FIRST AMENDMENT TO STANDBY

13879370v5 24740.00061

Pricing

Level

Commitment

Utilization

Ratio

Commitment Fee

≥ 50%

0.125%

< 50%

0.225%

EXECUTION VERSION

FIRST AMENDMENT TO STANDBY

LETTER OF CREDIT AGREEMENT

This

FIRST AMENDMENT TO STANDBY

LETTER OF CREDIT AGREEMENT

, dated as of May 5, 2021

(this “Amendment”), is by and

among EVEREST REINSURANCE (BERMUDA), LTD., a company incorporated

and

existing

under

the

laws

Bermuda

(the

“Account

Party”),

and

XXXXX

FARGO

BANK,

NATIONAL

ASSOCIATION, a national

banking association ( “Bank”).

RECITALS

The

Account

Party

and

Bank

are

parties

Standby

Letter

Credit

Agreement,

dated

February 23, 2021 (the “Agreement”),

pursuant to which Bank has made available

to the Account Party a

letter of credit facility for the issuance of standby letters of credit.

Capitalized terms used but not defined

herein shall have the meanings assigned to such terms

in the Agreement.

The parties now desire to amend the Agreement on the terms

and conditions set forth herein.

STATEMENT

OF AGREEMENT

The parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO AGREEMENT

1.1

Amendments

Section

(Defined

Terms)

Section

the

Agreement

hereby

amended by adding the following defined terms:

“

Applicable Margin

” means the corresponding percentage per annum as set forth

below

based

the

percentage

ratio

(the

“Commitment

Utilization

Ratio”)

Outstanding

Letters of Credit to the Commitment:

“

Foreign Currency Sublimit

” means the Foreign Currency Equivalent

of $50,000,000.

1.2

Amendment to

Commitment Amount

The definition

of “Commitment”

in Section

1 of

the Agreement is hereby amended by replacing

“$50,000,000” in such definition with “$500,000,000”.

1.3

Amendment

Commitment

Termination

Date

The

defin

ition

“Commitment

Termination

Date”

in Section

1 of

the Agreement

is hereby

amended by

replacing “February

22, 2022”

with “May 5, 2023”.

13879370v5 24740.00061

1.4

Amendment to Section 2(a)

Section 2(a) of the Agreement is

hereby amended by adding

the following proviso to the end of the first

sentence in such Section:

“; provided, that no Letter of

Credit shall be issued

if (i) the Stated Amount

thereof upon issuance,

when added to the Outstanding Letters of Credit, would

exceed the Commitment at such time or

(ii) if such Letter of Credit is denominated in a Foreign Currency, the Stated Amount thereof upon

issuance, when

added to

the Outstanding

Letters

of Credit

denominated in

a Foreign

Currency,

would exceed the Foreign

Currency Sublimit at such time.

1.5

Amendment to

Commi

tment Fee

Section 2(i)(ii)

of the

Agreement

is hereby

amended

and restated as follows:

“(ii)

a non

refundable commitment fee

(a “

Commitment Fee

”), for each calendar

quarter (or

portion thereof)

at a

per annum

rate

equal to

the Applicable

Margin in

effect

for such

fee from

time

the

average

daily

aggregate

unused

portion

the

Commitment,

payable

arrears (A) on the last Business Day of each calendar quarter,

beginning with the first such day to

occur

after

the

Closing

Date

through

the

Commitment

Termination

Date

and

(B)

the

Commitment Termination

Date; and”.

1.6

Amendment to Letter of Credit Fee

Section 2(i)(iii) of the Agreement is hereby amended

by replacing “0.425%” with “0.375%”.

ARTICLE II

CONDITIONS OF EFFECTIVENESS

2.1

This

Amendment

shall

become

effective

when,

and

only

when,

each

the

following

conditions precedent shall have been

satisfied:

(a)

Bank shall

have

received

a duly

executed

counterpart

of this

Amendment from

the Account Party; and

(b)

The Account Party

shall have paid

to Bank (i) a

non

refundable upfront

fee in an

aggregate amount equal to 0.05% of the Commitment

(after giving effect to this Amendment),

and (ii) all

reasonable, documented

out-of-pocket

costs and

expenses of

Bank in

connection with

the preparation,

negotiation, execution and delivery of this

Amendment (including, without limitation, the

reasonable fees

and out-of-pocket

expenses of counsel for Bank with respect

thereto).

ARTICLE III

REPRESENTATIONS

AND WARRANTIES

To induce Bank to enter into this

Amendment, the Account Party represents and

warrants to Bank

that (i) the representations

and warranties contained

in the Agreement and

the other Credit Documents

are true and

correct in all

material respects as

of the

date hereof, both immediately before and

after giving

effect to

this Amendment, except

for any

representation

and warranty

that is qualified

by materiality or

reference

to Material

Adverse

Effect,

which such

representation

and warranty

is true

and correct

in all

respects, on and as of the date hereof (except for any

such representation and warranty

that by its terms

is made

only as

of an

earlier date,

which representation

and warranty

is true

and correct

in all

material

13879370v5 24740.00061

respects

such

earlier

date,

except

for

any

such

representation

and

warranty

that

qualified

materiality or

reference

to Material

Adverse Effect,

which such representation

and warranty

is true and

correct in

all respects

as of

such earlier

date) and

(ii) no Default

or Event

of Default

has occurred

and is

continuing, both immediately before

and immediately after giving effect

to this Amendment.

ARTICLE IV

ACKNOWLEDGMENT AND CONFIRMATION

The Account

Party

hereby

confirms

and agrees

that after

giving effect

to this

Amendment,

the

Agreement and

the other Credit

Documents remain

in full force

and effect

and enforceable

against it

accordance

with

their

respective

terms

and

shall

not

discharged,

diminished,

limited

otherwise

affected in any respect,

and the amendments to the Agreement made

pursuant to this Amendment shall

not,

any

manner,

construed

constitute

payment

of,

impair,

limit,

cancel

extinguish,

constitute a novation in respect of, the Obligations of the Account Party evidenced by

or arising under the

Agreement

and

the

other

Credit

Documents,

which

shall

not

any

manner

impaired,

limited,

terminated, waived or

released, but shall continue in

full force and effect.

The Account Party represents

and warrants

to Bank

that it

has no

knowledge

of any

claims, counterclaims,

offsets,

or defenses

to or

with respect

to its

obligations under

the Credit

Documents, or

if the Account

Party has

any such

claims,

counterclaims,

offsets,

defenses

the

Credit

Documents

any

transaction

the

Credit

Documents, the same are hereby waived,

relinquished, and released in consideration

of the execution of

this Amendment.

This acknowledgment and confirmation by the Account

Party is made and delivered to

induce Bank to enter into

this Amendment.

The Account Party acknowledges

that Bank would not enter

into this Amendment in the absence of the acknowledgment and confirmation

contained herein.

ARTICLE V

MISCELLANEOUS

5.1

Credit Document

From and after the date hereof (a) all references to the Agreement set

forth

any

Credit

Document

other

agreement

instrument

shall,

unless

otherwise

specifically

provided,

references

the

Agreement

amended

this

Amendment

and

may

further

amended, modified,

restated or supplemented from

time to

time, and

(b) this

Amendment shall constitute

a Credit Document and

all provisions of the

Agreement and the other Credit

Documents applicable hereto

shall be deemed

to be incorporated

herein by reference.

Nothing herein shall

be deemed to

entitle the

Account Party or any other

party to a consent to,

or a waiver,

amendment, modification or other change

of, any of the terms, conditions, obligations, covenants or agreements contained in the Agreement or any

other Credit Document in similar or different

circumstances.

5.2

Governing Law

This Amendment

shall be

governed

by and

construed

and enforced

accordance

with

the

laws

the

State

New

York

(without

regard

the

conflicts

law

provisions

thereof).

5.3

Severability

the extent

any provision

of this

Amendment is

prohibited by

or invalid

under the applicable law of

any jurisdiction, such provision

shall be ineffective

only to the extent

of such

13879370v5 24740.00061

prohibition or invalidity

and only in

any such jurisdiction,

without prohibiting or

invalidating such provision

in any other jurisdiction or the remaining provisions

of this Amendment in any jurisdiction.

5.4

Successors and Assigns

This Amendment shall

be binding upon,

inure to the

benefit of

and be enforceable by the respective

successors and permitted assigns of the parties hereto.

5.5

Construction

The headings of

the various sections

and subsections of

this Amendment

have been

inserted for

convenience only

and shall not

in any

way affect

the meaning or

construction of

any of the provisions hereof.

5.6

Integration; Counterparts

This Amendment constitutes the entire contract

among the

parties hereto with respect to the subject matter

hereof and supersedes any and all prior

agreements

and understandings, oral or written,

relating to the subject matter hereof.

This Amendment may be

executed and delivered

via facsimile or electronic mail with the same force

and effect as if an original

were executed and may

be signed in any number of counterparts, each of which

shall be an original,

with the same effect as if the signatures

hereto were upon the same instrument.

The words “execution,”

“signed,”

“signature,”

and words of like import in this Amendment

shall be deemed to include electronic

signatures or the keeping of records

in electronic form, each of which shall be of the same

legal effect,

validity or enforceability as a manually

executed signature or the use

of a paper-based recordkeeping

system, as the case may

be, to the extent and as provided

for in any applicable law,

including the

Federal Electronic Signatures

in Global and National Commerce Act, the New York

State Electronic

Signatures and Records Act, or

any other similar state laws

based on the Uniform Electronic Transactions

Act. For the avoidance of doubt, the authorization

under this paragraph may include,

without limitation,

use or acceptance by Bank of a manually signed letter

which has been converted into electronic

form

(such as scanned into “.pdf”

format), or an electronically signed letter

converted into another format,

for transmission, delivery and/or

retention.

5.7

Expenses

. The Account Party

shall (i) pay all

reasonable, documented fees

and expenses

counsel

Bank

and

(ii)

reimburse

Bank

for

all

reasonable,

documented

out-of-pocket

costs

and

expenses, in each case, in connection with the preparation, negotiation, execution

and/or delivery of this

Amendment.

[signatures follow]

IN WITNESS WHEREOF

, the parties hereto have caused this

Amendment to be executed by

their duly authorized officers as of the date

first above written.

EVEREST REINSURANCE (BERMUDA), LTD.

By:

/S/ XXXXXXXXXXX X. XXXXXX

Name:

Xxxxxxxxxxx X. Xxxxxx

Title:

Mana

ging Director and Chief Executive

Officer

Signature Page to First Amendment to Standby Letter

of Credit

XXXXX FARGO BANK,

NATIONAL

ASSOCIATION

By:

/S/ XXXXXXX X. XXXXX

Name:

Xxxxxxx X. Xxxxx

Title:

Managing Director

XXXXX FARGO BANK, NATIONAL

ASSOCIATION

By:

/S/ XXXXXXX X. XXXXX

Name:

Xxxxxxx X. Xxxxx

Title:

Managing Director

Signature Page to First Amendment to Standby Letter

of Credit

SCHEDULE I

COLLATERAL

BASE

Type of Security

Advance

Rates

Cash (denominated in USD) or Certificate of Deposit

100%

Mutual Funds

Listed (on a nationally recognized

U.S. exchange) Money Market

Mutual Funds

90%

U.S. Fixed Income Mutual Funds (excluding

high yield and tax exempt)

80%

U.S. Government Bills, Notes, and U.S.

Government Sponsored Agency Securities

(1)

Maturing in 5 years or less

95%

Maturing in more than 5 years

90%

High Grade U.S. Corporate/Municipal/Structured

Fixed Income Securities (AA/Aa2

or better)

Maturing in 5 years or less

90%

Maturing in more than 5 years

85%

Intermediate Grade U.S. Corporate/Municipal/Structured

Fixed Income Securities

(BBB/Baa2 or better but worse than AA/Aa2)

(2)

Maturing in 5 years or less

85%

Maturing in more than 5 years

80%

Commercial Paper

A1 or P1 Graded Commercial Paper

85%

A2 or P2 Graded Commercial Paper

80%

Notes:

(1)

U.S. Government Bills/Notes/Sponsored Agencies include:

U.S. Treasury Bills, Notes, and Bonds;

U.S. Government Agency and U.S.

Government Sponsored Enterprise (GSE) Securities. Also

included are

Mortgage-Backed

Securities (MBSs).

GSE and

MBS securities

include Xxxxxx

Xxx, Xxxxxxx

Mac, Xxxxxx

Mae, FHLB System Banks, and Federal

Farm Credit Banks.

(2) Securities rated BBB or Baa2 shall not comprise greater

than 20% of Collateral Value.

Signature Page to First Amendment to Standby Letter

of Credit

EXHIBIT A

FORM OF

OFFICER’S COMPLIANCE

CERTIFICATE

THIS CERTIFICATE

is given pursuant to Section 7(c)(i)

of the Standby Letter of Credit

Agreement,

dated as of February 23, 2021 (as amended, restated,

modified or supplemented from time to time, the

“Credit

Agreement,”

the

terms

defined

therein

being

used

herein

therein

defined),

among

Everest

Reinsurance

(Bermuda),

Ltd.,

company

incorporated

and

existing

under

the

laws

Bermuda

(the

“Account

Party”), and Xxxxx Fargo

Bank, National Association (the “Bank”).

The undersigned hereby certifies that:

she

the

[Chief

Executive

Officer]

[Chief

Financial

Officer]

[Vice

President

—

Finance] [Principal Accounting Officer] [Treasurer]

[Assistant Treasurer]

of the Account Party.

Enclosed with this Certificate are copies of the financial st

atements of the Account Party

and

its

Subsidiaries

_____________,

and

for

the

[________-month

period]

[year]

then

ended,

required

to be

delivered

under Section

7(a) of

the Credit

Agreement.

Such financial

statements

have

been prepared in accordance with GAAP [(subject to the absence of notes required by GAAP and subject

to normal year

-end adjustments)]

and present

fairly,

in all material

respects, the financial

condition of

the Account Party and its Subsidiaries on a consolidated

basis as of the date indicated and the results

operations

the

Account

Party

and

its

Subsidiaries

consolidated

basis

for

the

period

covered

thereby.

The

undersigned

has

reviewed

the

terms

the

Credit

Agreement

and

has

made,

caused

made

under

the

supervision

the

undersigned,

review

reasonable

detail

the

transactions and condition

of the

Account Party and

its Subsidiaries during

the accounting period

covered

by such financial statements.

The examination

described in paragraph

3 above did

t disclose, and

the undersigned

has

knowledge

the

existence

of,

any

Default

Event

Default

during

the

end

the

accounting period

covered by

such financial statements

or as of

the date

of this Certificate

[, except

set forth below.

Describe here or in a separate attachment

any exceptions to paragraph

4 above by listing, in reasonable

detail, the

nature of

the Default

or Event

of Default,

the period

during which

it existed

and the

action

that Everest has taken

or proposes to take with

respect thereto].

Attached

this Certificate

as Annex

A is

a covenant

compliance

worksheet

reflecting

the computation

of the financial

covenants set

forth in Section

8 of the Credit

Agreement as of

the last

day of the period covered by the financial

statements enclosed herewith.

WITNESS

WHEREOF,

the

undersigned

has

executed

and

delivered

this

Certificate

the

_______ day of _____________, ____.

EVEREST REINSURANCE (BERMUDA), LTD.

By:______________________________________

Name:____________________________________

Title:_____________________________________

ANNEX A

COVENANT COMPLIANCE WORKSHEET

Minimum Total

Shareholder’s Equity

(Section 8(a) of the Credit Agreement)

(

)

Total

Shareholder’s Equity as of the date

determination

Required:

$2,143,539,163.00

Actual:

Signature Page to First Amendment to Standby Letter

of Credit

Financial Strength Rating

(Section 8(b) of the Credit Agreement)

(1)

Has the Account Party maintained a financial

strength rating by

A.M. Best Company at all times from the date

of the most

recently delivered Officer’s

Compliance Certificate to and

including the date hereof?

___

Yes

___

(2)

Has the financial strength rating by

A.M. Best Company for the

Account Party been equal to or better

than “B++” at all times

during the period described in line (1) above?

___

Yes

___

Signature Page to First Amendment to Standby Letter

of Credit

EXHIBIT B

FORM OF

COLLATERAL

VALUE CERTIFICATE

____________, 20__

Xxxxx Fargo

Corporate Banking

000 Xxxxx Xxxxx Xxxxxx

XXX X0000-000

Xxxxxxxxx, XX 00000

Attention: Xxxxxxx X. Xxxxx

Ladies and Gentlemen:

Reference

is made

the Standby

Letter

of Credit

Agreement,

dated

as of

February 23,

2021,

among

Everest

Reinsurance

(Bermuda),

Ltd.,

company

incorporated

and

existing

under

the

laws

Bermuda (the “Account

Party”), and Xxxxx

Fargo BaPnk,

National Association (the “Bank”)

(as amended

otherwise

modified

from

time

time,

the

“Credit

Agreement”).

Terms

defined

the

Credit

Agreement

are,

unless

otherwise

defined

herein

the

context

otherwise

requires,

used

herein

defined therein.

This Collateral Value Certificate is delivered pursuant to Section 7(e)(iii) of

the Credit Agreement.

The date

of this

Collateral

Value

Certificate

is _____________,

20__ (the

“Certificate Date”).

Set forth

Attachment

the

computation

the

Collateral

Value

the

Collateral

and

certain

other

information

required

Section

7(e)(iii)

the

Credit

Agreement

______________,

20__

(the

“Valuation

Date”),

calculated

accordance

with

the

definition

“Collateral

Value”

contained

the

Credit Agreement and the other provisions

of the Credit Agreement (including Schedule I thereto).

The undersigned

hereby certifies

that (i)

the information

on Attachment

A correctly

sets forth

the Collateral Value (in the aggregate and for each category of Collateral)

and the Outstanding Letters of

Credit

the

Valuation

Date;

(ii)

the

Outstanding

Letters

Credit

not

exceed

the

aggregate

Collateral Value

as of the Valuation

Date; and (iii) nothing has come to

the attention of the undersigned

to cause

the undersigned

to believe

that the

Bank does

not have

a first

priority perfected

Lien on

and

security interest in the Collateral

set forth on Attachment

A as of the Certificate Date.

[Signature page to follow]

Signature Page to First Amendment to Standby Letter

of Credit

ACCOUNT PARTY:

EVEREST REINSURANCE (BERMUDA), LTD.

By:

____________________________________

Name:

Title:

Signature Page to First Amendment to Standby Letter

of Credit

ATTACHMENT

COLLATERAL

VALUE OF THE

COLLATERAL

Type of Security

Value

Advance Rates

Collateral Value

Cash (denominated in USD) or Certificate of

Deposit

$________

100%

$________

Mutual Funds

Listed (on a nationally recognized

U.S.

exchange) Money Market

Mutual Funds

U.S. Fixed Income Mutual Funds

(excluding high yield and tax exempt)

$________

90%

80%

$________

U.S. Government Bills, Notes, and U.S.

Government Sponsored Agency Securities

(1)

Maturing in 5 years or less

$________

95%

$________

Maturing in more than 5 years

$________

90%

$________

High Grade U.S.

Corporate/Municipal/Structured Fixed

Income Securities (AA/Aa2 or better)

Maturing in 5 years or less

$________

90%

$________

Maturing in more than 5 years

$________

85%

$________

Intermediate Grade U.S.

Corporate/Municipal/Structured Fixed

Income Securities (BBB/Baa2 or better but

worse than AA/Aa2)

(2)

Maturing in 5 years or less

$________

85%

$________

Maturing in more than 5 years

$________

80%

$________

Commercial Paper

A1 or P1 Graded Commercial Paper

$________

85%

$________

A2 or P2 Graded Commercial Paper

$________

80%

$________

Total

Collateral Value

$________

Notes

(1)

U.S. Government Bills/Notes/Sponsored Agencies include:

U.S. Treasury Bills, Notes, and Bonds;

U.S. Government Agency and U.S.

Government Sponsored Enterprise (GSE) Securities. Also

included are

Mortgage-Backed

Securities (MBSs).

GSE and

MBS securities

include Xxxxxx

Mae, Xxxxxxx

Mac, Xxxxxx

Mae, FHLB System Banks, and Federal

Farm Credit Banks.

(2) Securities rated BBB or Baa2 shall not comprise greater

than 20% of Collateral Value.

Signature Page to First Amendment to Standby Letter

of Credit

Outstanding Letters of Credit

Beneficiary

Issue Date

Undrawn

Amount

Unreimbursed

Drawings

$________

Total

Outstanding Letters of Credit

$________

Ratio of aggregate Collateral

Value to Outstanding

Letters of Credit: ____________

Signature Page to First Amendment to Standby Letter

of Credit

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Table of Contents

FIRST AMENDMENT TO STANDBY

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