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)

September 25, 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 September 25, 2009, the registrant executed an Amendment to the Employment Agreement with Joseph V. Taranto, effective September 25, 2009.

The material terms of the Amendment of Employment Agreement are as follows:

Term:                                   To December 31, 2010

Cash Payment: $2,500,000 upon execution of Amendment of Employment Agreement as consideration for extending his employment with and continuing to provide services

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

                       The remaining terms of Mr. Taranto’s employment agreement, which are summarized in the registrant’s proxy statement dated April 9, 2009, continue in effect.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)                       Exhibits

                         Exhibit No.          Description

                          10.1                    Amendment of Employment Agreement with

                                                           Joseph V. Taranto

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/ DOMINIC J. ADDESSO           

Dominic J. Addesso

Executive Vice President and

Chief Financial Officer

Dated: October 1, 2009

EXHIBIT INDEX

Exhibit

Number Description of Document Page No.

10.1 Amendment of Employment Agreement with

Joseph V. Taranto 5

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”); and

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

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

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; and

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; and

WHEREAS, the Employment Agreement was further amended on August 31, 2005, extending the term of Taranto’s employment to March 31, 2008; and

WHEREAS, the Employment Agreement was further amended on April 5, 2007, extending the term of Taranto’s employment to December 31, 2009; and

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; and

WHEREAS, in consideration for and as an inducement to Taranto extending his employment with and continuing to provide services to Holdings, Everest Services and the Company and amending the Employment Agreement as set forth herein, Everest Services shall, upon Taranto’s execution of this Amendment, remit to Joseph V. Taranto a cash payment in the amount of $2,500,000.00 (two million five-hundred thousand U.S. dollars);

NOW, THEREFORE, the Employment Agreement is hereby amended, effective as of September 25, 2009, 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, 2000 (the ‘Appointment Date’) and shall continue through December 31, 2010, unless sooner terminated in accordance with this Agreement.”

IN WITNESS WHEREOF, the parties have executed this amendment to the Employment Agreement as of September 25, 2009.

EVEREST REINSURANCE EVEREST REINSURANCE COMPANY

HOLDINGS, INC.

/S/ SANJOY MUKHERJEE                                                        /S/ SANJOY MUKHERJEE  

Sanjoy Mukherjee Sanjoy Mukherjee

Senior Vice President Senior Vice President

EVEREST RE GROUP, LTD. EVEREST GLOBAL SERVICES, INC.

/S/ SANJOY MUKHERJEE                                                        /S/ SANJOY MUKHERJEE  

Sanjoy Mukherjee Sanjoy Mukherjee

Senior Vice President Senior Vice President

                                         /S/ JOSEPH V. TARANTO   

                                                        Joseph V. Taranto