,

                        UNICOVER MANAGEMENT PARTNERS, LLC

                                       AND

                             THE BUYERS NAMED HEREIN

                                   DATED AS OF

                                 APRIL 30, 1999
<PAGE>   2
                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                          MERGER, EXCHANGE AND RELEASE

1.1     Merger and Exchange....................................................2
1.2     Extinguishment.........................................................3
1.3     Mutual Release.........................................................3
1.4     Merger Provisions......................................................4
                                                                           
                                   ARTICLE II                              
                                                                           
                    REPRESENTATIONS AND WARRANTIES OF DELPHI               
                                                                           
2.1     Title to Ownership Interests...........................................6
2.2     Authority Relative to this Agreement...................................6
2.3     Organizational Documents...............................................7
2.4     Cash Out-Flows.........................................................7
2.5     Dividends; Distributions...............................................7
2.6     Absence of Changes or Events...........................................8
2.7     Labor Matters..........................................................8
2.8     Tax Sharing............................................................8
2.9     ERISA..................................................................8
2.10    Insurance..............................................................9
                                                                           
                                   ARTICLE III                             
                                                                           
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANIES           
                                                                           
3.1     Authority Relative to this Agreement...................................9
3.2     Dividends; Distributions...............................................9
                                                                           
                                   ARTICLE IV                              
                                                                           
                   REPRESENTATIONS AND WARRANTIES OF PARTNERS              
                                                                           
4.1     Authority Relative to this Agreement..................................10


                                       -i-
<PAGE>   3
                                                                            Page
                                                                           
                                    ARTICLE V
                                                                           
                  REPRESENTATIONS AND WARRANTIES OF THE BUYERS
                                                                           
5.1     Authority Relative to this Agreement..................................11
5.2     Securities Matters....................................................11
5.3     Acknowledgment of General Disclaimer..................................12
5.4     Tax Matters...........................................................12
5.5     Newco.................................................................12
                                                                           
                                   ARTICLE VI                              
                                                                           
                            COVENANTS AND AGREEMENTS                       
                                                                           
6.1     Publicity.............................................................13
6.2     Nondisclosure of Confidential Information.............................13
6.3     Books and Records.....................................................15
6.4     Resignation of Directors..............................................15
6.5     Fees and Expenses.....................................................15
6.6     Tax Matters...........................................................16
6.7     Employees and Employee Benefits.......................................19
6.8     No Dividends or Distributions.........................................21
6.9     No Asset Distributions................................................21
                                                                           
                                   ARTICLE VII                             
                                                                           
                              CONDITIONS TO CLOSING                        
                                                                           
7.1     Closing...............................................................21
7.2     Conditions to Each Party's Obligations................................21
7.3     Conditions to Obligations of the Buyers...............................22
7.4     Conditions to Obligations of Delphi...................................23
                                                                           
                                  ARTICLE VIII                             
                                                                           
                                  MISCELLANEOUS                            
                                                                           
8.1     Survival of Covenants, Agreements, Representations and             
          Warranties..........................................................24
8.2     Notices...............................................................24
8.3     Counterparts..........................................................27
8.4     Interpretation........................................................27


                                      -ii-
<PAGE>   4
8.5     Amendment.............................................................27
8.6     Assignment............................................................27
8.7     No Third Party Beneficiaries..........................................27
8.8     Governing Law.........................................................27
8.9     Entire Agreement......................................................27
8.10    Validity..............................................................27
8.11    Severability..........................................................28
                                                                       

                                      -iii-
<PAGE>   5
                                    SCHEDULES

SCHEDULE 2.4 - Cash Out-flows

SCHEDULE 2.5 - Dividends, Etc.


                                    EXHIBITS

EXHIBIT A      -  Buyer's Percentage Table
EXHIBIT B      -  Purchase Price Allocation
EXHIBIT C      -  Form of Opinion of Cahill Gordon & Reindel 
EXHIBIT D      -  Form of Opinion of General Counsel of Delphi Financial
                     Group, Inc.
EXHIBIT E      -  Form of Opinion of Robinson Silverman Pearce Aronsohn &
                     Berman LLP


                                      -iv-
<PAGE>   6
                     MERGER, EXCHANGE AND RELEASE AGREEMENT


            MERGER, EXCHANGE AND RELEASE AGREEMENT, dated as of April 30, 1999
(this "Agreement"), by and among Delphi Financial Group, Inc., a Delaware
corporation ("Delphi"), Unicover Managers, Inc., a New Jersey corporation
("Unicover"), Unicover Intermediaries, LLC, a New Jersey limited liability
company ("Intermediaries") (Unicover and Intermediaries, collectively, the
"Companies" and each a "Company"), Unicover Management Partners, LLC, a New
Jersey limited liability company ("Partners"), and Kenneth C. Griebell, John E.
Pallat, Joseph P. Wojtowicz and Robert J. Wojtowicz (each, both in their
individual capacity and, where applicable, as an employee of the Companies, a
"Buyer", and, collectively, the "Buyers").


                              W I T N E S S E T H :

            WHEREAS, the parties entered into a certain Stock Purchase
Agreement, dated as of October 1, 1998, by and among Delphi, the Companies and
the Shareholders named therein (the "1998 Stock Purchase Agreement") whereby (i)
Delphi acquired all of the issued and outstanding shares of capital stock and
membership interests of the Companies (the "Ownership Interests") and the Buyers
received rights to contingent payments as set forth in Section 1.2(b) of the
1998 Stock Purchase Agreement (the "Additional Consideration") and (ii) in
connection therewith, Partners issued to Delphi a promissory note in the
principal amount of $3,052,729 (plus interest pursuant to the terms thereof)
(the "Note") and Delphi agreed to issue to certain members of Partners, upon the
written request of Partners, non-qualified stock options to purchase an
aggregate of 100,000 shares of Delphi Common Stock pursuant to the terms of the
side letter dated as of October 1, 1998, by and between Delphi and Partners (the
"Right to Options");

            WHEREAS, the parties desire (a) to merge Unicover with and into a
newly-formed entity wholly-owned by the Buyers ("Newco") and (b) to have Delphi
transfer the ownership interests of Intermediaries (the "Intermediaries
Ownership Inter-
<PAGE>   7
                                       -2-


ests") and cash, all in exchange for (x) the rights to receive Additional
Consideration, (y) prepayment of the Note and (z) the Right to Options;

            WHEREAS, the parties desire to release each other and certain other
parties from all claims, causes of action and obligations (including
representations, warranties and covenants) arising out of or resulting from the
1998 Stock Purchase Agreement; the Option Agreements (as defined in the 1998
Stock Purchase Agreement); the side letters dated as of October 1, 1998, by and
between Delphi and each of (i) John E. Pallat, (ii) John E. Pallat, Thomas J.
Dunn ("Dunn") and Kenneth C. Griebell; and (iii) Partners (collectively, the
"Side Letters"); the Employment Agreements, dated as of October 1, 1998, by and
among Delphi, the Companies and each of (i) John E. Pallat, (ii) Kenneth C.
Griebell and (iii) Dunn (collectively, the "Employment Agreements"); and the
Non-Competition Agreements, dated as of October 1, 1998, by and among Delphi,
the Companies and each of (i) John E. Pallat, (ii) Robert J. Wojtowicz, (iii)
Joseph P. Wojtowicz, (iv) Kenneth C. Griebell, (v) Dunn, and (vi) Joseph F.
Munson ("Munson") (the "Non-Competition Agreements," and collectively with the
1998 Stock Purchase Agreement, the Option Agreements, and the Side Letters and
the Employment Agreements, the "1998 Transaction Documents");

            WHEREAS, capitalized terms used and not defined in this Agreement
shall have the meanings set forth in the 1998 Stock Purchase Agreement;

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto, intending to be
legally bound, agree as follows:

                                    ARTICLE I

                          MERGER, EXCHANGE AND RELEASE

            1.1 Merger and Exchange. On the basis of the representations and
warranties set forth in Articles II, III, IV and V of this Agreement and subject
to the terms and conditions of this Agreement, the parties agree that (a) at the
Effective Time (as defined in Section 1.4(d)), Unicover shall be merged with and
into Newco as provided herein (the "Merger"), and (b) at the Closing (as defined
in Section 7.1), Delphi will 
<PAGE>   8
                                      -3-


(i) transfer to the Buyers the Intermediaries Ownership Interests, (ii) assign
to the Buyers Delphi's rights under the Option Agreements (extended as provided
in Section 7.4(f)), (iii) pay to each Buyer, severally according to such Buyer's
Percentage, an amount in cash equal to an aggregate of $17,588,552 and (iv)
waive its right to one-half of the accrued interest on the Note
($44,646.16)(collectively, the "Transfer"). In exchange for the foregoing, at
the Closing, (i) Partners will prepay the Note (in an amount equal to $3,052,729
of principal and $44,646.16 of accrued interest (representing one-half of the
accrued interest thereon), for a total of $3,097,375.16) and shall have no
further obligation thereunder, and (ii) the Buyers and Partners will relinquish
their respective rights to receive Additional Consideration and the Right to
Options (the "Exchange" and, together with the Merger and the Transfer, the
"Transaction"). "Buyer's Percentage" means, for each Buyer, the percentage set
forth under the column opposite such Buyer's name on Exhibit A hereto.

            1.2 Extinguishment. Effective on Closing, all obligations of the
parties (including representations, warranties and covenants) contained in,
arising from or resulting under the 1998 Transaction Documents (whether due or
to become due) shall be extinguished and deemed expired and the respective
parties thereto shall have no further obligation to or rights against each other
thereunder (the "Extinguishment").

            1.3 Mutual Release. Without limiting the generality of the
foregoing,

            (a) Release. Delphi, the Companies, Partners, Newco, the Buyers,
      Dunn and Munson for the consideration set forth in this Agreement, on
      behalf of themselves and their attorneys, agents, directors, officers,
      employees, parent company(ies), affiliates, subsidiaries, predecessors,
      successors, heirs, assigns, and all others claiming by or through any of
      the foregoing (such persons collectively referred to as "related persons
      and entities"), hereby release, acquit, and forever discharge each other
      and their respective related persons and entities from any and all claims,
      debts, demands, obligations (including representations, warranties and
      covenants), damages, liabilities, benefits, costs, and causes of action,
      of whatever kind or character, known or unknown, past, present, 
<PAGE>   9
                                      -4-


      or future, that they have, had, or may have against each other and their
      related persons and entities on account of, or in any way growing out of
      or relating to, set forth in, embraced in or arising under the 1998
      Transaction Documents or the transactions contemplated thereby (the
      "Mutual Release"); provided that the Companies reserve their rights
      against Dunn and Munson under the Non-Competition Agreements. Each of the
      parties acknowledges that the Mutual Release shall remain in full force
      and effect (including without limitation as between Delphi and Newco and
      between Delphi and Intermediaries) after giving effect to the Transaction.

            (b) Not Applicable to this Agreement. The Mutual Release shall not
      apply to any claim for breach of this Agreement, and each of the parties
      retains the right to bring suit to enforce this Agreement or for damages
      arising from any breach thereof.

            (c) No Admission of Liability. The parties to this Agreement
      acknowledge and agree that neither entry into the Mutual Release nor the
      payment of any consideration in or pursuant to this Agreement shall
      constitute or be construed as an admission of liability by any party to
      any person or entity.

            (d) Advice of Counsel. This Agreement is made and executed by or on
      behalf of each of the parties hereto with the advice of counsel, and no
      party has been coerced or induced to enter into the Mutual Release by any
      improper action of any other party hereto.

            1.4 Merger Provisions.

            (a) Formation of Newco. The Buyers shall form Newco as a New Jersey
limited liability company to facilitate the Merger and the transactions
contemplated hereby. Prior to the Merger, Newco will conduct no business or
activity other than in connection with the Merger. The Buyers will cause Newco
to execute and deliver a joinder to this Agreement and will execute a written
consent as the sole owners of Newco approving 
<PAGE>   10
                                      -5-


the execution, delivery and performance of this Agreement by Newco.

            (b) Newco as Survivor. Upon the Merger, the legal existence of Newco
with all its purposes, powers and objects, shall continue unaffected and
unimpaired by the Merger, and the corporate identity and existence, with all the
purposes, powers and objects, of Unicover shall be merged with and into Newco
and Newco as the company surviving the Merger (hereinafter sometimes called the
"Survivor") shall initially continue its existence under the laws of New Jersey.

            (c) Filing. As soon as practicable after fulfillment or waiver of
the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4, the parties hereto
will cause to be filed with the office of the Secretary of State of New Jersey,
a certificate of merger (the "Certificate of Merger"), in such form as required
by, and executed in accordance with, the relevant provisions of applicable law.

            (d) Effective Time. The Merger shall be effective at the time that
the filing of the Certificate of Merger, or at such later time specified in such
Certificate of Merger, which time is herein sometimes referred to as the
"Effective Time" and the date thereof is herein sometimes referred to as the
"Effective Date."

            (e) Effect of the Merger. The effects and consequences of the Merger
shall be as set forth in the relevant sections of the New Jersey Business
Corporation Act and the New Jersey Limited Liability Company Act. Without
limiting the generality of the foregoing, on and after the Effective Time, the
Survivor shall possess all the rights, privileges, immunities, powers, and
purposes of each of Newco and Unicover; all the property, real and personal,
including subscriptions to shares, causes of action and every other asset
(including books and records) of Newco and Unicover shall vest in the Survivor
without further act or deed; and the Survivor shall assume and be liable for all
the liabilities, obligations and penalties of Newco and Unicover.
<PAGE>   11
                                      -6-


                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF DELPHI

            Delphi hereby represents and warrants as follows:

            2.1 Title to Ownership Interests. Delphi is the true and lawful
owner, of record and beneficially, of the Ownership Interests. At the Closing,
Delphi will validly transfer the Ownership Interests free and clear of any
liens, security interests, pledges, assessments, charges, adverse claims,
leases, licenses, restrictions and other encumbrances ("Liens"), other than any
Liens on the Ownership Interests existing immediately prior to the transfer of
the Ownership Interests to Delphi pursuant to the 1998 Stock Purchase Agreement.
Other than the rights and obligations arising under this Agreement, none of such
Ownership Interests are subject to any rights of any other person to acquire the
same arising at or after the closing pursuant to the 1998 Stock Purchase
Agreement. None of the Ownership Interests are subject to any restrictions on
transfer thereof created by Delphi, except for such restrictions as may be
imposed by applicable federal and state securities laws.

            Assuming the accuracy of the representations in Section 3.3 of the
1998 Stock Purchase Agreement at the time they were made, the Ownership
Interests represent 100% of all of the outstanding capital stock and membership
interests of the Companies, and there are no agreements or understandings, oral
or written, to which Delphi is a party which (a) grant an option or right to
acquire any equitable interest in either Company, (b) grant a right of first
refusal or other such similar right upon the sale of any of the Ownership
Interests or any other equitable interest in either Company, or (c) restricts or
affects the voting rights of any of the Ownership Interests.

            2.2 Authority Relative to this Agreement. Delphi has full power and
authority to enter into this Agreement and the transactions contemplated hereby
and to perform its obligations hereunder. This Agreement has been duly executed
and delivered by Delphi; and this Agreement constitutes, assuming the 
<PAGE>   12
                                      -7-


due authorization, execution and delivery thereof by each of the other parties
to this Agreement, the legal, valid and binding obligation of Delphi,
enforceable against Delphi in accordance with its terms, except (i) as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other similar laws affecting the
enforcement of creditors' rights generally, and (ii) as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity). The execution and delivery of
this Agreement by Delphi and performance of its obligations hereunder will not
conflict with or result in a breach, default (or an event which, with notice or
lapse of time or both, would constitute a default) or violation of any of the
terms, provisions or conditions of any agreement, document or instrument, or any
judgment, decree, court order, statute, regulation, ordinance or law to which
Delphi is subject. No permit, authorization, consent or approval of, or filing
with or notification to, any court or public body or authority or expiration of
any governmentally imposed waiting period, and no authorization, consent, or
approval of, or release by, any other third party, is necessary for the
execution and delivery of this Agreement and the consummation by Delphi of
actions contemplated by this Agreement and the performance of its obligations
hereunder.

            2.3 Organizational Documents. Delphi has not caused or permitted any
amendment or other modification to the charter or by-laws of Unicover or the
operating agreement of Intermediaries since the Closing Date (as such term is
defined in the 1998 Stock Purchase Agreement).

            2.4 Cash Out-Flows. Since the Closing Date (as such term is defined
in the 1998 Stock Purchase Agreement), the amounts set forth on Schedule 2.4
hereto are the amounts paid by Delphi in respect of taxes owed by the Company
for the periods indicated.

            2.5 Dividends; Distributions. Delphi has not caused or permitted
either of the Companies to declare, set aside or pay any dividends or other
distributions in respect of its capital stock or ownership interests, or make
any other pay-
<PAGE>   13
                                      -8-


ments in respect of taxes, to Delphi or any affiliate of Delphi except as set
forth on Schedule 2.5 hereto. Delphi has not caused or expressly permitted
either of the Companies to sell, transfer or otherwise distribute any other
significant assets, including without limitation, trademarks, service marks,
trade names and logos, to Delphi or any affiliate of Delphi, nor without the
consent of John Pallat to any third party, since the Closing Date (as defined in
the 1998 Stock Purchase Agreement).

            2.6 Absence of Changes or Events. Except as may have been approved
by John Pallat as President of Unicover, Delphi has not, since the Closing Date
(as defined in the 1998 Stock Purchase Agreement), (a) caused or expressly
permitted either of the Companies to incur any indebtedness for borrowed money,
or assume, guarantee or otherwise be responsible for the obligations of any
other individual, firm or corporation, or made any loans or advances to any
other individual, firm or corporation or (b) caused any reevaluation by either
of the Companies of any of their assets including, without limitation, writing
off notes or accounts receivable.

            2.7 Labor Matters. Delphi is in compliance with all applicable
provisions of ERISA, the Internal Revenue Code and other applicable laws
pertaining to the employee benefit plans maintained by it with respect to the
employees of the Companies, except where the failure to comply would not,
individually and in the aggregate, have a material adverse effect.

            2.8 Tax Sharing. Delphi has not, since the Closing Date (as defined
in the 1998 Stock Purchase Agreement), caused or expressly permitted either of
the Companies to enter into any tax sharing agreement.

            2.9 ERISA. No tax or penalty is or will be payable by either of the
Companies as a result of any conduct by Delphi or any trustee, administrator,
other fiduciary or any other "party-in-interest" or "disqualified person" with
respect to the employee benefit plans maintained by Delphi covering the
Companies' employees during the period that Delphi owned the Companies.
<PAGE>   14
                                      -9-


            2.10 Insurance. Delphi has provided to the Buyers a true and correct
copy of Delphi's insurance company professional liability insurance policy.

                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANIES

            Each of the Companies, jointly and severally, represents and
warrants as follows:

            3.1 Authority Relative to this Agreement. Each Company has full
power and authority to enter into this Agreement and the transactions
contemplated hereby and to perform its obligations hereunder. This Agreement has
been duly executed and delivered by such Company; and this Agreement
constitutes, assuming the due authorization, execution and delivery thereof by
each of the other parties to this Agreement, the legal, valid and binding
obligation of such Company, enforceable against such Company in accordance with
its terms, except (i) as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, or other similar
laws affecting the enforcement of creditors' rights generally, and (ii) as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding at law or in equity).

            3.2 Dividends; Distributions. Neither of the Companies have
declared, set aside or paid any dividends or other distributions in respect of
its capital stock or ownership interests, or made any other payments in respect
of taxes, to Delphi or any affiliate of Delphi except as set forth on Schedule
2.5. Neither of the Companies has sold, transferred or otherwise distributed any
other significant assets, including without limitation, trademarks, service
marks, trade names and logos, to Delphi or any affiliate of Delphi since the
Closing Date (as defined in the 1998 Stock Purchase Agreement).
<PAGE>   15
                                      -10-


                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF PARTNERS

            Partners represents and warrants that:

            4.1 Authority Relative to this Agreement. Partners has full power
and authority to enter into this Agreement and the transactions contemplated
hereby and to perform its obligations hereunder. This Agreement has been duly
executed and delivered by Partners; and this Agreement constitutes, assuming the
due authorization, execution and delivery thereof by each of the other parties
to this Agreement, the legal, valid and binding obligation of Partners,
enforceable against Partners in accordance with its terms, except (i) as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other similar laws affecting the
enforcement of creditors' rights generally, and (ii) as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity). The execution and delivery of
this Agreement by Partners and performance of its obligations hereunder will not
conflict with or result in a breach, default (or an event which, with notice or
lapse of time or both, would constitute a default) or violation of any of the
terms, provisions or conditions of any agreement, document or instrument, or any
judgment, decree, court order, statute, regulation, ordinance or law to which
Partners is subject. No permit, authorization, consent or approval of, or filing
with or notification to, any court or public body or authority or expiration of
any governmentally imposed waiting period, and no authorization, consent, or
approval of, or release by, any other third party, is necessary for the
execution and delivery of this Agreement and the consummation by Partners of the
actions contemplated by this Agreement and the performance of its obligations
hereunder.
<PAGE>   16
                                      -11-


                                    ARTICLE V

                  REPRESENTATIONS AND WARRANTIES OF THE BUYERS

            Each of the Buyers, severally, represents and warrants that:

            5.1 Authority Relative to this Agreement. Such Buyer has full power
and authority to enter into this Agreement and the transactions contemplated
hereby and to perform his obligations hereunder. This Agreement has been duly
executed and delivered by such Buyer; and this Agreement constitutes, assuming
the due authorization, execution and delivery thereof by each of the other
parties to this Agreement, the legal, valid and binding obligation of such
Buyer, enforceable against such Buyer in accordance with its terms, except (i)
as enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other similar laws affecting the
enforcement of creditors' rights generally, and (ii) as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity). The execution and delivery of
this Agreement by such Buyer and performance of his obligations hereunder will
not conflict with or result in a breach, default (or an event which, with notice
or lapse of time or both, would constitute a default) or violation of any of the
terms, provisions or conditions of any agreement, document or instrument, or any
judgment, decree, court order, statute, regulation, ordinance or law to which
such Buyer is subject. No permit, authorization, consent or approval of, or
filing with or notification to, any court or public body or authority or
expiration of any governmentally imposed waiting period, and no authorization,
consent, or approval of, or release by, any other third party, is necessary for
the execution and delivery of this Agreement and the consummation by such Buyer
of the actions contemplated by this Agreement and the performance of his
respective obligations hereunder.

            5.2 Securities Matters. Such Buyer is acquiring his portion of the
Ownership Interests solely for investment purposes, for his own account and not
with a present view towards 
<PAGE>   17
                                      -12-


any distribution that would violate the Securities Act or applicable state
securities laws of any state; such Buyer understands that his portion of the
Ownership Interests has not been registered under the Securities Act or the
securities laws of any state and must be held indefinitely unless subsequently
registered under the Securities Act and applicable state securities laws or
unless an exemption from such registration becomes or is available. Such Buyer
acknowledges that he can bear the economic risk of his purchase of the Ownership
Interests and has such knowledge and experience in financial and business
matters that he is capable of evaluating such purchase. Such Buyer has made his
own independent examination, investigation, analysis and evaluation of the
Companies.

            5.3 ACKNOWLEDGMENT OF GENERAL DISCLAIMER. EACH OF THE BUYERS AND
PARTNERS ACKNOWLEDGES THAT DELPHI MAKES NO REPRESENTATIONS REGARDING THE
BUSINESS, FINANCIAL OR OTHER CONDITION, PAST OR FUTURE FINANCIAL OR OTHER
PERFORMANCE OR PROSPECTS OF THE COMPANIES AND THAT THE BUYERS AND NEWCO ARE
ACQUIRING THE ASSETS, LIABILITIES, BUSINESS AND OTHER OPERATIONS OF THE
COMPANIES "AS IS" AND "WHERE IS."

            5.4 Tax Matters.

            (a) From its inception through the Closing (as defined by the 1998
Stock Purchase Agreement), Unicover qualified as an "S Corporation," as defined
in Section 1361 of the Code, and was taxable as an S Corporation for federal,
state, local and applicable foreign income tax purposes.

            (b) From its inception through the Closing (as defined by the 1998
Stock Purchase Agreement), Intermediaries was taxable as a partnership for
federal, state, local and applicable foreign income tax purposes.

            5.5 Newco. At the Closing, Newco will be a duly formed limited
liability company wholly owned by the Buyers which is in good standing in the
State of New Jersey and will be deemed to make all the representations and
warranties in Sections 5.1 through 5.3 as if the term "Buyer" or "Buyers"
re-
<PAGE>   18
                                      -13-


ferred to Newco. No member of Newco will own, of record or beneficially, 50% or
more of the membership interests of Newco.

                                   ARTICLE VI

                            COVENANTS AND AGREEMENTS

            6.1 Publicity. Each of the Companies, the Buyers, Partners and
Delphi on behalf of themselves and their respective subsidiaries, directors or
officers covenant that they shall not issue any press release or make any other
statement that contains or might reasonably be deemed to imply any disparaging
remarks concerning another party or make statements that present another party
in a negative context with respect to the transactions contemplated hereby and
the transactions arising from the 1998 Stock Purchase Agreement or any other
1998 Transaction Document; provided, however, that nothing herein will prohibit
any party from making any statement to the extent that such party reasonably
determines upon advice from counsel that such statement is required by law, and
further provided, that in such event where a public release or announcement is
contemplated, the party making such determination will use all commercially
reasonable efforts to allow the other party reasonable time to comment on such
release or announcement in advance of its issuance. Subject to the parties'
respective legal obligations, the parties agree that they shall exercise
commercially reasonable efforts to cause any press release related to the
Transaction to be mutually agreed upon in advance.

            6.2 Nondisclosure of Confidential Information.

            (a) Delphi. Delphi recognizes and acknowledges that it has had in
the past and currently has access to confidential information concerning the
business and affairs of the Companies ("Unicover Confidential Information").
Delphi agrees that neither it, nor any of its subsidiaries, directors, officers
or employees, will disclose to any person, firm, corporation, association or
other entity or otherwise make use of any such Unicover Confidential Information
for a purpose competitive with the business of the Companies, except for
disclosure to 
<PAGE>   19
                                      -14-


authorized representatives of the Companies, or any of their successors or
affiliates, unless (i) Delphi can show that such Unicover Confidential
Information has become known or available to the public generally through no
fault of Delphi, (ii) disclosure is required by law or the order of any
governmental authority, (iii) disclosure is required to be made by the
disclosing party to any federal, state, local or foreign governmental tax
authority or (iv) the disclosing party reasonably believes, based on the advice
of counsel, that such disclosure is required in connection with the defense of a
lawsuit against the disclosing party, provided that, prior to disclosing any
information, Delphi shall give prior written notice thereof to the Companies and
provide the Companies with the opportunity to contest such disclosure and shall
cooperate with efforts to prevent such disclosure. In the event of a breach or
threatened breach by Delphi of the provisions of this Section 6.2(a), the
affected Company shall be entitled to an injunction restraining Delphi from
disclosing, in whole or in part, such confidential information. Nothing herein
shall be construed as prohibiting the affected Company from pursuing any other
available remedy for such breach or threatened breach, including the recovery of
damages.

            (b) Buyers. Each Buyer recognizes and acknowledges that he has had
in the past and currently has access to confidential information concerning the
business and affairs of Delphi and its subsidiaries (other than the Companies)
("Delphi Confidential Information"). Each Buyer agrees that neither he, nor any
of his representatives, will disclose to any person, firm, corporation,
association or other entity or otherwise make use of any such Delphi
Confidential Information for a purpose competitive with the business of Delphi
and its subsidiaries, except to authorized representatives of Delphi and its
subsidiaries, or any of their successors or affiliates, unless (i) the Buyer can
show that such Delphi Confidential Information has become known or available to
the public generally through no fault of the Buyers, (ii) disclosure is required
by law or the order of any governmental authority, (iii) disclosure is required
to be made by the disclosing party to any federal, state, local or foreign
governmental tax authority or 
<PAGE>   20
                                      -15-


(iv) the disclosing party reasonably believes, based on the advice of counsel,
that such disclosure is required in connection with the defense of a lawsuit
against the disclosing party, provided that, prior to disclosing any
information, the Buyer shall give prior written notice thereof to Delphi and
provide Delphi with the opportunity to contest such disclosure and shall
cooperate with efforts to prevent such disclosure. In the event of a breach or
threatened breach by the Buyers of the provisions of this Section 6.2(b), Delphi
shall be entitled to an injunction restraining the Buyers from disclosing, in
whole or in part, such confidential information. Nothing herein shall be
construed as prohibiting Delphi from pursuing any other available remedy for
such breach or threatened breach, including the recovery of damages.

            6.3 Books and Records. Delphi shall return to the Companies all
corporate and organizational records of the Companies held by Delphi. Each of
Delphi and the Companies covenants and agrees to provide the other with access
to their respective corporate records relating to the other, as such party may
reasonably request. The party receiving such access shall be subject to the
obligations of Section 6.2(a) or (b), as applicable, with respect to the
information received pursuant to any such request.

            6.4 Resignation of Directors. At the Closing, Delphi shall deliver
to the Buyers the resignations of Robert Rosenkranz and Robert M. Smith, Jr. as
directors of Unicover, effective at the Closing. Delphi represents and warrants
to the Buyers that there are no other Delphi employees or affiliates serving as
directors or officers of Unicover and that it is the sole manager of
Intermediaries.

            6.5 Fees and Expenses. Whether or not the transactions contemplated
hereby are consummated, the Companies, the Buyers, Partners and Delphi shall
bear their respective expenses incurred in connection with the transactions
contemplated hereby, including, without limitation, the preparation, execution
and performance of this Agreement and the transactions contemplated hereby, and
all fees and expenses of agents, representatives, counsel and accountants;
provided, that Delphi 
<PAGE>   21
                                      -16-


agrees to pay one half of the fees and expenses of New Jersey counsel to the
Buyers, in an amount not to exceed $1,500.

            6.6 Tax Matters.

            (a) Treatment of the Merger as an Asset Sale. Delphi, the Buyers,
Partners and Newco agree to treat the Merger for all federal, state, local and
applicable foreign tax purposes as a sale of all of Unicover's assets to Newco
followed by a liquidation of Unicover into Delphi. All corporate income taxes
imposed with respect to such asset sale shall be borne by Delphi. Delphi shall
be entitled to the benefit of any federal income tax refund arising in
connection with such asset sale. The Buyers, Partners and Newco shall be
entitled to the benefit of any state, local or foreign income tax refund of
Unicover arising in connection with such asset sale.

            (b) Purchase Price Allocation. Delphi, the Buyers, Partners and
Newco agree to allocate the consideration exchanged in the Transaction as
provided in Exhibit B. The Buyers shall prepare and deliver such allocation to
Delphi no later than December 31, 1999. Unless otherwise required by law no
party shall take any position inconsistent with the foregoing allocation on any
Tax Return (including, without limitation IRS Form 8594 or any comparable state,
local or foreign form) or for any other Tax purpose.

            (c) Mutual Cooperation. Delphi, the Buyers, Partners and Newco will
provide each other with such assistance as may reasonably be requested by any of
them in connection with the preparation of any Tax Return or amendment thereto
(including, without limitation, any refund claim), any audit or other
examination by any taxing authority or any judicial or administrative proceeding
relating to Taxes.

            (d) Tax Covenant. As promptly as practicable after the Closing Date,
Delphi, the Buyers and the other Shareholders (as defined in the 1998 Stock
Purchase Agreement) shall make a Section 338(h)(10) election (and any comparable
state, local and foreign elections) with respect to the prior sale of the common
stock of Unicover to Delphi (under the 1998 Stock Pur-
<PAGE>   22
                                      -17-


chase Agreement) by jointly filing an IRS Form 8023 (and any comparable state,
local or foreign forms). The foregoing forms shall be prepared in accordance
with a purchase price allocation prepared by Delphi in a manner consistent with
Section 6.9(a) of the 1998 Stock Purchase Agreement and shall reflect the
consideration paid by Delphi under this Agreement (including, without
limitation, the cash, the value of the Unicover assets and the value of the
membership interests of Intermediaries (each as determined in accordance with
Exhibit B hereto) and the state and local Unicover income tax refunds described
in Sections 6.6(a) and (e) hereof) and under the 1998 Stock Purchase Agreement.
Unless otherwise required by law, Delphi, the Buyers and the other Shareholders
shall not, and the Buyers and the other Shareholders shall not cause or permit
the Companies to, take any position on any Tax Return or for any Tax purpose
that is inconsistent with (i) the foregoing Section 338(h)(10) election (or
comparable state, local or foreign elections) or (ii) the Section 754 election
(and any comparable state, local and foreign elections) to be made by
Intermediaries as provided in Section 6.6(g) hereof.

            (e) Preparation and Filing of Final Unicover Tax Returns. Delphi
shall (i) include Unicover, for the periods that Unicover was owned by Delphi
(i.e., from the Closing (as defined in the 1998 Stock Purchase Agreement)
through the Closing Date) in Delphi's 1998 and 1999 federal consolidated income
tax returns, (ii) include the taxable income of Unicover for such periods in the
respective Delphi federal consolidated income tax returns, (iii) pay any federal
income taxes imposed on Unicover for such periods, and (iv) be entitled to the
benefit of any Unicover federal income tax loss, deduction, credit, carryback
(to taxable periods of the Delphi consolidated group) or refund in respect of
such periods. Notwithstanding anything to the contrary in this Agreement, the
Buyers, Partners and Newco shall not be liable for the payment of any federal
consolidated income tax liabilities of the affiliated group of which Delphi is
the common parent. The Buyers shall cause Newco or its designee to prepare and
file Unicover's state and local income tax returns with respect to Unicover's
taxable periods ended December 31, 1998 (the "Short Period 1998 Return") and
ending on the 
<PAGE>   23
                                      -18-


Closing Date (the "Short Period 1999 Return"), which returns shall be delivered
to Delphi (for Delphi's review) at least 20 business days (as the same may be
extended) before the due date for filing such returns and shall not be filed
without prior written consent of Delphi (not to be unreasonably withheld or
delayed). Newco shall be solely responsible for, and the Buyers shall cause
Newco to pay, any state and local income tax attributable to the Unicover tax
period covered by the Short Period 1998 Return and the Short Period 1999 Return,
and, as provided in Section 6.6(a), Newco shall be entitled to the benefit of
any Unicover state or local income tax refunds in respect of such periods. The
Buyers shall control any such state and local refund claims (and shall bear the
cost thereof). Any such state and local refunds received by Delphi shall be
promptly paid to the Buyers.

            (f) Treatment of Intermediaries. For the periods that Delphi owned
Intermediaries (i.e., from the Closing (as defined in the 1998 Stock Purchase
Agreement) through the Closing Date), Delphi shall treat Intermediaries as a
"branch" of Delphi for federal, state and local income taxes purposes, shall
include the taxable income of Intermediaries for such periods in Delphi's
corporate income tax returns, shall be solely liable for the federal, state and
local income taxes with respect to such income and shall be entitled to the
benefit of any tax loss, deduction, credit, carryback (to taxable periods during
which Intermediaries was owned by Delphi) or refund with respect to such periods
of Intermediaries. The Buyers and the other Shareholders shall be responsible
for all federal, state, local and foreign taxes (including interest, penalties,
and other additions to tax) attributable to Intermediaries for all taxable
periods prior to Delphi's acquisition of Intermediaries and shall be entitled to
all federal, state, local and foreign tax refunds for such taxable periods.

            (g) Section 754 Election. Intermediaries will make a timely election
under Section 754 of the Code (and any comparable election available under
state, local and foreign law) with respect to Delphi's acquisition of the
Ownership Interests of Intermediaries and will not revoke such elections. Any
al-
<PAGE>   24
                                      -19-


location required to be made pursuant to Section 755 of the Code (or comparable
state, local or foreign law) in connection with such election(s) shall be made
as determined by Delphi.

            (h) Taxes for Taxable Periods Prior to Delphi's Acquisition of
Unicover. Notwithstanding anything to the contrary in this Agreement or the 1998
Stock Purchase Agreement, the Buyers and the other Shareholders shall be solely
responsible for all federal, state, local and foreign taxes (including all
related interest, penalties and other additions to tax) imposed on Unicover, the
Buyers or the other Shareholders with respect to all taxable periods of Unicover
prior to Delphi's acquisition of Unicover (including, without limitation, all
corporate income taxes imposed on Unicover, and all income taxes imposed on the
Buyers or the other Shareholders, in connection with the Section 338(h)(10)
election (and comparable state, local and foreign elections) described in
Section 6.6(d)). The Buyers and the other Shareholders shall be entitled to the
benefit of any federal income tax deductions attributable to the taxes described
in the preceding sentence.

            6.7 Employees and Employee Benefits.

            (a) Effective as of the Closing Date, employees of the Companies
(collectively, the "Company Employees") shall cease active participation in all
employee benefit plans, other than plans that are maintained by the Companies
solely for Company Employees.

            (b) Effective as of the Closing Date, Company Employees who are
participants in the Reliance Standard Life Insurance Company Retirement Savings
(401(k)) Plan ("Delphi's 401(k) Plan") shall cease to be eligible for any future
contributions to Delphi's 401(k) plan, shall have a fully vested and
nonforfeitable interest in their account balances thereunder, and shall be
entitled to a distribution of their account balances under Delphi's 401(k) Plan
in accordance with and to the extent permitted by Code Section 401(k)(10) and
other applicable provisions of the Code.
<PAGE>   25
                                      -20-


            As soon as practical after the Closing Date and following (i)
delivery by the Buyers to Delphi of a favorable IRS determination letter
regarding the Companies' 401(k) plan or an opinion of counsel satisfactory to
Delphi, and (ii) delivery by Delphi to the Companies of a favorable IRS
determination letter regarding Delphi's 401(k) Plan or an opinion of counsel
satisfactory to the Companies, Delphi shall cause the trustee of Delphi's 401(k)
Plan to transfer all of the assets not theretofore withdrawn pursuant to the
preceding paragraph of this Section 6.7(b) and liabilities thereof attributable
to Company Employees who are employed by the Companies on the Closing Date to
the Companies' defined contribution plan.

            (c) Effective as of the Closing Date, the Buyers or the Companies
shall make available health and other group welfare plans as defined in Section
3(1) of ERISA (with no pre-existing condition limitations) for the benefit of
Company Employees and their dependents and beneficiaries covered by the
Companies' or Delphi's plans immediately prior to the Closing. Delphi shall
retain responsibility for all medical services incurred prior the Closing Date
and the Buyers and the Companies shall retain responsibility for claims incurred
on or after the Closing Date. For purposes of the preceding sentence, a claim
shall be deemed to have been incurred on the date on which medical or other
treatment or service was rendered and not the date of inception of the related
illness or injury or the date of submission of a claim related thereto.

            (d) The Buyers shall have sole responsibility for "continuation
coverage" obligations with respect to Company Employees and "qualified
beneficiaries" of such employees for whom a "qualifying event" has occurred,
whether prior to, in connection with, or after the Closing Date, provided that
Delphi agrees to provide a certificate of creditable coverage for all such
Company employees. The phrases "continuation coverage," "qualified
beneficiaries" and "qualifying event" shall have the meaning ascribed to them in
Section 4980B of the Code and Sections 601-608 of ERISA.

            (e) The parties hereto expressly acknowledge that Delphi shall not
be obligated to pay any unemployment, sever-
<PAGE>   26
                                      -21-


ance or termination benefits or any similar liabilities under the employee
benefit plans that are maintained solely for Company Employees to or in respect
of any Company Employee terminated for any reason on or after the Closing Date,
including without limitation any liability triggered under any employment
compensation or government-mandated benefits relating to the termination of any
Company Employee on or after the Closing Date, including without limitation
under the Workers Adjustment and Retraining Notification Act of 1988.

            6.8 No Dividends or Distributions. Each of Delphi and the Companies,
jointly and severally, hereby covenants and agrees with the Buyers that, during
the period from the date of the execution of this Agreement to the Closing,
neither of the Companies will declare, set aside or pay any dividend or other
distribution in respect of its capital stock or ownership interests to Delphi or
any affiliate of Delphi.

            6.9 No Asset Distributions. Each of Delphi and the Companies,
jointly and severally, hereby covenants and agrees with the Buyers that, during
the period from the date of the execution of this Agreement to the Closing Date,
neither of the Companies will sell, transfer or otherwise distribute any other
significant assets, including, without limitation, trademarks, service marks,
trade names and logos, to Delphi or any affiliate of Delphi or, without the
prior consent of John Pallat, to any third party.

                                   ARTICLE VII

                              CONDITIONS TO CLOSING

            7.1 Closing. A closing (the "Closing" and the date and time thereof
being the "Closing Date") will be held as soon as reasonably practicable after
the conditions set forth in Sections 7.2, 7.3 and 7.4 shall have been satisfied
or waived.

            7.2 Conditions to Each Party's Obligations. The respective
obligation of each party to consummate the transactions contemplated by this
Agreement is subject to the satis-
<PAGE>   27
                                      -22-


faction or waiver on or prior to the Closing Date of the following condition:

            (a) No Injunctions or Restraints. No material judgment, order,
      decree, statute, law, ordinance, rule or regulation entered, enacted,
      promulgated, enforced or issued by any court or other governmental entity
      of competent jurisdiction or other legal restraint or prohibition
      (collectively, "Restraints") shall be in effect preventing the
      consummation of the transaction contemplated hereby.

            7.3 Conditions to Obligations of the Buyers. The obligation of the
Buyers to consummate the transactions contemplated by this Agreement is further
subject to satisfaction or waiver of the following conditions:

            (a) Representations and Warranties. The representations and
      warranties of the Companies and Delphi set forth herein shall be true and
      correct in all respects as of the date of this Agreement and at and as of
      the Closing Date as if made at and as of such time.

            (b) Performance of Obligations of the Companies and Delphi. Each of
      the Companies and Delphi shall have performed all obligations required to
      be performed by them under this Agreement at or prior to the Closing Date.

            (c) Opinion of Counsel to Delphi. The Buyers shall have received an
      opinion from Cahill Gordon & Reindel, counsel to Delphi, dated the Closing
      Date, substantially to the effect set forth in Exhibit C hereto.

            (d) Opinion of General Counsel of Delphi. The Buyers shall have
      received an opinion from the General Counsel of Delphi, dated the Closing
      Date, substantially to the effect set forth in Exhibit D hereto.

            (e) Certificates. Each of the Companies and Delphi shall have
      delivered to the Buyers an officer's certificate, each in form and
      substance and determined on a basis satisfactory to the Buyers and their
      counsel, to the ef-
<PAGE>   28
                                      -23-


      fect of the matters stated in Section 7.3(a) and Section 7.3(b).

            (f) Ownership Interests and Note. At the Closing, Delphi shall
      deliver to the Buyers the stock certificate (the "Certificate")
      representing the Ownership Interests in Unicover and shall deliver to
      Partners the Note.

            7.4 Conditions to Obligations of Delphi. The obligation of Delphi to
consummate the transactions contemplated by this Agreement is further subject to
satisfaction or waiver of the following conditions:

            (a) Representations and Warranties. The representations and
      warranties of the Buyers, Partners and Newco set forth herein shall be
      true and correct in all respects as of the date of this Agreement and at
      and as of the Closing Date as if made at and as of such time.

            (b) Performance of Obligations of the Buyers, Partners and Newco.
      Each of the Buyers, Partners and Newco shall have performed all
      obligations required to be performed by each Buyer under this Agreement at
      or prior to the Closing Date.

            (c) Opinion of Buyers' Counsel. Delphi shall have received an
      opinion from Robinson Silverman Pearce Aronsohn & Berman LLP, counsel to
      the Buyers, substantially to the effect set forth in Exhibit E hereto.

            (d) Opinion of New Jersey Counsel. Delphi shall have received an
      opinion from New Jersey counsel to the Buyers substantially to the effect
      that upon the filing of the Certificate of Merger, the Merger shall be
      effective, with the effects described in the Agreement.

            (e) Certificates. Each of the Buyers, Partners and Newco shall have
      delivered to Delphi a certificate, each in form and substance and
      determined on a basis satisfactory to Delphi and its counsel, to the
      effect of the matters stated in Section 7.4(a) and Section 7.4(b).
<PAGE>   29
                                      -24-


            (f) Extension of Options. At the Closing, the Buyers shall deliver
      to Delphi a letter in form and substance satisfactory to Delphi extending
      the term of the options granted to Delphi in the Option Agreements until
      June 30, 1999, executed by all the respective parties thereto other than
      Delphi.

                                  ARTICLE VIII

                                  MISCELLANEOUS

            8.1 Survival of Covenants, Agreements, Representations and
Warranties. All covenants, agreements, representations and warranties made
hereunder or pursuant hereto or in connection with the transactions contemplated
hereby or contained herein shall survive the Closing Date and shall continue in
full force and effect thereafter according to their terms without limit as to
duration unless otherwise expressly provided therein.

            8.2 Notices.

            (a) Any notice or communication to any party hereto shall be duly
given if in writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), facsimile or overnight air
courier guaranteeing next day delivery, to such other party's address.

            If to Delphi:

                  Delphi Financial Group, Inc.
                  1105 North Market Street, Suite 1230
                  P.O. Box 8985
                  Wilmington, Delaware 19899

                  Facsimile No.:  (302) 427-7663
                  Attention:  President
<PAGE>   30
                                      -25-


                  with copies to:

                  Delphi Capital Management, Inc.
                  153 East 53rd Street
                  New York, NY  10022

                  Facsimile No.:  (212) 838-7598
                  Attention:  President

                  Cahill Gordon & Reindel
                  80 Pine Street
                  New York, New York  10005

                  Facsimile No.:  (212) 269-5420
                  Attention:  Geoffrey E. Liebmann, Esq.

            If to either of the Companies:

                  Unicover Managers, Inc.
                  901 Warrenville Road
                  Suite 115
                  Lisle, IL  60532

                  Facsimile No.:  (630) 663-1889
                  Attention:  President

                  with copies to:

                  Unicover Managers, Inc.
                  One Cragwood Road
                  South Plainfield, NJ  07080

                  Facsimile No.:  (908) 668-0805
                  Attention:  Chairman
<PAGE>   31
                                      -26-


            If to Partners:

                  Unicover Management Partners, LLC
                  901 Warrenville Road
                  Suite 115
                  Lisle, IL  60532

                  Facsimile No.:  (630) 663-1889
                  Attention:  Manager

            If to the Buyers:

                  John E. Pallat
                  37 Humbert Street
                  Princeton, NJ  08542

                  Robert J. Wojtowicz
                  13 Hill Hollow Road
                  Warren, NJ  07059

                  Joseph P. Wojtowicz
                  42 Vanderver Drive
                  Basking Ridge, NJ  07920

                  Kenneth C. Griebell
                  104 North Kenilworth Avenue
                  Oak Park, IL  60301

                  with a copy to:

                  Robinson Silverman Pearce Aronsohn & Berman LLP
                  1290 Avenue of the Americas
                  New York, New York  10104-0053

                  Facsimile No.:  (212) 541-4630
                  Attention:  Walter H. Curchack, Esq.

            (b) All notices and communications will be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, if mailed; when sent, if sent by
facsimile (with receipt confirmed); and the next business day after timely
deliv-
<PAGE>   32
                                      -27-


ery to the courier, if sent by overnight air courier guaranteeing next day
delivery postage pre-paid or billed to sender.

            8.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

            8.4 Interpretation. The headings of articles and sections herein are
for convenience of reference, do not constitute a part of this Agreement, and
shall not be deemed to limit or affect any of the provisions hereof.

            8.5 Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties affected thereby.

            8.6 Assignment. This Agreement may not be assigned by any party
hereto except with the prior written consent of the non-assigning parties.

            8.7 No Third Party Beneficiaries. Nothing in this Agreement shall
confer any rights upon any person or entity which is not a party or permitted
assignee of a party to this Agreement.

            8.8 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to principles of conflicts of laws.

            8.9 Entire Agreement. This Agreement (including the Exhibits hereto)
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and thereof, and supersede all prior agreements or understandings
as to such subject matter. No party hereto has made any representation or
warranty or given any covenant to the other except as set forth in this
Agreement.

            8.10 Validity. The invalidity or unenforceability of any provision
of this Agreement shall not affect the valid-
<PAGE>   33
                                      -28-


ity or enforceability of any other provisions of this Agreement, which shall
remain in full force and effect.

            8.11 Severability. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, it shall, to the extent possible, be modified
in such manner as to be valid, legal and enforceable but so as to most nearly
retain the intent of the parties. If such modification is not possible, such
provision shall be severed from this Agreement. In either case the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby.
<PAGE>   34
            IN WITNESS WHEREOF, the parties hereto have caused this Merger,
Exchange and Release Agreement to be duly executed as of the day and year first
above written.


                                    DELPHI FINANCIAL GROUP, INC.


                                    By: _____________________________________
                                        Name:
                                        Title:



                                    UNICOVER MANAGERS, INC.


                                     By: _____________________________________
                                         Name:
                                         Title:



                                    UNICOVER INTERMEDIARIES, LLC

                                    By: Delphi Financial Group, Inc., as manager


                                    By: _____________________________________
                                        Name:
                                        Title:


                                       S-1
<PAGE>   35
                                    UNICOVER MANAGEMENT PARTNERS, LLC


                                    By: _____________________________________
                                        Name:  John E. Pallat
                                        Title: Manager


                                    By: _____________________________________
                                        Name:  Thomas J. Dunn
                                        Title: Manager



                                    BUYERS:


                                    _________________________________________
                                    John E. Pallat


                                    _________________________________________
                                    Robert J. Wojtowicz


                                    _________________________________________
                                    Joseph P. Wojtowicz


                                    _________________________________________
                                    Kenneth C. Griebel


                                       S-2