Exhibit 10.33


                                     FORM OF
                                 PARENT GUARANTY


         THIS  PARENT  GUARANTY,  dated  as  of  the  24th day of February, 2000
(this "Guaranty"), is made by EVEREST RE GROUP, LTD., a Bermuda corporation (the
"Guarantor"),  in favor of the  Guaranteed  Parties  (as  hereinafter  defined).
Capitalized  terms used herein without  definition shall have the meanings given
to them in the Credit Agreement referred to below.


                                    RECITALS

     A.  Everest  Reinsurance  Holdings,   Inc.,  a  Delaware  corporation  (the
"Borrower"),  certain banks and other financial institutions (collectively,  the
"Lenders"),  and First Union  National  Bank,  as  administrative  agent for the
Lenders (in such capacity, the "Administrative  Agent"), are parties to a Credit
Agreement,  dated as of December 21, 1999 (as amended,  modified or supplemented
from time to time, the "Credit  Agreement"),  providing for the  availability of
certain  credit  facilities  to the Borrower upon the terms and  conditions  set
forth  therein.  The Guarantor  owns all of the issued and  outstanding  capital
stock of the Borrower.  Unless otherwise defined herein,  capitalized terms used
herein  without  definition  shall have the meaning  given to them in the Credit
Agreement.

     B. It is a condition to the  approval by the Lenders of the  Restructuring,
and the application of certain exceptions to restrictive covenants applicable to
the Borrower and its  Subsidiaries set forth in the Credit  Agreement,  that the
Guarantor  shall have agreed,  by executing and  delivering  this  Guaranty,  to
guarantee  to the  Guaranteed  Parties  the  payment  in full of the  Guaranteed
Obligations (as hereinafter defined). The Guaranteed Parties are relying on this
Guaranty  in  their   decision  to  approve   the   Restructuring,   permit  the
aforementioned  exceptions,  and thereby continue the extension of credit to the
Borrower  under the terms of the Credit  Agreement,  and would not  continue and
maintain the credit  facility  under the terms of the Credit  Agreement upon the
terms as presented without this Guaranty.

     C. The  Guarantor  will  obtain  benefits as a result of the  extension  of
credit to the Borrower  under the Credit  Agreement,  which  benefits are hereby
acknowledged, and, accordingly, desires to execute and deliver this Guaranty.


                             STATEMENT OF AGREEMENT

     NOW,  THEREFORE,   in   consideration    of   the   foregoing   and   other
good     and     valuable     consideration,   the   receipt   and   sufficiency
of      which      are      hereby      acknowledged,      to     induce     the

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Guaranteed Parties to continue the extension of credit to the Borrower under the
terms of the Credit Agreement, the Guarantor hereby agrees as follows:

     1.  GUARANTY.  (a) The   Guarantor   hereby   irrevocably,  absolutely  and
     unconditionally:

         (i)  guarantees  (a)  to  the  Lenders  and  the  Administrative  Agent
     (collectively, the "Guaranteed Parties") the full  and  prompt  payment, at
     any  time  and  from  time  to  time as and when due (whether at the stated
     maturity, by acceleration or otherwise), of all Obligations of the Borrower
     under the Credit Agreement  and  the  other  Credit  Documents,  including,
     without limitation, all principal of and interest on the  Loans,  all fees,
     expenses,  indemnities  and other amounts payable by the Borrower under the
     Credit  Agreement or any other Credit Document (including interest accruing
     after the filing of a petition or commencement of a case by or with respect
     to the Borrower seeking relief under any applicable federal  and state laws
     pertaining   to  bankruptcy,   reorganization,   arrangement,   moratorium,
     readjustment of debts,  dissolution,  liquidation  or  other debtor relief,
     specifically  including,  without  limitation, the Bankruptcy  Code and any
     fraudulent  transfer  and   fraudulent   conveyance   laws   (collectively,
     "Insolvency Laws"),  whether or  not the claim for such interest is allowed
     in such proceeding), and all Obligations that, but for the operation of the
     automatic  stay  under Section 362(a) of the Bankruptcy Code, would  become
     due, and (b) to each applicable Lender in its capacity as a counterparty to
     any Hedge Agreement  with  the  Borrower  required  or  permitted under the
     Credit  Agreement,  all  obligations  of  the  Borrower  under  such  Hedge
     Agreement, in each case under (a) and (b) whether now existing or hereafter
     created or  arising and whether direct or indirect, absolute or contingent,
     due or to become due (all liabilities  and  obligations  described  in this
     clause (i), collectively, the "Guaranteed Obligations"); and

         (ii) agrees  to  pay  or  reimburse  upon  demand  all  reasonable  and
     documented costs and expenses (including,  without  limitation,  reasonable
     and  documented  attorneys' fees  and expenses) incurred or paid by (y) any
     Guaranteed  Party  in  connection  with  any  suit, action or proceeding to
     enforce or protect any rights of  the  Guaranteed Parties hereunder and (z)
     the Administrative Agent in connection with any amendment,  modification or
     waiver  hereof  or  consent pursuant hereto, and to indemnify and hold each
     Guaranteed  Party  and  its  directors,  officers,  employees,  agents  and
     Affiliates harmless from and against any and  all  claims, losses, damages,
     obligations, liabilities, penalties, costs and expenses (including, without
     limitation,  reasonable and documented attorneys' fees and expenses) of any
     kind or nature whatsoever,  whether direct, indirect or consequential, that
     may at  any  time  be  imposed on, incurred by or asserted against any such
     indemnified  party  as  a result of, arising from or in any way relating to
     this   Guaranty  or  the   collection  or  enforcement  of  the  Guaranteed
     Obligations; PROVIDED, HOWEVER, that no indemnified  party  shall  have the
     right  to  be  indemnified hereunder for any such claims, losses, costs and
     expenses  to  the  extent  resulting from  the  gross negligence or willful
     misconduct  of  such  indemnified  party  (all  liabilities and obligations
     described  in  this clause (ii), collectively, the "Other Obligations"; and
     the Other Obligations, together with the Guaranteed Obligations, the "Total
     Obligations").

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     (b) The guaranty of the  Guarantor  set forth in this Section is a guaranty
of payment as a primary obligor, and not a guaranty of collection.

     2. GUARANTY ABSOLUTE.  The Guarantor agrees that its obligations  hereunder
are irrevocable,  absolute and unconditional,  are independent of the Guaranteed
Obligations  and other  security  therefor  or other  guaranty or  liability  in
respect thereof,  whether given by the Guarantor or any other Person,  and shall
not be  discharged,  limited  or  otherwise  affected  by  reason  of any of the
following, whether or not the Guarantor has notice or knowledge thereof:

         (i)  any  change in the time,  manner or place of payment of, or in any
     other  term  of,  any  Guaranteed  Obligations  or  any  guaranty  or other
     liability in respect thereof, or any amendment,  modification or supplement
     to, restatement  of, or consent to any rescission or waiver of or departure
     from,  any  provisions  of  the Credit Agreement, any other Credit Document
     or  any   agreement  or  instrument  delivered   pursuant  to  any  of  the
     foregoing;

         (ii) the invalidity or unenforceability of any Guaranteed  Obligations,
     any guaranty or other liability in respect thereof or any provisions of the
     Credit   Agreement,   any  other   Credit  Document  or  any  agreement  or
     instrument delivered pursuant to any of the foregoing;

         (iii) the  taking,  acceptance  or  release  of other guarantees of any
     Guaranteed  Obligations or other security for any Guaranteed Obligations or
     for any guaranty or other liability in respect thereof;

         (iv) any  discharge,  modification,  settlement,  compromise  or  other
     action in  respect  of  any  Guaranteed  Obligations  or  any  guaranty  or
     other  liability in respect  thereof,  including any  acceptance or refusal
     of any  offer or performance with respect to the same or the  subordination
     of the same to the payment of any other obligations;

         (v)  any agreement not to pursue or  enforce  or any  failure to pursue
     or  enforce (whether  voluntarily or involuntarily as a result of operation
     of  law,  court  order  or otherwise) any right or remedy in respect of any
     Guaranteed  Obligations,  any  guaranty  or  other  liability  in   respect
     thereof  or  any  other  security  for any of the  foregoing;  or any sale,
     exchange, release, substitution,  compromise or other action in respect  of
     any other security;

         (vi) any    bankruptcy,   reorganization,   arrangement,   liquidation,
     insolvency,  dissolution,   termination,   reorganization  or  like  change
     in  the  corporate  structure  or  existence of  the  Borrower or any other
     Person directly or indirectly liable for any Guaranteed Obligations;

          vii) any  manner  of  application  of  any   payments  by  or  amounts
     received   or  collected  from  any   Person,  by   whomsoever   paid   and
     howsoever   realized,    whether   in   reduction    of   any    Guaranteed
     Obligations   or   any   other   obligations   of   the   Borrower  or  any

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     other Person  directly or indirectly liable for any Guaranteed Obligations,
     regardless of what  Guaranteed Obligations may remain unpaid after any such
     application; or

         (viii) any other circumstance that might otherwise  constitute  a legal
     or equitable  discharge of, or a defense, set-off or counterclaim available
     to,  the  Borrower,  the  Guarantor or  a  surety or  guarantor  generally,
     other  than  the  occurrence  of all of the  following:  (x) the payment in
     full  of  the  Total  Obligations,  (y) the termination of the  Commitments
     under  the  Credit  Agreement,  and (z) the termination  of, and settlement
     of  all  obligations  of  the Borrower under, each Hedge Agreement to which
     the  Borrower  and  any  Lender are parties (the events in clauses (x), (y)
     and (z) above, collectively, the "Termination Requirements").

     3.  CERTAIN  WAIVERS.  The  Guarantor  hereby  knowingly,  voluntarily  and
expressly waives:

         (i)  presentment, demand for payment,  demand for performance,  protest
     and notice of any other  kind,  including,  without  limitation,  notice of
     nonpayment  or  other  nonperformance  (including  notice of  default under
     any   Credit  Document   with   respect  to  any  Guaranteed  Obligations),
     protest,  dishonor,  acceptance  hereof,  extension of additional credit to
     the  Borrower  and  of  any of the matters  referred to in Section 2 and of
     any rights to consent thereto;

         (ii) any  right to require the Guaranteed Parties or any of them, as  a
     condition of payment or performance by  the Guarantor hereunder, to proceed
     against, or to exhaust or have resort to any security from or  any  deposit
     balance  or  other  credit  in  favor  of, the Borrower or any other Person
     directly or indirectly  liable for any Guaranteed Obligations, or to pursue
     any other remedy or enforce any other right; and any other defense based on
     an  election  of  remedies with  respect to any security for any Guaranteed
     Obligations  or  for  any  guaranty  or other liability in respect thereof,
     notwithstanding that any such  election (including any failure to pursue or
     enforce  any  rights  or  remedies)  may  impair or extinguish any right of
     indemnification,  contribution, reimbursement or subrogation or other right
     or remedy of the  Guarantor  against  the  Borrower  or  any  other  Person
     directly or indirectly liable for any Guaranteed  Obligations  or  any such
     Collateral  or  other security; and, without limiting the generality of the
     foregoing,  the  Guarantor  hereby  specifically  waives  the  benefits  of
     Sections 26-7 through 26-9,  inclusive,  of  the  General Statutes of North
     Carolina, as amended from time to time, and any similar  statute  or law of
     any other jurisdiction, as the same may be amended from time to time;

         (iii) any right or defense  based on or  arising by reason of any right
     or  defense  of  the  Borrower  or any  other  Person,  including,  without
     limitation,  any  defense  based  on or arising from a lack of authority or
     other  disability  of  the  Borrower or any other Person, the invalidity or
     unenforceability  of  any  Guaranteed  Obligations,  or any Credit Document
     or  other  agreement  or  instrument  delivered  pursuant  thereto,  or the
     cessation   of  the  liability  of  the  Borrower for any reason other than
     the satisfaction of the Termination Requirements;

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         (iv) any defense based on any  Guaranteed  Party's acts or omissions in
     the administration of the Guaranteed Obligations, and any guaranty or other
     liability in respect thereof;

         (v)  any right to assert against any Guaranteed  Party,  as a  defense,
     counterclaim,  crossclaim  or  set-off,  any  defense, counterclaim, claim,
     right  of  recoupment  or  set-off that it may at any time have against any
     Guaranteed Party (including, without limitation, failure of  consideration,
     statute of limitations, payment, accord and satisfaction  and usury), other
     than compulsory counterclaims; and

         (vi) any defense based on or afforded by any applicable law that limits
     the liability of or  exonerates  guarantors  or sureties or that may in any
     other way conflict with the terms of this Guaranty.

     4. STANDSTILL ON SUBROGATION; SUBORDINATION. Notwithstanding any payment or
payments made by the Guarantor hereunder, or any set-off or application of funds
of the Guarantor by the Administrative  Agent or any Lender, the Guarantor shall
not be  entitled  to be  subrogated  to any of the rights of the  Administrative
Agent or any Lender  against the  Borrower or against  any  collateral  or other
security or guarantee or right of offset held by the Administrative Agent or any
Lender for the payment of the  Guaranteed  Obligations,  nor shall the Guarantor
seek or be entitled to seek any contribution or reimbursement  from the Borrower
in respect of payments made by the Guarantor hereunder,  until all amounts owing
to the  Administrative  Agent and the Lenders by the  Borrower on account of the
Guaranteed   Obligations  are  paid  in  full  and  the  Commitments  have  been
terminated.  The Guarantor agrees that all  indebtedness and other  obligations,
whether now or  hereafter  existing,  of the Borrower or any  Subsidiary  of the
Borrower to the Guarantor,  including, without limitation, any such indebtedness
in any proceeding  under the Bankruptcy Code and any  intercompany  receivables,
together with any interest thereon,  shall be, and hereby are,  subordinated and
made junior in right of payment to the Total Obligations.  The Guarantor further
agrees that if any amount shall be paid to or any  distribution  received by the
Guarantor  (i) on  account  of any  such  indebtedness  at any  time  after  the
occurrence and during the continuance of an Event of Default, or (ii) on account
of any such rights of subrogation,  indemnity,  contribution or reimbursement at
any time prior to the satisfaction of the Termination Requirements,  such amount
or  distribution  shall be deemed to have been  received and to be held in trust
for the benefit of the Guaranteed  Parties,  and shall forthwith be delivered to
the Administrative  Agent in the form received (with any necessary  endorsements
in the case of  written  instruments),  to be  applied  against  the  Guaranteed
Obligations,  whether  or not  matured,  in  accordance  with  the  terms of the
applicable  Credit  Documents  and without in any way  discharging,  limiting or
otherwise  affecting the liability of the Guarantor under any other provision of
this Guaranty.

     5.  COVENANTS.   The  Guarantor   covenants  and  agrees  that,  until  the
termination  of the  Commitments,  and the payment in full of all  principal and
interest with respect to the Loans  together with all other amounts then due and
owing under the Credit Agreement:

     (a) The  Guarantor  will  deliver (or will cause to be  delivered)  to each
Lender:

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         (i)  As  soon as available and in any event within fifty-five (55) days
     after the end of each of the first  three  fiscal  quarters  of each fiscal
     year, beginning with the fiscal quarter  ending  March 31, 2000,  unaudited
     consolidated  and,  to  the  extent   otherwise   prepared   for   external
     distribution,  consolidating  balance  sheets  of  the  Guarantor  and  its
     Subsidiaries  as  of  the  end  of  such  fiscal  quarter   and   unaudited
     consolidated   and,   to  the  extent  otherwise   prepared  for   external
     distribution, consolidating statements  of income, stockholders' equity and
     cash flows for the Guarantor and its Subsidiaries for  the  fiscal  quarter
     then ended and for that portion of the fiscal year then ended, in each case
     setting forth  comparative  consolidated or consolidating figures as of the
     end of and for the corresponding period in  the  preceding fiscal year, all
     prepared  in  accordance  with  GAAP  (subject  to  the  absence  of  notes
     required  by GAAP and subject to normal year-end audit adjustments) applied
     on a basis consistent with  that  of  the  preceding  quarter or containing
     disclosure  of  the  effect  on  the  financial  condition  or  results  of
     operations  of  any  change in the application of accounting principles and
     practices during such quarter;

         (ii) As  soon  as  available and in any event within 120 days after the
     end of each fiscal year, beginning with the fiscal year ending December 31,
     2000, (i) an audited consolidated balance sheet of  the  Guarantor and  its
     Subsidiaries  as  of  the  end of such fiscal year and audited consolidated
     statements of income, stockholders' equity and cash flows for the Guarantor
     and  its  Subsidiaries  for  the  fiscal  year  then  ended,  including the
     applicable  notes, in each case setting forth comparative figures as of the
     end  of  and  for  the  preceding fiscal year, certified by the independent
     certified public accounting firm  regularly  retained  by  the Guarantor or
     another independent certified public accounting firm of recognized national
     standing,  together  with  (y) a report thereon by such accountants that is
     not  qualified as to going concern or scope of audit and to the effect that
     such  financial  statements  present  fairly  the  consolidated   financial
     condition and results of operations of the Guarantor and  its  Subsidiaries
     as  of  the  dates  and  for  the periods indicated in accordance with GAAP
     applied on a basis consistent with that of the preceding year or containing
     disclosure  of  the  effect  on  the  financial  condition  or  results  of
     operations  of  any  change in the application of accounting principles and
     practices  during  such  year,  and (z) a report by such accountants to the
     effect  that,  based  on  and  in  connection with their examination of the
     financial statements of the Guarantor and its Subsidiaries,  they  obtained
     no knowledge  of  the  occurrence  or  existence of any Default or Event of
     Default relating to  accounting  or  financial  reporting  matters,  or   a
     statement specifying the nature and period of existence of any such Default
     or  Event of Default disclosed by their audit; provided, however, that such
     accountants  shall  not  be  liable  by  reason  of  the  failure to obtain
     knowledge of any Default or Event of Default that would not be disclosed or
     revealed in the course of their audit examination, and (ii) to  the  extent
     otherwise  prepared,  an  unaudited  consolidating  balance  sheet  of  the
     Guarantor and its  Subsidiaries  as  of  the  end  of  such fiscal year and
     unaudited consolidating statements of income, stockholders' equity and cash
     flows for  the  Guarantor  and  its  Subsidiaries  for the fiscal year then
     ended, all in reasonable detail;

         (iii) As   soon   as   available   and   in   any   event within fifty-
     five   (55)   days   after   the   end   of   each   of   the   first three
     fiscal   quarters  of   each  fiscal   year  (or,  in  the  case of Everest

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     Insurance Company of Canada and  Everest  Bermuda, within fifteen (15) days
     after the required filing date), beginning with the fiscal  quarter  ending
     March 31, 2000, a Quarterly Statement of each of its Insurance Subsidiaries
     as of the end  of  such  fiscal  quarter and for that portion of the fiscal
     year then ended, in the form filed with the  relevant  Insurance Regulatory
     Authority,  prepared  in  accordance with SAP applied on a basis consistent
     with  that  of the preceding quarter or containing disclosure of the effect
     on the financial condition or  results  of  operations of any change in the
     application of accounting principles and practices during such quarter;

         (iv) As soon as available  and  in  any  event within seventy-five (75)
     days  after  the  end  of  each  fiscal  year  (or,  in the case of Everest
     Insurance  Company  of Canada and Everest Bermuda, within fifteen (15) days
     after  the  required  filing  date),  beginning with the fiscal year ending
     December  31,  2000,  an  Annual  Statement  of  each  of   its   Insurance
     Subsidiaries as of the end of such fiscal year and for the fiscal year then
     ended,  in the form filed with the relevant Insurance Regulatory Authority,
     prepared in  accordance with SAP applied on a basis consistent with that of
     the preceding year or containing  disclosure of the effect on the financial
     condition or  results  of  operations  of  any change in the application of
     accounting principles and practices during such year;

         (v)  As  soon  as  available and in any event within 135 days after the
     end of each fiscal year, beginning with the fiscal year ending December 31,
     2000, an  unaudited  consolidated  balance  sheet  of the Guarantor and its
     Insurance  Subsidiaries  (excluding Everest Insurance Company of Canada and
     Everest  Bermuda)  as  of  the  end  of  such  fiscal  year  and  unaudited
     consolidated statements of income, stockholders' equity and cash  flows for
     the  Guarantor  and  its  Insurance  Subsidiaries  for the fiscal year then
     ended, in each case  setting  forth  comparative consolidated figures as of
     the end of and for the preceding  fiscal  year, all prepared in  accordance
     with  SAP  applied on a basis consistent with that of the preceding year or
     containing  disclosure  of the effect on the financial condition or results
     of operations of any change in the application of accounting principles and
     practices during such year;

         (vi) As  soon  as  available and in any event within 165 days after the
     end of each fiscal year, beginning with the fiscal year ending December 31,
     2000 (but only if and to the extent required by  the  applicable  Insurance
     Regulatory   Authority  with  regard  to   any  Insurance   Subsidiary),  a
     certification by the  independent certified public accounting firm referred
     to  in  clause  (ii)  as  to  the  Annual  Statement of each such Insurance
     Subsidiary  as  of the end of such fiscal year and for the fiscal year then
     ended,  together  with  a  report  thereon  by such accountants that is not
     qualified as to going concern or scope of audit and to the effect that such
     financial statements  present  fairly  the consolidated financial condition
     and  results  of operations of such Insurance Subsidiary as of the date and
     for the period  indicated  in  accordance  with  SAP  applied  on  a  basis
     consistent with that of the preceding year or  containing disclosure of the
     effect  on the financial position or results of operations of any change in
     the application of accounting principles and practices during such year;

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         (vii) Concurrently  with  each  delivery  of  the financial  statements
     described  in  clauses (i) through  (iv), a Compliance  Certificate  in the
     form of  Exhibit C-1  to  the  Credit  Agreement with respect to the period
     covered  by  the financial statements then being delivered, executed by the
     chief  financial  officer,  comptroller  or  treasurer  of  the  Guarantor,
     together  with  a Covenant Compliance  Worksheet reflecting the computation
     of the financial covenants set forth in such Covenant Compliance  Worksheet
     as of the last day of the period covered by such financial statements;

         (viii) As soon as  available  and in any event prior to the end of each
     fiscal year, beginning with the fiscal year ending  December  31,  2000,  a
     complete  set  of  projections  for Guarantor and its Subsidiaries for each
     of  the  succeeding  fiscal  years  remaining  through  the  Maturity Date,
     consisting   of   consolidated   balance   sheets  and   income  statements
     prepared based on GAAP principles, and

         (ix) Promptly  upon  the  sending, filing or receipt thereof, copies of
     (i) all financial statements, reports,  notices  and  proxy statements that
     the  Guarantor  or  any  of  its  Subsidiaries shall send or make available
     generally  to its shareholders, (ii) all reports (other than earnings press
     releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or
     registration statements and prospectuses (other than on  Form  S-8  or  its
     successor  form) that the Guarantor or any of its Subsidiaries shall render
     to  or  file  with  the  Securities  and  Exchange Commission, the National
     Association  of  Securities  Dealers,  Inc.  or  any  national   securities
     exchange,  (iii)  all  reports  on  Form A (or any successor form) that any
     Insurance  Subsidiary  shall  file with any Insurance Regulatory Authority,
     (iv)  all  material  reports  on  examination  or similar material reports,
     financial  examination reports or market conduct examination reports by the
     NAIC  or any Insurance Regulatory Authority or other Governmental Authority
     with respect to any Insurance  Subsidiary's insurance business, and (v) all
     material filings made under applicable state insurance holding company acts
     by the Guarantor or any of its Subsidiaries, including, without limitation,
     filings seeking approval of transactions with Affiliates.

     (b) The  Guarantor  will (i) maintain and preserve in full force and effect
its corporate existence and (ii) obtain, maintain and preserve in full force and
effect  all  other  rights,  franchises,   licenses,  permits,   certifications,
approvals and authorizations required by Governmental  Authorities and necessary
to the  ownership,  occupation  or use of its  properties  or the conduct of its
business,  except to the  extent the  failure  to do so would not be  reasonably
likely to have a Material Adverse Effect.

     (c) The Guarantor will comply in all respects with all  Requirements of Law
applicable  in respect of the  conduct of its  business  and the  ownership  and
operation of its properties, except to the extent the failure so to comply would
not have, or be reasonably likely to have, a Material Adverse Effect.

     (d) The  Guarantor  will  pay and  discharge  all  taxes,  assessments  and
governmental  charges  or  levies  imposed  upon  it, upon its income or profits
or  upon  any  of  its  properties,  prior  to  the  date  on  which   penalties
would   attach   thereto,  and   all   lawful  claims  that,  if  unpaid,  might

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become a Lien upon any of the  properties of the Guarantor;  provided,  however,
that the  Guarantor  shall  not be  required  to pay any such  tax,  assessment,
charge,  levy or claim  that is being  contested  in good  faith  and by  proper
proceedings and as to which the Guarantor is maintaining  adequate reserves with
respect thereto in accordance with GAAP.

     (e) The Guarantor will (i) maintain  adequate books,  accounts and records,
in  which  full,  true  and  correct  entries  shall  be made  of all  financial
transactions  in  relation  to its  business  and  properties,  and  prepare all
financial  statements  required under this Guaranty,  in each case in accordance
with GAAP or SAP, as applicable,  and in compliance with the requirements of any
Governmental Authority having jurisdiction over it, and (ii) permit employees or
agents of the  Administrative  Agent or any Lender to inspect its properties and
examine or audit its books, records, working papers and accounts and make copies
and  memoranda of them,  and to discuss its affairs,  finances and accounts with
its officers and employees  and, upon notice to the Guarantor,  the  independent
public  accountants  of the  Guarantor  (and by  this  provision  the  Guarantor
authorizes such accountants to discuss the finances and affairs of the Guarantor
and its Subsidiaries),  all at such times and from time to time, upon reasonable
notice and during business hours, as may be reasonably requested.

     (f) The Guarantor  will not liquidate,  wind up or dissolve,  or enter into
any  consolidation,  merger  or  other  combination,  or  agree to do any of the
foregoing (other than the Restructuring  provided that the conditions of Section
3.3.  of the  Credit  Agreement  are  satisfied);  provided,  however,  that the
Guarantor may merge into or consolidate with any other Person so long as (y) the
surviving  corporation  shall be the Guarantor unless the surviving  corporation
expressly  assumes the obligations of this Guaranty,  and (z) immediately  after
giving effect thereto, no Default or Event of Default would exist.

     (g) The  Guarantor  will not create,  incur,  assume or suffer to exist any
Indebtedness other than:

         (i)  Indebtedness incurred by the Guarantor,  provided  that  any  such
     Indebtedness  shall  rank  either  pari passu  in  right of  payment to the
     Guaranteed  Obligations  or  be  subordinated  in right and time of payment
     to the Guaranteed Obligations;

         (ii) indorsements  of  negotiable instruments in the ordinary course of
     business;

         (iii) accrued  expenses  (including   salaries,  accrued  vacation  and
     other compensation), current trade  or other  accounts  payable  and  other
     current  liabilities  arising  in  the  ordinary course of business and not
     incurred  through  the  borrowing of  money,  provided  that the same shall
     be  paid  when  due  except to the extent being contested in good faith and
     by appropriate proceedings;

         (iv) loans  and  advances  by  the  Guarantor  to any Subsidiary of the
     Guarantor; and

         (v)  Indebtedness in connection with Permitted Liens.

                                       9
<PAGE>
     (h) The Guarantor will not directly or  indirectly,  make,  create,  incur,
assume or suffer to exist, or enter into or suffer to exist any agreement (other
than the Credit  Documents) or  restriction  that  prohibits or  conditions  the
creation, incurrence or assumption of, any Lien upon or with respect to any part
of its property or assets,  whether now owned or hereafter acquired, or agree to
do any of the foregoing, other than the following:

         (i)  Liens imposed by law, such as  Liens  of  carriers,  warehousemen,
     mechanics,  materialmen  and  landlords,  and  other similar Liens incurred
     in  the  ordinary  course  of business for sums not  constituting  borrowed
     money  that  are  not  overdue  for a period of more than  thirty (30) days
     or  that  are  being  contested  in good faith by  appropriate  proceedings
     and  for  which  adequate  reserves  have  been  established  in accordance
     with GAAP;

         (ii) Liens  (other  than  any  Lien  imposed  by ERISA, the creation or
     incurrence  of  which  would  result  in an  Event  of  Default  under  the
     Credit Agreement) incurred in the ordinary course of business in connection
     with  workers'  compensation,  unemployment  insurance  or  other  forms of
     governmental  insurance  or  benefits,  or  to secure  the  performance  of
     letters  of  credit,  bids,  tenders,  statutory  obligations,  surety  and
     appeal    bonds,   leases,   government   contracts   and   other   similar
     obligations  (other  than  obligations  for borrowed money) entered into in
     the ordinary course of business;

         (iii) Liens  for  taxes,  assessments  or other governmental charges or
     statutory obligations that are not  delinquent  or remain  payable  without
     any penalty  or that are  being  contested  in good  faith  by  appropriate
     proceedings  and  for  which  adequate  reserves  have been  established in
     accordance with GAAP;

         (iv) Liens in connection with pledges and  deposits  made  pursuant  to
     statutory and regulatory requirements of Insurance  Regulatory  Authorities
     by an Insurance  Subsidiary in the ordinary course of its business, for the
     purpose  of  securing  regulatory  capital  or  satisfying  other financial
     responsibility requirements;

         (v)  Liens upon cash and United States government and agency securities
     of  the Guarantor and its Subsidiaries,  securing  obligations  incurred in
     connection   with  reverse   repurchase   transactions  and  other  similar
     investment  management  transactions  of  such types and in such amounts as
     are  customary  for  companies  similar  to the Guarantor in size and lines
     of  business  and   that  are  entered   into  by  the  Guarantor  and  its
     Subsidiaries in the ordinary course of business;

         (vi) Purchase  money  Liens  upon real or personal property used by the
     Guarantor  in  the  ordinary  course of its business, securing Indebtedness
     incurred  solely  to  pay  all  or  a portion of the purchase price thereof
     (including  in  connection  with capital leases, and including mortgages or
     deeds of trust upon real  property and improvements thereon), PROVIDED that
     the aggregate principal amount at any time outstanding  of all indebtedness
     secured  by  such  Liens  does  not  exceed  an  amount  equal to 5% of the
     value  of  the  total  assets  of  the  Guarantor  and  its Subsidiaries at
     such  time, determined  on  a  consolidated   basis  in   accordance   with
     GAAP  as    of    the    date    of    the    financial    statements    of

                                       10
<PAGE>
     the Guarantor and its Subsidiaries  most  recently  delivered under SECTION
     5(A)(I) or (II) prior to such time, and PROVIDED FURTHER that any such Lien
     (i) shall attach to such property concurrently with or within ten (10) days
     after the  acquisition  thereof by the Guarantor, (ii) shall not exceed the
     lesser of (y) the  fair market value of  such  property  or  (z)  the  cost
     thereof  to  the Guarantor, and (iii) shall not encumber any other property
     of the Guarantor;

         (vii) Any  attachment  or  judgment Lien not  constituting  an Event of
     Default under the Credit Agreement that is being contested in good faith by
     appropriate   proceedings  and  for  which  adequate   reserves  have  been
     established in accordance with GAAP;

         (viii) With respect to any real  property  occupied by the Guarantor or
     any  of  its  Subsidiaries,  all  easements,  rights  of  way, licenses and
     similar  encumbrances  on title  that do not  materially  impair the use of
     such property for its intended purposes;

         (ix) Liens  on  Borrower  Margin  Stock,  to the extent the fair market
     value thereof  exceeds  25% of the fair  market value of the  assets of the
     Borrower and its Subsidiaries (including Borrower Margin Stock); and

         (x)  Liens  in  favor  of  the  trustee or agent under any agreement or
     indenture relating to Indebtedness of the Guarantor  and  its  Subsidiaries
     permitted  under  this  Agreement,  covering  sums required to be deposited
     with such trustee or agent thereunder.

     (i) The  Guarantor  will  not,  and will  not  permit  or cause  any of its
Subsidiaries  to, make or permit any material change in its accounting  policies
or reporting  practices,  except as may be required or permitted by GAAP or SAP,
as applicable;

     (j) The  Guarantor  will not cease to own  directly  100% of the issued and
outstanding capital stock of the Borrower.

     6. PAYMENTS; APPLICATION; SET-OFF.

     (a) The Guarantor  agrees that, upon the failure of the Borrower to pay any
Guaranteed  Obligations  when and as the same shall  become due  (whether at the
stated maturity,  by acceleration or otherwise),  and without  limitation of any
other  right or remedy that any  Guaranteed  Party may have at law, in equity or
otherwise against the Guarantor, the Guarantor will forthwith pay or cause to be
paid to the Administrative  Agent, for the benefit of the Guaranteed Parties, an
amount equal to the amount of the Guaranteed  Obligations  then due and owing as
aforesaid.

     (b) All payments made by the Guarantor hereunder will be made in Dollars to
the Administrative Agent, without set-off, counterclaim or other defense and, in
accordance  with  and to the  extent  provided  in  Section  2.16 of the  Credit
Agreement,  free  and  clear  of  and  without  deduction  for  any  Taxes,  the
Guarantor  hereby  agreeing  to  comply  with  and be bound by the provisions of
Section 2.16 of  the  Credit  Agreement  in respect of all payments  made by  it

                                       11
<PAGE>
hereunder and the provisions of which Section are hereby  incorporated  into and
made a part of this Guaranty by this reference as if set forth herein at length.

     (c) All payments made hereunder shall be applied upon receipt as follows:

         (i)  first,  to  the  payment  of  all  Other  Obligations owing to the
     Administrative Agent;

         (ii) second, after  payment in full of the amounts  specified in clause
     (i) above, to the ratable payment of all other Total  Obligations  owing to
     the Guaranteed Parties; and

         (iii) third, after payment in full of the amounts  specified in clauses
     (i) and (ii) above, and following the termination of this Guaranty,  to the
     Guarantor  or  any  other   Person  lawfully   entitled  to   receive  such
     surplus.

     (d) For purposes of applying  amounts in accordance with this Section,  the
Administrative  Agent shall be entitled to rely upon any  Guaranteed  Party that
has entered into a Hedge Agreement with the Borrower for a determination  (which
such Guaranteed  Party agrees to provide or cause to be provided upon request of
the Administrative Agent) of the outstanding Guaranteed Obligations owed to such
Guaranteed Party under any such Hedge Agreement.  Unless it has actual knowledge
(including  by way of  written  notice  from any such  Guaranteed  Party) to the
contrary,  the Administrative  Agent, in acting hereunder,  shall be entitled to
assume  that no Hedge  Agreements  or  Obligations  in  respect  thereof  are in
existence between any Guaranteed Party and the Borrower.

     (e) The  Guarantor  shall  remain  liable to the  extent of any  deficiency
between the amount of all payments made  hereunder  and the aggregate  amount of
the sums referred to in clauses (i) and (ii) of subsection (c) above.

     (f) In addition to all other rights and remedies available under the Credit
Documents  or  applicable  law or  otherwise,  upon  and at any time  after  the
occurrence and during the  continuance of any Event of Default,  each Guaranteed
Party may, and is hereby authorized by the Guarantor,  at any such time and from
time to time,  to the  fullest  extent  permitted  by  applicable  law,  without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby knowingly and expressly waived by the Guarantor,  to set off and to apply
any and all deposits (general or special, time or demand,  provisional or final)
and any other property at any time held  (including at any branches or agencies,
wherever  located),  and any  other  indebtedness  at any  time  owing,  by such
Guaranteed  Party to or for the credit or the account of the  Guarantor  against
any or all  of  the  obligations  of the  Guarantor  to  such  Guaranteed  Party
hereunder  now or hereafter  existing,  whether or not such  obligations  may be
contingent or unmatured,  the Guarantor hereby granting to each Guaranteed Party
a  continuing  security  interest in and Lien upon all such  deposits  and other
property as security  for such  obligations.  Each  Guaranteed  Party  agrees to
notify the Guarantor promptly after any such set-off and application;  provided,
HOWEVER,  that the failure to give such notice  shall not affect the validity of
such set-off and application.

                                       12
<PAGE>
     7. NO WAIVER.  The rights and remedies of the Guaranteed  Parties expressly
set forth in this Guaranty and the other Credit  Documents are cumulative and in
addition to, and not  exclusive  of, all other rights and remedies  available at
law, in equity or otherwise.  No failure or delay on the part of any  Guaranteed
Party in  exercising  any right,  power or privilege  shall  operate as a waiver
thereof,  nor shall any single or partial  exercise of any such right,  power or
privilege  preclude any other or further exercise thereof or the exercise of any
other right, power or privilege or be construed to be a waiver of any Default or
Event of  Default.  No course of dealing  between any of the  Guarantor  and the
Guaranteed  Parties or their  agents or  employees  shall be effective to amend,
modify or discharge any provision of this Guaranty or any other Credit  Document
or to  constitute  a waiver of any Default or Event of Default.  No notice to or
demand upon the  Guarantor in any case shall  entitle the Guarantor to any other
or further  notice or demand in similar or other  circumstances  or constitute a
waiver of the right of any  Guaranteed  Party to exercise any right or remedy or
take any other or further action in any circumstances without notice or demand.

     8.  ENFORCEMENT.  The Guaranteed  Parties agree that, except as provided in
SECTION 6(F),  this Guaranty may be enforced only by the  Administrative  Agent,
acting  upon the  instructions  or with the consent of the  Required  Lenders as
provided for in the Credit  Agreement,  and that no Guaranteed  Party shall have
any right individually to enforce or seek to enforce this Guaranty or to realize
upon  any  collateral  or  other  security  given  to  secure  the  payment  and
performance of the  Guarantor's  obligations  hereunder.  The obligations of the
Guarantor  hereunder  are  independent  of  the  Guaranteed  Obligations,  and a
separate action or actions may be brought  against the Guarantor  whether or not
action is brought against the Borrower and whether or not the Borrower is joined
in any such action.  The Guarantor  agrees that to the extent all or part of any
payment  of the  Guaranteed  Obligations  made  by any  Person  is  subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid by or on behalf of any Guaranteed Party to a trustee,  receiver or any
other  party  under any  Insolvency  Laws (the  amount  of any such  payment,  a
"Reclaimed Amount"), then, to the extent of such Reclaimed Amount, this Guaranty
shall  continue  in full force and effect or be revived and  reinstated,  as the
case may be, as to the  Guaranteed  Obligations  intended to be  satisfied as if
such payment had not been received; and the Guarantor acknowledges that the term
"Guaranteed Obligations" includes all Reclaimed Amounts that may arise from time
to time.

     9. AMENDMENTS, WAIVERS, ETC. No amendment,  modification, waiver, discharge
or  termination  of, or consent to any  departure  by the  Guarantor  from,  any
provision of this Guaranty, shall be effective unless in a writing signed by the
Administrative  Agent  and such of the  Lenders  as may be  required  under  the
provisions of the Credit Agreement to concur in the action then being taken, and
then the same  shall be  effective  only in the  specific  instance  and for the
specific purpose for which given.

     10.  CONTINUING  GUARANTY;   TERM;  SUCCESSORS  AND  ASSIGNS;   ASSIGNMENT;
SURVIVAL.  This  Guaranty  is a  continuing  guaranty  and  covers  all  of  the
Guaranteed  Obligations  as  the  same  may  arise  and  be  outstanding  at any
time  and  from  time  to  time  from  and  after  the  date  hereof,  and shall
(i)  remain  in  full  force  and  effect  until  satisfaction  of  all  of  the
Termination   Requirements  (provided  that  the   provisions  of   clause  (ii)
of     SECTION    1(A)    shall     survive    any     termination    of    this

                                       13
<PAGE>
Guaranty),  (ii) be binding upon and  enforceable  against the Guarantor and its
successors  and assigns  (provided,  however,  that the  Guarantor may not sell,
assign or transfer any of its rights, interests, duties or obligations hereunder
without the prior written consent of the Lenders) and (iii) inure to the benefit
of and be  enforceable  to the extent  provided in SECTION 8 by each  Guaranteed
Party and its successors and assigns.  Without limiting the generality of clause
(iii) above,  any Guaranteed Party may, in accordance with the provisions of the
Credit Agreement,  assign all or a portion of the Guaranteed Obligations held by
it (including by the sale of participations), whereupon each Person that becomes
the holder of any such Guaranteed  Obligations shall (except as may be otherwise
agreed between such Guaranteed  Party and such Person) have and may exercise all
of the rights and benefits in respect thereof  granted to such Guaranteed  Party
under this Guaranty or otherwise. The Guarantor hereby irrevocably waives notice
of and consents in advance to the assignment as provided above from time to time
by any Guaranteed Party of all or any portion of the Guaranteed Obligations held
by it and of the  corresponding  rights and interests of such  Guaranteed  Party
hereunder in connection therewith.  All representations,  warranties,  covenants
and agreements herein shall survive the execution and delivery of this Guaranty.

     11. GOVERNING LAW; CONSENT TO JURISDICTION. THIS GUARANTY SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS (EXCLUDING NEW YORK GENERAL OBLIGATIONS
LAW  SS.5-1401).  THE PARTIES HERETO HEREBY  DECLARE THAT IT IS THEIR  INTENTION
THAT THIS GUARANTY  SHALL BE REGARDED AS MADE UNDER THE LAWS OF THE STATE OF NEW
YORK AND THAT THE LAWS OF SAID  STATE  SHALL  BE  APPLIED  IN  INTERPRETING  ITS
PROVISIONS IN ALL CASES WHERE LEGAL  INTERPRETATION  SHALL BE REQUIRED.  EACH OF
THE PARTIES HERETO AGREES (A) THAT THIS GUARANTY INVOLVES AT LEAST $250,000; AND
(B) THAT THIS  GUARANTY HAS BEEN  ENTERED INTO BY THE PARTIES  HERETO IN EXPRESS
RELIANCE UPON NEW YORK GENERAL  OBLIGATIONS LAW SS. 5-1401.  NOTWITHSTANDING THE
FOREGOING  CHOICE OF LAW,  THE  GUARANTOR  HEREBY  CONSENTS TO THE  NONEXCLUSIVE
JURISDICTION OF ANY STATE COURT WITHIN NEW YORK COUNTY,  NEW YORK OR MECKLENBURG
COUNTY,  NORTH CAROLINA OR ANY FEDERAL COURT LOCATED WITHIN THE WESTERN DISTRICT
OF THE STATE OF NORTH CAROLINA OR THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK
FOR ANY  PROCEEDING  INSTITUTED  HEREUNDER  OR  UNDER  ANY OF THE  OTHER  CREDIT
DOCUMENTS,  INCLUDING ANY ACTIONS  BASED UPON,  ARISING OUT OF, OR IN CONNECTION
WITH ANY  COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENT  (WHETHER  ORAL OR
WRITTEN) OR ACTIONS OF ANY  GUARANTEED  PARTY OR THE  GUARANTOR.  THE  GUARANTOR
IRREVOCABLY AGREES TO BE BOUND (SUBJECT TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY
JUDGMENT  RENDERED OR RELIEF  GRANTED  THEREBY AND FURTHER  WAIVES ANY OBJECTION
THAT IT MAY HAVE BASED ON LACK OF  JURISDICTION  OR IMPROPER  VENUE OR FORUM NON
CONVENIENS  TO  THE  CONDUCT  OF  ANY  SUCH PROCEEDING.  NOTHING IN THIS SECTION

                                       14
<PAGE>
SHALL AFFECT THE RIGHT TO SERVE LEGAL  PROCESS IN ANY OTHER MANNER  PERMITTED BY
LAW OR  AFFECT  THE  RIGHT  OF ANY  GUARANTEED  PARTY  TO BRING  ANY  ACTION  OR
PROCEEDING AGAINST THE GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION.

     12.  WAIVER OF JURY TRIAL.  THE  GUARANTOR  AND, BY ITS  ACCEPTANCE  OF THE
BENEFITS HEREOF,  EACH GUARANTEED PARTY,  HEREBY WAIVES, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, ITS RESPECTIVE  RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE
OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY OR ANY OF THE OTHER
CREDIT DOCUMENTS, OR ANY RELATED PROCEEDING TO WHICH ANY GUARANTEED PARTY OR THE
GUARANTOR IS A PARTY,  INCLUDING ANY ACTIONS  BASED UPON,  ARISING OUT OF, OR IN
CONNECTION  WITH ANY  RELATED  COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENT
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY  GUARANTEED  PARTY OR THE GUARANTOR.
The  scope of this  waiver is  intended  to be  all-encompassing  of any and all
disputes that may be filed in any court and that relate to the subject matter of
this transaction,  including, without limitation,  contract claims, tort claims,
breach of duty  claims  and all  other  common  law and  statutory  claims.  The
Guarantor and, by its acceptance of the benefits hereof,  each Guaranteed Party,
(i)  acknowledges  that this  waiver is a  material  inducement  to enter into a
business  relationship,  that it has relied on this waiver in entering into this
Guaranty or accepting the benefits hereof,  as the case may be, and that it will
continue to rely on this waiver in its related  future  dealings  with the other
parties  hereto,  and (ii) further  warrants and represents that it has reviewed
this  waiver  with its legal  counsel  and that,  based  upon  such  review,  it
knowingly and voluntarily  waives its jury trial rights to the extent  permitted
by  applicable  law.  THIS  WAIVER IS  IRREVOCABLE,  MEANING  THAT IT MAY NOT BE
MODIFIED  EITHER  ORALLY  OR IN  WRITING,  AND THIS  WAIVER  SHALL  APPLY TO ANY
SUBSEQUENT  AMENDMENTS,  MODIFICATIONS OR SUPPLEMENTS TO OR RESTATEMENTS OF THIS
GUARANTY OR ANY OF THE OTHER CREDIT DOCUMENTS. IN THE EVENT OF LITIGATION,  THIS
GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     13. NOTICES.  All notices and other  communications  provided for hereunder
shall be in writing (including  telegraphic,  telex,  facsimile  transmission or
cable communication) and mailed,  telegraphed,  telexed,  telecopied,  cabled or
delivered (a) if to the Guarantor,  at c/o ABG Financial and Management Services
Inc., Parker House, Wildey Road, St. Michael, Barbados,  Attention: [NEED NAME],
Telecopy No. [NEED NUMBER],  and (b) if to any Guaranteed  Party, at its address
for notices set forth in the Credit  Agreement;  or to such other address as any
of the Persons listed above may designate for itself by like notice to the other
Persons listed above; and in each case, with copies to such other Persons as may
be specified under the provisions of the Credit Agreement.  All such notices and
communications  shall be  deemed to have  been  given (i) if mailed as  provided
above  by  any  method  other  than  overnight  delivery  service,  on the third
Business  Day  after  deposit  in  the  mails,  (ii)  if  mailed  by   overnight
delivery service, telegraphed, telexed, telecopied  or  cabled,  when  delivered
for  overnight  delivery,  delivered  to  the  telegraph  company,  confirmed by
telex  answerback,  transmitted  by   telecopier  or  delivered  to  the   cable

                                       15
<PAGE>
company,  respectively,  or (iii) if delivered by hand, upon delivery;  provided
that  notices  and  communications  to the  Administrative  Agent  shall  not be
effective until received by the Administrative Agent.

     14.  SEVERABILITY.  To  the  extent  any  provision  of  this  Guaranty  is
prohibited  by or invalid under the  applicable  law of any  jurisdiction,  such
provision  shall  be  ineffective  only to the  extent  of such  prohibition  or
invalidity and only in such  jurisdiction,  without  prohibiting or invalidating
such  provision in any other  jurisdiction  or the remaining  provisions of this
Guaranty in any jurisdiction.

     15.  CONSTRUCTION.  The headings of the various sections and subsections of
this Guaranty have been inserted for  convenience  only and shall not in any way
affect the meaning or construction of any of the provisions  hereof.  Unless the
context otherwise  requires,  words in the singular include the plural and words
in the plural include the singular.

     16.  COUNTERPARTS;  EFFECTIVENESS.  This  Guaranty  may be  executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and  delivered  shall be an original,  but all of
which shall together constitute one and the same instrument.

                                       16
<PAGE>
     IN  WITNESS  WHEREOF,  the  Guarantor  has  caused   this  Guaranty  to  be
executed by its duly authorized officers as of the date first above written.



                                   EVEREST RE GROUP, LTD.


                                   By:      /S/ Stephen L. Limauro
                                            --------------------------
                                   Title:   Chief Financial Officer, Senior
                                            Vice President and Comptroller









Accepted and agreed to:

FIRST UNION NATIONAL BANK, as
 Administrative Agent


By:      /S/ Thomas L. Stichberry
         ---------------------------
Title:   Senior Vice President




                                       17