exv10w47







Exhibit 10.47




December 21, 2010




Mark A. Wilhelm

Safety National Casualty Corporation

1832 Schuetz Road

St. Louis, Missouri 63146



Re: Second Amendment to Stock Option Award Agreement



Dear Mark:




     This will confirm that, pursuant to action taken on the date hereof by the Compensation
Committee (the “Committee”) of the Board of Directors of Delphi Financial Group, Inc. (“Delphi”),
the Stock Option Award Agreement dated February 21, 2008, as amended by the Amendment thereto dated
December 19, 2008 (the “Award Agreement”), pursuant to which you were granted options to purchase
up to 225,000 shares of Delphi’s Class A Common Stock pursuant to Delphi’s 2003 Employee Long-Term
Incentive and Share Award Plan (the “Plan”), has been further amended as provided herein.
Capitalized terms used but not defined herein shall have the respective meanings set forth in the
Award Agreement.



     Specifically, the first paragraph of the Special Adjustment Provisions contained in Exhibit A
to the Award Agreement, which relates to the calculation of investment income for purposes of
determining Pre-Tax Operating Income, has been deleted in its entirety and replaced with the
following:




“Investment income: In lieu of actual investment income, for each of the 2008,
2009, 2010, 2011 and 2012 years, investment income shall be based on the average amount of
Investable Assets (as defined below) for such year, which shall be calculated as (a)
one-half of the sum of the beginning-of-year and end-of-year Investable Assets balances, in
both cases as adjusted pursuant to the following two paragraphs, multiplied by (b) the
crediting rate of 6.38% per annum. “Investable Assets” shall include cash, investments,
other investable balances (which shall be deemed to include real estate held for investment
purposes) and balances due from affiliates, and fixed maturity investments will be included
at amortized cost to



 









 





Mark A. Wilhelm

December 21, 2010

Page 2





eliminate any effects of classification for SFAS 115 purposes. The
average amount of Investable Assets, as so determined, will be (1) increased or decreased,
as applicable, to eliminate the effect of any Excluded Item (other than any such item
involving a realized investment gain or loss), (2) increased (decreased) by the amount of
dividends in excess of (lesser than) $2,000,000, (3) decreased by the amount of the
consideration paid (regardless of the form thereof) in connection with the acquisition of
any Acquired Entity as described above and (4) decreased for any capital contributed by
Delphi. For the avoidance of doubt, the adjustments for which the preceding sentence
provides shall apply with respect to the year in which the applicable event giving rise to
the adjustment occurs and shall also be applied in subsequent years so as to reflect the
continuing effects of such event.




For each year, the end-of-year Investable Assets balance shall be (i) decreased by the
amount of any realized investment gains recognized during such year, net of any current
federal income tax expenses resulting from the recognition of such gains, and (ii) increased
by the amount of any realized investment losses recognized during such year, net of any
current federal income tax benefits resulting from the recognition of such losses. All
determinations and calculations regarding tax expenses and benefits pursuant to the
preceding sentence shall be made by Delphi.




For each year (other than the 2008 year), the beginning-of-year Investable Assets balance
for such year shall be deemed to be equal to the end-of-year Investable Assets balance for
the preceding year, taking into account any adjustments thereto made pursuant to the
preceding paragraph.”



     Except as provided above, the Award Agreement shall remain in full force and effect according
to its terms.



     If you are in agreement with and consent to the terms and conditions of this Second Amendment,
please confirm such agreement and consent by executing both counterparts of this



 









 





Mark A. Wilhelm

December 21, 2010

Page 3



Second Amendment
and returning one fully executed counterpart to me. The other counterpart should 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 consented:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ MARK A. WILHELM
 

Mark A. Wilhelm