Item 1.01       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

        (a)            Senior Credit Facilities

                         On December 8, 2004 (the “Effective Date”), the registrant and two of its subsidiaries, Everest Reinsurance (Bermuda), Ltd. and Everest International Reinsurance, Ltd. (collectively, the “Borrowers”), entered into $750,000,000 Senior Credit Facilities (the “Facilities”) consisting of a $250,000,000 three year unsecured senior credit facility for revolving loans and standby letters of credit and a $500,000,000 three year secured letter of credit facility with Wachovia Bank, N.A., as Administrative Agent, and a syndicate of lenders including Wachovia Bank., N.A., Barclays Bank PLC, Citibank, N.A., Deutsche Bank AG, The Royal Bank of Scotland PLC, HSBC Bank USA, N.A., ING Bank N.V., The Bank of New York, and Bank of America, N.A. (collectively, the “Lenders”). These Facilities are available for the Borrowers’ general corporate purposes including security to their reinsurance clients.

                         Under the Facilities, the Borrowers may borrow, from time to time and on a revolving credit basis, up to $250,000,000 for general corporate purposes and standby letters of credit. The Facilities also permit the Borrowers to request secured letters of credit in an aggregate amount not to exceed $500,000,000.

                         Amounts borrowed under the Facilities and issued unsecured letters of credit will bear interest at a rate selected by the Borrowers equal to either the Base Rate or LIBOR plus a margin. Base Rate loans will bear interest at the greater of Wachovia Bank’s Prime Rate or the overnight Federal Funds rate plus 0.50%. LIBOR Rate loans will bear interest at LIBOR plus 42.5 basis points (“margin”), which margin varies based on the registrant’s senior unsecured debt rating. Issued secured letters of credit incur an annual fee of 0.30%. Customary administrative fees are also applicable. The Facilities contain representations, warranties and covenants customary for bank loan facilities of this nature. Among other covenants, the Facilities require the registrant to maintain a consolidated debt to capital ratio of not greater than 0.35 to 1.0 and to maintain a consolidated net worth of $2.373 billion (base at December 31, 2003) plus 25% of future aggregate net income and 50% of any increase due to the issuance of ordinary and preferred shares throughout the fiscal year. The base amount will be reset on the last day of each fiscal year. There are no prepayment restrictions.

                         If an Event of Default occurs, then, to the extent permitted in the Facilities, the Lenders may terminate the commitments under the Facilities, accelerate the repayment of any outstanding loans under the Facilities and demand the deposit of cash collateral equal to the Lenders’ letter of credit exposure plus interest thereon under the Facilities.

                         Certain of the Lenders have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services to the registrant and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

                         On the Effective Date, $26.8 million in outstanding secured letters of credit were transferred into the Facilities.

                         A copy of the Credit Agreement providing for the Facilities is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

        (b)            Amendment of Employment Agreement

                         On December 8, 2004, the registrant amended the employment agreement with Mark S. de Saram, Managing Director and CEO of the registrant’s wholly owned subsidiary Everest Reinsurance (Bermuda), Ltd. A copy of that amendment is filed herewith as Exhibit 10.2 and is incorporated herein by reference.