exv4w3



 





Exhibit 4.3



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.




			
	 	 	 
	No. R-1
	 	Principal Amount: $175,000,000
	Issue Date: May 23, 2007
	 	CUSIP No. 247131303






DELPHI FINANCIAL GROUP, INC.




7.375% FIXED-TO-FLOATING RATE

JUNIOR SUBORDINATED DEBENTURES DUE 2067




     Delphi Financial Group, Inc., a corporation organized and existing under the laws of Delaware
(hereinafter called the “Company”, which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of one hundred seventy five million dollars ($175,000,000) as
may be revised from time to time on Schedule I hereto and all accrued and unpaid interest thereon
on May 15, 2037, or if such day is not a Business Day, the following Business Day (the “Scheduled
Maturity Date”) or any subsequent Interest Payment Date (as defined in the First Supplemental
Indenture) to the extent set forth in the First Supplemental Indenture. If that amount is not paid
in full on the Scheduled Maturity Date or any subsequent Interest Payment Date, the remaining
amount, together with accrued and unpaid interest, will be due and payable on the Final Maturity
Date. The Final Maturity Date will be May 15, 2067, or if such day is not a Business Day, the
following Business Day.



     The Company further promises to pay interest on said principal sum from and including May 23,
2007, or from and including the most recent Interest Payment Date on which interest has been paid
or duly provided for, until the principal thereof is paid or made available for payment quarterly
(subject to deferral as set forth herein) in arrears on February 15, May 15, August 15, and
November 15 of each year, commencing on August 15, 2007 and ending on May 15, 2017, at the rate of
7.375% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months), and
thereafter to pay interest on said outstanding principal sum quarterly in arrears on February 15,
May 15, August 15, and November 15 of each year, commencing on August 15, 2017 at a floating annual
rate equal to Three-Month LIBOR (as defined in the First Supplemental Indenture) plus 3.19%
(computed on the basis of a 360-day year and the actual number of days elapsed in the 360-day
year). Accrued interest that is not paid on the applicable Interest Payment Date, including
interest deferred pursuant to Section 2.05 of the First Supplemental Indenture, will bear
Additional Interest, to the extent permitted by law, at the interest rate in effect from time to
time provided in Section 2.04(a) of the First Supplemental Indenture, from the relevant Interest
Payment Date, compounded on each



 









 







subsequent Interest Payment Date. On or prior to May 15, 2017, in the event that any Interest
Payment Date on which interest is payable on this Security is not a Business Day, then a payment of
the interest payable on such date will be made on the next succeeding day that is a Business Day
with the same force and effect as if made on the date the payment was originally payable. After
May 15, 2017 in the event that any Interest Payment Date on which interest is payable on this
Security is not a Business Day, then a payment of the interest payable on such date shall be
postponed to the next succeeding day that is a Business Day, provided that if such Business Day is
in the next succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day, and interest will accrue to but excluding the date on which the interest is
actually paid. A “Business Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a day
on which banking institutions in The City of New York are authorized or required by law or
executive order to remain closed or (iii) on or after May 15, 2017, a day that is not a London
Banking Day. “London Banking Day” means any day on which commercial banks are open for general
business (including dealings in deposits in U.S. dollars) in London. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest
installment, which shall be February 1, May 1, August 1 or November 1, as the case may be,
immediately preceding such Interest Payment Date. Any such interest installment not so punctually
paid or duly provided for (other than interest deferred in accordance with the next paragraph)
shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.



     The Company shall have the right at any time or from time to time during the term of this
Security to defer payment of interest on this Security for one or more consecutive Interest Periods
(each, a “Deferral Period”) that do not exceed 10 years, during which Deferral Periods the Company
shall have the right, subject to Sections 2.05 and 2.06 of the First Supplemental Indenture, to
make partial payments of interest on any Interest Payment Date, and at the end of which the Company
shall pay all interest then accrued and unpaid; provided, however, that no Deferral Period shall
extend beyond the Final Maturity Date or the earlier repayment or redemption in full of the
Securities. Upon the termination of any Deferral Period and upon the payment of all deferred
interest then due, the Company may elect to begin a new Deferral Period, subject to the above
requirements. Except as provided in Section 2.06 of the First Supplemental Indenture, no interest
shall be due and payable during a Deferral Period except at the end thereof.



     So long as any Securities remain outstanding, if the Company has given notice of its election
to defer interest payments on the Securities but the related Deferral Period has not yet commenced
or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary to,
(i) declare or pay any dividends or distributions, or redeem, purchase, acquire or make a
liquidation payment with respect to any shares of the Company’s capital stock, (ii) make



 









 







any payment of principal of, or interest or premium, if any, on or repay, purchase or redeem
any debt securities of the Company that rank upon the Company’s liquidation on a parity with this
Security (including this Security, the “Pari Passu Securities” ), or junior to this Security or
(iii) make any guarantee payments regarding any guarantee issued by the Company of securities of
any Subsidiary if the guarantee ranks upon the Company’s liquidation on a parity with or junior to
this Security (other than (a) any purchase, redemption or other acquisition of shares of its
capital stock by the Company in connection with (1) any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more of its employees, officers,
directors, consultants or independent contractors, (2) the satisfaction of the Company’s
obligations pursuant to any contract entered into in the ordinary course of business prior to the
beginning of the applicable Deferral Period, (3) a dividend reinvestment or shareholder purchase
plan, or (4) the issuance of the Company’s capital stock, or securities convertible into or
exercisable for such capital stock, as consideration in an acquisition transaction entered into
prior to the applicable Deferral Period, (b) any exchange, redemption or conversion of any class or
series of the Company’s capital stock, or the capital stock of one of its Subsidiaries, for any
other class or series of its capital stock, or of any class or series of its indebtedness for any
class or series of its capital stock, (c) any purchase of fractional interests in shares of the
Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or
the securities being converted or exchanged, (d) any declaration of a dividend in connection with
any shareholder rights plan, or the issuance of rights, stock or other property under any
shareholder rights plan, or the redemption or purchase of rights pursuant thereto, (e) any dividend
in the form of stock, warrants, options or other rights where the dividend stock or stock issuable
upon exercise of such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks equally with or junior to such stock, (f) (1) any payment of
current or deferred interest on Pari Passu Securities that is made pro rata to the amounts due on
such Pari Passu Securities (including the this Security); provided that such payments are made in
accordance with Section 2.06(c)(ii) of the First Supplemental Indenture to the extent it applies,
and (2) any payments of deferred interest on Pari Passu Securities that, if not made, would cause
the Company to breach the terms of the instrument governing such Pari Passu Securities; or (g) any
payment of principal in respect of Pari Passu Securities having the same scheduled maturity date as
this Security, as required under a provision of such other Pari Passu Securities that is
substantially the same as the provisions in Section 2.02(a) of the First Supplemental Indenture,
and that is made on a pro rata basis among one or more series of Pari Passu Securities (including
this Security) having such a provision. In addition, if any Deferral Period lasts longer than one
year, the Company may not redeem or purchase any securities of the Company that on the Company’s
bankruptcy or liquidation rank pari passu or junior to any of its Qualifying APM Securities the
proceeds of which were used to settle deferred interest on the Debentures during the relevant
Deferred Period until the first anniversary of the date on which all deferred interest on this
Security has been paid. However, if the Company is involved in a Business Combination where
immediately after its consummation more than 50% of the voting stock of the surviving entity of
such Business Combination, or the Person to whom all or substantially all of the Company’s
properties or assets are conveyed, transferred or leased in such Business Combination, is owned,
directly or indirectly, by the shareholders of the other party to such Business Combination, then
the immediately preceding sentence will not apply during the Deferral Period that is terminated on
the next Interest Payment Date following the date of consummation of such Business Combination.



 









 





     The Company shall give written notice of its election to commence or continue any Deferral
Period to the Trustee and the Holders of this Security at least one Business Day and not more than
sixty Business Days before the next Interest Payment Date; provided that any such notice shall be
provided prior to the Regular Record Date. Such notice shall be given to the Trustee and each
holder of this Security at such holder’s address appearing in the Security Register by overnight
mail, postage prepaid.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the paying agency office or agency of the Company maintained for that purpose in the United
States, in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the option of the
Company payment of interest may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Securities Register, (ii) by wire transfer in
immediately available funds at such place and to such bank account number as may be designated by
the Person entitled thereto as specified in the Securities Register in writing not less than ten
days before the relevant Interest Payment Date or (iii) in the case of Global Securities, in
accordance with the applicable procedures of the Depositary.



     The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness,
and this Security is issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on such Holder’s behalf to take such actions as
may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the
Trustee such Holder’s attorney-in-fact for any and all such purposes. Each Holder hereof, by such
Holder’s acceptance hereof, waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon said provisions.



     The Company and, by acceptance of this Security or a beneficial interest in this Security,
each Holder hereof and any person acquiring a beneficial interest herein, agree that for United
States federal, state and local tax purposes it is intended that this Security constitute
indebtedness.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DELPHI FINANCIAL GROUP, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	U.S. Bank National Association
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

Name:
	 	 
	Dated:

	 	 	 	 	 	 	 	Title: Authorized Signatory	 	 
	 

	 	 

	 	 	 	 	 	 	 	 






 









 





(FORM OF REVERSE OF DEBENTURES)




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under the Junior Subordinated
Indenture, dated as of May 23, 2007 (herein called the “Base Indenture”), between the Company and
U.S. Bank National Association as trustee (the “Trustee”), as amended and supplemented by the First
Supplemental Indenture, dated as of May 23, 2007, between the Company and the Trustee (the “First
Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which Indenture
and all other indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities, and of the terms upon which the Securities are, and are
to be, authenticated and delivered. By the terms of the Indenture, the Securities are issuable in
series that may vary as to amount, date of maturity, rate of interest, rank and in any other
respect provided in the Indenture.



     All terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     The Securities shall be redeemable at the option of the Company in accordance with the terms
of the Indenture. The Securities are redeemable (a) in whole or in part at the option of the
Company at any time after the date hereof and (b) in whole but not in part within 90 days after the
occurrence of a Tax Event or a Rating Agency Event. In the case of any redemption, the Redemption
Price shall be equal to (1) in the case of any redemption on or after May 15, 2017, 100% of the
principal amount of the Securities being redeemed plus accrued and unpaid interest to the
Redemption Date or (2) in the case of any redemption prior to May 15, 2017, the greater of (i) 100%
of the principal amount plus accrued and unpaid interest to the Redemption Date, and (ii) the
Make-Whole Redemption Price. If the Securities are not redeemed in whole, the Company may not
effect such redemption unless at least $25 million aggregate principal amount of the Securities,
excluding any Securities held by the Company or any of its affiliates, remains outstanding after
giving effect to such redemption.



     Notwithstanding the foregoing, the Company may not redeem the Securities in part if the
principal amount of the Securities has been accelerated pursuant to Section 502 of the Base
Indenture (as amended by Section 2.07(a) of the First Supplemental Indenture) and such acceleration
has not been rescinded. In addition, the Company may not redeem the Securities in part unless all
accrued and unpaid interest, including deferred interest, has been paid in full on all Outstanding
Securities for all Interest Periods terminating on or before the Redemption Date.



     No sinking fund is provided for the Securities.



     The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of
this Security upon compliance by the Company with certain conditions set forth in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee at any time to enter into a supplemental indenture or indentures for the purpose of
modifying in any manner the rights and obligations of the Company and of the Holders of the



 









 







Securities, with the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities to be affected by such supplemental indenture. The Indenture also
contains provisions permitting Holders of specified percentages in principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, if an Event of Default with
respect to the Securities at the time Outstanding occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Securities may declare the entire principal amount and all accrued but unpaid interest of all the
Securities to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), provided that the payment of principal and interest (including any
Additional Interest) on such Securities shall remain subordinated to the extent provided in Article
Seventeen of the Indenture.



     The Holder of this Security, by such Holder’s acceptance hereof, agrees that if an event
described in Section 501(3) or 501(4) set forth in the Indenture (as amended by Section 2.07 of the
First Supplemental Indenture) shall occur in respect of the Company prior to the redemption or
repayment of such Securities, such Holder shall have no claim for, and thus no right to receive,
any deferred and unpaid interest pursuant to Section 2.05 (including compounded interest therein)
that has not been paid pursuant to Sections 2.05 and 2.06 to the extent the amount of such interest
exceeds the sum of (x) interest that relates to the earliest two years of the portion of the
Deferral Period for which interest has not been paid and (y) an amount equal to such Holder’s pro
rata share of the excess, if any, of the Preferred Stock Issuance Cap over the aggregate amount of
net proceeds from the sale of Qualifying Non-Cumulative Preferred Stock and unconverted Mandatorily
Convertible Preferred Stock that the Company has applied to pay deferred interest pursuant to the
alternative payment mechanism set forth in Section 2.06; provided that each Holder is deemed to
agree that to the extent the remaining claim exceeds the amount set forth in clause (x), the amount
it receives in respect of such excess shall not exceed the amount it would have received had the
claim for such excess ranked pari passu with the interests of the holders, if any, of Qualifying
Non-Cumulative Preferred Stock.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Securities Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company maintained under
Section 1002 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Securities Registrar duly executed by, the



 









 







Holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal amount, will be issued
to the designated transferee or transferees. No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee shall treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     The Securities are issuable only in registered form without coupons in minimum denominations
of $25 and any integral multiples of $25 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate
principal amount of Securities of a different authorized denomination, as requested by the Holder
surrendering the same.



     The Company and, by its acceptance of this Security or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, this Security agree to treat for
United States Federal income tax purposes (i) the Securities as indebtedness of the Company, and
(ii) the stated interest on the Securities as ordinary interest income that is includible in the
Holder’s or beneficial owner’s gross income at the time the interest is paid or accrued in
accordance with the Holder’s or beneficial owner’s regular method of tax accounting, and otherwise
to treat the Securities as described in the final prospectus supplement provided to investors in
connection with the offering of the Securities.



     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK,WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



     This is one of the Securities referred to in the within mentioned Indenture.



 









 





ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned assigns and transfers this Security to:



	 
	 


	 

	 


	 

	 








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




	 
	 


	 

	 








(Insert address and zip code of assignee)



agent to transfer this Security on the books of the Securities Registrar. The agent may substitute
another to act for him or her.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	Signature:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Signature Guarantee:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 





(Sign exactly as your name appears on the other side of this Security)




     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Securities Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Securities Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.



A-9 









 








SCHEDULE I




SCHEDULE OF PRINCIPAL AMOUNT REDUCTIONS




     Principal amount of Debentures outstanding represented by this Security as of May 23, 2007:
$175,000,000.



     Thereafter, the following decreases have been made:



	 	 	 	 	 	 	 	 	 	 	 
	Date of Repayment,	 	Principal Amount	 	 	 	 	 	Notation Made by or
	Redemption	 	Repaid, Redeemed	 	Principal Amount	 	on Behalf of the
	or Purchase	 	or Purchased	 	Remaining	 	Trustee
	 
	 

	 	 	$	 	 	 	$	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	 






-1-