Exhibit 10.19
FORM OF
AMENDMENT TO CHANGE OF CONTROL AGREEMENT
WHEREAS, Everest Reinsurance Company (the "Company"), Everest Reinsurance
Holdings, Inc. ("Holdings") and Xxxxxx X. Xxxxxxx ("Xxxxxxx") are parties to a
Change of Control Agreement effective as of July 15, 1998 (the "Change of
Control Agreement");
WHEREAS, a restructuring of Holdings is proposed pursuant to which Holdings
will become a wholly-owned subsidiary of Everest Reinsurance Group, Ltd.
("Everest Group");
WHEREAS, in connection with the restructuring, certain amendments to the
Change of Control Agreement are desirable;
NOW, THEREFORE, the Change of Control Agreement is hereby amended,
effective as of and conditioned upon the consummation of the restructuring
transaction described in the Registration Statement on Form S-4 (File Number
333-87361) filed with the Securities Exchange Commission by Everest Group, by
adding the following new paragraph 1.J to the Change of Control Agreement
immediately after paragraph 1.I thereof:
"1.J. For periods on and after the effective date of the restructuring
transaction described in the Registration Statement on Form S-4 (File Number
333-87361) filed with the Securities Exchange Commission by Everest Reinsurance
Group, Ltd. ('Everest Group') pursuant to which Holdings shall become a wholly-
owned subsidiary of Everest Group (the 'Restructuring'), Everest Group shall be
substituted for Holdings hereunder and all references to Holdings hereunder
shall be changed to references to Everest Group. In addition, in the event
that, pursuant to the terms of Xxxxxxx'x employment agreement among the Company,
Holdings and Everest Group effective as of January 1, 2000, as amended in
connection with the Restructuring (the 'Employment Agreement'), Xxxxxxx is
transferred to employment with Everest Services (as defined in the Employment
Agreement), all references herein to the Company (other than in paragraph 1.C
hereof) shall be changed to references to Everest Services and Everest Group
will cause Everest Services to become a party to this Agreement; provided,
however, that (i) Xxxxxxx'x transfer of employment from the Company to Everest
Services shall not be treated as a termination of employment for purposes of
this Agreement, and (ii) to the extent that Everest Services fails, for any
reason, to meet its financial obligations hereunder, the Everest Reinsurance
Company shall have full responsibility and liability for all such obligations."
IN WITNESS WHEREOF, the parties have executed this amendment to the
Employment Agreement as of the date set forth above.
Everest Reinsurance Company
By:______________________________________
Its:_____________________________________
Everest Reinsurance Holdings, Inc.
By:______________________________________
Its:_____________________________________
Everest Reinsurance Group, Ltd.
By:______________________________________
Its:_____________________________________
_________________________________________
Xxxxxx X. Xxxxxxx
