Exhibit 10.28
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN EVEREST
REINSURANCE COMPANY (FORMERLY KNOWN AS PRUDENTIAL REINSURANCE COMPANY),
EVEREST REINSURANCE HOLDINGS, INC. (FORMERLY KNOWN AS PRUDENTIAL REINSURANCE
HOLDINGS, INC.) AND XXXXXX X. XXXXXXX
WHEREAS, Everest Reinsurance Company ("Company"), Everest Reinsurance Holdings,
Inc. ("Holdings") and Xxxxxx X. Xxxxxxx ("Xxxxxxx") entered into an Amended and
Restated Employment Agreement effective as of October 11, 1994 ("Amended
Agreement") pursuant to which Xxxxxxx is employed by the Company; and
WHEREAS, Xxxxxxx'x term of employment under the Amended Agreement commenced as
of October 17, 1994 and continues through December 31, 1999 unless sooner
terminated in accordance with the Amended Agreement; and
WHEREAS, pursuant to Paragraph 5.1 of the Amended Agreement, Xxxxxxx is eligible
to participate in the Annual Incentive Bonus Plan ("Plan") during the course of
his employment for such period as the Plan continues in effect or, if the plan
is terminated or adversely amended, to have his annual cash bonus determined in
accordance with the provisions of the Plan as last in effect prior to such
termination or material adverse amendment; and
WHEREAS, at the May 20, 1999 annual shareholders' meeting of Holdings, the
shareholders approved the Executive Performance Annual Incentive Plan adopted by
the Holdings' Board of Directors on December 10, 1998 as an incentive for
executives such as Xxxxxxx who are in a position to contribute materially to the
success of Holdings and its subsidiaries; and
WHEREAS, the Company, Holdings and Xxxxxxx desire to amend Paragraph 5.1 of the
Amended Agreement to hereafter provide that the cash bonus payable under
Paragraph 5 shall be determined in accordance with the Executive Performance
Annual Incentive Plan instead of being determined under the provisions of the
Annual Incentive Bonus Plan for the bonus paid in 2000 in respect of services
provided by Xxxxxxx in 1999.
NOW, THEREFORE, for one dollar and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Effective as of May 20, 1999, Paragraph 5.1 of the Amended and Restated
Employment Agreement shall be amended in its entirety to read as follows:
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"5.1 During the course of his employment under this Agreement in 1999,
Xxxxxxx shall be eligible to participate in the Executive Performance
Annual Incentive Plan of Holdings. In the event the Executive Performance
Annual Incentive Plan is terminated or materially adversely amended,
Xxxxxxx shall receive an annual cash bonus determined in accordance with
the provisions of the Annual Incentive Plan of Holdings as in effect prior
to May 20, 1999."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Amended and Restated Employment Agreement as of the 21st day of September 1999.
Everest Reinsurance Company
___________________________ By: ________________________
Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxx
Senior Vice President
Everest Reinsurance Holdings, Inc.
By: _________________________
Xxxxx X. Xxxxx
Senior Vice President
