8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 5, 2007

Everest Re Group, Ltd.

 

(Exact name of registrant as specified in its charter)

Bermuda	1-15731	98-0365432
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
Wessex House – 2nd Floor 45 Reid Street PO Box HM 845 Hamilton HM DX, Bermuda		Not Applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 441-295-0006

Not Applicable

 

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 5, 2007, the registrant entered into an amendment of the Employment Agreement with Joseph V. Taranto, its Chairman and Chief Executive Officer, a copy of which amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference. The amendment extends the term of Mr. Taranto’s employment until December 31, 2009. The registrant also entered into an amendment of the Change of Control Agreement with Joseph V. Taranto, a copy of which amendment is filed herewith as Exhibit 10.2 and incorporated herein by reference. The amendment changes the termination date of Mr. Taranto’s Change of Control Agreement to December 31, 2009.

Item 7.01 REGULATION FD DISCLOSURE

On April 6, 2007, the registrant issued a news release announcing the extension of the Chairman and Chief Executive Officer’s employment agreement. A copy of that news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No. Description

10.1 Amendment of Employment Agreement with

Joseph V. Taranto

10.2 Amendment of Change of Control Agreement with

Joseph V. Taranto

99.1 News Release of the registrant,

dated April 6, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EVEREST RE GROUP, LTD.
By:	/s/ CRAIG EISENACHER
	Craig Eisenacher Executive Vice President and Chief Financial Officer

Dated: April 6, 2007

EXHIBIT INDEX

Exhibit

Number Description of Document Page No.

10.1 Amendment to Employment Agreement

with Joseph V. Taranto 5

10.2 Amendment to Change of Control Agreement

with Joseph V. Taranto 8

99.1 News Release of the registrant,

dated April 6, 2007 10

EX-10

AMENDMENT OF

EMPLOYMENT AGREEMENT

WHEREAS, Everest Reinsurance Company (the “Company”), Everest Reinsurance Holdings, Inc. (“Holdings”) and Joseph V. Taranto (“Taranto”) were parties to an employment agreement effective as of January 1, 2000 (as amended to date, the “Employment Agreement”);

WHEREAS, pursuant to a restructuring of Holdings, Holdings became a wholly-owned subsidiary of Everest Re Group, Ltd. (“Everest Group”);

WHEREAS, in connection with the restructuring, Everest Group established a wholly-owned subsidiary, Everest Global Services, Inc. (“Everest Services”);

WHEREAS, the Employment Agreement was thereafter amended in connection with the restructuring to reflect the restructuring and the establishment of Everest Services and Taranto’s employment by Everest Services and Holdings;

WHEREAS, (a) Taranto has previously transferred to employment with Everest Services; (b) as required under the Employment Agreement, Everest Services has been substituted for the Company under the Employment Agreement; (c) Everest Services has adopted and has become a party to the Employment Agreement under which Taranto provides services for the Company, Everest Group and Holdings and those companies have agreed to cause payment to be made to Taranto for such services; and (d) the Employment Agreement has been previously amended to reflect all of the foregoing transactions;

WHEREAS, the Employment Agreement was further amended on August 31, 2005, extending the term of Taranto’s employment to March 31, 2008, in consideration for which amendment Everest Group took the following actions, which prior actions shall remain in full force and effect:

(a) Everest Group awarded to Taranto 40,000 fully paid restricted shares in accordance with the Everest Re Group, Ltd. 2002 Stock Incentive Plan;

(b) Everest Group amended all prior Restricted Stock Award Agreements to which Taranto is a party under the Everest Re Group, Ltd. 2002 Stock Incentive Plan, replacing Paragraph 3(a) thereof in its entirety with the following new Paragraph 3(a):

“(a) The Participant shall become vested in the Covered Shares on March 31, 2008, provided his employment has not been terminated for cause as that term is defined in the Participant’s Employment Agreement with the Corporation or its subsidiaries, and further provided that such accelerated vesting shall be effective only if the operation thereof would not cause the Covered Shares to be treated, in whole or in part, as “deferred compensation” for purposes of section 409A of the Internal Revenue Code. The Participant shall also become vested in the Covered Shares as of the Date of Termination prior to the date the Covered Shares would

otherwise become vested, if the Date of Termination occurs by reason of the Participant’s death or disability.”

(c) Everest Group amended all Non-Qualified Stock Option Award Agreements to which Taranto is a party under the Everest Re Group, Ltd. 2002 Stock Incentive Plan by replacing Paragraph 2(c) thereof in its entirety with the following new Paragraph 2(c):

“(c) Notwithstanding the foregoing, the options shall become fully vested and exercisable as follows:

(i) on March 31, 2008, provided that Participant’s employment has not been terminated for cause as that term is defined in Participant’s Employment Agreement with the Corporation or its Subsidiaries, and further provided that such accelerated vesting shall be effective only if the operation thereof would not cause the options to be treated, in whole or in part, as “deferred compensation” for purposes of section 409A of the Internal Revenue Code; or

(ii) if the Participant retires after attaining age 65, or earlier with the consent of the Corporation; or

(iii) if the Participant’s employment is terminated by death or disability as determined by the Committee.”

WHEREAS, the parties have now agreed to a further modification to the Employment Agreement and it is now desirable to amend the Employment Agreement to reflect such modification; and

WHEREAS, the Company, Holdings, Everest Group and Everest Services have consented to such amendment.

NOW, THEREFORE, the Employment Agreement is hereby amended, effective as of April 5, 2007, by substituting the following for Section 2 of the Employment Agreement:

“2. Term.

The term of employment under this Agreement shall commence as of January 1, 2001 (the ‘Appointment Date’) and shall continue through December 31, 2009, unless sooner terminated in accordance with this Agreement.”

IN WITNESS WHEREOF, the parties have executed this amendment to the Employment Agreement as of April 5, 2007.

EVEREST REINSURANCE HOLDINGS, INC.		EVEREST REINSURANCE COMPANY
/s/ SANJOY MUKHERJEE		/s/ SANJOY MUKHERJEE
Sanjoy Mukherjee Senior Vice President		Sanjoy Mukherjee Senior Vice President
EVEREST RE GROUP, LTD.		EVEREST GLOBAL SERVICES, INC.
/s/ SANJOY MUKHERJEE		/s/ SANJOY MUKHERJEE
Sanjoy Mukherjee Senior Vice President		Sanjoy Mukherjee Senior Vice President
	/s/ JOSEPH V. TARANTO
	Joseph V. Taranto

EX-10

AMENDMENT OF

CHANGE OF CONTROL AGREEMENT

WHEREAS, Everest Reinsurance Company (the “Company”), Everest Reinsurance Holdings, Inc. (“Holdings”) and Joseph V. Taranto (“Taranto”) were parties to a Change of Control Agreement effective as of July 15, 1998 (as amended to date, the “Change of Control Agreement”);

WHEREAS, pursuant to a restructuring of Holdings, Holdings became a wholly-owned subsidiary of Everest Re Group, Ltd. (“Everest Group”);

WHEREAS, in connection with the restructuring, Everest Group established a wholly-owned subsidiary, Everest Global Services, Inc. (“Everest Services”);

WHEREAS, the Change of Control Agreement was thereafter amended in connection with the restructuring to reflect the restructuring and the establishment of Everest Services and Taranto’s employment by Everest Services and Holdings;

WHEREAS, (a) Taranto has previously transferred to employment with Everest Services; (b) Everest Services has been substituted for the Company under the Change of Control Agreement; (c) Everest Services has adopted and has become a party to the Change of Control Agreement; and (d) the Change of Control Agreement has been previously amended to reflect all of the foregoing transactions;

WHEREAS, the parties have now agreed to a further modification to the Change of Control Agreement and it is now desirable to amend the Change of Control Agreement to reflect such modification; and

WHEREAS, the Company, Holdings, Everest Group and Everest Services have consented to such amendment;

NOW, THEREFORE, the Change of Control Agreement is hereby amended, effective as of April 5, 2007, by substituting the following for Paragraph F of Section 3 of the Change of Control Agreement:

“F.This Agreement shall terminate on the earliest of: (i) one year following a Material Change; (ii) termination by Taranto of his employment with the Company under circumstances not following a Material Change; (iii) the Company’s termination of Taranto’s employment for Due Cause; or (iv) December 31, 2009, or any date thereafter, provided that sixty days prior written notice of termination of this Agreement is given to Taranto by the Company and Holdings, and further provided that such written notice of termination shall not be effective during any period of time when the Board or Holdings’ Board is aware of any circumstance which could reasonably be expected to result in a Material Change. Termination of this Agreement shall not relieve the Company and Holdings from their respective obligations to Taranto

under this Agreement relating to a Material Change which occurs prior to such termination.”

IN WITNESS WHEREOF, the parties have executed this amendment to the Change of Control Agreement as of April 5, 2007.

EVEREST REINSURANCE HOLDINGS, INC.		EVEREST REINSURANCE COMPANY
/s/ SANJOY MUKHERJEE		/s/ SANJOY MUKHERJEE
Sanjoy Mukherjee Senior Vice President		Sanjoy Mukherjee Senior Vice President
EVEREST RE GROUP, LTD.		EVEREST GLOBAL SERVICES, INC.
/s/ SANJOY MUKHERJEE		/s/ SANJOY MUKHERJEE
Sanjoy Mukherjee Senior Vice President		Sanjoy Mukherjee Senior Vice President
	/s/ JOSEPH V. TARANTO
	Joseph V. Taranto

EX-99.1

NEWS RELEASE

EVEREST RE GROUP, LTD.

Wessex House, 45 Reid Street, 2nd Floor, Hamilton HM DX, Bermuda

Contact:

Elizabeth B. Farrell

Vice President, Investor Relations

Everest Global Services, Inc.

908.604.3169 For Immediate Release

Everest Re Group Announces Extension of CEO Employment Agreement

HAMILTON, Bermuda – April 6, 2007 -- Everest Re Group, Ltd. (NYSE: RE) announced today that the employment agreement of Mr. Joseph V. Taranto, Chairman and Chief Executive Officer, has been extended to December 31, 2009.

Everest Re Group, Ltd. is a Bermuda holding company that operates through the following subsidiaries: Everest Reinsurance Company provides reinsurance to property and casualty insurers in both the U.S. and international markets. Everest Reinsurance (Bermuda), Ltd., including through its branch in the United Kingdom, provides reinsurance and insurance to worldwide property and casualty markets and reinsurance to life insurers. Everest National Insurance Company and Everest Security Insurance Company provide property and casualty insurance to policyholders in the U.S. Everest Indemnity Insurance Company offers excess and surplus lines insurance in the U.S. Additional information on Everest Re Group companies can be found at the Group's web site at www.everestre.com.