EVEREST RE GROUP, LTD.
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AMENDED 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 THURSDAY, 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 COMPANY'S Proxy Statement DATED 11 APRIL, 2003.
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 14, 2003
Hamilton, Bermuda
EVEREST RE GROUP, LTD.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
THURSDAY, MAY 22, 2003, 11:00 A.M.
ROYAL PAVILION HOTEL
PORTERS, ST. JAMES, BARBADOS
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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.
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SEE REVERSE
SIDE
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EVEREST RE GROUP, LTD.
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8523
EDISON, NJ 08818-8523
VOTER CONTROL NUMBER
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YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.
(FOR INTERNAL USE ONLY)
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PLEASE MARK YOUR | 6287
[X] VOTES AS IN THIS |
EXAMPLE. +---
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
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EVEREST RE GROUP, LTD.
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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.