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;
an