Amendment to April 20, 2001 Non-Qualified Stock Option Award Agreement
The Non-Qualified Stock Option Award Agreement between Everest Re Group, Ltd. and Joseph V. Taranto dated April 20, 2001 is hereby amended as set forth below:
Effective August 31, 2005, Paragraph 2(c) is amended in its entirety to read as follows:
“(c) Notwithstanding the foregoing, the options shall become fully vested and exercisable as follows:
| (i) | on March 31, 2008, provided that Participant’s employment has not been |
terminated for cause as that term is defined in Participant’s Employment
Agreement with the Corporation or its Subsidiaries, and further provided that
such accelerated vesting shall be effective only if the operation thereof
would not cause the options to be treated, in whole or in part, as “deferred
compensation” for purposes of section 409A of the Internal Revenue Code;
or
| (ii) | if the Participant retires after attaining age 65, or earlier with the consent of | |
| the Corporation; or |
|
| (iii) | if the Participant’s employment is terminated by death or disability a |
determined by the Committee.”;
Everest Re Group, Ltd.
By: /s/ Joseph A. Gervasi
Joseph A. Gervasi
Senior Vice President
/s/ Joseph V. Taranto
Joseph V. Taranto
Dated: August 31, 2005