CHAIRMANSHIP AGREEMENT

This Chairmanship Agreement (the "Agreement") is effective as of the 1st day of January 2017, between Everest Reinsurance Group, Ltd., a Bermuda exempted company incorporated with limited liability (the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇").

WITNESSETH

WHEREAS, at its most recent Annual General Meeting held on May 18, 2016, ▇▇. ▇▇▇▇▇▇▇ was elected by the Company's shareholders to serve on the Company's Board of Directors (the "Board") for a one-year term expiring on the date of the Company's 2017 Annual General Meeting; and

WHEREAS, the Board appointed ▇▇. ▇▇▇▇▇▇▇ as Chairman of the Board; and

WHEREAS, the Company recognizes ▇▇. ▇▇▇▇▇▇▇'▇ comprehensive knowledge of the Company and the (re)insurance industry and his unique and highly regarded reputation within the industry; and

WHEREAS, the Company's Board of Directors (the "Board") has determined that it is in the best interest of the Company and its shareholders to continue to secure the services of ▇▇. ▇▇▇▇▇▇▇ as a Director and Chairman of the Board pursuant to the terms and conditions hereof; and

WHEREAS, ▇▇. ▇▇▇▇▇▇▇ is willing to accept such a role on the Board and to enter into this Agreement;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

 

The term of this Agreement shall commence as of January 1, 2017, and shall continue through December 31, 2019, subject to ▇▇. ▇▇▇▇▇▇▇'▇ annual election to the Board by the Company's shareholders during the Company's Annual General Meetings that occur over the Term of this Agreement.

During the Term of this Agreement the Company shall pay ▇▇. ▇▇▇▇▇▇▇:

During the Term of this Agreement, ▇▇. ▇▇▇▇▇▇▇ will be entitled to receive reimbursement by the Company for all reasonable, documented out-of-pocket expenses incurred by him in connection with his performing services hereunder.

Agreement shall immediately terminate, and ▇▇. ▇▇▇▇▇▇▇ shall have no further obligations of any kind under or arising out of this Agreement; provided, however, that the provisions of Section 6 below shall continue to remain in full force and effect. The Company shall be obligated to pay ▇▇. ▇▇▇▇▇▇▇ the following:

(i)

within sixty (60) days of the Agreement's termination date, a lump sum cash payment equal to the remainder of the Retainer payments that ▇▇. ▇▇▇▇▇▇▇ would have earned had he remained on the Board for the entire Term of this Agreement, subject to a maximum payment of One Million Five Hundred Thousand Dollars ($1,500,000);

(ii)

all outstanding Director Fees earned but not yet paid up to the date of termination; and

(iii)

all reimbursable out-of-pocket expenses incurred by ▇▇. ▇▇▇▇▇▇▇ in connection with his duties but not yet paid.

(a) a materially adverse change in the nature or status of his position or responsibilities as Chairman;

(b) a reduction by the Company in the Retainer set forth in Section 3.1 of this Agreement; or

(c) a material breach of this Agreement by the Company.

In the event of such Resignation for Good Reason, the Company shall pay to ▇▇. ▇▇▇▇▇▇▇ the sums set forth in section 5.1 (i)-(iii).

(a) repeated and gross negligence in fulfillment of, or repeated failure of ▇▇. ▇▇▇▇▇▇▇ to fulfill, his material obligations under this Agreement, in either event after written notice thereof;

(b) material willful misconduct by ▇▇. ▇▇▇▇▇▇▇ in respect of his obligations hereunder;

(c) conviction of any felony, or any crime of moral turpitude; or

(d) a material breach in trust committed in willful or reckless disregard of the interests of the Company or its affiliates or undertaken for personal gain.

In contrast, if ▇▇. ▇▇▇▇▇▇▇ was removed from the Board without cause or resigned his directorship for Good Reason on July 1, 2019, he would receive a lump sum payment equal to $750,000 (i.e., $4.5M Retainer x 6/36 = $750,000.  $750,000 < $1.5M, therefore payment of $750K due to ▇▇. ▇▇▇▇▇▇▇).

Engaging in the following activities will not be deemed to be engaging or participating in a Competitive Business: (i) investment banking; (ii) passive ownership of less than 2% of any class of securities of a company; and (iii) engaging or participating solely in a non-competitive business of an  entity which also separately operates a business which is a "Competitive Business."

▇▇. ▇▇▇▇▇▇▇ acknowledges that the restrictions contained in Section 6.1 are necessary for the protection of the business and goodwill of the Company and considers the restrictions to be reasonable for such purpose.  He agrees that any breach of Section 6.1 is likely to cause the Company substantial and irrevocable damage and therefore, in the event of any breach of such Section, ▇▇. ▇▇▇▇▇▇▇ agrees that the Company, in addition to such other remedies that may be available, shall be entitled to injunctive relief, as determined by any court of competent jurisdiction, without the Company's posting of a bond.

This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of Bermuda without reference to the principles of conflict of laws.

This Agreement contains all the understandings and representations between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings and agreements, whether oral or in writing, if any there be, previously entered into by them with respect thereto.

No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing, signed by ▇▇. ▇▇▇▇▇▇▇ and by a duly authorized officer of the Company. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party of any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time.

Any notice to be given hereunder shall be in writing and delivered personally or sent by overnight mail, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing:

If to the Company:

Everest Re Group, Ltd.

▇▇▇▇ ▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇.▇. ▇▇▇ ▇▇ ▇▇▇

▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇

▇▇▇▇:  General Counsel

If to ▇▇. ▇▇▇▇▇▇▇:

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

IN WITNESS WHEREOF, the parties have executed this Agreement as of August 15^th 2016.