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
