exv4w3








Exhibit 4.3




	 	 	 	 	 
	No.

	 	 	$          	 






DELPHI FINANCIAL GROUP, INC.




	 	 	 
	promises to pay to

	 	or the registered assigns
	the principal sum of

	 	Dollars on          .






[TITLE OF SECURITY]




Interest Payment Dates:

Record Dates:




Dated:




	 	 	 	 	 	 	 
	 	 	DELPHI FINANCIAL GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 






     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



[               ],

as Trustee,




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






 









 





DELPHI FINANCIAL GROUP, INC.




[TITLE OF SECURITY]




1. Interest.1




          DELPHI FINANCIAL GROUP, INC. (the “Company”), a Delaware corporation, promises to pay interest
on the principal amount of this Security at the rate per annum shown above. The Company will pay
interest semiannually on     and     , commencing on      . Interest on the
Securities will accrue from the most recent date to which interest has been paid or, if no interest
has been paid, from     . Interest will be computed on the basis of a 360-day year
of twelve 30-day months.




2. Method of Payment.2




          The Company will pay interest on the Securities (except defaulted interest) to the persons who
are registered holders of Securities at the close of business on            or      , as the
case may be, next preceding the interest payment date. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of public and private
debts. The Company may, however, pay principal and interest by check payable in such money. It
may mail an interest check to a holder’s registered address.




3. Paying Agent and Registrar.



          Initially,                     , as Trustee (the “Trustee”), will act as Paying Agent
and Registrar. The Company may change any Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or co-Registrar without notice. The Company or any of its subsidiaries may
act as Paying Agent, Registrar or co-Registrar.




4. Indenture; Bond Resolution or Supplemental Indenture.




          The Company issued the Securities of this series under an Indenture dated as of     ,
(the “Indenture”) between the Company and the Trustee. The Securities of this series are unsecured
general obligations of the Company limited in aggregate principal amount to $          . The Indenture does
not limit other unsecured debt. The terms of the Securities include those stated in the Indenture,
those stated in a Bond Resolution or Supplemental Indenture creating the series and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbb) as
amended and as in effect on the date of the Indenture. The Securities are subject to all such
terms, and Securityholders are referred to the Indenture, the Bond Resolution or Supplemental
Indenture and such Act for a statement of them.




5. Optional Redemption.3



          On or after                     ,                      , the Company may redeem all the Securities at
any time or some of them from time to time at the following redemption prices (expressed in
percentages of principal amount), plus accrued interest to the redemption date.




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          If redeemed during the 12-month period beginning                     ,





	 	 	 	 	 	 	 
	Year
	 	Percentage
	 	Year
	 	Percentage




and thereafter at 100%.




6. Mandatory Redemption.4




          The Company will redeem $                     principal amount of Securities on                      and
on each                      thereafter through                      at a redemption price of
100% of principal amount, plus accrued interest to the redemption date.5 The Company may reduce
the principal amount of Securities to be redeemed pursuant to this paragraph by subtracting 100% of
the principal amount (excluding premium) of any Securities (i) that the Company has acquired or
that the Company had redeemed other than pursuant to this paragraph and (ii) that the Company has
delivered to the Registrar for cancellation. The Company may so subtract the same Security only
once.




7. Additional Optional Redemption.6




          In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more
than $                     principal amount of Securities on                      and on each                     
thereafter through                      at a redemption price of 100% of principal amount, plus
accrued interest to the redemption date.




8. Notice of Redemption.7




          Notice of redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each holder of Securities to be redeemed at his or her registered address.




9. Subordination.



          The Securities are subordinated in right of payment, in the manner and to
the extent set forth in the Indenture, to the prior payment in full of all Senior Indebtedness (as
defined in the Indenture, or as set forth in one or more indentures supplemental hereto, a Board
Resolution in accordance with Section 301 of the Indenture or in this Security). Each Holder by
accepting a Security agrees to such subordination and authorizes the Trustee to give it affect.




10. Denominations, Transfer, Exchange.




          The Securities are in registered form without coupons in denominations of $1,0008 and integral
multiples of $1,000. A holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a holder, among other things, to furnish



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appropriate endorsements and transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not transfer or exchange any Securities for a
period 15 days before a selection of Securities to be redeemed or transfer or exchange any
Securities or portions of them selected for redemption.




11. Persons Deemed Owners.




          The registered holder of a Security may be treated as its owner for all purposes.




12. Unclaimed Money.




          If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent will pay the money back to the Company at its request. After that, Holders
entitled to the money must look to the Company for payment unless an abandoned property law
designates another person.




13. Amendment, Supplement, Waiver.




          Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented
by the Company with the consent of the Holders of at least a majority in principal amount of the
Securities of all series affected by the amendment, and any past default on a series or compliance
with any provision may be waived with the consent of the Holders of a majority in principal of the
Securities of the series.9 Without the consent of any Securityholder, the Company may amend or
supplement the Indenture or the Securities to cure any ambiguity, defect or inconsistency, to
evidence the succession of another corporation to the Company, to provide that specific provisions
of the Indenture will not apply to a series not previously issued, to provide for uncertificated
Securities in addition to or in place of certificated Securities, to create a series and establish
its terms, to provide for a separate Trustee for one or more series, to add to covenants of the
Company or surrender any rights or power conferred upon the Company, to evidence or provide for a
successor Trustee or to make any change that does not materially adversely affect the rights of any
Securityholder.




14. Successor Corporation.




          When a successor corporation assumes all the obligations of its predecessor under the
Securities and the Indenture, the predecessor corporation will be released from those obligations.




15. Defeasance Prior to Redemption or Maturity.10




          Subject to certain conditions, the Company at any time may terminate some or all of its
obligations under the Securities and the Indenture if the Company deposits with the Trustee money
or U.S. Government Obligations for the payment of principal and interest on the Securities to
redemption or maturity.




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16. Defaults and Remedies.




          An Event of Default11 is: default for 30 days in payment of interest on the Securities;
default in payment of principal on the Securities (at maturity, upon redemption or otherwise);
failure by the Company for 60 days after notice to it to comply with any of its other covenants,
conditions or agreements in the Indenture or the Securities; acceleration of in excess of an
aggregate of $10,000,000 of indebtedness for money borrowed of the Company or any Subsidiary under
the terms of the instrument under which such indebtedness is or may be outstanding if such
acceleration is not rescinded or annulled prior to the entry of a final judgment in favor of the
holders thereof; failure by the Company or any Subsidiary to stay or discharge a final judgment
entered in a court for the payment of $10,000,000 or more rendered against the Company or any
Subsidiary within 60 days after the date permitting appeal thereof has expired and all rights to
appeal have been extinguished; and certain events of bankruptcy or insolvency. If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of
the outstanding Securities may declare the Securities to be due and payable immediately.12
Securityholders may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture
or the Securities. Subject to certain limitations, holders of a majority in principal amount of
the outstanding Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from the notice of any continuing default (except a default in payment of
principal or interest) if its determines that withholding notice is in Securityholders’ interest.
The Company is required to file periodic reports with the Trustee as to the absence of default.




17. Trustee Dealings with Company.




                              , the Trustee under the Indenture in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee
subject to the Trust Indenture Act.




18. No Recourse Against Others.




          A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation. Each Securityholder
by accepting a Security waives and releases all such liability. The waiver and release are part of
the consideration for the issue of the Securities.




19. Authentication.




          This Security shall not be valid until the Trustee manually signs the certificate of
authentication on the other side of this Security.




20. Abbreviations.




          Customary abbreviations may be used in the name of a Securityholder or an assignee, such as:
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),





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JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




21. Requests for Copies.




          The Company will furnish to any Securityholder upon written request and without charge a copy
of the Indenture and the Bond Resolution or Supplemental Indenture. Requests may be made to:
Secretary, Delphi Financial Group, Inc., 1105 North Market Street, Suite 1230, P.O. Box 8985,
Wilmington, Delaware 19899.




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NOTES




	 	 	 
	1.

	 	If the Security is not to bear interest at a fixed rate per annum, insert a description of
the manner in which the rate of interest is to be determined. If the Security is not to bear
interest prior to maturity, so state.
	 
	2.

	 	If the method or currency of payment is different, insert a statement thereof.
	 
	3.

	 	If applicable.
	 
	4.

	 	If applicable.
	 
	5.

	 	If the Security is a Discounted Security, insert amount to be redeemed or method of
calculating such amount.
	 
	6.

	 	If applicable. Also insert, if applicable, provisions for repayment of Securities at the
option of the Securityholder.
	 
	7.

	 	If applicable.
	 
	8.

	 	If applicable. Insert additional or different denominations.
	 
	9.

	 	If different terms apply, insert a brief summary thereof.
	 
	10.

	 	If applicable. If different defeasance terms apply, insert a brief summary thereof.
	 
	11.

	 	If additional or different Events of Default apply, insert a brief summary thereof.
	 
	12.

	 	If the Security is a Discounted Security, set forth the amount due and payable upon the Event
of Default.
	 
	Note:

	 	If additional covenants apply, insert a brief summary thereof where appropriate. In
addition, U.S. tax law may require certain legends on Discounted Securities.






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ASSIGNMENT FORM




          If you the holder want to assign this Security, fill in the form below and have your signature
guaranteed:




I or we assign and transfer this Security to




 





 




(Insert assignee’s social security or tax ID number)




 




 




 





 




(Print or type assignee’s name, address and zip code)




and irrevocably appoint




 




agent to transfer this Security on the books of the Company.


The agent may substitute another to act for him.




	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

(Sign exactly as your name appears on the
	 	 
	 

	 	 	 	 	 	 	 	other side of this Security)	 	 






	 	 	 
	Signature Guarantee:
	 	 
	 

	 	 






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