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               Securities Exchange Act of 1934 (Amendment No.   )

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                (Name of Registrant as Specified In Its Charter)


                             Everest Re Group, Ltd.
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                             EVEREST RE GROUP, LTD.

                                   ----------

                NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 22, 2003

  TO THE SHAREHOLDERS OF EVEREST RE GROUP, LTD.:


     The Annual General Meeting of  Shareholders of Everest Re Group,  Ltd. (the
"Company"),  a  Bermuda  company,  will  be held at the  Royal  Pavilion  Hotel,
Porters, St. James,  Barbados on Wednesday,  May 22, 2003 at 11:00 a.m., for the
following purposes:

     1.   To elect three Class I directors of the  Company,  each to serve for a
          three-year  period to expire at the 2006  Annual  General  Meeting  of
          Shareholders or until such  director's  successor shall have been duly
          elected or  appointed  or until such  director's  office is  otherwise
          vacated.

     2.   To appoint  PricewaterhouseCoopers  LLP as the  Company's  independent
          auditors for the year ending December 31, 2003 and authorize the Board
          of Directors of the Company acting by the Audit Committee of the Board
          of Directors to set the fees for the independent auditors.

     3.   To consider and approve the Everest Re Group,  Ltd. 2003  Non-Employee
          Director  Equity  Compensation  Plan as described in the  accompanying
          Proxy Statement.

     4.   To consider and act upon any other  business,  if any, as may properly
          come before the meeting and any and all adjournments thereof.

     The Company's  financial  statements  for the year ended  December 31, 2002
together with the report of the Company's  auditor in respect of these financial
statements,  as approved by the Company's Board of Directors,  will be presented
at this Annual General Meeting.

     Only  shareholders  of record,  as shown by the transfer books (Register of
Members) of the Company, at the close of business on March 27, 2003 are entitled
to notice of, and to vote at, the Annual General Meeting.

     You are cordially  invited to attend the meeting in person.  Whether or not
you expect to attend the  meeting in person,  you are urged to sign and date the
enclosed proxy and return it promptly in the postage prepaid  envelope  provided
for that purpose.



                                          By Order of the Board of Directors
                                          Joseph A. Gervasi, Secretary

April 11, 2003
Hamilton, Bermuda




                             EVEREST RE GROUP, LTD.

                                 PROXY STATEMENT

                                   ----------

                     ANNUAL GENERAL MEETING OF SHAREHOLDERS

                                  MAY 22, 2003

     The  enclosed  Proxy  Card is being  solicited  on  behalf  of the Board of
Directors  (the  "Board")  for  use  at  the  2003  Annual  General  Meeting  of
Shareholders of Everest Re Group, Ltd., a Bermuda company (the "Company"), to be
held on May 22, 2003, and at any adjournment  thereof.  It may be revoked at any
time  before  it is  exercised  by giving a  later-dated  proxy,  notifying  the
Secretary  of the  Company  in  writing at the  Company's  registered  office at
Clarendon  House,  2 Church  Street,  Hamilton HM 11,  Bermuda,  or by voting in
person at the Annual General Meeting.  All shares  represented at the meeting by
properly  executed  proxies will be voted as  specified  and,  unless  otherwise
specified, will be voted: (1) for the election of Martin Abrahams, John R. Dunne
and   John   A.   Weber   as   directors;    (2)   for   the    appointment   of
PricewaterhouseCoopers LLP as independent auditors and for authorizing the Board
of  Directors of the Company  acting by the Audit  Committee of the Board to set
the fees for the independent  auditors;  and (3) for the approval of the Everest
Re Group, Ltd. 2003 Non-Employee Director Equity Compensation Plan.

     Only shareholders of record at the close of business on March 27, 2003 will
be entitled to vote at the meeting. On that date,  51,360,643 Common Shares, par
value $.01 per share ("Common  Shares"),  were  outstanding and entitled to vote
including 452,000 Common Shares held by Everest  Reinsurance  Holdings,  Inc., a
subsidiary of the Company ("Everest Holdings"). Except as may be provided in the
Company's  Bye-Laws,  where voting is by poll,  each Common Share is entitled to
one vote.

     The  election of each nominee for  director,  and the approval of all other
matters to be voted upon at the Annual General Meeting,  require the affirmative
vote of a majority  of the votes cast at the Annual  General  Meeting,  provided
there is a quorum  (consisting of not less than two persons present in person or
by proxy  holding in excess of 50% of the issued and  outstanding  Common Shares
entitled  to attend and vote at the Annual  General  Meeting).  The  Company has
appointed  inspectors  of  election  to count  votes cast in person or by proxy.
Common Shares owned by shareholders who are present in person or by proxy at the
Annual  General  Meeting  but who elect to abstain  from  voting will be counted
towards the presence of a quorum. However, such Common Shares, and Common Shares
owned by shareholders  and not voted in person or by proxy at the Annual General
Meeting (including "broker non-votes"), will not be counted towards the majority
needed to elect a director or approve any other matter  before the  shareholders
and thus will have no effect on the outcome of those votes.

     This Proxy Statement,  the attached Notice of Annual General  Meeting,  the
Annual  Report of the Company for the year ended  December  31, 2002  (including
financial  statements) and the enclosed Proxy Card are first being mailed to the
Company's shareholders on or about April 11, 2003.

     On February 24, 2000,  the Company  became the holding  company for Everest
Holdings and its subsidiaries in connection with a  restructuring.  As a result,
all  references in this document to the Company prior to February 24, 2000 refer
to Everest  Holdings and all  references  to the Common Shares prior to February
24, 2000 refer to the common stock of Everest Holdings.

     All  references in this document to "$" or "dollars" are  references to the
currency of the United States of America.

     The  Company  knows of no specific  matter to be brought  before the Annual
General Meeting that is not referred to in the attached Notice of Annual General
Meeting of Shareholders and this Proxy Statement. If any such matter




comes before the meeting,  including any shareholder proposal properly made, the
proxy  holders will vote proxies in  accordance  with their best  judgment  with
respect to such matters. To be properly made, a shareholder proposal must comply
with the  Company's  Bye-Laws  and,  in order for any matter to come  before the
meeting,  it must relate to matters referred to in the attached Notice of Annual
General Meeting.

                      PROPOSAL NO. 1--ELECTION OF DIRECTORS

     THE BOARD OF DIRECTORS  RECOMMENDS THAT YOU VOTE FOR THE DIRECTOR  NOMINEES
DESCRIBED BELOW.  PROXIES WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY OTHERWISE
IN THEIR PROXIES.

     The  Company's  Bye-Laws  provide for the  division of the Board into three
classes,  with the directors in each class serving for a term of three years. At
the 2003 Annual General Meeting,  three nominees for Class I director  positions
are to be elected to serve until the 2006 Annual General Meeting of Shareholders
or until their  successors  are elected and  qualified or until such  director's
office  is  otherwise  vacated.  None of the  nominees  are  current  or  former
employees of the Company.  Mr.  Abrahams  and Mr.  Dunne are  currently  Class I
directors of the Company.  At its  regularly  scheduled  meeting on February 25,
2003  and  in  accordance  with  the  Company's  Bye-Laws,  as  approved  by the
shareholders  at the  2000  Annual  General  Meeting,  the  Company's  Board  of
Directors  increased the number of Class I director  positions from two to three
and simultaneously  increased the total number of director positions from six to
seven.  These  additions  were  recommended  to the Board by its  Nominating and
Governance Committee,  which is composed entirely of independent  directors.  In
addition,  the Nominating and Governance  Committee  recommended to the Board of
Directors the  nominations of Mr.  Abrahams,  Mr. Dunne and Mr. Weber as Class I
directors  for  the  shareholders'  consideration  at the  2003  Annual  General
Meeting. The Class II director positions will be subject to election at the 2004
Annual  General  Meeting and the Class III directors will be subject to election
at the 2005 Annual General Meeting.

     All  nominees  have  accepted  their  nominations  for the Class I director
positions.  It is not expected that any of the nominees will become  unavailable
for election as a director,  but if any nominee should become  unavailable prior
to the  meeting,  proxies  will be voted for such  persons  as the  Board  shall
recommend,  unless the Board reduces the number of directors accordingly.  There
are no arrangements or understandings  between any director and any other person
pursuant to which such person was selected as a director or nominee.

INFORMATION CONCERNING NOMINEES

     The following information has been furnished by the respective nominees for
election of Class I directors for a term expiring in 2006.

     MARTIN ABRAHAMS,  70, became a Class I director of the Company on March 12,
1996 and served as a director of Everest  Reinsurance  Company,  a wholly  owned
subsidiary of the Company  ("Everest Re"), from March 1996 to February 2000. Mr.
Abrahams,  currently  retired,  served  with the  accounting  firm of  Coopers &
Lybrand L.L.P. from 1957 and was a partner in that firm from 1969 to 1995.

     JOHN R.  DUNNE,  73,  became a Class I director  of the Company on June 10,
1996 and served as a director of Everest Re from June 1996 to February 2000. Mr.
Dunne,  an attorney  and member of the bar of both New York and the  District of
Columbia,  has since 1994 been counsel to the law firm of  Whiteman,  Osterman &
Hanna in Albany,  New York.  Mr.  Dunne was a director  of CGU  Corporation,  an
insurance  holding  company,  from 1993 until 2001. Mr. Dunne was counsel to the
Washington,  D.C. law firm of Bayh, Connaughton & Malone from 1993 to 1994. From
1990 to 1993,  he served as an Assistant  Attorney  General at the United States
Department of Justice.  From 1966 to 1989,  Mr. Dunne served as a New York State
Senator while concurrently practicing law as a partner in New York law firms.

     JOHN A. WEBER,  58, is  nominated  to become a new Class I director.  Since
December  2002,  he has been the  Managing  Partner  of  Copley  Square  Capital
Management,  LLC, a private  partnership and  SEC-registered  investment advisor
which  provides  investment   management  and  strategic  advisory  services  to
institutions.  From 1990 through 2002, Mr. Weber was affiliated  with One Beacon
Insurance  Group LLC (formerly  known as CGU  Corporation)  and its  predecessor
companies.  During that  affiliation,  he became the Managing Director and Chief
Investment Officer of One

                                       2



Beacon  Insurance  Companies and the  President of One Beacon Asset  Management,
Inc. (formerly known as CGU Asset Management, Inc.). From 1988 through 1990, Mr.
Weber was the Chief  Investment  Officer for Provident  Life Accident  Insurance
Company and from 1972 through 1988 was associated with  Connecticut  Mutual Life
Insurance Company ("Connecticut Mutual") and its affiliate,  State House Capital
Management Company ("State House"),  eventually serving as Senior Vice President
of Connecticut Mutual and President of State House.

INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS

     The following information has been furnished by those directors whose terms
of office  will  continue  after the  Annual  General  Meeting  and by the other
executive officers.

     KENNETH J.  DUFFY,  73,  became a Class II director of the Company on March
12,  1996 and  served as a director  of  Everest Re from March 1996 to  February
2000. Mr. Duffy is a retired insurance  executive.  He served with the insurance
holding company, Commercial Union Corporation,  and its parent company, CGU plc,
from 1948 until his  retirement in 1999.  He was  President and Chief  Executive
Officer of  Commercial  Union  Corporation  from January  1985 to January  1995,
Chairman and Chief Executive Officer from January 1993 to January 1995, Chairman
from  January  1995 to October  1998 and Senior  Advisor to CGU plc from October
1998 to December 1999. Until December 1999, he was also a director of Commercial
Union  Canada  Holdings,  Ltd.  and the  President  and a director  of  Curepool
(Bermuda) Ltd. He is also a vice president of the Insurance  Institute of London
and a fellow of the Institute of Risk Management.

     JOSEPH V. TARANTO,  54, a Class II director,  became  Chairman of the Board
and Chief  Executive  Officer of the  Company and Everest Re on October 17, 1994
and  served  as  President  of both  companies  from  December  1994  until  Mr.
Gallagher's  election as President on February 24, 1997. Mr. Taranto also serves
as a director and Chairman and Chief Executive Officer of Everest Holdings, as a
director and Chairman of Everest Reinsurance (Bermuda),  Ltd. ("Bermuda Re") and
as a director  of Everest  Re. Mr.  Taranto  was a  director  and  President  of
Transatlantic  Holdings,  Inc.  and a director and  President  of  Transatlantic
Reinsurance  Company  and  Putnam  Reinsurance  Company  (both  subsidiaries  of
Transatlantic Holdings, Inc.) from 1986 to 1994.

     THOMAS J.  GALLAGHER,  54,  became a Class III  director  of the Company on
March 13, 1996.  Mr.  Gallagher  also serves as a director of Everest Re, having
first  been  elected  to that  position  in 1987.  Elected  President  and Chief
Operating  Officer of both the Company and Everest Re on February 24, 1997,  Mr.
Gallagher had been Executive  Vice  President of both  companies  since December
1995 and a Senior Vice  President  of the  Company  since 1994 and of Everest Re
since 1989. Since joining Everest Re in 1975, he has served as an underwriter in
the  facultative  and treaty  departments,  as vice  president  in charge of the
facultative  department and as vice  president in charge of the treaty  casualty
department.  Mr.  Gallagher also serves as Deputy Chairman of the Company,  as a
director and President of Everest Holdings, as a director and Deputy Chairman of
Bermuda  Re, as a  director  and  Chairman  of  Everest  Global  Services,  Inc.
("Everest  Global"),  as a director and Chairman of Everest  National  Insurance
Company  ("Everest  National"),  as a director and Chairman of Everest Insurance
Company  of  Canada  ("EVCAN"),  as a  director  and  Chairman  of Mt.  McKinley
Insurance  Company  ("Mt.  McKinley"),  as a  director  and  Chairman  and Chief
Executive Officer of Everest Indemnity Insurance Company ("Everest  Indemnity"),
as a director of WorkCare Southeast,  Inc.  ("WorkCare  Southeast") and WorkCare
Southeast of Georgia,  Inc. ("WorkCare  Georgia") and Everest Security Insurance
Company ("Everest Security") (f/k/a Southeastern Security Insurance Company) all
of which are subsidiaries of the Company.

     WILLIAM F. GALTNEY,  JR., 50, became a Class III director of the Company on
March 12,  1996 and  served as a  director  of  Everest  Re from  March  1996 to
February  2000.  Mr.  Galtney is currently  President  of  Gallagher  Healthcare
Insurance Services, Inc. ("GHIS"),  which is a wholly-owned subsidiary of Arthur
J. Gallagher & Co. Mr. Galtney had been the Chairman and Chief Executive Officer
since 1983 of Healthcare Insurance Services, Inc. ("HIS") (predecessor to GHIS),
a managing general and surplus lines agency  previously  indirectly owned by The
Galtney Group,  Inc.  ("GGI").  GGI is a company 45% owned by Mr. Galtney and of
which he is also Chairman and Chief  Executive  Officer.  Mr. Galtney was also a
director of Mutual Risk Management Ltd. until March 2002.

                                       3



     STEPHEN  L.  LIMAURO,  51, is an  Executive  Vice  President  and the Chief
Financial  Officer of the Company.  He served as Comptroller of the Company from
September 25, 1997 until  November 6, 2001. He served as  Comptroller of Everest
Re from  September 25, 1997 until August 29, 2001. He served as Treasurer of the
Company from  November 17, 1999 until  November 6, 2001 and Treasurer of Everest
Re from  November  17,  1999 until  August 6,  2001.  He became  Executive  Vice
President  of the Company  and Everest Re on  September  21,  2000.  He became a
Senior Vice  President of the Company and Everest Re on February  23,  1999.  He
served as Assistant Comptroller of Everest Re from June 20, 1988 until September
25, 1997. From May 1995 until  September 1997, he was Vice President,  Treasurer
and  Assistant  Comptroller  of the  Company.  Mr.  Limauro is also a  director,
Executive Vice President,  and Chief Financial Officer of Everest Re and Everest
Holdings,  a director of Bermuda Re, Everest National and Everest  Indemnity,  a
director and Chairman of Everest Re Advisors,  Ltd.  ("Everest Re Advisors"),  a
Bermuda subsidiary of the Company,  and a director of Everest Advisors (Ireland)
Limited ("Everest Ireland"), an Irish subsidiary of Everest Re Advisors. He also
serves as a  director  and  Treasurer  of EVCAN.  He  serves as a  director  and
Chairman of Everest Re Holdings,  Ltd. ("ERHL"), a subsidiary of Everest Re, and
director  and  President  of Everest  Global and is Chief  Financial  Officer of
WorkCare Southeast and WorkCare Georgia. He is also a director of Bermuda Re and
Everest International Reinsurance,  Ltd. ("Everest International") (f/k/a AFC Re
Ltd.),  which are subsidiaries of the Company.  Mr. Limauro serves as a director
of Mt. McKinley and Everest Security,  which are subsidiaries of the Company. He
also  serves as a trustee  of  Everest  Re  Capital  Trust,  which is a Delaware
statutory trust. Prior to the  restructuring,  he was a director and Chairman of
the Company.

     PETER J. BENNETT,  51, became a Senior Vice President of the Company on May
23,  2000.  He serves as director and Chief  Executive  Officer of Bermuda Re, a
director of ERHL and Everest Re Advisors and is director and Chairman of Everest
International. Mr. Bennett was President of Citadel Group Representatives,  Inc.
and Managing Director of Citadel Group  Representatives,  Limited (both of which
were  representatives of Citadel  Reinsurance Company Limited) from 1985 to 1987
and from 1990 to 2000.

     KEITH T.  SHOEMAKER,  47, became  Comptroller of the Company on November 6,
2001 and became the  Principal  Accounting  Officer  on July 30,  2002.  He also
serves as Vice President and Comptroller of Everest Holdings,  ERHL, Everest Re,
Everest  Global and Mt.  McKinley as well as  Assistant  Comptroller  of Everest
National,  Everest Indemnity,  Everest Security,  WorkCare  Southeast,  WorkCare
Georgia and Mt.  McKinley  Managers,  L.L.C.  ("Mt.  McKinley  Managers") and is
Assistant  Controller of EVCAN.  Mr. Shoemaker was Vice President and Controller
of Selective Insurance Company from 1999 to 2001 and served as Vice President of
the National Council on Compensation Insurance from 1992 to 1999.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

     The Board  conducts its  business  through its meetings and meetings of its
committees. Four meetings of the Board were held in 2002. No director, either in
person or through an alternate  director  appointment as permitted under Bermuda
law, attended fewer than 75% of the aggregate of the total number of meetings of
the Board and the total  number of  meetings of all  committees  of the Board on
which the director served. The Board currently  maintains Audit,  Nominating and
Governance and Compensation Committees.

     AUDIT COMMITTEE

     The principal  purpose of the Company's  Audit  Committee is to oversee the
integrity of the Company's  financial  statements  and the Company's  compliance
with legal and regulatory  requirements,  to oversee the independent auditor, to
evaluate  the  independent  auditor's  qualifications  and  independence  and to
oversee the  performance  of the Company's  internal audit  function.  The Audit
Committee meets separately and together with the Company's management,  director
of internal audit and the independent  auditors to review the Company's internal
controls and financial statements, audit findings and significant accounting and
reporting  issues.  The Board has adopted a Charter for the Audit  Committee and
intends to revise that Charter as necessary to comply with all applicable laws.

                                       4



     The members of the Audit  Committee  are Mr.  Abrahams,  Mr.  Duffy and Mr.
Dunne,  none of whom are current or former  employees or officers of the Company
and all of whom meet the  independence  standards of the New York Stock Exchange
("NYSE"). At least one of the members qualifies as an "audit committee financial
expert" as defined by the SEC under  Section  407 of the  Sarbanes-Oxley  Act of
2002 (the  "Sarbanes-Oxley  Act").  Mr.  Dunne  serves as  Chairman of the Audit
Committee. The Audit Committee held four meetings in 2002.

     COMPENSATION COMMITTEE

     The  Compensation   Committee  exercises  authority  with  respect  to  all
compensation  and benefits  afforded  all officers at the Senior Vice  President
level and above, the Designated  Executive Officers (as defined herein), and the
Company's Chief Financial  Officer,  Comptroller,  Treasurer and Secretary.  The
Compensation  Committee  also  has  oversight  responsibilities  for  all of the
Company's   broad-based    compensation   and   benefit   programs,    including
administration  of the Company's Annual Incentive Plan, the 1995 Stock Incentive
Plan,  the 2002  Stock  Incentive  Plan  and the  Executive  Performance  Annual
Incentive  Plan. The  Compensation  Committee  adopted a Charter on November 21,
2002.

     The current members of the  Compensation  Committee are Mr.  Abrahams,  Mr.
Duffy and Mr. Dunne, none of whom are current or former employees or officers of
the Company.  Mr. Duffy serves as Chairman of the  Compensation  Committee.  The
Compensation Committee held four meetings in 2002.

     NOMINATING AND GOVERNANCE COMMITTEE

     The  Nominating and  Governance  Committee was  established by the Board on
November 21, 2002 with  authority and  responsibility  to identify and recommend
qualified individuals to be nominated as directors of the Company and to develop
and recommend to the Board the Corporate Governance Guidelines applicable to the
Company.  The Nominating and Governance  Committee will consider a shareholder's
nominee for director who is proposed in accordance with the procedures set forth
in the  Company's  Bye-Laws.  The  Bye-Laws  require  that  written  notice of a
shareholder's  intent  to make  such a  nomination  at the 2004  Annual  General
Meeting of Shareholders must be received by the Secretary of the Company between
November 13, 2003 and December 13, 2003.  The current  members of the Nominating
and Governance Committee are Mr. Abrahams, Mr. Duffy and Mr. Dunne, none of whom
are  current or former  employees  or  officers  of the  Company.  Mr.  Abrahams
currently  serves as Chairman of the Nominating and  Governance  Committee.  The
Nominating and Governance Committee held no meetings in 2002.

                                       5



COMMON SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth the beneficial ownership of Common Shares as
of March 27, 2003 by the  directors of the Company and the nominee to the Board,
by the Designated  Executive  Officers listed in the Summary  Compensation Table
and  by  all  directors  and  executive  officers  of the  Company  as a  group.
Information  in this  table  was  furnished  to the  Company  by the  respective
directors and Designated  Executive  Officers.  Unless otherwise  indicated in a
footnote,  each person listed in the table  possesses sole voting power and sole
dispositive power with respect to the shares shown in the table as owned by that
person.

                                                AMOUNT AND NATURE OF  PERCENT OF
         NAME OF BENEFICIAL OWNER               BENEFICIAL OWNERSHIP  CLASS (11)
         -----------------------                --------------------  ----------
         Martin Abrahams ......................       26,385(1)           *
         Kenneth J. Duffy .....................       25,685(2)           *
         John R. Dunne ........................       25,505(3)           *
         Thomas J. Gallagher ..................      172,527(4)           *
         William F. Galtney, Jr. ..............      166,785(5)           *
         Joseph V. Taranto ....................      739,142(6)          1.44
         John A. Weber ........................            0              *
         Stephen L. Limauro ...................       35,805(7)           *
         Keith T. Shoemaker ...................        1,000(8)           *
         Peter J. Bennett .....................       13,000(9)           *
         All directors and executive
         officers  as a group (10 persons) ....    1,205,834(10)         2.35

----------

* Less than 1%

(1)  Includes  19,556  shares  issuable  upon  the  exercise  of  stock  options
     exercisable  within 60 days of March 27, 2003 and 6,829  shares held in the
     Martin Abrahams Revocable Trust.

(2)  Includes  19,556  shares  issuable  upon  the  exercise  of  stock  options
     exercisable within 60 days of March 27, 2003.

(3)  Includes  19,376  shares  issuable  upon  the  exercise  of  stock  options
     exercisable within 60 days of March 27, 2003.

(4)  Includes  162,900  shares  issuable  upon the  exercise  of  stock  options
     exercisable within 60 days of March 27, 2003.

(5)  Includes 141,600 shares owned by Galtney Family Investors,  Ltd., a limited
     partnership in which Mr. Galtney  maintains a beneficial  ownership and for
     which he  serves  as the  General  Partner.  Also  includes  19,556  shares
     issuable upon the exercise of stock options  exercisable  within 60 days of
     March 27, 2003.

(6)  Includes  449,000  shares  issuable  upon the  exercise  of  stock  options
     exercisable  within  60 days of March 27,  2003.  Excludes  452,000  Common
     Shares  held by  Everest  Holdings  over which Mr.  Taranto  has voting and
     dispositive power. Mr. Taranto disclaims beneficial ownership of the Common
     Shares held by Everest Holdings.

(7)  Includes  1,800 shares of restricted  stock issued to Mr. Limauro under the
     Company's 1995 Stock Incentive  Plan,  which may not be sold or transferred
     until the vesting  requirements  have been satisfied.  Also includes 32,600
     shares  issuable upon the exercise of stock options  exercisable  within 60
     days of March 27, 2003.

(8)  Includes  1,000  shares   issuable  upon  the  exercise  of  stock  options
     exercisable within 60 days of March 27, 2003

(9)  Includes  13,000  shares  issuable  upon  the  exercise  of  stock  options
     exercisable within 60 days of March 27, 2003.

(10) Includes  736,544  shares  issuable  upon the  exercise  of  stock  options
     exercisable within 60 days of March 27, 2003.

(11) Based on 51,360,643 total Common Shares outstanding and entitled to vote as
     of March 27, 2003.

                                       6



PRINCIPAL HOLDERS OF COMMON SHARES

     To the best of the Company's  knowledge,  the only beneficial owner of more
than 5% of the  outstanding  Common  Shares as of December 31, 2002 is set forth
below. This table is based on information  provided in a Schedule 13G filed with
the SEC by the party listed in the table.

                                                   NUMBER OF SHARES   PERCENT OF
         NAME AND ADDRESS OF BENEFICIAL OWNER     BENEFICIALLY OWNED     CLASS
         ----------------------------------       ------------------  ---------
         FMR Corp.                                  5,159,750 (1)       10.142%
         82 Devonshire Street
         Boston , Massachusetts 02109

----------
(1)  FMR Corp.  reports in its  Schedule  13G that it has sole voting power with
     respect to 230,950 Common Shares and sole dispositive power with respect to
     5,159,750 Common Shares.

DIRECTORS' COMPENSATION

     Each member of the Board who is not otherwise  affiliated  with the Company
as an employee and/or officer (each, a "Non-Employee  Director") was compensated
in 2002 for services as a director  and was also  reimbursed  for  out-of-pocket
expenses associated with each meeting attended. The annual compensation for 2002
of the  Non-Employee  Directors  consisted of cash and stock having an aggregate
value  of  $50,000.  This  compensation  was  paid in four  installments:  three
issuances of Common Shares that were not under any shareholder-approved plan and
one cash payment.  The three stock issuances to each Non-Employee  Director were
in respect of services  provided during the fourth quarter of 2001 and the first
and second  quarters of 2002.  The cash payment of $12,500 to each  Non-Employee
Director  was in respect of  services  rendered  for the third  quarter of 2002.
Following the issuance by the NYSE of its Corporate  Governance  Rule  Proposals
submitted to the SEC on August 16, 2002, the Company ceased making  equity-based
compensation payments to the Non-Employee  Directors and has made all subsequent
compensation  payments to Non-Employee  Directors in cash. In the event the 2003
Non-Employee  Director Equity  Compensation Plan (the "Plan") is approved by the
shareholders  at the 2003 Annual General  Meeting (see Proposal  Number 3 below,
"Approval  of  Everest  Re  Group,  Ltd.  2003   Non-Employee   Director  Equity
Compensation Plan"), the Non-Employee  Directors may elect to receive their cash
compensation in the form of stock in the amount as determined under the Plan.

     Compensating the  Non-Employee  Directors with Common Shares is intended to
align their  interests  with those of the Company's  shareholders.  The value of
Common  Shares  issued is  calculated  based on the  average of the  highest and
lowest sale prices of the Common Shares on each  installment date or, if no sale
is reported for that day, the next  preceding  day for which there is a reported
sale.  In 2002,  each of the  Non-Employee  Directors  was issued a total of 562
shares as  compensation  for his services as a director in accordance  with this
procedure.  As  of  January  1,  2003,  the  value  of  those  shares  for  each
Non-Employee  director was $31,079 based upon the NYSE closing price of a Common
Share on December 31, 2002 of $55.30.

     The Company adopted the 1995 Stock Option Plan for  Non-Employee  Directors
(the "Directors' Plan"),  which is designed to maintain the Company's ability to
attract and retain the  services of  experienced  and highly  qualified  outside
directors  and to  create  in those  directors  a  proprietary  interest  in the
Company's continued success. Each of the Non-Employee  Directors on the Board is
awarded  options  to  purchase  that  number of Common  Shares  equal to $50,000
divided by the fair market  value of such shares as of the date he is  initially
appointed to the Board,  with an exercise price equal to that fair market value.
As defined in the  Directors'  Plan,  the fair  market  value is  determined  by
averaging the highest and lowest trading prices of the Common Shares on the date
of  the  option  award.   This  Directors'  Plan,  which  was  approved  by  the
shareholders  on May 23, 1996,  will remain in effect  regardless of whether the
shareholders  approve  the 2003  Non-Employee  Director  Plan at the 2003 Annual
General Meeting.

     Upon  their  initial  appointment  to the  Board on  March  12,  1996,  Mr.
Abrahams,  Mr. Duffy and Mr. Galtney were each granted options to purchase 2,216
Common  Shares at an  exercise  price of  $22.5625  per share.  Upon his initial
appointment  to the Board on June 10,  1996,  Mr.  Dunne was granted  options to
purchase 2,036 Common Shares at an exercise price of $24.5625 per share.  In the
event that he is elected a Class I Director at the 2003 Annual  General  Meeting
of  Shareholders,  in accordance  with the  Directors'  Plan,  Mr. Weber will be
granted  the number of options  whose  total  fair  market  value on the date of
election will equal $50,000.

                                       7



COMPENSATION OF EXECUTIVE OFFICERS

     SUMMARY COMPENSATION TABLE

     The following  table sets forth  compensation  paid or accrued for the last
three fiscal years with respect to the Company's Chief Executive Officer and the
four  other most  highly  compensated  executive  officers  who were  serving as
executive   officers  as  of  December  31,  2002  (the  "Designated   Executive
Officers"),   for  services   rendered  by  them  to  the  Company  and  to  its
subsidiaries.

                           SUMMARY COMPENSATION TABLE


                                                                                 LONG-TERM COMPENSATION
                                       ANNUAL COMPENSATION                               AWARDS
                                     -----------------------                   --------------------------
                                                                                 RESTRICTED    SECURITIES    ALL OTHER
                                                               OTHER ANNUAL         STOCK      UNDERLYING  COMPENSATION
NAME AND PRINCIPAL POSITION  YEAR    SALARY($)  BONUS ($)(2)  COMPENSATION(3)  AWARD(S)($)(4)  OPTIONS(#)      ($)(5)
---------------------------  ----    ---------  ------------  ---------------  --------------  ----------  ------------
                                                                                         
Joseph V. Taranto            2002   $1,000,000   $1,600,000         --               --          100,000      $31,158
  Chairman of the Board      2001    1,000,000    1,400,000         --               --          200,000       31,050
  and Chief Executive        2000    1,000,000    1,400,000         --               --          100,000       31,050
  Officer

Thomas J. Gallagher          2002      423,012      400,000         --               --           16,500       13,848
  President and Chief        2001      415,385      365,000         --               --           33,000       13,512
  Operating Officer          2000      377,308      350,000         --               --           33,000       12,369

Stephen L. Limauro           2002      254,462      250,000         --               --           25,000        8,686
  Executive Vice President   2001      241,539      200,000         --               --           12,000        8,259
  and Chief                  2000      202,377      175,000         --            $141,750        10,000        6,917
  Financial Officer

Keith T. Shoemaker (1)       2002      166,154       50,000         --               --            5,000        2,514
  Comptroller and            2001       55,385       25,000         --               --            5,000          221
  Principal Accounting       2000           --           --         --               --               --           --
  Officer

Peter J. Bennett             2002      268,577      100,000       78,120             --               --       15,021
  Senior Vice President of   2001      259,615       80,000       70,859             --            5,000       14,481
  Everest Re Group, Ltd.     2000      152,885      100,000       55,223             --           20,000        5,663
  and Managing Director
  and Chief Executive
  Officer of Bermuda Re


----------
(1)  Mr. Shoemaker commenced  employment with the Company on August 27, 2001. He
     became Principal Accounting Officer on July 30, 2002.

(2)  Represents   compensation  earned  by  the  Designated  Executive  Officers
     pursuant to the Company's  Annual Incentive Plan. The amounts shown for Mr.
     Taranto were awarded pursuant to the Executive Performance Annual Incentive
     Plan.

(3)  The  amounts  reported  for 2002  and 2001  include  $60,000  and  $55,000,
     respectively,  as  housing  allowance  under  the  terms  of Mr.  Bennett's
     employment agreement and $18,120 and $15,859,  respectively,  in payment of
     taxes. The amount reported for 2000 includes $40,000 paid to Mr. Bennett as
     a  housing   allowance,   $14,222   in  payment  of  taxes  and  $1,001  in
     reimbursement  of  expenses  incurred  by him to move  household  items  to
     Bermuda.

                                       8



(4)  The amount  reported  represents the value of the Common Shares  underlying
     the restricted stock at the date of grant,  without taking into account any
     diminution in value  attributable  to the  restrictions  on such stock.  An
     award of 3,000  shares  of  restricted  stock  was made to Mr.  Limauro  on
     September 21, 2000. The closing price of a Common Share on the NYSE on that
     date was $47.25.  This restricted  stock award vests at the rate of 20% per
     year over a five-year  period.  As of December 31, 2002,  Mr.  Limauro held
     1,800  restricted  Common Shares valued at $99,540,  based on $55.30 as the
     closing price of a Common Share on the NYSE on December 31, 2002. Dividends
     are paid  quarterly on these  restricted  Common Shares at the same rate as
     dividends are paid on Common Shares held by public shareholders.

(5)  The amount  reported for 2002  represents:  (i) the following term life and
     accidental death and dismemberment  insurance  premiums paid by the Company
     on behalf of the Designated Executive Officers: (a) Mr. Taranto-$1,158, (b)
     Mr.  Gallagher-$1,158,  (c) Mr. Limauro-$1,152,  (d) Mr. Shoemaker-$769 and
     (e) Mr.  Bennett-$1,592;  (ii)  the  following  employer  contributions  to
     qualified   and    non-qualified    employee   savings   plans:   (a)   Mr.
     Taranto-$30,000, (b) Mr. Gallagher-$12,690, (c) Mr. Limauro-$7,534, (d) Mr.
     Shoemaker-$1,745;  and  (iii)  the  following  employer  contribution  to a
     qualified savings plan: Mr. Bennett-$13,429. STOCK OPTION GRANTS

     The following table sets forth certain information concerning stock options
granted  under the  Company's  2002  Stock  Incentive  Plan  during  2002 to the
Designated Executive Officers.

                     OPTIONS/SAR GRANTS IN LAST FISCAL YEAR



                                                             INDIVIDUAL GRANTS
                                ----------------------------------------------------------------------------
                                   NUMBER OF      % OF TOTAL
                                  SECURITIES     OPTIONS/SARS
                                  UNDERLYING      GRANTED TO     EXERCISE OR                    GRANT DATE
                                 OPTIONS/SARS    EMPLOYEES IN    BASE PRICE     EXPIRATION     PRESENT VALUE
             NAME               GRANTED (#)(1)  FISCAL YEAR(2)     ($/SH)        DATE (3)         ($)(4)
            -------             --------------  --------------   -----------    ----------     -------------
                                                                                 
Joseph V. Taranto ............      100,000         20.96%         $55.595       09/26/12       $2,057,840
Thomas J. Gallagher ..........       16,500          3.46           55.595       09/26/12          339,544
Stephen L. Limauro ...........       25,000          5.24           55.595       09/26/12          514,460
Keith T. Shoemaker ...........        5,000          1.05           55.595       09/26/12          102,892
Peter J. Bennett .............           --            --              --              --               --


----------

(1)  Represents   non-qualified  stock  options  granted  to  Mr.  Taranto,  Mr.
     Gallagher,  Mr.  Limauro and Mr.  Shoemaker on September  26, 2002,  all of
     which become  exercisable in 20% installments each year commencing with the
     first anniversary of the grant date, as long as employment with the Company
     or its  subsidiaries  continues.  These stock  options were granted with an
     exercise  price equal to 100% of the fair market value of a Common Share on
     the date of grant. No SARs were granted in 2002.

(2)  Based upon 477,000  non-qualified stock options granted to all employees in
     2002.

(3)  Exercisable  options expire unless  exercised  within three years following
     termination of employment due to retirement,  disability or death or within
     three months  following  termination  of employment  due to  resignation or
     dismissal. Generally, if employment terminates because of death, retirement
     upon  attaining  age 65 or because  of  disability,  unexercisable  options
     become immediately  exercisable until the earlier of: (a) three years after
     death or such termination; or (b) ten years from the date of grant.

(4)  The grant date  present  value of each option  grant is estimated as of the
     date of grant using the  Black-Scholes  option pricing  model,  modified to
     include   dividends,   with  the   following   assumptions:   (a)  Expected
     Volatility--The   annualized   standard   deviation  of  the   continuously
     compounded  rate of return on the  underlying  stock,  based on the closing
     price  observations  for the  twelve-month  period ended December 31, 2002,
     which was 29.326499%.

                                       9



     (b) Risk Free Rate of Return--The rate available,  on the date of grant, on
     zero-coupon U.S.  government issues with a remaining term comparable to the
     expected life of the options as reported  over the Bloomberg  wire service,
     which was 3.34%.

     (c)  Dividend   Yield--The  yield  calculated  by  dividing  the  estimated
     annualized  dividend  rate of the  Common  Shares in the amount of $.28 per
     share by the weighted average fair market value of the stock on the date of
     grant, which resulted in an assumed dividend yield of 0.57%.

     (d)  Expected  Life--The  average  length of time before  assumed  exercise
     reflecting vesting  provisions and maximum exercise period,  which was 7.29
     years.

STOCK OPTION EXERCISES AND OPTION VALUES

     The following  table sets forth certain  information  concerning the number
and value of unexercised stock options at the end of 2002 held by the Designated
Executive Officers.

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES



                                                        NUMBER OF SECURITIES
                                                       UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                           SHARES                           OPTIONS/SARS            IN-THE-MONEY OPTIONS/SARS
                         ACQUIRED ON      VALUE             AT FY-END(#)                AT FY-END ($)(1)
NAME                     EXERCISE(#)   REALIZED($)    EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
----                     -----------   -----------    -----------   -------------  -----------   -------------
                                                                                 
Joseph V. Taranto            0             0            373,000        382,000      $7,076,060     $3,045,062
Thomas J. Gallagher          0             0            150,300         80,200       3,930,540      1,146,343
Stephen L. Limauro           0             0             29,000         45,000         686,649        339,554
Keith T. Shoemaker           0             0              1,000          9,000           6,760         27,040
Peter J. Bennett             0             0              9,000         16,000         170,920        273,280


----------
(1)  Based on the year-end fair market value of Common  Shares of $54.77,  which
     is calculated by averaging the high and low trading  prices on December 31,
     2002 on the NYSE. The value of the options is computed by  subtracting  the
     exercise   prices  of  the  options  from  their  fair  market  values  and
     multiplying  the difference by the number of shares  underlying the options
     at the applicable exercise prices.

COMPENSATION COMMITTEE REPORT

  I. Executive Compensation Policy

     OVERVIEW. The Company's executive compensation program in 2002 was designed
to attract,  retain and motivate highly talented individuals whose abilities are
critical to the  success of the  Company.  Compensation  policies  that  attract
personnel of this caliber are particularly important for a relatively new public
entity like the Company.  The  Company's  compensation  program is guided by the
following fundamental principles:

     o  Compensation  of  executive  officers  is  based  on  the  level  of job
        responsibility,  the  performance of the Company and the  performance of
        the individual.

     o  Total   compensation   levels  are  designed  to  be  competitive   with
        compensation paid by organizations of similar stature.

     o  Compensation  should align the interests of the executive  officers with
        those of the  Company's  shareholders  by basing a  significant  part of
        total compensation on the long-term performance of the Common Shares.

     The  Company's  executive   compensation   program  in  2002  achieved  the
objectives  described  above and was a  significant  factor in  attaining a high
level of corporate  performance and increased  shareholder  value throughout the
year.

     In  establishing   executive   compensation,   the  various  components  of
compensation  are  considered  collectively  in order  to  properly  assess  the
appropriateness  of the  Company's  program  relative to the  attainment  of its
objectives. The

                                       10



     Company's executive  compensation program consists of two key elements: (i)
an annual  component  consisting  of base  salary  and  annual  bonus and (ii) a
long-term  component  which may  consist of stock  options,  stock  appreciation
rights, restricted stock and stock awards.

     The Compensation  Committee reviewed a variety of factors of historical and
projected  Company  performance in determining  executive  compensation.  In the
course of this review,  the  Compensation  Committee  considered  the  Company's
long-term  compensation  goals,  the  Company's  financial  performance  and the
compensation  practices  of  other  reinsurers  through  a  review  of  publicly
available  information.  In reviewing these factors, the Compensation  Committee
was able to assess the overall  performance of the Company and its prospects for
the future to establish an acceptable range for executive compensation.

  II. Components Of Executive Compensation

     A. ANNUAL COMPENSATION

     In  2002,  annual  compensation  for  executive  officers  of  the  Company
consisted  of two  components-base  salary and a cash  payment  under either the
Company's  Executive  Performance  Annual  Incentive  Plan  (in the  case of Mr.
Taranto)  or the  Company's  Annual  Incentive  Plan (in the  case of the  other
executive officers). The base salary for Mr. Taranto was subject to the terms of
his  current  employment  agreement  (see  "Employment  and  Change  of  Control
Agreements--Mr.  Taranto"  below).  The base  salaries  for the other  executive
officers were determined by the  Compensation  Committee based on each executive
officer's  performance and, as previously  discussed,  the Company's performance
and  the   range  of   compensation   of   executive   officers   with   similar
responsibilities in comparable companies.

     Annual bonuses paid to executive  officers under the Annual  Incentive Plan
and the Executive Performance Annual Incentive Plan are a significant element of
the executive compensation program. Under the Annual Incentive Plan, the Company
may make cash payments each year to employees who hold  positions of significant
responsibility  and/or  whose  performance  or  potential  contribution,  in the
judgment  of the  Compensation  Committee,  will  contribute  materially  to the
success of the Company  and/or its  subsidiaries.  The Annual  Incentive Plan is
designed   to  provide   incentive   to  those   employees,   to  reward   their
accomplishments,  to motivate future  accomplishments,  and to aid in attracting
and retaining  employees of the caliber  necessary for the continued  success of
the Company. The Compensation  Committee has discretion to determine the amounts
of individual  awards under the Annual Incentive Plan based on such criteria and
factors as the  Compensation  Committee in its sole discretion may determine and
after  considering  recommendations  made by the Chief Executive  Officer of the
Company.  The aggregate  amount available for all awards each year is determined
annually by the Compensation  Committee based upon performance goals established
by the  Compensation  Committee.  The  determination  of  individual  awards  is
subjective  in  nature  and  is  influenced  by  the  Compensation   Committee's
perception of the  importance of an  individual's  contributions  to the overall
success of the Company.  To evaluate  corporate  performance,  the  Compensation
Committee  considered  the  following  factors  related  to the  Company's  2002
financial  results:  after-tax  operating income,  return on equity and earnings
growth.

     The  Compensation  Committee has arrived at total  compensation for each of
the  Designated  Executive  Officers  that it  believes  is  appropriate  to the
Company's performance and their individual contributions.

     The  Executive  Performance  Annual  Incentive  Plan  was  approved  by the
Company's  shareholders  on May 20, 1999. Each year the  Compensation  Committee
selects  executive  officers  of the Company  and its  subsidiaries  who will be
eligible that year to participate in the Executive  Performance Annual Incentive
Plan.  Currently,  only Mr. Taranto,  the Company's Chairman and Chief Executive
Officer,  is a participant (see "Chief Executive Officer  Compensation"  below).
Each  year,  the  Compensation   Committee   establishes  in  writing  objective
performance  goals for each participant,  which, if attained,  will entitle such
participant  to specific  award  amounts that will be paid to each  participant.
Each participant's  performance is measured by any of the following  performance
criteria:  net income  before or after taxes,  operating  income before or after
taxes,  premiums earned,  earnings per share,  return on  shareholders'  equity,
return on assets,  appreciation in and/or maintenance of the price of the Common
Shares or any other publicly traded securities of the Company,  comparisons with
various stock market indices,  market share,  statutory combined ratio,  expense
ratio,  reductions in costs and expense growth,  or gross or net premium growth.
The Compensation Commit-

                                       11



tee establishes an objective  method by which award amounts are calculated under
the plan.  The maximum  award amount any one  participant  may be awarded in one
year is $2 million.  The Compensation  Committee,  in its sole  discretion,  may
eliminate or reduce but not increase any award determination.  The plan provides
that the total amount of awards granted to all  participants in any one year may
not exceed 10% of the  Company's  average  annual  income  before  taxes for the
preceding five years.

     B. LONG-TERM COMPENSATION

     In 2002, the Company's  long-term  incentive program for executive officers
was  implemented by means of the 2002 Stock  Incentive  Plan.  Awards under this
plan are intended to reinforce  management's  long-term perspective on corporate
performance  and  provide an  incentive  for key  executives  to remain with the
Company for the long-term.

     Awards under the 2002 Stock Incentive Plan are a significant element of the
Company's  executive  compensation  program.  Compensation  derived  from  share
ownership  provides a strong incentive to increase  shareholder value, since the
value of this  compensation  is determined by changes in the price of the Common
Shares over the term of each award.  Awards under the 2002 Stock  Incentive Plan
may take the form of stock options, stock appreciation rights,  restricted stock
or stock  awards.  Stock  options,  the  principal  form of long-term  incentive
compensation  under the 2002 Stock Incentive Plan,  encourage  retention because
they carry a  five-year  vesting  period and, if not  exercised,  are  generally
forfeited if the employee  leaves the Company  before  retirement.  In addition,
stock  options,  granted at the fair market  value on the date of grant and with
terms not to exceed 10 years,  are designed to keep management and  professional
employees  oriented to growth over the  long-term  and not simply to  short-term
profits.  Awards are granted  subjectively at the discretion of the Compensation
Committee  based on a variety of factors,  including a recipient's  demonstrated
past  and  expected  future  performances  as well  as a  recipient's  level  of
responsibility  with the Company  and his or her  ability to affect  shareholder
value.

     Since the institution of the 1995 Stock Incentive Plan and through December
31, 2002, the Compensation  Committee has granted employees 2,880,700 options to
purchase  Common  Shares  under the 1995  Stock  Incentive  Plan.  In 2002,  the
Compensation  Committee  granted  475,000 options to purchase Common Stock under
the 2002 Stock  Incentive  Plan,  which was approved by the  shareholders at the
2002  Annual  General  Meeting.  Awards  granted  to  the  Company's  Designated
Executive  Officers during 2002 are summarized under the captions  "Options/SARs
Grants in Last  Fiscal  Year"  and  "Summary  Compensation  Table"  above.  When
granting these awards, the Compensation Committee took into account prior grants
to these individuals under the 1995 Stock Incentive Plan and determined that the
2002 grants were appropriate and in the best interests of the Company.

     The  Company  does not have a  long-term  cash  bonus  plan in  effect  and
currently  intends to rely on the 2002 Stock Incentive Plan as the sole means of
long-term  compensation,  believing  compensation in the form of share ownership
increases  long-term value for the shareholders  while  compensating  individual
employees for superior performance.

  III. Deductibility Cap On Executive Compensation

     Section 162(m) of the U.S.  Internal  Revenue Code of 1986, as amended (the
"Code"),  limits the ability of a publicly-held  company to take a tax deduction
for  annual  compensation  in excess of $1 million  paid to its chief  executive
officer  or to any of its  four  other  most  highly  paid  executive  officers.
However,   compensation   is  exempt  from  this  limit  if  it   qualifies   as
"performance-based  compensation."  To preserve this deduction,  the Company has
designed its incentive plans to constitute "performance-based  compensation" and
not be counted toward the $1 million limit.  However,  the 2002 Stock  Incentive
Plan does allow for the Compensation Committee, in its sole discretion, to grant
awards under the plans which do not constitute "performance-based compensation."
In the  event  that  certain  awards  are  granted  which  are not  intended  to
constitute  "performance-based  compensation," the awards will not be subject to
the  share  limitations   applicable  to  a  single  individual.   Although  the
Compensation  Committee  will consider  deductibility  under section 162(m) with
respect to the compensation  arrangements for executive officers,  deductibility
will not be the sole factor used in determining appropriate levels or methods of
compensation.  Since Company  objectives  may not always be consistent  with the
requirements for full deductibility, the Company and

                                       12



the subsidiaries may enter into compensation  arrangements  under which payments
would not be deductible under section 162(m).

  IV. Chief Executive Officer Compensation

     In  2002,  Mr.  Taranto's  compensation  was  based  on  the  terms  of his
Employment Agreement with the Company and Everest Re (see "Employment and Change
of Control  Agreements--Mr.  Taranto"  below) and  consisted  of base salary and
non-qualified  stock  options  as set forth in that  section.  The  Compensation
Committee  also  approved a  $1,600,000  cash payment to Mr.  Taranto  under the
Executive  Performance  Annual Incentive Plan for fiscal year 2002 (see "Summary
Compensation Table" and "Annual  Compensation"  above).  This  performance-based
award was calculated as a function of the Company's  actual  operating  earnings
per share in 2002 in accordance  with a formula  previously  established  by the
Compensation Committee.

     Kenneth J. Duffy             John R. Dunne             Martin Abrahams

     AUDIT COMMITTEE REPORT

     The Audit Committee has reviewed and discussed with  management,  which has
primary  responsibility for the financial  statements,  and with Pricewaterhouse
Coopers LLP, the Company's independent auditor, the audited financial statements
for the year ended December 31, 2002 (the "Audited  Financial  Statements").  In
addition, the Audit Committee has discussed with PricewaterhouseCoopers LLP, the
matters required to be discussed by Statement on Auditing  Standards No. 61. The
Audit  Committee  also has  discussed  with  management  of the Company and with
PricewaterhouseCoopers  LLP such other matters and received such assurances from
them as the Committee deemed appropriate.

     The Audit  Committee  has received the written  disclosures  and the letter
from   PricewaterhouseCoopers  LLP  required  by  Independence  Standards  Board
Standard No. 1, and has  discussed  with that firm its  independence.  The Audit
Committee has considered whether the performance by  PricewaterhouseCoopers  LLP
of the non-audit services disclosed under "Financial  Information Systems Design
and  Implementation  Fees" and "All Other Fees" is compatible  with  maintaining
their independence.

     Based on the foregoing  review and  discussions  and relying  thereon,  the
Audit  Committee  has  recommended  to the  Company's  Board  of  Directors  the
inclusion of the Audited Financial  Statements in the Company's Annual Report on
Form 10-K for the year ended December 31, 2002.

     The  fees  billed  to the  Company  by  PricewaterhouseCoopers  LLP and its
     worldwide affiliates in 2002 are as follows:

     Audit Fees: The aggregate fees billed for professional services rendered by
     the  independent   auditors  for  the  audit  of  the  Company's  financial
     statements as of and for the year ended December 31, 2002 and the review of
     the financial  statements  included in the Company's  Quarterly  Reports on
     Form 10-Q for the year were $1,120,818.

     Financial Information Systems Design and Implementation Fees: The aggregate
     fees billed for financial  information  systems  design and  implementation
     rendered by the independent auditors during 2002 were $0.

     All Other  Fees:  The  aggregate  fees billed by the  independent  auditors
     during 2002 for non-audit and non-information systems related services were
     $525,076,  of which $291,944 was attributable to tax compliance and none of
     which was attributable to tax preparation.

     PricewaterhouseCoopers  LLP used no leased employees on the Company's audit
engagement.

     Martin Abrahams           Kenneth J. Duffy             John R. Dunne

                                       13



PERFORMANCE GRAPH

     The following  Performance  Graph  compares  cumulative  total  shareholder
returns on the Common Shares  (assuming  reinvestment of dividends) from October
3, 1995  (when the  Company's  shares  were  first  listed on the NYSE)  through
December 31, 2002, with the cumulative total return of the Standard & Poor's 500
Index and the Standard & Poor's Insurance (Property and Casualty) Index.

                COMPARISON OF 87 MONTH CUMULATIVE TOTAL RETURN*
                AMONG EVEREST RE GROUP, LTD., THE S&P 500 INDEX
                AND THE S&P PROPERTY & CASUALTY INSURANCE INDEX

                              [LINE CHART OMITTED]



                                                         Cumulative Total Return*
                                   --------------------------------------------------------------------
                                   10/03/1995  12/95  12/96   12/97  12/98  12/99   12/00  12/01  12/02
                                                                        
EVEREST RE GROUP, LTD.                 100      119    147     213    202    117     376    373    293
S&P 500                                100      106    130     174    224    271     246    217    169
S&P INSURANCE (PROPERTY-CASUALTY)      100      106    129     188    176    131     204    188    167


* $100 INVESTED ON 10/3/95 IN STOCK OR ON 9/30/95
  IN INDEX -- INCLUDING REINVESTMENT OF DIVIDENDS.
  FISCAL YEAR ENDING DECEMBER 31.

                                       14



RETIREMENT PLAN

     All the  executive  officers  of the  Company,  with the  exception  of Mr.
Bennett,  participate in the Everest  Reinsurance  Company  Retirement Plan (the
"Retirement  Plan") and in the Supplemental  Retirement Plan (the  "Supplemental
Plan"),  both of which are  defined  benefit  pension  plans.  As an employee of
Bermuda Re, Mr. Bennett is not eligible to  participate  in the Retirement  Plan
and  Bermuda  Re does not  maintain  a  defined  benefit  retirement  plan.  The
Retirement Plan is a tax-qualified plan that determines benefits under a formula
that takes into account a  participant's  years of continuous  service and final
average  earnings with Everest Re and certain  affiliates,  including during the
period  of  affiliation  with  the  Prudential   Insurance  Company  of  America
("Prudential").  The  Supplemental  Plan is a  non-qualified  plan that provides
benefits that would  otherwise be provided under the Retirement Plan formula but
for the application of certain  limitations on tax-qualified  benefits under the
Code.  The  Retirement  Plan  and  the  Supplemental  Plan  are  similar  to the
tax-qualified  and  supplemental  pension  plans  of  Prudential  in  which  the
executive   officers  and  other   employees  of  the  Company  and  Everest  Re
participated prior to the Company's initial public offering. The following table
shows the estimated annual pension benefits payable at normal  retirement age to
a participant  under the Retirement Plan and the  Supplemental  Plan who attains
the earnings and service classifications indicated under the plans.

FINAL AVERAGE EARNINGS                             YEARS OF CONTINUOUS SERVICE
----------------------                           -------------------------------


                          5           10            15           20            25             30              35
                      --------     --------     --------     ---------     ----------     ----------     ----------
                                                                                    
 $  250,000           $ 23,571     $ 47,142     $ 70,713     $  94,284     $  117,855     $  129,806     $  141,756
    300,000             28,571       57,142       85,713       114,284        142,855        157,306        171,756
    350,000             33,571       67,142      100,713       134,284        167,855        184,806        201,756
    400,000             38,571       77,142      115,713       154,284        192,855        212,306        231,756
    450,000             43,571       87,142      130,713       174,284        217,855        239,806        261,756
    500,000             48,571       97,142      145,713       194,284        242,855        267,306        291,756
    750,000             73,571      147,142      220,713       294,284        367,855        404,806        441,756
  1,000,000             98,571      197,142      295,713       394,284        492,855        542,306        591,756
  1,250,000            123,571      247,142      370,713       494,284        617,855        679,806        741,756
  1,500,000            148,571      297,142      445,713       594,284        742,855        817,306        891,756
  1,750,000            173,571      347,142      520,713       694,284        867,855        954,806      1,041,756
  2,000,000            198,571      397,142      595,713       794,284        992,855      1,092,306      1,191,756
  2,250,000            223,571      447,142      670,713       894,284      1,117,855      1,229,806      1,341,756
  2,500,000            248,571      497,142      745,713       994,284      1,242,855      1,367,306      1,491,756
  2,750,000            273,571      547,142      820,713     1,094,284      1,367,855      1,504,806      1,641,756
  3,000,000            298,571      597,142      895,713     1,194,284      1,492,855      1,642,306      1,791,756


     Benefits shown in the table above are computed as a single-life annuity and
reflect a reduction to  recognize  in part Everest Re's cost of social  security
benefits.  A  participant's  "final average  earnings" under the Retirement Plan
will be his or her  average  annual  "earnings"  under  the plan  during  the 72
consecutive months of continuous  service in which the participant  received the
greatest  amount of earnings out of the final 120 months of continuous  service.
For this purpose,  "earnings"  generally includes the participant's base salary,
cash bonus payments under the Chief Executive  Officer's  Bonus Plan,  which has
been  terminated,  the  Executive  Performance  Annual  Incentive  Plan and, for
participants  who held  positions  equivalent to or senior to that of department
vice  president  when that position  existed,  cash payments under the Company's
Annual  Incentive  Plan.  With  respect to cash  payments  made under the Annual
Incentive Plan through December 31, 1999,  "earnings" did not include amounts in
excess of 50% of salary or $275,000, whichever was greater. Moreover, "earnings"
does not include any other  compensation  set forth in the Summary  Compensation
Table.  Final  average  earnings  and  earnings  will be  determined  under  the
Supplemental Plan in the same manner as under the Retirement Plan, except that a
participant's  earnings  are not  subject  to the  limitations  under  the Code.
"Continuous service" under the Retirement Plan and Supplemental Plan will be the
number of years  and  months  worked  for  Everest  Re and  certain  affiliates,
including during the period of affiliation with Prudential.

                                       15



     The years of continuous service for Mr. Taranto, Mr. Gallagher, Mr. Limauro
and Mr.  Shoemaker  to be taken  into  account  under  the  Retirement  Plan and
Supplemental Plan (rounded to the nearest year), as of April 1, 2003, are 8, 28,
30 and 2, respectively.  Final average earnings for Mr. Taranto,  Mr. Gallagher,
Mr.  Limauro and Mr.  Shoemaker to be taken into account as of April 1, 2003 are
$2,178,931, $681,846, $333,883 and $164,405, respectively.

EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS--MR. TARANTO

     On July 15, 1998, the Company entered into an employment agreement with Mr.
Taranto (the "Employment Agreement").  The Employment Agreement became effective
on  January  1, 2000 and was  amended  on April 20,  2001 to extend  his term of
employment from December 31, 2001 to March 31, 2004 unless sooner  terminated in
accordance with its terms. The Employment  Agreement  provides for a base salary
of $1,000,000 per year and states that Mr. Taranto is eligible to participate in
the  Executive  Performance  Annual  Incentive  Plan.  Upon  entering  into  the
Employment  Agreement in July 1998, Mr. Taranto received  non-qualified  options
under the Company's 1995 Stock Incentive Plan to purchase  150,000 Common Shares
as a sign-on bonus. Upon execution of the April 20, 2001 amendment extending the
term of his employment, he was granted non-qualified options to purchase 200,000
Common Shares under the same plan.

     In connection with the  restructuring  of the Company in February 2000, Mr.
Taranto's  Employment  Agreement  was  amended  to  state  that he  would be the
Chairman and Chief Executive  Officer of the Company after the restructuring and
that he would provide services to the Company after the restructuring  that were
comparable  to  those  required  under  his  Employment  Agreement  prior to the
restructuring. As a result, the Company and Everest Holdings are both parties to
the  Employment  Agreement  and have  co-extensive  rights,  powers,  duties and
obligations.  The February 2000 amendment made other  conforming  changes to the
Employment Agreement to reflect the restructuring.  When the Company established
Everest  Global as a new  Delaware  subsidiary  to  perform  administrative  and
back-office  functions  for the  Company  and its  insurance  subsidiaries,  Mr.
Taranto  became an employee of that company and Everest Global became a party to
the Employment Agreement.

     If the Company terminates Mr. Taranto's employment for "due cause" or if he
voluntarily  terminates his employment  other than for "good reason" (as defined
in the  Employment  Agreement),  Mr. Taranto will be entitled to his base salary
due him through the date of termination. If the Company terminates Mr. Taranto's
employment  other  than  for due  cause,  or if he  voluntarily  terminates  his
employment  for good  reason,  the  Company  will be  obligated  to pay him,  in
addition to all base salary  accrued  through the date of  termination,  (i) the
aggregate amount of base salary from the date of termination and through the end
of the term and (ii) the aggregate bonus amounts due under the appropriate bonus
plans or programs through the end of the term.

     In connection with the execution of the Employment  Agreement,  the Company
and Mr. Taranto also entered into a Change of Control Agreement dated as of July
15, 1998. The Change of Control Agreement provides that if within one year after
the  occurrence of a material  change (as defined in the  agreement) Mr. Taranto
terminates  his  employment  for any reason,  or if the Company  terminates  Mr.
Taranto's  employment for any reason other than for due cause (as defined in the
agreement),  then (a) all of Mr.  Taranto's  outstanding  stock options  granted
under the Company's stock plans shall  immediately vest and become  exercisable;
(b) Mr.  Taranto  shall  receive a cash payment  equal to the lesser of (i) 2.99
multiplied by Mr. Taranto's annual compensation for the most recent taxable year
ending prior to the date of the material change less the value of Mr.  Taranto's
gross  income in the most  recent  taxable  year  ending  prior to the date of a
material change  attributable to Mr. Taranto's exercise of stock options,  stock
appreciation  rights and other  stock-based  awards  granted Mr.  Taranto by the
Company  and  (ii)  2.99  multiplied  by Mr.  Taranto's  "annualized  includible
compensation  for the base period" as that phrase is defined in Section  280G(d)
of the Code;  (c) Mr.  Taranto shall  continue to be covered under the Company's
medical and dental  insurance plans for a period of three years from the date of
termination;  and (d) Mr. Taranto shall receive "Special Retirement Benefits" in
an amount that will equal the retirement  benefits he would have received had he
continued in the employ of the Company for three years following his termination
under the Everest Reinsurance  Retirement Plan and any supplemental,  substitute
or successor  retirement  plans  adopted by the  Company.  In the event that the
benefits Mr. Taranto  receives under the Change of Control  Agreement  cause Mr.
Taranto to receive a "Parachute  Payment"  within the meaning of Section 280G of
the

                                       16



Code,  Mr.  Taranto's  benefits  will be reduced to an amount that is one dollar
less than the amount  that would  cause a  Parachute  Payment.  If an award made
under the  Change of Control  Agreement  nevertheless  results in an  assessment
against Mr.  Taranto of a "Parachute  Tax" pursuant to Section 4999 of the Code,
Mr.  Taranto  shall be  entitled to receive an  additional  amount of money that
would put him in the same net tax position had no Parachute  Tax been  incurred.
The Change of Control  Agreement  will terminate on the earliest of (i) one year
following a material  change;  (ii) termination by Mr. Taranto of his employment
with the Company under circumstances not following a material change;  (iii) the
Company's  termination of Mr. Taranto's  employment for due cause; or (iv) March
31, 2004, or any date thereafter, with 60 days written notice.

     In connection with the restructuring, Mr. Taranto entered into an amendment
to his Change of Control Agreement which provides that transactions with respect
to the Company after the restructuring will trigger benefits under the agreement
to the same extent as transactions with respect to Everest Holdings prior to the
restructuring. Changes were also made in the Change of Control Agreement to take
into account the establishment of Everest Global and Mr. Taranto's employment by
that company.

EMPLOYMENT AGREEMENT--MR. BENNETT

     On April 24, 2002, Bermuda Re entered into an employment agreement with Mr.
Bennett under which he is to serve as the Managing  Director and Chief Executive
Officer of Bermuda Re from May 1, 2002 until May 1, 2003. The agreement provides
for an annual salary of $270,400,  plus $5,000 per month as a housing allowance.
Mr. Bennett is also eligible to participate  in the Company's  Annual  Incentive
Plan,  which is  entirely  discretionary  in nature  and which may be amended or
terminated by the Company at any time.  He is also a  participant  in the Senior
Executive Change of Control Plan. (See "Other Change of Control Arrangements").

     Pursuant to the employment agreement, Mr. Bennett was granted options under
the Company's 1995 Stock  Incentive Plan to purchase  20,000 Common Shares.  The
options  will  vest  ratably  over a  five-year  period.  Also  pursuant  to the
employment  agreement,  Mr.  Bennett  is  receiving  medical  insurance,  dental
insurance and group life insurance and is participating  in a qualified  defined
contribution plan.

     If Bermuda Re terminates Mr. Bennett's  employment prior to May 1, 2003 for
reasons other than misconduct or a breach of Bermuda Re's policies, a separation
payment equivalent to one year's salary will be made and a reasonable  allowance
will be provided to move his personal  possessions  back to the United  Kingdom.
Bermuda Re may terminate Mr.  Bennett's  employment  for cause as defined in the
employment  agreement at any time during the term of the agreement without prior
notice.

OTHER CHANGE OF CONTROL ARRANGEMENTS

     The Company  established  a Senior  Executive  Change of Control  Plan (the
"Change of Control Plan"),  effective  September 28, 1998. The Change of Control
Plan is administered by the Compensation  Committee,  which selects participants
from among the senior  executives  of the  Company and its  subsidiaries.  Among
others, the Compensation  Committee has selected Mr. Gallagher,  Mr. Limauro and
Mr. Bennett to participate in the plan.

     The  Change of Control  Plan  provides  that if within two years  after the
occurrence  of a  material  change  (as  defined  in  the  plan)  a  participant
terminates his or her employment for good reason (as defined in the plan) or the
Company  terminates the  participant's  employment for any reason other than for
due  cause  (as  defined  in the  plan),  then  (a)  all  of  the  participant's
outstanding  stock  options  granted  under  the  Company's  stock  plans  shall
immediately vest and become  exercisable for three months following  termination
of  employment;  (b) all  restrictions  on the  participant's  restricted  stock
awarded under the Company's stock plans shall  immediately  terminate and lapse;
(c) the  participant  shall  receive a cash payment  equal to the  participant's
average  salary and annual  incentive  bonus for the three most  recent  taxable
years (or such  shorter  period  as may be  applicable)  multiplied  by a number
between 2 and 2.99 determined by the  Compensation  Committee (for Mr. Gallagher
the number is 2.99 and for Mr. Limauro and Mr. Bennett the number is 2); (d) the
participant  shall continue to be covered under the Company's medical and dental
insurance plans for a period of two years from the date of termination;  and (e)
the participant shall receive "special retirement

                                       17



benefits" in an amount that will equal the  retirement  benefits he or she would
have  received   under  the  Everest   Reinsurance   Retirement   Plan  and  any
supplemental, substitute or successor plans adopted by the Company had he or she
continued  in the  employ  of the  Company  for a period  following  termination
determined by the Compensation Committee.  For Mr. Gallagher,  the period is the
greater of 3 and the  number of years  necessary  to credit  service to his 55th
birthday, and for Mr. Limauro and Mr. Bennett, the period is 2 years.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During 2002, the Compensation  Committee was comprised of Kenneth J. Duffy,
Martin Abrahams and John R. Dunne, all of whom are Non-Employee Directors of the
Company and none of whom is or has been an officer of the Company.

CERTAIN TRANSACTIONS WITH DIRECTORS

     One of the Company's directors,  William F. Galtney,  Jr., is the President
of Gallagher  Healthcare  Insurance  Services,  Inc.  ("GHIS"),  a  wholly-owned
subsidiary of Arthur J. Gallagher & Co. ("Gallagher").  In 2002, Everest Re paid
brokerage commissions to Gallagher of $1,181,870.

     In 2002,  GHIS entered into Program  Administrator  Agreements with Everest
National and Mt.  McKinley  Managers ("the Everest  Companies") as  underwriting
manager for Everest  Indemnity.  Under these agreements,  policies are placed by
GHIS with the Everest  Companies  and  reinsured  by  Transatlantic  Reinsurance
Company,  which  then  reinsures  up to 100% of the  assumed  risk with  Sunrise
Professional  Indemnity,  Ltd.,  a  Cayman  reinsurance  company  owned  by  WFG
Interests,  LLC, which is owned by Mr. Galtney. Under these agreements, in 2002,
the Company  recorded  $85,483,571  in gross  written  premiums and paid related
commissions and fees of $6,795,528 to GHIS.

     GHIS was the producing agent for workers'  compensation,  general liability
and  automobile  risks  written by the  Everest  Companies  for the  Rural/Metro
Corporation. In 2002, the Company recorded $19,764,672 in gross written premiums
in  connection  with  this  program  and  paid  related  commissions  to GHIS of
$932,545.

     Gallagher  Bassett  Services,   Inc.  ("Gallagher  Bassett"),  a  Gallagher
affiliate,  provides claims services for the Rural Metro program mentioned above
and for Everest Indemnity's All Risks program. In 2002, the Company paid fees to
Gallagher Basset of $434,268.

     In 2003, Everest Indemnity, through Mt. McKinley Managers, expects to write
a liability program for which J.P. Woods Co., Inc., a Gallagher affiliate,  will
receive an estimated brokerage fee of $900,000.

     Everest National had a business relationship with WorkCare Northwest,  Inc.
("WorkCare Northwest"),  a company in which Edward B. Galtney, William Galtney's
brother, holds a 50% interest. In 2002, Everest National paid commissions in the
amount of $828,720 to WorkCare  Northwest  for  insurance  agency  services as a
program  administrator.  This  program was  cancelled  as of July 1, 2001 and is
currently in run-off.  It is expected that no material  commissions will be paid
to WorkCare Northwest in 2003.

               PROPOSAL NO. 2--APPOINTMENT OF INDEPENDENT AUDITORS

     THE BOARD OF  DIRECTORS  RECOMMENDS  THAT YOU VOTE FOR THE  APPOINTMENT  OF
PRICEWATERHOUSECOOPERS  LLP AS THE COMPANY'S  INDEPENDENT  AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2003 AND THE  AUTHORIZATION OF THE BOARD OF DIRECTORS ACTING
BY THE  AUDIT  COMMITTEE  OF THE  BOARD  OF  DIRECTORS  TO SET THE  FEES FOR THE
INDEPENDENT  AUDITORS.  PROXIES  WILL BE SO VOTED  UNLESS  SHAREHOLDERS  SPECIFY
OTHERWISE IN THEIR PROXIES.

     The Company's  independent  auditors have been  appointed  each year at the
Annual General Meeting of Shareholders  pursuant to the Board's  recommendation,
which in turn was based on the  recommendation  of the Audit Committee.  For the
2003 Annual General Meeting,  and in accordance with the Sarbanes-Oxley Act, the
Audit   Committee,   has  evaluated  the   performance   and   independence   of
PricewaterhouseCoopers,  LLC  and  has  recommended  to the  shareholders  their
appointment as the Company's  independent  auditors for the year ending December
31, 2003. In making its  recommendation,  the Audit  Committee  reviews both the
audit scope and estimated fees for professional

                                       18



services for the coming year. Representatives of PricewaterhouseCoopers LLP will
be present at the 2003 Annual General Meeting, will have the opportunity to make
a statement if they so desire and will be  available  to respond to  appropriate
questions from shareholders.

             PROPOSAL NO. 3--APPROVAL OF THE EVEREST RE GROUP, LTD.
               2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

     THE BOARD OF  DIRECTORS  RECOMMENDS  THAT YOU VOTE FOR THE  APPROVAL OF THE
EVEREST RE GROUP, LTD. 2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN TO BE
EFFECTIVE UPON  SHAREHOLDER  APPROVAL.  PROXIES GIVEN BY  SHAREHOLDERS OF RECORD
WILL BE SO VOTED UNLESS THE  SHAREHOLDERS  SPECIFY  OTHERWISE IN THEIR  PROXIES.
PROXIES  GIVEN BY  BENEFICIAL  HOLDERS TO  SHAREHOLDERS  OF RECORD MAY NOT BE SO
VOTED UNLESS BENEFICIAL HOLDERS SPECIFY A VOTE FOR APPROVAL IN THEIR PROXIES.

     This summary of the material terms of the Plan is qualified in its entirety
by the full text of the Plan, a copy of which is set forth as Appendix A to this
Proxy Statement.

DESCRIPTION OF PLAN

GENERAL

     On February 25, 2003,  the Board  adopted the Plan,  subject to approval by
the Company's  shareholders.  The Plan will become  effective  immediately  upon
approval by the  shareholders  and, if approved,  will  continue in effect until
terminated by the Board. The Board has approved the Plan, and is recommending it
to the  shareholders  for  their  approval,  because  the Board  believes  it is
important for non-employee  directors to have an equity interest in the Company.
The purpose of the Plan is to benefit the  Company,  its  subsidiaries,  and its
shareholders   by  enhancing  the  Company's   ability  to  attract  and  retain
experienced  and  knowledgeable  directors  and to encourage  such  directors to
increase their proprietary interest in the Company through ownership of shares.

     The total number of shares reserved for issuance under the Plan is 500,000.
Any  shares  allocated  to an award  under the Plan  that  expires,  lapses,  is
forfeited or terminated for any reason without  issuance of the shares  (whether
or not cash or other consideration is paid to the participant in respect of such
shares)  will be  available  for new  awards to be granted  under the Plan.  The
shares  with  respect  to which  awards may be made under the Plan may be shares
that are  currently  authorized  but  unissued,  or to the extent  permitted  by
applicable law, currently held or subsequently acquired by the Company including
shares purchased in the open market or in private transactions.

     The Plan provides for the grant of non-qualified  stock options ("Options")
and retainer awards ("Retainer Awards") to non-employee  directors.  As of March
1, 2003, four directors of the Company were eligible to receive awards under the
Plan. Upon Mr. Weber's election as a director at the Annual General Meeting,  he
also will become eligible to receive awards under the Plan.

PLAN ADMINISTRATION

     The  Plan  will  be   administered   by  a  committee  of  the  Board  (the
"Committee"),  the  members  of which  shall be  designated  by the  Board.  The
Committee shall initially be the full Board. If the Board designates a Committee
that is less than the full Board,  the  Committee  shall not  include  directors
eligible to receive  awards under the Plan.  The  Committee has the authority to
grant and amend any type or combination of types of awards  permitted  under the
Plan.

     The  Committee may delegate all or any portion of its  responsibilities  or
powers under the Plan to persons  selected by it,  provided,  however,  that the
Committee may not delegate  discretionary  authority with respect to substantial
decisions or functions regarding the Plan or awards.

STOCK OPTIONS

     The  Committee  may grant  Options to  non-employee  directors  to purchase
shares. The purchase price of shares under each Option must be based on the fair
market value of a share on the date the Option is granted. Options grant-

                                       19



ed under the Plan will be exercisable in accordance  with the terms  established
by the  Committee.  The full  purchase  price of each share  purchased  upon the
exercise of any Option must be paid at the time of exercise. No more than 10,000
shares may be issued for Options to any one  eligible  director in any  calendar
year.

     The Committee, in its discretion, may impose such conditions,  restrictions
and  contingencies  on shares acquired  pursuant to the exercise of an Option as
the Committee  determines to be  desirable.  The number of shares  subject to an
Option and any other  restrictions that are deemed  appropriate by the Committee
for a  particular  award to  particular  eligible  directors,  or in  particular
circumstances,  will be included in the individual award document reflecting the
grant of the  award to the  recipient  and  setting  forth  specific  terms  and
conditions of the Option (the "Award Agreement").

     Except as otherwise  provided by the  Committee,  if a  director's  date of
termination  occurs for a reason  other than  death,  disability  or removal for
cause,  the holder of the stock option may exercise the stock option at any time
within a period of one year  after  such  termination  to the  extent  the stock
option was exercisable on the date of such  termination.  If the director's date
of termination occurs by reason of death or disability,  the director (or estate
as the case may be) may exercise the stock option at any time within a period of
three years after the date of such  termination  to the extent the stock  option
was  exercisable  on the  date of  such  termination.  An  Option  shall  expire
immediately upon a director's removal for cause. In no event,  however,  may any
stock option be exercised by any person after its expiration date.

RETAINER AWARDS

     Each Plan year, the non-employee directors shall be entitled to elect to be
granted a stock-based  "Retainer Award" for the year in lieu of receiving all or
a portion of their applicable retainer fees in cash. The Retainer Award shall be
in the form of shares  having a fair market value equal to the retainer fee that
would  otherwise  be paid in cash.  No more than 5,000  shares may be issued for
Retainer Awards to any one eligible director in any calendar year.

     If a director  becomes an  eligible  director  during a Plan year on a date
other than the first day of the Plan year,  the  director  shall be  entitled to
elect to be granted a Retainer  Award for the  remainder  of the year in lieu of
receiving all or a portion of the applicable retainer fees which would otherwise
be paid in cash.

     Shares  awarded as Retainer  Awards shall be fully vested as of the date of
grant.

PAYMENT PROVISIONS

     The Plan permits the payment of the Option  exercise  price in cash, or, at
the Committee's discretion, by the tender, by actual delivery or by attestation,
of the equivalent  value of shares valued at their fair market value,  or with a
combination  of  such  shares  and  cash,  subject  to  and in  compliance  with
applicable law. However,  shares may only be used for such purpose, if they have
been held by the  participant  for at least six months (or such other  period as
may be required by the Committee) and meet any other requirements established by
the Committee.

CHANGE IN CONTROL

     In the event of a "Change in Control" of the Company,  as discussed  below,
any  outstanding  Options  under the Plan  shall  fully vest on the date of such
Change in Control.  In  addition,  the  Committee  may, in its sole  discretion,
recommend  that the Board take any of the following  actions as a result,  or in
anticipation,  of any such  event to  assure  fair and  equitable  treatment  of
participants:

     o  offer to purchase any  outstanding  award made pursuant to the Plan from
        the  holder  for  its  equivalent  cash  value,  as  determined  by  the
        Committee, as of the date of the Change of Control; or

     o  make adjustments or modifications to outstanding Awards as the Committee
        deems  appropriate  to maintain and protect the rights and  interests of
        participants following such Change of Control.

     Any such action  approved by the Board shall be  conclusive  and binding on
the Company and all participants.

     For purposes of the Plan, a Change of Control shall mean the  occurrence of
any of the following:

                                       20



     o  A tender offer or exchange offer the effect of which is to take over and
        control the affairs of the Company,  and such offer is  consummated  for
        the  ownership of  securities  of the Company  representing  twenty-five
        percent (25%) or more of the combined voting power of the Company's then
        outstanding voting securities.

     o  The Company is merged or consolidated with another corporation and, as a
        result,  less than seventy-five  percent (75%) of the outstanding voting
        securities  of the  resulting  corporation  shall  then be  owned in the
        aggregate  by  the  former   shareholders  of  the  Company  other  than
        affiliates.

     o  The  Company  transfers  substantially  all of  its  assets  to  another
        corporation or entity that is not its wholly owned subsidiary.

     o  Any person is or becomes the beneficial  owner,  directly or indirectly,
        of securities of the Company  representing  twenty-five percent (25%) or
        more of the combined  voting  power of the  Company's  then  outstanding
        securities, and the effect of such ownership is to take over and control
        the affairs of the Company.

     o  As the result of a tender offer, merger, consolidation,  sale of assets,
        or contested  election,  or any  combination of such  transactions,  the
        persons who were members of the Board immediately before the transaction
        cease to constitute at least a majority thereof.

AMENDMENT AND TERMINATION

     The Board may at any time amend,  suspend or discontinue the Plan, in whole
or in part,  provided  that no such  amendment  shall  increase any of the share
limitations  nor  shall it  permit  the  Committee  to grant an  Option  with an
exercise  price below fair market value on the date of grant.  The Committee may
at any time  alter or amend  any or all Award  Agreements  under the Plan to the
extent  permitted by law, but no such  alteration or amendment  shall impair the
rights of any holder of an award without the holder's consent.

ADJUSTMENTS

     The Plan  contains  provisions  relating  to  adjustments  of the  terms of
outstanding awards to reflect changes in the Company's  capitalization or shares
or the occurrence of specified events. The number of shares that may be acquired
under the Plan, the maximum  number of shares that may be delivered  pursuant to
awards,  and such other  terms as are  necessarily  affected  by such  specified
events are subject to adjustment in the event of a stock dividend,  stock split,
recapitalization,  merger,  consolidation  (whether  or not the  Company  is the
surviving  corporation),  reorganization,  combination  or exchange of shares or
similar events.

TRANSFERABILITY

     Except as otherwise  provided by the Committee,  awards under the Plan will
only be transferable  to the extent  designated by the participant by will or by
laws of descent and distribution.

REGISTRATION

     Following approval by the shareholders, the Company intends to register the
shares issued under the Plan with the SEC.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

     Each of the  non-employee  directors  of the Company and the nominee to the
Board  has a direct  interest  in the  approval  of the  Plan,  which  will make
additional Common Shares available to non-employee directors.

UNITED STATES INCOME TAX CONSEQUENCES OF THE PLAN

     The following  paragraphs  provide a summary of the material  U.S.  federal
income tax  consequences  of the Plan based upon current  laws and  regulations.
These laws and regulations are subject to change.  This summary does not address
state,  local or foreign tax consequences to which a participant in the Plan may
be subject. The Company suggests that participants consult with their individual
tax  advisors  to  determine  the  applicability  of the tax rules to the awards
granted to them under the Plan.

                                       21



     NON-QUALIFIED STOCK OPTIONS

     The grant of a non-qualified stock option will not result in taxable income
to the  participant.  Except as described  below,  the participant  will realize
ordinary  income at the time of exercise in an amount equal to the excess of the
fair  market  value of the shares  acquired  over the  exercise  price for those
shares.  Gains or losses  realized by the participant  upon  disposition of such
shares  will be  treated  as capital  gains and  losses,  with the basis in such
shares equal to the fair market value of the shares at the time of exercise.

     The  exercise of a  non-qualified  stock  option  through  the  delivery of
previously acquired stock will generally be treated as a non-taxable,  like-kind
exchange  as to the number of shares  surrendered  and the  identical  number of
shares  received under the option.  That number of shares received will take the
same basis and,  for capital  gains  purposes,  the same  holding  period as the
shares  that are  surrendered.  The value of the  shares  received  upon such an
exchange  that  are in  excess  of the  number  of  shares  surrendered  will be
includible as ordinary  income to the  participant at the time of exercise.  The
excess  shares will have a new holding  period for capital  gain  purposes and a
basis equal to the value of such shares determined at the time of exercise.

     RETAINER AWARDS

     A  participant  who has  elected  to  receive a  Retainer  Award in lieu of
receiving  retainer  fees in cash will  realize  ordinary  income at the time of
grant in an amount equal to the then fair market value of those shares. Gains or
losses  realized  by the  participant  upon  disposition  of such shares will be
treated as capital gains and losses,  with the basis in such shares equal to the
fair market value of the shares at the time of grant.

     TAX DEDUCTION

     The Company is not subject to U.S.  income taxes.  However,  if an award is
granted to a participant  employed by a subsidiary that is a U.S. taxpayer,  the
subsidiary  will be  entitled  to a  deduction  equal to the  amount  of  income
includible in the participant's income.

     CHANGE IN CONTROL

     Any  acceleration  of the vesting of an Option  award under the Plan in the
event of a  Change  in  Control  of the  Company  may  cause  part or all of the
consideration  involved to be treated as an "excess parachute payment" under the
Code,  which may  subject  the  participant  to a 20%  excise  tax and  preclude
deduction by a subsidiary.

     PLAN BENEFITS

     The following table sets forth grants of options made under the Plan, which
shall be effective upon the approval of the Plan by the shareholders:

              NEW EVEREST RE GROUP, LTD. 2003 NON-EMPLOYEE DIRECTOR
                        EQUITY COMPENSATION PLAN BENEFITS

                                                    NUMBER OF SHARES AWARDED AND
POSITION                         DOLLAR VALUE ($)    UNDERLYING OPTIONS GRANTED
--------                         ----------------   ----------------------------
All current executive officers,          0                        0
as a group

All current directors who are not        0                        0
executive officers, as a group

Each nominee for director who            0                        0
is not a current director

All employees who are not current        0                        0
executive officers, as a group

                                       22



               INFORMATION REGARDING PLANS AND OTHER ARRANGEMENTS
                     NOT SUBJECT TO SECURITY HOLDER ACTION

     The following table summarizes,  as of December 31, 2002, information about
compensation  plans under which  securities  of the Company are  authorized  for
issuance:

                            EQUITY COMPENSATION PLANS



                                                                                       NUMBER OF SECURITIES
                                                                                       REMAINING AVAILABLE
                                  NUMBER OF SECURITIES                                 FOR FUTURE ISSUANCE
                                   TO BE ISSUED UPON           WEIGHTED-AVERAGE            UNDER EQUITY
                                      EXERCISE OF             EXERCISE PRICE OF         COMPENSATION PLANS
                                  OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,     (EXCLUDING SECURITIES
                                   WARRANTS AND RIGHTS        WARRANTS AND RIGHTS    REFLECTED IN COLUMN (A))
PLAN CATEGORY                              (A)                        (B)                       (C)
-------------                      -------------------        -------------------    ------------------------
                                                                                   
Equity compensation plans             2,407,524                      $41.23                 3,566,645(1)
approved by security holders

Equity compensation plans not            96,000(2)                   $36.22                       -0-
approved by security holders

Total                                 2,503,524                      $41.09                 3,566,645



----------
(1)  Includes  shares  available  under the  Everest Re Group,  Ltd.  2002 Stock
     Incentive  Plan,  which  permits  the  granting  of  stock  options,  stock
     appreciation  rights,  restricted  stock and stock  awards.  Also  includes
     shares  available  under the Everest Re Group,  Ltd. 1995 Stock Option Plan
     for  Non-Employee  Directors  (formerly  known as the  Everest  Reinsurance
     Holdings, Inc. 1995 Stock Option Plan for Non-Employee Directors).

(2)  As of December 31, 2002, the Company had in place the following  individual
     compensation   arrangements  with  non-employee  directors  that  were  not
     approved by Company shareholders:

     On April 1, 1999,  each of the  non-employee  directors was granted a stock
     option award  covering  6,500 Common Shares at an exercise price of $30.625
     per  share,  which was the fair  market  value of the shares on the date of
     grant. The options vest ratably over three years.

     On February  23, 2000,  each of the  non-employee  directors  was granted a
     stock option award  covering  7,500 Common  Shares at an exercise  price of
     $25.3438  per share,  which was the fair market  value of the shares on the
     date of grant. The options vest ratably over three years.

     On September  21, 2001,  each of the  non-employee  directors was granted a
     stock option award  covering  10,000 Common Shares at an exercise  price of
     $48.01 per share, which was the fair market value of the shares on the date
     of grant. The options vest ratably over three years.

                         MISCELLANEOUS--GENERAL MATTERS

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  executive  officers and directors,  and persons who own more than
ten percent of a registered  class of the Company's equity  securities,  to file
reports of  ownership  and changes in ownership on Forms 3, 4 and 5 with the SEC
and the  NYSE.  Executive  officers,  directors  and  greater  than ten  percent
shareholders  are required by SEC  regulation to furnish the Company with copies
of all Forms 3, 4 and 5 they file.

     Based  solely on the  Company's  review  of the  copies of the forms it has
received and written  representations  that no other reports were required,  the
Company  believes  that,  with  the  exception  of  Mr.  Shoemaker,  all  of its
Designated Executive Officers, directors and greater than ten percent beneficial
owners have filed with the SEC on a timely

                                       23



basis all required forms with respect to  transactions  during fiscal year 2002.
Keith  Shoemaker was late in his initial Form 3 filing and in filing a Form 4 to
report the September 26, 2002 option grant.

SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL GENERAL MEETING OF SHAREHOLDERS

     To be considered for inclusion in the Company's Proxy Statement relating to
the 2004 Annual General Meeting of Shareholders,  a shareholder proposal must be
received  by the  Secretary  of the  Company  in  proper  form at the  Company's
registered  office at Clarendon House, 2 Church Street,  Hamilton HM 11, Bermuda
no later than December 13, 2003.

     The  proxy  solicited  by the Board  relating  to the 2004  Annual  General
Meeting  of  Shareholders  shall  confer  discretionary  authority  to vote on a
shareholder  proposal if the  Secretary of the Company  receives  notice of that
proposal after February 26, 2004.

     Shareholders  who intend to nominate  persons for  election as directors at
general meetings must comply with the advance notice procedures set forth in the
Bye-Laws of the  Company in order for such  nominations  to be properly  brought
before that  general  meeting.  These  advance  notice  procedures  require that
written notice of a  shareholder's  intent to make such a nomination at the 2004
Annual General Meeting of Shareholders  must be received by the Secretary of the
Company between November 13, 2003 and December 13, 2003.

PROXY SOLICITATIONS

     The expense of this proxy  solicitation  will be borne by the  Company.  In
addition  to  solicitation  by mail,  proxies may be  solicited  in person or by
telephone,  telegraph or facsimile by directors or officers who are employees of
the Company without additional compensation.  In addition, Georgeson Shareholder
Communications, Inc. will provide solicitation services to the Company for a fee
of  approximately  $5,000 plus  out-of-pocket  expenses.  The firm will  solicit
proxies by personal interview,  telephone, telegraph and mail. The Company will,
on request,  reimburse shareholders of record who are brokers, dealers, banks or
voting trustees,  or their nominees,  for their  reasonable  expenses in sending
proxy  materials and annual reports to the beneficial  owners of the shares they
hold of record.

TRANSFER AGENT AND REGISTRAR

     The  Company  has  appointed  EquiServe  Trust  Company,  N.A.  to serve as
transfer  agent,  registrar  and dividend  paying  agent for the Common  Shares.
Correspondence  relating to any share accounts or dividends  should be addressed
to:

         EquiServe Trust Company, N.A.
         Shareholder Services
         P.O. Box 43010
         Providence, Rhode Island 02940-3010
         (800) 446-2617

     All  transfers of  certificates  for Common Shares should also be mailed to
the above address.

                                       By Order of the Board of Directors
                                       Joseph A. Gervasi
April 11, 2003                         SECRETARY

                                       24



                                   APPENDIX A


                             EVEREST RE GROUP, LTD.
               2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

SECTION 1.  ESTABLISHMENT AND PURPOSE

     The Everest Re Group, Ltd. 2003 Non-Employee  Directors Equity Compensation
Plan (the  "Plan") has been  established  by Everest Re Group,  Ltd.,  a Bermuda
company  (the  "Company"),  to promote  the  interests  of the  Company  and its
shareholders  by  enhancing  the  Company's  ability to  attract  and retain the
services of experienced  and  knowledgeable  directors and by  encouraging  such
directors to acquire an increased  proprietary  interest in the Company  through
the ownership of Common Shares. The Common Shares can be acquired through grants
of stock in lieu of  cash-based  retainer  fees and  through  grants  of  Option
Awards.

SECTION 2.  DEFINITIONS

     The following terms, used herein, shall have the meaning specified:

     (a) "AWARD"  means the  Retainer  Award or an Option  Award  granted to any
Eligible Director under the Plan.

     (b)  "AWARD  DATE"  means  the date on which  an  Award  under  the Plan is
granted.

     (c) "AWARD  AGREEMENT"  means an  agreement  described  in Section 8 hereof
entered into between the Company and a Participant,  setting forth the terms and
conditions applicable to the Award granted to the Participant.

     (d)  "BOARD"  means  the Board of  Directors  of the  Company  as it may be
comprised from time to time.

     (e) Unless otherwise defined in an Award Agreement,  "CAUSE" shall mean any
one of the following:  (i) the willful engaging by the Participant in continuing
or repeated  conduct  which is  demonstrably  and  materially  injurious  to the
Company or its  affiliates,  (ii)  commission by the  Participant of an act that
involves theft, fraud or dishonesty  (whether or not involving the Company,  its
affiliates  or  Participant's  duties  at or  relating  to  the  Company  or its
affiliates),  (iii) the Participant's continuing or repeated material failure to
abide by or comply with the internal  policies or  procedures  of the Company or
its  affiliates  (as may be  applicable  to  Directors)  or any  non-compete  or
confidentiality agreement with the Company or its affiliates, or (iv) conviction
of any crime that  constitutes  a felony  (whether or not involving the Company,
its affiliates or the Participant's  duties at or relating to the Company or its
affiliates).

     (f) "CHANGE IN CONTROL" shall be as defined in Section 10.

     (g) "CODE"  means the  Internal  Revenue  Code of 1986,  and any  successor
statute,  and the  regulations  promulgated  thereunder,  as it or  they  may be
amended from time to time.

     (h) "COMMITTEE" means the Committee as defined in Section 12.

     (i) "COMMON SHARES" means common shares of the Company,  par value $.01 per
share, or any security of the Company issued in  substitution,  exchange or lieu
thereof.

     (j) "DATE OF TERMINATION"  means the last day on which a Participant serves
as a Director.

     (k) "DIRECTOR" means a member of the Board.

     (l) "EFFECTIVE DATE" means the Effective Date as defined in Section 12(e).

     (m) "ELIGIBLE  DIRECTOR"  means each Director who is not an Employee of the
Company.

     (n) "EMPLOYEE" means officers and employees of the Company or a Subsidiary,
and excludes  directors who are not also officers or employees of the Company or
a Subsidiary. "Employee" includes consultants and advisors

                                       25



that  provide  bona fide  services  (other than  services as a director)  to the
Company or a Subsidiary,  provided that such services are not in connection with
the  offer  or  sale  of  securities  of  the  Company  or  a  Subsidiary  in  a
capital-raising transaction.

     (o)  "EXCHANGE  ACT" means the  Securities  Exchange  Act of 1934,  and any
successor statute, as it may be amended from time to time.

     (p) "EXERCISE PRICE" means a purchase or exercise price  established by the
Committee at the time an Option is granted.

     (q) "FAIR  MARKET  VALUE"  means,  unless  otherwise  provided in the Award
Agreement,  the average of the highest and lowest sale price of Common Shares as
reported on the Composite Transaction Tape of the New York Stock Exchange (or on
such  other  exchange,  if any,  on which the Common  Shares are  traded) on the
relevant  date, or if no sale of Common  Shares are reported for such date,  the
next  preceding day for which there is a reported sale. If Common Shares are not
traded on any such  exchange,  Fair Market Value shall be as  determined  in the
Award Agreement,  or as may be determined in good faith by the Committee.  In no
event,  shall the Fair Market Value be less than the  prevailing  par value of a
Common Share to be issued under the Plan.

     (r) "OPTION"  means a  non-qualified  stock option Award  granted under the
Plan that entitles the  Participant,  for a certain  period of time, to purchase
Common Shares at an Exercise Price established by the Committee.

     (s) "PARTICIPANT" means any Eligible Director who has been granted an Award
pursuant to this Plan.

     (t) "PLAN YEAR"  shall mean each  calendar  year,  with the first Plan Year
beginning on the Effective Date and ending on December 31, 2003.

     (u)  "RETAINER  FEE" means the annual  compensation  fee for services to be
rendered  as a  Director  to be paid to each  Eligible  Director  as  determined
annually by the Board in its sole discretion.  Such fees are to be paid in cash,
or in stock at the election of each  Eligible  Director as provided in Section 5
of this Plan, on a quarterly  basis (or other period as may be determined by the
Board).  Cash  payments  will become  payable as of the last business day of the
applicable Plan Year quarter. For Retainer Fees to be paid in the form of stock,
the payment date shall be the first business day of the next following Plan Year
quarter.

     (v) "SECTION 16" means  Section 16 of the Exchange  Act, and any  successor
statutory provision, and the rules promulgated thereunder,  as it or they may be
amended from time to time.

     (w)  "SUBSIDIARY"  means any corporation in which the Company,  directly or
indirectly,  controls  50% or more of the  total  combined  voting  power of all
classes of such corporation's common equity.

SECTION 3.  ELIGIBILITY

     Persons eligible for Awards under the Plan shall consist solely of Eligible
Directors.

SECTION 4.  AWARDS

     The  Eligible  Directors  shall be  eligible to receive any of the types of
Awards enumerated in Sections 5 or 6, either singly, in tandem or in combination
with other types of Awards,  as provided  herein or as the  Committee may in its
sole discretion determine. Retainer Awards shall only be granted if the Eligible
Director  elects to waive cash  payment  of all or a portion  of the  applicable
Retainer Fees.

SECTION 5.  RETAINER AWARDS

     (a) For each Plan Year,  each  Director who is an Eligible  Director on the
first  day of that  Plan  Year  shall  be  entitled  to elect  to be  granted  a
stock-based  "Retainer Award" for the year in lieu of receiving all or a portion
of the Retainer Fee in cash.  The Retainer  Award shall be in the form of Common
Shares  having  a Fair  Market  Value  (as  determined  on the  last  day of the
applicable  Plan Year quarter) equal to the Retainer Fee that would otherwise be
paid in cash.

                                       26



     (b) If a Director  becomes an Eligible  Director  during a Plan Year,  on a
date other than the first day of the Plan Year, he shall be entitled to elect to
be granted a Retainer  Award for the  remainder of the year in lieu of receiving
all or a portion of the applicable  Retainer Fee. The Retainer Award shall be in
the form of Common Shares having a Fair Market Value (as  determined on the last
day of the applicable Plan Year quarter) equal to the Retainer Fee, subject to a
pro-rata  reduction to reflect the portion of the Plan Year prior to the date on
which he becomes an Eligible Director.

     (c) Common Shares awarded under this  subsection 5(a) shall be fully vested
as of the date of grant.

SECTION 6.  DISCRETIONARY OPTION AWARDS.

     (a)  DISCRETIONARY  OPTION AWARDS.  The Committee may at any time, and from
time to time, in its sole discretion, grant an Eligible Director an Option Award
(a  "Discretionary  Option  Award"),  which  shall be  subject  to the terms and
conditions set forth in subsections (b) and (c) below.

     (b) TERMS OF OPTION AWARDS.

     (1) An Option Award shall entitle the Director to purchase Common Shares at
         an Exercise  Price equal to the greater of: (i) 100% of the Fair Market
         Value of Common Shares as of the Award Date; or (ii) the par value of a
         Common Share.

     (2) Unless otherwise provided by the Committee, the Option Award granted to
         an Eligible Director shall become exercisable with respect to one-third
         of the shares  covered by the  Option on the first  anniversary  of the
         date of grant and with respect to an additional one-third of the shares
         covered  by  the  Option  on  each  subsequent  anniversary;  provided,
         however,  that such portion of the Option shall become exercisable only
         if such  Director's  Date of  Termination  does not occur  prior to the
         foregoing vesting dates.  Notwithstanding  any provision of the Plan to
         the  contrary,  the  foregoing  vesting  schedule  shall be  subject to
         acceleration in the event of the  Participant's  death,  disability (as
         may be  determined  by the  Committee)  or in the  event of a Change in
         Control.

     (3) An Option  Award  shall  expire on the  earlier  of:  (i) the  ten-year
         anniversary  of the Award Date (ii) the  three-year  anniversary of the
         Director's  Date  of  Termination  if  termination  occurs  due  to the
         Director's death or disability,  (iii) the Date of Termination, if such
         termination  of service  occurs due to removal  for Cause,  or (iv) the
         one-year  anniversary  of the  Director's  Date of  Termination  if the
         termination  of  service  occurs  for  reasons  other than as listed in
         subsections (ii), or (iii). No Option shall be exercisable  following a
         Director's Date of Termination  except to the extent that the Option is
         exercisable  prior  to,  or  becomes  exercisable  as of,  such Date of
         Termination.

     (c) PAYMENT OF OPTION EXERCISE PRICE.  The payment of the Exercise Price of
an Option granted under this Section 6 shall be subject to the following:

     (1) Subject to the following  provisions of this subsection  6(c), the full
         Exercise Price for Common Shares purchased on the exercise of an Option
         shall be paid at the time of such exercise.

     (2) The Exercise  Price of Common Shares  subject to the Option may be paid
         in cash. At the  discretion of the  Committee,  the purchase  price may
         also be paid by the tender,  by actual delivery or by  attestation,  of
         Common Shares owned for at least six months by the holder of the Option
         (the value of such Common  Shares shall be the Fair Market Value on the
         date of exercise),  through a combination of Common Shares and cash, or
         through such other means as the  Committee  determines  are  consistent
         with  the  Plan's  purpose  and  subject  to  and  in  compliance  with
         applicable law. No fractional Common Shares will be issued or accepted.

SECTION 7.  COMMON SHARES AND OTHER SHARE-BASED AWARDS AVAILABLE UNDER PLAN

     (a) The Common  Shares  which may be issued  pursuant to an Award under the
Plan may be shares  currently  authorized  but  unissued  or  currently  held or
subsequently  acquired  by the  Company or its  subsidiaries,  including  shares
purchased in the open market or in private transactions.

                                       27



     (b) Subject to the adjustment  provisions of Section 9 hereof,  the maximum
aggregate  number of shares  that may be  delivered  to  Participants  and their
beneficiaries  under the Plan  shall be equal to 500,000  Common  Shares and the
maximum  number of shares that may be granted to any one Eligible  Director in a
single  calendar year shall be 10,000 shares pursuant to Option Awards and 5,000
shares pursuant to Retainer Awards.

     (c) To the  extent  that any  Common  Shares  covered  by an Award  are not
delivered  to a  Participant  or  beneficiary  because the Award is forfeited or
canceled, or the Common Shares are not delivered because the Award is settled in
cash or used to satisfy the applicable tax withholding  obligation,  such shares
shall not be deemed to have been  delivered  for  purposes  of  determining  the
maximum  number of Common Shares  available for delivery under the Plan and they
shall again be available under the Plan.

     (d) If the Exercise Price of any Option granted under the Plan is satisfied
by  tendering  Common  Shares to the  Company (by either  actual  delivery or by
attestation),  only the number of Common  Shares issued net of the Common Shares
tendered  shall be deemed  delivered  for  purposes of  determining  the maximum
number of Common Shares available for delivery under the Plan.

     (e) For the purposes of computing the total number of Common Shares granted
under the Plan,  each Option shall be deemed to be the equivalent of the maximum
number of Common  Shares  that may be issued  upon  exercise  of the  particular
Option.  Additional  rules for  determining  the number of Common Shares granted
under  the Plan may be  adopted  by the  Committee,  as it deems  necessary  and
appropriate.

     (f) No fractional  Common Shares shall be  distributed  under the Plan and,
instead,  the Fair Market Value of such fractional share shall be distributed in
cash, with the Fair Market Value  determined as of the date the fractional share
would otherwise have been distributable. For purposes of the foregoing sentence,
if more than one Award or type of Award under the Plan is to be  distributed  in
Common Shares on a single date, such Common Shares shall be aggregated  prior to
determining the number of whole and fractional shares to be distributed.

SECTION 8.  AWARD AGREEMENTS

     Each Option Award under the Plan shall be  evidenced by an Award  Agreement
setting  forth the number of Common  Shares  subject to the Award and such other
terms and  conditions  applicable to the Award,  as determined by the Committee,
not  inconsistent  with the terms of the Plan and applicable  law. The Committee
may, but need not require  that the  Participant  sign a copy of such  document.
Such  document is referred to as the Award  Agreement  regardless of whether any
Participant signature is required. In the event that the Committee requires that
the Participant execute and return the Award Agreement, no person shall have any
rights under the Award unless and until the Participant to whom such Award shall
have been granted shall have properly  executed and delivered to the Company the
Award Agreement;  provided, however, the execution and delivery of such an Award
Agreement  shall  not be a  precondition  to the  granting  of  such  Award.  By
executing the Award Agreement, or submitting an option exercise form (whether or
not the Award  Agreement  required  execution) a Participant  shall be deemed to
have accepted and consented to any action taken under the Plan by the Committee,
the Board or their delegates.

     (a) Award Agreements shall include the following terms:

     (1)  NON-ASSIGNABILITY.  Unless otherwise  specifically provided for by the
Committee,  a provision that no Option,  while vested or unvested,  or any other
Award,  while unvested,  be assignable or transferable  except by will or by the
laws of descent and distribution and that, during the lifetime of a Participant,
the Award shall be exercised, if exercisable, only by such Participant or by his
or her guardian or legal representative.

     (2)  TERMINATION  OF SERVICES.  A provision  describing the treatment of an
Award  in  the  event  of  the  death,  disability  or  other  termination  of a
Participant's  service  with the  Company,  including  but not  limited to terms
relating to the vesting,  time for exercise,  forfeiture or  cancellation  of an
Award in such  circumstances.  Participants  who terminate  service prior to the
satisfaction  of applicable  conditions and  restrictions  associated with their
Award(s) may be entitled to such Award(s) as and to the extent determined by the
Committee.

                                       28



     (3) RIGHTS AS A SHAREHOLDER.  A provision that a Participant  shall have no
rights as a shareholder  with respect to any Common  Shares  covered by an Award
until the date the Participant becomes the holder of record.  Except as provided
in Section 9 hereof,  no adjustment shall be made for dividends or other rights,
unless the Award Agreement specifically requires such adjustment.

     (4) MINIMUM  EXERCISE.  No Option may be exercised for less than the lesser
of 50 Common  Shares or the full number of shares of Common Shares for which the
Option is then exercisable.

     (b) OTHER  TERMS.  Award  Agreements  may  include  such other terms as the
Committee may determine are necessary and  appropriate to effect an Award to the
Participant,  including,  but not  limited  to, the term of the  Award,  vesting
provisions,  any requirements for continued service with the Company,  any other
restrictions or conditions (including performance requirements) on the Award and
the method by which restrictions or conditions lapse, the effect on the Award of
a change in control of the Company,  the price,  amount or value of Awards,  and
the  terms,  if any,  pursuant  to which a  Participant  may  elect to defer the
receipt of cash or Common Shares under an Award.

SECTION 9.  ADJUSTMENT PROVISIONS

     (a) In the event of any change in the  outstanding  shares of Common Shares
by  reason  of  a  stock   dividend  or  split,   recapitalization,   merger  or
consolidation  (whether  or  not  the  Company  is  a  surviving   corporation),
reorganization,  combination  or  exchange  of Common  Shares  or other  similar
corporate  changes or an  extraordinary  dividend paid in cash or property,  the
number of Common Shares (or other  securities)  then  remaining  subject to this
Plan,  and the maximum  number of shares  that may be issued  annually to anyone
pursuant  to this Plan,  including  those that are then  covered by  outstanding
Awards,  shall  (i) in the event of an  increase  in the  number of  outstanding
shares, be  proportionately  increased and the price for each share then covered
by an outstanding Award shall be proportionately  reduced, and (ii) in the event
of a reduction in the number of outstanding  shares, be proportionately  reduced
and the price for each  share  then  covered by an  outstanding  Award  shall be
proportionately increased.

     (b) In the event  the  adjustments  described  in  clauses  (i) and (ii) of
subsection (a) of this Section 9 are inadequate to ensure equitable treatment of
any Award holder,  then, to the extent  permissible  under  applicable  law, the
Committee  shall make any further  adjustments  as it deems  necessary to ensure
equitable  treatment of any holder of an Award as the result of any  transaction
affecting  the  securities  subject to the Plan or as is required or  authorized
under the terms of any applicable Award Agreement.

     (c) The existence of the Plan and the Awards  granted  hereunder  shall not
affect  or  restrict  in  any  way  the  right  or  power  of the  Board  or the
shareholders   of  the   Company   to  make   or   authorize   any   adjustment,
recapitalization, reorganization or other capital structure of its business, any
merger  or  consolidation  of the  Company,  any  issue  of  bonds,  debentures,
preferred or prior  preference  stock ahead of or affecting the Common Shares or
the rights thereof, the dissolution or liquidation of the Company or any sale or
transfer of all or any part of its assets or  business,  or any other  corporate
act or proceeding.

SECTION 10.  CHANGE OF CONTROL

     In the event of a "Change in Control" of the Company  (defined  below),  in
addition  to any  action  required  or  authorized  by  the  terms  of an  Award
Agreement,  the Committee may, in its sole discretion,  recommend that the Board
take any of the following actions as a result,  or in anticipation,  of any such
event to assure fair and equitable treatment of Participants:

     (a) offer to purchase any outstanding Award made pursuant to this Plan from
the holder for its equivalent cash value, as determined by the Committee,  as of
the date of the change of control; or

     (b)  make  adjustments  or  modifications  to  outstanding  Awards  as  the
Committee deems  appropriate to maintain and protect the rights and interests of
Participants following such change of control.

     Any such action  approved by the Board shall be  conclusive  and binding on
the Company and all Participants.

                                       29



     (c) For  purposes of this  Section,  a "Change of  Control"  shall mean the
occurrence of any of the following:

     (1) A tender offer or exchange offer whereby the effect of such offer is to
         take over and  control the  affairs of the  Company,  and such offer is
         consummated for the ownership of securities of the Company representing
         twenty-five  percent (25%) or more of the combined  voting power of the
         Company's then outstanding voting securities.

     (2) The Company is merged or consolidated with another  corporation and, as
         a result  of such  merger  or  consolidation,  less  than  seventy-five
         percent (75%) of the outstanding  voting securities of the surviving or
         resulting  corporation  shall  then be  owned in the  aggregate  by the
         former  shareholders of the Company,  other than affiliates  within the
         meaning  of  the   Exchange   Act  or  any  party  to  such  merger  or
         consolidation.

     (3) The  Company  transfers  substantially  all of its  assets  to  another
         corporation  or entity  that is not a wholly  owned  subsidiary  of the
         Company.

     (4) Any person (as such term is used in Sections  3(a)(9)  and  13(d)(3) of
         the  Exchange  Act) is or becomes  the  beneficial  owner,  directly or
         indirectly,  of  securities  of the  Company  representing  twenty-five
         percent  (25%) or more of the combined  voting  power of the  Company's
         then  outstanding  securities,  and the effect of such  ownership is to
         take over and control the affairs of the Company.

     (5) As the result of a tender offer, merger, consolidation, sale of assets,
         or contested  election,  or any combination of such  transactions,  the
         persons who were members of the Board of the Company immediately before
         the transaction, cease to constitute at least a majority thereof.

SECTION 11.  GENERAL RESTRICTIONS

     Delivery of Common  Shares or other amounts under the Plan shall be subject
to the following:

     (a) Notwithstanding any other provision of the Plan, the Company shall have
no  liability  to  deliver  any Common  Shares  under the Plan or make any other
distribution  of benefits  under the Plan unless such  delivery or  distribution
would  comply with all  applicable  laws  (including,  without  limitation,  the
requirements of the Securities Act of 1933), and the applicable  requirements of
any securities exchange or similar entity.

     (b) To the extent that the Plan provides for issuance of stock certificates
to reflect the  issuance of Common  Shares,  the  issuance  may be effected on a
non-certificated  basis,  to the extent not  prohibited by applicable law or the
applicable rules of any stock exchange.

SECTION 12.  OPERATION AND ADMINISTRATION

     (a) ADMINISTRATION.

     (1) The Plan and all Awards granted  pursuant thereto shall be administered
         by a committee of the Board (the "Committee"), which shall initially be
         the full Board. The full Board shall remain as the Committee until such
         time, and times,  as the Board,  in its sole  discretion,  designates a
         lesser number of Board members to serve as the Committee.  If the Board
         designates  a  Committee  of less than the full Board,  such  Committee
         shall not include  Eligible  Directors.  If the Committee is made up of
         less than the full Board,  or for any other  reason  determined  by the
         full  Board,  the full  Board may take any  action  under the Plan that
         would otherwise be the responsibility of the Committee.

     (2) The Committee  shall have the authority and discretion to interpret and
         administer  the Plan,  to  establish,  amend and  rescind any rules and
         regulations  relating  to the  Plan  and to  determine  the  terms  and
         provisions  of any Award  Agreement  made  pursuant  to the  Plan.  All
         questions of  interpretation  with  respect to the Plan,  the number of
         Common Shares or other security, or rights granted and the terms of any
         Award Agreements, including the timing, pricing, and amounts of Awards,
         shall be determined by the Committee, and its deter-

                                       30



         mination shall be final and conclusive upon all parties in interest. In
         the event of any conflict between an Award Agreement and this Plan, the
         terms of this Plan shall govern.

     (3) Except to the extent  prohibited  by applicable  law or the  applicable
         rules of a stock  exchange,  the Committee may delegate to the officers
         or  employees  of the Company and its  Subsidiaries  the  authority  to
         execute and deliver such instruments and documents, to do all such acts
         and  things,  and to  take  all  such  other  steps  deemed  necessary,
         advisable or convenient for the effective administration of the Plan in
         accordance  with its terms and purpose,  except that the  Committee may
         not delegate any  discretionary  authority  with respect to substantive
         decisions  or  functions  regarding  the  Plan  or  Awards  thereunder,
         including,   but  not  limited  to,  decisions  regarding  the  timing,
         eligibility,  pricing,  amount or other  material terms of such Awards.
         Any such delegation may be revoked by the Committee at any time.

     (4) To the  extent  that the  Committee  determines  that the  restrictions
         imposed by the Plan preclude the  achievement of the material  purposes
         of the Awards in jurisdictions outside the United States, the Committee
         will have the authority and discretion to modify those  restrictions as
         the Committee  determines to be necessary or  appropriate to conform to
         applicable  requirements or practices of  jurisdictions  outside of the
         United States.

     (b)  UNFUNDED  PLAN.  The Plan shall be unfunded.  Neither the  Company,  a
Subsidiary,  nor the Board shall be required to segregate any assets that may at
any time be  represented  by  Awards  made  pursuant  to the Plan.  Neither  the
Company,  a  Subsidiary,  the  Committee,  nor the Board shall be deemed to be a
trustee of any amounts to be paid under the Plan.

     (c) LIMITS OF LIABILITY.

     (1) Any  liability of the Company or a Subsidiary to any  Participant  with
         respect to an Award shall be based solely upon contractual  obligations
         created by the Plan and the Award Agreement.

     (2) Neither the Company nor a Subsidiary, nor any member of the Board or of
         the Committee,  nor any other person participating in any determination
         of  any   question   under   the  Plan,   or  in  the   interpretation,
         administration  or application of the Plan, shall have any liability to
         any party for any  action  taken or not taken in good  faith  under the
         Plan except as may be expressly provided by statute.

     (d) RIGHTS OF PARTICIPANTS.  Nothing contained in this Plan or in any Award
Agreement  (or in any other  documents  related  to this Plan or to any Award or
Award  Agreement) shall confer upon any Participant any right to continue in the
service of the Company or a Subsidiary  or  constitute  any contract or limit in
any way the  right of the  Company  or a  Subsidiary  to  change  such  person's
compensation  or other  benefits or to terminate the service of such person with
or without cause.

     (e)  DURATION.  The Board  adopted the Plan  subject to the approval of the
shareholders  of the Company at the Company's 2003 Annual General Meeting of its
shareholders on May 22, 2003. The date of such shareholder approval shall be the
"Effective  Date" of the Plan.  The Plan shall remain in effect until all Awards
under the Plan have been exercised or terminated under the terms of the Plan and
applicable Award Agreements,  provided,  however, that Awards under the Plan may
only be granted within ten years from the Effective Date of the Plan.

     (f) FORM AND TIME OF ELECTIONS.  Any election  required or permitted  under
the Plan  shall be in  writing,  and  shall be deemed  to be filed  when  timely
delivered to the  Secretary  of the Company.  Any election to receive a Retainer
Award in lieu of cash shall be irrevocable after it is filed with respect to the
Plan Year for which it is filed, and such election shall remain in effect and be
irrevocable  with  respect to any future  Plan Year unless a new  election  with
respect to such Plan Year is filed in accordance  with rules  established by the
Committee,  in which case such new election shall be irrevocable with respect to
such Plan Year.

                                       31



     (g) ACTION BY COMPANY.  Any action required or permitted to be taken by the
Company shall be by resolution of the Board, or by action of one or more members
of the Board (including a committee of the Board) who are duly authorized to act
for the Board or (except  to the extent  prohibited  by the  provisions  of Rule
16b-3,  applicable local law, the applicable rules of any stock exchange, or any
other applicable rules) by a duly authorized officer of the Company.

     (h) GENDER AND NUMBER.  Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.

SECTION 13.  AMENDMENT AND TERMINATION

     The Board may at any time amend,  suspend or discontinue the Plan, in whole
or in part; provided, however, that no amendment by the Board shall increase any
limitations set forth in Section 7 nor shall it permit any Options to be awarded
at Exercise Prices below Fair Market Value without approval of the shareholders.
The Committee may at any time alter or amend any or all Award  Agreements  under
the Plan to the extent  permitted  by law, but no such  alteration  or amendment
shall impair the rights of any holder of an Award without the holder's  consent.
Adjustments  pursuant  to  Section  9  shall  not be  subject  to the  foregoing
limitations of this Section 13.

                                       32



                             EVEREST RE GROUP, LTD.

                     ANNUAL GENERAL MEETING OF SHAREHOLDERS
                       WEDNESDAY, MAY 22, 2003, 11:00 A.M.
                              ROYAL PAVILION HOTEL
                          PORTERS, ST. JAMES, BARBADOS




                           \/ FOLD AND DETACH HERE \/
--------------------------------------------------------------------------------


                                      PROXY

                             EVEREST RE GROUP, LTD.

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
R         The undersigned hereby appoints J.V. Taranto,  S.L. Limauro,  and J.A.
O    Gervasi,  and each of them, as proxies of the  undersigned,  each with full
X    power to act  without  the others and with full power of  substitution,  to
Y    vote all the Common  Shares of EVEREST RE GROUP,  LTD.  held in the name of
     the  undersigned  at the close of business on March 27, 2003, at the Annual
     General  Meeting of  Shareholders  to be held on May 22, 2003, at the Royal
     Pavilion Hotel,  Porters,  St. James,  Barbados at 11:00 a.m. (local time),
     and at any  adjournment or  postponement  thereof,  with all the powers the
     undersigned  would have if  personally  present,  on the  matters set forth
     hereon in accordance with any directions  given by the undersigned  and, in
     their  discretion,  on all other  matters that may properly come before the
     Annual General Meeting,  all in accordance with the accompanying Notice and
     Proxy Statement, receipt of which is acknowledged.

          YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE  APPROPRIATE
     BOXES (SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE
     IN  ACCORDANCE  WITH THE BOARD OF DIRECTORS'  RECOMMENDATIONS.  THE PROXIES
     CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.

                                                                     -----------
                                                                     SEE REVERSE
                                                                         SIDE
                                                                     -----------




EVEREST RE GROUP, LTD.

C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8523
EDISON, NJ 08818-8523





                              VOTER CONTROL NUMBER
                    ----------------------------------------


                    ----------------------------------------
                YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.
                             (FOR INTERNAL USE ONLY)





                           \/ FOLD AND DETACH HERE \/
--------------------------------------------------------------------------------

     PLEASE MARK YOUR                                                     | 6287
[X]  VOTES AS IN THIS                                                     |
     EXAMPLE.                                                             +---


       THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.

--------------------------------------------------------------------------------
                             EVEREST RE GROUP, LTD.
--------------------------------------------------------------------------------

                                     FOR     WITHHELD

1.   Election of   FOR ALL NOMINEES  [_]        [_]         WITHHOLD
     Directors    LISTED (EXCEPT AS                        AUTHORITY
                    MARKED TO THE                         TO VOTE FOR
                      CONTRARY)                         NOMINEES LISTED


     To elect Martin Abrahams, John R. Dunne and
     John A. Weber as Directors of the Company
     for a three-year term ending in 2006.

[_]  FOR all nominees except as written above.

2.   To appoint PricewaterhouseCoopers, LLP as the    FOR     AGAINST    ABSTAIN
     Company's independent auditors for the year      [_]       [_]        [_]
     ending December 31, 2003 and authorize the
     Board of Directors acting by the Audit
     Committee of the Board to set the fees for
     the independent auditors.

3.   To approve the adoption of the Everest Re        [_]       [_]        [_]
     Group, Ltd. 2003 Non-Employee Director Equity
     Compensation Plan.


In their  discretion,  upon such other  matters as may properly  come before the
meeting,  and any and all  adjournments  thereof,  all in  accordance  with  the
accompanying Notice and Proxy Statement, receipt of which is acknowledged.

IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED,  THE SHARES REPRESENTED THEREBY
WILL BE VOTED. IF A CHOICE IS SPECIFIED BY THE  SHAREHOLDER,  THE SHARES WILL BE
VOTED ACCORDINGLY.  IF NOT OTHERWISE  SPECIFIED,  THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 3.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Signature:_________________________________________________  Date:______________

Signature:_________________________________________________  Date:______________

Sign exactly as name appears hereon. When signing in a representative  capacity,
please give full title.