UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
May 25, 2005

Everest Re Group, Ltd.

(Exact name of registrant as specified in its charter)

Bermuda   1-15731   98-0365432  
(State or other jurisdiction   (Commission   (IRS Employer  
of incorporation)   File Number)   Identification No.)  
           
Wessex House - 2nd Floor    
45 Reid Street
PO Box HM 845		    
Hamilton HM DX, Bermuda Not Applicable  
(Address of principal executive offices) (Zip Code)  

Registrant's telephone number, including area code 441-295-0006

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

                         At the Annual General Meeting of Shareholders held on May 25, 2005, the registrant’s shareholders approved amendments to the 2003 Everest Re Group, Ltd. Non-Employee Director Equity Compensation Plan (the “Directors’ Plan”) and the Everest Re Group, Ltd. Executive Performance Annual Incentive Plan (the “Executive Incentive Plan”) that had been recommended by the registrant’s Board of Directors. The amendments became effective immediately upon approval by the shareholders.

                         The amendment to the Directors’ Plan expanded the type and variety of awards available to non-employee directors to be comparable to those available for awards to employees under the Everest Re Group, Ltd. 2002 Stock Incentive Plan. As originally adopted, the Directors’ Plan provided for retainer awards through which a non-employee director could elect to receive his annual compensation in the form of shares of the registrant rather than in cash and for discretionary option awards through which a non-employee director could purchase, for a certain period of time, shares of the registrant at a specified exercise price. As a result of the amendment, the Directors’ Plan now also permits stock appreciation rights, restricted stock awards and stock awards to be awarded to non-employee directors.

                         The amendment to the Executive Incentive Plan increased the maximum award that may be paid to any one participant in a year from $2 million to $2.5 million.

                         On May 25, 2005 the registrant’s Board of Directors approved and adopted the form of Everest Re Group, Ltd. Restricted Stock Award Agreement to be used in connection with restricted stock awards under the Directors’ Plan.

                         Copies of the Directors’ Plan and the Executive Incentive Plan, in each case as amended, and the Restricted Stock Award Agreement, are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 9.01      FINANCIAL STATEMENTS AND EXHIBITS.

      Exhibits    
           
      Exhibit No. Description  
           
      10.1 Everest Re Group, Ltd. 2003 Non-Employee Director Equity  
        Compensation Plan, as amended May 25, 2005  
     
10.2		 Everest Re Group, Ltd. Executive Performance Annual Incentive  
        Plan, as amended May 25, 2005  
     
10.3		 Form of Restricted Stock Award Agreement under the Everest  
        Re Group, Ltd. 2003 Non-Employee Director Equity
Compensation Plan 		 



SIGNATURES

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

           
      EVEREST RE GROUP, LTD.    
             
      By: /s/ STEPHEN L. LIMAURO           
      Stephen L. Limauro    
         Executive Vice President and    
        Chief Financial Officer    



Dated: May 27, 2005



EXHIBIT INDEX

Exhibit 		       
Number   Description of Document   Page No.  
           
10.1   Everest Re Group, Ltd. 2003 Non-Employee      
    Director Equity Compensation Plan,      
    as amended May 25, 2005   5  

10.2		   Everest Re Group, Ltd. Executive Performance      
    Annual Incentive Plan, as amended May 25, 2005   14  

10.3		   Form of Restricted Stock Award Agreement      
    under the Everest Re Group, Ltd. 2003 Non-Employee      
    Director Equity Compensation Plan   18