exv10w3







	 	 	 	 	 



Exhibit 10.3




August 14, 2008




Mr. Robert Rosenkranz

c/o Delphi Capital Management, Inc.

590 Madison Avenue, 30th Floor

New York, NY 10022




Re:    Award Agreement




Dear Bob:





     This letter will serve as notice of a discretionary award (the “Award”) that has been made to
you by action of the Compensation Committee (the “Committee”) of the Board of Directors of Delphi
Financial Group, Inc. (the “Company”) taken on August 12, 2008, pursuant to Section 5.2(c) of the
Company’s Second Amended and Restated Long-Term Performance-Based Incentive Plan, as amended (the
“Plan”).



     The Award consists of options to purchase up to 500,000 shares of the Company’s Class B Common
Stock (the “Options”) at the exercise price of $29.84 per share. The Options are in all respects
subject to the terms and conditions of the Plan, a copy of which is attached hereto as Exhibit A,
as supplemented and modified by the terms of this letter. In the event of any conflict between the
terms of the Plan and the terms of this letter, the terms of this letter shall prevail.



     The Options shall become exercisable in five equal installments of twenty percent (20%) on
each of August 12, 2009, August 12, 2010, August 12, 2011, August 12, 2012 and August 12, 2013. In
addition, the Options shall become exercisable in their entirety upon a Change of Ownership, as
such term is defined in the Plan, if occurring prior to any of the dates set forth in the preceding
sentence upon which the Options would otherwise become exercisable.



     Notwithstanding the foregoing, pursuant to supplemental restrictions imposed by the Committee
in connection with such Award



 









 




pursuant to Section 7.1 of the Plan: (a) if your employment with the
Company terminates for any reason prior to August 12, 2013, any of the Options not having become
exercisable as of the date of such termination shall expire in their entirety, unless otherwise
then determined by the Committee; provided, however, that for purposes of this restriction, service
on the Company’s Board of Directors shall be deemed to be equivalent to continued employment with
the Company; and (b) if your employment with the Company is terminated by the Company for cause,
any Options then outstanding (whether or not then exercisable) will be forfeited in their entirety.
For purposes of this restriction, whether an employment termination is for cause shall be
determined by the Committee, which determination shall be final and conclusive.




     Options which become exercisable in accordance with the foregoing provisions shall,
notwithstanding any termination of your employment (subject, however, to the preceding paragraph),
accumulate and be exercisable in whole or in part in any subsequent period through and including
August 11, 2018.



     Please confirm your agreement to and acceptance of each of the terms of the Award as described
by signing and dating both counterparts of this letter and returning one to me. The other
counterpart may be retained for your files.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	/S/ CHAD W. COULTER
	 
	 	 
	 

	 	Chad W. Coulter
	 

	 	Senior Vice President, Secretary
	 

	 	and General Counsel






Agreed to and accepted:




	 	 	 	 	 	 	 
	/S/ ROBERT ROSENKRANZ

	 	 	 	Date:        August 14,
2008       

	 

	 	 	 	 	 
	Robert Rosenkranz