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)

May 4 2009

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 5.02DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On May 7, 2009, the registrant issued a news release announcing the retirement of its Chief Financial Officer, Craig Eisenacher. A copy of the news release announcing the retirement is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Mr. Eisenacher resigned from the position of Executive Vice President and Chief Financial Officer effective May 4, 2009.

In addition, the registrant announced the appointment of Dominic J. Addesso to the position of Executive Vice President and Chief Financial Officer of the registrant, effective May 8, 2009. Mr. Addesso, age 55, had been with Munich Re America since 1997, in various senior executive positions, most recently as President of the Regional Clients division since 2007 and President of the Direct Treaty division from 2002 to 2007. Prior to Munich Re America, Mr. Addesso had been Executive Vice President and Chief Financial Officer of Selective Insurance Group in addition to other senior positions with the company, since 1978.

On May 6, 2009, the registrant entered into an Employment Agreement with Mr. Addesso, effective May 8, 2009.

The material terms of the Employment Agreement are as follows:

Term: May 8, 2009 to May 7, 2010

Annual Salary: $500,000

Bonus: Eligible to participate in Annual Incentive Plan (discretionary plan) for a

target bonus up to $500,000

Restricted Shares: $500,000 of restricted shares upon approval by the registrant’s compensation committee,

in accordance with the 2002 Stock Incentive Plan as amended May 2006

Change of Control: Eligible to participate in the Senior Executive Change of Control Plan as amended and

restated effective January 1, 2009

Termination Clause: Restricted shares will fully vest and separation payment of $500,000 will be made upon

termination for other than misconduct or breach of Company policies

A copy of the Employment Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No. Description

10.1 Employment Agreement with Dominic J. Addesso

99.1 News Release of the Registrant dated May 7, 2009

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/ KEITH T. SHOEMAKER                                    

Keith T. Shoemaker

Vice President and Comptroller,

Principal Accounting Officer

Dated: May 8, 2009

EXHIBIT INDEX

Exhibit

Number Description of Document Page No.

10.1 Employment Agreement with Dominic J. Addesso 5

99.1 News Release of the Registrant dated May 7, 2009 9

EX-10

[Letterhead]

Everest Re Group, Ltd.

Wessex House

45 Reid Street, 2nd Floor

Hamilton HM DX, Bermuda

May 5, 2009

Dominic J. Addesso

261 Squaw Trail

Andover, New Jersey 07821

Re: Employment Agreement

Dear Mr. Addesso:

This letter (“Agreement”) is to confirm that Everest Global Services, Inc. (“Company”) wishes to make you an offer of employment subject to the following terms and conditions. The term “Group” as used in this letter shall refer to Everest Re Group, Ltd. and all its subsidiaries and affiliates as now or hereafter constituted.

1.	(a)	The terms of this Agreement will commence on May 8, 2009 and, unless terminated sooner or unless extended in writing, will terminate on May 7, 2010.
	(b)	You will be employed by the Company as Executive Vice President and Chief Financial Officer.
	(c)	During the term of your employment, you shall not engage in any activities competitive with the business of the Group or detrimental to the best interests of the Group.
2.	(a)	As compensation for your services to the Company during the term of your employment, the Company shall pay you a salary at the rate of $500,000 per annum payable according to the Company’s normal payroll schedule, subject to increases, if any, as determined and approved by the Compensation Committee of Everest Re Group, Ltd.
	(b)	In addition to your salary, you will be eligible to participate in Everest Re Group, Ltd.’s Annual Incentive Plan as implemented by the Company. It is understood that this bonus plan is entirely discretionary in nature and may be amended or terminated by Group at any time with or without prior notice to you. For March 2010, you will be eligible for a target bonus of up to $500,000.
	(c)	Within 30 days of your employment, you will be granted restricted shares of Everest Re Group, Ltd. stock valued at approximately $500,000 in accordance with the Company’s 2002 Stock Incentive Plan as Amended May 2006. This grant is subject to approval by the Everest Re Group, Ltd. Compensation Committee.  Restricted shares vest twenty percent per year over a five-year period while you remain employed with the Company.

D. Addesso

May 5, 2009

(d) You are eligible to participate in the Senior Executive Change of Control Plan as amended and restated effective January 1, 2009. A copy of the Plan is enclosed with this Agreement. Subject to approval by the Everest Re Group, Ltd. Compensation Committee, you will receive a letter confirming your Change of Control participation within 30 days of your employment.  

3. Vacation days will be earned on a prorated basis throughout the year under the Everest Vacation Plan. You will be eligible to earn 17 paid vacation days in 2009 and 25 paid vacation days annually thereafter.

4.	(a)	The Company has the right to terminate your employment prior to the termination date of this Agreement for reasons other than misconduct or a breach of Company policies. In such event, all remaining restricted shares granted in Paragraph 2(c) of this Agreement shall immediately be vested and a separation payment of $500,000 will be made to you. “Misconduct” shall be defined as any activity as set forth in Paragraph 4(c) below.
	(b)	During, and for a period of 1 year after the termination of employment with the Company, you will not: (i) knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries, or affiliated entities, and any customer, client, supplier, or agent; (ii) solicit, or assist any other entity in soliciting for employment, any person known to you to be an agent or executive employee of the Company, its subsidiaries or affiliated entities; or (iii) except where the termination of employment occurs as a result of the expiration of the term of this Agreement, accept any position of employment as an executive officer of any company engaged in the property and casualty insurance or reinsurance business.
	(c)	The Company may terminate your employment for cause at any time during the term of this Agreement without prior notice to you. In that event, your employment with the Company shall forthwith be terminated, and except as may be required under Paragraph 4(a) above, the Company shall have no further obligations to you. Termination for cause shall mean a termination of your employment on account of: (i) willful misfeasance or gross negligence by you in a matter of material importance to the conduct of the Group’s affairs; (ii) your negligence having an adverse effect, financial or otherwise, on the Group or on the conduct of the Group’s affairs; (iii) a material breach by you of your obligations under this Agreement or your refusal to satisfactorily perform any duties reasonably required hereunder, after notification by the Company of such breach or refusal and your refusal or failure to remedy such breach within 10 days of such notification; or (iv) your conviction or indictment for a criminal offense.
5.		You recognize that, by reason of your employment hereunder, you may acquire confidential information and trade secrets concerning the operation of the Group and of the clients of the Group, the use or disclosure of which could cause the Group substantial loss and damages that could not be readily calculated and for which no remedy under applicable law would be adequate. Accordingly, you covenant and agree with the Company that you will not, either during the term of your employment hereunder or at any time thereafter, disclose, furnish or make accessible to any person, firm or corporation (except in the ordinary course of business in performance of your obligations to the Group hereunder or with the prior written consent of the Company pursuant to authority granted by a resolution of the Company) any confidential information that you have learned or may learn by reason of your association with the Group. As used in this Paragraph 5, the term “confidential information” shall include, without limitation, information not previously disclosed to the public or any governmental agency by

D. Addesso

May 5, 2009

the Group with respect to the business or affairs of the Group including, without limitation, information relating to business opportunities, trade secrets, systems, techniques, procedures, methods, inventions, facilities, financial information, business plans or prospects. Upon termination of this Employment Agreement, you shall immediately return to the Company all documents, records and information in your possession (whether in paper or electronic format) and shall affirmatively confirm and represent that you have not retained any copies thereof.

6.

Without intending to limit the remedies available to the Company, you acknowledge that a breach of the covenants and agreements contained in Paragraph 5 of this Agreement may result in material irreparable injury to the Group for which there is no adequate remedy at law and that it will not be possible to precisely measure damages for such injuries. Therefore, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining you from engaging in activities prohibited by Paragraph 5 or such other relief as may be required specifically to enforce any of the covenants in such Paragraph. You agree to reimburse and indemnify the Company for all legal fees and costs.

7.

This Agreement will be binding upon and inure to the benefit of you and the Company and any successors and assigns of the business of the Company.

8.	This Agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding your employment and/or this Agreement shall be deemed to exist or to bind any of the parties hereto.
9.	The terms of this Agreement may not be modified or amended except by written instrument signed by the Company and you.
10.	The validity, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of New Jersey.
11.	Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficiently given if delivered in person, or mailed by certified first class, postage prepaid, or sent by a reputable overnight courier service. Notices shall be deemed given as of the date delivered.
12.	If any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof.

D. Addesso

May 5, 2009

By signing this letter in the space provided below, you acknowledge the Company has recommended that you consult with an attorney prior to commencing your employment under the terms set forth in this Agreement.

Your signature below also acknowledges that you are hereby given ten days to consider this Agreement and that the ten-day period is sufficient time for you to review and evaluate the terms and conditions set out above.

Sincerely,

/S/JOSEPH V. TARANTO

Joseph V. Taranto

Chairman and Chief Executive Officer

CONFIRMED AND ACCEPTED:

/S/ DOMINIC J. ADDESSO May 6, 2009

Dominic J. Addesso Date

EX-99

        NEWS RELEASE

EVEREST RE GROUP, LTD.

Wessex House, 45 Reid Street, 2^nd 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, Ltd. Appoints Dominic Addesso Chief Financial Officer

HAMILTON, Bermuda – May 7, 2009 -- Everest Re Group, Ltd. (NYSE: RE) announced today that it has appointed Dominic J. Addesso to the position of Executive Vice President and Chief Financial Officer, effective May 8, 2009.

Mr. Addesso joins Everest from Munich Re America where he held the position of President of its Regional Clients division. Prior to joining Munich Re America in 1997, Mr. Addesso had been Chief Financial Officer of Selective Insurance Group (NASDAQ: SIGI). He has more than 30 years insurance industry experience with broad knowledge across the financial and operating disciplines of a company. Mr. Addesso is a graduate of the University of Notre Dame and is also a member of the American Institute of CPAs.

Mr. Joseph V. Taranto, Chairman and Chief Executive Officer, said “We are very pleased to have a seasoned executive of Dom’s caliber join the Everest team. His financial management and operating expertise will be instrumental in the continued success of our organization.” Ralph E. Jones III, President and Chief Operating Officer, said, “I have known Dom for many years. He will be an outstanding addition to our management team.”

Mr. Addesso succeeds Craig Eisenacher who has announced his plans to retire. Mr. Eisenacher will be assisting during the transition period to ensure continuity through the end of the year. We want to thank Craig for his many contributions to Everest and wish him well in his retirement.

Everest Re Group, Ltd. is a Bermuda holding company that operates through the following subsidiaries: Everest Reinsurance Company provides reinsurance to property and casualty

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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 Reinsurance Company (Ireland), Limited provides reinsurance to nonlife insurers in Europe. 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.

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