exv10w46







	 	 	 	 	 



Exhibit 10.46




December 19, 2008




Mark A. Wilhelm

Safety National Casualty Corporation

1832 Schuetz Road

St. Louis, Missouri 63146



Re: Amendment of Stock Option Award Agreement



Dear Mark:





     This will confirm that, pursuant to action taken 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 (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 amended as provided
herein. Capitalized terms used but not defined herein shall have the respective meanings set forth
in the Award Agreement.



     Specifically, subparagraphs (a) and (b) of the second paragraph of the Award Agreement, which
relate to the conditions to the Options becoming exercisable, have been deleted in their entirety
and replaced with the following:



     “(a) If SIG’s aggregate Pre-Tax Operating Income (as such term is defined in Exhibit A hereto)
for the period consisting of Delphi’s 2008, 2009 and 2010 fiscal years is at least $460,657,000,
135,000 Options shall become exercisable. Alternatively, if SIG’s aggregate Pre-Tax Operating
Income for such period does not reach $460,657,000, but is greater than $427,648,000, a reduced
number of the Options shall become exercisable, such number to be determined by interpolating
between zero and 135,000 in relation to the point at which the Pre-Tax Operating Income amount
falls in the range between $427,648,000 and $460,657,000 and rounding the number obtained to the
nearest whole number. For example, if SIG’s aggregate Pre-Tax Operating Income for such period
were exactly $444,152,150, 67,500 Options would become exercisable.



 









 





Mark A. Wilhelm

December 19, 2008

Page 2




     (b) If SIG’s aggregate Pre-Tax Operating Income for the period consisting of Delphi’s 2008,
2009, 2010, 2011 and 2012 fiscal years is at least $880,732,000, 225,000 Options, less the number
of Options, if any, as shall previously have become exercisable pursuant to the preceding clause
(a) (the “Previously Vested Options”), shall become exercisable. Alternatively, if SIG’s aggregate
Pre-Tax Operating Income for such period does not reach $880,732,000, but is greater than
$784,745,000, a reduced number of the Options shall become exercisable, such number to be
determined by interpolating between zero and 225,000 in relation to the point at which the Pre-Tax
Operating Income amount falls in the range between $784,745,000 and $880,732,000, rounding the
number obtained to the nearest whole number, and subtracting from such number the number of the
Previously Vested Options, if any. For example, if SIG’s aggregate Pre-Tax Operating Income for
such period was $832,738,500, and the number of the Previously Vested Options was 50,000, 62,500
Options would become exercisable. If, in such example, there were no Previously Vested Options,
112,500 Options would become exercisable.”



     In addition, the fourth and fifth sentences of the first paragraph of the “General” section of
Exhibit A to the Award Agreement are hereby deleted in their entirety and replaced with the
following:




“The items referenced in the preceding sentence shall be referred to collectively herein as
“Excluded Items.” The determination of Pre-Tax Operating Income for each year will be made
by Delphi annually within 65 days of the end of such year.”



     Finally, it is hereby confirmed that the term “Options,” as utilized in Section 5.4 of the
Employment Agreement, shall refer to the Options which are the subject of the Award Agreement.



     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 accept the terms and conditions of this Amendment, please
confirm such agreement and acceptance by executing and dating both counterparts of this



 









 





Mark A. Wilhelm

December 19, 2008

Page 3



Amendment and returning one fully executed counterpart to me. The other counterpart should be
retained for your files.




	 	 	 	 	 	 	 	 	 

	 	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Chad W. Coulter	 	 
	 	 	 	 	Senior Vice President,
Secretary and General Counsel	 	 
	 
	 	 	 	 	 	 	 	 
	Agreed to and accepted:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 
	/s/ Mark A. Wilhelm 

Mark A. Wilhelm