THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Delphi Financial Group, Inc. (DFG)

4/7/2006 Proxy Information

Pursuant to two consulting agreements, RSLIC and the Company pay to a wholly owned subsidiary of Rosenkranz & Company certain fees associated with the formulation of the business and investment strategies of the Company and its subsidiaries. These fees amounted to $5.4 million for the year ended December 31, 2005. These fees generally increase at an annual rate of 10% and are expected to be $5.9 million for calendar year 2006. Of the aggregate amounts paid for services rendered during the year ended December 31, 2005 pursuant to the consulting agreements, $3.8 million was earned by Mr. Rosenkranz due to his indirect and direct financial interests in Rosenkranz & Company. Management believes that the fees charged under these agreements are comparable to fees charged by unaffiliated third parties for consulting services of considerably narrower scope that the services provided thereunder. Pursuant to an expense allocation agreement, a subsidiary of the Company received periodic payments from a wholly-owned subsidiary of Rosenkranz & Company, Acorn Partners, and various other entities in which Mr. Rosenkranz has direct and indirect beneficial interests, in respect of expenses associated with certain shared office space, facilities and personnel. The total amount of these payments for 2005 was $4.2 million. During 2005, a subsidiary of the Company maintained investment management arrangements pursuant to a discrete investment program with entities in which Mr. Rosenkranz has a financial interest. Under such arrangements, asset-based and performance-based fees are paid to such entities, which also provide similar services to unaffiliated third parties on comparable terms. Management believes that such fees, which totaled $1.7 million in 2005, are comparable to fees charged by unaffiliated third parties in connection with similar investment programs. As of December 31, 2005, the amount invested under such arrangements was $29.9 million. Also during 2005, subsidiaries of the Company maintained limited partner investments in an investment partnership whose general partners are controlled by Mr. Rosenkranz and in which Mr. Rosenkranz has a financial interest and the subsidiaries of the Company have limited partner interests in such partnership. The amount of such investments, as of December 31, 2005, totaled $22.4 million. The partnership has waived, as to the Company's subsidiaries, the imposition of the management and incentive fees that otherwise apply to investments by its limited partners.

4/25/2005 Proxy Information

From April 1999 until October 2000, Mr. Ilg served as President and Chief Executive Officer of Reliance Standard Life Insurance Company, First Reliance Standard Life Insurance Company, and Reliance Standard Life Insurance Company of Texas.

Mr. Daurelle has served as President and Chief Executive Officer of Reliance Standard Life Insurance Company (RSLIC), First Reliance Standard Life Insurance Company (FRSLIC) and Reliance Standard Life Insurance Company of Texas (RSLIC-Texas) since October 2000.

Pursuant to two consulting agreements, RSLIC and the Company pay to a wholly owned subsidiary of Rosenkranz & Company certain fees associated with the formulation of the business and investment strategies of the Company and its subsidiaries. These fees amounted to $4.9 million for the year ended December 31, 2004. These fees generally increase at an annual rate of 10% and are expected to be $5.4 million for calendar year 2005. Of the aggregate amounts paid for services rendered during the year ended December 31, 2004 pursuant to the consulting agreements, $3.1 million was earned by Mr. Rosenkranz due to his indirect and direct financial interests in Rosenkranz & Company. Management believes that the fees charged under these agreements are comparable to fees charged by unaffiliated third parties for consulting services of considerably narrower scope that the services provided thereunder. Pursuant to an expense allocation agreement, a subsidiary of the Company received periodic payments from a wholly-owned subsidiary of Rosenkranz & Company, Acorn Partners, and various other entities in which Mr. Rosenkranz has direct and indirect beneficial interests, in respect of expenses associated with certain shared office space, facilities and personnel. The total amount of these payments for 2004 was $3.8 million. During 2004, a subsidiary of the Company maintained investment management arrangements pursuant to a discrete investment program with entities in which Mr. Rosenkranz has a financial interest. Under such arrangements, asset-based and performance-based fees are paid to such entities, which also provide similar services to unaffiliated third parties on comparable terms. Management believes that such fees, which totaled $0.4 million in 2004, are comparable to fees charged by unaffiliated third parties in connection with similar investment programs. As of December 31, 2004, the amount invested under such arrangements was $15.0 million. Also during 2004, subsidiaries of the Company maintained limited partner investments in an investment partnership whose general partners are controlled by Mr. Rosenkranz and in which Mr. Rosenkranz has a financial interest and the subsidiaries of the Company have limited partner interests in such partnership. The amount of such investments, as of December 31, 2004, totaled $20.5 million. The partnership has waived, as to the Company's subsidiaries, the imposition of the management and incentive fees that otherwise apply to investments by its limited partners.

4/12/2004 Proxy Information

Pursuant to two consulting agreements, RSLIC and the Company pay to a wholly owned subsidiary of Rosenkranz & Company certain fees associated with the formulation of the business and investment strategies of the Company and its subsidiaries. These fees amounted to $4.5 million for the year ended December 31, 2003. These fees generally increase at an annual rate of 10.0% and are expected to be $4.9 million for calendar year 2004. Pursuant to a cost-sharing arrangement, a subsidiary of the Company received payments from a wholly-owned subsidiary of Rosenkranz & Company, Acorn Partners, and various other entities in which Mr. Rosenkranz has direct and indirect beneficial interests, in respect of expenses associated with the sharing of office space and office personnel. The total amount of these payments for 2003 was $3.6 million. Of the aggregate amounts paid for services rendered during the year ended December 31, 2003 pursuant to the consulting agreements, $2.6 million was earned by Mr. Rosenkranz due to his indirect and direct financial interests in Rosenkranz & Company. Management believes that the fees charged under these agreements are comparable to fees charged by unaffiliated third parties for consulting services of considerably narrower scope than the services provided thereunder. During 2003, subsidiaries of the Company and other companies in which the Company had a financial interest maintained arrangements with entities in which Mr. Rosenkranz has a financial interest, under which $21.4 million in assets are presently managed pursuant to a discrete investment program. Under such arrangement, asset-based and performance-based fees are paid to such entities, which also provide similar services to unaffiliated third parties on comparable terms. Management believes that such fees, which totaled $0.8 million in 2003, are comparable to fees charged by unaffiliated third parties in connection with similar investment programs. Also in 2003, subsidiaries of the Company transferred various investments having an aggregate market value of $24.3 million to a newly-formed investment partnership whose general partners are controlled by Mr. Rosenkranz and in which Mr. Rosenkranz has a financial interest in exchange for limited partner interests in such partnership in an amount of $18.0 million and $6.3 million in cash. The partnership has waived, as to the Company's subsidiaries, the imposition of the management and incentive fees that otherwise apply to investments by its limited partners.

Pursuant to various investment management agreements, subsidiaries of the Company paid a total of $332,097 in fees during 2003 to an investment advisor, Hyperion Capital Management, Inc. ("Hyperion"), of which Mr. Ranieri, who retired from the Company's Board of Directors in November 2003, is the Chairman. Management believes that the fees charged by Hyperion under the investment management agreements are comparable to the fees charged by other unaffiliated investment advisors for these types of services. In addition, in 2003, a subsidiary of the Company had an equity investment of $1.0 million in a limited partnership in which Mr. Ranieri held a substantial equity interest. The general partner of such partnership, which was formed in connection with the acquisition of a banking institution, was controlled by Mr. Ranieri. The terms of the Company's investment were the same as those of Mr. Ranieri's and the third party investors' in the partnership, and Mr. Ranieri did not receive any management fees or other compensation in respect of such investment.

Lawrence E. Daurelle has served as President and Chief Executive Officer of Reliance Standard Life Insurance Company (RSLIC), First Reliance Standard Life Insurance Company (FRSLIC) and Reliance Standard Life Insurance Company of Texas (RSLIC-Texas) since October 2000. He served as Vice President and Treasurer of Delphi Financial Group, Inc. from August 1998 to April 2001. From May 1995 until October 2000, Mr. Daurelle was Vice President and Treasurer of RSLIC, FRSLIC and RSLIC-Texas.

4/15/2003 Proxy Information

Pursuant to two consulting agreements, RSLIC and the Company pay to a wholly owned subsidiary of Rosenkranz & Company certain fees associated with the formulation of the business and investment strategies of the Company and its subsidiaries. These fees amounted to $4.1 million for the year ended December 31, 2002. These fees generally increase at an annual rate of 10.0% and are expected to be $4.5 million for calendar year 2003. Pursuant to a cost-sharing rrangement, a subsidiary of the Company received payments from a wholly-owned subsidiary of Rosenkranz & Company, Acorn Partners, and various other entities in which Mr. Rosenkranz has direct and indirect beneficial interests, in respect of expenses associated with the sharing of office space and office personnel. The total amount of these payments during 2002 was $1.6 million. Of the aggregate amounts paid for services rendered during the year ended December 31, 2002 pursuant to the consulting agreements, $2.3 million was earned by Mr. Rosenkranz due to his indirect and direct financial interests in Rosenkranz & Company. Management believes that the fees charged under these agreements are comparable to fees charged by unaffiliated third parties for consulting services of considerably narrower scope than the services provided thereunder. During 2002, subsidiaries of the Company and other companies in which the Company had a financial interest maintained arrangements with entities in which Mr. Rosenkranz has a financial interest, under which $33.5 million in assets are presently managed pursuant to a discrete investment program. Under such arrangement, asset-based and performance-based fees are paid to such entities, which also provide similar services to unaffiliated third parties on comparable terms. Management believes that such fees, which totaled $2.0 million in 2002, are comparable to fees charged by unaffiliated third parties in connection with similar investment programs.

Pursuant to various investment management agreements, subsidiaries of the Company paid a total of $211,019 in fees during 2002 to an investment advisor, Hyperion Capital Management, Inc. ("Hyperion"), of which Mr. Ranieri is the Chairman. Management believes that the fees charged by Hyperion under the investment management agreements are comparable to the fees charged by other unaffiliated investment advisors for these types of services. In addition, in 2002, a subsidiary of the Company made an equity investment of $1.0 million in a limited partnership in which Mr. Ranieri holds a substantial equity interest. The general partner of such partnership, which was formed in connection with the acquisition of a banking institution, is controlled by Mr. Ranieri. The terms of the Company's investment were the same as those of Mr. Ranieri's and the third party investors' in the partnership, and Mr. Ranieri does not receive any management fees or other compensation in respect of such investment.

During 1998, the Company entered into various reinsurance agreements with Oracle Reinsurance Company Ltd. ("Oracle Re"), a wholly-owned subsidiary of Delphi International Ltd. ("Delphi International"), an independent Bermuda insurance holding company of which Mr. Rosenkranz was the Chairman of the Board and beneficially owned approximately 26.8% of the common stock, and of which Messrs. Fox, Ilg, Ranieri, Rhodes and Smith also served as directors through March 2002, when its voluntary liquidation was completed. In October 2001, Oracle Re and the Company consummated the commutation of their reinsurance agreements, pursuant to which Oracle Re paid approximately $84.0 million to the Company (net of $11.5 million which had been held by the Company) related to the reserves ceded to Oracle under such agreements. Also during 1998, the Company and certain of its subsidiaries purchased 9% subordinated notes from Delphi International with a principal amount of $40 million, of which notes with a principal amount of $10 million were subsequently sold to an unaffiliated entity. Such notes were scheduled to mature in full in January 2028. In furtherance of the commutation of the reinsurance agreements, in October 2001, the Company agreed to waive certain amounts due to the Company under these notes, and in March 2002, Delphi International repaid the amount due under the subordinated notes as reduced by the amount of the waiver. The waiver amount was approximately $7.5 million. In January 1998, the Company provided a five-year loan to Robert M. Smith, Jr., Executive Vice President of the Company in the amount of $131,160 to finance a portion of the costs of his purchase of common stock of Delphi International. Interest accrued on such loan at the rate charged to the Company under its senior bank revolving credit facility (LIBOR plus 0.45%). The Delphi International common shares purchased were pledged to the Company to secure the loan, and the Company had recourse only against such common shares. In March 2002, the Company received proceeds of $152,957, representing the liquidating distribution by Delphi International on such common shares, in full settlement of the principal and interest due on the loan of $167,003.