Everest Re 8K Departure of Directors or Certain Officers | EG 17 Dec 21

EMPLOYMENT AGREEMENT

This

Employment

Agreement

(this

"Agreement")

made

December

17,

2021,

between

Everest

Global

Services,

Inc.,

Delaware

corporation

(the

"Company"),

Everest

Group, Ltd. ("Group"), Everest Reinsurance Holdings, Inc., a Delaware

corporation ("Holdings")

and Juan C. Andrade (the "Executive").

WHEREAS, the Executive is currently

serving as the President and

Chief Executive of the

Company;

WHEREAS,

the

Company,

Holdings

and

the

Executive

are

party

Employment

Agreement entered

into as

of August

1, 2019

(the "Prior

Agreement") providing

for the

Executive's

employment by the Company, and setting forth the terms and conditions for such employment;

WHEREAS, the

Company, Group and

Holdings desire

to continue

to employ

the Executive

and the

Executive desires

to continue

to be employed

by the

Company, on the terms

and conditions

provided below; and

WHEREAS, this Agreement shall govern

the employment relationship between Executive

and the

Company, Group and

Holdings and

supersedes all

previous agreements

and understandings

with respect to such employment relationship; and

WHEREAS, the

Company, Group, Holdings and

the Executive desire

to amend and

restate

the Prior

Agreement in

order to

set

forth

the terms

and conditions

of the

Executive's continued

employment

with

the

Company,

Group

and

Holdings

and

have

determined

that

their

respective

best

interests

enter

into

this

Agreement

the

terms

and

conditions

set

forth

herein..

NOW,

THEREFORE,

consideration of

the

promises

and

mutual

covenants

contained

herein and

for other

good and

valuable consideration,

the receipt

of which

is hereby

acknowledged,

the parties hereto agree as follows:

ENGAGEMENT

The Company

agrees to

continue to

employ the

Executive, and

the Executive

accepts to

continue such

employment, on

the terms

and conditions

set forth

in this

Agreement, unless

and

until

such

employment

shall

have

been

terminated

provided

this

Agreement

may

otherwise be agreed to by the parties.

TITLE AND DUTIES

Executive shall continue

to serve as

President and Chief

Executive Officer

of each of

the

Company,

Group,

Holdings

and

Everest

Reinsurance

Company

and

will

report to

the

Board

Directors of Group ("Board") and shall perform duties consistent with these positions, shall abide

by Company policies as such

policies may be amended

from time to time, and

shall devote his full

business time and

best efforts to his

duties hereunder and

the business and

affairs of the

companies

over which he presides (except during vacation periods and periods of illness or other

incapacity).

While Executive

serves as

Chief Executive

Officer of

the Group,

if not

previously

appointed, the Board shall appoint Executive to the Group Board, and thereafter the Group Board

shall

nominate

Executive

for

re-election

member

its

Board

each

annual

shareholders

meeting

during

the

term

this

Agreement.

elected

the

Board

Group's

shareholders,

Executive

shall

serve

the

Group

Board

without

additional

compensation.

his

choosing,

Executive may also

serve, subject to

his appointment or

election, as a

director and officer

of any

corporation that

is a

subsidiary or

affiliate of

the Company

or Group.

The Executive

may volunteer

a reasonable

portion of

his non-working

time to

charitable, civic and

professional organizations,

as shall not

interfere with

the proper

performance of

his duties

and obligations

hereunder, provided

the

Executive shall

not

serve on

any

other

board

directors

public

private

"for

profit"

company without

the prior

consent of

the Board.

As previously

approved by

the Group

Board,

and subject

to such

service not

interfering with

the Executive’s

duties and

responsibilities to

the

Company and

the Group,

the Executive

may continue

to serve

on the

Board of

Directors of

the

United

States

Automobile

Association

(“USAA”).

Executive

will

based

the

Company's

facility

currently

located

Warren,

New

Jersey,

subject

customary

travel

and

business

requirements.

TERM.

This Agreement shall commence

and replace the Prior

Agreement effective as

of January

1, 2022

(the “Effective

Date”), and

shall continue

in effect

up through

and including

December

31, 2023 (the

“Term”); provided that the Term shall automatically

be extended for

successive one-

year periods unless either party shall give the

other written notice of its intention not to extend

the

Term at least six (6) months prior to the expiration of the

then current Term.

For the avoidance of

doubt,

the

Company

provides

notice

not

extend

the

initial

any

subsequent

Term,

the

Executive’s

employment

with

the

Company

shall

cease

upon

expiration

the

Term

this

Agreement and such cessation of employment shall be treated as

if it were a Termination Without

Cause or for

Good Reason

in accordance with

Section 6(c), and

if the Executive

provides notice

to not extend the initial

or any subsequent Term,

the Executive’s

employment with the Company

shall cease upon the expiration of the

Term

of this Agreement and such cessation

of employment

shall be

treated as

if it

were a

Voluntary

Termination

without Good

Reason in

accordance with

Section 6(e).

COMPENSATION

(a)

Base Salary.

During the Term, Executive's base

salary ("Base Salary")

shall be one

million

two

hundred

fifty

thousand

dollars

($1,250,000)

per

annum

(pro-rated

for

any

partial

years),

subject

appropriate

increases,

determined

and

approved

the

Compensation

Committee of

Group.

The Base

Salary shall

be paid

in accordance

with the

Company's normal

payroll practices in effect from time to time.

(b)

Annual Non-Equity Incentive

Grants.

During the Term, Executive shall

be eligible

to participate in an annual

non-equity incentive program or

plan established by Group,

subject to

the approval

of Group's

shareholders if

required by

law,

or to

participate in

an alternative

bonus

arrangement, as determined by the

Compensation Committee of the

Board of Directors of

Group

in consultation with Executive, and such arrangement to be consistent with

current

market

industry

practice.

Executive's

target

annual

non-equity

incentive

opportunity

("Target Cash

Incentive") will be two hundred twenty percent (220%) of Base Salary.

(c)

Executive Stock

Based

Incentive Plan.

During

the Term,

the Executive

shall be

eligible to participate in and receive such equity incentive compensation as

may be granted by the

Compensation Committee

from time

to time

pursuant to

the Everest

Re Group,

Ltd. 2020

Stock

Incentive Plan, as

such plan may

then be in

effect and as

it may be

amended or superseded

from

time to

time or

any successor

plan (the

"Stock Plan"),

with a

target value

of three

hundred sixty

percent (360%)

Executive's Base

Salary

applicable to

the

fiscal year

prior to

the calendar

year in which the Compensation Committee makes its

determination to grant such a share award.

All

awards

the

Executive

under

the

Stock

Plan

shall

determined

the

Compensation

Committee in

its discretion.

Except as

expressly set

forth in

this Agreement, all

equity awards

shall

be subject to the terms of the Stock Plan.

(d)

Sign

Equity

Grant.

Subject

the

Executive

commencing

his

duties

accordance with the

Prior Agreement on

or about September

3, 2019,

the Company made

a one-

time retention

grant of

restricted shares

to the

Executive in

2019 (the

“Retention Grant”

and the

date of grant of such award the “Grant Date”).

In consideration for Executive’s agreement to enter into this Agreement and subject to the

Executive’s continued employment through the

applicable vesting date,

the restricted shares

of the

Retention Grant granted to Executive shall

continue to vest over a five (5)-year

period with one-

fifth of

the total

amount vesting

on each

of the

first five

anniversaries of

the Grant

Date.

If the

Executive is terminated without Cause (as defined below), or due to Disability (as defined below)

due

death

the

Executive

resigns

for

Good

Reason

(as

defined

below)

(each

such

termination referred to as

a “Vesting

Termination”),

subject to (except in

the case of Executive’s

death) the Executive signing and not revoking a release of claims

as required pursuant to Section

6(h)

below,

the

Executive

will

become

fully

vested

the

Retention

Grant

the

extent

not

previously vested.

The release

must be

executed, and

any revocation

period must

have expired,

within sixty (60) days

after such termination date.

Notwithstanding the foregoing, in

the event the

Executive incurs a termination with Cause or if the Executive resigns without Good Reason, or in

the event

the release

does

not become

effective

within

sixty

(60) days

after termination

date

required

the

sentence

following

Vesting

Termination,

the

Executive

shall

immediately

forfeit

any

portion

the

Retention

Grant

not

previously

vested

the

date

termination.

BENEFITS

(a)

Employer Benefit

Plans.

During the

Term, Executive will be

eligible to

participate,

on terms which are generally available to the other senior executives of the Company

and subject

to the eligibility

requirements of the

applicable Company plans

as in effect

from time to

time, in

the

Company's

deferred

compensation,

medical,

dental,

vacation,

life

insurance

and

disability

programs and other benefits

generally available to the

Company's senior executives from

time to

time.

(b)

Business Expenses.

The Executive

is authorized

to incur

and the

Company shall

either pay directly or reimburse the Executive for ordinary and reasonable expenses in

connection with the performance

of his duties

hereunder, including,

without limitation,

expenses

for

(A)

transportation,

(B)

business

meals,

(C)

travel

and

lodging,

and

(D)

similar

items.

The

Executive

agrees

comply

with

Company

policies

with

respect

reimbursement

and

record

keeping in connection with such expenses.

(c)

Retirement

Benefits.

Executive

will

eligible

participate

the

Company's

existing

tax-qualified

retirement

plans

and

the

Company's

supplemental

retirement

and

excess

benefit plans (collectively "SERP"), as they may be in effect from time to time

(d)

Car Allowance.

The Company shall provide Executive

$1,000 per month as

a car

allowance to be applied toward the purchase or lease of a vehicle. This car allowance will be paid

to Executive

as part

of the

standard payroll

and will

be reported

as income

on Executive’s

year-

end W-2 form.

TERMINATION OF EMPLOYMENT

The employment

of the

Executive hereunder

may be

terminated by

the Company

at any

time,

subject

the

Company

providing

the

compensation

and

benefits

accordance

with

the

terms of this Section 6, which

shall constitute the Executive's sole and

exclusive remedy and legal

recourse upon any

such termination of employment,

and the Executive

hereby waives and

releases

any and all other

claims against the

Company and its

parent entities, affiliates,

officers, directors

and employees in such event.

(a)

Termination

Due

Death

Disability.

In the

event

the

Executive's

death,

Executive's

employment

shall

automatically

cease

and

terminate

the

date

death.

Executive shall become incapacitated

by reason of

sickness, accident or other

physical or mental

disability, as such incapacitation is certified in writing by

a physician chosen by the

Company and

reasonably acceptable to

Executive (or his

spouse or representative

if in the

Company's reasonable

determination Executive

is not

then able

to exercise

sound judgment),

and shall

therefore be

unable

to perform

his duties

hereunder for

a period

of either

(i) one

hundred twenty

(120) consecutive

days, or

(ii) more

than six (6)

months in any

twelve month period,

with reasonable

accommodation

as required by

law, then to the extent

consistent with applicable

law, Executive shall be considered

"Disabled" and the

employment of Executive

hereunder and this

Agreement may be

terminated by

Executive or the Company

upon thirty (30) days'

written notice to the

other party following such

certification.

In the event

of the termination

of employment due

to Executive's death

or Disability,

Executive or his estate or legal representatives shall be entitled to receive:

(i)

payment

for

all

accrued

but

unpaid

Base

Salary

the

date

Executive's termination of employment;

(ii)

reimbursement for

expenses incurred

by the

Executive pursuant

to Section

5(b) hereof up to and including the date on which employment is terminated;

(iii)

any earned benefits to which the Executive may be entitled as of the

date

termination

pursuant

the

terms

any

compensation

benefit

plans

(including,

for

the

avoidance of doubt, any equity

plans) to the extent permitted

by such plans (with

the payments

described in subsections (i) through (iii) of this Section 6(a), in each case payable at the time

they

would

have

been

payable

but

for

such

termination,

collectively

called

the

"Accrued

Payments");

(iv)

any annual non-equity

incentive bonuses earned

but not

yet paid for

any

completed full fiscal year immediately preceding the employment termination date; and

(v)

if employment termination

occurs prior to

the end of

any fiscal year, a

pro

rata annual

non-equity

incentive bonus

for

such

fiscal year

in which

employment

termination

occurs (based on actual business days in such fiscal year prior to such employment termination,

divided

the

total

annual

business

days)

determined

and

paid

based

actual

performance

achieved for that fiscal year against the performance goals for that fiscal year.

Any annual non-

equity incentive

bonus due

under section

6(a)(iv) or

(v) shall

be paid

after Group's

Compensation

Committee determines the amount, if any, of such bonus and in no event later than seventy (70)

days following the last day of such fiscal year to which the bonus relates.

(b)

Termination

For

Cause.

The

Company

may,

any

time,

terminate

Executive's

employment for Cause. The

term "Cause" for purpose

of this Agreement

shall mean (a) repeated

and

gross

negligence

fulfillment

of,

repeated

failure

Executive

fulfill,

his

material

obligations under this

Agreement, in either

event after written

notice thereof, (b) material

willful

misconduct

Executive

respect

his

obligations

hereunder,

including,

but

not

limited

to,

fraudulent

misconduct,

(c)

conviction

any

felony,

any

crime

moral

turpitude,

(d)

material breach in trust committed in willful or reckless disregard of the interests of the Company

or its affiliates or undertaken for personal gain.

For purposes of this

Section 6 of the

Agreement, an act or

failure to act shall be

considered

"willful" only if done or omitted to be done without a good faith reasonable belief that such act or

failure to act was in the best interests of the Company.

In the event of the termination

of Executive's employment hereunder by the

Company for

Cause, then Executive shall be entitled to receive payment of the Accrued Payments.

(c)

Termination

without

Cause

for

Good

Reason.

The

Company

may

terminate

Executive's employment hereunder without Cause

at any time.

The Executive may terminate

his

employment for Good Reason by providing thirty (30) days' prior written notice to the

Company.

In the event

of the termination

of Executive's employment

under this Section

6(c) by the

Company

without Cause

or by

the Executive

for Good

Reason, in

each case

prior to

or more

than twenty-

four (24)

months following

a Material

Change (as

defined in

the Everest

Re Group,

Ltd. Senior

Executive Change

of Control

Plan, as

amended and

restated effective

January 1,

2016 (the

"Change

of Control Plan")), then Executive shall be entitled to:

(i)

payment of the Accrued Payments;

(ii)

a separation allowance, payable

in equal installments

in accordance with

normal payroll practices over a

twelve (12) month period

beginning immediately following the

date

termination,

equal

the

Executive's

Base

Salary

effect

the

date

such

termination;

(iii)

payment

later

than

seventy

(70)

days

following

the

employment

termination

date

any

annual

non-equity

incentive

bonuses

determined

the

Group

Compensation Committee to

have been earned

but not yet paid

for any completed

full fiscal year

immediately preceding the employment termination date;

(iv)

if employment

termination occurs

prior to

the end

of any

fiscal year,

annual non-equity incentive bonus for such fiscal year

in which employment termination occurs

determined and paid no later than seventy (70) days following the last day of such fiscal year to

which the

bonus relates

based on

actual performance

achieved for

such fiscal

year against

the

performance goals for that fiscal year; and

(v)

the Company shall arrange for the Executive to continue to participate

substantially the same

terms and

conditions as in

effect for

the Executive (including

any required

contribution) immediately prior

to such termination,

in the disability

and life

insurance programs

provided to

the Executive

pursuant to

Section 5(a)

hereof until

the earlier

of (i)

the end

of the

twelve

(12)

month

period

beginning

the

effective

date

the

termination

Executive's

employment hereunder, or

(ii) such

time as

the Executive

is eligible

to be covered

by comparable

benefit(s)

subsequent

employer.

The

foregoing

this

Section

6(d)(v)

referred

"Benefits Continuation".

In addition, no later than sixty (60) days after

the date of termination,

the Company agrees to pay Executive a single cash

sum in order to enable Executive to pay for

medical and dental

coverage (through COBRA

or otherwise) that

is comparable to

the medical

and dental coverage in effect for Executive (and his dependents, if any), with such cash

amount

equal to the cost of the premiums for such coverage that would

apply if Executive were to elect

COBRA

continuation

coverage

under

the

Company's

medical

and

dental

plans

following

his

termination of

employment and

continue such

coverage for

the twenty-four

(24) month

period

beginning on the

date of Executive's

termination of employment.

The Executive agrees

to notify

the Company

promptly

if and

when

begins employment

with another

employer and

if and

when

becomes

eligible

participate

any

benefit

other

welfare

plans,

programs

arrangements of another employer.

Notwithstanding

the foregoing,

the payments

and benefits

described in

clauses (ii),

(iii),

(iv) and (v)

above shall immediately terminate,

and the Company shall

have no further obligations

to Executive with

respect thereto, in the

event that Executive breaches

any provision of Section

or Section 12 of this Agreement,

and if Executive breaches any provision of

Section 11 or Section

after

receipt

any

such

payment

benefit,

then

Executive

shall

required

repay

the

Company the payments and benefits described

in clauses (ii), (iii), (iv) and (v) above

within thirty

(30) days after notice from the Company that

Executive has so breached the Section

11 or Section

12 of the Agreement.

For

purposes

this

Agreement,

the

term

"Good

Reason"

means,

without

Executive's

written

consent:

(i)

materially

adverse

change

the

nature,

title

status

his

position

responsibilities including a

change in Executive’s

reporting relationship as

set forth in

section 2;

(ii) a reduction

by the Company in

the Base Salary, Target Cash Incentive or the multiplier

of 2.50

that

would

used

calculating

the

Cash

Payment

referenced

Section

IV(A)

the

Senior

Executive

Change

Control

Plan;

(iii)

failure

the

Group

Board

nominate

Executive

for

election to

the Group

Board at

an annual

meeting

of shareholders

(other than

solely due

to any

future stock exchange or other legal requirement prohibiting management directors or to the

extent prohibited by the Group Bye-Laws); (iv) the

Company requiring Executive to be based at

location in excess of

fifty (50) miles from

the location of the

Company's principal executive office

as of

the effective

date of

this Agreement,

except for

required travel

on company

business or

Executive is required to

relocate to Group's headquarters

in Bermuda; or (v)

a material breach of

this Agreement by the Company.

Provided that

in all

cases of

which, in

each of

subsections (i)

through (v)

in the

immediately

preceding paragraph, is not remedied by the Company

within thirty (30) days of receipt of written

notice of such event

or breach delivered by

Executive to the Company;

provided further,

that the

Executive may only exercise his

right to terminate this Agreement

and his employment for Good

Reason within the

sixty (60) day

period immediately following the

occurrence of any

of the events

described in subsections (i) through (v) above.

(d)

Termination

Employment

without

Cause

for

Good

Reason

following

Change-in-Control.

the

Company

terminates

Executive's

employment

without

Cause

Executive

terminates

his

employment

for

Good

Reason,

each

case

within

twenty

four

(24)

months following

a Material

Change (as

defined in

the Change

of Control

Plan), the

Company's

sole obligation will be to provide to Executive the benefits and payments provided in that Change

Control

Plan,

and

the

Executive

shall

entitled

benefits

payments

hereunder.

Executive shall

be entitled

to a

multiplier of

2.50 for

purposes of

calculating the

Cash Payment

referenced in Section IV(A) of the Change of Control Plan.

Notwithstanding

the foregoing,

if the

rights, compensation

and benefits

described in

the

Change of

Control

Plan

pertaining to

termination

are less

than

those that

would be

provided

Section 6(c) of this Agreement, as determined by Executive and the

Group Board, Executive will

only be

entitled to

the compensation,

benefits and

rights provided

in this

Agreement, and

Executive

waives and specifically disclaims any rights, benefits and compensation he would otherwise have

been entitled to under the Change of Control Plan.

(e)

Voluntary

Termination

the

Executive

without

Good

Reason.

the

event

Executive terminates his employment without Good Reason,

he shall provide six (6) months prior

written notice of such termination to the

Company.

During the 6 month notice period, Executive

shall continue to receive

all compensation and benefits

specified in this agreement.

At the end of

the 6

month

notice period,

the Executive

will

be entitled

to any

outstanding Accrued

Payments

only, and the Executive shall not be entitled to any other benefits

or payments hereunder. Without

limiting

all

other

rights

and

remedies

the

Company

under

this

Agreement

otherwise,

termination of

employment by

the Executive

without Good

Reason upon

proper notice,

will not

constitute a breach by the Executive of this Agreement.

(f)

Resignation

from

all

Boards.

Upon

termination

cessation

Executive's

employment

with

the

Company

for

any

reason,

including

the

cessation

employment

upon

expiration of the term of this Agreement, Executive agrees immediately to resign

his employment

with the Company and all

affiliates.

Any notice of termination or actual

termination or cessation

of employment shall

act automatically

to effect

such resignation

as well

as resignation

from any

position on all boards of directors of the Company or any subsidiary or affiliate of the Company.

(g)

Termination

and

Clawback.

Notwithstanding

anything

this

Agreement

the

contrary,

the

Executive

engages

material

willful

misconduct

respect

his

obligations

hereunder, including, but not limited to, fraudulent

misconduct, during the term

of this Agreement

or during the period in

which he is otherwise entitled to

receive payments hereunder following his

termination of employment, then (i) the Executive shall

be required to repay to the Company any

incentive compensation (including equity awards) paid

to the Executive during or with

respect to

the period in

which he engaged

in such misconduct,

as determined by

a majority of

the Board of

Directors of Group

in its sole

discretion, provided that

no such determination

may be made

until

Executive

has

been

given

written

notice

detailing

the

specific

event

constituting

such

material

willful misconduct and an opportunity to appear before the Group Board (with legal counsel if

requested in writing by Executive) to discuss the specific circumstances alleged to give rise to the

material willful misconduct;

and (ii)

upon such

determination, if

Executive has

begun to

receive

payments or

benefits under

clauses (ii),

(iii), (iv)

and (v)

of paragraph

this Section

6, then

such payments and benefits shall immediately terminate, and Executive shall be required to repay

to the Company the payments and the value of the benefits previously

provided to him hereunder.

(h)

Release of Claims

as Condition.

The Company's

obligation to

pay the

separation

allowance and

provide all

other benefits

and rights

(including equity

vesting) referred

to in

this

Agreement shall be conditioned

upon the Executive or

his estate having delivered

to the Company

executed

full

and

unconditional

release

claims

against

the

Company,

its

parent

entities,

affiliates,

employee

benefit

plans

and

fiduciaries,

officers,

employees,

directors,

agents

and

representatives satisfactory in form and content to the Company's counsel.

(i)

No Mitigation.

In no event shall Executive be obligated to seek other employment

or take

any other

action by

way of

mitigation of

the amounts

payable to

Executive under

any of

the provisions of

this Agreement, nor

shall the amount

of any payment

hereunder be

reduced by

any compensation earned by Executive as a result of subsequent employment.

(j)

Time for Payment.

Subject to the terms and conditions set forth in Section 13, and

except

otherwise

expressly

stated

herein,

benefits

payable

pursuant

this

Section

any,

shall be paid within sixty (60) days following Executive's termination of employment.

INDEMNIFICATION

(a)

The

Company

shall

indemnify,

defend

and

hold

Executive

harmless,

the

maximum extent permitted

by law, against all judgments, fines,

amounts paid in

settlement and all

reasonable expenses, including attorneys' fees incurred by him, in connection with the defense of,

or as a result of, any action or proceeding (or any appeal from any action or proceeding) in which

Executive is

made or

is threatened

to be

made a

party by

reason of

the fact

that he

is or

was an

officer or director of

the Company, regardless of whether such

action or proceeding

is one brought

by or in the right of the Company.

Each of the parties hereto shall give prompt notice to the other

of any action or proceeding

from which the Company is

obligated to indemnify,

defend and hold

harmless Executive of which it or he (as the case may be) gains knowledge.

(b)

The Company agrees that the Executive shall be covered and insured up to the full

limits

provided

all

directors'

and

officers'

insurance

which

the

Company

then

maintains

indemnify its

directors and

officers (and

to indemnify

the Company

for any obligations

which it

incurs as a

result of its

undertaking to

indemnify its

officers and

directors), subject

to applicable

deductibles and to the terms and conditions of such policies.

(c)

used

this

section

the

term

Company

shall

construed

include

the

Company and its parent entities, affiliates and subsidiaries.

ARBITRATION

The

parties

shall

use

their

best

efforts

and

good

will

settle

all

disputes

amicable

negotiations.

The Company and

Executive agree that,

with the express

exception of any

dispute

controversy

arising

under

Sections

and

this

Agreement,

any

controversy

claim

arising

out

any

way

relating

Executive's

employment

with

the

Company,

including,

without

limitation,

any

and

all

disputes

concerning

this

Agreement

and

the

termination

this

Agreement that

are not

amicably resolved

by negotiation,

shall be

settled by

arbitration in

New

Jersey, or such other place agreed to by the parties, as follows:

Any

such

arbitration

shall

heard

single

arbitrator.

Except

the

parties

may

otherwise agree, the arbitration,

including the procedures for

the selection of an

arbitrator, shall be

conducted in

accordance with

the National

Rules for

the Resolution

of Employment

Disputes of

the American Arbitration Association ("AAA").

All

attorneys'

fees and

costs

the

arbitration

shall in

the

first instance

borne by

the

respective party incurring such costs and fees, but the arbitrator shall have the discretion to award

costs and/or attorneys'

fees as he

or she deems

appropriate under the

circumstances.

The parties

hereby expressly waive punitive damages, and

under no circumstances shall an award

contain any

amounts that are in any way punitive in nature.

Judgment

the

award

rendered

the

arbitrator

may

entered

any

court

having

jurisdiction thereof.

It is intended

that controversies or

claims submitted to

arbitration under this

Section 8 shall

remain confidential, and to that

end it is agreed by

the parties that neither the

facts disclosed in the

arbitration, the

issues arbitrated,

nor the

view or

opinions of

any persons

concerning them,

shall

be disclosed

to third

persons

at any

time, except

to the

extent necessary

to enforce

an award

judgment

required

law

response

legal

process

connection

with

such

arbitration.

Notwithstanding the foregoing,

each of the

parties agrees that,

prior to submitting

a dispute

under this Agreement to

arbitration, the parties agree to

submit for a period

of sixty (60) days, to

voluntary mediation

before

a jointly

selected neutral

third party

mediator

under the

auspices of

JAMS,

New

York,

New

York

Resolutions

Center

(or

any

successor

location),

pursuant

the

procedures

JAMS

International

Mediation

Rules

conducted

New

Jersey

(however,

such

mediation or obligation

to mediate shall

not suspend or

otherwise delay any

termination or other

action of the Company or affect the Company's other rights).

ENFORCEABILITY

It is the

intention of the

parties that the

provisions of this

Agreement shall be

enforced to

the fullest

extent permissible

under the

laws and

public policies

of each

state and

jurisdiction in

which such

enforcement is

sought, but

that the

unenforceability (or

the modification

to conform

with

such

laws

public

policies)

any

provisions

hereof,

shall

not

render

unenforceable

impair the remainder of this Agreement.

Accordingly, if any provision of this Agreement shall be

determined

invalid

unenforceable,

either

whole

part,

this

Agreement

shall

deemed

amended

delete

modify,

necessary,

the

offending

provisions

and

alter

the

balance of this

Agreement in

order to render

the same

valid and

enforceable to

the fullest

extent

permissible.

10.

ASSIGNMENT

This Agreement is personal in nature to the Company and the rights and obligations of the

Executive

under

this

Agreement

shall

not

assigned

transferred

the

Executive.

This

Agreement and all of the

provisions hereof shall be

binding upon, and inure

to the benefit of,

the

parties hereto and their successors (including successors by merger,

consolidation, sale or similar

transaction,

permitted

assigns,

executors,

administrators,

personal

representatives,

heirs

and

distributees).

11.

NON-DISCLOSURE;

NON-SOLICITATION;

COVENANTS

EXECUTIVE;

COOPERATION

(a)

Executive

acknowledges

that

result

the

services

rendered

the

Company hereunder,

Executive will

be brought into

close contact with

many confidential affairs

the

Company,

its

parents,

subsidiaries

and

affiliates,

not

readily

available

the

public.

Executive further acknowledges

that the

services to

be performed

under this

Agreement are

of a

special, unique,

unusual, extraordinary

and intellectual

character; that

the business

of the

Company

is international in

scope; that its goods

and services are

marketed throughout the United

States and

other

countries;

and

that

the

Company

competes

with

other

organizations

that

are

could

located in any part of the United States or the world.

(b)

In recognition

of the

foregoing, Executive

covenants and

agrees that,

except as

necessary in providing

services under this

Agreement, or

as required by

law or pursuant

to legal

process

connection

with

administrative

proceeding

before

governmental

agency,

Executive

will

not

knowingly

use

for

his

own

benefit

nor

knowingly

divulge

any

Confidential

Information

and

Trade

Secrets

the

Company,

its

parents,

subsidiaries

and

affiliated

entities,

which are

not otherwise in

the public domain

and, so long

as they remain

Confidential Information

and

Trade

Secrets

not

the

public

domain,

will

not

disclose

them

anyone

outside

the

Company

either

during

after

his

employment.

For

the

purposes

this

Agreement,

"Confidential

Information"

and

"Trade

Secrets"

the

Company

mean

information

which

proprietary

and

secret

the

Company,

its

parents,

subsidiaries

and

affiliated

entities.

may

include, but

is not

limited to,

information relating

to present

future concepts

and business

of the

Company,

its

parents,

subsidiaries

and

affiliates,

the

form

memoranda,

reports,

computer

software

and

data

banks,

customer

lists,

employee

lists,

books,

records,

financial

statements,

manuals, papers, contracts and strategic plans.

As a guide, Executive is to consider information

originated, owned,

controlled or

possessed by

the Company,

its subsidiaries

or affiliated

entities

which

not

disclosed

printed

publications

stated

available

for

distribution

outside

the

Company,

its

parents,

subsidiaries

and

affiliated

entities

being

secret

and

confidential.

instances where doubt does or should reasonably be understood to

exist in Executive's mind as to

whether

information

secret

and

confidential

the

Company,

its

subsidiaries

and

affiliated

entities, Executive agrees to request an opinion, in writing, from the Company as to whether such

information

secret

and

confidential.

Nothing

this

Agreement

prohibits

Executive

from

reporting possible violations

of federal or

state law

or regulation to

any governmental

agency or

entity or making other

disclosures that are protected under

the whistleblower provisions of federal

or state law or regulation.

(c)

In compliance

with 18

U.S.C. §

1833(b), as

established by

the Defend

Trade Secrets

Act of

2016, Executive

is given

notice of

the following:

(1) that

an individual

shall not

be held

criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade

secret that

(A) is

made (i)

in confidence

to a

Federal, State,

or local

government

official,

either

directly or indirectly, or to an attorney; and (ii) solely for the

purpose of reporting or investigating

a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or

other proceeding, if

such filing is

made under seal;

and (2) that

an individual who

files a lawsuit

for retaliation

by an

employer for

reporting a

suspected violation

of law

may disclose

the trade

secret to the

attorney of the

individual and use

the trade secret

information in the

court proceeding,

if the

individual (A)

files any

document containing

the trade

secret under

seal; and

(B) does

not

disclose the trade secret, except pursuant to court order.

(d)

Executive will deliver promptly to

the Company on termination

of his employment

with

the

Company,

any

other

time

the

Company

may

request,

all

memoranda,

notes,

records,

reports

and

other

documents

relating

the

Company,

its

parents,

subsidiaries

and

affiliated entities, and all

property owned by the

Company,

its subsidiaries and affiliated

entities,

which

Executive

obtained

while

employed

the

Company,

and

which

Executive

may

then

possess or have under his control.

(e)

Executive will

promptly disclose

to the Company

all inventions, processes,

original

works of authorship, trademarks, patents, improvements and discoveries

related to the business of

the Company,

its subsidiaries

and affiliated

entities (collectively

"Developments"), conceived

developed

during

Executive's

employment

with

the

Company

and

based

upon

information

which

had

access

during

the

term

employment,

whether

not

conceived

during

regular

working

hours,

though

the

use

Company

time,

material

facilities

otherwise.

All

such

Developments

shall

the

sole

and

exclusive

property

the

Company,

and

upon

request

Executive

shall

deliver

the

Company

all

outlines,

descriptions

and

other

data

and

records

relating

such

Developments,

and

shall

execute

any

documents

deemed

necessary

the

Company to protect the Company's

rights hereunder.

Executive agrees upon request to

assist the

Company

obtain

United

States

foreign

letters

patent

and

registrations

covering

inventions and original works of authorship belonging

to the Company.

If the Company is unable

because of Executive's

mental or physical

incapacity to secure

Executive's signature to

apply for

or to

pursue any

application for

any United

States or

foreign letters

patent or

covering inventions and

original works of

authorship belonging to

the Company,

then Executive

hereby

irrevocably

designates

and

appoints

the

Company

and

its

duly

authorized

officers

and

agents as his agent and attorney in fact, to act for and in his behalf and

stead to execute

and file any such

applications and to

do all other

lawfully permitted acts

to further

the prosecution

and issuance of

letters patent or

with the same

legal

force and effect

as if executed by

him.

Executive hereby waives and

quitclaims to the

Company

any and all claims,

of any nature

whatsoever, that

he may hereafter have

for infringement of

any

patents or copyright resulting from registrations belonging to the Company.

(f)

The

Executive

agrees

that

for

period

months

after

the

termination

cessation of

the Executive's

employment with

the Company

for any

reason(except that

the time

period

such

restrictions

shall

extended

any

period

during

which

the

Executive

violation of this Section 11(e)) the Executive will not:

(i)

directly or indirectly

solicit, attempt

to hire, or

hire any employee

of the

Company or

its affiliates

(or any

person who

may have

been employed

by the

Company or

its

affiliates during the

last year

of the

Executive's employment with

the Company),

or assist in

such

hiring by any other person or business entity

or encourage, induce or attempt to induce

any such

employee to terminate his or her employment with the Company or its affiliates; or

(ii)

take action intended to encourage any

vendor or supplier of the Company

or its affiliates to cease

to do business with the

Company or its affiliates or materially

reduce the

amount of business the vendor or supplier does with the Company or its affiliates; or

(iii)

materially disparage the Company or its affiliates.

(g)

Executive agrees

to cooperate

with the

Company, during the

term of

this Agreement

and

any

time

thereafter

(including

following

Executive's

termination

employment

for

any

reason), by making himself

reasonably available to testify

on behalf of the

Company,

its parents,

subsidiaries and

affiliates in any

action, suit,

or proceeding,

whether civil,

criminal, administrative,

or investigative, and to

assist the Company,

in any such

action, suit, or

proceeding, by providing

information

and

meeting

and

consulting

with

the

Board

its

representatives

counsel,

representatives

counsel

the

Company,

requested;

provided,

however

that

does

not

materially interfere

with his

then current

professional activities.

The Company

agrees to

reimburse

Executive

for

all

reasonable

expenses

actually

incurred

connection

with

his

provision

testimony or assistance.

12.

NON-COMPETITION AGREEMENT

The

Executive

agrees

that

throughout

the

term

his

employment,

and

for

period

twelve (12) months after

termination or cessation of

employment for any reason,

(except that the

time period of such

restrictions shall be extended

by any period during

which the Executive is

violation

this

Section

12),

will

not

engage

in,

participate

in,

carry

on,

own,

manage,

directly

indirectly,

either

for

himself

partner,

stockholder,

investor,

officer,

director,

employee, agent, independent contractor,

representative or consultant

of any person, partnership,

corporation

other

enterprise,

any

"Competitive

Business"

any

jurisdiction

which

the

Company

any

its

affiliates

actively

conducts

business.

For

purposes

this

Section

12,

"Competitive Business" means the property and casualty insurance or reinsurance business.

The Executive's engaging in the following activities will not be

deemed to be engaging or

participating in a

Competitive Business: (i)

investment banking;

(ii) passive

ownership of

less than

any

class

securities

company;

(iii)

engaging

participating

solely

noncompetitive

business

entity

which

also

separately

operates

business

which

"Competitive Business"; (iv) continued service

on the USAA Board of

Directors; and (v) service

on the

board of

any public

or private

for profit

and not

for profit

company that

is not

otherwise

engaged

the

property

and

casualty

insurance

reinsurance

business.

Notwithstanding

the

foregoing, the

Board shall consider

any request

from Executive

to sit

on the

board of

a Competitive

Business and retain discretion to approve and

waive the restriction of Executive to participate as

board member of a Competitive Business, but only during

the 12 month non-compete period after

the termination date or cessation of employment.

For the avoidance of

doubt, all restrictions

on Executive embodied within

this Section 12

will cease at the

end of the 12 month

non-compete period following cessation

of employment, and

Executive is free

at that time

to be employed

by or serve

on the board

of any Competitive Business

without need to seek permission from the Group Board.

The

Executive

acknowledges,

with

the

advice

legal

counsel,

that

understands

the

foregoing provisions

of this

Section 12

and that

these provisions

are fair, reasonable,

and necessary

for the protection of the Company's business.

Executive

agrees

that

the

remedy

law

for

any

breach

threatened

breach

any

covenant

contained

Sections

and

will

inadequate

and

that

the

Company

and

its

affiliates, in addition to such other remedies as may be available to it, in law or in equity,

shall be

entitled to injunctive relief without bond or other security.

13.

TAXES

(a)

All payments to

be made to

and on behalf

of the

Executive under this

Agreement

will be subject to required withholding of federal, state and local income, employment and excise

taxes, and to related reporting requirements.

(b)

Notwithstanding anything

in this

Agreement to

the contrary,

it is

the intention

the

parties

that

this

Agreement

comply

with

Section

409A

the

Internal

Revenue

Code,

amended (the "Code") and any regulations and other guidance issued

thereunder or an exemption

thereunder

and

shall

construed

and

administered

accordance

with

Section

409A,

and

this

Agreement

and

the

payment

any

benefits

hereunder

shall

operated

and

administered

accordingly.

Any payments under this

Agreement that may

be excluded from Section

409A either

as separation pay due to

an involuntary separation from service

or as a short-term deferral shall

excluded from Section

409A to the maximum

extent possible. To the extent Section

409A applies,

each installment payment

provided under this

Agreement shall be

treated as

a separate payment.

Specifically,

but

not

limitation,

the

Executive

agrees

that

if,

the

time

termination

employment,

the

Company

considered

publicly

traded

and

considered

specified employee,

as defined

in Section

409A, then

some or

all of

such payments

to be

made

hereunder as a result

of his termination of

employment shall be deferred

for no more than

six (6)

months following such termination of employment, if and to the extent the delay in such payment

is necessary in order to comply with the requirements of Section 409A of

the Code.

Upon expiration of such six

(6) month period (or, if earlier, his death),

any payments so

withheld

hereunder

from

the

Executive

hereunder

shall

distributed

the

Executive,

with

payment

interest

thereon

credited

rate

prime

plus

(with

such

prime

rate

determined as of the actual payment date).

(c)

With respect to any amount of expenses eligible for reimbursement

that is required

included

the

Executive's gross

income

for

federal

income

tax

purposes,

such

expenses

shall be reimbursed to

the Executive no later

than December 31 of

the year following

the year in

which the Executive incurs the related expenses.

In no event shall the amount of expenses (or in-

kind benefits) eligible for reimbursement in

one taxable year affect the amount of

expenses (or in-

kind

benefits)

eligible

for

reimbursement

any

other

taxable

year

(except

for

those

medical

reimbursements referred

Section

105(b)

the

Internal Revenue

Code

1986),

nor

shall

Executive's right

to reimbursement

or in-kind

benefits

be subject

to liquidation

or exchange

for

another benefit.

(d)

the

benefits

payable

hereunder

constitute

deferred

compensation

within

the

meaning of Section

409A of the

Code, then Executive

shall execute and

deliver to the

Company

the Release as referenced in section 6(h) within sixty (60)

days following the date of termination.

If such Release

is not effective no

later than sixty (60)

days following the date

of termination, then

any such payments

due following such

date of termination

other than the

Accrued Benefits shall

be forfeited.

Benefits that would have otherwise been payable

during such sixty (60) day period

shall be accumulated

and paid

on the 60th

day following

Executive's termination, provided

such

Release shall have

been executed and

such revocation

periods shall have

expired.

If a bona

fide

dispute

exists,

then

Executive

shall

deliver

written

notice

the

nature

the

dispute

the

Company

within

thirty

(30)

days

following

receipt

such

general

release.

Benefits

shall

deemed

forfeited

the

release

(or

written

notice

bona

fide

dispute)

not

executed

and

delivered to the Company within the time specified herein.

(e)

Termination

employment, or

words

similar

import,

used in

this

Agreement

means,

for

purposes

any

payments

under

this

Agreement

that

are

payments

deferred

compensation subject

to Section

409A of

the Code,

"separation from

service" as defined

in Section

409A of the Code and the regulations promulgated thereunder.

14.

SURVIVAL

Anything in Section

6 hereof to the

contrary notwithstanding, the

provisions of Section

through 16 shall survive the

expiration or termination of this

Agreement, regardless of the reasons

therefor.

15.

NO CONFLICT; REPRESENTATIONS

AND WARRANTIES

The Executive represents and warrants that, to the best of

his knowledge and belief, (i) the

information

(written

and

oral)

provided

the

Executive

the

Company

connection

with

obtaining

employment

with

the

Company

connection

with

the

Executive's

former

employments,

work

history,

circumstances

leaving

former

employments,

and

educational

background,

true

and

complete,

(ii)

has

the

legal

capacity

execute

and

perform

this

Agreement, (iii) this Agreement is a valid and binding obligation of the Executive enforceable

against him in

accordance with its terms,

(iv) the Executive's execution,

delivery or performance

this

Agreement will

not

conflict

with

result

breach of

any

agreement,

understanding,

order, judgment or

other obligation to

which the

Executive is

a party

or by which

he may

be bound,

written

oral,

and

(v)

the

Executive

not

subject

bound

any

covenant

against

competition, non-disclosure or

confidentiality obligation, or any

other agreement, order, judgment

or other obligation, written or oral, which would conflict with, restrict or limit the performance of

the

services

provided

him

hereunder.

The

Executive

agrees

not

use,

disclose

anyone

within

the

Company,

its

parents,

subsidiaries

affiliates,

any

time

during

his

employment hereunder, any trade

secrets or any confidential

information of any

other employer or

other third party.

Executive has provided to the

Company a true copy of

any non-competition or

non-solicitation obligation or agreement to which he may be subject.

16.

MISCELLANEOUS

(a)

Any notice

to be

given hereunder

shall be

in writing

and delivered

personally or

sent by overnight mail, addressed to the party concerned at the address indicated below or to such

other address as such party may subsequently give notice of hereunder in writing:

If to the Company or Holdings:

Everest Global Services, Inc.

100 Everest Way

Warren, New Jersey 07059

Attention: General Counsel

If to Executive:

Employee's last known address, as reflected in the Company's records.

Any notice given

as set

forth above

will be deemed

given on the

business day

sent when

delivered by hand during normal business hours, on the business

day after the business day sent if

delivered

nationally-recognized

overnight

courier,

the

third

business

day

after

the

business day sent if delivered by registered or certified mail, return receipt requested.

(b)

Law Governing.

This Agreement shall

be deemed

a contract

made under

and for

all purposes

shall be

construed in

accordance with,

the laws

of the

State of

New Jersey

without

reference to the principles of conflict of laws.

(c)

Jurisdiction.

Subject

Section

above,

(i)

any

suit,

action

proceeding

seeking to

enforce any

provision of this

Agreement or

for purposes

of resolving

any dispute

arising

out of or related to

this Agreement (including Sections 11 and 12 or

the transactions contemplated

this

Agreement),

the

Company

and

the

Executive

each

hereby

irrevocably

consents

the

exclusive jurisdiction

of any

federal court

located in

the State

of New

Jersey or

any of

the state

courts of the State of New Jersey; (ii) the

Company and the Executive each hereby waives, to the

fullest extent permitted by applicable law, any objection which it or he

may now or hereafter have

to the laying

of venue of

any such suit,

action or proceeding

in any such

court or that

any such suit,

action or proceeding brought in any such court has been brought in an

inconvenient forum;

(iii) process

in any

such suit,

action or

proceeding may

be served

on either

party anywhere in

the world, whether within

or without the

jurisdiction of such

court, and, without

limiting the foregoing, each of

the Company and the Executive

irrevocably agrees that service of

process on such party, in the same manner as provided for notices in Section 16(a)

above, shall be

deemed effective service of process on

such party in any such suit,

action or proceeding; and (iv)

WAIVER

OF JURY

TRIAL: EACH

OF THE

COMPANY

AND THE

EXECUTIVE HEREBY

IRREVOCABLY

WAIVES

ANY AND

ALL

RIGHT

TRIAL BY

JURY

IN ANY

LEGAL

PROCEEDINGS

ARISING

OUT

THIS

AGREEMENT

THE

TRANSACTIONS CONTEMPLATED

BY THIS AGREEMENT.

(d)

Headings.

The Section headings contained in

this Agreement are for convenience

of reference

only and

are not

intended to

determine, limit

or describe

the scope

or intent

of any

provision of this Agreement.

(e)

Number

and

Gender.

Whenever

this

Agreement

the

singular

used,

shall

include

the

plural

the

context

requires,

and

whenever

the

feminine

gender

used

this

Agreement, it shall be construed

as if the masculine, feminine

or neuter gender,

respectively,

has

been used

where

the

context

dictates,

with

the

rest

the

sentence

being

construed as

the

grammatical and terminological changes thereby rendered necessary have been made.

(f)

Entire

Agreement.

This

Agreement

contains

the

entire

agreement

and

understanding between

the parties

with respect

to the

subject

matter

hereof

and

supersedes

any

prior

contemporaneous

understandings

and

agreements,

written

oral,

between

and

among

them respecting such subject matter, including, without limitation, the Prior Agreement.

(g)

Counterparts.

This

Agreement

may

executed

counterparts,

each

which

shall be deemed an original but both of which taken together shall constitute one instrument.

(h)

Expenses.

All

reasonable

legal

and

advisor

fees

and

expenses

incurred

Executive in negotiating and entering into this Agreement will

be paid by the Company.

All such

fees and expenses

will be paid by

the Company within thirty

(30) days after

the Company's receipt

of the invoices therefor.

(i)

Amendments.

This Agreement may not be amended except

by a writing executed

by each of the parties to this Agreement.

(j)

Waiver.

provision

this

Agreement

may

modified,

waived

discharged unless such waiver, modification or discharge is agreed to in writing and

signed by the

Executive and such

officer as

may be specifically

designated by the

Board.

No waiver by

either

party

any

time

any

breach

the

other

party

of,

compliance

with,

any

condition

provision

this

Agreement

performed

such

other

party

shall

deemed

waiver

similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

[signature page follows]

WITNESS

WHEREOF,

the

parties

hereto

have

duly

executed

this

Agreement

December 17, 2021.

EVEREST GLOBAL SERVICES, INC.

/S/ SANJOY MUKHERJEE

Sanjoy Mukherjee

Executive Vice President

EVEREST REINSURANCE

HOLDINGS, INC.

/S/ SANJOY MUKHERJEE

Sanjoy Mukherjee

Executive Vice President

EVEREST RE GROUP,

LTD.

/S/ SANJOY MUKHERJEE

Sanjoy Mukherjee

Executive Vice President

/S/ JUAN C. ANDRADE

Juan C. Andrade

Everest Re (EG) 8-KDeparture of Directors or Certain Officers