Exhibit 10.3
AMENDMENT OF CHANGE OF CONTROL AGREEMENT
WHEREAS, Everest Reinsurance Company (the "Company"), Everest Reinsurance
Holdings, Inc. ("Holdings") and Xxxxxx X. Xxxxxxx ("Xxxxxxx") were parties to a
Change of Control Agreement effective as of July 15, 1998 (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
subsidiary, Everest Global Services, Inc. ("Everest Services");
WHEREAS, the Change of Control Agreement was amended in connection with the
restructuring to reflect provisions relating to the restructuring and the
establishment of Everest Services;
WHEREAS, Xxxxxxx has been transferred to employment with Everest Services,
Everest Services was substituted for the Company under the Change of Control
Agreement and Everest Services has adopted and become a party to the Change of
Control Agreement, all effective as of the date on which Xxxxxxx was transferred
to employment with Everest Services (the "Transfer Date");
WHEREAS, it is now desirable to amend the Change of Control Agreement to
reflect the actions taken with respect thereto effective as of the Transfer
Date;
NOW, THEREFORE, the Change of Control Agreement is hereby amended,
effective as of the Transfer Date, by substituting the following for Section
1.J. of the Change of Control Agreement:
"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 Re Group,
Ltd. (`Everest Group') pursuant to which Holdings became 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, for periods after
the date that Xxxxxxx was transferred to employment with Everest Global
Services, Inc. (`Everest Services') (which date shall be referred to herein as
the `Transfer Date'), all references herein to the Company (other than in
paragraph 1.C hereof) shall be changed to references to Everest Services;
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 Change
of Control Agreement on 30th day of March, 2001.
Everest Reinsurance Company
By: /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Senior Vice President
Everest Reinsurance Holdings, Inc.
By: /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Senior Vice President
Everest Re Group, Ltd.
By: /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Senior Vice President
Everest Global Services, Inc.
By: /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Senior Vice President
/S/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
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