EX-4.2



 Exhibit 4.2 

EVEREST REINSURANCE HOLDINGS, INC. 

4.868% Senior Note due June 5, 2044 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO EVEREST REINSURANCE HOLDINGS, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  

			
	 No.: R-1
 CUSIP No.: 299808 AF2
	  	Principal Amount: $400,000,000

  
  

			
	Regular Record Date:	  	close of business on the respective May 15 and November 15 (whether or not a Business Day) prior to the relevant Interest Payment Date
	Original Issue Date:	  	June 5, 2014
	Stated Maturity:	  	June 1, 2044
	Interest Payment Dates:	  	June 1 and December 1
	Interest Rate:	  	4.868% per annum
	Authorized Denomination:	  	$2,000 or any integral multiple of $1,000 in excess thereof

 EVEREST REINSURANCE HOLDINGS, INC., a Delaware corporation (the “Company,” which term
includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FOUR HUNDRED MILLION DOLLARS ($400,000,000) on
the Stated Maturity shown above and to pay interest thereon from the Original Issue Date shown above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on each Interest
Payment Date as specified above, commencing on December 1, 2014, and on the Stated Maturity and each Redemption Date at the rate per annum shown above (the “Interest Rate”) until the principal hereof is paid or made








 
available for payment and on any overdue principal and premium, if any, and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date (other than an Interest Payment Date that is the Stated Maturity or a Redemption Date) will, as provided in the Indenture, be paid to the Person in whose name this 4.868% Senior Note due June 1, 2044 (this
“Security”) is registered on the Regular Record Date as specified above next preceding such Interest Payment Date; provided, however, that any interest payable at Stated Maturity or on a Redemption Date will be paid to the
Person to whom principal is payable. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not
less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Securities of this series shall be listed, and
upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. 
 Payments of interest on this Security will include
interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this Security shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that
any date on which interest is payable on this Security is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any
such delay) with the same force and effect as if made on the date the payment was originally payable. “Business Day” means a day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in New
York, New York are authorized or obligated by law or executive order to remain closed. 
 Payment of principal of, premium, if any, and interest on the
Securities of this series shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, premium, if any, and interest on Securities
of this series represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global Security; provided, however, that in the case of payments of principal and premium, if any, such Global
Security is first surrendered to the Paying Agent. If any of the Securities of this series are no longer represented by a Global Security, (i) payments of principal, premium, if any, and interest due at the Stated Maturity or on a Redemption
Date shall be made at the office of the Paying Agent upon surrender of such Securities to the Paying Agent and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, (A) by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (B) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing
to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. 
 REFERENCE IS HEREBY MADE TO THE FURTHER
PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. 

  
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 Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
 Dated: June 5, 2014 
  

			
	EVEREST REINSURANCE HOLDINGS, INC.
		
	By:	 	/s/ SANJOY MUKHERJEE
		 	 Name: Sanjoy Mukherjee
 Title: Executive Vice
President, General Counsel and Secretary



  

			
		
	Attest:	 	/s/ KEVIN HELEWA
		 	 Name: Kevin Helewa
 Title: Assistant
Secretary



  
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 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 

			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	/s/ FRANCINE KINCAID
		
	Dated:	 	June 5, 2014



  
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 (Reverse of Security) 

This Security is one of a duly authorized issue of Securities of the Company (the “Securities”), issued and issuable in one or more series
under an Indenture, dated as of March 14, 2000, (the “Senior Indenture”) as supplemented by the Fourth Supplemental Indenture dated as of June 5, 2014 (the “Supplemental Indenture” and together with the
Senior Indenture, the “Indenture”), between the Company and The Bank of New York Mellon, as successor in interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (the “Trustee,” which
term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities issued thereunder and of the terms upon which said Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof as 4.868% Senior
Notes due June 1, 2044 in the initial aggregate principal amount of $400,000,000. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture. 

The Securities of this series will be redeemable, in whole or from time to time in part, at the option of the Company on any date (a
“Redemption Date”), at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed and (ii) the sum of the present values of the remaining scheduled payments
of principal and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus twenty-five
(25) basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such Redemption Date. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having
a maturity comparable to the remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities of this series. 
 “Comparable Treasury Price” means, with
respect to any Redemption Date for the Securities of this series, the average of the Reference Treasury Dealer Quotations for the Redemption Date. 

“Independent Investment Banker” means either Wells Fargo Securities, LLC or Citigroup Global Markets Inc. as selected by the
Company and any successor firm or, if each firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee after consultation with the Company. 

“Reference Treasury Dealer” means Wells Fargo Securities, LLC and Citigroup Global Markets Inc. and any two (2) other
primary treasury dealers (as defined herein) selected by the Company; provided, however, that (i) if any of the foregoing shall cease to be a primary treasury dealer in U.S. Government Securities (a “primary treasury
dealer”), the Company will substitute another primary treasury dealer in its place and (ii) if the Company fails to select a substitute within a reasonable period of time, then the substitute will be any other primary treasury dealer
selected by the Trustee after consultation with the Company. 

  
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 “Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by
such Reference Treasury Dealer at 5:00 p.m. New York City time on the third (3rd) Business Day preceding such Redemption Date. 

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue, expressed as a percentage of its principal amount, equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated
on the third (3rd) Business Day preceding the Redemption Date. 
 Notice of any
redemption by the Company will be mailed at least 30 days but not more than 60 days before any Redemption Date to each Holder of Securities of this series to be redeemed. If less than all the Securities of this series are to be redeemed at the
option of the Company, the Trustee shall select, in accordance with the procedures of the Depository Trust Company, the Securities of this series to be redeemed in whole or in part. The Trustee may select for redemption Securities of this series and
portions of Securities of this series in amounts of whole multiples of $1,000; provided, that the unredeemed portion of any Security of this series may not be less than $2,000. 

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion will be issued in the name of the Holder hereof upon the cancellation hereof. 
 Unless the Company defaults in payment of the
Redemption Price, on or after the Redemption Date, interest will cease to accrue on the Securities or portions of the Securities called for redemption. 

If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. 
 The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities of each series affected thereby at the time Outstanding. The Indenture contains provisions permitting the
Holders of not less than a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

  
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 No reference herein to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency of the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar and
duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and of like tenor and for the same aggregate principal amount, will be issued to the
designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than a majority in principal amount of the Outstanding Securities of this series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities of this series a direction inconsistent with such request and shall have
failed to institute any such proceeding for sixty (60) days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 The Indenture contains provisions for
defeasance at any time of the entire indebtedness of the Securities of this series and for covenant defeasance at any time of certain covenants in the Indenture upon compliance with certain conditions set forth in the Indenture. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to the limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same upon surrender of the Security or Securities to be exchanged at the office or agency of the Company. 

  
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 This Security shall be governed by, and construed in accordance with, the internal laws of the State of New York,
without regard to conflict of laws principles thereof. 

  
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 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according
to applicable laws or regulations: 
  

			
	TEN COM — as tenants in common	 	UNIF GIFT MIN ACT—                 Custodian
                
		 	                                      
      (Cust)                       (Minor)
		 	under Uniform Gifts to Minors Act
	TEN ENT— as tenants by the entireties	 	                                      
  
		 	            (State)
	 JT TEN — as joint tenants with rights of

                   survivorship and not as tenants

                   in common
	 	

 Additional abbreviations may also be used though not on the above list. 

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
                                 

(please insert Social Security or other identifying number of assignee)  

 
  
  

 
  

 
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING POSTAL ZIP CODE, OF ASSIGNEE 
 the within Security and all rights thereunder, hereby irrevocably constituting and appointing
                         agent to transfer said Security on the books of the Company, with full power of substitution in
the premises. 
  

			
	Dated:                                    
         	  	By:                                    
                                         
                                         
                               
		  	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever.


  
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