DELPHI FINANCIAL GROUP, INC.
            Delphi Financial Group, Inc. (the "Company") hereby establishes,
subject to shareholder approval, this Annual Incentive Compensation Plan (the
"Plan") in order to provide the Company with an additional means to attract and
retain executive officers by providing them with an opportunity to earn annual
incentive compensation, contingent on the achievement of certain performance
goals, as an incentive and reward for their contributions to the growth,
profitability and success of the Company from year to year.
            The Company intends that compensation payable under the Plan will
constitute "qualified performance-based compensation" under Section 162(m) of
the Code (as hereinafter defined). The Plan shall be interpreted and construed
in a manner consistent with such intent.
            2.1.  "AWARD" means the amount of incentive compensation to which a
Participant is entitled for each Plan Year as determined by the Committee
pursuant to Sections 4 and 5 of the Plan.
            2.2.  "BOARD" means the Company's Board of Directors.
            2.3.  "CODE" means the Internal Revenue Code of 1986, as amended,
including applicable regulations thereunder.
            2.4.  "COMMITTEE" means the Stock Option and Compensation Committee
of the Board, which shall be comprised solely of at least two persons who, to
the extent required to satisfy the exception for performance-based compensation
under Section 162(m) of the Code, are "outside directors" within the meaning of
such section. However, no act of the Committee shall be void or deemed to be
without authority due to the failure of a member to meet any qualification
requirement at the time the action is taken.
            2.5.  "DETERMINATION DATE" means the day not later than the 90th day
of a Plan Year or such other date by which the Committee may establish
performance goals for a Plan Year without causing an Award to be treated as
other than performance-based compensation under Section 162(m) of the Code.
            2.6.  "ELIGIBLE EMPLOYEE" means any executive officer (as that term
is defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended)
of the Company.
            2.7.  "PARTICIPANT" means an Eligible Employee who has been selected
to potentially receive an Award for a given Plan Year, subject to achievement of
one or more performance goals and satisfaction of other conditions under the
Plan or specified by the Committee.
            2.8.  "PLAN YEAR" means the fiscal year of the Company or such other
period established by the Committee.
            The Plan shall be administered by the Committee. The Committee shall
have the authority to establish performance goals for the awarding of Awards for
each Plan Year; to determine the Participants for each Plan Year; to determine
whether performance goals for each Plan Year have been achieved; to authorize
payment of Awards under the Plan, including determining the form and timing of
payment and any conditions (such as further service requirements) that will
apply to such payment; to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall deem advisable; and to
interpret the terms and provisions of the Plan. All determinations made by the
Committee with respect to the Plan and Awards thereunder shall be final and
binding on all persons, including the Company and all Eligible Employees.
            The amount of a Participant's Award for any Plan Year shall be an
amount not greater than $3,000,000, which amount shall be determined based on
the achievement of one or more performance goals established by the Committee
with respect to a Participant. Performance goals may vary as among Participants
and shall be based upon one or more of the following criteria, as the Committee
may deem appropriate: appreciation in value of the Company's common stock; total
shareholder return; earnings per share; operating income; net income; pretax
earnings; pretax earnings before interest, depreciation and amortization; pro
forma net income; return on equity; return on designated assets; return on
capital; economic value created or economic profit; earnings per share and/or
growth thereof; revenues; expenses (including expense ratio); loss ratio;
combined ratio; new business production; capital markets and/or acquisition
transactions; investment programs initiated; operating profit margin; operating
cash flow; free cash flow; cash flow return on investment; operating margin; and
net profit margin. Performance goals may be expressed as absolute goals, goals
compared to past performance, goals compared to the performance of a published
or special index or benchmark deemed applicable by the Committee, or otherwise
as determined by the Committee. The performance goals may be determined by
reference to the performance of the Company and/or a subsidiary or affiliate of
the Company, or of a division or unit of any of the foregoing. No later than the
Determination Date for a Plan Year, the Committee shall designate (i) the
Participants for such Plan Year, (ii) the performance goals for such Plan Year
and (iii) the corresponding Award amounts payable to each Participant under the
Plan upon achievement of such performance goals and satisfaction of other
conditions under the Plan or specified by the Committee. So long as an Award is
fully contingent upon a measure of performance as specified in this Section 4,
the Committee may consider other measures of performance or other circumstances
in its exercise of discretion ("negative discretion") to reduce the final Award.
The Committee may specify at the time an Award opportunity is authorized or at
any other time such other performance measures or other terms upon which it will
exercise negative discretion.
            An Award (if any) to a Participant for a Plan Year shall be paid
following the end of the Plan Year; provided, however, that the Committee shall
have first certified in writing (i) that the applicable performance goal or
goals with respect to such Participant for such Plan Year were satisfied and the
level of the
attainment of such goal or goals, (ii) that all other material terms upon which
payment of the Award is conditioned were satisfied and (iii) the amount of each
Participant's Award. The Committee, unless it determines otherwise, may exercise
negative discretion to reduce the amount that would otherwise be payable under
an Award by reason of the applicable performance goal's having been achieved.
Payments will be in cash, subject to any conditions the Committee may impose;
provided, however, that the Committee may also provide that an Award will be
paid in whole or in part in shares of the Company's common stock or other
Company common stock-based awards, including restricted shares, restricted share
units or other share awards, if and to the extent that shares are available
under a separate equity compensation plan of the Company and permitted to be
granted in connection with such incentive awards, in any case with an aggregate
fair market value at the time of payment not to exceed $3,000,000. If a
Participant dies after the end of a Plan Year but before receiving payment of
any Award, the amount of such Award shall be paid to a designated beneficiary
or, if no beneficiary has been designated, to the Participant's estate, in the
form of a lump sum payment in cash as soon as practicable after the Award for
the Plan Year has been determined and certified in accordance with this Section
5. Notwithstanding the foregoing, the Committee may determine, by separate
agreement with any Participant or otherwise, that all or a portion of an Award
for a Plan Year shall be payable to the Participant upon the Participant's
death, disability or termination of employment with the Company, or upon a
change of control of the Company, during the Plan Year.
            No Award or rights under this Plan may be transferred or assigned
other than by will or by the laws of descent and distribution.
            The Board may terminate the Plan at any time and may amend it from
time to time, provided, however, that no termination or amendment of the Plan
shall materially and adversely affect the rights of a Participant or a
beneficiary with respect to a previously certified Award except with the written
consent of such Participant or beneficiary. Amendments to the Plan may be made
without shareholder approval except as required to satisfy Section 162(m) of the
            8.1   Nothing set forth in this Plan shall prevent the Board or the
Committee from adopting other or additional compensation arrangements. Neither
the adoption of the Plan or any Award hereunder shall confer upon any person any
right to continued employment.
            8.2   No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination or interpretation taken or made
with respect to the Plan, and all members of the Board or the Committee and all
officers or employees of the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.
            8.3   The Committee is authorized to make adjustments in the terms
and conditions of, and the criteria included in, the authorization of Awards and
performance goals in recognition of unusual or nonrecurring events, including
stock splits, stock dividends, reorganizations, mergers, consolidations, large,
special and non-recurring dividends, and acquisitions and dispositions of
businesses and assets, affecting the Company and its subsidiaries or any
business unit thereof, or the financial statements of the Company or any
subsidiary, or in response to changes in applicable laws, regulations,
accounting principles, tax rates and regulations or business conditions or in
view of the Committee's assessment of the business strategy of the Company, any
subsidiary or affiliate or business unit thereof, performance of comparable
organizations, economic and business conditions, and any other circumstances
deemed relevant; provided, however, that no such adjustment shall be authorized
or made if and to the extent that the existence or exercise of such authority
would cause an Award potentially grantable hereunder to fail to qualify as
"performance-based compensation" under Section 162(m) of the Code.
            8.4   The Company shall deduct from any payment in settlement of a
Participant's Award or other payment to the Participant any Federal, state, or
local withholding or other tax or charge which the Company is then required to
deduct under applicable law with respect to the Award.
            8.5   The validity, construction, and effect of the Plan and any
rules and regulations or document hereunder shall be determined in accordance
with the laws (including those governing contracts) of Delaware, without giving
effect to principles of conflicts of laws.
            The Plan shall become effective as of January 1, 2004, subject to
approval by the stockholders of the Company at the Company's 2004 Annual Meeting
of Stockholders.