SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~UNITED STATES~~

~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington, D.C. 20549~~

~~FORM 10-Q~~

~~QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)~~

~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

FOR THE QUARTERLY PERIOD ENDED:

March 31, ~~2009~~

2010

Commission file number:

1-14527

EVEREST REINSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

22-3263609

~~EVEREST REINSURANCE HOLDINGS, INC.~~

~~(Exact name of registrant as specified in its charter)~~

~~Delaware~~

~~22-3263609~~

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

477 Martinsville Road

Liberty Corner, New Jersey 07938-0830

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive office)

~~477 Martinsville Road~~

~~Post Office Box 830~~

~~Liberty Corner, New Jersey 07938-0830~~

~~(908) 604-3000~~

~~(Address, including zip code, and telephone number, including area code,~~

~~of registrant’s principal executive office)~~

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~YES~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or shorter period that the registrant was required to submit and post such files).

~~YES~~

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

~~(Do~~(Do not check if smaller reporting company)

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)~~

~~YES~~

~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.~~

~~Class~~

Number of Shares Outstanding

Class

At May 1, ~~2009~~

2010

Common ~~Stock,~~Shares, $0.01 par value

~~1,000~~

The Registrant meets the conditions set forth in General Instruction H (1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format permitted by General Instruction H of Form 10-Q.

1,000

EVEREST REINSURANCE HOLDINGS, INC.

Table of Contents

Form 10-Q

Page

PART I

FINANCIAL INFORMATION

~~EVEREST REINSURANCE HOLDINGS, INC.~~
Item 1.	Financial Statements
~~Index To Form 10-Q~~
				~~Page~~
~~PART I~~

~~FINANCIAL INFORMATION~~

~~Item 1.~~	~~Financial Statements~~

	Consolidated Balance Sheets at March 31, ~~2009~~2010 (unaudited) and
		December 31, ~~2008~~ 2009	1

	Consolidated Statements of Operations and Comprehensive (Loss) Income ~~(Loss)~~ for
		the three months ended March 31, 2010 and 2009 ~~and 2008~~ (unaudited)	2

	Consolidated Statements of Changes in Stockholder’s Equity for the three
		months ended March 31, 2010 and 2009 ~~and 2008~~ (unaudited)	3

	Consolidated Statements of Cash Flows for the three months ended
		March 31, 2010 and 2009 ~~and 2008~~ (unaudited)	4

	Notes to Consolidated Interim Financial Statements (unaudited)		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and
		Results of Operation	19 26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		34 41

Item 4.	Controls and Procedures		34 41

PART II

OTHER INFORMATION


Item 1.	Legal Proceedings		42
~~PART II~~
Item 1A.	Risk Factors		42
~~OTHER INFORMATION~~

~~Item 1.~~	~~Legal Proceedings~~			34

~~Item 1A.~~	~~Risk Factors~~			34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35 42

Item 3.	Defaults Upon Senior Securities	35 42

Item 4.	~~Submission of Matters to a Vote of Security Holders~~Reserved	35 42

Item 5.	Other Information	35 42

Item 6.	Exhibits	35
				42

Table of Contents

Part I

ITEM 1. FINANCIAL STATEMENTS

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

March 31,

December 31,
(Dollars in thousands, except par value per share)
2009

2008

(unaudited)

ASSETS:

Fixed maturities - available for sale, at market value
$         5,636,635

$        5,511,856
   (amortized cost: 2009, $5,645,672; 2008, $5,610,483)

Fixed maturities - available for sale, at fair value
47,391

43,090
Equity securities - available for sale, at market value (cost: 2009, $15; 2008, $15)
10

16
Equity securities - available for sale, at fair value
109,788

119,815
Short-term investments
725,824

918,712
Other invested assets (cost: 2009, $356,674; 2008, $400,498)
347,124

392,589
Other invested assets, at fair value
294,535

316,750
Cash
95,608

92,264
     Total investments and cash
7,256,915

7,395,092
Accrued investment income
77,546

82,860
Premiums receivable
700,928

714,035
Reinsurance receivables - unaffiliated
653,157

637,890
Reinsurance receivables - affiliated
2,508,099

2,480,016
Funds held by reinsureds
149,239

147,287
Deferred acquisition costs
176,259

192,096
Prepaid reinsurance premiums
465,080

456,180
Deferred tax asset
463,419

518,042
Federal income tax recoverable
96,774

70,299
Other assets
167,087

172,825
TOTAL ASSETS
$       12,714,503

$      12,866,622

LIABILITIES:

Reserve for losses and adjustment expenses
$         7,342,639

$        7,419,993
Unearned premium reserve
1,172,063

1,176,834
Funds held under reinsurance treaties
137,841

134,698
Losses in the course of payment
28,884

35,805
Commission reserves
43,230

45,531
Other net payable to reinsurers
408,106

378,800
8.75% Senior notes due 3/15/2010
199,857

199,821
5.4% Senior notes due 10/15/2014
249,738

249,728
6.6% Long term notes due 05/01/2067
238,346

399,643
Junior subordinated debt securities payable
329,897

329,897
Accrued interest on debt and borrowings
12,821

11,217
Other liabilities
262,707

281,687
     Total liabilities
10,426,129

10,663,654

Commitments and Contingencies (Note 6)

STOCKHOLDER'S EQUITY:

Common stock, par value: $0.01; 3,000 shares authorized;

   1,000 shares issued and outstanding (2009 and 2008)
-

-
Additional paid-in capital
317,033

315,771
Accumulated other comprehensive loss, net of deferred income tax benefit of

   $18.1 million at 2009 and $38.8 million at 2008
(33,583)

(72,063)
Retained earnings
2,004,924

1,959,260
     Total stockholder's equity
2,288,374

2,202,968
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY
$       12,714,503

$      12,866,622

The accompanying notes are an integral part of the consolidated financial statements.

Part I

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended

March 31,
(Dollars in thousands)
2009

2008

(unaudited)
REVENUES:

Premiums earned
$              438,445

$              500,030
Net investment income
39,659

87,977
Net realized capital losses
(68,184)

(101,900)
Realized gain on debt repurchase
78,271

-
Other expense
(114)

(21,273)
Total revenues
488,077

464,834

CLAIMS AND EXPENSES:

Incurred losses and loss adjustment expenses
289,195

309,705
Commission, brokerage, taxes and fees
88,219

109,891
Other underwriting expenses
32,626

32,273
Interest, fee and bond issue cost amortization expense
19,633

19,742
Total claims and expenses
429,673

471,611

INCOME (LOSS) BEFORE TAXES
58,404

(6,777)
Income tax expense (benefit)
12,740

(11,417)

NET INCOME
$                45,664

$                  4,640

Other comprehensive income (loss), net of tax
38,480

(19,682)

COMPREHENSIVE INCOME (LOSS)
$                84,144

$             (15,042)

The accompanying notes are an integral part of the consolidated financial statements.

ITEM  1.  FINANCIAL STATEMENTS

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDER'S EQUITY

Three Months Ended

March 31,
(Dollars in thousands, except share amounts)
2009

2008

(unaudited)
COMMON STOCK (shares outstanding):

Balance, beginning of period
1,000

1,000
Balance, end of period
1,000

1,000

ADDITIONAL PAID-IN CAPITAL:

Balance, beginning of period
$            315,771

$          310,206
Share-based compensation plans
1,262

1,283
Balance, end of period
317,033

311,489

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME,

NET OF DEFERRED INCOME TAXES:

Balance, beginning of period
(72,063)

163,276
Net increase (decrease) during the period
38,480

(19,682)
Balance, end of period
(33,583)

143,594

RETAINED EARNINGS:

Balance, beginning of period
1,959,260

2,094,017
Net income
45,664

4,640
Balance, end of period
2,004,924

2,098,657

TOTAL STOCKHOLDER'S EQUITY, END OF PERIOD
$        2,288,374

$       2,553,740

The accompanying notes are an integral part of the consolidated financial statements.

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
(Dollars in thousands, except par value per share)	2010		2009
	(unaudited)
ASSETS:
Fixed maturities - available for sale, at market value	$	6,423,902	$	6,463,168
(amortized cost: 2010, $6,210,288; 2009, $6,255,759)
Fixed maturities - available for sale, at fair value		65,307		50,528
Equity securities - available for sale, at market value (cost: 2010, $15; 2009, $15)		12		13
Equity securities - available for sale, at fair value		394,548		380,025
Short-term investments		250,127		261,438
Other invested assets (cost: 2010, $398,189; 2009, $387,200)		397,829		386,326
Other invested assets, at fair value		406,933		382,639
Cash		107,737		107,480
Total investments and cash		8,046,395		8,031,617
Accrued investment income		79,327		83,705
Premiums receivable		767,884		769,744
Reinsurance receivables - unaffiliated		631,814		618,081
Reinsurance receivables - affiliated		2,686,134		2,492,152
Funds held by reinsureds		158,154		156,223
Deferred acquisition costs		181,444		183,498
Prepaid reinsurance premiums		580,923		562,146
Deferred tax asset		212,462		210,493
Federal income tax recoverable		131,045		135,682
Other assets		166,016		136,234
TOTAL ASSETS	$	13,641,598	$	13,379,575

LIABILITIES:
Reserve for losses and loss adjustment expenses	$	7,613,758	$	7,300,139
Unearned premium reserve		1,258,574		1,239,320
Funds held under reinsurance treaties		179,303		175,257
Losses in the course of payment		45,416		42,633
Commission reserves		47,027		50,897
Other net payable to reinsurers		583,219		444,535
8.75% Senior notes due 3/15/2010		-		199,970
5.4% Senior notes due 10/15/2014		249,780		249,769
6.6% Long term notes due 05/01/2067		238,349		238,348
Junior subordinated debt securities payable		329,897		329,897
Accrued interest on debt and borrowings		12,092		9,885
Other liabilities		257,318		240,151
Total liabilities		10,814,733		10,520,801

Commitments and Contingencies (Note 6)

STOCKHOLDER'S EQUITY:
Common stock, par value: $0.01; 3,000 shares authorized;
1,000 shares issued and outstanding (2010 and 2009)		-		-
Additional paid-in capital		322,459		321,185
Accumulated other comprehensive income, net of deferred income tax expense of
$96.2 million at 2010 and $89.9 million at 2009		178,724		166,978
Retained earnings		2,325,682		2,370,611
Total stockholder's equity		2,826,865		2,858,774
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	13,641,598	$	13,379,575

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

EVEREST REINSURANCE HOLDINGS, INC.

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

March 31,
(Dollars in thousands)
2009

2008

(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income
$             45,664

$              4,640
Adjustments to reconcile net income to net cash provided by operating activities:

    Decrease in premiums receivable
11,328

47,299
   Decrease (increase) in funds held by reinsureds, net
506

(2,440)
    (Increase) decrease in reinsurance receivables
(52,970)

55,595
    Decrease (increase) in deferred tax asset
33,904

(60,681)
    Decrease in reserve for losses and loss adjustment expenses
(48,536)

(23,254)
    Decrease in unearned premiums
(879)

(79,659)
    Change in equity adjustments in limited partnerships
34,093

6,061
    Change in other assets and liabilities, net
1,107

41,945
    Non-cash compensation expense
1,262

1,206
    Amortization of bond premium/(accrual of bond discount)
2,271

75
    Amortization of underwriting discount on senior notes
46

43
    Realized gain on debt repurchase
(78,271)

-
    Net realized capital losses
68,184

101,900
Net cash provided by operating activities
17,709

92,730

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from fixed maturities matured/called - available for sale, at market value
109,235

169,407
Proceeds from fixed maturities matured/called - available for sale, at fair value
5,570

-
Proceeds from fixed maturities sold - available for sale, at market value
44,778

14,711
Proceeds from fixed maturities sold - available for sale, at fair value
3,492

-
Proceeds from equity securities sold - available for sale, at fair value
1,634

229,022
Distributions from other invested assets
12,293

10,175
Cost of fixed maturities acquired - available for sale, at market value
(261,238)

(433,074)
Cost of fixed maturities acquired - available for sale, at fair value
(13,310)

-
Cost of equity securities acquired - available for sale, at fair value
(8,976)

(40,958)
Cost of other invested assets acquired
(2,562)

(8,342)
Cost of other invested assets acquired, at fair value
-

(100,837)
Net change in short-term securities
188,866

(32,717)
Net change in unsettled securities transactions
1,646

48,662
Net cash provided by (used in) investing activities
81,428

(143,951)

CASH FLOWS FROM FINANCING ACTIVITIES:

Tax benefit from share-based compensation
-

77
Net cost of debt repurchase
(83,026)

-
Net cash (used in) provided by financing activities
(83,026)

77

EFFECT OF EXCHANGE RATE CHANGES ON CASH
(12,767)

18,341

Net increase (decrease) in cash
3,344

(32,803)
Cash, beginning of period
92,264

146,447
Cash, end of period
$             95,608

$          113,644

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash transactions:

   Income taxes paid
$               3,146

$              4,822
   Interest paid
17,808

13,887

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

Three Months Ended
March 31,
(Dollars in thousands) 2010 2009
(unaudited)
REVENUES:
Premiums earned $ 414,134 $ 438,445
Net investment income 85,107 39,659
Net realized capital losses:
Other-than-temporary impairments on fixed maturity securities - (574 )
Other-than-temporary impairments on fixed maturity securities
transferred to other comprehensive income - -
Other net realized capital losses (5,307 ) (67,610 )
Total net realized capital losses (5,307 ) (68,184 )
Realized gain on debt repurchase - 78,271
Other income (expense) 5,112 (114 )
Total revenues 499,046 488,077

CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses 427,004 289,195
Commission, brokerage, taxes and fees 67,841 88,219
Other underwriting expenses 32,714 31,308
Corporate expenses 2,226 1,318
Interest, fee and bond issue cost amortization expense 16,340 19,633
Total claims and expenses 546,125 429,673

(LOSS) INCOME BEFORE TAXES (47,079 ) 58,404
Income tax (benefit) expense (2,150 ) 12,740

NET (LOSS) INCOME $ (44,929 ) $ 45,664

Other comprehensive income, net of tax 11,746 38,480

COMPREHENSIVE (LOSS) INCOME $ (33,183 ) $ 84,144

The accompanying notes are an integral part of the consolidated financial statements.

2
Table of Contents

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

Three Months Ended
March 31,
(Dollars in thousands, except share amounts) 2010 2009
(unaudited)
COMMON STOCK (shares outstanding):
Balance, beginning of period 1,000 1,000
Balance, end of period 1,000 1,000

ADDITIONAL PAID-IN CAPITAL:
Balance, beginning of period $ 321,185 $ 315,771
Share-based compensation plans 1,274 1,262
Balance, end of period 322,459 317,033

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS),
NET OF DEFERRED INCOME TAXES:
Balance, beginning of period 166,978 (72,063 )
Net increase during the period 11,746 38,480
Balance, end of period 178,724 (33,583 )

RETAINED EARNINGS:
Balance, beginning of period 2,370,611 1,959,260
Net (loss) income (44,929 ) 45,664
Balance, end of period 2,325,682 2,004,924

TOTAL STOCKHOLDER'S EQUITY, END OF PERIOD $ 2,826,865 $ 2,288,374

The accompanying notes are an integral part of the consolidated financial statements.

3
Table of Contents

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended
March 31,
(Dollars in thousands) 2010 2009
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (44,929 ) $ 45,664
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease in premiums receivable 3,330 11,328
Decrease in funds held by reinsureds, net 2,210 506
Increase in reinsurance receivables (209,177 ) (52,970 )
(Increase) decrease in deferred tax asset (8,294 ) 33,904
Increase (decrease) in reserve for losses and loss adjustment expenses 303,114 (48,536 )
Increase (decrease) in unearned premiums 17,379 (879 )
Change in equity adjustments in limited partnerships (9,414 ) 34,093
Change in other assets and liabilities, net 107,975 1,107
Non-cash compensation expense 1,195 1,262
Amortization of bond premium 3,546 2,271
Amortization of underwriting discount on senior notes 42 46
Realized gain on debt repurchase - (78,271 )
Net realized capital losses 5,307 68,184
Net cash provided by operating activities 172,284 17,709

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called - available for sale, at market value 172,263 109,235
Proceeds from fixed maturities matured/called - available for sale, at fair value - 5,570
Proceeds from fixed maturities sold - available for sale, at market value 165,485 44,778
Proceeds from fixed maturities sold - available for sale, at fair value 2,497 3,492
Proceeds from equity securities sold - available for sale, at fair value 21,342 1,634
Distributions from other invested assets 8,165 12,293
Cost of fixed maturities acquired - available for sale, at market value (275,526 ) (261,238 )
Cost of fixed maturities acquired - available for sale, at fair value (14,194 ) (13,310 )
Cost of equity securities acquired - available for sale, at fair value (20,739 ) (8,976 )
Cost of other invested assets acquired (9,740 ) (2,562 )
Cost of other invested assets acquired, at fair value (47,032 ) -
Net change in short-term investments 12,085 188,866
Net change in unsettled securities transactions 16,323 1,646
Net cash provided by investing activities 30,929 81,428

CASH FLOWS FROM FINANCING ACTIVITIES:
Tax benefit from share-based compensation 79 -
Net cost of senior notes maturing (200,000 ) -
Net cost of debt repurchase - (83,026 )
Net cash used in financing activities (199,921 ) (83,026 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH (3,035 ) (12,767 )

Net increase in cash 257 3,344
Cash, beginning of period 107,480 92,264
Cash, end of period $ 107,737 $ 95,608

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash transactions:
Income taxes paid $ 3,766 $ 3,146
Interest paid 13,899 17,808

The accompanying notes are an integral part of the consolidated financial statements.

4
Table of Contents

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended March 31, ~~2009~~2010 and ~~2008~~

2009

1. ~~General~~

GENERAL

As used in this document, “Holdings” means Everest Reinsurance Holdings, Inc., a Delaware ~~Company~~company and direct subsidiary of Everest ~~Reinsurance Company~~Underwriting Group (Ireland) Limited (“Holdings Ireland”); “Group” means Everest Re Group, Ltd. (Holdings Ireland’s parent); “Bermuda Re” means Everest Reinsurance (Bermuda), Ltd., a subsidiary of Group; “Everest Re” means Everest Reinsurance Company and its subsidiaries, a subsidiary of Holdings ~~and its subsidiaries~~ (unless the context otherwise requires); and the “Company” means Holdings and its subsidiaries.

2. BASIS OF PRESENTATION

The unaudited consolidated financial statements of the Company for the three months ended March 31, ~~2009~~2010 and ~~2008~~2009 include all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair statement of the results on an interim basis. Certain financial information, which is normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), has been omitted since it is not required for interim reporting purposes. The ~~year end~~December 31, 2009 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results for the three months ended March 31, ~~2009~~2010 and ~~2008~~2009 are not necessarily ~~indicative~~indicat ive of the results for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2009, 2008 ~~2007~~ and ~~2006~~2007 included in the Company’s most recent Form 10-K filing.

~~2. New~~

All intercompany accounts and transactions have been eliminated.

Certain reclassifications and format changes have been made to prior years’ amounts to conform to the 2010 presentation.

Financial Accounting ~~Pronouncements~~Standards Board Accounting Codification

Financial Accounting Standards Board Launched Accounting Codification.

In ~~December 2008,~~June 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance establishing the FASB ~~issued~~Accounting Standards CodificationTM (“Codification”) as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. All other no n-grandfathered, non-SEC accounting literature not included in the Codification will become non-authoritative.

Following the Codification, the FASB will no longer issue new standards in the form of Statements, FASB Staff ~~Position FAS 132(R)-1 “Employers’ Disclosures~~Positions or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve to update the Codification, provide background information about ~~Postretirement Benefit Plan Assets” (“FAS 132(R)-1”). FAS 132(R)-1 requires additional disclosures about plan assets. Additional disclosures include investment~~the guidance and provide the basis for conclusions on the changes to the Codification.

GAAP is not intended to be changed as a result of the FASB’s Codification, but it will change the way the guidance is organized and presented. As a result, these changes will have a significant impact on how companies reference GAAP in their financial statements and in the accounting policies for financial statements issued for interim and strategies, fair value of each major plan asset category, inputs and valuation techniques used to develop fair value and any significant concentrations of risk. This FASB Staff Position is effective for fiscal yearsannual periods ending after ~~December~~September 15, 2009. The Company’s adoption of this guidance impacts the way the Company ~~will adopt FAS 132(R)-1 for~~references U.S. GAAP accounting standards in the ~~reporting period ending December 31, 2009.~~

~~On April 9,~~financial statements and Notes to Consolidated Financial Statements.

Table of Contents

Application of Recently Issued Accounting Standard Changes

Subsequent Events. In May 2009, the FASB issued ~~FASB Staff Position (“FSP”) No. FAS 157-4 “Determining~~authoritative guidance for subsequent events, which was later modified in February 2010, that addresses the accounting for and disclosure of subsequent events not addressed in other applicable U.S. GAAP. The Company implemented the new disclosure requirement beginning with the second quarter of 2009 and included it in the Notes to Consolidated Interim Financial Statements.

Improving Disclosures About Fair Value ~~When~~Measurements. In January 2010, the ~~Volume~~FASB amended the authoritative guidance for disclosures on fair value measurements. Effective for interim and annual reporting periods beginning after December 15, 2009, the guidance requires a new separate disclosure for: significant transfers in and out of Level ~~of Activity~~1 and 2 and the reasons for the ~~Asset~~transfers; and provided clarification on existing disclosures to include: fair value measurement disclosures by class of assets and liabilities and disclosure on valuation techniques and inputs used to measure fair value that fall in either Level 2 or ~~Liability Have Significantly Decreased~~Level 3. Effective for interim and ~~Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 provides additional~~annual reporting periods beginning after December 15, 2010, the guidance requires another new separate disclosure in regards to Level 3 fair value measurements in that, the period activity will present separately information about purchases, sales, issuances and settlements. Comparative disclosures shall be required only for periods ending after initial adoption. The Company has implemented the first part of this guidance effective January 1, 2010.

Interim Disclosures About Fair Value of Financial Instruments. In April 2009, the FASB revised the authoritative guidance for ~~estimating~~disclosures about fair value of financial instruments. This new guidance requires quarterly disclosures on the qualitative and quantitative information about the fair value of all financial instruments including methods and significant assumptions used to estimate fair value during the period. These disclosures were previously only done annually. The Company adopted this disclosure beginning with the second quarter of 2009 and included it in ~~accordance with FAS 157 when~~ the ~~volume and level of activity~~Notes to Consolidated Interim Financial Statements.

Other-Than-Temporary Impairments on Investment Securities. In April 2009, the FASB revised the authoritative guidance for the ~~asset or liability have significantly decreased~~recognition and ~~to identify circumstances that indicate a transaction is not orderly. In addition, FSP FAS 157-4 emphasizes~~presentation of other-than-temporary impairments. This new guidance amends the recognition guidance for other-than-temporary impairments of debt securities and expands the financial statement disclosures for other-than-temporary impairments on debt and equity securities. For available for sale debt securities that the ~~objective~~Company has no intent to sell and more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment would be recognized in earnings, while the rest of the fair value ~~measurement remains~~loss would be recognized in accumulated ot her comprehensive income. The Company adopted this guidance effective April 1, 2009. Upon adoption the ~~same, to arrive at~~Company recognized a cumulative-effect adjustment increase in retained earnings and decrease in accumulated other comprehensive income (loss) of $15.5 million, net of $8.3 million of tax.

Measurement of Fair Value in Inactive Markets. In April 2009, the FASB revised the authoritative guidance for fair value measurements and disclosures, which reaffirms that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly ~~transaction. This FSP is effective for interim~~transaction between market participants at the measurement date under current market conditions. It also reaffirms the need to use judgment in determining if a formerly active market has become inactive and ~~annual reporting periods ending after June 15, 2009, and is applied prospectively. The Company will adopt this FSP effective April 1, 2009~~ in ~~conjunction with~~determining fair values when the ~~second quarter reporting period. The Company does not believe that adopting this FSP will have a material~~market has become inactive. There was no impact onto the Company’s financial ~~results.~~

On April 9, 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2 “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively with an adjustment to reclassify the non-credit portion of any other-than-temporary payments previously recorded through earnings to accumulated other comprehensive income. The Company will adopt this FSP effective April 1, 2009 in conjunction with the second quarter reporting period. The Company has not completed its analysis of the impact on the financial statements upon ~~adoption~~adoption.

Table of ~~this FSP.~~

Contents

On April 9, 2009, the FASB issued FSP FAS 107-1 and FSP APB 28-1 “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107 “Disclosures about Fair Value of Financial Instruments” and APB Opinion No. 28 “Interim Financial Reporting” to require complete disclosures in both the interim and annual financial reporting. This FSP is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The Company will adopt this FSP effective April 1, 2009 in conjunction with the second quarter reporting period. FSP FAS 107-1 and APB 28-1 is for disclosure only and has no financial statement impact.

3. ~~Investments~~

INVESTMENTS

The amortized cost, market value and gross unrealized appreciation and depreciation of available for sale, ~~market value~~ fixed maturity and equity security investments, carried at market value, are as follows for the periods indicated:

At March 31, 2009

Amortized

Unrealized

Unrealized

Market
(Dollars in thousands)
Cost

Appreciation

Depreciation

Value
Fixed maturities - available for sale

U.S. Treasury securities and obligations of

     U.S. government agencies and corporations
$      135,659

$         14,954

$               (2)

$      150,611
Obligations of U.S. states and political subdivisions
3,805,262

136,841

(103,028)

3,839,075
Corporate securities
547,564

17,178

(79,449)

485,293
Mortgage-backed securities
331,722

9,719

(14,408)

327,033
Foreign government securities
432,140

29,565

(6,248)

455,457
Foreign corporate securities
393,325

7,357

(21,516)

379,166
Total fixed maturities
$   5,645,672

$       215,614

$    (224,651)

$ 5,636,635
Equity securities
$                15

$                  -

$                (5)

$               10

	At December 31, 2009
	Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Appreciation		Depreciation			Value
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	132,348	$	3,614	$	(1,671	)	$	134,291
Obligations of U.S. states and political subdivisions		3,694,267		183,848		(24,256	)		3,853,859
Corporate securities		618,507		30,298		(13,424	)		635,381
Asset-backed securities		16,597		460		(1,909	)		15,148
Mortgage-backed securities
Commercial		24,213		4,956		(111	)		29,058
Agency residential		556,032		10,366		(1,691	)		564,707
Non-agency residential		61,098		916		(7,055	)		54,959
Foreign government securities		638,204		27,700		(6,687	)		659,217
Foreign corporate securities		514,493		17,184		(15,129	)		516,548
Total fixed maturity securities	$	6,255,759	$	279,342	$	(71,933	)	$	6,463,168
Equity securities	$	15	$	-	$	(2	)	$	13

In accordance with FASB guidance, the Company reclassified the non-credit portion of other-than-temporary impairments from retained earnings into accumulated other comprehensive income, in 2009. At March 31, 2010, the pre-tax cumulative unrealized appreciation on these corporate securities was $1.0 million as compared to pre-tax cumulative unrealized depreciation of $2.0 million at December 31, 2009.

The amortized cost and market value of fixed ~~maturities~~maturity securities are shown in the following table by contractual maturity. Mortgage-backed securities are generally ~~are~~ more likely to be prepaid than other fixed ~~maturities.~~maturity securities. As the stated maturity of such securities may not be indicative of actual maturities, the ~~total~~totals for mortgage-backed and asset-backed securities isare shown separately.

At March 31, 2009

Amortized

Market
(Dollars in thousands)
Cost

Value
Fixed maturities – available for sale

   Due in one year or less
$               288,798

$               293,220
   Due after one year through five years
981,503

1,012,635
   Due after five years through ten years
1,154,927

1,176,019
   Due after ten years
2,888,722

2,827,728
   Mortgage-backed securities
331,722

327,033
Total
$            5,645,672

$            5,636,635

	At March 31, 2010				At December 31, 2009
	Amortized		Market		Amortized		Market
(Dollars in thousands)	Cost		Value		Cost		Value
Fixed maturity securities – available for sale
Due in one year or less	$	292,804	$	292,765	$	334,054	$	335,948
Due after one year through five years		1,459,842		1,503,714		1,276,968		1,316,918
Due after five years through ten years		1,196,303		1,252,804		1,224,457		1,282,470
Due after ten years		2,720,341		2,816,703		2,762,340		2,863,960
Asset-backed securities		16,612		15,130		16,597		15,148
Mortgage-backed securities
Commercial		32,255		38,770		24,213		29,058
Agency residential		431,587		444,327		556,032		564,707
Non-agency residential		60,544		59,689		61,098		54,959
Total fixed maturity securities	$	6,210,288	$	6,423,902	$	6,255,759	$	6,463,168

The changes in net unrealized appreciation ~~(depreciation)~~ for the Company’s investments are derived from the following sources for the periods as indicated:

Three Months Ended

March 31,
(Dollars in thousands)
2009

2008
Increase (decrease) during the period between the market value and cost of

investments carried at market value, and deferred taxes thereon:

     Fixed maturities
$         89,589

$      (37,659)
     Equity securities
(6)

-
     Other invested assets
(1,641)

(1,798)
     Change in unrealized appreciation (depreciation), pre-tax
87,942

(39,457)
     Deferred tax (expense) benefit
(30,780)

13,809
Change in unrealized appreciation (depreciation), net of deferred

taxes, included in stockholder's equity
$         57,162

$      (25,648)

	Three Months Ended
	March 31,
(Dollars in thousands)	2010			2009
Increase during the period between the market value and cost
of investments carried at market value, and deferred taxes thereon:
Fixed maturity securities	$	6,205		$	89,589
Equity securities		(1	)		(6	)
Other invested assets		513			(1,641	)
Change in unrealized appreciation, pre-tax		6,717			87,942
Deferred tax expense		(2,351	)		(30,780	)
Change in unrealized appreciation,
net of deferred taxes, included in stockholder's equity	$	4,366		$	57,162

The Company frequently reviews its fixed maturity securities investment portfolio for declines in market value and focuses its attention on securities whose fair value has fallen below 80% of their amortized value at the time of review. The Company then assesses whether the decline in value is temporary or other-than-temporary. In making its assessment, the Company evaluates the current market and interest rate environment as well as specific issuer ~~information and the Company’s ability and intent to hold to recovery.~~information. Generally, a change in a security’s value caused by a change in the market or interest rate environment does not constitute an ~~other- than-temporary~~other-than-temporary impairment, but rather a temporary decline in market value. Temporary declines in market value are recorded as unrealized losses in accumulated other comprehensive income. If the Company determines that the decline is other-than-temporary and the Company does not have the intent to sell the security; and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis, the carrying value of the investment is written down to fair value. The fair value ~~and a realized loss~~adjustment that is credit related is recorded in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income. The fair value adjustment that is non-credit related is recorded as a component of other comprehensive income, ~~(loss).~~net of tax, and is included in accumulated other comprehensive income in the Company’s consolidated balance sheets. The Company’s assessments are based on the issuers current and expected future financial position, timeliness with respect to interest and/or principal payments, speed of repayments and any applicable credit enhancements or breakeven constant default ~~rates~~ra tes on mortgage-backed and asset-backed securities, as well as relevant information provided by rating agencies, investment advisors and analysts.

Retrospective adjustments are employed to recalculate the values of asset-backed securities. All of the Company’s asset-backed and mortgage-backed securities have a pass-through structure. Each acquisition lot is reviewed to recalculate the effective yield. The recalculated effective yield is used to derive a book value as if the new yield were applied at the time of acquisition. Outstanding principal factors from the time of acquisition to the adjustment date are used to calculate the prepayment history for all applicable securities. Conditional prepayment rates, computed with life to date factor histories and weighted average maturities, are used in the calculation of projected and prepayments for pass-through security types.

The tables below display the aggregate market value and gross unrealized depreciation of fixed maturity and equity securities, by security type and contractual maturity, in each case subdivided according to length of time that individual securities had been in a continuous unrealized loss position for the periods indicated:

	Duration by security type of unrealized loss at March 31, 2010
	Less than 12 months					Greater than 12 months					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
(Dollars in thousands)	Market Value		Depreciation			Market Value		Depreciation			Market Value		Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	45,034	$	(1,962	)	$	515	$	(10	)	$	45,549	$	(1,972	)
Obligations of U.S. states and political subdivisions		556		(6	)		406,437		(22,238	)		406,993		(22,244	)
Corporate securities		36,887		(755	)		58,537		(6,895	)		95,424		(7,650	)
Asset-backed securities		366		(214	)		8,243		(1,757	)		8,609		(1,971	)
Mortgage-backed securities
Agency residential		17,279		(30	)		-		-			17,279		(30	)
Non-agency residential		-		-			52,369		(1,763	)		52,369		(1,763	)
Foreign government securities		281,751		(4,040	)		62,240		(5,349	)		343,991		(9,389	)
Foreign corporate securities		205,585		(6,649	)		63,717		(6,099	)		269,302		(12,748	)
Total fixed maturity securities	$	587,458	$	(13,656	)	$	652,058	$	(44,111	)	$	1,239,516	$	(57,767	)
Equity securities		-		-			12		(3	)		12		(3	)
Total	$	587,458	$	(13,656	)	$	652,070	$	(44,114	)	$	1,239,528	$	(57,770	)

	Duration by maturity of unrealized loss at March 31, 2010
	Less than 12 months					Greater than 12 months					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
(Dollars in thousands)	Market Value		Depreciation			Market Value		Depreciation			Market Value		Depreciation
Fixed maturity securities
Due in one year or less	$	30,601	$	(2,230	)	$	26,790	$	(3,602	)	$	57,391	$	(5,832	)
Due in one year through five years		363,884		(4,798	)		72,638		(4,267	)		436,522		(9,065	)
Due in five years through ten years		120,359		(2,735	)		48,247		(3,385	)		168,606		(6,120	)
Due after ten years		54,969		(3,649	)		443,771		(29,337	)		498,740		(32,986	)
Asset-backed securities		366		(214	)		8,243		(1,757	)		8,609		(1,971	)
Mortgage-backed securities		17,279		(30	)		52,369		(1,763	)		69,648		(1,793	)
Total fixed maturity securities	$	587,458	$	(13,656	)	$	652,058	$	(44,111	)	$	1,239,516	$	(57,767	)
Equity securities	$	-	$	-		$	12	$	(3	)	$	12	$	(3	)

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position as of March 31, 2010 were $1,239.5 million and $57.8 million, respectively. There were no unrealized losses on a single security that exceeded 0.06% of the market value of the fixed maturity securities at March 31, 2010. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $13.7 million of unrealized losses related to fixed maturity securities that have been in an unrealized loss position for less than one year were generally comprised of highly rated domestic and foreign government and corporate securities. Of these unrealized losses, $13.3 million were related to securities that were rated inves tment grade by at least one nationally recognized statistical rating organization. The $44.1 million of unrealized losses related to fixed maturity and equity securities in an unrealized loss position for more than one year related primarily to highly rated domestic and foreign government and corporate securities. Of these unrealized losses, $36.9 million

related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The non-investment grade securities with unrealized losses are mainly comprised of municipal and corporate securities. The gross unrealized depreciation greater than 12 months for mortgage-backed securities included $0.2 million related to sub-prime and alt-A loans. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations. Unrealized losses have decreased since December 31, 2009, as a result of improved conditions in the overall financial market resulting from increased liquidity and lower interest rates.

The Company, given the size of its investment portfolio and capital position, does not have the intent to sell these securities; and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis. In addition, all securities currently in an unrealized loss position are current with respect to principal and interest payments.

	Duration by security type of unrealized loss at December 31, 2009
	Less than 12 months					Greater than 12 months					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
(Dollars in thousands)	Market Value		Depreciation			Market Value		Depreciation			Market Value		Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	44,943	$	(1,671	)	$	-	$	-		$	44,943	$	(1,671	)
Obligations of U.S. states and political subdivisions		559		(4	)		452,018		(24,252	)		452,577		(24,256	)
Corporate securities		45,045		(1,056	)		118,153		(12,368	)		163,198		(13,424	)
Asset-backed securities		366		(26	)		8,233		(1,883	)		8,599		(1,909	)
Mortgage-backed securities
Commercial		959		(34	)		3,312		(77	)		4,271		(111	)
Agency residential		213,093		(1,691	)		-		-			213,093		(1,691	)
Non-agency residential		1,272		(31	)		47,202		(7,024	)		48,474		(7,055	)
Foreign government securities		159,493		(2,158	)		69,109		(4,529	)		228,602		(6,687	)
Foreign corporate securities		124,325		(4,205	)		98,772		(10,924	)		223,097		(15,129	)
Total fixed maturity securities	$	590,055	$	(10,876	)	$	796,799	$	(61,057	)	$	1,386,854	$	(71,933	)
Equity securities		13		(2	)		-		-			13		(2	)
Total	$	590,068	$	(10,878	)	$	796,799	$	(61,057	)	$	1,386,867	$	(71,935	)

	Duration by maturity of unrealized loss at December 31, 2009
	Less than 12 months					Greater than 12 months					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
(Dollars in thousands)	Market Value		Depreciation			Market Value		Depreciation			Market Value		Depreciation
Fixed maturity securities
Due in one year or less	$	-	$	-		$	58,010	$	(4,887	)	$	58,010	$	(4,887	)
Due in one year through five years		192,929		(2,975	)		140,349		(9,129	)		333,278		(12,104	)
Due in five years through ten years		137,196		(2,934	)		54,279		(3,401	)		191,475		(6,335	)
Due after ten years		44,240		(3,185	)		485,414		(34,656	)		529,654		(37,841	)
Asset-backed securities		366		(26	)		8,233		(1,883	)		8,599		(1,909	)
Mortgage-backed securities		215,324		(1,756	)		50,514		(7,101	)		265,838		(8,857	)
Total fixed maturity securities	$	590,055	$	(10,876	)	$	796,799	$	(61,057	)	$	1,386,854	$	(71,933	)
Equity securities	$	13	$	(2	)	$	-	$	-		$	13	$	(2	)

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position as of December 31, 2009 were $1,386.9 million and $71.9 million, respectively. There were no unrealized losses on a single security that exceeded 0.11% of the market value of the fixed maturity securities at December 31, 2009. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $10.9 million of unrealized losses related to fixed maturity and equity securities that have been in an unrealized loss position for less than one year were generally comprised of highly rated government, corporate and mortgage-backed securities. Of these unrealized losses, $10.7 million were related to securities that wer e rated investment grade by at least one nationally recognized statistical rating organization. The $61.1 million of unrealized losses related to securities in an unrealized loss position for more than one year also related primarily to highly rated municipal, corporate and mortgage-backed securities. Of these unrealized losses, $50.5 million related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The non-investment grade securities with unrealized losses are mainly comprised of corporate and commercial mortgage-backed securities. The gross unrealized depreciation greater than 12 months for mortgage-backed securities included only $0.07 million related to sub-prime and alt-A loans. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations. The mortgage-backed securities still had exce ss credit coverage and were current on interest and principal payments. Unrealized losses decreased since December 31, 2008, as a result of improved conditions in the overall financial market resulting from increased liquidity and lower interest rates.

The components of net investment income are presented in the table below for the periods indicated:

	Three Months Ended
	March 31,
(Dollars in thousands)	2010			2009
Fixed maturity securities	$	73,555		$	70,329
Equity securities		2,404			694
Short-term investments and cash		77			2,211
Other invested assets
Limited partnerships		9,414			(34,093	)
Other		1,798			2,771
Total gross investment income		87,248			41,912
Interest credited and other expense		(2,141	)		(2,253	)
Total net investment income	$	85,107		$	39,659

The Company reports results from limited partnership investments on the equity basis of accounting with changes in value reported through net investment income. Due to the timing of receiving financial information from these partnerships, the results are generally reported on a one month or quarter lag. If the Company determines there has been a significant decline in value of a limited partnership during this lag period, a loss will be recorded in the period in which the Company indentifies the decline.

The Company had contractual commitments to invest up to an additional $132.5 million in limited partnerships at March 31, 2010. These commitments will be funded when called in accordance with the partnership agreements, which have investment periods that expire, unless extended, through 2014.

The components of net realized capital losses are presented in the table below for the periods indicated:

Three Months Ended

March 31,
(Dollars in thousands)
2009

2008
Fixed maturity securities, market value:

   Other-than-temporary impairments
$               (560)

$               (770)
   Losses from sales
(28,094)

(348)
Fixed maturity securities, fair value:

   Gain from sales
96

-
   Losses from fair value adjustments
(42)

-
Equity securities, fair value:

   Losses from sales
(446)

(11,596)
   Losses from fair value adjustments
(16,923)

(55,058)
Other invested assets, fair value:

   Losses from fair value adjustments
(22,215)

(34,128)
Total net realized capital losses
$          (68,184)

$        (101,900)

	Three Months Ended
	March 31,
(Dollars in thousands)	2010			2009
Fixed maturity securities, market value:
Other-than-temporary impairments	$	-		$	(560	)
Losses from sales		(777	)		(28,094	)
Fixed maturity securities, fair value:
Gains from sales		83			96
Gains (losses) from fair value adjustments		3,000			(42	)
Equity securities, fair value:
Gains (losses) from sales		1,894			(446	)
Gains (losses) from fair value adjustments		13,231			(16,923	)
Other invested assets, fair value:
Losses from fair value adjustments		(22,737	)		(22,215	)
Short-term investment losses		(1	)		-
Total net realized capital losses	$	(5,307	)	$	(68,184	)

Proceeds from the sales of fixed maturity securities for the three months ended March 31, 2010 and 2009 ~~and 2008~~ were ~~$48.3~~$168.0 million and ~~$14.7~~$48.3 million, respectively. Gross gains of ~~$1.5~~$1.8 million and ~~$0.9~~$1.5 million and gross losses of ~~$29.6~~$2.5 million and ~~$1.2~~$29.6 million were realized on those fixed maturity securities sales for the three months ended March 31, ~~2009~~2010 and ~~2008,~~2009, respectively. Proceeds from sales of equity ~~security investments, fair value,~~securities for the three months ended March 31, 2010 and 2009 ~~and 2008~~ were ~~$1.6~~$21.3 million and ~~$229.0~~$1.6 million, respectively. Gross gains of ~~$0.2~~$2.4 million and ~~$2.1~~$0.2 million and gross losses of ~~$0.7~~$0.5 million and ~~$13.7~~$0.7 million were realized on those equity sales for the three months ended March 31, 2010 and 2009, ~~and 2008,~~ respectively.

Included in net realized capital losses for the three months ended March 31, 2009 and 2008 was $0.6 million and $0.8 million, respectively, for write-downs in the value of securities deemed to be impaired on an other-than-temporary basis.

~~4. Fair Value~~

The Company records fair value re-measurements as net realized capital gains or losses in the consolidated statements of operations and comprehensive ~~income~~ (loss). income. The Company recorded ~~$39.2~~$6.5 million and ~~$89.2~~$39.2 million in net realized capital losses due to fair value ~~re-measurement~~re-measurements on fixed maturity and equity securities and other invested assets, at fair value, for the three months ended March 31, 2010 and 2009.

At March 31, 2010, the Company had no write-downs in the value of securities deemed to be impaired on an other-than-temporary basis included in net realized capital losses. At March 31, 2009, the Company had $0.6 million of write-downs in the value of securities deemed to be impaired on an other-than-temporary basis included in net realized capital losses. The Company had no other-than-temporary impaired securities where the impairment had both a credit and ~~2008, respectively.~~

non-credit component.

The Company’s fixed ~~maturities~~maturity and equity securities are managed by third party investment asset ~~managers and market and fair values for these securities are obtained from third party pricing services retained by the~~managers. The investment asset ~~managers.~~ managers obtain prices from nationally recognized pricing services. These services seek to utilize market data and observations in their evaluation process. They use pricing applications that vary by asset class and incorporate available market information and when fixed maturity securities do not trade on a daily basis the services will apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. In addition, they use model processes, such as the Option Adjusted Spread model to develop prepayment and interest rate scenarios for securities that have prepayment features.

In limited instances where prices are not provided by pricing services or in rare instances when a manager may not agree with the pricing service, price quotes on a non-binding basis are obtained from investment brokers. The investment asset managers do not make any changes to prices received from either the pricing services or the investment brokers. In addition, the investment asset managers have procedures in place to review the reasonableness of the prices from the service providers and may ~~obtain additional price quotes for verification.~~request verification of the prices. In addition, the Company tests the prices on a random basis to an independent pricing source. In limited situations, where financial markets are inactive or illiquid, the Company may use its own assumptions

about future cash flows and risk-adjusted discount rates to determine fair value.

The Company made no such adjustments at March 31, 2010.

Fixed ~~maturities~~maturity securities are generally categorized as Level 2, Significant Other Observable Inputs, since a particular security may not have traded but the pricing services are able to use valuation models with observable market inputs such as interest rate yield curves and prices for similar fixed ~~maturities~~maturity securities in terms of issuer, maturity and seniority. Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk) are categorized as Level 3, Significant Unobservable Inputs. These securities include broker priced securities and valuation of less liquid securities such as commercial mortgage-backed securities.

Equity securities in U.S. denominated currency are categorized as Level 1, Quoted Prices in Active Markets for Identical Assets, since the securities are actively traded on an exchange and prices are based on quoted prices from the exchange. Equity securities traded on foreign exchanges are categorized as Level 2 due to potential foreign exchange adjustments to fair or market value.

Other invested assets, at fair value, are categorized as Level 1, Quoted Prices in Active Markets for Identical Assets, since the securities are shares of the Company’s parent, which are actively traded on an exchange and the price is based on a quoted price.

The following ~~tables present~~table presents the fair value measurement levels for all assets, ~~and liabilities,~~ which the Company has recorded at fair value (fair and market value) as of the ~~periods~~period indicated:

Fair Value Measurement Using:

Quoted Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Inputs
(Dollars in thousands)

March 31, 2009

(Level 1)

(Level 2)

(Level 3)
Assets:

   Fixed maturities, market value

$          5,636,635

$                     -

$        5,629,171

$                7,464
   Fixed maturities, fair value

47,391

-

47,391

-
   Equity securities, market value

10

10

-

-
   Equity securities, fair value

109,788

109,399

389

-
   Other invested assets, fair value
294,535

294,535

-

-

There were no significant transfers between Level 1 and Level 2 for the three months ended March 31, 2010.

The following table presents the ~~fixed maturity investments for which~~ fair value ~~was measured~~measurement levels for all assets, which the Company has recorded at fair value (fair and market value) as of the period indicated:

			Fair Value Measurement Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	December 31, 2009		(Level 1)		(Level 2)		(Level 3)
Assets:
Fixed maturities, market value
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	134,291	$	-	$	134,291	$	-
Obligations of U.S. States and political subdivisions		3,853,859		-		3,853,859		-
Corporate securities		635,381		-		628,451		6,930
Asset-backed securities		15,148		-		8,890		6,258
Mortgage-backed securities
Commercial		29,058		-		29,058		-
Agency residential		564,707		-		564,707		-
Non-agency residential		54,959		-		54,533		426
Foreign government securities		659,217		-		659,217		-
Foreign corporate securities		516,548		-		516,548		-
Total fixed maturities, market value		6,463,168		-		6,449,554		13,614

Fixed maturities, fair value		50,528		-		50,528		-
Equity securities, market value		13		13		-		-
Equity securities, fair value		380,025		379,058		967		-
Other invested assets, fair value		382,639		382,639		-		-

The following tables present the activity under Level 3, fair value measurements using significant unobservable inputs for fixed maturity investments, for the periods indicated:

Three Months Ended

March 31,
(Dollars in thousands)
2009

2008
Assets:

Beginning balance at January 1
$            10,967

$            78,709
Total gains or (losses) (realized/unrealized)

    Included in earnings (or changes in net assets)
(25)

(338)
    Included in other comprehensive income
181

(937)
Purchases, issuances and settlements
2,975

(6,043)
Transfers in and/or (out) of Level 3
(6,634)

(37,299)
Ending balance at March 31
$              7,464

$            34,092

The amount of total gains or losses for the period included in earnings

(or changes in net assets) attributable to the change in unrealized

    gains or losses relating to assets still held at the reporting date
$               (131)

$               (387)

By Asset
Corporate Asset-backed Non-agency
(Dollars in thousands) Securities Securities RMBS Total
Beginning balance January 1, 2010 $ 6,930 $ 6,258 $ 426 $ 13,614
Total gains or (losses) (realized/unrealized)
Included in earnings (or changes in net assets) - - 25 25
Included in other comprenhensive income - (78 ) 41 (37 )
Purchases, issuances and settlements - 188 (36 ) 152
Transfers in and/or (out) of Level 3 - - - -
Ending balance March 31, 2010 $ 6,930 $ 6,368 $ 456 $ 13,754

The amount of total gains or losses for the period included in earnings
(or changes in net assets) attributable to the change in unrealized
gains or losses relating to assets still held at the reporting date $ - $ - $ - $ -

(Some amounts may not reconcile due to rounding.)

Summary
Three Months Ended
March 31,
(Dollars in thousands) 2010 2009
Assets:
Balance, beginning of period $ 13,614 $ 10,967
Total gains or (losses) (realized/unrealized)
Included in earnings (or changes in net assets) 25 (25 )
Included in other comprehensive income (37 ) 181
Purchases, issuances and settlements 152 2,975
Transfers in and/or (out) of Level 3 - (6,634 )
Balance, end of period $ 13,754 $ 7,464

The amount of total gains or losses for the period included in earnings
(or changes in net assets) attributable to the change in unrealized
gains or losses relating to assets still held at the reporting date $ - $ (131 )

5. ~~Capital Transactions~~

CAPITAL TRANSACTIONS

On December 17, 2008, Group and Holdings renewed their shelf registration statement on Form S-3ASR with the ~~Securities and Exchange Commission (the “SEC”),~~SEC, as a Well Known Seasoned Issuer. This shelf registration statement can be used by Group to register common shares, preferred shares, debt securities, warrants, share purchase contracts and share purchase units; by Holdings to register debt securities and by Everest Re Capital Trust III (“Capital Trust III”) to register trust preferred securities.

6. ~~Contingencies~~

CONTINGENCIES

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance, reinsurance and other contractual agreements. In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, the Company believes that its positions are legally and commercially reasonable. While the final ~~outcome~~outcom e of these matters cannot be predicted with certainty, the Company does not believe that any of these matters, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, an adverse resolution of one or more of these items in any one quarter or fiscal year could have a material adverse effect on the Company’s results of operations in that period.

The Company does not believe that there are any material pending legal proceedings to which it or any of its subsidiaries is a party or of which any of their properties are the subject.

The Company continues to receive claims under expired insurance and reinsurance contracts asserting injuries and/or damages relating to or resulting from environmental pollution and hazardous substances, including asbestos. Environmental claims typically assert liability for (a) the mitigation or remediation of environmental contamination or (b) bodily injury or property damage caused by the release of hazardous substances into the land, air or water. Asbestos claims typically assert liability for bodily injury from exposure to asbestos or for property damage resulting from asbestos or products containing asbestos.

The Company’s reserves include an estimate of the Company’s ultimate liability for asbestos and environmental (“A&E”) claims. As of March 31, ~~2009,~~2010, approximately ~~10%~~8% of the Company’s gross reserves were an estimate of the Company’s ultimate liability for A&E claims. The Company’s A&E liabilities emanate from Mt. McKinley Insurance Company’s (“Mt. McKinley”), a direct subsidiary of the Company, direct

insurance business and Everest Re’s assumed reinsurance business. All of the contracts of insurance and reinsurance under which the Company has received claims during the past three years, expired more than 20 years ago. There are significant uncertainties surrounding the Company’s reserves for its A&E ~~losses.~~

los ses.

A&E exposures represent a separate exposure group for monitoring and evaluating reserve adequacy. The following table summarizes incurred losses with respect to A&E on both a gross and net of retrocessional basis for the periods indicated:

Three Months Ended

March 31,
(Dollars in thousands)
2009

2008
Gross basis:

   Beginning of period reserves
$          786,842

$         922,843
   Incurred losses
-

-
   Paid losses
(18,081)

(21,803)
End of period reserves
$          768,761

$         901,040

Net basis:

   Beginning of period reserves
$          485,296

$         537,549
   Incurred losses
-

-
   Paid losses
(10,087)

(13,486)
End of period reserves
$          475,209

$         524,063

	Three Months Ended
	March 31,
(Dollars in thousands)	2010			2009
Gross basis:
Beginning of period reserves	$	638,674		$	786,842
Incurred losses		-			-
Paid losses		(13,466	)		(18,081	)
End of period reserves	$	625,208		$	768,761

Net basis:
Beginning of period reserves	$	430,421		$	485,296
Incurred losses		-			-
Paid losses		(11,191	)		(10,087	)
End of period reserves	$	419,230		$	475,209

At March 31, ~~2009,~~2010, the gross reserves for A&E losses were comprised of ~~$153.0~~$139.0 million representing case reserves reported by ceding companies, ~~$151.2~~$142.6 million representing additional case reserves established by the Company on assumed reinsurance claims, ~~$127.3~~$61.9 million representing case reserves established by the Company on direct excess insurance claims, including Mt. McKinley and ~~$337.3~~$281.7 million representing ~~incurred but not reported (“IBNR”)~~IBNR reserves.

With respect to asbestos only, at March 31, ~~2009,~~2010, the Company had gross asbestos loss reserves of ~~$718.7~~$595.8 million, or ~~93.5%~~95.3%, of total A&E reserves, of which ~~$524.4~~$465.9 million was for assumed business and ~~$194.3~~$129.9 million was for direct business.

Management believes that these uncertainties and factors continue to render reserves for A&E and particularly asbestos losses significantly less subject to traditional actuarial analysis than reserves for other types of losses. The Company establishes reserves to the extent that, in the judgment of management, the facts and prevailing law reflect an exposure for the Company or its ceding companies.

Due to the uncertainties, the ultimate losses attributable to A&E, and particularly asbestos, may be subject to more variability than are non-A&E reserves and such variation, depending on coverage under the Company’s various reinsurance arrangements, could have a material adverse effect on the Company’s future financial condition, results of operations and cash flows.

In 1993 and prior, the Company had a business arrangement with The Prudential Insurance Company of America (“The Prudential”) wherein, for a fee, the Company accepted settled claim payment obligations of certain property and casualty insurers, and, concurrently, became the owner of the annuity or assignee of the annuity proceeds funded by the property and casualty insurers specifically to fulfill these fully settled obligations. In these circumstances, the Company would be liable if The Prudential, which has an A+ (Superior) financial strength rating from A.M. Best Company (“A.M. Best”), was unable to make the annuity payments. At March 31, ~~2009~~2010 and December 31, ~~2008,~~2009, the estimated cost to replace all such annuities for which the Company was contingently liable was $152.8 million and ~~$152.1~~$ 152.3 million, respectively.

Prior to its 1995 initial public offering, the Company had purchased annuities from an unaffiliated life insurance company with an A+ (Superior) financial strength rating from A.M. Best to settle certain claim liabilities of the company. Should the life insurance company become unable to make the annuity payments,

the Company would be liable for those claim liabilities. At March 31, ~~2009~~2010 and December 31, ~~2008,~~2009, the estimated cost to replace such annuities was ~~$23.2 million and $23.1 million, respectively.~~

$24.6 million.

7. ~~Other Comprehensive Income (Loss)~~

OTHER COMPREHENSIVE INCOME

The following table presents the components of ~~other~~ comprehensive income ~~(loss)~~in the consolidated statements of operations and comprehensive income for the periods indicated:

Three Months Ended

March 31,
(Dollars in thousands)

2009

2008
Unrealized gains (losses) on securities

$             87,942

$          (39,457)
Tax (expense) benefit

(30,780)

13,809
Net unrealized gains (losses) on securities

57,162

(25,648)

Foreign currency translation adjustments

(28,742)

9,178
Tax benefit (expense)

10,060

(3,212)
Net foreign currency translation adjustments

(18,682)

5,966

Other comprehensive income (loss), net of deferred taxes

$             38,480

$          (19,682)

Three Months Ended
March 31,
(Dollars in thousands) 2010 2009
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period
URA(D) of investments - temporary $ 3,666 $ 87,942
URA(D) of investments - non-credit OTTI 3,051 -
Tax expense from URA(D) arising during the period (2,351 ) (30,780 )
Total URA(D) on securities arising during the period, net of tax 4,366 57,162

Foreign currency translation adjustments 10,726 (28,742 )
Tax (expense) benefit from foreign currency translation (3,754 ) 10,060
Net foreign currency translation adjustments 6,972 (18,682 )

Pension adjustments 628 -
Tax expense on pension (220 ) -
Net pension adjustments 408 -

Other comprehensive income, net of tax $ 11,746 $ 38,480

The following table presents the components of accumulated other comprehensive income, net of tax, in the consolidated balance sheets for the periods indicated:

March 31, December 31,
(Dollars in thousands) 2010 2009
URA(D) on securities, net of deferred taxes
Temporary $ 137,953 $ 135,570
Non-credit, OTTI 658 (1,325 )
Total unrealized appreciation (depreciation) on investments, net of deferred taxes 138,611 134,245
Foreign currency translation adjustments, net of deferred taxes 63,973 57,001
Pension adjustments, net of deferred taxes (23,860 ) (24,268 )
Accumulated other comprehensive income $ 178,724 $ 166,978

8. ~~Credit Line~~

CREDIT LINE

Effective August 23, 2006, Holdings entered into a five year, $150.0 million senior revolving credit facility with a syndicate of lenders, referred to as the “Holdings Credit Facility”. Citibank N.A. is the administrative agent for the Holdings Credit Facility. The Holdings Credit Facility may be used for liquidity and general corporate purposes. The Holdings Credit Facility provides for the borrowing of up to $150.0 million with interest at a rate selected by Holdings equal to either, (1) the Base Rate (as defined below) or (2) a periodic fixed rate equal to the Eurodollar Rate plus an applicable margin. The Base Rate means a fluctuating interest rate per annum in effect from time to time to be equal to the higher of (a) the rate of interest publicly announced by Citibank as its prime rate or (b) 0.5% per annum above the Federal Funds Rate, in each case plus the applicable margin. The amount of margin and the fees payable for the Holdings Credit Facility depends upon Holdings’ senior unsecured debt rating.

The Holdings Credit Facility requires Holdings to maintain a debt to capital ratio of not greater than 0.35 to 1 and Everest Re to maintain its statutory surplus at $1.5 billion plus 25% of future aggregate net income and 25% of future aggregate capital contributions after December 31, 2005, which at March 31, ~~2009,~~2010, was ~~$1,837.9~~$1,933.8 million. As of March 31, ~~2009,~~2010, Holdings was in compliance with all Holdings Credit Facility covenants.

At March 31, ~~2009~~2010 and December 31, ~~2008, there were~~2009, the Holdings Credit Facility had outstanding letters of credit of $17.0 million and $28.0 million, ~~under the Holdings Credit Facility.~~

respectively.

Costs incurred in connection with the Holdings Credit Facility were ~~$26,328~~$9.3 thousand and ~~$25,791~~$26.3 thousand for the three months ended March 31, 2010 and 2009, ~~and 2008,~~ respectively.

9. ~~Letters of Credit~~

LETTERS OF CREDIT

The Citibank Holdings Credit Facility involves a syndicate of lenders (see Note 8), with Citibank acting as administrative agent. At March 31, ~~2009~~2010 and December 31, ~~2008,~~2009, letters of credit for $17.0 million and $28.0 million, respectively, were issued and outstanding. The following table summarizes the Company’s letters of credit at March 31, ~~2009.~~

2010.

(Dollars in thousands)

Bank
Commitment

In Use

Date of Expiry
Citibank Holdings Credit Facility
$           150,000

$             27,959

12/31/2009
Total Citibank Holdings Credit Facility
$           150,000

$             27,959

(Dollars in thousands)
Bank Commitment In Use Date of Expiry
Citibank Holdings Credit Facility $ 150,000 $ 16,951 12/31/2010
Total Citibank Holdings Credit Facility $ 150,000 $ 16,951

10. ~~Trust Agreements~~

TRUST AGREEMENTS

A subsidiary of the Company, Everest Re, has established a trust agreement, which effectively uses Everest Re’s investments as collateral, as security for assumed losses payable to a non-affiliated ceding company. At March 31, ~~2009,~~2010, the total amount on deposit in the trust account was ~~$20.8~~$23.7 million.

11. ~~Senior Notes~~

SENIOR NOTES

On October 12, 2004, Holdings completed a public offering of $250.0 million principal amount of 5.40% senior notes due October 15, 2014. On March 14, 2000, Holdings completed a public offering of $200.0 million principal amount of 8.75% senior notes due March 15, 2010.

On March 15, 2010, the $200.0 million principal amount of 8.75% senior notes matured, and was paid in cash.

Interest expense incurred in connection with these senior notes was $7.1 million and $7.8 million for the three months ended March 31, 2010 and 2009, ~~and 2008.~~respectively. Market value, which is based on quoted market price at March 31, ~~2009~~2010 and December 31, ~~2008,~~2009, was ~~$212.5~~$261.0 million and ~~$186.2~~$256.1 million, respectively, for the 5.40% senior notes and ~~$201.2~~$200.0 million ~~and $156.8 million, respectively,~~ for the 8.75% senior ~~notes.~~

notes at December 31, 2009.

12. ~~Long Term Subordinated Notes~~

LONG TERM SUBORDINATED NOTES

On April 26, 2007, Holdings completed a public offering of $400.0 million principal amount of 6.6% fixed to floating rate long term subordinated notes with a scheduled maturity date of May 15, 2037 and a final maturity date of May 1, 2067. During the fixed rate interest period from May 3, 2007 through May 14, 2017, interest will be at the annual rate of 6.6%, payable semi-annually in arrears on November 15 and May 15 of each year, commencing on November 15, 2007, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years. During the floating rate interest period from May 15, 2017 through maturity, interest will be based on the 3 month London Interbank Offered Rate (“LIBOR”) plus 238.5 basis points, reset quarterly, payable quarterly in arrears on ~~February~~Fe bruary 15, May 15, August 15 and November 15 of each year, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years. Deferred interest will accumulate interest at the applicable rate compounded semi-annually for periods prior to May 15, 2017, and compounded quarterly for periods from and including May 15, 2017.

Holdings can redeem the long term subordinated notes prior to May 15, 2017, in whole but not in part at the applicable redemption price, which will equal the greater of (a) 100% of the principal amount being redeemed and (b) the present value of the principal payment on May 15, 2017 and scheduled payments of interest that would have accrued from the redemption date to May 15, 2017 on the long term subordinated notes being redeemed, discounted to the redemption date on a semi-annual basis at a discount rate equal to the treasury rate plus an applicable spread of either 0.25% or 0.50%, in each case plus accrued and unpaid interest. Holdings may redeem the long term subordinated notes on or after May 15, 2017, in whole or in part at 100% of the principal amount plus accrued and unpaid interest; however, redemption on or ~~after~~af ter the scheduled maturity date and prior to May 1, 2047 is subject to a replacement capital covenant. This covenant is for the benefit of certain senior note holders and it mandates that Holdings receive proceeds from the sale of another subordinated debt issue, of at least similar size, before it may redeem the subordinated notes.

On March 19, 2009, Group announced the commencement of a cash tender offer for any and all of the ~~6.60%~~6.6% fixed to floating rate long term subordinated notes. Upon expiration of the tender offer, the Company had reduced its outstanding debt by $161.4 million, which resulted in a pre-tax gain on debt repurchase of $78.3 million.

Interest expense incurred in connection with these long term notes was ~~$6.5~~$3.9 million and ~~$6.6~~$6.5 million for the three months ended March 31, ~~2009~~2010 and ~~2008,~~2009, respectively. Market value, which is based on quoted market ~~price~~prices at March 31, ~~2009~~2010 and December 31, ~~2008,~~2009, was ~~$118.1~~$204.1 million and $176.5 million on the outstanding 6.6% long term subordinated notes, ~~of $238.3 million and $168.0 million on outstanding 6.6% long term subordinated notes of $399.6 million,~~ respectively.

13. ~~Junior Subordinated Debt Securities Payable~~

JUNIOR SUBORDINATED DEBT SECURITIES PAYABLE

On March 29, 2004, Holdings issued $329.9 million of 6.20% junior subordinated debt securities due, March 29, 2034, to Everest Re Capital Trust II (“Capital Trust II”). Holdings may redeem the junior subordinated debt securities before their maturity at 100% of their principal amount plus accrued interest as of the date of redemption. The securities may be redeemed in whole or in part, on one or more occasions at any time on or after March ~~31,~~30, 2009; or at any time, in whole, but not in part, within 90 days of the occurrence and continuation of a determination that the Trust may become subject to tax or the Investment Company Act.

Fair value, which is primarily based on the quoted market price of the related trust preferred securities was $289.6 million and $272.6 million at March 31, ~~2009~~2010 and December 31, ~~2008, was $220.7 million and $222.2 million,~~2009, respectively, for the 6.20% junior subordinated debt securities.

Interest expense incurred in connection with these junior subordinated notes was $5.1 million for the three months ended March 31, ~~2009~~2010 and ~~2008.~~

2009.

Capital Trust II is a wholly owned finance subsidiary of Holdings.

Holdings considers that the mechanisms and obligations relating to the trust preferred securities, taken together, constitute a full and unconditional guarantee by Holdings of Capital Trust II’s payment obligations with respect to the trust preferred securities.

Capital Trust II will redeem all of the outstanding trust preferred securities when the junior subordinated debt securities are paid at maturity on March 29, 2034. The Company may elect to redeem the junior subordinated debt securities, in whole or in part, at any time on or after March ~~31,~~30, 2009. If such an early redemption occurs, the outstanding trust preferred securities would also be proportionately redeemed.

There are certain regulatory and contractual restrictions on the ability of the Company’s operating subsidiaries to transfer funds to the Company in the form of cash dividends, loans or advances. The insurance laws of the State of Delaware, where the Company’s direct insurance subsidiaries are domiciled, require regulatory approval before those subsidiaries can pay dividends or make loans or advances to the Company that exceed certain statutory thresholds. In addition, the terms of the Holdings Credit Facility (discussed in Note 8) require Everest Re, the Company’s principal insurance subsidiary, to maintain a certain statutory surplus level as measured at the end of each fiscal year. At December 31, ~~2008, $1,745.6~~2009, $2,352.0 million of the ~~$2,735.2~~$3,271.1 million in net assets of the ~~Company’s~~Company’ ;s consolidated subsidiaries were subject to the foregoing regulatory restrictions.

14. ~~Segment Results~~

SEGMENT REPORTING

The Company, through its subsidiaries, operates in four segments: U.S. Reinsurance, U.S. Insurance, Specialty Underwriting and International. The U.S. Reinsurance operation writes property and casualty reinsurance, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies within the U.S. The U.S. Insurance operation writes property and casualty insurance primarily through general agents, brokers and surplus lines brokers within the U.S. The Specialty Underwriting operation writes accident and health (“A&H”), marine, aviation and surety business within the U.S. and

worldwide through brokers and directly with ceding companies. The International operation writes non-U.S. property and casualty reinsurance through Everest Re’s branches in Canada and Singapore and offices in Miami and New Jersey.

These segments are managed ~~in a coordinated fashion~~independently, but conform with corporate guidelines with respect to pricing, risk management, control of aggregate catastrophe exposures, capital, investments and support operations. Management generally monitors and evaluates the financial performance of these operating segments based upon their underwriting results.

Underwriting results include earned premium less losses and loss adjustment expenses ~~("LAE"~~(“LAE”) incurred, commission and brokerage expenses and other underwriting expenses. Underwriting results are measured using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which, respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.

The Company does not maintain separate balance sheet data for its operating segments. Accordingly, the Company does not review and evaluate the financial results of its operating segments based upon balance sheet data.

The following tables present the underwriting results for the operating segments for the periods indicated:

Three Months Ended
U.S. Reinsurance
March 31,
(Dollars in thousands)
2009

2008
Gross written premiums
$           264,331

$           233,719
Net written premiums
139,432

147,419

Premiums earned
$           146,333

$           198,116
Incurred losses and LAE
90,141

121,049
Commission and brokerage
31,919

52,740
Other underwriting expenses
7,562

8,773
Underwriting gain
$             16,711

$             15,554

Three Months Ended
Specialty Underwriting
March 31,
(Dollars in thousands)
2009

2008
Gross written premiums
$             58,923

$             54,911
Net written premiums
32,605

36,921

Premiums earned
$             36,836

$            35,550
Incurred losses and LAE
25,383

18,215
Commission and brokerage
10,067

9,977
Other underwriting expenses
1,845

2,411
Underwriting (loss) gain
$                (459)

$               4,947

Three Months Ended
U.S. Insurance March 31,
(Dollars in thousands) 2010 2009
Gross written premiums $ 228,237 $ 204,717
Net written premiums 102,467 121,152

Premiums earned $ 101,166 $ 111,972
Incurred losses and LAE 72,950 81,144
Commission and brokerage 1,641 12,018
Other underwriting expenses 16,577 17,281
Underwriting gain $ 9,998 $ 1,529

	Three Months Ended
Specialty Underwriting	March 31,
(Dollars in thousands)	2010		2009
Gross written premiums	$	65,887	$	58,923
Net written premiums		37,239		32,605

Premiums earned	$	38,898	$	36,836
Incurred losses and LAE		27,461		25,383
Commission and brokerage		8,535		10,067
Other underwriting expenses		1,951		1,845
Underwriting gain (loss)	$	951	$	(459	)

	Three Months Ended
International	March 31,
(Dollars in thousands)	2010			2009
Gross written premiums	$	275,350		$	250,750
Net written premiums		145,209			135,356

Premiums earned	$	147,069		$	143,304
Incurred losses and LAE		236,485			92,527
Commission and brokerage		30,447			34,215
Other underwriting expenses		6,380			4,620
Underwriting (loss) gain	$	(126,243	)	$	11,942

Three Months Ended
International
March 31,
(Dollars in thousands)
2009

2008
Gross written premiums
$           250,750

$           186,378
Net written premiums
135,356

116,286

Premiums earned
$           143,304

$           123,268
Incurred losses and LAE
92,527

74,542
Commission and brokerage
34,215

26,426
Other underwriting expenses
4,620

5,054
Underwriting gain
$             11,942

$             17,246

The following table reconciles the underwriting results for the operating segments to income before taxes as reported in the consolidated statements of operations and comprehensive ~~loss~~(loss) income for the periods indicated:

Three Months Ended

March 31,
(Dollars in thousands)
2009

2008
Underwriting gain
$           29,723

$           49,854
Net investment income
39,659

87,977
Net realized capital losses
(68,184)

(101,900)
Realized gain on debt repurchase
78,271

-
Corporate expense
(1,318)

(1,693)
Interest, fee and bond issue cost amortization expense
(19,633)

(19,742)
Other expense
(114)

(21,273)
Income (loss) before taxes
$           58,404

$           (6,777)

	Three Months Ended
	March 31,
(Dollars in thousands)	2010			2009
Underwriting (loss) gain	$	(113,425	)	$	29,723
Net investment income		85,107			39,659
Net realized capital losses		(5,307	)		(68,184	)
Realized gain on debt repurchase		-			78,271
Corporate expense		(2,226	)		(1,318	)
Interest, fee and bond issue cost amortization expense		(16,340	)		(19,633	)
Other income (expense)		5,112			(114	)
(Loss) income before taxes	$	(47,079	)	$	58,404

The Company produces business in the U.S. and internationally. The net income deriving from and assets residing in the individual foreign countries in which the Company writes business are not identifiable in the Company’s financial records. Based on gross written premium, other than the U.S., no other country represented more than 5% of the Company’s revenues.

15. ~~Related-Party Transactions~~

RELATED-PARTY TRANSACTIONS

During the normal course of business, the Company, through its affiliates, engages in reinsurance and brokerage and commission business transactions, with companies controlled by or affiliated with one or more of its outside directors. Such transactions, individually and in the aggregate, are not material to the Company’s financial condition, results of ~~operations~~operation and cash flows.

The Company engages in reinsurance transactions with Bermuda Re and Everest International Reinsurance, Ltd. (“Everest International”), affiliates, primarily driven by enterprise risk and capital management ~~consideration,~~considerations under which business is ceded at market rates and terms. These transactions include:

·	Effective September 19, 2000, Mt. McKinley and Bermuda Re entered into a loss portfolio transfer reinsurance agreement, whereby Mt. McKinley transferred all of its net insurance exposures and reserves to Bermuda Re.

·	Effective October 1, 2001, Everest Re and Bermuda Re entered into a loss portfolio reinsurance agreement, whereby Everest Re transferred all of its Belgium branch net insurance exposures and reserves to Bermuda Re.

For premiums earned and losses incurred for the period January 1, 2002 through December 31, 2002, Everest Re, Everest National Insurance Company and Everest Security Insurance Company entered into an Excess of Loss Reinsurance Agreement with Bermuda Re, covering workers’ compensation losses occurring on and after January 1, 2002, as respects new, renewal and in force policies effective on that date through December 31, 2002. Bermuda Re is liable for any loss exceeding $100,000 per occurrence, with its liability not to exceed $150,000 per occurrence.

·	Effective January 1, 2002 for the 2002 underwriting year, Everest Re ceded 20.0% of its net retained liability to Bermuda Re through a quota share reinsurance agreement (“whole account quota share”). This agreement remained in effect through December 31, 2002.

~~Effective September 19, 2000, Mt. McKinley and Bermuda Re entered into a loss portfolio transfer reinsurance agreement, whereby Mt. McKinley transferred all~~

Table of ~~its net insurance exposures and reserves to Bermuda Re.~~

Contents

Effective October 1, 2001, Everest Re and Bermuda Re entered into a loss portfolio reinsurance agreement, whereby Everest Re transferred all of its Belgium branch net insurance exposures and reserves to Bermuda Re.

Effective January 1, 2003, Everest Re and Bermuda Re amended the whole account quota share, through which Everest Re previously ceded 20.0% of its business to Bermuda Re so that effective January 1, 2003 Everest Re ceded 25.0% to Bermuda Re of the net retained liability on all new and renewal policies underwritten during the term of this agreement. This amendment remained in effect through December 31, 2003.

·	Effective January 1, 2003, Everest Re entered into a whole account quota share with Bermuda Re, whereby Everest Re’s Canadian branch ceded to Bermuda Re 50.0% of its net retained liability on all new and renewal property business. This agreement remained in effect through December 31, 2006.

Effective January 1, 2004, Everest Re and Bermuda Re amended the whole account quota share through which Everest Re previously ceded 25.0% of its business to Bermuda Re so that effective January 1, 2004 Everest Re ceded 22.5% to Bermuda Re and 2.5% to Everest International of the net retained liability on all new and renewal covered business written during the term of this agreement. This amendment remained in effect through December 31, 2005.

Effective January 1, 2006, Everest Re, Bermuda Re and Everest International amended the whole account quota share so that for all new and renewal business recorded on or after January 1, 2006, Everest Re ceded 31.5% and 3.5% of its casualty business to Bermuda Re and Everest International, respectively, and Everest Re ceded 18.0% and 2.0% of its property business to Bermuda Re and Everest International, respectively. However, in no event shall the loss cessions to Bermuda Re and Everest International relating to any one occurrence on the property business exceed $125.0 million (20.0% of $625.0 million). The property portion of this amendment remained in effect through December 31, 2006. The casualty portion of this amendment remained in effect through December 31, 2007.

Effective January 1, 2007, Everest Re and Bermuda Re amended the whole account quota share so that for all new and renewal business recorded on or after January 1, 2007, Everest Re ceded 60.0% of its Canadian branch property business to Bermuda Re. This amendment remained in effect through December 31, 2009.

Effective January 1, 2007, Everest Re, Bermuda Re and Everest International amended the whole account quota share so that for all new and renewal property business recorded on or after January 1, 2007, Everest Re ceded 22.5% and 2.5% to Bermuda Re and Everest International, respectively. However, in no event shall the loss cessions to Bermuda Re and Everest International relating to any one occurrence on the property business exceed $130.0 million. This amendment remained in effect through December 31, 2007.

Effective January 1, 2008, Everest Re, Bermuda Re and Everest International amended the whole account quota share whereby, for all new and renewal casualty and property business recorded on or after January 1, 2008, Everest Re ceded 36.0% and 4.0% to Bermuda Re and Everest International, respectively. However, in no event shall the loss cessions to Bermuda Re and Everest International relating to any one catastrophe occurrence on the property business exceed $130.0 million or in the aggregate for each underwriting year for all property catastrophes exceed $275.0 million. This amendment remained in effect through December 31, 2008.

Effective October 1, 2008, Everest Re and Bermuda Re entered into a loss portfolio transfer reinsurance agreement, whereby Everest Re transferred a percentage of its net loss reserves ($747.0 million) corresponding to all existing open and future liabilities at December 31, 2007, arising from policies, insurance or reinsurance written or renewed by or on behalf of Everest Re during the period of January 1, 2002 through December 31, 2007, classified by Everest Re as casualty.

Table of Loss Reinsurance Agreement with Bermuda Re, covering workers’ compensation losses occurring on and after January 1, 2002, as respects new, renewal and in force policies effective on that date through December 31, 2002. Bermuda Re is liable for any loss exceeding $100,000 per occurrence, with its liability not to exceed $150,000 per occurrence.

Effective January 1, 2002 for the 2002 underwriting year, Everest Re ceded 20.0% of its net retained liability to Bermuda Re through a quota share reinsurance agreement (“whole account quota share”).

Contents

Effective January 1, 2003, Everest Re entered into a whole account quota share with Bermuda Re, whereby Everest Re’s Canadian branch ceded to Bermuda Re 50.0% of its net retained liability on all new and renewal property business. This remained in effect through December 31, 2006.

Effective January 1, 2009, Everest Re, Bermuda Re and Everest International amended the whole account quota share whereby, for all new and renewal casualty and property business recorded on or after January 1, 2009, Everest Re ceded 36.0% and 8.0% to Bermuda Re and Everest International, respectively. However, in no event shall the loss cessions to Bermuda Re and Everest International relating to any one occurrence exceed $150.0 million or in the aggregate for each underwriting year for all occurrences exceed $325.0 million. This amendment remained in effect through December 31, 2009.

Effective January 1, 2010, Everest Re entered into a whole account quota share with Bermuda Re, whereby Everest Re’s Canadian branch cedes to Bermuda Re 60.0% of its net retained liability on all new and renewal property business recorded on or after January 1, 2010. However, in no event shall the loss cessions to Bermuda Re relating to any one occurrence exceed $350.0 million (60% of $583.3 million).

Effective January 1, 2010, Everest Re entered into a whole account quota share with Bermuda Re, whereby for all new and renewal business recorded on or after January 1, 2010, Everest Re cedes 44.0% of its net retained liability to Bermuda Re. However, in no event shall the loss cessions to Bermuda Re relating to any one occurrence exceed $150.0 million or in the aggregate for each underwriting year for all such occurrences exceed $325.0 million.

Effective January 1, 2006, Everest Re, Bermuda Re and Everest International amended the whole account quota share so that for all new and renewal business recorded on or after January 1, 2006, Everest Re ceded 31.5% and 3.5% of its casualty business to Bermuda Re and Everest International, respectively, and Everest Re ceded 18.0% and 2.0% of its property business to Bermuda Re and Everest International, respectively. However, in no event shall the loss cessions to Bermuda Re and Everest International relating to any one occurrence on the property business exceed $125.0 million. The property portion of this amendment remained in effect through December 31, 2006. The casualty portion remained in effect through December 31, 2007.

Effective January 1, 2007, Everest Re and Bermuda Re amended the whole account quota share so that for all new and renewal business recorded on or after January 1, 2007, Everest Re cedes 60.0% of its Canadian branch property business to Bermuda Re.

Effective January 1, 2009, Everest Re, Bermuda Re and Everest International amended the whole account quota share whereby, for all new and renewal casualty and property business recorded on or after January 1, 2009, Everest Re cedes 36% and 8% to Bermuda Re and Everest International, respectively. However, in no event shall the loss cessions to Bermuda Re and Everest International relating to any one occurrence exceed $150.0 million or in the aggregate for each underwriting year for all occurrences exceed $325.0 million.

The following ~~table summarizes~~tables summarize the premiums and losses ceded by the Company to Bermuda Re and Everest International, respectively, for the periods indicated:

Bermuda Re
Three Months Ended March 31,
(Dollars in thousands)
2009
2008
Ceded written premiums
$                284,766
$                214,139
Ceded earned premiums
274,068
205,958
Ceded losses and LAE (a)
140,867
96,401

Everest International	Three Months Ended March 31,
			Three Months Ended
Bermuda Re			March 31,
(Dollars in thousands)	2009	2008	2010		2009
Ceded written premiums	$ 38,348	$ 22,184	$	320,031	$	284,766
Ceded earned premiums	34,336	21,155		288,158		274,068
Ceded losses and LAE	19,400	10,547
Ceded losses and LAE (a)				288,446		140,867

	Three Months Ended
Everest International	March 31,
(Dollars in thousands)	2010		2009
Ceded written premiums	$	28,312	$	38,348
Ceded earned premiums		40,332		34,336
Ceded losses and LAE		24,016		19,400

(a) Ceded losses and LAE include the Mt. McKinley loss portfolio transfer that constitutes losses ceded under retroactive reinsurance and therefore, in accordance with ~~FAS 113, “Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts,”~~FASB guidance, a deferred gain on retroactive reinsurance is reflected in other expenses on the consolidated ~~statement~~statements of operations and comprehensive income.

Everest Re sold net assets of its UKU.K. branch to Bermuda Re and provided Bermuda Re with a reserve indemnity agreement allowing for indemnity payments of up to 90% of ~~£25.0~~₤25.0 million of the excess of 2002 and prior reserves, provided that any recognition of profit from the reserves for 2002 and prior underwriting years is taken into account. The limit available under this agreement was fully exhausted at December 31, 2004.

24
Table of Contents

16. ~~Income Taxes~~

INCOME TAXES

The Company uses a projected annual effective tax rate ~~in accordance with FASB Statement No. 109, “Accounting for Income Taxes” (“FAS 109”),~~ to calculate its quarterly tax ~~expense.~~expense in accordance with FASB guidance. Under this methodology, when an interim quarter’s pre-tax income (loss) varies significantly from a full year’s income (loss) projection, the tax impact resulting from the income (loss) variance is effectively spread between the impacted quarter and the remaining quarters of the year, except for discreet items impacting an individual quarter.

The Company recognizes accrued interest related to unrecognized tax benefits and penalties in income taxes. For the three months ended March 31, ~~2009,~~2010, the Company expensed approximately ~~$2.0~~$1.1 million in interest and penalties.

17. SUBSEQUENT EVENTS

The Company has evaluated known recognized and non-recognized subsequent events. The Company does not have any subsequent events to report.

18Table of Contents

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Industry Conditions.

The worldwide reinsurance and insurance businesses are highly competitive, as well as cyclical by product and market. As ~~a result,~~such, financial results tend to fluctuate with periods of constrained availability, high rates and strong profits followed by periods of abundant capacity, low rates and constrained profitability. Competition in the types of reinsurance and insurance business that we underwrite is based on many factors, including the perceived overall financial strength of the reinsurer or insurer, ratings of the reinsurer or insurer by A.M. Best ~~Company~~ and/or Standard & Poor’s, ~~Rating Services,~~ underwriting expertise, the jurisdictions where the reinsurer or insurer is licensed or otherwise authorized, capacity and coverages offered, premiums charged, other terms and conditions of the reinsurance and insurance business offered, services offered, speed of claims payment and reputation and experience in lines written. Furthermore, the market impact from these competitive factors related to reinsurance and insurance is generally not consistent across lines of business, domestic and international geographical areas and distribution channels.

We compete in the U.S. and international reinsurance and insurance markets with numerous global competitors. Our competitors include independent reinsurance and insurance companies, subsidiaries or affiliates of established worldwide insurance companies, reinsurance departments of certain insurance companies and domestic and international underwriting operations, including underwriting syndicates at Lloyd’s. Some of these competitors have greater financial resources than we do and have established long term and continuing business relationships, which can be a significant competitive advantage. In addition, the lack of strong barriers to entry into the reinsurance business and the potential for securitization of reinsurance and insurance risks through capital markets provide additional ~~sources~~source s of potential reinsurance and insurance capacity and competition.

Starting in the latter part of 2007 ~~throughout 2008~~ and continuing into ~~2009,~~2010 there has been a significant slowdown in the global ~~economy.~~economy, which has negatively impacted the financial resources of the industry. Excessive availability and use of credit, particularly by individuals, led to increased defaults on sub-prime mortgages in the U.S. and elsewhere, falling values for houses and many commodities and contracting consumer spending. The significant increase in default rates negatively impacted the value of asset-backed securities held by both foreign and domestic institutions. The defaults have led to a corresponding increase in foreclosures, which have driven down housing values, resulting in additional losses on ~~the~~ asset-backed securities. During the third and fourth quarters of 2008, ~~the~~ credit markets ~~deteriorated~~det eriorated dramatically, evidenced by widening credit spreads and dramatically reduced availability of credit. Many financial institutions, including some insurance entities, experienced liquidity crises due to immediate demands for funds for withdrawals or collateral, combined with falling asset values and their inability to sell assets to meet the increased demands. As a result, several financial institutions have failed or been acquired at distressed prices, while others have received loans from the U.S. government to continue operations. The liquidity crisis significantly increased the spreads on fixed ~~maturities~~maturity securities and, at the same time, had a dramatic and negative impact on the stock markets around the world. The combination of losses on securities from failed or impaired companies combined with the decline in values of fixed ~~maturities~~maturity and equity securities ~~has~~ resulted in significant declines in the capital bases of most insurance and reinsurance companies. While there was ~~some slight~~significant improvement in the financial markets during 2009 and into 2010, recent concerns about the ~~first quarter~~ability of ~~2009, it~~some European countries to repay their bonds has hindered financial market recoveries. It is too early to predict the timing and extent of the impact ~~the capital deterioration~~these financial market fluctuations will have on insurance and reinsurance market conditions. There is an expectation that these events will ultimately result in increased rates for insurance and reinsurance in certain segments of the market, but there is no assurance that this will not be the case.

Worldwide insurance and reinsurance market conditions continued to be very competitive. Generally, there was ample insurance and reinsurance capacity relative to demand. We noted, however, that in many markets and lines during 2009 and into 2010, the rates of decline have slowed, pricing in some segments was relatively flat and there was upward movement in some others, particularly property catastrophe coverage. Competition and its effect on rates, terms and conditions vary widely by market and coverage yet continues to be most prevalent in the U.S. casualty insurance and reinsurance markets. The U.S. insurance markets in which we participate were extremely competitive as ~~well,~~well.

Table of Contents

The reinsurance industry has experienced a period of falling rates and volume, particularly in the ~~workers’ compensation, public entity~~casualty lines of business. Profit opportunities have become generally less available over time; however, the unfavorable trends seem to be softening. We are now seeing smaller rate declines, pockets of stability and ~~contractor sectors. While our growth~~some increases in ~~existing programs has slowed, given~~some markets and for some coverages. During the ~~specialty nature~~first quarter of ~~our business~~2010, the devastating Chilean earthquake coupled with severe storms in Europe and ~~our underwriting discipline, we believe~~Australia resulted in significant catastrophe losses to the ~~impact on the profitability of our business will be less pronounced than on~~industry. It is too early to gauge the market ~~generally. In addition,~~impacts from these losses, but we ~~continue to opportunistically add new programs and lines~~feel that market conditions should improve for catastrophe coverages in the geographical regions of ~~business to enhance growth and profitability.~~

these losses.

Rates in the international markets have generally been ~~more adequate than in the U.S.,~~stable and we have seen some increases, particularly for catastrophe exposed business. We have grown our business in the Middle East, Latin America and Asia. We are expanding our international reach ~~by opening a~~with our new office in Brazil to capitalize on the recently expanded opportunity for professional reinsurers in that market and on the economic growth expected for Brazil in the future.

The reinsurance industry has experienced a period of falling rates and volume. Profit opportunities have become generally less available over time; however the unfavorable trends appear to have abated somewhat. We are now seeing smaller rate declines, pockets of stability and some increases in some markets and for some coverages. As a result of very significant investment and catastrophe losses incurred by both primary insurers and reinsurers over the past year, but principally in the last six months of 2008, industry-wide capital declined and rating agency scrutiny increased. There is an expectation that given the rate softening that has occurred over the past several quarters, the industry-wide decline in capital combined with volatile and unreceptive markets and a looming recession, will lead to a hardening of insurance and reinsurance marketplace rates, terms and conditions. It is too early to gauge the extent of hardening, if any, that will occur; however, it appears that much of the redundant capital has been wrung out of the industry, and the stage is set for firmer markets.

~~Both January and April, 2009, renewals rates, particularly for property catastrophes and retrocessional covers and in international markets were generally firmer compared to a year ago.~~

Overall, we believe that current marketplace conditions offer profit opportunities for us given our strong ratings, distribution system, reputation and expertise. We continue to employ our strategy of targeting business that offers the greatest profit potential, while maintaining balance and diversification in our overall portfolio.

20Table of Contents

Financial Summary.

We monitor and evaluate our overall performance based upon financial results. The following table displays a summary of the consolidated net (loss) income, ratios and stockholder’s equity for the periods indicated:

Three Months Ended

Percentage

March 31,

Increase/
(Dollars in millions)
2009
2008

(Decrease)
Gross written premiums
$               778.7

$               685.5

13.6%
Net written premiums
428.5

410.8

4.3%

REVENUES:

Premiums earned
$               438.4

$               500.0

-12.3%
Net investment income
39.7

88.0

-54.9%
Net realized capital losses
(68.2)

(101.9)

-33.1%
Realized gain on debt repurchase
78.3

-

NM
Other expense
(0.1)

(21.3)

-99.5%
Total revenues
488.1

464.8

5.0%

CLAIMS AND EXPENSES:

Incurred losses and loss adjustment expenses
289.2

309.7

-6.6%
Commission, brokerage, taxes and fees
88.2

109.9

-19.7%
Other underwriting expenses
32.6

32.3

1.1%
Interest, fee and bond issue cost amortization expense
19.6

19.7

-0.6%
Total claims and expenses
429.7

471.6

-8.9%

INCOME (LOSS) BEFORE TAXES
58.4

(6.8)

NM
Income tax expense (benefit)
12.7

(11.4)

-211.6%
NET INCOME
$                 45.7

$                   4.6

NM

Point
RATIOS:

Change
Loss ratio
66.0%

61.9%

4.1
Commission and brokerage ratio
20.1%

22.0%

(1.9)
Other underwriting expense ratio
7.4%

6.5%

0.9
Combined ratio
93.5%

90.4%

3.1

At

At

Percentage

March 31,

December 31,

Increase/
(Dollars in millions)
2009

2008

(Decrease)
Balance sheet data:

   Total investments and cash
$           7,256.9

$           7,395.1

-1.9%
   Total assets
12,714.5

12,866.6

-1.2%
   Loss and loss adjustment expense reserves
7,342.6

7,420.0

-1.0%
   Total debt
1,017.8

1,179.1

-13.7%
   Total liabilities
10,426.1

10,663.7

-2.2%
   Stockholder's equity
2,288.4

2,203.0

3.9%

(NM, not meaningful)

(Some amounts may not reconcile due to rounding)

Three Months Ended Percentage
March 31, Increase/
(Dollars in millions) 2010 2009 (Decrease)
Gross written premiums $ 813.5 $ 778.7 4.5 %
Net written premiums 413.4 428.5 -3.5 %

REVENUES:
Premiums earned $ 414.1 $ 438.4 -5.5 %
Net investment income 85.1 39.7 114.6 %
Net realized capital losses (5.3 ) (68.2 ) -92.2 %
Realized gain on debt repurchase - 78.3 NA
Other income (expense) 5.1 (0.1 ) NM
Total revenues 499.0 488.1 2.2 %

CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses 427.0 289.2 47.7 %
Commission, brokerage, taxes and fees 67.8 88.2 -23.1 %
Other underwriting expenses 32.7 31.3 4.5 %
Corporate expense 2.2 1.3 69.0 %
Interest, fee and bond issue cost amortization expense 16.3 19.6 -16.8 %
Total claims and expenses 546.1 429.7 27.1 %

(LOSS) INCOME BEFORE TAXES (47.1 ) 58.4 -180.6 %
Income tax (benefit) expense (2.2 ) 12.7 -116.9 %
NET (LOSS) INCOME $ (44.9 ) $ 45.7 -198.4 %

RATIOS: Point Change
Loss ratio 103.1 % 66.0 % 37.1
Commission and brokerage ratio 16.4 % 20.1 % (3.7 )
Other underwriting expense ratio 7.9 % 7.1 % 0.8
Combined ratio 127.4 % 93.2 % 34.2

At At Percentage
March 31, December 31, Increase/
(Dollars in millions) 2010 2009 (Decrease)
Balance sheet data:
Total investments and cash $ 8,046.4 $ 8,031.6 0.2 %
Total assets 13,641.6 13,379.6 2.0 %
Loss and loss adjustment expense reserves 7,613.8 7,300.1 4.3 %
Total debt 818.0 1,018.0 -19.6 %
Total liabilities 10,814.7 10,520.8 2.8 %
Stockholder's equity 2,826.9 2,858.8 -1.1 %

(NM, not meaningful)
(NA, not applicable)
(Some amounts may not reconcile due to rounding.)

Table of Contents

Revenues.

Premiums.Gross written premiums increased by ~~$93.3~~$34.8 million, or ~~13.6%~~4.5%, for the three months ended March 31, ~~2009~~2010 compared to the three months ended March 31, ~~2008,~~2009, reflecting an increase of ~~$99.0~~$23.5 million in our insurance business and $11.3 million in our reinsurance ~~business, partially offset by a decline of $5.7 million in our insurance~~ business. The increase in ~~our~~insurance premiums were primarily in the workers’ compensation, Florida property and financial institution D&O and E&O lines of business. The increase in reinsurance business was primarily attributable to ~~increased rates on~~strong growth in U.S. property, ~~business,~~South America and Asian markets, partially offset by decreased writings in ~~both~~ the ~~international~~U.S. casualty, crop reinsurance, marine and ~~U.S. markets, the new crop hail quota share treaty business, expanded participation on renewal contracts and new writings as ceding companies continue to favor reinsurers such as Everest, with~~

~~strong financial ratings. The decrease in insurance premiums were primarily the result of primary casualty rates that were generally down.~~European markets. Net written premiums ~~increased~~decreased by ~~$17.7~~$15.2 million, or ~~4.3%~~3.5%, for the three months ended March 31, ~~2009~~2010 compared to the three months ended March 31, ~~2008. The 13.6% increase~~2009. This change was primarily due to ceded premiums that generally relate to specific reinsurance purchased by the U.S. Insurance operation and that fluctuate based upon the level of premiums written in ~~gross written premiums in conjunction with a 27.5% increase in cessions under~~ the ~~affiliated quota share agreement, generated the increase of net written premiums.~~individual reinsured programs. Premiums earned decreased ~~by $61.6~~$24.3 million, or ~~12.3%~~5.5%, for the three months ended March 31, ~~2009~~2010 compared to the three months ended March 31, ~~2008.~~2009. The change in net premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period, whereas written premiums are recorded onat the initiation of ~~coverage.~~

the coverage period.

Net Investment Income.Net investment income ~~decreased~~increased by ~~54.9%~~114.6% for the three months ended March 31, ~~2009~~2010 compared to the three months ended March 31, ~~2008,~~2009, primarily due to net investment ~~income~~gains from our limited ~~partnership investments. The limited partnership investment losses this quarter were primarily from limited~~ partnerships that ~~invested~~invest in public and non-public securities, both equity and ~~debt, which report~~debt. Gains related to ~~us on a quarter lag. As such,~~ these ~~specific partnership results reflected the results incurred~~limited partnerships were $9.4 million for the ~~fourth quarter~~three months ended March 31, 2010 compared with losses of ~~last year. Net~~$34.1 million for the comparable period in 2009. As a result, net pre-tax investment income, as a percentage of average invested assets, was up at 4.4% for the three months ended March 31, 2010 compared to 2.1% for the three months ended March 31, ~~2009 compared to 4.1% for the three months ended March 31, 2008.~~2009.

Net Realized Capital Losses.Net realized capital losses were ~~$68.2~~$5.3 million and ~~$101.9~~$68.2 million for the three months ended March 31, 2010 and 2009, ~~and 2008,~~ respectively.

~~Net~~ For the three months ended March 31, 2010, we recorded $6.5 million loss due to fair value re-measurements, which were partially offset by $1.2 million of net realized capital ~~losses for~~gains from sales. For the three months ended March 31, 2009, ~~continue~~we recorded $39.1 million loss due to ~~reflect the influence of the global financial market credit crisis. As such, our equity security portfolio decreased $16.9 million and our other invested assets decreased $22.2 million as a result of~~ fair value ~~adjustments. In addition, we recognized~~re-measurements, $28.5 million of net realized capital losses from ~~the~~sales and $0.6 million in other-than-temporary impairments on our available for sale of fixed maturity and equity securities we owned as we reduced exposure to certain credit risks and our fixed maturity securities decreased $0.6 million due to other-than-temporary impairments. We report changes in fair values as realized capital gains or losses in accordance with Statement of Financial Accounting Standards (“FAS”) No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment to FASB Statement No. 115” (“FAS 159”), and we report realized capital losses on our fixed maturity securities from other-than-temporary impairments as realized capital losses in accordance with FASB Staff Position (“FSP”) FAS 115-1 and FAS 124-1, “The Meaning of Other-Than-Temporary Impairments and Its Application to Certain Investments” (“FAS 115-1”).

Net realized capital losses for the three months ended March 31, 2008 included $55.1 million from fair value adjustments on our equity securities and $34.1 million of other invested assets as a result of the decrease in worldwide equity markets. In addition, we recognized $11.9 million of net realized capital losses, principally from sales of equity securities.

Realized Gain on Debt Repurchase.On March 19, 2009, we ~~announced the commencement of~~commenced a cash tender offer for any and all of the 6.60% fixed to floating rate long term subordinated notes due 2067. Upon expiration of the tender offer, we had reduced our outstanding debt by $161.4 million, which resulted in a pre-tax gain on debt repurchase of $78.3 million.

Other ~~Expense~~Income (Expense).. We recorded other income of $5.1 million and other expense of $0.1 ~~million and $21.3~~ million for the three months ended March 31, 2010 and 2009, ~~and 2008, respectively, which~~respectively. The variances were primarily due to changes in foreign currency exchange rates and the deferrals on retroactive reinsurance agreements with affiliates ~~and change in foreign currency exchange rates over~~for the corresponding periods.

22Table of Contents

Claims and Expenses.

Incurred Losses and ~~Loss Adjustment Expenses.~~LAE.The following table presents our incurred losses and ~~loss adjustment expenses (“LAE”) for all segments~~LAE for the periods indicated.

Three Months Ended March 31,

Current

Ratio %/

Prior

Ratio %/

Total

Ratio %/
(Dollars in millions)
Year

Pt Change

Years

Pt Change

Incurred

Pt Change
2009

Attritional (a)
$       257.4

58.7%

$          20.2

4.6%

$       277.6

63.3%

Catastrophes
9.1

2.1%

2.5

0.6%

11.6

2.7%

A&E
-

0.0%

-

0.0%

-

0.0%

Total segment
$       266.5

60.8%

$          22.7

5.2%

$       289.2

66.0%

2008

Attritional (a)
$       291.9

58.4%

$            5.5

1.1%

$       297.3

59.5%

Catastrophes
4.8

1.0%

7.6

1.5%

12.4

2.5%

A&E
-

0.0%

-

0.0%

-

0.0%

Total segment
$       296.7

59.3%

$          13.1

2.6%

$       309.7

61.9%

Variance 2009/2008

Attritional (a)
$      (34.4)

0.4
pts

$          14.7

3.5
pts

$       (19.7)

3.9
pts
Catastrophes
4.3

1.1
pts

(5.0)

(0.9)
pts

(0.8)

0.2
pts
A&E
-

-
pts

-

-
pts

-

-
pts
Total segment
$      (30.1)

1.5
pts

$            9.6

2.6
pts

$       (20.5)

4.1
pts

(a) Attritional losses exclude catastrophe and A&E losses.

(Some amounts may not reconcile due to rounding.)

	Three Months Ended March 31,
	Current		Ratio %/				Prior			Ratio %/				Total			Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred			Pt Change
2010
Attritional (a)	$	268.2		64.8	%		$	(9.3	)		-2.2	%		$	259.0			62.5	%
Catastrophes		165.2		39.9	%			2.8			0.7	%			168.0			40.6	%
A&E		-		0.0	%			-			0.0	%			-			0.0	%
Total	$	433.4		104.7	%		$	(6.4	)		-1.6	%		$	427.0			103.1	%

2009
Attritional (a)	$	257.4		58.7	%		$	20.2			4.6	%		$	277.6			63.3	%
Catastrophes		9.1		2.1	%			2.5			0.6	%			11.6			2.7	%
A&E		-		0.0	%			-			0.0	%			-			0.0	%
Total	$	266.5		60.8	%		$	22.7			5.2	%		$	289.2			66.0	%

Variance 2010/2009
Attritional (a)	$	10.8		6.1		pts	$	(29.5	)		(6.8	)	pts	$	(18.6	)		(0.8	)	pts
Catastrophes		156.1		37.8		pts		0.3			0.1		pts		156.4			37.9		pts
A&E		-		-		pts		-			-		pts		-			-		pts
Total	$	166.9		43.9		pts	$	(29.1	)		(6.8	)	pts	$	137.8			37.1		pts

(a) Attritional losses exclude catastrophe and A&E losses.
(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE ~~were lower~~increased by ~~$20.5~~$137.8 million, or ~~6.6%~~47.7%, for the three months ended March 31, ~~2009~~2010 compared to the three months ended March 31, 2009. Of the $137.8 million increase, current year catastrophe losses increased $156.1 million corresponding to a loss ratio increase of 37.8 points, period over period, primarily due to the Chile earthquake, Australian hailstorms and winterstorm Xynthia. The $10.8 million increase in attritional losses for the three months ended March 31, 2010 was the result of an increase in expected loss ratios, which more than offset a decrease in earned premiums.

Commission, Brokerage, Taxes and Fees. Commission, brokerage, taxes and fees decreased by $20.4 million, or 23.1%, for the three months ended March 31, 2010 compared to the same period in ~~2008. Attritional losses~~2009. The decrease was primarily the result of lower commission rates on property contracts in conjunction with the increase in reinstatement premiums, which have no brokerage commissions and changes in cessions under the affiliated quota share agreement.

Other Underwriting Expenses. Other underwriting expenses were ~~lower by $19.7~~$32.7 million for the three months ended March 31, ~~2009~~2010 compared to ~~the same period in 2008, which were largely the result of the 12.3% decline in premiums earned, partially offset by larger prior years’ attritional loss reserve development.~~

~~Commission, Brokerage, Taxes and Fees.~~Commission, brokerage, taxes and fees decreased by $21.7 million, or 19.7%, for the three months ended March 31, 2009 compared to the same period in 2008. The change in this directly variable expense was influenced by the change in the mix and blend of business, decreased premiums earned and increased cessions under the affiliated quota share agreement.

~~Other Underwriting Expenses.Other underwriting expenses for the three months ended March 31, 2009 were $32.6 million compared to $32.3~~$31.3 million for the three months ended March 31, ~~2008. Included~~2009. The increase was primarily due to the increase in ~~other underwriting expenses were corporate~~staff and staff related expenses.

Corporate Expenses. Corporate expenses, which are expenses that are not allocated to segments, ~~of $1.3~~were $2.2 million and ~~$1.7~~$1.3 million for the three months ended March 31, 2010 and 2009, respectively. These expenses were previously included as underwriting expenses and ~~2008, respectively.~~therefore included in the other underwriting expense ratio. Effective January 1, 2010, these expenses were removed from the calculation of the other underwriting expense ratio and prior periods were recalculated to conform.

Interest, Fees and Bond Issue Cost Amortization Expense.Interest and other expense was ~~$19.6~~$16.3 million and ~~$19.7~~$19.6 million for the three months ended March 31, 2010 and 2009, respectively. The decrease was primarily due to the combination of the repurchase of debt in the first quarter of 2009 and ~~2008, respectively.~~maturing of debt in the first quarter of 2010.

Income Tax ~~Expense~~ (Benefit). Expense.~~Our~~ We had an income tax ~~was~~benefit of $2.2 million and an income tax expense of $12.7 million for the three months ended March 31, 2010 and 2009, principally as a result of the realized gain on the repurchase of debt and income from operations, partially offset by net realized capital losses and tax-preferenced investment income. We had an income tax benefit of $11.4 million for the three months ended March 31, 2008,respectively. The period over period variance was primarily due to pre-tax losses in 2010 versus pre-tax income ~~from operations being more than offset by net realized capital losses and tax-preferenced investment income.~~in 2009. Our income tax is primarily a function of the statutory tax rate ~~reduced by~~coupled with the impact offrom tax-preferenced investment income.

Table of Contents

Net (Loss) Income.

~~Our~~

We reported a net loss of $44.9 million and net income ~~was~~of $45.7 ~~million and $4.6~~ million, for the three months ended March 31, 2010 and 2009, ~~and 2008,~~ respectively. ~~The increase~~This change was ~~primarily~~ the result of the gain on debt repurchase and lower net realized losses, partially offset by lower underwriting gain and investment income coupled with higher tax expense in the first quarter of 2009 compared to the same period in 2008.

items discussed above.

Ratios.

Our combined ratio increased by ~~3.1~~34.2 points to ~~93.5%~~127.4% for the three months ended March 31, ~~2009~~2010 compared to ~~90.4%~~93.2% for the three months ended March 31, ~~2008.~~2009. The loss ratio component increased ~~4.1~~37.1 points for the three months ended March 31, ~~2009~~2010 compared to the same period last year, principally due to the 37.8 point increase in current year catastrophe losses as a result of the Chilean earthquake, Australian hailstorms and winterstorm Xynthia. The commission and brokerage ratio component decreased by 3.7 points for the three months ended March 31, 2010 compared to the same period last year, due to lower rates on property contracts, no commission on reinstatement premiums and blend and mix of business, while the other underwriting expense ratio component increased slightly by 0.8 points for the three months ended March 31, 2010 compared to the three months ended March 31, ~~2008, principally due to the higher prior years’ attritional loss reserve development.~~

2009.

Stockholder's Equity.

Stockholder's equity ~~increased~~decreased by ~~$85.4~~$31.9 million to ~~$2,288.4~~$2,826.9 million at March 31, ~~2009~~2010 from ~~$2,203.0~~$2,858.8 million at December 31, ~~2008, due to $57.2~~2009, principally as a result of $44.9 million of net loss, partially offset by $7.0 million of foreign currency translation adjustments, $4.4 million of unrealized appreciation on investments, net of tax, ~~at market value, net income of $45.7 million and~~ $1.3 million of share-based compensation transactions ~~partially offset by a loss on foreign currency translation adjustments~~and $0.4 million of ~~$18.7 million.~~

pension adjustments.

Consolidated Investment Results

Net Investment Income.

Net investment income ~~decreased 54.9%~~increased 114.6% to $85.1 million for the three months ended March 31, 2010 from $39.7 million for the three months ended March 31, 2009, ~~from $88.0 million for the three months ended March 31, 2008,~~ primarily due to an increase in recorded gains in 2010 as opposed to recorded losses ~~incurred on~~in 2009 from our limited partnership investments. The ~~limited partnership investment~~ losses ~~this~~in 2009 were the result of 2008 fourth quarter ~~were primarily~~losses from those limited partnerships that invested in non-public securities ~~both equity~~ and ~~debt, which report to us~~are on a quarter reporting lag. ~~As such, these specific partnership results reflected the results incurred for the fourth quarter of last year.~~

The following table shows the components of net investment income for the periods indicated:

Three Months Ended

March 31,
(Dollars in millions)
2009

2008
Fixed maturities
$             70.3

$             74.1
Equity securities
0.7

1.7
Short-term investments and cash
2.2

12.9
Other invested assets

   Limited partnerships
(34.1)

(1.6)
   Other
2.8

2.7
Total gross investment income
41.9

89.8
Interest credited and other expense
(2.3)

(1.8)
Total net investment income
$              39.7

$             88.0
(Some amounts may not reconcile due to rounding)

	Three Months Ended
	March 31,
(Dollars in millions)	2010			2009
Fixed maturities	$	73.6		$	70.3
Equity securities		2.4			0.7
Short-term investments and cash		0.1			2.2
Other invested assets
Limited partnerships		9.4			(34.1	)
Other		1.8			2.8
Total gross investment income		87.2			41.9
Interest credited and other expense		(2.1	)		(2.3	)
Total net investment income	$	85.1		$	39.7
(Some amounts may not reconcile due to rounding.)

Table of Contents

The following tables show a comparison of various investment yields for the periods indicated:

At

At

March 31,

December 31,

2009

2008
Imbedded pre-tax yield of cash and invested assets
4.0%

4.3%
Imbedded after-tax yield of cash and invested assets
3.3%

3.5%

Three Months Ended

March 31,

2009
2008
Annualized pre-tax yield on average cash and invested assets
2.1%
4.1%
Annualized after-tax yield on average cash and invested assets
2.1%
3.2%

	At	At
	March 31,	December 31,
	2010	2009
Imbedded pre-tax yield of cash and invested assets	3.8%	3.7%
Imbedded after-tax yield of cash and invested assets	3.1%	3.1%

Three Months Ended
March 31,
2010 2009
Annualized pre-tax yield on average cash and invested assets 4.4% 2.1%
Annualized after-tax yield on average cash and invested assets 3.5% 2.1%

Net Realized Capital Losses.

The following table presents the composition of our net realized capital losses for the periods indicated:

Three Months Ended

March 31,
(Dollars in millions)
2009

2008

Variance
(Losses) gains from sales:

   Fixed maturity securities, market value

      Gains
$              1.5

$              0.9

$              0.6
      Losses
(29.6)

(1.2)

(28.4)
   Total
(28.1)

(0.3)

(27.8)

   Equity securities, fair value

      Gains
0.2

2.1

(1.9)
      Losses
(0.7)

(13.7)

13.0
   Total
(0.4)

(11.6)

11.2

Total net realized losses from sales

      Gains
1.7

3.0

(1.3)
      Losses
(30.3)

(14.9)

(15.4)
Total
(28.5)

(11.9)

(16.6)

Other than temporary impairments:
(0.6)

(0.8)

0.2

(Losses) gains from fair value adjustments:

   Equity securities, fair value
(16.9)

(55.1)

38.2
   Other invested assets, fair value
(22.2)

(34.1)

11.9
Total
(39.1)

(89.2)

50.1

Total net realized losses
$         (68.2)

$       (101.9)

$            33.7

(Some amounts may not reconcile due to rounding)

~~We recorded $39.1~~

	Three Months Ended March 31,
(Dollars in millions)	2010			2009			Variance
Gains (losses) from sales:
Fixed maturity securities, market value
Gains	$	1.7		$	1.5			0.2
Losses		(2.5	)		(29.6	)		27.1
Total		(0.8	)		(28.1	)		27.3

Fixed maturity securities, fair value
Gains		0.1			-			0.1
Losses		-			-			0.0
Total		0.1			-			0.1

Equity securities, fair value
Gains		2.4			0.2			2.2
Losses		(0.5	)		(0.7	)		0.2
Total		1.9			(0.4	)		2.3

Total net realized gains (losses) from sales
Gains		4.2			1.7			2.5
Losses		(3.0	)		(30.3	)		27.3
Total		1.2			(28.5	)		29.7

Other-than-temporary impairments:		-			(0.6	)		0.6

Gains (losses) from fair value adjustments:
Fixed maturities, fair value		3.0			-			3.0
Equity securities, fair value		13.2			(16.9	)		30.1
Other invested assets, fair value		(22.7	)		(22.2	)		(0.5	)
Total		(6.5	)		(39.1	)		32.6

Total net realized capital losses	$	(5.3	)	$	(68.2	)	$	62.9

(Some amounts may not reconcile due to rounding.)

Table of Contents

Net realized capital losses were $5.3 million and ~~$89.2~~$68.2 million for the three months ended March 31, 2010 and 2009, respectively. For the three months ended March 31, 2010, we recorded a $6.5 million in losses due to fair value re-measurements on fixed maturity and equity securities and other invested assets, partially offset by $1.2 million of net realized capital gains from sales of fixed maturity and equity securities. For the three months ended March 31, 2009, net realized capital losses ~~due to~~included $39.1 million of fair value re-measurements on equity securities and other invested assets, ~~for the three months ended March 31, 2009 and 2008, respectively. In addition, we recorded other-than-temporary impairments~~$28.5 million of ~~$0.6 million and $0.8 million for the three months ended March 31, 2009 and 2008, respectively. These~~ net realized capital losses ~~were influenced by the continuing financial liquidity crisis~~from sales and ~~related global economic downturn. This continues to impact both the equity and credit markets. Equities are trading at multiyear lows, spreads~~$0.6 million in other-than-temporary impairments on our available for sale fixed maturity

securities.

~~securities have been at unprecedented levels and many securities have been downgraded by rating agencies.~~

Segment Results.

Through our subsidiaries, we operate in four segments: U.S. Reinsurance, U.S. Insurance, Specialty Underwriting and International. The U.S. Reinsurance operation writes property and casualty reinsurance, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies within the U.S. The U.S. Insurance operation writes property and casualty insurance primarily through general agents, brokers and surplus lines brokers within the U.S. The Specialty Underwriting operation writes accident and health (“A&H”), marine, aviation and surety business within the U.S. and worldwide through brokers and directly with ceding companies. The International operation writes non-U.S. property and casualty reinsurance through Everest Re’s ~~branches~~br anches in Canada and Singapore and offices in Miami and New Jersey.

Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses. We measure our underwriting results using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.

Our loss and LAE reserves are our best estimate of our ultimate liability for unpaid claims. We re-evaluate our estimates on an ongoing basis, including all prior period reserves, taking into consideration all available information and, in particular, recently reported loss claim experience and trends related to prior periods. Such re-evaluations are recorded in incurred losses in the period in which the re-evaluation is made.

Table of Contents

The following discusses the underwriting results for each of our segments for the periods indicated:

U.S. Reinsurance.

The following table presents the underwriting results and ratios for the U.S. Reinsurance segment for the periods indicated.

For the Three Months Ended March 31,
(Dollars in millions)
2009

2008

Variance
% Change
Gross written premiums
$        264.3

$        233.7

$          30.6
13.1%
Net written premiums
139.4

147.4

(8.0)
-5.4%

Premiums earned
$        146. 3

$        198.1

$        (51.8)
-26.1%
Incurred losses and LAE
90.1

121.0

(30.9)
-25.5%
Commission and brokerage
31.9

52.7

(20.8)
-39.5%
Other underwriting expenses
7.6

8.8

(1.2)
-13.8%
Underwriting gain
$          16.7

$          15.6

$            1.2
7.4%

Point Chg
Loss ratio
61.6%

61.1%

0.5
Commission and brokerage ratio
21.8%

26.6%

(4.8)
Other underwriting expense ratio
5.2%

4.4%

0.8
Combined ratio
88.6%

92.1%

(3.5)

(Some amounts may not reconcile due to rounding)

	Three Months Ended March 31,
(Dollars in millions)	2010			2009			Variance			% Change
Gross written premiums	$	244.0		$	264.3		$	(20.3	)		-7.7	%
Net written premiums		128.5			139.4			(11.0	)		-7.9	%

Premiums earned	$	127.0		$	146.3		$	(19.3	)		-13.2	%
Incurred losses and LAE		90.1			90.1			-			0.0	%
Commission and brokerage		27.2			31.9			(4.7	)		-14.7	%
Other underwriting expenses		7.8			7.6			0.2			3.2	%
Underwriting gain	$	1.9		$	16.7		$	(14.8	)		-88.8	%

										Point Chg
Loss ratio		71.0	%		61.6	%					9.4
Commission and brokerage ratio		21.4	%		21.8	%					(0.4	)
Other underwriting expense ratio		6.1	%		5.2	%					0.9
Combined ratio		98.5	%		88.6	%					9.9

(NM, not meaningful)
(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums ~~increased~~decreased by ~~13.1%~~7.7% to $244.0 million for the three months ended March 31, 2010 from $264.3 million for the three months ended March 31, 2009, ~~from $233.7~~primarily due to $20.3 million (23.2%) decrease in U.S. treaty casualty volume, a $13.4 million (63.6%) decrease in facultative volume and a $5.3 million (30.5%) decrease in the crop hail quota share treaties, partially offset by an $18.6 million (13.5%) increase in treaty property volume. Net written premiums decreased by 7.9% to $128.5 million for the three months ended March 31, 2008, primarily due to an $18.0 million (26.1%) increase in treaty casualty volume and $17.3 million from several new crop hail quota share treaties, partially offset by a $6.1 million (22.4%) decrease in facultative volume. Our treaty casualty premiums were higher as we are writing more quota share business, which we believe is driven by the capital concerns of our ceding company costumers looking for broader reinsurance support. The crop hail business is a new line for us and we anticipate similar volume in each of the remaining quarters of 2009. Net written premiums decreased by 5.4%2010 compared to $139.4 million for the three months ended March 31, 2009, ~~compared~~primarily due to ~~$147.4~~the decrease in gross written premiums. Premiums earned decreased by 13.2% to $127.0 million for the three months ended March 31, ~~2008, primarily due to increased cessions under the affiliated quota share agreement. Premiums earned decreased by 26.1%~~2010 compared to $146.3 million for the three months ended March 31, ~~2009 compared to $198.1 million for the three months ended March 31, 2008.~~2009. The change in premiums earned relative to net written premiums is primarily the result of timing; premiums, for proportionate contracts, are earned ratably over the coverage period whereas written premiums are recorded on the initiation of the coverage period.

Table of Contents

Incurred Losses and LAE.The following ~~tables present~~table presents the incurred losses and LAE for the U.S. Reinsurance segment for the periods indicated.

Three Months Ended March 31,

Current

Ratio %/

Prior

Ratio %/

Total

Ratio %/
(Dollars in millions)
Year

Pt Change

Years

Pt Change

Incurred

Pt Change
2009

Attritional
$         73.5

50.2%

$         16.5

11.2%

$         90.0

61.5%

Catastrophes
-

0.0%

0.2

0.1%

0.2

0.1%

A&E
-

0.0%

-

0.0%

-

0.0%

Total segment
$         73.5

50.2%

$         16.6

11.4%

$         90.1

61.6%

2008

Attritional
$      112.5

56.8%

$           4.4

2.2%

$       116.9

59.0%

Catastrophes
-

0.0%

4.1

2.1%

4.1

2.1%

A&E
-

0.0%

-

0.0%

-

0.0%

Total segment
$      112.5

56.8%

$           8.6

4.3%

$       121.0

61.1%

Variance 2009/2008

Attritional
$      (39.0)

(6.5)
pts

$         12.0

9.0
pts

$      (26.9)

2.5
pts
Catastrophes
-

-
pts

(4.0)

(2.0)
pts

(4.0)

(2.0)
pts
A&E
-

-
pts

-

-
pts

-

-
pts
Total segment
$      (39.0)

(6.6)
pts

$           8.1

7.1
pts

$      (30.9)

0.5
pts

(Some amounts may not reconcile due to rounding.)

	Three Months Ended March 31,
	Current		Ratio %/				Prior			Ratio %/				Total			Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred			Pt Change
2010
Attritional	$	76.2		60.0	%		$	(4.2	)		-3.3	%		$	71.9			56.6	%
Catastrophes		15.7		12.3	%			2.5			2.0	%			18.2			14.3	%
A&E		-		0.0	%			-			0.0	%			-			0.0	%
Total segment	$	91.9		72.3	%		$	(1.7	)		-1.4	%		$	90.1			71.0	%

2009
Attritional	$	73.5		50.2	%		$	16.5			11.2	%		$	90.0			61.5	%
Catastrophes		-		0.0	%			0.2			0.1	%			0.2			0.1	%
A&E		-		0.0	%			-			0.0	%			-			0.0	%
Total segment	$	73.5		50.2	%		$	16.6			11.4	%		$	90.1			61.6	%

Variance 2010/2009
Attritional	$	2.7		9.8		pts	$	(20.7	)		(14.5	)	pts	$	(18.1	)		(4.9	)	pts
Catastrophes		15.7		12.3		pts		2.3			1.9		pts		18.0			14.2		pts
A&E		-		-		pts		-			-		pts		-			-		pts
Total segment	$	18.4		22.1		pts	$	(18.3	)		(12.8	)	pts	$	-			9.4		pts

(Some amounts may not reconcile due to rounding.)

Incurred losses ~~were lower by $30.9~~remained flat at $90.1 million for the three months ended March 31, ~~2009 compared~~2010 and 2009. The $18.0 million (14.2 points) increase in catastrophe losses was offset by a decrease in attritional losses of $18.1 million (4.9 points). The 2010 catastrophe losses consisted of $12.9 million for the Chilean earthquake and $2.8 million for the windstorm Xynthia.

Segment Expenses. Commission and brokerage expenses decreased 14.7% to $27.2 million for the three months ended March 31, 2008, primarily due to a decrease in current year attritional losses of $39.0 million attributable to the decrease in premiums earned. Partially offsetting the decrease was an increase in prior years attritional losses of $12.0 million (9.0 points).

~~Segment Expenses.Commission and brokerage expenses decreased 39.5%~~2010 compared to $31.9 million for the three months ended March 31, 2009, ~~from $52.7~~primarily due to the decline in premiums earned and lower commissions on property business. Segment other underwriting expenses were $7.8 million and $7.6 million for the three months ended March 31, ~~2008, primarily due to the decrease in premiums earned in conjunction with the change in the mix~~2010 and ~~type~~2009, respectively.

Table of business written and the increased cessions under the affiliated quota share agreement. Segment other underwriting expenses for the three months ended March 31, 2009 decreased to $7.6 million from $8.8 million for the three months ended March 31, 2008, primarily due to the decrease in allocations of share-based compensation from corporate.Contents

U.S. Insurance.

The following table presents the underwriting results and ratios for the U.S. Insurance segment for the periods indicated.

For the Three Months Ended March 31,
(Dollars in millions)
2009

2008

Variance
% Change
Gross written premiums
$        204.7

$        210.5

$           (5.7)
-2.7%
Net written premiums
121.2

110.2

11.0
10.0%

Premiums earned
$        112.0

$        143.1

$        (31.1)
-21.8%
Incurred losses and LAE
81.1

95.9

(14.8)
-15.4%
Commission and brokerage
12.0

20.7

(8.7)
-42.1%
Other underwriting expenses
17.3

14.3

2.9
20.5%
Underwriting gain
$            1.5

$          12.1

$         (10.6)
-87.4%

Point Chg
Loss ratio
72.5%

67.0%

5.5
Commission and brokerage ratio
10.7%

14.5%

(3.8)
Other underwriting expense ratio
15.4%

10.0%

5.4
Combined ratio
98.6%

91.5%

7.1

(Some amounts may not reconcile due to rounding)

	Three Months Ended March 31,
(Dollars in millions)	2010			2009			Variance			% Change
Gross written premiums	$	228.2		$	204.7		$	23.5			11.5	%
Net written premiums		102.5			121.2			(18.7	)		-15.4	%

Premiums earned	$	101.2		$	112.0		$	(10.8	)		-9.7	%
Incurred losses and LAE		73.0			81.1			(8.2	)		-10.1	%
Commission and brokerage		1.6			12.0			(10.4	)		-86.3	%
Other underwriting expenses		16.6			17.3			(0.7	)		-4.1	%
Underwriting gain	$	10.0		$	1.5		$	8.5		NM

										Point Chg
Loss ratio		72.1	%		72.5	%					(0.4	)
Commission and brokerage ratio		1.6	%		10.7	%					(9.1	)
Other underwriting expense ratio		16.4	%		15.4	%					1.0
Combined ratio		90.1	%		98.6	%					(8.5	)

(NM, not meaningful)
(Some amounts may not reconcile due to rounding.)

Premiums.Gross written premiums ~~decreased~~increased by ~~2.7%~~11.5% to $228.2 million for the three months ended March 31, 2010 compared to $204.7 million for the three months ended March 31, ~~2009~~2009. Growth was derived from ~~$210.5~~the direct specialty operation in New York, additional property insurance written in Florida and the workers’ compensation business. Net written premiums decreased by 15.4% to $102.5 million for the three months ended March 31, 2008. Rates on primary casualty were down between zero and five percent and the rate increase anticipated at year end for California workers’ compensation have not materialized. Net written premiums increased by 10.0%2010 compared to $121.2 million for the three months ended March 31, 2009, ~~compared~~reflective of the change in business mix and cessions. Ceded premiums generally relate to ~~$110.2~~the affiliated quota share agreement and third party specific reinsurance purchased for i ndividual reinsured programs. Premiums earned decreased 9.7% to $101.2 million for the three months ended March 31, ~~2008. The increase in net written premiums was primarily due to the change in third party reinsurance cessions which vary program by program. Premiums earned decreased 21.8%~~2010 compared to $112.0 million for the three months ended March 31, ~~2009 from $143.1 million for the three months ended March 31, 2008.~~2009. The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Incurred Losses and LAE.The following ~~tables present~~table presents the incurred losses and LAE for the U.S. Insurance segment for the periods indicated.

Three Months Ended March 31,

Current

Ratio %/

Prior

Ratio %/

Total

Ratio %/
(Dollars in millions)
Year

Pt Change

Years

Pt Change

Incurred

Pt Change
2009

Attritional
$         80.0

71.5%

$           1.1

1.0%

$         81.1

72.5%

Catastrophes
-

0.0%

-

0.0%

-

0.0%

Total segment
$         80.0

71.5%

$           1.1

1.0%

$         81.1

72.5%

2008

Attritional
$         89.4

62.5%

$           6.5

4.5%

$         95.9

67.0%

Catastrophes
-

0.0%

-

0.0%

-

0.0%

Total segment
$         89.4

62.5%

$           6.5

4.5%

$         95.9

67.0%

Variance 2009/2008

Attritional
$        (9.4)

9.0
pts

$        (5.3)

(3.5)
pts

$       (14.8)

5.5
pts
Catastrophes
-

-
pts

-

-
pts

-

-
pts
Total segment
$        (9.4)

9.0
pts

$        (5.3)

(3.5)
pts

$       (14.8)

5.5
pts

(Some amounts may not reconcile due to rounding.)

Three Months Ended March 31,
Current Ratio %/ Prior Ratio %/ Total Ratio %/
(Dollars in millions) Year Pt Change Years Pt Change Incurred Pt Change
2010
Attritional $ 74.2 73.4 % $ (1.3 ) -1.2 % $ 73.0 72.1 %
Catastrophes - 0.0 % - 0.0 % - 0.0 %
Total segment $ 74.2 73.4 % $ (1.3 ) -1.2 % $ 73.0 72.1 %

2009
Attritional $ 80.0 71.5 % $ 1.1 1.0 % $ 81.1 72.5 %
Catastrophes - 0.0 % - 0.0 % - 0.0 %
Total segment $ 80.0 71.5 % $ 1.1 1.0 % $ 81.1 72.5 %

Variance 2010/2009
Attritional $ (5.8 ) 1.9 pts $ (2.4 ) (2.2 ) pts $ (8.1 ) (0.4 ) pts
Catastrophes - - pts - - pts - - pts
Total segment $ (5.8 ) 1.9 pts $ (2.4 ) (2.2 ) pts $ (8.1 ) (0.4 ) pts

(Some amounts may not reconcile due to rounding.)

28Table of Contents

Incurred losses and LAE decreased by ~~15.4%~~10.1% to $73.0 million for the three months ended March 31, 2010 compared to $81.1 million for the three months ended March 31, ~~2009 from $95.9~~2009. The decrease was primarily due to the decrease in earned premium and favorable prior year’s reserve development, partially offset by higher expected attritional loss ratios.

Segment Expenses. Commission and brokerage expenses decreased by 86.3% to $1.6 million for the three months ended March 31, ~~2008, primarily driven by the 21.8% decrease in premiums earned and the lower prior years loss development in 2009.~~

~~Segment Expenses.~~ ~~Commission and brokerage expenses decreased by 42.1%~~2010 compared to $12.0 million for the three months ended March 31, 2009, ~~from $20.7~~which was primarily due to the fluctuation of cessions under the affiliated quota share agreement. Segment other underwriting expenses were $16.6 million and $17.3 million for the three months ended March 31, ~~2008, principally due~~2010 and 2009, respectively, as a result of management’s actions to the decrease in premiums earned in conjunction with the change in the mix of business written. Segment other underwriting expenses for the three months ended March 31, 2009 increased to $17.3 million as compared to $14.3 million for the three months ended March 31, 2008, primarily due to compensation costs associated with increased staff.reduce expenses.

Specialty Underwriting.

The following table presents the underwriting results and ratios for the Specialty Underwriting segment for the periods indicated.

For the Three Months Ended March 31,
(Dollars in millions)
2009

2008

Variance
% Change
Gross written premiums
$          58.9

$          54.9

$              4.0
7.3%
Net written premiums
32.6

36.9

(4.3)
-11.7%

Premiums earned
$          36.8

$          35.6

$             1.3
3.6%
Incurred losses and LAE
25.4

18.2

7.2
39.4%
Commission and brokerage
10.1

10.0

0.1
0.9%
Other underwriting expenses
1.8

2.4

(0.6)
-23.5%
Underwriting (loss) gain
$          (0.5)

$             4.9

$            (5.4)
-109.3%

Point Chg
Loss ratio
68.9%

51.2%

17.7
Commission and brokerage ratio
27.3%

28.1%

(0.8)
Other underwriting expense ratio
5.0%

6.8%

(1.8)
Combined ratio
101.2%

86.1%

15.1

(Some amounts may not reconcile due to rounding)

	Three Months Ended March 31,
(Dollars in millions)	2010			2009			Variance			% Change
Gross written premiums	$	65.9		$	58.9		$	7.0			11.8	%
Net written premiums		37.2			32.6			4.6			14.2	%

Premiums earned	$	38.9		$	36.8		$	2.1			5.6	%
Incurred losses and LAE		27.5			25.4			2.1			8.2	%
Commission and brokerage		8.5			10.1			(1.5	)		-15.2	%
Other underwriting expenses		2.0			1.8			0.1			5.7	%
Underwriting gain (loss)	$	1.0		$	(0.5	)	$	1.4		NM

										Point Chg
Loss ratio		70.6	%		68.9	%					1.7
Commission and brokerage ratio		21.9	%		27.3	%					(5.4	)
Other underwriting expense ratio		5.1	%		5.0	%					0.1
Combined ratio		97.6	%		101.2	%					(3.6	)

(NM, not meaningful)
(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums increased by ~~7.3%~~11.8% to $65.9 million for the three months ended March 31, 2010 compared to $58.9 million for the three months ended March 31, ~~2009 from $54.9~~2009. This was driven by a strong demand in our A&H business, $7.0 million, as more and more employers are self insuring their medical programs leading to more opportunities for us in the medical stop loss business. Net written premiums increased by 14.2% to $37.2 million for the three months ended March 31, ~~2008, primarily due to a $3.8 million increase in marine premiums. Net written premiums decreased by 11.7%~~2010 compared to $32.6 million for the three months ended March 31, 2009, ~~compared~~primarily as a result of the increase in gross writings combined with the change in business mix. Premiums earned increas ed to ~~$36.9~~$38.9 million for the three months ended March 31, ~~2008, as a result of the increased cessions under the affiliated quota share agreement. Premiums earned increased by 3.6%~~2010 compared to $36.8 million for the three months ended March 31, ~~2009 compared to $35.6 million for the three months ended March 31, 2008.~~2009. The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

29Table of Contents

Incurred Losses and LAE.The following ~~tables present~~table presents the incurred losses and LAE for the Specialty Underwriting segment for the periods indicated.

Three Months Ended March 31,

Current

Ratio %/

Prior

Ratio %/

Total

Ratio %/
(Dollars in millions)
Year

Pt Change

Years

Pt Change

Incurred

Pt Change
2009

Attritional
$         22.6

61.3%

$           0.9

2.4%

$         23.5

63.7%

Catastrophes
-

0.0%

1.9

5.2%

1.9

5.2%

Total segment
$         22.6

61.3%

$           2.8

7.6%

$         25.4

68.9%

2008

Attritional
$         19.8

55.8%

$         (3.0)

-8.4%

$         16.8

47.4%

Catastrophes
-

0.0%

1.4

3.9%

1.4

3.9%

Total segment
$         19.8

55.8%

$         (1.6)

-4.6%

$         18.2

51.2%

Variance 2009/2008

Attritional
$           2.8

5.5
pts

$           3.9

10.8
pts

$           6.6

16.4
pts
Catastrophes
-

-
pts

0.5

1.3
pts

0.5

1.3
pts
Total segment
$           2.8

5.5
pts

$           4.4

12.2
pts

$           7.2

17.7
pts

(Some amounts may not reconcile due to rounding.)

	Three Months Ended March 31,
	Current		Ratio %/				Prior			Ratio %/				Total			Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred			Pt Change
2010
Attritional	$	26.6		68.3	%		$	(0.3	)		-0.7	%		$	26.3			67.6	%
Catastrophes		-		0.0	%			1.2			3.0	%			1.2			3.0	%
Total segment	$	26.6		68.3	%		$	0.9			2.3	%		$	27.5			70.6	%

2009
Attritional	$	22.6		61.3	%		$	0.9			2.4	%		$	23.5			63.7	%
Catastrophes		-		0.0	%			1.9			5.2	%			1.9			5.2	%
Total segment	$	22.6		61.3	%		$	2.8			7.6	%		$	25.4			68.9	%

Variance 2010/2009
Attritional	$	4.0		7.0		pts	$	(1.2	)		(3.1	)	pts	$	2.8			3.9		pts
Catastrophes		-		-		pts		(0.7	)		(2.2	)	pts		(0.7	)		(2.2	)	pts
Total segment	$	4.0		7.0		pts	$	(1.9	)		(5.3	)	pts	$	2.1			1.7		pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased by ~~39.4%~~8.2% to $27.5 million for the three months ended March 31, 2010 compared to $25.4 million for the three months ended March 31, 2009, ~~compared~~primarily as a result of an increase in expected loss ratios, which increased current year attritional losses, 3.9 points, in 2010.

Segment Expenses. Commission and brokerage expenses decreased 15.2% to ~~$18.2~~$8.5 million for the three months ended March 31, ~~2008, primarily due to higher attritional and catastrophe losses in 2009~~2010 compared ~~to 2008.~~

~~Segment Expenses.Commission and brokerage expenses increased slightly~~ to $10.1 million for the three months ended March 31, 2009 ~~from $10.0~~primarily driven by the mix in business as the lower commission business, aviation, has increased while higher commission, marine and surety, business have declined. Segment other underwriting expenses increased slightly to $2.0 million for the three months ended March 31, ~~2008. Segment other underwriting expenses decreased~~2010 compared to $1.8 million for the three months ended March 31, ~~2009 from $2.4 million for the three months ended March 31, 2008, primarily due to the decrease in allocations of share-based compensation from corporate.~~2009.

International.

The following table presents the underwriting results and ratios for the International segment for the periods indicated.

For the Three Months Ended March 31,
(Dollars in millions)
2009

2008

Variance
% Change
Gross written premiums
$        250.8

$        186.4

$           64.4
34.5%
Net written premiums
135.4

116.3

19.1
16.4%

Premiums earned
$        143.3

$        123.3

$           20.0
16.3%
Incurred losses and LAE
92.5

74.5

18.0
24.1%
Commission and brokerage
34.2

26.4

7.8
29.5%
Other underwriting expenses
4.6

5.1

(0.4)
-8.6%
Underwriting gain
$          11.9

$          17.2

$          (5.3)
-30.8%

Point Chg
Loss ratio
64.6%

60.5%

4.1
Commission and brokerage ratio
23.9%

21.4%

2.5
Other underwriting expense ratio
3.2%

4.1%

(0.9)
Combined ratio
91.7%

86.0%

5.7

(Some amounts may not reconcile due to rounding)

	Three Months Ended March 31,
(Dollars in millions)	2010			2009			Variance			% Change
Gross written premiums	$	275.4		$	250.8		$	24.6			9.8	%
Net written premiums		145.2			135.4			9.9			7.3	%

Premiums earned	$	147.1		$	143.3		$	3.8			2.6	%
Incurred losses and LAE		236.5			92.5			144.0			155.6	%
Commission and brokerage		30.4			34.2			(3.8	)		-11.0	%
Other underwriting expenses		6.4			4.6			1.8			38.1	%
Underwriting (loss) gain	$	(126.2	)	$	11.9		$	(138.2	)	NM

										Point Chg
Loss ratio		160.8	%		64.6	%					96.2
Commission and brokerage ratio		20.7	%		23.9	%					(3.2	)
Other underwriting expense ratio		4.3	%		3.2	%					1.1
Combined ratio		185.8	%		91.7	%					94.1

(NM, not meaningful)
(Some amounts may not reconcile due to rounding.)

Table of Contents

Premiums. Gross written premiums increased by ~~34.5%~~9.8% to $275.4 million for the three months ended March 31, 2010 compared to $250.8 million for the three months ended March 31, ~~2009~~2009. Continued strong growth in Brazil, $9.9 million increase, and Asia, $10.3 million increase, were partially offset by lower writings in Canada, $2.3 million decrease. Asia has the largest growth from ~~$186.4~~both new business and increased participation on contracts in Japan and Taiwan. Also included, were $7.0 million in reinstatement premiums from the Chilean earthquake. Net written premiums increased by 7.3% to $145.2 million for the three months ended March 31, ~~2008. As a result of our strong financial strength ratings, we continue to see increased participations on treaties in most regions, new~~

business writings and preferential signings, including preferential terms and conditions. In addition, rates, in some markets, also contributed to the increased written premiums. Premiums written through the Brazil, Miami and New Jersey offices increased by $53.7 million (46.3%) and the Asian branch increased by $14.4 million (49.5%), while premiums for the Canadian branch decreased by $3.6 million (8.8%). Net written premiums increased by 16.4%2010 compared to $135.4 ~~million~~millio n for the three months ended March 31, 2009, ~~compared to $116.3 million for the three months ended March 31, 2008,~~ primarily due to the increase in gross written premiums ~~which were partially offset by increased~~coupled with the increase in cessions under the affiliated quota ~~share agreement.~~share. Premiums earned increased by ~~16.3%~~2.6% to $147.1 million for the three months ended March 31, 2010 compared to $143.3 million for the three months ended March 31, 2009, ~~compared to $123.3 million for the three months ended March 31, 2008, consistent with~~as a result of the increase in net written premiums.

Incurred Losses and LAE.The following ~~tables present~~table presents the incurred losses and LAE for the International segment for the periods indicated.

Three Months Ended March 31,

Current

Ratio %/

Prior

Ratio %/

Total

Ratio %/
(Dollars in millions)
Year

Pt Change

Years

Pt Change

Incurred

Pt Change
2009

Attritional
$         81.3

56.7%

$            1.7

1.2%

$         83.0

57.9%

Catastrophes
9.1

6.3%

0.5

0.3%

9.5

6.7%

Total segment
$         90.4

63.1%

$            2.2

1.5%

$         92.5

64.6%

2008

Attritional
$         70.1

56.9%

$         (2.4)

-2.0%

$         67.7

54.9%

Catastrophes
4.8

3.9%

2.1

1.7%

6.9

5.6%

Total segment
$         74.9

60.8%

$         (0.4)

-0.3%

$         74.5

60.5%

Variance 2009/2008

Attritional
$         11.2

(0.1)
pts

$            4.1

3.1
pts

$         15.3

3.0
pts
Catastrophes
4.3

2.4
pts

(1.6)

(1.4)
pts

2.7

1.1
pts
Total segment
$         15.5

2.3
pts

$            2.5

1.8
pts

$         18.0

4.1
pts

(Some amounts may not reconcile due to rounding.)

	Three Months Ended March 31,
	Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2010
Attritional	$	91.3		62.1	%		$	(3.5	)		-2.4	%		$	87.8		59.7	%
Catastrophes		149.5		101.7	%			(0.9	)		-0.6	%			148.7		101.1	%
Total segment	$	240.8		163.7	%		$	(4.3	)		-2.9	%		$	236.5		160.8	%

2009
Attritional	$	81.3		56.7	%		$	1.7			1.2	%		$	83.0		57.9	%
Catastrophes		9.1		6.3	%			0.5			0.3	%			9.5		6.7	%
Total segment	$	90.4		63.1	%		$	2.2			1.5	%		$	92.5		64.6	%

Variance 2010/2009
Attritional	$	10.0		5.4		pts	$	(5.2	)		(3.6	)	pts	$	4.8		1.8		pts
Catastrophes		140.4		95.4		pts		(1.4	)		(0.9	)	pts		139.2		94.4		pts
Total segment	$	150.4		100.6		pts	$	(6.5	)		(4.4	)	pts	$	144.0		96.2		pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased by ~~24.1%~~155.6% to $236.5 million for the three months ended March 31, 2010 compared to $92.5 million for the three months ended March 31, ~~2009 compared~~2009. The increase was principally due to ~~$74.5~~the $140.4 million increase in current year catastrophe losses due to the Chilean earthquake ($129.9 million) and the Australian hailstorms ($19.6 million). Current year attritional losses also increased due to an increase in expected loss ratios.

Segment Expenses. Commission and brokerage expenses decreased 11.0% to $30.4 million for the three months ended March 31, ~~2008. The segment loss ratio increased by 4.1 points for the three months ended March 31, 2009~~2010 compared ~~to the three months ended March 31, 2008, primarily due to an increase in current year catastrophe losses and increased development on prior years’ loss reserves, period over period.~~

~~Segment Expenses.Commission and brokerage expenses increased 29.5%~~ to $34.2 million for the three months ended March 31, 2009, ~~from $26.4 million for the three months ended March 31, 2008. The increase was principally due to the growth in premiums earned in conjunction with the blend~~primarily as a result of ~~business mix.~~lower contingent commissions. Segment other underwriting expenses for the three months ended March 31, ~~2009~~2010 were ~~$4.6~~$6.4 million compared to ~~$5.1~~$4.6 million for the three months ended March 31, ~~2008, as a result of a decrease in allocations of share-based compensation from corporate.~~2009, consistent with expectations.

Market Sensitive Instruments.

The Securities and Exchange Commission’s (“SEC”) Financial Reporting Release #48 requires registrants to clarify and expand upon the existing financial statement disclosure requirements for derivative financial instruments, derivative commodity instruments and other financial instruments (collectively, “market sensitive instruments”). We do not generally enter into market sensitive instruments for trading purposes.

Our current investment strategy seeks to maximize after-tax income through a high quality, diversified, taxable and tax-preferenced fixed maturity portfolio, while maintaining an adequate level of liquidity. Our mix

of taxable and tax-preferenced investments is adjusted periodically, consistent with our current and projected operating results, market conditions and our tax position. The fixed ~~maturities~~maturity securities in the investment portfolio are comprised of non-trading available for sale securities. Additionally, we have invested in equity securities.

~~Our~~

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The overall investment strategy considers the scope of present and anticipated Company operations. In particular, estimates of the financial impact resulting from non-investment asset and liability transactions, together with our capital structure and other factors, are used to develop a net liability analysis. This analysis includes estimated payout characteristics for which our investments provide liquidity. This analysis is considered in the development of specific investment strategies for asset allocation, duration and credit quality. The change in overall market sensitive risk exposure principally reflects the asset changes that took place during the period.

Interest Rate Risk. Our ~~$7.3~~$8.0 billion investment portfolio, at March 31, ~~2009 was~~2010, is principally comprised of ~~approximately 78%~~ fixed maturity securities, which are generally subject to interest rate risk and some foreign currency exchange rate risk, and 2%some equity securities, which are subject to price ~~fluctuations and some foreign exchange rate risk. Approximately 11% of the portfolio was represented by cash and short-term investments.~~fluctuations. The impact of the foreign exchange risks on the investment portfolio is partially mitigated by changes in the dollar value of foreign currency denominated liabilities and their associated income statement impact.

Interest rate risk is the potential change in value of the fixed maturity ~~securities~~ portfolio, including short-term investments, from a change in market interest rates. In a declining interest rate environment, it includes prepayment risk on the ~~$327.0~~$542.8 million of mortgage-backed securities in the ~~$5.7 billion~~$6,489.2 million fixed maturity ~~securities~~ portfolio. Prepayment risk results from potential accelerated principal payments that shorten the average life and thus the expected yield of the security.

The table below displays the potential impact of market value fluctuations and after-tax unrealized appreciation on our fixed maturity ~~securities~~ portfolio (including ~~$725.8~~$250.1 million of short-term investments) for the ~~period~~periods indicated based on upward and downward parallel and immediate 100 and 200 basis point shifts in interest rates. For legal entities with a U.S. dollar functional currency, this modeling was performed on each security individually. To generate appropriate price estimates onfor mortgage-backed securities, changes in prepayment expectations under different interest rate environments were taken into account. For legal entities with a non-U.S. dollar functional currency, the effective duration of the involved portfolio of securities was used as a proxy for the market value change under the various interest rate change scenarios.

Impact of Interest Rate Shift in Basis Points

At March 31, 2009
(Dollars in millions)
-200

-100

0

100

200

Total Market/Fair Value
$  7,084.7

$  6,752.8

$ 6,409.9

$ 6,078.1

$ 5,772.8

Market/Fair Value Change from Base (%)
10.5
%
5.3
%
0.0
%
-5.2
%
-9.9
%
Change in Unrealized Appreciation

   After-tax from Base ($)
$     438.7

$     222.9

$            -

$ (215.6)

$ (414.1)

	Impact of Interest Rate Shift in Basis Points
	At March 31, 2010
(Dollars in millions)		-200			-100			0			100			200
Total Market/Fair Value	$	7,335.1		$	7,061.8		$	6,739.3		$	6,382.6		$	6,045.8
Market/Fair Value Change from Base (%)		8.8	%		4.8	%		0.0	%		-5.3	%		-10.3	%
Change in Unrealized Appreciation
After-tax from Base ($)	$	387.2		$	209.6		$	-		$	(231.9	)	$	(450.8	)

We had ~~$7,342.6~~$7,613.8 million and ~~$7,420.0~~$7,300.1 million of gross reserves for losses and LAE as of March 31, ~~2009~~2010 and December 31, ~~2008,~~2009, respectively. These amounts are recorded at their nominal value, as opposed to present value, which would reflect a discount adjustment to reflect the time value of money. Since losses are paid out over a period of time, the present value of the reserves is less than the nominal value. As interest rates rise, the present value of the reserves decreases and, conversely, as interest rates decline, the present value increases. These movements are the opposite of the interest rate impacts on the fair value of

investments. While the difference between present value and nominal value is not reflected in our financial statements, our financial results will ~~include~~inc lude investment income over time from the investment portfolio until the claims are paid. Our ~~fixed income portfolio has~~loss and loss reserve obligations have an expected duration that is reasonably consistent with our ~~loss and loss reserve obligations.~~

fixed income portfolio.

Equity Risk.Equity risk is the potential change in fair and/or market value of the common stock and preferred stock portfolios arising from changing equity prices. Our equity investments consist of a diversified portfolio of individual securities and mutual funds, which invest principally in high quality common and preferred stocks that are traded on major exchanges. The primary objective of the equity portfolio ~~was~~is to obtain greater total return relative to bonds over time through market appreciation and ~~dividend~~ income.

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The table below displays the impact on ~~the~~ fair/market value and ~~the~~ after-tax ~~change in fair/market value~~appreciation/(depreciation) of a 10% and 20% change in equity prices up and down for the ~~period~~periods indicated.

Impact of Percentage Change in Equity Fair/Market Values

At March 31, 2009
(Dollars in millions)
-20%
-10%
0%
10%
20%
Fair/Market Value of the Equity Portfolio
$     87.8

$        98.8

$   109.8

$     120.8

$     131.8
After-tax Change in Fair/Market Value
$   (14.3)

$       (7.1)

$           -

$         7.1

$       14.3

	Impact of Percentage Change in Equity Fair/Market Values
	At March 31, 2010
(Dollars in millions)		-20%			-10%			0%		10%		20%
Fair/Market Value of the Equity Portfolio	$	315.6		$	355.1		$	394.6	$	434.0	$	473.5
After-tax Change in Fair/Market Value		(51.3	)		(25.6	)		-		25.6		51.3

Foreign ~~Currency~~Exchange Risk.Foreign currency risk is the potential change in value, income and cash flow arising from adverse changes in foreign currency exchange rates. Each of our non-U.S. (“foreign”) operations maintains capital in the currency of the country of its geographic location consistent with local regulatory guidelines. ~~Generally, we prefer to maintain the capital of our operations in U.S. dollar assets, although this varies by regulatory jurisdiction in accordance with market needs.~~ Each foreign operation may conduct business in its local currency, as well as the currency of other countries in which it operates. The primary foreign currency exposures for ~~our~~these foreign operations are the Canadian Dollar, the British Pound Sterling and the Euro. We mitigate foreign exchange exposure by generally matching the currency and duration of our assets to our ~~corresponding~~corresp onding operating liabilities. In accordance with ~~FAS No. 52 “Foreign Currency Translation”,~~FASB guidance, we translate the assets, liabilities and income of non-U.S. dollar functional currency legal entities to the U.S. dollar. This translation amount is reported as a component of other comprehensive income. As of March 31, ~~2009~~2010, there has been no material change in exposure to foreign exchange rates as compared to December 31, ~~2008.~~2009.

~~Safe Harbor Disclosure.~~

SAFE HARBOR DISCLOSURE

This report contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as “may”, “will”, “should”, “could”, “anticipate”, “estimate”, “expect”, “plan”, “believe”, “predict”, “potential” and “intend”. Forward-looking statements contained in this report include information regarding our reserves for losses and LAE, the adequacy of our provision for uncollectible balances, estimates of our ~~catastrophe~~c atastrophe exposure, the effects of catastrophic events on our financial statements and the ability of our subsidiaries to pay dividends. Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Actual events or results may differ materially from our expectations. Important factors that could cause our actual events or results to be materially different from our expectations include the uncertainties that surround the impact on our financial statements and liquidity resulting from changes in the global economy and credit markets, the estimating of reserves for losses and LAE, those discussed in Note 6 of Notes to Consolidated Financial Statements (unaudited) included in this report and ~~the~~ risks described under the caption “Risk Factors” in our most recently filed Annual Report on Form 10-K, ~~PART I,~~

Part 1, ITEM 1A. We undertake no obligation to update oro r revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Instruments. See “Market Sensitive Instruments” in PART I – ITEM 2.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our management carried out an evaluation, with the participation of the Chief Executive Officer and ~~Principal Accounting~~Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on their evaluation, the Chief Executive Officer and ~~Principal Accounting~~Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our management, with the participation of the Chief Executive ~~Officer~~Of ficer and ~~Principal Accounting~~Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to

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materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.

PART II

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, we are involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine our rights and obligations under insurance, reinsurance and other contractual agreements. ~~In some disputes, we seek to enforce our rights under an agreement or to collect funds owing to us. In other matters, we are resisting attempts by others to collect funds or enforce alleged rights.~~ These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, we believe that our positions are legally and commercially ~~reasonable.~~reasonable, and we vigorously seek to preserve, enforce and defend our legal rights under various agreements. While the final outcome of these matters cannot be predicted with certainty, we do not believe that any of these matters, when finally resolved, will have a material adverse effect on ~~our~~o ur financial position or liquidity. However, an adverse resolution of one or more of these items in any one quarter or fiscal year could have a material adverse effect on our results of operations in that period.

ITEM 1A. RISK FACTORS

No material changes.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Exhibit No. Description

31.1 Section 302 Certification of Joseph V. Taranto

31.2 Section 302 Certification of Dominic J. Addesso

32.1 Section 906 Certification of Joseph V. Taranto and Dominic J. Addesso

Everest Reinsurance Holdings, Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Exhibit No.~~

~~Description~~

~~31.1~~

~~Section 302 Certification of Joseph V. Taranto~~

~~31.2~~

~~Section 302 Certification of Keith T. Shoemaker~~

~~32.1~~

~~Section 906 Certification of Joseph V. Taranto and Keith T. Shoemaker~~

Part I

ITEM 1. FINANCIAL STATEMENTS

EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS




	March 31,	December 31,
(Dollars in thousands, except par value per share)	2009	2008
	(unaudited)
ASSETS:
Fixed maturities - available for sale, at market value	$ 5,636,635	$ 5,511,856
(amortized cost: 2009, $5,645,672; 2008, $5,610,483)
Fixed maturities - available for sale, at fair value	47,391	43,090
Equity securities - available for sale, at market value (cost: 2009, $15; 2008, $15)	10	16
Equity securities - available for sale, at fair value	109,788	119,815
Short-term investments	725,824	918,712
Other invested assets (cost: 2009, $356,674; 2008, $400,498)	347,124	392,589
Other invested assets, at fair value	294,535	316,750
Cash	95,608	92,264
Total investments and cash	7,256,915	7,395,092
Accrued investment income	77,546	82,860
Premiums receivable	700,928	714,035
Reinsurance receivables - unaffiliated	653,157	637,890
Reinsurance receivables - affiliated	2,508,099	2,480,016
Funds held by reinsureds	149,239	147,287
Deferred acquisition costs	176,259	192,096
Prepaid reinsurance premiums	465,080	456,180
Deferred tax asset	463,419	518,042
Federal income tax recoverable	96,774	70,299
Other assets	167,087	172,825
TOTAL ASSETS	$ 12,714,503	$ 12,866,622

LIABILITIES:
Reserve for losses and adjustment expenses	$ 7,342,639	$ 7,419,993
Unearned premium reserve	1,172,063	1,176,834
Funds held under reinsurance treaties	137,841	134,698
Losses in the course of payment	28,884	35,805
Commission reserves	43,230	45,531
Other net payable to reinsurers	408,106	378,800
8.75% Senior notes due 3/15/2010	199,857	199,821
5.4% Senior notes due 10/15/2014	249,738	249,728
6.6% Long term notes due 05/01/2067	238,346	399,643
Junior subordinated debt securities payable	329,897	329,897
Accrued interest on debt and borrowings	12,821	11,217
Other liabilities	262,707	281,687
Total liabilities	10,426,129	10,663,654

Commitments and Contingencies (Note 6)

STOCKHOLDER'S EQUITY:
Common stock, par value: $0.01; 3,000 shares authorized;
1,000 shares issued and outstanding (2009 and 2008)	-	-
Additional paid-in capital	317,033	315,771
Accumulated other comprehensive loss, net of deferred income tax benefit of
$18.1 million at 2009 and $38.8 million at 2008	(33,583)	(72,063)
Retained earnings	2,004,924	1,959,260
Total stockholder's equity	2,288,374	2,202,968
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$ 12,714,503	$ 12,866,622

The accompanying notes are an integral part of the consolidated financial statements.

EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)


	Three Months Ended
	March 31,
(Dollars in thousands)	2009	2008
	(unaudited)
REVENUES:
Premiums earned	$ 438,445	$ 500,030
Net investment income	39,659	87,977
Net realized capital losses	(68,184)	(101,900)
Realized gain on debt repurchase	78,271	-
Other expense	(114)	(21,273)
Total revenues	488,077	464,834

CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses	289,195	309,705
Commission, brokerage, taxes and fees	88,219	109,891
Other underwriting expenses	32,626	32,273
Interest, fee and bond issue cost amortization expense	19,633	19,742
Total claims and expenses	429,673	471,611

INCOME (LOSS) BEFORE TAXES	58,404	(6,777)
Income tax expense (benefit)	12,740	(11,417)

NET INCOME	$ 45,664	$ 4,640

Other comprehensive income (loss), net of tax	38,480	(19,682)

COMPREHENSIVE INCOME (LOSS)	$ 84,144	$ (15,042)

The accompanying notes are an integral part of the consolidated financial statements.

EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDER'S EQUITY


	Three Months Ended
	March 31,
(Dollars in thousands, except share amounts)	2009	2008
	(unaudited)
COMMON STOCK (shares outstanding):
Balance, beginning of period	1,000	1,000
Balance, end of period	1,000	1,000

ADDITIONAL PAID-IN CAPITAL:
Balance, beginning of period	$ 315,771	$ 310,206
Share-based compensation plans	1,262	1,283
Balance, end of period	317,033	311,489

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME,
NET OF DEFERRED INCOME TAXES:
Balance, beginning of period	(72,063)	163,276
Net increase (decrease) during the period	38,480	(19,682)
Balance, end of period	(33,583)	143,594

RETAINED EARNINGS:
Balance, beginning of period	1,959,260	2,094,017
Net income	45,664	4,640
Balance, end of period	2,004,924	2,098,657

TOTAL STOCKHOLDER'S EQUITY, END OF PERIOD	$ 2,288,374	$ 2,553,740

The accompanying notes are an integral part of the consolidated financial statements.

EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS





	Three Months Ended
	March 31,
(Dollars in thousands)	2009	2008
	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 45,664	$ 4,640
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease in premiums receivable	11,328	47,299
Decrease (increase) in funds held by reinsureds, net	506	(2,440)
(Increase) decrease in reinsurance receivables	(52,970)	55,595
Decrease (increase) in deferred tax asset	33,904	(60,681)
Decrease in reserve for losses and loss adjustment expenses	(48,536)	(23,254)
Decrease in unearned premiums	(879)	(79,659)
Change in equity adjustments in limited partnerships	34,093	6,061
Change in other assets and liabilities, net	1,107	41,945
Non-cash compensation expense	1,262	1,206
Amortization of bond premium/(accrual of bond discount)	2,271	75
Amortization of underwriting discount on senior notes	46	43
Realized gain on debt repurchase	(78,271)	-
Net realized capital losses	68,184	101,900
Net cash provided by operating activities	17,709	92,730

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called - available for sale, at market value	109,235	169,407
Proceeds from fixed maturities matured/called - available for sale, at fair value	5,570	-
Proceeds from fixed maturities sold - available for sale, at market value	44,778	14,711
Proceeds from fixed maturities sold - available for sale, at fair value	3,492	-
Proceeds from equity securities sold - available for sale, at fair value	1,634	229,022
Distributions from other invested assets	12,293	10,175
Cost of fixed maturities acquired - available for sale, at market value	(261,238)	(433,074)
Cost of fixed maturities acquired - available for sale, at fair value	(13,310)	-
Cost of equity securities acquired - available for sale, at fair value	(8,976)	(40,958)
Cost of other invested assets acquired	(2,562)	(8,342)
Cost of other invested assets acquired, at fair value	-	(100,837)
Net change in short-term securities	188,866	(32,717)
Net change in unsettled securities transactions	1,646	48,662
Net cash provided by (used in) investing activities	81,428	(143,951)

CASH FLOWS FROM FINANCING ACTIVITIES:
Tax benefit from share-based compensation	-	77
Net cost of debt repurchase	(83,026)	-
Net cash (used in) provided by financing activities	(83,026)	77

EFFECT OF EXCHANGE RATE CHANGES ON CASH	(12,767)	18,341

Net increase (decrease) in cash	3,344	(32,803)
Cash, beginning of period	92,264	146,447
Cash, end of period	$ 95,608	$ 113,644

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash transactions:
Income taxes paid	$ 3,146	$ 4,822
Interest paid	17,808	13,887

The accompanying notes are an integral part of the consolidated financial statements.

	At March 31, 2009
	Amortized	Unrealized	Unrealized	Market
(Dollars in thousands)	Cost	Appreciation	Depreciation	Value
Fixed maturities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$ 135,659	$ 14,954	$ (2)	$ 150,611
Obligations of U.S. states and political subdivisions	3,805,262	136,841	(103,028)	3,839,075
Corporate securities	547,564	17,178	(79,449)	485,293
Mortgage-backed securities	331,722	9,719	(14,408)	327,033
Foreign government securities	432,140	29,565	(6,248)	455,457
Foreign corporate securities	393,325	7,357	(21,516)	379,166
Total fixed maturities	$ 5,645,672	$ 215,614	$ (224,651)	$ 5,636,635
Equity securities	$ 15	$ -	$ (5)	$ 10

	At December 31, 2008				At March 31, 2010
	Amortized	Unrealized	Unrealized	Market	Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost	Appreciation	Depreciation	Value	Cost		Appreciation		Depreciation			Value
Fixed maturities - available for sale
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$ 139,776	$ 15,456	$ -	$ 155,232	$	135,763	$	3,515	$	(1,972	)	$	137,306
Obligations of U.S. states and political subdivisions	3,846,754	113,885	(164,921)	3,795,718		3,657,459		168,621		(22,244	)		3,803,836
Corporate securities	496,328	18,411	(69,061)	445,678		644,008		36,228		(7,650	)		672,586
Asset-backed securities						16,612		489		(1,971	)		15,130
Mortgage-backed securities	231,631	4,838	(19,352)	217,117
Commercial						32,255		6,515		-			38,770
Agency residential						431,587		12,770		(30	)		444,327
Non-agency residential						60,544		908		(1,763	)		59,689
Foreign government securities	467,935	32,538	(7,776)	492,697		673,814		25,368		(9,389	)		689,793
Foreign corporate securities	428,059	6,602	(29,247)	405,414		558,246		16,967		(12,748	)		562,465
Total fixed maturities	$ 5,610,483	$ 191,730	$ (290,357)	$ 5,511,856
Total fixed maturity securities					$	6,210,288	$	271,381	$	(57,767	)	$	6,423,902
Equity securities	$ 15	$ 1	$ -	$ 16	$	15	$	-	$	(3	)	$	12

	By Asset
	Corporate		Asset-backed			Non-agency
(Dollars in thousands)	Securities		Securities			RMBS			Total
Beginning balance January 1, 2010	$	6,930	$	6,258		$	426		$	13,614
Total gains or (losses) (realized/unrealized)
Included in earnings (or changes in net assets)		-		-			25			25
Included in other comprenhensive income		-		(78	)		41			(37	)
Purchases, issuances and settlements		-		188			(36	)		152
Transfers in and/or (out) of Level 3		-		-			-			-
Ending balance March 31, 2010	$	6,930	$	6,368		$	456		$	13,754

The amount of total gains or losses for the period included in earnings
(or changes in net assets) attributable to the change in unrealized
gains or losses relating to assets still held at the reporting date	$	-	$	-		$	-		$	-

(Some amounts may not reconcile due to rounding.)

	Summary
	Three Months Ended
	March 31,
(Dollars in thousands)	2010			2009
Assets:
Balance, beginning of period	$	13,614		$	10,967
Total gains or (losses) (realized/unrealized)
Included in earnings (or changes in net assets)		25			(25	)
Included in other comprehensive income		(37	)		181
Purchases, issuances and settlements		152			2,975
Transfers in and/or (out) of Level 3		-			(6,634	)
Balance, end of period	$	13,754		$	7,464

The amount of total gains or losses for the period included in earnings
(or changes in net assets) attributable to the change in unrealized
gains or losses relating to assets still held at the reporting date	$	-		$	(131	)

(Dollars in thousands)
Bank	Commitment	In Use	Date of Expiry
Citibank Holdings Credit Facility	$ 150,000	$ 27,959	12/31/2009
Total Citibank Holdings Credit Facility	$ 150,000	$ 27,959

	Three Months Ended
U.S. Reinsurance	March 31,
(Dollars in thousands)	2009	2008
Gross written premiums	$ 264,331	$ 233,719
Net written premiums	139,432	147,419

Premiums earned	$ 146,333	$ 198,116
Incurred losses and LAE	90,141	121,049
Commission and brokerage	31,919	52,740
Other underwriting expenses	7,562	8,773
Underwriting gain	$ 16,711	$ 15,554

	Three Months Ended		Three Months Ended
U.S. Insurance	March 31,
U.S. Reinsurance			March 31,
(Dollars in thousands)	2009	2008	2010		2009
Gross written premiums	$ 204,717	$ 210,460	$	244,008	$	264,331
Net written premiums	121,152	110,170		128,462		139,432

Premiums earned	$ 111,972	$ 143,096	$	127,001	$	146,333
Incurred losses and LAE	81,144	95,899		90,108		90,141
Commission and brokerage	12,018	20,748		27,218		31,919
Other underwriting expenses	17,281	14,342		7,806		7,562
Underwriting gain	$ 1,529	$ 12,107	$	1,869	$	16,711

	Three Months Ended		Percentage
	March 31,		Increase/
(Dollars in millions)	2009	2008	(Decrease)
Gross written premiums	$ 778.7	$ 685.5	13.6%
Net written premiums	428.5	410.8	4.3%

REVENUES:
Premiums earned	$ 438.4	$ 500.0	-12.3%
Net investment income	39.7	88.0	-54.9%
Net realized capital losses	(68.2)	(101.9)	-33.1%
Realized gain on debt repurchase	78.3	-	NM
Other expense	(0.1)	(21.3)	-99.5%
Total revenues	488.1	464.8	5.0%

CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses	289.2	309.7	-6.6%
Commission, brokerage, taxes and fees	88.2	109.9	-19.7%
Other underwriting expenses	32.6	32.3	1.1%
Interest, fee and bond issue cost amortization expense	19.6	19.7	-0.6%
Total claims and expenses	429.7	471.6	-8.9%

INCOME (LOSS) BEFORE TAXES	58.4	(6.8)	NM
Income tax expense (benefit)	12.7	(11.4)	-211.6%
NET INCOME	$ 45.7	$ 4.6	NM

			Point
RATIOS:			Change
Loss ratio	66.0%	61.9%	4.1
Commission and brokerage ratio	20.1%	22.0%	(1.9)
Other underwriting expense ratio	7.4%	6.5%	0.9
Combined ratio	93.5%	90.4%	3.1


	At	At	Percentage
	March 31,	December 31,	Increase/
(Dollars in millions)	2009	2008	(Decrease)
Balance sheet data:
Total investments and cash	$ 7,256.9	$ 7,395.1	-1.9%
Total assets	12,714.5	12,866.6	-1.2%
Loss and loss adjustment expense reserves	7,342.6	7,420.0	-1.0%
Total debt	1,017.8	1,179.1	-13.7%
Total liabilities	10,426.1	10,663.7	-2.2%
Stockholder's equity	2,288.4	2,203.0	3.9%

(NM, not meaningful)
(Some amounts may not reconcile due to rounding)

	For the Three Months Ended March 31,
(Dollars in millions)	2009	2008	Variance	% Change
Gross written premiums	$ 264.3	$ 233.7	$ 30.6	13.1%
Net written premiums	139.4	147.4	(8.0)	-5.4%

Premiums earned	$ 146. 3	$ 198.1	$ (51.8)	-26.1%
Incurred losses and LAE	90.1	121.0	(30.9)	-25.5%
Commission and brokerage	31.9	52.7	(20.8)	-39.5%
Other underwriting expenses	7.6	8.8	(1.2)	-13.8%
Underwriting gain	$ 16.7	$ 15.6	$ 1.2	7.4%

				Point Chg
Loss ratio	61.6%	61.1%		0.5
Commission and brokerage ratio	21.8%	26.6%		(4.8)
Other underwriting expense ratio	5.2%	4.4%		0.8
Combined ratio	88.6%	92.1%		(3.5)

(Some amounts may not reconcile due to rounding)