Exhibit 1.2
Pricing
Agreement
Wachovia Capital Markets,
LLC
December 1, 2005
Ladies and Gentlemen:
Everest Re Group, Ltd., a Bermuda
company (the “Company”), proposes, subject to the terms
and conditions stated herein and in the Underwriting Agreement,
dated December 1, 2005 (the “Underwriting
Agreement”), to issue and sell, and Everest Reinsurance
Holdings, Inc., a Delaware corporation (the “Selling
Stockholder”), proposes, subject to the terms and conditions
stated herein and in the Underwriting Agreement to sell, in each
case to the Underwriters named in Schedule I hereto (the
“Underwriters”) the Shares specified in Schedule II
hereto (the “Designated Shares” consisting of Firm
Shares and any Optional Shares the Underwriters may elect to
purchase). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be
deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of
this Pricing Agreement and the Applicable Time in relation to the
Pricing Prospectus as amended or supplemented relating to the
Designated Shares which are the subject of this Pricing Agreement.
Each reference to the Representatives herein and in the provisions
of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms
defined in the Underwriting Agreement are used herein as therein
defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the
Designated Shares pursuant to Section 13 of the Underwriting
Agreement and the address of the Representatives referred to in
such Section 13 are set forth at the end of Schedule II
hereto.
An amendment to the Registration
Statement, or a supplement to the Prospectus, as the case may be,
relating to the Designated Shares, in the form heretofore delivered
to you is now proposed to be filed with the Commission.
Subject to the terms and conditions
set forth herein and in the Underwriting Agreement incorporated
herein by reference, (a) the Company agrees to issue and sell
and the Selling Stockholder agrees to sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company and the Selling
Stockholder, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule
I hereto and (b) in the event and to the extent that the
Underwriters shall exercise the election to purchase Optional
Shares, as provided below, the Company agrees
