UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED:

~~June~~September 30, 2010

Commission file number:

1-14527

EVEREST REINSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		22-3263609
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

477 Martinsville Road

Post Office Box 830

Liberty Corner, New Jersey 07938-0830

(908) 604-3000

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive office)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		Accelerated filer
Non-accelerated filer	X	Smaller reporting company
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

		Number of Shares Outstanding
Class		At ~~August~~November 1, 2010
Common Shares, $0.01 par value		1,000

The Registrant meets the conditions set forth in General Instruction H (1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format permitted by General Instruction H of Form 10-Q.

EVEREST REINSURANCE HOLDINGS, INC.

Table of Contents

Form 10-Q

Page

PART I

FINANCIAL INFORMATION


Item 1.	Financial Statements

	Consolidated Balance Sheets at ~~June~~September 30, 2010 (unaudited) and
		December 31, 2009	1

	Consolidated Statements of Operations and Comprehensive Income (Loss) for
		the three and ~~six~~nine months ended ~~June~~September 30, 2010 and 2009 (unaudited)	2

	Consolidated Statements of Changes in Stockholder’s Equity for the three and
		~~six~~nine months ended ~~June~~September 30, 2010 and 2009 (unaudited)	3

	Consolidated Statements of Cash Flows for the three and ~~six~~nine months ended
		~~June~~September 30, 2010 and 2009 (unaudited)	4

	Notes to Consolidated Interim Financial Statements (unaudited)		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and
		Results of Operation	2627

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		4546

Item 4.	Controls and Procedures		4546

PART II

OTHER INFORMATION


Item 1.	Legal Proceedings	4546

Item 1A.	Risk Factors	4546

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4546

Item 3.	Defaults Upon Senior Securities	4546

Item 4.	Reserved	4546

Item 5.	Other Information	4647

Item 6.	Exhibits	4647

Table of Contents

Part I

ITEM 1. FINANCIAL STATEMENTS

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	June 30,		December 31,		September 30,		December 31,
(Dollars in thousands, except par value per share)	2010		2009		2010		2009
	(unaudited)				(unaudited)
ASSETS:
Fixed maturities - available for sale, at market value	$	6,393,011	$	6,463,168	$	6,368,800	$	6,463,168
(amortized cost: 2010, $6,133,003; 2009, $6,255,759)
(amortized cost: 2010, $6,024,830; 2009, $6,255,759)
Fixed maturities - available for sale, at fair value		66,351		50,528		116,376		50,528
Equity securities - available for sale, at market value (cost: 2010, $15; 2009, $15)		12		13		12		13
Equity securities - available for sale, at fair value		340,377		380,025		382,279		380,025
Short-term investments		251,820		261,438		304,880		261,438
Other invested assets (cost: 2010, $399,989; 2009, $387,200)		399,611		386,326
Other invested assets (cost: 2010, $395,027; 2009, $387,200)						394,615		386,326
Other invested assets, at fair value		545,160		382,639		752,533		382,639
Cash		106,847		107,480		92,954		107,480
Total investments and cash		8,103,189		8,031,617		8,412,449		8,031,617
Accrued investment income		78,687		83,705		76,368		83,705
Premiums receivable		746,384		769,744		718,307		769,744
Reinsurance receivables - unaffiliated		635,129		618,081		679,066		618,081
Reinsurance receivables - affiliated		2,690,402		2,492,152		2,721,300		2,492,152
Funds held by reinsureds		156,702		156,223		168,235		156,223
Deferred acquisition costs		179,454		183,498		194,988		183,498
Prepaid reinsurance premiums		578,606		562,146		646,757		562,146
Deferred tax asset		245,231		210,493		133,607		210,493
Federal income taxes recoverable		67,238		135,682		75,273		135,682
Other assets		196,985		136,234		188,947		136,234
TOTAL ASSETS	$	13,678,007	$	13,379,575	$	14,015,297	$	13,379,575

LIABILITIES:
Reserve for losses and loss adjustment expenses	$	7,583,530	$	7,300,139	$	7,611,614	$	7,300,139
Unearned premium reserve		1,247,378		1,239,320		1,350,522		1,239,320
Funds held under reinsurance treaties		159,451		175,257		173,315		175,257
Losses in the course of payment		23,663		42,633
Commission reserves		42,432		50,897		37,712		50,897
Other net payable to reinsurers		529,226		444,535		573,443		444,535
Revolving credit borrowings		133,000		-		83,000		-
8.75% Senior notes due 3/15/2010		-		199,970		-		199,970
5.4% Senior notes due 10/15/2014		249,790		249,769		249,801		249,769
6.6% Long term notes due 05/01/2067		238,349		238,348		238,350		238,348
Junior subordinated debt securities payable		329,897		329,897		329,897		329,897
Accrued interest on debt and borrowings		4,892		9,885		12,129		9,885
Other liabilities		266,151		240,151		248,574		282,784
Total liabilities		10,807,759		10,520,801		10,908,357		10,520,801

Commitments and Contingencies (Note 6)

STOCKHOLDER'S EQUITY:
Common stock, par value: $0.01; 3,000 shares authorized;
1,000 shares issued and outstanding (2010 and 2009)		-		-		-		-
Additional paid-in capital		324,156		321,185		326,478		321,185
Accumulated other comprehensive income (loss), net of deferred income tax expense (benefit) of
$109.6 million at 2010 and $89.9 million at 2009		203,523		166,978
$144,977 at 2010 and $89,912 at 2009						269,241		166,978
Retained earnings (deficit)		2,342,569		2,370,611		2,511,221		2,370,611
Total stockholder's equity		2,870,248		2,858,774		3,106,940		2,858,774
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	13,678,007	$	13,379,575	$	14,015,297	$	13,379,575

The accompanying notes are an integral part of the consolidated financial statements.

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EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended						Six Months Ended						Three Months Ended					Nine Months Ended
	June 30,						June 30,						September 30,					September 30,
(Dollars in thousands)	2010			2009			2010			2009			2010			2009		2010			2009
	(unaudited)						(unaudited)						(unaudited)					(unaudited)
REVENUES:
Premiums earned	$	442,724		$	460,774		$	856,858		$	899,219		$	465,302		$	438,320	$	1,322,160		$	1,337,539
Net investment income		89,346			74,516			174,453			114,175			74,212			65,492		248,665			179,667
Net realized capital gains (losses):
Other-than-temporary impairments on fixed maturity securities		-			(4,936	)		-			(5,510	)		(2,023	)		-		(2,023	)		(5,510	)
Other-than-temporary impairments on fixed maturity securities
transferred to other comprehensive income (loss)		-			-			-			-			-			-		-			-
Other net realized capital gains (losses)		(95,473	)		27,877			(100,780	)		(39,733	)		161,592			101,394		60,812			61,661
Total net realized capital gains (losses)		(95,473	)		22,941			(100,780	)		(45,243	)		159,569			101,394		58,789			56,151
Realized gain on debt repurchase		-			-			-			78,271			-			-		-			78,271
Other income (expense)		8,709			(7,166	)		13,821			(7,280	)		(3,617	)		15,081		10,204			7,801
Total revenues		445,306			551,065			944,352			1,039,142			695,466			620,287		1,639,818			1,659,429

CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses		314,749			246,108			741,753			535,303			326,925			241,992		1,068,678			777,295
Commission, brokerage, taxes and fees		88,197			86,923			156,038			175,142			81,455			77,259		237,493			252,401
Other underwriting expenses		35,371			34,858			68,085			66,166			37,230			38,189		105,315			104,355
Corporate expenses		1,463			1,878			3,689			3,196			1,529			1,675		5,218			4,871
Interest, fee and bond issue cost amortization expense		12,722			17,073			29,062			36,706			12,817			17,073		41,879			53,779
Total claims and expenses		452,502			386,840			998,627			816,513			459,956			376,188		1,458,583			1,192,701

INCOME (LOSS) BEFORE TAXES		(7,196	)		164,225			(54,275	)		222,629			235,510			244,099		181,235			466,728
Income tax expense (benefit)		(24,083	)		35,725			(26,233	)		48,465			66,858			79,958		40,625			128,423

NET INCOME (LOSS)	$	16,887		$	128,500		$	(28,042	)	$	174,164		$	168,652		$	164,141	$	140,610		$	338,305

Other comprehensive income (loss), net of tax		24,799			84,300			36,545			122,780			65,718			162,343		102,263			285,123

COMPREHENSIVE INCOME (LOSS)	$	41,686		$	212,800		$	8,503		$	296,944		$	234,370		$	326,484	$	242,873		$	623,428

The accompanying notes are an integral part of the consolidated financial statements.

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EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

		Three Months Ended					Six Months Ended							Three Months Ended				Nine Months Ended
		June 30,					June 30,							September 30,				September 30,
(Dollars in thousands, except share amounts)		2010		2009			2010			2009				2010		2009		2010		2009
		(unaudited)					(unaudited)							(unaudited)				(unaudited)
COMMON STOCK (shares outstanding):
Balance, beginning of period			1,000		1,000			1,000			1,000				1,000		1,000		1,000		1,000
Balance, end of period			1,000		1,000			1,000			1,000				1,000		1,000		1,000		1,000

ADDITIONAL PAID-IN CAPITAL:
Balance, beginning of period		$	322,459	$	317,033		$	321,185		$	315,771			$	324,156	$	318,492	$	321,185	$	315,771
Share-based compensation plans			1,697		1,459			2,971			2,721				2,322		1,395		5,293		4,116
Balance, end of period			324,156		318,492			324,156			318,492				326,478		319,887		326,478		319,887

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS),
NET OF DEFERRED INCOME TAXES:
Balance, beginning of period			178,724		(33,583	)		166,978			(72,063	)			203,523		35,217		166,978		(72,063	)
Cumulative adjustment of initial adoption(1), net of tax			-		(15,500	)		-			(15,500	)			-		-		-		(15,500	)
Net increase (decrease) during the period			24,799		84,300			36,545			122,780				65,718		162,343		102,263		285,123
Balance, end of period			203,523		35,217			203,523			35,217				269,241		197,560		269,241		197,560

RETAINED EARNINGS (DEFICIT):
Balance, beginning of period			2,325,682		2,004,924			2,370,611			1,959,260				2,342,569		2,148,924		2,370,611		1,959,260
Cumulative adjustment of initial adoption(1), net of tax			-		15,500			-			15,500				-		-		-		15,500
Net income (loss)			16,887		128,500			(28,042	)		174,164				168,652		164,141		140,610		338,305
Balance, end of period			2,342,569		2,148,924			2,342,569			2,148,924				2,511,221		2,313,065		2,511,221		2,313,065

TOTAL STOCKHOLDER'S EQUITY, END OF PERIOD		$	2,870,248	$	2,502,633		$	2,870,248		$	2,502,633			$	3,106,940	$	2,830,512	$	3,106,940	$	2,830,512

(1) The cumulative adjustment to accumulated other comprehensive income (loss), net of deferred income taxes, and retained earnings (deficit), represents the effect of initially	(1) The cumulative adjustment to accumulated other comprehensive income (loss), net of deferred income taxes, and retained earnings (deficit), represents the effect of initially												(1) The cumulative adjustment to accumulated other comprehensive income (loss), net of deferred income taxes, and retained earnings (deficit), represents the effect of initially
adopting new guidance for other-than-temporary impairments of debt securities
adopting new guidance for other-than-temporary impairments of debt securities.

The accompanying notes are an integral part of the consolidated financial statements.	The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
(Dollars in thousands)	2010			2009			2010			2009			2010			2009			2010			2009
	(unaudited)						(unaudited)						(unaudited)						(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	16,887		$	128,500		$	(28,042	)	$	174,164		$	168,652		$	164,141		$	140,610		$	338,305
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease (increase) in premiums receivable		21,553			(61,149	)		24,883			(49,821	)		29,733			(1,371	)		54,616			(51,192	)
Decrease (increase) in funds held by reinsureds, net		(18,472	)		(671	)		(16,262	)		(165	)		2,829			9,624			(13,433	)		9,459
Decrease (increase) in reinsurance receivables		(18,620	)		(100,495	)		(227,797	)		(153,465	)		(71,235	)		146,809			(299,032	)		(6,656	)
Decrease (increase) in deferred tax asset		(46,121	)		(928	)		(54,415	)		32,976			76,238			41,994			21,823			74,970
Increase (decrease) in reserve for losses and loss adjustment expenses		(12,762	)		(133,909	)		290,352			(182,445	)		15,455			(35,920	)		305,807			(218,365	)
Increase (decrease) in unearned premiums		(10,237	)		(2,807	)		7,142			(3,686	)		100,938			95,297			108,080			91,611
Change in equity adjustments in limited partnerships		(8,882	)		(1,968	)		(18,296	)		32,125			(1,071	)		4,423			(19,367	)		36,548
Change in other assets and liabilities, net		18,454			243,408			126,429			244,515			(83,740	)		(161,038	)		42,689			83,477
Non-cash compensation expense		1,685			1,445			2,880			2,707			2,273			1,384			5,153			4,091
Amortization of bond premium (accrual of bond discount)		1,071			2,707			4,617			4,978			3,579			3,824			8,196			8,802
Amortization of underwriting discount on senior notes		11			48			53			94			12			48			65			142
Realized gain on debt repurchase		-			-			-			(78,271	)		-			-			-			(78,271	)
Net realized capital (gains) losses		95,473			(22,941	)		100,780			45,243			(159,569	)		(101,394	)		(58,789	)		(56,151	)
Net cash provided by (used in) operating activities		40,040			51,240			212,324			68,949			84,094			167,821			296,418			236,770

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called - available for sale, at market value		136,606			84,848			308,869			194,083			173,079			130,349			481,948			324,432
Proceeds from fixed maturities matured/called - available for sale, at fair value		-			-			-			5,570			-			-			-			5,570
Proceeds from fixed maturities sold - available for sale, at market value		206,078			8,316			371,563			53,094			85,667			34,602			457,230			87,696
Proceeds from fixed maturities sold - available for sale, at fair value		6,115			4,510			8,612			8,002			10,689			4,010			19,301			12,012
Proceeds from equity securities sold - available for sale, at market value														-			23,028			-			23,028
Proceeds from equity securities sold - available for sale, at fair value		51,400			10,591			72,742			12,225			14,899			11,310			87,641			23,535
Distributions from other invested assets		15,715			7,832			23,880			20,125			14,148			4,448			38,028			24,573
Cost of fixed maturities acquired - available for sale, at market value		(280,050	)		(348,542	)		(555,576	)		(609,780	)		(138,332	)		(256,130	)		(693,908	)		(865,910	)
Cost of fixed maturities acquired - available for sale, at fair value		(9,487	)		(3,243	)		(23,681	)		(16,553	)		(56,937	)		(2,548	)		(80,618	)		(19,101	)
Cost of equity securities acquired - available for sale, at fair value		(30,140	)		(10,320	)		(50,879	)		(19,296	)		(20,938	)		(12,948	)		(71,817	)		(32,244	)
Cost of other invested assets acquired		(8,634	)		(13,780	)		(18,374	)		(16,342	)		(8,115	)		(9,780	)		(26,489	)		(26,122	)
Cost of other invested assets acquired, at fair value		(200,079	)		-			(247,111	)		-			(80,765	)		-			(327,876	)		-
Net change in short-term investments		(2,164	)		182,051			9,921			370,917			(52,975	)		(86,179	)		(43,054	)		284,738
Net change in unsettled securities transactions		(51,843	)		22,688			(35,520	)		24,334			1,936			18,522			(33,584	)		42,856
Net cash provided by (used in) investing activities		(166,483	)		(55,049	)		(135,554	)		26,379			(57,644	)		(141,316	)		(193,198	)		(114,937	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Tax benefit from share-based compensation		12			14			91			14			49			11			140			25
Net cost of senior notes maturing		-			-			(200,000	)		-			-			-			(200,000	)		-
Revolving credit borrowings		133,000			-			133,000			-			(50,000	)		-			83,000			-
Net cost of debt repurchase		-			-			-			(83,026	)		-			-			-			(83,026	)
Net cash provided by (used in) financing activities		133,012			14			(66,909	)		(83,012	)		(49,951	)		11			(116,860	)		(83,001	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(7,459	)		3,388			(10,494	)		(9,379	)		9,608			3,411			(886	)		(5,968	)

Net increase (decrease) in cash		(890	)		(407	)		(633	)		2,937			(13,893	)		29,927			(14,526	)		32,864
Cash, beginning of period		107,737			95,608			107,480			92,264			106,847			95,201			107,480			92,264
Cash, end of period	$	106,847		$	95,201		$	106,847		$	95,201		$	92,954		$	125,128		$	92,954		$	125,128

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash transactions:
Income taxes paid (recovered)	$	(53,156	)	$	13,213		$	(49,390	)	$	16,359		$	(3,202	)	$	(18,847	)	$	(52,592	)	$	(2,488	)
Interest paid		19,866			19,764			33,765			37,572			5,339			13,892			39,104			51,464

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2010 and 2009

1. GENERAL

1.	~~GENERAL~~

As used in this document, “Holdings” means Everest Reinsurance Holdings, Inc., a Delaware company and direct subsidiary of Everest Underwriting Group (Ireland) Limited (“Holdings Ireland”); “Group” means Everest Re Group, Ltd. (Holdings Ireland’s parent); “Bermuda Re” means Everest Reinsurance (Bermuda), Ltd., a subsidiary of Group; “Everest Re” means Everest Reinsurance Company and its subsidiaries, a subsidiary of Holdings (unless the context otherwise requires); and the “Company” means Holdings and its subsidiaries.

2. BASIS OF PRESENTATION

2.	~~BASIS OF PRESENTATION~~

The unaudited consolidated financial statements of the Company for the three and ~~six~~nine months ended ~~June~~September 30, 2010 and 2009 include all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair statement of the results on an interim basis. Certain financial information, which is normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), has been omitted since it is not required for interim reporting purposes. The December 31, 2009 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results for the three and ~~six~~nine months ended ~~June~~September 30, 2010 and 2009 ~~are~~a re not ~~neces sarily~~necessarily indicative of the results for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2009, 2008 and 2007 included in the Company’s most recent Form 10-K filing.

All intercompany accounts and transactions have been eliminated.

Certain reclassifications and format changes have been made to prior years’ amounts to conform to the 2010 presentation.

Financial Accounting Standards Board Accounting Codification

Financial Accounting Standards Board Launched Accounting Codification. In June 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance establishing the FASB Accounting Standards CodificationTM (“Codification”) as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. All other no n-grandfathered, non-SEC accounting literature not included in the Codification will become non-authoritative.

Following the Codification, the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification.

GAAP is not intended to be changed as a result of the FASB’s Codification, but it will change the way the guidance is organized and presented. As a result, these changes will have a significant impact on how companies reference GAAP in their financial statements and in the accounting policies for financial statements issued for interim and annual periods ending after September 15, 2009. The Company’s adoption of this guidance impacts the way the Company references U.S. GAAP accounting standards in the financial statements and Notes to Consolidated Financial Statements.

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Application of Recently Issued Accounting Standard Changes

Subsequent Events. In May 2009, the FASB issued authoritative guidance for subsequent events, which was later modified in February 2010, that addresses the accounting for and disclosure of subsequent events not addressed in other applicable U.S. GAAP. The Company implemented the new disclosure requirement beginning with the second quarter of 2009 and included it in the Notes to Consolidated Interim Financial Statements.

Improving Disclosures About Fair Value Measurements. In January 2010, the FASB amended the authoritative guidance for disclosures on fair value measurements. Effective for interim and annual reporting periods beginning after December 15, 2009, the guidance requires a new separate disclosure for: significant transfers in and out of Level 1 and 2 and the reasons for the transfers; and provided clarification on existing disclosures to include: fair value measurement disclosures by class of assets and liabilities and disclosure on valuation techniques and inputs used to measure fair value that fall in either Level 2 or Level 3. Effective for interim and annual reporting periods beginning after December 15, 2010, the guidance requires another new separate disclosure in regards to Level 3 fair value measurements in that, the period activity will present separately information about purchases, sales, issuances and settlements. Comparative disclosures shall be required only for periods ending after initial adoption. The Company implemented the first part of this guidance effective January 1, 2010.

Interim Disclosures About Fair Value of Financial Instruments. In April 2009, the FASB revised the authoritative guidance for disclosures about fair value of financial instruments. This new guidance requires quarterly disclosures on the qualitative and quantitative information about the fair value of all financial instruments including methods and significant assumptions used to estimate fair value during the period. These disclosures were previously only done annually. The Company adopted this disclosure beginning with the second quarter of 2009 and included it in the Notes to Consolidated Interim Financial Statements.

Other-Than-Temporary Impairments on Investment Securities. In April 2009, the FASB revised the authoritative guidance for the recognition and presentation of other-than-temporary impairments. This new guidance amends the recognition guidance for other-than-temporary impairments of debt securities and expands the financial statement disclosures for other-than-temporary impairments on debt and equity securities. For available for sale debt securities that the Company has no intent to sell and more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment would be recognized in earnings, while the rest of the fair value loss would be recognized in accumulated ot her comprehensive income. The Company adopted this guidance effective April 1, 2009. Upon adoption the Company recognized a cumulative-effect adjustment increase in retained earnings (deficit) and decrease in accumulated other comprehensive income (loss) ~~of $15.5 million, net of $8.3 million of tax.~~as follows:

(Dollars in thousands)
Cumulative-effect adjustment, gross	$	23,846
Tax		(8,346	)
Cumulative-effect adjustment, net	$	15,500

Measurement of Fair Value in Inactive Markets. In April 2009, the FASB revised the authoritative guidance for fair value measurements and disclosures, which reaffirms that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. It also reaffirms the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. There was no impact to the Company’s financial statements upon adoption.

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3. INVESTMENTS

3.	~~INVESTMENTS~~

The amortized cost, market value and gross unrealized appreciation and depreciation of available for sale, fixed maturity and equity security investments, carried at market value, are as follows for the periods indicated:

	At June 30, 2010									At September 30, 2010
	Amortized		Unrealized		Unrealized			Market		Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Appreciation		Depreciation			Value		Cost		Appreciation		Depreciation			Value
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	143,316	$	7,565	$	(89	)	$	150,792	$	151,672	$	6,417	$	(277	)	$	157,812
Obligations of U.S. states and political subdivisions		3,469,450		181,595		(17,016	)		3,634,029		3,405,935		220,320		(4,202	)		3,622,053
Corporate securities		716,311		40,259		(10,378	)		746,192		708,637		51,158		(7,527	)		752,268
Asset-backed securities		28,733		505		(1,835	)		27,403		25,362		546		(206	)		25,702
Mortgage-backed securities
Commercial		32,323		7,079		-			39,402		32,513		8,133		-			40,646
Agency residential		419,199		19,424		(41	)		438,582		386,496		17,406		(107	)		403,795
Non-agency residential		59,943		1,719		(224	)		61,438		30,047		922		(1,046	)		29,923
Foreign government securities		705,682		30,964		(8,037	)		728,609		705,941		41,349		(7,461	)		739,829
Foreign corporate securities		558,046		19,546		(11,028	)		566,564		578,227		27,985		(9,440	)		596,772
Total fixed maturity securities	$	6,133,003	$	308,656	$	(48,648	)	$	6,393,011	$	6,024,830	$	374,236	$	(30,266	)	$	6,368,800
Equity securities	$	15	$	-	$	(3	)	$	12	$	15	$	-	$	(3	)	$	12

	At December 31, 2009
	Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Appreciation		Depreciation			Value
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	132,348	$	3,614	$	(1,671	)	$	134,291
Obligations of U.S. states and political subdivisions		3,694,267		183,848		(24,256	)		3,853,859
Corporate securities		618,507		30,298		(13,424	)		635,381
Asset-backed securities		16,597		460		(1,909	)		15,148
Mortgage-backed securities
Commercial		24,213		4,956		(111	)		29,058
Agency residential		556,032		10,366		(1,691	)		564,707
Non-agency residential		61,098		916		(7,055	)		54,959
Foreign government securities		638,204		27,700		(6,687	)		659,217
Foreign corporate securities		514,493		17,184		(15,129	)		516,548
Total fixed maturity securities	$	6,255,759	$	279,342	$	(71,933	)	$	6,463,168
Equity securities	$	15	$	-	$	(2	)	$	13

In accordance with FASB guidance, the Company reclassified the non-credit portion of other-than-temporary impairments from retained earnings (deficit) into accumulated other comprehensive income (loss), on April 1, 2009. ~~At June 30, 2010,~~The table below presents the pre-tax cumulative unrealized appreciation (depreciation) on ~~these~~those corporate securities, ~~was $0.5 million as compared to pre-tax cumulative unrealized depreciation of $2.0 million at December 31, 2009.~~for the periods indicated:

(Dollars in thousands)		At September 30, 2010				At December 31, 2009
Pre-tax cumulative unrealized appreciation (depreciation)		$	927			$	(2,039	)

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The amortized cost and market value of fixed maturity securities are shown in the following table by contractual maturity. Mortgage-backed securities are generally more likely to be prepaid than other fixed maturity securities. As the stated maturity of such securities may not be indicative of actual maturities, the totals for mortgage-backed and asset-backed securities are shown separately.

	At September 30, 2010				At December 31, 2009
	Amortized		Market		Amortized		Market
(Dollars in thousands)	Cost		Value		Cost		Value
Fixed maturity securities – available for sale
Due in one year or less	$	242,466	$	241,645	$	334,054	$	335,948
Due after one year through five years		1,563,006		1,632,360		1,276,968		1,316,918
Due after five years through ten years		1,243,788		1,337,647		1,224,457		1,282,470
Due after ten years		2,501,152		2,657,082		2,762,340		2,863,960
Asset-backed securities		25,362		25,702		16,597		15,148
Mortgage-backed securities
Commercial		32,513		40,646		24,213		29,058
Agency residential		386,496		403,795		556,032		564,707
Non-agency residential		30,047		29,923		61,098		54,959
Total fixed maturity securities	$	6,024,830	$	6,368,800	$	6,255,759	$	6,463,168

At June 30, 2010 At December 31, 2009
Amortized Market Amortized Market
(Dollars in thousands) Cost Value Cost Value
Fixed maturity securities – available for sale
Due in one year or less $ 261,435 $ 261,286 $ 334,054 $ 335,948
Due after one year through five years 1,519,591 1,571,631 1,276,968 1,316,918
Due after five years through ten years 1,259,022 1,332,129 1,224,457 1,282,470
Due after ten years 2,552,757 2,661,140 2,762,340 2,863,960
Asset-backed securities 28,733 27,403 16,597 15,148
Mortgage-backed securities
Commercial 32,323 39,402 24,213 29,058
Agency residential 419,199 438,582 556,032 564,707
Non-agency residential 59,943 61,438 61,098 54,959
Total fixed maturity securities $ 6,133,003 $ 6,393,011 $ 6,255,759 $ 6,463,168

The changes in net unrealized appreciation (depreciation) for the Company’s investments are derived from the following sources for the periods as indicated:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(Dollars in thousands)	2010			2009			2010			2009
Increase (decrease) during the period between the market value and cost
of investments carried at market value, and deferred taxes thereon:
Fixed maturity securities	$	83,578		$	229,219		$	133,595		$	396,245
Fixed maturity securities, cumulative other-than-temporary impairment adjustment		384			-			2,966			(23,846	)
Equity securities		(1	)		-			(2	)		(4	)
Other invested assets		(34	)		3,387			462			5,614
Change in unrealized appreciation (depreciation), pre-tax		83,927			232,606			137,021			378,009
Deferred tax benefit (expense)		(29,240	)		(81,412	)		(46,919	)		(140,649	)
Deferred tax benefit (expense), cumulative other-than-temporary impairment adjustment		(134	)		-			(1,038	)		8,346
Change in unrealized appreciation (depreciation),
net of deferred taxes, included in stockholder's equity	$	54,553		$	151,194		$	89,064		$	245,706

Three Months Ended Six Months Ended
June 30, June 30,
(Dollars in thousands) 2010 2009 2010 2009
Increase (decrease) during the period between the market value and cost
of investments carried at market value, and deferred taxes thereon:
Fixed maturity securities $ 46,864 $ 77,437 $ 50,017 $ 167,026
Fixed maturity securities, cumulative other-than-temporary impairment adjustment (470 ) (23,846 ) 2,582 (23,846 )
Equity securities - 2 (1 ) (4 )
Other invested assets (17 ) 3,868 496 2,227
Change in unrealized appreciation (depreciation), pre-tax 46,377 57,461 53,094 145,403
Deferred tax benefit (expense) (16,396 ) (28,457 ) (17,679 ) (59,237 )
Deferred tax benefit (expense), cumulative other-than-temporary impairment adjustment 164 8,346 (904 ) 8,346
Change in unrealized appreciation (depreciation),
net of deferred taxes, included in stockholder's equity $ 30,145 $ 37,350 $ 34,511 $ 94,512

The Company frequently reviews its fixed maturity securities investment portfolio for declines in market value and focuses its attention on securities whose fair value has fallen below 80% of their amortized value at the time of review. The Company then assesses whether the decline in value is temporary or other-than-temporary. In making its assessment, the Company evaluates the current market and interest rate environment as well as specific issuer information. Generally, a change in a security’s value caused by a change in the market or interest rate environment does not constitute an other-than-temporary impairment, but rather a temporary decline in market value. Temporary declines in market value are recorded as unrealized losses in accumulated other comprehensive income (loss) . If the Company determines that the decline is other-than-temporary and the Company does not have the intent to sell the security; and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis, the carrying value of the investment is written down to fair value. The fair value adjustment that is credit related is recorded in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss). The fair value adjustment that is non-credit related is recorded as a component of other comprehensive income (loss), net of tax, and is included in accumulated other comprehensive income (loss) in the Company’s consolidated balance sheets. The Company’s assessments are based on the issuers current and expected future financial position, timeliness with respect to interest and/or principal payments, speed of repayments and any applicable credit enhancements or b reakeven

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constant default rates on mortgage-backed and asset-backed securities, as well as relevant information provided by rating agencies, investment advisors and analysts.

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Retrospective adjustments are employed to recalculate the values of asset-backed securities. All of the Company’s asset-backed and mortgage-backed securities have a pass-through structure. Each acquisition lot is reviewed to recalculate the effective yield. The recalculated effective yield is used to derive a book value as if the new yield were applied at the time of acquisition. Outstanding principal factors from the time of acquisition to the adjustment date are used to calculate the prepayment history for all applicable securities. Conditional prepayment rates, computed with life to date factor histories and weighted average maturities, are used in the calculation of projected and prepayments for pass-through security types.

The tables below display the aggregate market value and gross unrealized depreciation of fixed maturity and equity securities, by security type and contractual maturity, in each case subdivided according to length of time that individual securities had been in a continuous unrealized loss position for the periods indicated:

	Duration of Unrealized Loss at September 30, 2010 By Security Type
	Less than 12 months					Greater than 12 months					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
(Dollars in thousands)	Market Value		Depreciation			Market Value		Depreciation			Market Value		Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	4,243	$	(97	)	$	3,467	$	(180	)	$	7,710	$	(277	)
Obligations of U.S. states and political subdivisions		13,461		(34	)		102,649		(4,168	)		116,110		(4,202	)
Corporate securities		83,055		(1,046	)		47,949		(6,481	)		131,004		(7,527	)
Asset-backed securities		-		-			519		(206	)		519		(206	)
Mortgage-backed securities
Agency residential		17,878		(107	)		-		-			17,878		(107	)
Non-agency residential		-		-			22,747		(1,046	)		22,747		(1,046	)
Foreign government securities		74,145		(2,922	)		82,024		(4,539	)		156,169		(7,461	)
Foreign corporate securities		57,169		(1,070	)		86,221		(8,370	)		143,390		(9,440	)
Total fixed maturity securities	$	249,951	$	(5,276	)	$	345,576	$	(24,990	)	$	595,527	$	(30,266	)
Equity securities		-		-			12		(3	)		12		(3	)
Total	$	249,951	$	(5,276	)	$	345,588	$	(24,993	)	$	595,539	$	(30,269	)

Duration of Unrealized Loss at June 30, 2010 By Security Type
Less than 12 months Greater than 12 months Total
Gross Gross Gross
Unrealized Unrealized Unrealized
(Dollars in thousands) Market Value Depreciation Market Value Depreciation Market Value Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations $ - $ - $ 3,398 $ (89 ) $ 3,398 $ (89 )
Obligations of U.S. states and political subdivisions 5,008 (28 ) 362,674 (16,988 ) 367,682 (17,016 )
Corporate securities 107,647 (3,068 ) 72,766 (7,310 ) 180,413 (10,378 )
Asset-backed securities 1,018 - 6,562 (1,835 ) 7,580 (1,835 )
Mortgage-backed securities
Agency residential 7,372 (41 ) - - 7,372 (41 )
Non-agency residential - - 3,606 (224 ) 3,606 (224 )
Foreign government securities 86,610 (3,298 ) 76,912 (4,739 ) 163,522 (8,037 )
Foreign corporate securities 72,297 (1,681 ) 100,942 (9,347 ) 173,239 (11,028 )
Total fixed maturity securities $ 279,952 $ (8,116 ) $ 626,860 $ (40,532 ) $ 906,812 $ (48,648 )
Equity securities 12 (3 ) - - 12 (3 )
Total $ 279,964 $ (8,119 ) $ 626,860 $ (40,532 ) $ 906,824 $ (48,651 )

	Duration of Unrealized Loss at September 30, 2010 By Maturity
	Less than 12 months					Greater than 12 months					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
(Dollars in thousands)	Market Value		Depreciation			Market Value		Depreciation			Market Value		Depreciation
Fixed maturity securities
Due in one year or less	$	7,995	$	(408	)	$	48,026	$	(5,556	)	$	56,021	$	(5,964	)
Due in one year through five years		132,797		(2,662	)		98,042		(5,836	)		230,839		(8,498	)
Due in five years through ten years		73,149		(2,042	)		26,831		(1,921	)		99,980		(3,963	)
Due after ten years		18,132		(57	)		149,411		(10,425	)		167,543		(10,482	)
Asset-backed securities		-		-			519		(206	)		519		(206	)
Mortgage-backed securities		17,878		(107	)		22,747		(1,046	)		40,625		(1,153	)
Total fixed maturity securities	$	249,951	$	(5,276	)	$	345,576	$	(24,990	)	$	595,527	$	(30,266	)

Duration of Unrealized Loss at June 30, 2010 By Maturity
Less than 12 months Greater than 12 months Total
Gross Gross Gross
Unrealized Unrealized Unrealized
(Dollars in thousands) Market Value Depreciation Market Value Depreciation Market Value Depreciation
Fixed maturity securities
Due in one year or less $ 36,199 $ (1,221 ) $ 37,097 $ (3,244 ) $ 73,296 $ (4,465 )
Due in one year through five years 141,671 (3,361 ) 105,827 (5,922 ) 247,498 (9,283 )
Due in five years through ten years 80,959 (2,900 ) 57,532 (4,156 ) 138,491 (7,056 )
Due after ten years 12,733 (593 ) 416,236 (25,151 ) 428,969 (25,744 )
Asset-backed securities 1,018 - 6,562 (1,835 ) 7,580 (1,835 )
Mortgage-backed securities 7,372 (41 ) 3,606 (224 ) 10,978 (265 )
Total fixed maturity securities $ 279,952 $ (8,116 ) $ 626,860 $ (40,532 ) $ 906,812 $ (48,648 )

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position as of ~~June~~September 30, 2010 were ~~$906.8 million~~$595,539 thousand and ~~$48.7 million,~~$30,269 thousand, respectively. There were no unrealized losses on a single security that exceeded ~~0.05%~~0.06% of the market value of the fixed maturity securities at ~~June~~September 30, 2010. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The ~~$8.1 million~~$5,276 thousand of unrealized losses related to fixed maturity securities that have been in an unrealized loss position for less than one year were generally comprised of highly rated foreign government and domestic and foreign corporate securities. Of these unrealized losses, ~~$5.6 million~~$4,488 thousand were related to ~~securities~~securiti es that were rated ~~inv estment~~investment grade by at least one nationally recognized statistical rating organization. The ~~$40.5 million~~$24,993 thousand of unrealized losses

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related to fixed maturity and equity securities in an unrealized loss position for more than one year related primarily to highly rated domestic and foreign corporate, mortgage-backed, foreign government and ~~corporate,~~ municipal ~~asset-backed and mortgage-backed~~ securities. Of these unrealized losses, ~~$33.1 million~~$19,390 thousand related to securities that were rated investment grade by at least one nationally

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recognized statistical rating organization. The non-investment grade securities with unrealized losses were mainly comprised of ~~municipal and~~ corporate securities. The gross unrealized depreciation greater than 12 months for mortgage-backed securities included ~~$0.3 million~~$298 thousand related to sub-prime and alt-A loans. In all instances, projected cash flows were sufficient to recover the full book value of the investments and the related interest obligations. Unrealized losses have decreased ~~since~~sinc e December 31, 2009, as a result of improved conditions in the overall financial market resulting from increased liquidity and lower interest rates.

The Company, given the size of its investment portfolio and capital position, does not have the intent to sell these securities; and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis. In addition, all securities currently in an unrealized loss position are current with respect to principal and interest payments.

	Duration of Unrealized Loss at December 31, 2009 By Security Type
	Less than 12 months					Greater than 12 months					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
(Dollars in thousands)	Market Value		Depreciation			Market Value		Depreciation			Market Value		Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	44,943	$	(1,671	)	$	-	$	-		$	44,943	$	(1,671	)
Obligations of U.S. states and political subdivisions		559		(4	)		452,018		(24,252	)		452,577		(24,256	)
Corporate securities		45,045		(1,056	)		118,153		(12,368	)		163,198		(13,424	)
Asset-backed securities		366		(26	)		8,233		(1,883	)		8,599		(1,909	)
Mortgage-backed securities
Commercial		959		(34	)		3,312		(77	)		4,271		(111	)
Agency residential		213,093		(1,691	)		-		-			213,093		(1,691	)
Non-agency residential		1,272		(31	)		47,202		(7,024	)		48,474		(7,055	)
Foreign government securities		159,493		(2,158	)		69,109		(4,529	)		228,602		(6,687	)
Foreign corporate securities		124,325		(4,205	)		98,772		(10,924	)		223,097		(15,129	)
Total fixed maturity securities	$	590,055	$	(10,876	)	$	796,799	$	(61,057	)	$	1,386,854	$	(71,933	)
Equity securities		13		(2	)		-		-			13		(2	)
Total	$	590,068	$	(10,878	)	$	796,799	$	(61,057	)	$	1,386,867	$	(71,935	)

	Duration of Unrealized Loss at December 31, 2009 By Maturity
	Less than 12 months					Greater than 12 months					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
(Dollars in thousands)	Market Value		Depreciation			Market Value		Depreciation			Market Value		Depreciation
Fixed maturity securities
Due in one year or less	$	-	$	-		$	58,010	$	(4,887	)	$	58,010	$	(4,887	)
Due in one year through five years		192,929		(2,975	)		140,349		(9,129	)		333,278		(12,104	)
Due in five years through ten years		137,196		(2,934	)		54,279		(3,401	)		191,475		(6,335	)
Due after ten years		44,240		(3,185	)		485,414		(34,656	)		529,654		(37,841	)
Asset-backed securities		366		(26	)		8,233		(1,883	)		8,599		(1,909	)
Mortgage-backed securities		215,324		(1,756	)		50,514		(7,101	)		265,838		(8,857	)
Total fixed maturity securities	$	590,055	$	(10,876	)	$	796,799	$	(61,057	)	$	1,386,854	$	(71,933	)

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The aggregate market value and gross unrealized losses related to investments in an unrealized loss position as of December 31, 2009 were ~~$1,386.9 million~~$1,386,867 thousand and ~~$71.9 million,~~$71,935 thousand, respectively. There were no unrealized losses on a single security that exceeded 0.11% of the market value of the fixed maturity securities at December 31, 2009. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The ~~$10.9 million~~$10,878 thousand of unrealized losses related to fixed maturity and equity securities that have been in an unrealized loss position for less than one year were generally comprised of highly rated domestic and foreign government and corporate and mortgage-backed securities. Of these unrealized losses, ~~$10.7 million~~$10,658 thousand were ~~relate d~~related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The ~~$61.1 million~~$61,057 thousand of unrealized losses related to securities in an unrealized loss position for more than one year related primarily to highly rated municipal, domestic and foreign corporate, foreign government and mortgage-backed securities. Of these unrealized losses, ~~$50.5 million~~$50,505 thousand related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The non-investment grade securities with unrealized losses were mainly comprised of corporate and commercial mortgage-backed securities. The gross unrealized depreciation greater than 12 months for mortgage-backed securities included ~~$0.07 million~~$73 thousand related to sub-prime and alt-A loans. In all instances, projected cash flows were sufficient to recover the full book value of the investments and the related interest ~~obligations .~~obli gations. The mortgage-backed securities still had excess credit coverage and were current on interest and principal payments. ~~Unrealized losses decreased since December 31, 2008, as a result of improved conditions in the overall financial market resulting from increased liquidity and lower interest rates.~~

The components of net investment income are presented in the table below for the periods indicated:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(Dollars in thousands)	2010			2009			2010			2009
Fixed maturity securities	$	69,918		$	70,965		$	219,335		$	212,903
Equity securities		2,448			758			7,470			2,182
Short-term investments and cash		111			277			263			3,331
Other invested assets
Limited partnerships		1,071			(4,423	)		19,367			(36,548	)
Other		4,199			664			10,454			5,693
Total gross investment income		77,747			68,241			256,889			187,561
Interest debited (credited) and other expense		(3,535	)		(2,749	)		(8,224	)		(7,894	)
Total net investment income	$	74,212		$	65,492		$	248,665		$	179,667

Three Months Ended Six Months Ended
June 30, June 30,
(Dollars in thousands) 2010 2009 2010 2009
Fixed maturity securities $ 75,862 $ 71,610 $ 149,417 $ 141,938
Equity securities 2,618 730 5,022 1,424
Short-term investments and cash 75 842 152 3,054
Other invested assets
Limited partnerships 8,882 1,968 18,296 (32,125 )
Other 4,457 2,258 6,255 5,029
Total gross investment income 91,894 77,408 179,142 119,320
Interest debited (credited) and other expense (2,548 ) (2,892 ) (4,689 ) (5,145 )
Total net investment income $ 89,346 $ 74,516 $ 174,453 $ 114,175

The Company records results from limited partnership investments on the equity method of accounting with changes in value reported through net investment income. Due to the timing of receiving financial information from these partnerships, the results are generally reported on a one month or quarter lag. If the Company determines there has been a significant decline in value of a limited partnership during this lag period, a loss will be recorded in the period in which the Company indentifies the decline.

The Company had contractual commitments to invest up to an additional ~~$119.9 million~~$129,690 thousand in limited partnerships at ~~June~~September 30, 2010. These commitments will be funded when called in accordance with the partnership agreements, which have investment periods that expire, unless extended, through 2014.

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The components of net realized capital gains (losses) are presented in the table below for the periods indicated:

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
(Dollars in thousands)	2010			2009			2010			2009			2010			2009			2010			2009
Fixed maturity securities, market value:
Other-than-temporary impairments	$	-		$	(4,936	)	$	-		$	(5,510	)	$	(2,023	)	$	-		$	(2,023	)	$	(5,510	)
Gains (losses) from sales		1,617			(401	)		840			(28,481	)		(4,654	)		(4,131	)		(3,814	)		(32,612	)
Fixed maturity securities, fair value:
Gains (losses) from sales		190			133			273			229			480			172			753			401
Gains (losses) from fair value adjustments		(2,518	)		2,010			482			1,968			3,297			5,837			3,779			7,805
Equity securities, market value:
Gains (losses) from sales														-			8,041			-			8,041
Equity securities, fair value:
Gains (losses) from sales		(2,893	)		5,630			(999	)		5,184			951			1,299			(48	)		6,483
Gains (losses) from fair value adjustments		(30,017	)		17,296			(16,786	)		373			34,912			23,075			18,126			23,448
Other invested assets, fair value:
Gains (losses) from fair value adjustments		(61,853	)		3,203			(84,590	)		(19,012	)		126,608			67,103			42,018			48,091
Short-term investment gains (losses)		1			6			-			6			(2	)		(2	)		(2	)		4
Total net realized capital gains (losses)	$	(95,473	)	$	22,941		$	(100,780	)	$	(45,243	)	$	159,569		$	101,394		$	58,789		$	56,151

Proceeds from the sales of fixed maturity securities for the three months ended June 30, 2010 and 2009 were $212.2 million and $12.8 million, respectively. Gross gains of $5.5 million and $0.8 million and gross losses of $3.7 million and $1.0 million were realized on those fixed maturity securities sales for the three months ended June 30, 2010 and 2009, respectively. Proceeds from sales of equity securities for the three months ended June 30, 2010 and 2009 were $51.4 million and $10.6 million, respectively. Gross gains of $1.2 million and $5.7 million and gross losses of $4.1 million and $0.0 million were realized on those equity sales for the three months ended June 30, 2010 and 2009, respectively.

Proceeds from the sales of fixed maturity securities for the six months ended June 30, 2010 and 2009 were $380.2 million and $61.1 million, respectively. Gross gains of $7.3 million and $2.3 million and gross losses of $6.2 million and $30.6 million were realized on those fixed maturity securities sales for the six months ended June 30, 2010 and 2009, respectively. Proceeds from sales of equity securities for the six months ended June 30, 2010 and 2009 were $72.7 million and $12.2 million, respectively. Gross gains of $3.6 million and $5.9 million and gross losses of $4.6 million and $0.7 million were realized on those equity sales for the six months ended June 30, 2010 and 2009, respectively.

The Company ~~records fair value re-measurements~~recorded as net realized capital gains (losses) in the consolidated statements of operations and comprehensive income (loss). The Company recorded net realized capital losses of $94.4 million and net realized capital gains of $22.5 million for the three months ended June 30, 2010 and 2009, respectively, and net realized capital losses of $100.9 million and $16.7 million for the six months ended June 30, 2010 and 2009, respectively, due to both fair value re-measurements ~~on fixed maturity~~ and ~~equity securities and other invested assets, at fair value.~~

~~For the three and six months ended June 30, 2010, the Company had no~~ write-downs in the value of securities deemed to be impaired on an other-than-temporary basis ~~in net realized capital gains (losses). For the three and six months ended June 30, 2009, the Company recorded $4.9 million and $5.5 million, respectively, of write-downs~~as displayed in the ~~value of securities deemed to be impaired on an other-than-temporary basis in net realized capital gains (losses).~~table above. The Company had no other-than-temporary impaired securities where the impairment had both a credit and non-credit component.

~~Table~~The proceeds and split between gross gains and losses, from sales of ~~Contents~~

fixed maturity and equity securities, are presented in the table below for the periods indicated:

4.	~~FAIR VALUE~~

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(Dollars in thousands)	2010			2009			2010			2009
Proceeds from sales of fixed maturity securities	$	96,356		$	38,612		$	476,531		$	99,708
Gross gains from sales		642			2,278			7,963			4,584
Gross losses from sales		(4,816	)		(6,237	)		(11,024	)		(36,795	)

Proceeds from sales of equity secuities	$	14,899		$	34,338		$	87,641		$	46,563
Gross gains from sales		1,033			9,368			4,616			15,255
Gross losses from sales		(82	)		(28	)		(4,664	)		(731	)

4. FAIR VALUE

The Company’s fixed maturity and equity securities are managed by third party investment asset managers. The investment asset managers obtain prices from nationally recognized pricing services. These services seek to utilize market data and observations in their evaluation process. They use pricing applications that vary by asset class and incorporate available market information and when fixed maturity securities do not trade on a daily basis the services will apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. In addition, they use model processes, such as the Option Adjusted Spread model to develop prepayment and interest rate scenarios for securities that have prepayment features.

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In limited instances where prices are not provided by pricing services or in rare instances when a manager may not agree with the pricing service, price quotes on a non-binding basis are obtained from investment brokers. The investment asset managers do not make any changes to prices received from either the pricing services or the investment brokers. In addition, the investment asset managers have procedures in place to review the reasonableness of the prices from the service providers and may request verification of the prices. In addition, the Company tests the prices on a random basis to an independent pricing source. In limited situations, where financial markets are inactive or illiquid, the Company may use its own assumptions about future cash flows and risk-adjusted discount rate s to determine fair value. The Company made no such adjustments at ~~June~~September 30, 2010.

Fixed maturity securities are generally categorized as Level 2, Significant Other Observable Inputs, since a particular security may not have traded but the pricing services are able to use valuation models with observable market inputs such as interest rate yield curves and prices for similar fixed maturity securities in terms of issuer, maturity and seniority. Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk) are categorized as Level 3, Significant Unobservable Inputs. These securities include broker priced securities and valuation of less liquid securities such as commercial mortgage-backed securities.

Equity securities in U.S. denominated currency are categorized as Level 1, Quoted Prices in Active Markets for Identical Assets, since the securities are actively traded on an exchange and prices are based on quoted prices from the exchange. Equity securities traded on foreign exchanges are categorized as Level 2 due to potential foreign exchange adjustments to fair or market value.

Other invested assets, at fair value, are categorized as Level 1, Quoted Prices in Active Markets for Identical Assets, since the securities are shares of the Company’s parent, which are actively traded on an exchange and the price is based on a quoted price.

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The following table presents the fair value measurement levels for all assets, which the Company has recorded at fair value (fair and market value) as of the period indicated:

			Fair Value Measurement Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	September 30, 2010		(Level 1)		(Level 2)		(Level 3)
Assets:
Fixed maturities, market value
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	157,812	$	-	$	157,812	$	-
Obligations of U.S. States and political subdivisions		3,622,053		-		3,622,053		-
Corporate securities		752,268		-		745,277		6,991
Asset-backed securities		25,702		-		25,183		519
Mortgage-backed securities
Commercial		40,646		-		40,646		-
Agency residential		403,795		-		403,795		-
Non-agency residential		29,923		-		29,461		462
Foreign government securities		739,829		-		739,829		-
Foreign corporate securities		596,772		-		596,772		-
Total fixed maturities, market value		6,368,800		-		6,360,828		7,972

Fixed maturities, fair value		116,376		-		116,376		-
Equity securities, market value		12		12		-		-
Equity securities, fair value		382,279		382,279		-		-
Other invested assets, fair value		752,533		752,533		-		-

Fair Value Measurement Using:
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
(Dollars in thousands) June 30, 2010 (Level 1) (Level 2) (Level 3)
Assets:
Fixed maturities, market value
U.S. Treasury securities and obligations of
U.S. government agencies and corporations $ 150,792 $ - $ 150,792 $ -
Obligations of U.S. States and political subdivisions 3,634,029 - 3,634,029 -
Corporate securities 746,192 - 739,227 6,965
Asset-backed securities 27,403 - 20,841 6,562
Mortgage-backed securities
Commercial 39,402 - 39,402 -
Agency residential 438,582 - 438,582 -
Non-agency residential 61,438 - 60,941 497
Foreign government securities 728,609 - 728,609 -
Foreign corporate securities 566,564 - 566,564 -
Total fixed maturities, market value 6,393,011 - 6,378,987 14,024

Fixed maturities, fair value 66,351 - 66,351 -
Equity securities, market value 12 12 - -
Equity securities, fair value 340,377 340,377 - -
Other invested assets, fair value 545,160 545,160 - -

There were no significant transfers between Level 1 and Level 2 for the ~~six~~nine months ended ~~June~~September 30, 2010.

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The following table presents the fair value measurement levels for all assets, which the Company has recorded at fair value (fair and market value) as of the period indicated:

			Fair Value Measurement Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	December 31, 2009		(Level 1)		(Level 2)		(Level 3)
Assets:
Fixed maturities, market value
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	134,291	$	-	$	134,291	$	-
Obligations of U.S. States and political subdivisions		3,853,859		-		3,853,859		-
Corporate securities		635,381		-		628,451		6,930
Asset-backed securities		15,148		-		8,890		6,258
Mortgage-backed securities
Commercial		29,058		-		29,058		-
Agency residential		564,707		-		564,707		-
Non-agency residential		54,959		-		54,533		426
Foreign government securities		659,217		-		659,217		-
Foreign corporate securities		516,548		-		516,548		-
Total fixed maturities, market value		6,463,168		-		6,449,554		13,614

Fixed maturities, fair value		50,528		-		50,528		-
Equity securities, market value		13		13		-		-
Equity securities, fair value		380,025		379,058		967		-
Other invested assets, fair value		382,639		382,639		-		-

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The following tables present the activity under Level 3, fair value measurements using significant unobservable inputs ~~for fixed maturity investments,~~by asset type, for the periods indicated:

	By Asset
	Three Months Ended September 30, 2010											Nine Months Ended September 30, 2010
	Corporate		Asset-backed			Non-agency						Corporate			Asset-backed			Non-agency
(Dollars in thousands)	Securities		Securities			RMBS			Total			Securities			Securities			RMBS			Total
Beginning balance	$	6,965	$	6,562		$	497		$	14,024		$	6,930		$	6,258		$	426		$	13,614
Total gains or (losses) (realized/unrealized)
Included in earnings (or changes in net assets)		-		(258	)		32			(226	)		(1	)		(258	)		81			(178	)
Included in other comprehensive income (loss)		26		1,628			(22	)		1,632			62			1,672			70			1,804
Purchases, issuances and settlements		-		(7,413	)		(45	)		(7,458	)		-			(7,153	)		(115	)		(7,268	)
Transfers in and/or (out) of Level 3		-		-			-			-			-			-			-			-
Ending balance	$	6,991	$	519		$	462		$	7,972		$	6,991		$	519		$	462		$	7,972

The amount of total gains or losses for the period included
in earnings (or changes in net assets) attributable to the
change in unrealized gains or losses relating to assets
still held at the reporting date	$	-	$	-		$	-		$	-		$	-		$	-		$	-		$	-

(Some amounts may not reconcile due to rounding.)

By Asset
Three Months Ended June 30, 2010 Six Months Ended June 30, 2010
Corporate Asset-backed Non-agency Corporate Asset-backed Non-agency
(Dollars in thousands) Securities Securities RMBS Total Securities Securities RMBS Total
Beginning balance $ 6,930 $ 6,368 $ 456 $ 13,754 $ 6,930 $ 6,258 $ 426 $ 13,614
Total gains or (losses) (realized/unrealized)
Included in earnings (or changes in net assets) (1 ) - 24 23 (1 ) - 49 48
Included in other comprehensive income (loss) 36 122 51 209 36 44 92 172
Purchases, issuances and settlements - 72 (34 ) 38 - 260 (70 ) 190
Transfers in and/or (out) of Level 3 - - - - - - - -
Ending balance $ 6,965 $ 6,562 $ 497 $ 14,024 $ 6,965 $ 6,562 $ 497 $ 14,024

The amount of total gains or losses for the period included
in earnings (or changes in net assets) attributable to the
change in unrealized gains or losses relating to assets
still held at the reporting date $ - $ - $ - $ - $ - $ - $ - $ -

(Some amounts may not reconcile due to rounding.)

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Summary
Three Months Ended Six Months Ended
June 30, June 30,
(Dollars in thousands) 2010 2009 2010 2009
Assets:
Balance, beginning of period $ 13,754 $ 7,464 $ 13,614 $ 10,967
Total gains or (losses) (realized/unrealized)
Included in earnings (or changes in net assets) 23 21 48 (4 )
Included in other comprehensive income (loss) 209 375 172 556
Purchases, issuances and settlements 38 (3,054 ) 190 (79 )
Transfers in and/or (out) of Level 3 - 7,001 - 367
Balance, end of period $ 14,024 $ 11,807 $ 14,024 $ 11,807

The amount of total gains or losses for the period included in earnings
(or changes in net assets) attributable to the change in unrealized
gains or losses relating to assets still held at the reporting date $ - $ - $ - $ (131 )

5.	~~CAPITAL TRANSACTIONS~~

	By Asset
	Three Months Ended September 30, 2009											Nine Months Ended September 30, 2009
	Corporate		Asset-backed			Non-agency						Corporate			Asset-backed			Non-agency
(Dollars in thousands)	Securities		Securities			RMBS			Total			Securities			Securities			RMBS			Total
Beginning balance	$	6,230	$	5,123		$	454		$	11,807		$	7,000		$	3,409		$	558		$	10,967
Total gains or (losses) (realized/unrealized)
Included in earnings (or changes in net assets)		-		-			46			46			(1	)		-			43			42
Included in other comprehensive income (loss)		630		479			27			1,136			(139	)		1,826			5			1,692
Purchases, issuances and settlements		-		-			(113	)		(113	)		-			-			(192	)		(192	)
Transfers in and/or (out) of Level 3		-		(149	)		-			(149	)		-			218			-			218
Ending balance	$	6,860	$	5,453		$	414		$	12,727		$	6,860		$	5,453		$	414		$	12,727

The amount of total gains or losses for the period included
in earnings (or changes in net assets) attributable to the
change in unrealized gains or losses relating to assets
still held at the reporting date	$	-	$	-		$	-		$	-		$	-		$	(73	)	$	(58	)	$	(131	)

(Some amounts may not reconcile due to rounding.)

5. CAPITAL TRANSACTIONS

On December 17, 2008, Group and Holdings renewed their shelf registration statement on Form S-3ASR with the SEC, as a Well Known Seasoned Issuer. This shelf registration statement can be used by Group to register common shares, preferred shares, debt securities, warrants, share purchase contracts and share purchase units; by Holdings to register debt securities and by Everest Re Capital Trust III (“Capital Trust III”) to register trust preferred securities.

6. CONTINGENCIES

~~Table of Contents~~

6.	~~CONTINGENCIES~~

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance, reinsurance and other contractual agreements. In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, the Company believes that its positions are legally and commercially reasonable. While the final outcom e of these matters cannot be predicted with certainty, the Company does not believe that any of these matters, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, an adverse resolution of one or more of these items in any one quarter or fiscal year could have a material adverse effect on the Company’s results of operations in that period.

The Company does not believe that there are any material pending legal proceedings to which it or any of its subsidiaries is a party or of which any of their properties are the subject.

The Company continues to receive claims under expired insurance and reinsurance contracts asserting injuries and/or damages relating to or resulting from environmental pollution and hazardous substances, including asbestos. Environmental claims typically assert liability for (a) the mitigation or remediation of environmental contamination or (b) bodily injury or property damage caused by the release of hazardous substances into the land, air or water. Asbestos claims typically assert liability for bodily injury from exposure to asbestos or for property damage resulting from asbestos or products containing asbestos.

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The Company’s reserves include an estimate of the Company’s ultimate liability for asbestos and environmental (“A&E”) claims. As of ~~June~~September 30, 2010, approximately 8% of the Company’s gross reserves were an estimate of the Company’s ultimate liability for A&E claims. The Company’s A&E liabilities emanate from Mt. McKinley Insurance Company’s (“Mt. McKinley”), a direct subsidiary of the Company, direct insurance business and Everest Re’s assumed reinsurance business. All of the contracts of insurance and reinsurance under which the Company has received claims during the past three years, expired more than 20 years ago. There are significant uncertainties surrounding the Company’s reserves for its A&E ~~loss es.~~losses.

A&E exposures represent a separate exposure group for monitoring and evaluating reserve adequacy. The following table summarizes incurred losses with respect to A&E on both a gross and net of retrocessional basis for the periods indicated:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(Dollars in thousands)	2010			2009			2010			2009
Gross basis:
Beginning of period reserves	$	614,135		$	704,507		$	638,674		$	786,842
Incurred losses		-			-			-			-
Paid losses		(36,598	)		(52,170	)		(61,137	)		(134,505	)
End of period reserves	$	577,537		$	652,337		$	577,537		$	652,337

Net basis:
Beginning of period reserves	$	412,651		$	455,379		$	430,421		$	485,296
Incurred losses		-			-			-			-
Paid losses		(14,693	)		(13,527	)		(32,463	)		(43,444	)
End of period reserves	$	397,958		$	441,852		$	397,958		$	441,852

Three Months Ended Six Months Ended
June 30, June 30,
(Dollars in thousands) 2010 2009 2010 2009
Gross basis:
Beginning of period reserves $ 625,208 $ 768,761 $ 638,674 $ 786,842
Incurred losses - - - -
Paid losses (11,073 ) (64,254 ) (24,539 ) (82,335 )
End of period reserves $ 614,135 $ 704,507 $ 614,135 $ 704,507

Net basis:
Beginning of period reserves $ 419,230 $ 475,209 $ 430,421 $ 485,296
Incurred losses - - - -
Paid losses (6,579 ) (19,830 ) (17,770 ) (29,917 )
End of period reserves $ 412,651 $ 455,379 $ 412,651 $ 455,379

At ~~June~~September 30, 2010, the gross reserves for A&E losses were comprised of ~~$133.9 million~~$131,785 thousand representing case reserves reported by ceding companies, ~~$136.8 million~~$131,818 thousand representing additional case reserves established by the Company on assumed reinsurance claims, ~~$58.7 million~~$41,245 thousand representing case reserves established by the Company on direct excess insurance claims, including Mt. McKinley and ~~$284.8 million~~$272,689 thousand representing IBNR reserves.

~~Table of Contents~~

With respect to asbestos only, at ~~June~~September 30, 2010, the Company had gross asbestos loss reserves of ~~$586.1 million,~~$551,439 thousand, or ~~95.4%~~95.5%, of total A&E reserves, of which ~~$459.3 million~~$445,766 thousand was for assumed business and ~~$126.8 million~~$105,673 thousand was for direct business.

Management believes that these uncertainties and factors continue to render reserves for A&E and particularly asbestos losses significantly less subject to traditional actuarial analysis than reserves for other types of losses. The Company establishes reserves to the extent that, in the judgment of management, the facts and prevailing law reflect an exposure for the Company or its ceding companies.

Due to the uncertainties, the ultimate losses attributable to A&E, and particularly asbestos, may be subject to more variability than are non-A&E reserves and such variation, depending on coverage under the Company’s various reinsurance arrangements, could have a material adverse effect on the Company’s future financial condition, results of operations and cash flows.

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In 1993 and prior, the Company had a business arrangement with The Prudential Insurance Company of America (“The Prudential”) wherein, for a fee, the Company accepted settled claim payment obligations of certain property and casualty insurers, and, concurrently, became the owner of the annuity or assignee of the annuity proceeds funded by the property and casualty insurers specifically to fulfill these fully settled obligations. In these circumstances, the Company would be liable if The Prudential, which has an A+ (Superior) financial strength rating from A.M. Best Company (“A.M. Best”), was unable to make the annuity payments. ~~At June 30, 2010 and December 31, 2009,~~The table below presents the estimated cost to replace all such annuities for which the Company was contingently liable ~~was $156.0 million and $1 52.3 million, respectively.~~for the periods indicated:

(Dollars in thousands)		At September 30, 2010				At December 31, 2009
		$	150,614			$	152,340

Prior to its 1995 initial public offering, the Company had purchased annuities from an unaffiliated life insurance company with an A+ (Superior) financial strength rating from A.M. Best to settle certain claim liabilities of the company. Should the life insurance company become unable to make the annuity payments, the Company would be liable for those claim liabilities. ~~At June 30, 2010 and December 31, 2009,~~The table below presents the estimated cost to replace all such annuities for which the Company was ~~$25.6 million and $24.6 million, respectively.~~contingently liable for the periods indicated:

7.	~~OTHER COMPREHENSIVE INCOME (LOSS)~~

(Dollars in thousands)		At September 30, 2010				At December 31, 2009
		$	26,030			$	24,568

7. OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the components of comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss) for the periods indicated:

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
(Dollars in thousands)	2010			2009			2010			2009			2010			2009			2010			2009
Unrealized appreciation (depreciation) ("URA(D)") on
securities arising during the period
URA(D) of investments - temporary	$	46,846			75,709		$	50,512		$	163,651		$	83,543		$	228,551		$	134,055		$	392,202
URA(D) of investments - non-credit OTTI		(469	)		5,598			2,582			5,598			384			4,056			2,966			9,654
Tax benefit (expense) from URA(D) arising during the period		(16,232	)		(28,457	)		(18,583	)		(59,237	)		(29,374	)		(81,413	)		(47,957	)		(140,650	)
Total URA(D) on securities arising during the period, net of tax		30,145			52,850			34,511			110,012			54,553			151,194			89,064			261,206

Foreign currency translation adjustments		(8,896	)		45,819			1,830			17,077			16,528			16,204			18,358			33,281
Tax benefit (expense) from foreign currency translation		3,114			(16,037	)		(640	)		(5,977	)		(5,785	)		(5,672	)		(6,425	)		(11,649	)
Net foreign currency translation adjustments		(5,782	)		29,782			1,190			11,100			10,743			10,532			11,933			21,632

Pension adjustments		671			1,900			1,299			1,900			649			949			1,948			2,849
Tax benefit (expense) on pension		(235	)		(232	)		(455	)		(232	)		(227	)		(332	)		(682	)		(564	)
Net pension adjustments		436			1,668			844			1,668			422			617			1,266			2,285

Other comprehensive income (loss), net of tax	$	24,799		$	84,300		$	36,545		$	122,780		$	65,718		$	162,343		$	102,263		$	285,123

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The following table presents the components of accumulated other comprehensive income (loss), net of tax, in the consolidated balance sheets for the periods indicated:

	June 30,			December 31,			At September 30,			At December 31,
(Dollars in thousands)	2010			2009			2010			2009
URA(D) on securities, net of deferred taxes
Temporary	$	168,403		$	135,570		$	222,706		$	135,570
Non-credit, OTTI		353			(1,325	)		603			(1,325	)
Total unrealized appreciation (depreciation) on investments, net of deferred taxes		168,756			134,245			223,309			134,245
Foreign currency translation adjustments, net of deferred taxes		58,191			57,001			68,934			57,001
Pension adjustments, net of deferred taxes		(23,424	)		(24,268	)		(23,002	)		(24,268	)
Accumulated other comprehensive income (loss)	$	203,523		$	166,978		$	269,241		$	166,978

8.	8. CREDIT FACILITY

Holdings Credit Facility

Effective August 23, 2006, Holdings entered into a five year, ~~$150.0 million~~$150,000 thousand senior revolving credit facility with a syndicate of lenders referred to as the “Holdings Credit Facility”. Citibank N.A. is the administrative agent for the Holdings Credit Facility. The Holdings Credit Facility may be used for liquidity and general corporate purposes. The Holdings Credit Facility provides for the borrowing of up to ~~$150.0 million~~$150,000 thousand with interest at a rate selected by Holdings equal to either, (1) the Base Rate (as defined below) or (2) a periodic fixed rate equal to the Eurodollar Rate plus an applicable margin. The Base Rate means a fluctuating interest rate per annum in effect from time to time to be equal to the higher of (a) the rate of interest publicly announced by ~~Citibank~~Citiba nk as its prime rate or (b) 0.5% per annum above the Federal Funds Rate, in each case plus the applicable margin. The amount of margin and the fees payable for the Holdings Credit Facility depends upon Holdings’ senior unsecured debt rating.

The Holdings Credit Facility requires Holdings to maintain a debt to capital ratio of not greater than 0.35 to 1 and Everest ReReinsurance Company (“Everest Re”) to maintain its statutory surplus at ~~$1.5 billion~~$1,500,000 thousand plus 25% of future aggregate net income and 25% of future aggregate capital contributions after December 31, 2005, which at ~~June~~September 30, 2010, was ~~$1,954.2 million.~~$1,970,322 thousand. As of ~~June~~September 30, 2010, Holdings was in compliance with all Holdings Credit Facility covenants.

At June 30, 2010, the Company had outstanding $133.0 million of short-term loans and $17.0 million of letters of credit under the Holdings Credit Facility. At December 31, 2009, the Company had outstanding $28.0 million of letters of credit under the Holdings Credit Facility. The following table summarizes outstanding letters of credit and/or borrowings ~~as of June 30, 2010.~~

(Dollars in thousands)
Bank Commitment In Use Date of Loan Maturity/Expiry Date
Citibank Holdings Credit Facility $ 150,000 $ 25,000 5/7/2010 8/9/2010
25,000 5/10/2010 8/10/2010
25,000 5/14/2010 8/16/2010
25,000 5/19/2010 8/19/2010
20,000 6/11/2010 9/13/2010
13,000 6/15/2010 9/15/2010
Total short-term borrowings 133,000
Total letters of credit 16,951 12/31/2010

Total Citibank Holdings Credit Facility $ 150,000 $ 149,951

~~Costs incurred in connection with the Holdings Credit Facility were $130.2 thousand and $31.5 thousand~~ for the ~~three months ended June 30, 2010 and 2009, respectively, and $165.8 thousand and $57.8 thousand for the six months ended June 30, 2010 and 2009, respectively.~~periods indicated:

(Dollars in thousands)	At September 30, 2010						At December 31, 2009
Bank	Commitment		In Use		Date of Loan	Maturity/Expiry Date	Commitment		In Use		Date of Loan	Maturity/Expiry Date
Citibank Holdings Credit Facility	$	150,000	$	50,000	9/01/2010	10/01/2010	$	150,000	$	-
				20,000	9/13/2010	10/13/2010				-
				13,000	9/15/2010	10/15/2010				-
Total revolving credit borrowings				83,000						-
Total letters of credit				16,951		12/31/2010				27,959		12/31/2010

Total Citibank Holdings Credit Facility	$	150,000	$	99,951			$	150,000	$	27,959

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9.	~~TRUST AGREEMENTS~~

The following table presents the costs incurred in connection with the Holdings Credit Facility for the periods indicated:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2010		2009		2010		2009
Credit facility fees incurred	$	225	$	108	$	376	$	166

9. TRUST AGREEMENTS

A subsidiary of the Company, Everest Re, has established a trust agreement, which effectively uses Everest Re’s investments as collateral, as security for assumed losses payable to a non-affiliated ceding company. At ~~June~~September 30, 2010, the total amount on deposit in the trust account was ~~$24.6 million.~~$26,046 thousand.

10. SENIOR NOTES

Holdings has completed multiple public offerings. The table below displays Holdings’ outstanding senior notes. Market value is based on quoted market prices.

~~10.~~

~~SENIOR NOTES~~

					September 30, 2010				December 31, 2009
					Consolidated Balance				Consolidated Balance
(Dollars in thousands)	Date Issued	Date Due	Principal Amounts		Sheet Amount		Market Value		Sheet Amount		Market Value
5.40% Senior notes	10/12/2004	10/15/2014	$	250,000	$	249,801	$	270,000	$	249,769	$	256,100
8.75% Senior notes (matured and paid on March 15, 2010)	03/14/2000	03/15/2010	$	200,000	$	-	$	-	$	199,970	$	200,000

On October 12, 2004, Holdings completed a public offering of $250.0 million principal amount of 5.40% senior notes due October 15, 2014. On March 14, 2000, Holdings completed a public offering of $200.0 million principal amount of 8.75% senior notes due March 15, 2010. On March 15, 2010, the $200.0 million principal amount of 8.75% senior notes matured, and was paid in cash.

Interest expense incurred in connection with these senior notes ~~was $3.4 million and $7.8 million~~is as follows for the three months ended June 30, 2010 and 2009, respectively, and $10.4 million and $15.6 million for the six months ended June 30, 2010 and 2009, respectively. Market value, which is based on quoted market prices at June 30, 2010 and December 31, 2009, was $256.6 million and $256.1 million, respectively, for the 5.40% senior notes and $200.0 million for the 8.75% senior notes at December 31, 2009.periods indicated:

~~11.~~

~~LONG TERM SUBORDINATED NOTES~~

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2010		2009		2010		2009
Interest expense incurred	$	3,386	$	7,798	$	13,833	$	23,391

~~On April 26, 2007, Holdings completed a public offering of $400.0 million principal amount of 6.6%~~11. LONG TERM SUBORDINATED NOTES

The table below displays Holdings’ outstanding fixed to floating rate long term subordinated ~~notes with a scheduled maturity date of May 15, 2037 and a final maturity date of May 1, 2067.~~ notes. Market value is based on quoted market prices.

Maturity Date

September 30, 2010

December 31, 2009

Original

Consolidated Balance

(Dollars in thousands)

Date Issued

Principal Amount

Scheduled

Final

Sheet Amount

Market Value

Sheet Amount

Market Value

6.6% Long term subordinated notes

04/26/2007

400,000

05/15/2037

05/01/2067

238,350

220,072

238,348

176,534

During the fixed rate interest period from May 3, 2007 through May 14, 2017, interest will be at the annual rate of 6.6%, payable semi-annually in arrears on November 15 and May 15 of each year, commencing on November 15, 2007, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years. During the floating rate interest period from May 15, 2017 through maturity, interest will be based on the 3 month ~~London Interbank Offered Rate (“LIBOR”)~~LIBOR plus 238.5 basis points, reset quarterly, payable quarterly in arrears on ~~Fe bruary~~February 15, May 15, August 15 and November 15 of each year, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years. Deferred interest will accumulate interest at the applicable rate compounded semi-annually for periods prior to May 15 , 2017, and compounded quarterly for periods from and including May 15, 2017.

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Holdings can redeem the long term subordinated notes prior to May 15, 2017, in whole but not in part at the applicable redemption price, which will equal the greater of (a) 100% of the principal amount being redeemed and (b) the present value of the principal payment on May 15, 2017 and scheduled payments of interest that would have accrued from the redemption date to May 15, 2017 on the long term subordinated notes being redeemed, discounted to the redemption date on a semi-annual basis at a discount rate equal to the treasury rate plus an applicable spread of either 0.25% or 0.50%, in each case plus accrued and unpaid interest. Holdings may redeem the long term subordinated notes on or after May 15, 2017, in whole or in part at 100% of the principal amount plus accrued and unpaid interest; however, redemption on or af ter the scheduled maturity date and prior to May 1, 2047 is subject to a replacement capital covenant. This covenant is for the benefit of certain senior note holders and it mandates that Holdings receive proceeds from the sale of another subordinated debt issue, of at least similar size, before it may redeem the subordinated notes.

On March 19, 2009, Group announced the commencement of a cash tender offer for any and all of the ~~6.6%~~6.60% fixed to floating rate long term subordinated notes. Upon expiration of the tender offer, the Company had reduced its outstanding debt by ~~$161.4 million,~~$161,441 thousand, which resulted in a pre-tax gain on debt repurchase of ~~$78.3 million.~~$78,271 thousand.

Interest expense incurred in connection with these long term subordinated notes ~~was $3.9 million~~is as follows for the three months ended June 30, 2010 and 2009, and $7.9 million and $10.4 million for the six months ended June 30, 2010 and 2009, respectively. Market value, which is based on quoted market prices at June 30, 2010 and December 31, 2009, was $206.4 million and $176.5 million on the outstanding 6.6% long term subordinated notes, respectively.periods indicated:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2010		2009		2010		2009
Interest expense incurred	$	3,937	$	3,937	$	11,811	$	14,385

12. JUNIOR SUBORDINATED DEBT SECURITIES PAYABLE

~~Table of Contents~~

~~12.~~

~~JUNIOR SUBORDINATED DEBT SECURITIES PAYABLE~~

~~On March 29, 2004, Holdings issued $329.9 million of 6.20%~~The following table displays Holdings’ outstanding junior subordinated debt securities due ~~March 29, 2034,~~ to Everest Re Capital Trust II (“Capital Trust II”). , a wholly owned finance subsidiary of Holdings. Fair value is primarily based on the quoted market price of the related trust preferred securities.

					September 30, 2010				December 31, 2009
					Consolidated Balance				Consolidated Balance
(Dollars in thousands)	Date Issued	Date Due	Amount Issued		Sheet Amount		Fair Value		Sheet Amount		Fair Value
6.20% Junior subordinated debt securities	03/29/2004	03/29/2034	$	329,897	$	329,897	$	319,913	$	329,897	$	272,553

Holdings may redeem the junior subordinated debt securities before their maturity at 100% of their principal amount plus accrued interest as of the date of redemption. The securities may be redeemed, in whole or in part, on one or more occasions at any time on or after March 30, 2009; or at any time, in whole, but not in part, within 90 days of the occurrence and continuation of a determination that the Trust may become subject to tax or the Investment Company Act.

Fair value, which is primarily based on the quoted market price of the related trust preferred securities was $269.7 million and $272.6 million at June 30, 2010 and December 31, 2009, respectively, for the 6.20% junior subordinated debt securities.

Interest expense incurred in connection with these junior subordinated ~~notes was $5.1 million~~debt securities is as follows for the ~~three months ended June 30, 2010 and 2009, and $10.2 million for the six months ended June 30, 2010 and 2009.~~periods indicated:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2010		2009		2010		2009
Interest expense incurred	$	5,113	$	5,113	$	15,340	$	15,340

~~Capital Trust II is a wholly owned finance subsidiary~~

Table of ~~Holdings.~~Contents

Holdings considers that the mechanisms and obligations relating to the trust preferred securities, taken together, constitute a full and unconditional guarantee by Holdings of Capital Trust II’s payment obligations with respect to ~~the~~their trust preferred securities.

Capital Trust II will redeem all of the outstanding trust preferred securities when the junior subordinated debt securities are paid at maturity on March 29, 2034. The Company may elect to redeem the junior subordinated debt securities, in whole or in part, at any time on or after March 30, 2009. If such an early redemption occurs, the outstanding trust preferred securities would also be proportionately redeemed.

There are certain regulatory and contractual restrictions on the ability of ~~the Company’s~~Holdings’ operating subsidiaries to transfer funds to ~~the Company~~Holdings in the form of cash dividends, loans or advances. The insurance laws of the State of Delaware, where ~~the Company’s~~Holdings’ direct insurance subsidiaries are domiciled, require regulatory approval before those subsidiaries can pay dividends or make loans or advances to ~~the Company~~Holdings that exceed certain statutory thresholds. In addition, the terms of ~~the~~ Holdings Credit Facility (discussed in Note 8)10) require Everest Re, ~~the Company’s~~Holdings’ principal insurance subsidiary, to maintain a certain statutory surplus level as measured at the end of each fiscal year. At December 31, 2009, ~~$2,352.0 million~~$2,351,990 thousand of the ~~$3,271.1 million~~$3,271,079 thousand in net assets of ~~the Company’ ;s~~Holdings’ consolidated ~~subsidiaries~~sub sidiaries were subject to the foregoing regulatory restrictions.

13.	SEGMENT REPORTING

The Company, through its subsidiaries, operates in four segments: U.S. Reinsurance, U.S. Insurance, Specialty Underwriting and International. The U.S. Reinsurance operation writes property and casualty reinsurance, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies within the U.S. The U.S. Insurance operation writes property and casualty insurance primarily through general agents, brokers and surplus lines brokers within the U.S. The Specialty Underwriting operation writes accident and health (“A&H”), marine, aviation and surety business within the U.S. and worldwide through brokers and directly with ceding companies. The International operation writes non-U.S. property and casualty reinsurance through Everest Re’s branches in Canada and Singapore and offices in Miami and New Jersey.

~~Table of Contents~~

These segments are managed independently, but conform with corporate guidelines with respect to pricing, risk management, control of aggregate catastrophe exposures, capital, investments and support operations. Management generally monitors and evaluates the financial performance of these operating segments based upon their underwriting results.

Underwriting results include earned premium less losses and loss adjustment expenses (“LAE”) incurred, commission and brokerage expenses and other underwriting expenses. Underwriting results are measured using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which, respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.

The Company does not maintain separate balance sheet data for its operating segments. Accordingly, the Company does not review and evaluate the financial results of its operating segments based upon balance sheet data.

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The following tables present the underwriting results for the operating segments for the periods indicated:

	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
U.S. Reinsurance	June 30,				June 30,				September 30,				September 30,
(Dollars in thousands)	2010		2009		2010		2009		2010		2009		2010		2009
Gross written premiums	$	268,215	$	266,151	$	512,223	$	530,482	$	372,358	$	345,567	$	884,581	$	876,049
Net written premiums		150,462		156,751		278,924		296,183		205,125		191,666		484,049		487,849	��

Premiums earned	$	162,492	$	180,697	$	289,493	$	327,030	$	159,666	$	162,037	$	449,159	$	489,067
Incurred losses and LAE		84,346		85,963		174,454		176,104		84,320		56,158		258,774		232,262
Commission and brokerage		35,854		37,209		63,072		69,128		25,070		21,397		88,142		90,525
Other underwriting expenses		9,377		8,023		17,183		15,585		8,933		9,665		26,116		25,250
Underwriting gain (loss)	$	32,915	$	49,502	$	34,784	$	66,213	$	41,343	$	74,817	$	76,127	$	141,030

	Three Months Ended						Nine Months Ended
U.S. Insurance	September 30,						September 30,
(Dollars in thousands)	2010			2009			2010			2009
Gross written premiums	$	211,632		$	230,491		$	644,810		$	648,719
Net written premiums		89,218			76,400			272,497			301,910

Premiums earned	$	103,971		$	89,237		$	291,324		$	306,860
Incurred losses and LAE		98,989			71,423			243,739			210,329
Commission and brokerage		10,432			10,512			18,171			32,379
Other underwriting expenses		19,479			19,982			52,335			56,415
Underwriting gain (loss)	$	(24,929	)	$	(12,680	)	$	(22,921	)	$	7,737

	Three Months Ended					Six Months Ended				Three Months Ended				Nine Months Ended
U.S. Insurance	June 30,					June 30,
Specialty Underwriting										September 30,				September 30,
(Dollars in thousands)	2010			2009		2010		2009		2010		2009		2010			2009
Gross written premiums	$	204,941		$	213,511	$	433,178	$	418,228	$	65,929	$	67,615	$	197,671		$	183,726
Net written premiums		80,812			104,358		183,279		225,510		35,130		38,259		110,192			102,990

Premiums earned	$	86,187		$	105,651	$	187,353	$	217,623	$	37,716	$	39,182	$	115,956		$	108,513
Incurred losses and LAE		71,800			57,762		144,750		138,906		25,226		25,197		87,199			73,740
Commission and brokerage		6,098			9,849		7,739		21,867		7,664		10,510		25,171			29,435
Other underwriting expenses		16,279			19,152		32,856		36,433		2,143		2,383		6,501			6,227
Underwriting gain (loss)	$	(7,990	)	$	18,888	$	2,008	$	20,417	$	2,683	$	1,092	$	(2,915	)	$	(889	)

	Three Months Ended				Nine Months Ended
International	September 30,				September 30,
(Dollars in thousands)	2010		2009		2010			2009
Gross written premiums	$	323,741	$	272,603	$	906,089		$	797,606
Net written premiums		168,400		146,330		479,655			435,650

Premiums earned	$	163,949	$	147,864	$	465,721		$	433,099
Incurred losses and LAE		118,390		89,214		478,966			260,964
Commission and brokerage		38,289		34,840		106,009			100,062
Other underwriting expenses		6,675		6,159		20,363			16,463
Underwriting gain (loss)	$	595	$	17,651	$	(139,617	)	$	55,610

Three Months Ended Six Months Ended
Specialty Underwriting June 30, June 30,
(Dollars in thousands) 2010 2009 2010 2009
Gross written premiums $ 65,855 $ 57,188 $ 131,742 $ 116,111
Net written premiums 37,823 32,126 75,062 64,731

Premiums earned $ 39,342 $ 32,495 $ 78,240 $ 69,331
Incurred losses and LAE 34,512 23,160 61,973 48,543
Commission and brokerage 8,972 8,858 17,507 18,925
Other underwriting expenses 2,407 1,999 4,358 3,844
Underwriting gain (loss) $ (6,549 ) $ (1,522 ) $ (5,598 ) $ (1,981 )

2122

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Three Months Ended Six Months Ended
International June 30, June 30,
(Dollars in thousands) 2010 2009 2010 2009
Gross written premiums $ 306,998 $ 274,253 $ 582,348 $ 525,003
Net written premiums 166,046 153,964 311,255 289,320

Premiums earned $ 154,703 $ 141,931 $ 301,772 $ 285,235
Incurred losses and LAE 124,091 79,223 360,576 171,750
Commission and brokerage 37,273 31,007 67,720 65,222
Other underwriting expenses 7,308 5,684 13,688 10,304
Underwriting gain (loss) $ (13,969 ) $ 26,017 $ (140,212 ) $ 37,959

The following table reconciles the underwriting results for the operating segments to income (loss) before taxes as reported in the consolidated statements of operations and comprehensive income (loss) for the periods indicated:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(Dollars in thousands)	2010			2009			2010			2009
Underwriting gain (loss)	$	19,692		$	80,880		$	(89,326	)	$	203,488
Net investment income		74,212			65,492			248,665			179,667
Net realized capital gains (losses)		159,569			101,394			58,789			56,151
Realized gain on debt repurchase		-			-			-			78,271
Corporate expense		(1,529	)		(1,675	)		(5,218	)		(4,871	)
Interest, fee and bond issue cost amortization expense		(12,817	)		(17,073	)		(41,879	)		(53,779	)
Other income (expense)		(3,617	)		15,081			10,204			7,801
Income (loss) before taxes	$	235,510		$	244,099		$	181,235		$	466,728

Three Months Ended Six Months Ended
June 30, June 30,
(Dollars in thousands) 2010 2009 2010 2009
Underwriting gain (loss) $ 4,407 $ 92,885 $ (109,018 ) $ 122,608
Net investment income 89,346 74,516 174,453 114,175
Net realized capital gains (losses) (95,473 ) 22,941 (100,780 ) (45,243 )
Realized gain on debt repurchase - - - 78,271
Corporate expense (1,463 ) (1,878 ) (3,689 ) (3,196 )
Interest, fee and bond issue cost amortization expense (12,722 ) (17,073 ) (29,062 ) (36,706 )
Other income (expense) 8,709 (7,166 ) 13,821 (7,280 )
Income (loss) before taxes $ (7,196 ) $ 164,225 $ (54,275 ) $ 222,629

The Company produces business in the U.S. and internationally. The net income deriving from and assets residing in the individual foreign countries in which the Company writes business are not identifiable in the Company’s financial records. Based on gross written premium, other than the U.S., and Canada, no other country represented more than 5% of the Company’s revenues.

~~14.~~

14. RELATED-PARTY TRANSACTIONS

~~Parent~~

~~On September 21, 2004,~~ Parent

Group’s Board of Directors approved an amended share repurchase program authorizing Group and/or its subsidiary Holdings to purchase ~~up to an aggregate of 5,000,000 of~~ Group’s common shares through open market transactions, privately negotiated transactions or both. ~~On July 21, 2008 and on February 24, 2010,~~The table below represents the ~~Executive Committee of Group’s Board of Directors, approved~~ amendments to the share repurchase ~~an additional 5,000,000~~program for the common shares approved for ~~each amendment, bringing the total amount of Group’s common shares authorized to be repurchased by Group and/or Holdings to 15,000,000.~~repurchase.

	Common Shares
Amendment Date	Purchased
(Dollars in thousands)
09/21/2004	$	5,000,000
07/21/2008		5,000,000
02/24/2010		5,000,000
	$	15,000,000

As of ~~June~~September 30, 2010, Holdings held ~~7,708,707~~8,702,826 common shares of Group, which it had purchased in the open market between February 1, 2007 and ~~June 25, 2010, for a~~September 27, 2010. The table below represents the total purchase price ~~of $665.3 million.~~ for these common shares purchased.

(Dollars in thousands)
Total purchase price		$	746,046

Holdings reports these purchases as other invested assets, fair value, in the consolidated balance sheets with changes in fair value re-measurement recorded in net realized capital gains (losses) in the consolidated statements of operations and comprehensive income (loss). ~~Dividends~~The following table presents the dividends received on these common shares ~~of $5.6 million for the six months ended June 30, 2010, were~~that are reported inas net investment income in the consolidated statements of operations and comprehensive income (loss). for the period indicated.

(Dollars in thousands)		At September 30, 2010
Dividends received		$	9,569

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Outside Directors

During the normal course of business, the Company, through its affiliates, engages in insurance and brokerage and commission business transactions, with companies controlled by or affiliated with one or more of its outside directors. Such transactions, individually and in the aggregate, are not material to the Company’s financial condition, results of operation and cash flows.

Affiliates

The Company engages in reinsurance transactions with Bermuda Re and Everest International Reinsurance, Ltd. (“Everest International”), affiliates, primarily driven by enterprise risk and capital management considerations under which business is ceded at market rates and terms. ~~These transactions include:~~

·	Effective September 19, 2000, Mt. McKinley and Bermuda Re entered into a loss portfolio transfer reinsurance agreement, whereby Mt. McKinley transferred all of its net insurance exposures and reserves to Bermuda Re.

·	Effective October 1, 2001, Everest Re and Bermuda Re entered into a loss portfolio reinsurance agreement, whereby Everest Re transferred all of its Belgium branch net insurance exposures and reserves to Bermuda Re.

The table below represents affiliated quota share reinsurance agreements ("whole account quota share") for all new and renewal business for the indicated coverage period:

For premiums earned and losses incurred for the period January 1, 2002 through December 31, 2002, Everest Re, Everest National Insurance Company and Everest Security Insurance Company entered into an Excess of Loss Reinsurance Agreement with Bermuda Re, covering workers’ compensation losses occurring on and after January 1, 2002, as respects new, renewal and in force policies effective on that date through December 31, 2002. Bermuda Re is liable for any loss exceeding $100,000 per occurrence, with its liability not to exceed $150,000 per occurrence.

(Dollars in thousands)
		Percent			Assuming		Single			Aggregate
Coverage Period	Ceding Company	Ceded			Company	Type of Business	Occurrence Limit			Limit

01/01/2002-12/31/2002	Everest Re		20.0	%	Bermuda Re	property / casualty business	$	-		$	-

01/01/2003-12/31/2003	Everest Re		25.0	%	Bermuda Re	property / casualty business		-			-

01/01/2004-12/31/2005	Everest Re		22.5	%	Bermuda Re	property / casualty business		-			-
	Everest Re		2.5	%	Everest International	property / casualty business		-			-

01/01/2006-12/31/2006	Everest Re		18.0	%	Bermuda Re	property business		125,000	(1)		-
	Everest Re		2.0	%	Everest International	property business		-			-

01/01/2006-12/31/2007	Everest Re		31.5	%	Bermuda Re	casualty business		-			-
	Everest Re		3.5	%	Everest International	casualty business		-			-

01/01/2007-12/31/2007	Everest Re		22.5	%	Bermuda Re	property business		130,000	(1)		-
	Everest Re		2.5	%	Everest International	property business		-			-

01/01/2008-12/31/2008	Everest Re		36.0	%	Bermuda Re	property / casualty business		130,000	(1)		275,000	(2)
	Everest Re		4.0	%	Everest International	property / casualty business		-			-

01/01/2009-12/31/2009	Everest Re		36.0	%	Bermuda Re	property / casualty business		150,000	(1)		325,000	(2)
	Everest Re		8.0	%	Everest International	property / casualty business		-			-

01/01/2010	Everest Re		44.0	%	Bermuda Re	property / casualty business		150,000			325,000

01/01/2003-12/31/2006	Everest Re- Canadian Branch		50.0	%	Bermuda Re	property business		-			-
01/01/2007-12/31/2009	Everest Re- Canadian Branch		60.0	%	Bermuda Re	property business		-			-
01/01/2010	Everest Re- Canadian Branch		60.0	%	Bermuda Re	property business		350,000			-

(1) The single occurance limit is applied before the loss cessions to either Bermuda Re or Everest International.
(2) The aggregate limit is applied before the loss cessions to either Bermuda Re or Everest International.

·	Effective January 1, 2002 for the 2002 underwriting year, Everest Re ceded 20.0% of its net retained liability to Bermuda Re through a quota share reinsurance agreement (“whole account quota share”). This agreement remained in effect through December 31, 2002.

Effective January 1, 2003, Everest Re and Bermuda Re amended the whole account quota share, through which Everest Re previously ceded 20.0% of its business to Bermuda Re so that effective January 1, 2003 Everest Re ceded 25.0% to Bermuda Re of the net retained liability on all new and renewal policies underwritten during the term of this agreement. This amendment remained in effect through December 31, 2003.

·	Effective January 1, 2003, Everest Re entered into a whole account quota share with Bermuda Re, whereby Everest Re’s Canadian branch ceded to Bermuda Re 50.0% of its net retained liability on all new and renewal property business. This agreement remained in effect through December 31, 2006.

Effective January 1, 2004, Everest Re and Bermuda Re amended the whole account quota share through which Everest Re previously ceded 25.0% of its business to Bermuda Re so that effective January 1, 2004 Everest Re ceded 22.5% to Bermuda Re and 2.5% to Everest International of the net retained liability on all new and renewal covered business written during the term of this agreement. This amendment remained in effect through December 31, 2005.

~~Table of Contents~~

Effective January 1, 2006, Everest Re, Bermuda Re and Everest International amended the whole account quota share so that for all new and renewal business recorded on or after January 1, 2006, Everest Re ceded 31.5% and 3.5% of its casualty business to Bermuda Re and Everest International, respectively, and Everest Re ceded 18.0% and 2.0% of its property business to Bermuda Re and Everest International, respectively. However, in no event shall the loss cessions to Bermuda Re and Everest International relating to any one occurrence on the property business exceed $125.0 million (20.0% of $625.0 million). The property portion of this amendment remained in effect through December 31, 2006. The casualty portion of this amendment remained in effect through December 31, 2007.

Effective January 1, 2007, Everest Re and Bermuda Re amended the whole account quota share so that for all new and renewal business recorded on or after January 1, 2007, Everest Re ceded 60.0% of its Canadian branch property business to Bermuda Re. This amendment remained in effect through December 31, 2009.

Effective January 1, 2007, Everest Re, Bermuda Re and Everest International amended the whole account quota share so that for all new and renewal property business recorded on or after January 1, 2007, Everest Re ceded 22.5% and 2.5% to Bermuda Re and Everest International, respectively. However, in no event shall the loss cessions to Bermuda Re and Everest International relating to any one occurrence on the property business exceed $130.0 million. This amendment remained in effect through December 31, 2007.

Effective January 1, 2008, Everest Re, Bermuda Re and Everest International amended the whole account quota share whereby, for all new and renewal casualty and property business recorded on or after January 1, 2008, Everest Re ceded 36.0% and 4.0% to Bermuda Re and Everest International, respectively. However, in no event shall the loss cessions to Bermuda Re and Everest International relating to any one catastrophe occurrence on the property business exceed $130.0 million or in the aggregate for each underwriting year for all property catastrophes exceed $275.0 million. This amendment remained in effect through December 31, 2008.

Effective October 1, 2008, Everest Re and Bermuda Re entered into a loss portfolio transfer reinsurance agreement, whereby Everest Re transferred a percentage of its net loss reserves ($747.0 million) corresponding to all existing open and future liabilities at December 31, 2007, arising from policies, insurance or reinsurance written or renewed by or on behalf of Everest Re during the period of January 1, 2002 through December 31, 2007, classified by Everest Re as casualty.

Effective January 1, 2009, Everest Re, Bermuda Re and Everest International amended the whole account quota share whereby, for all new and renewal casualty and property business recorded on or after January 1, 2009, Everest Re ceded 36.0% and 8.0% to Bermuda Re and Everest International, respectively. However, in no event shall the loss cessions to Bermuda Re and Everest International relating to any one occurrence exceed $150.0 million or in the aggregate for each underwriting year for all occurrences exceed $325.0 million. This amendment remained in effect through December 31, 2009.

Effective January 1, 2010, Everest Re entered into a whole account quota share with Bermuda Re, whereby Everest Re’s Canadian branch cedes to Bermuda Re 60.0% of its net retained liability on all new and renewal property business recorded on or after January 1, 2010. However, in no event shall the loss cessions to Bermuda Re relating to any one occurrence exceed $350.0 million (60% of $583.3 million).

Effective January 1, 2010, Everest Re entered into a whole account quota share with Bermuda Re, whereby for all new and renewal business recorded on or after January 1, 2010, Everest Re cedes 44.0% of its net retained liability to Bermuda Re. However, in no event shall the loss cessions to Bermuda Re relating to any one occurrence exceed $150.0 million or in the aggregate for each underwriting year for all such occurrences exceed $325.0 million.

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For premiums earned and losses incurred for the period January 1, 2002 through December 31, 2002, Everest Re, Everest National Insurance Company and Everest Security Insurance Company entered into an Excess of Loss Reinsurance Agreement with Bermuda Re, covering workers’ compensation losses occurring on and after January 1, 2002, as respect to new, renewal and in force policies effective on that date through December 31, 2002. The table below represents Bermuda Re's liability limits for any losses per one occurrence.

	Liability Limits
(Dollars in thousands)	Exceeding		Not to Exceed
Losses per one occurrence	$	100,000	$	150,000

The table below represents loss portfolio transfer reinsurance agreements whereby net insurance exposures and reserves were transferred to an affiliate.

(Dollars in thousands)

Effective	Transferring	Assuming	% of Business or			Covered Period
Date	Company	Company	Amount of Transfer			of Transfer

09/19/2000	Mt. McKinley	Bermuda Re		100	%	All years
10/01/2001	Everest Re (Belgium Branch)	Bermuda Re		100	%	All years
10/01/2008	Everest Re	Bermuda Re	$	747,022		01/01/2002-12/31/2007

The following tables summarize the premiums and losses ceded by the Company to Bermuda Re and Everest International, respectively, for the periods indicated:

	Three Months Ended				Nine Months Ended
Bermuda Re	September 30,				September 30,
(Dollars in thousands)	2010		2009		2010		2009
Ceded written premiums	$	400,977	$	323,098	$	1,046,727	$	879,163
Ceded earned premiums		330,525		286,537		944,755		835,673
Ceded losses and LAE (a)		211,862		196,630		694,938		529,229

Three Months Ended Six Months Ended
Bermuda Re June 30, June 30,
(Dollars in thousands) 2010 2009 2010 2009
Ceded written premiums $ 325,719 $ 271,299 $ 645,750 $ 556,065
Ceded earned premiums 326,072 275,068 614,230 549,136
Ceded losses and LAE (a) 194,630 191,732 483,076 332,599

	Three Months Ended				Six Months Ended				Three Months Ended					Nine Months Ended
Everest International	June 30,				June 30,				September 30,					September 30,
(Dollars in thousands)	2010		2009		2010		2009		2010			2009		2010		2009
Ceded written premiums	$	20,629	$	45,534	$	48,941	$	83,882	$	(3,587	)	$	68,937	$	45,354	$	152,819
Ceded earned premiums		34,172		37,947		74,504		72,283		17,548			49,381		92,052		121,664
Ceded losses and LAE		39,770		17,155		63,786		36,555		15,491			27,070		79,277		63,625

(a) Ceded losses and LAE include the Mt. McKinley loss portfolio transfer that constitutes losses ceded under retroactive reinsurance and therefore, in accordance with FASB guidance, a deferred gain on retroactive reinsurance is reflected in other expenses on the consolidated statements of operations and comprehensive income (loss).

Everest Re sold net assets of its U.K. branch to Bermuda Re and provided Bermuda Re with a reserve indemnity agreement allowing for indemnity payments of up to 90% of ₤25.0 million of the excess of 2002 and prior reserves, provided that any recognition of profit from the reserves for 2002 and prior underwriting years is taken into account. The limit available under this agreement was fully exhausted at December 31, 2004.

~~15.~~

~~INCOME TAXES~~

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15. INCOME TAXES

The Company uses a projected annual effective tax rate to calculate its quarterly tax expense in accordance with FASB guidance. Under this methodology, when an interim quarter’s pre-tax income (loss) varies significantly from a full year’s income (loss) projection, the tax impact resulting from the income (loss) variance is effectively spread between the impacted quarter and the remaining quarters of the year, except for ~~discreet~~discrete items impacting an individual quarter.

In 2007, the Internal Revenue Service completed its examination of the Company’s consolidated U.S. tax returns for 2003 and 2004 and issued an examination report proposing various adjustments. The Company ~~recognizes accrued interest~~submitted a formal protest including requests for affirmative adjustments and has been participating in the appeals process. This appeal process may result in recognition of the Company’s related to unrecognized tax benefits ~~and penalties~~within the next 12 months, which will positively affect the Company’s results of operations in ~~income taxes. For~~ the ~~three and six months ended June 30, 2010, the Company expensed approximately $1.1 million and $2.2 million, respectively, in interest and penalties.~~period of recognition.

16.	SUBSEQUENT EVENTS

The Company has evaluated known recognized and non-recognized subsequent events. The Company does not have any subsequent events to report.

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ITEM 2.

~~ITEM 2.~~ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Industry Conditions.

The worldwide reinsurance and insurance businesses are highly competitive, as well as cyclical by product and market. As such, financial results tend to fluctuate with periods of constrained availability, high rates and strong profits followed by periods of abundant capacity, low rates and constrained profitability. Competition in the types of reinsurance and insurance business that we underwrite is based on many factors, including the perceived overall financial strength of the reinsurer or insurer, ratings of the reinsurer or insurer by A.M. Best and/or Standard & Poor’s, underwriting expertise, the jurisdictions where the reinsurer or insurer is licensed or otherwise authorized, capacity and coverages offered, premiums charged, other terms and conditions of the reinsurance and insurance business offered, services offered, speed of claims payment and reputation and experience in lines written. Furthermore, the market impact from these competitive factors related to reinsurance and insurance is generally not consistent across lines of business, domestic and international geographical areas and distribution channels.

We compete in the U.S. and international reinsurance and insurance markets with numerous global competitors. Our competitors include independent reinsurance and insurance companies, subsidiaries or affiliates of established worldwide insurance companies, reinsurance departments of certain insurance companies and domestic and international underwriting operations, including underwriting syndicates at Lloyd’s. Some of these competitors have greater financial resources than we do and have established long term and continuing business relationships, which can be a significant competitive advantage. In addition, the lack of strong barriers to entry into the reinsurance business and the potential for securitization of reinsurance and insurance risks through capital markets provide additional source s of potential reinsurance and insurance capacity and competition.

Starting in the latter part of 2007 and continuing into 2010 there has been a significant slowdown in the global economy, which has negatively impacted the financial resources of the industry. Excessive availability and use of credit, particularly by individuals, led to increased defaults on sub-prime mortgages in the U.S. and elsewhere, falling values for houses and many commodities and contracting consumer spending. The significant increase in default rates negatively impacted the value of asset-backed securities held by both foreign and domestic institutions. The defaults have led to a corresponding increase in foreclosures, which have driven down housing values, resulting in additional losses on asset-backed securities. During the third and fourth quarters of 2008, credit markets det eriorated dramatically, evidenced by widening credit spreads and dramatically reduced availability of credit. Many financial institutions, including some insurance entities, experienced liquidity crises due to immediate demands for funds for withdrawals or collateral, combined with falling asset values and their inability to sell assets to meet the increased demands. As a result, several financial institutions failed or were acquired at distressed prices, while others received loans from the U.S. government to continue operations. The liquidity crisis significantly increased the spreads on fixed maturity securities and, at the same time, had a dramatic and negative impact on the stock markets around the world. The combination of losses on securities from failed or impaired companies combined with the decline in values of fixed maturity and equity securities resulted in significant declines in the capital bases of most insurance and reinsurance companies. While ther e was significant improvement in the financial markets during 2009 and into 2010, concerns about interest rates, deflation and sovereign debt levels have hindered financial market recoveries. It is too early to predict the timing and extent of the impact these financial market fluctuations will have on insurance and reinsurance market conditions.

Worldwide insurance and reinsurance market conditions continued to be very competitive, particularly in the casualty lines of business. Generally, there was ample insurance and reinsurance capacity relative to demand. We noted, however, that in many markets and lines during 2009 and into 2010, the rates of decline have slowed, pricing in some segments was relatively flat and there was upward movement in some others, particularly property catastrophe coverage in Latin America and Australia where there have been significant losses. Competition and its effect on rates, terms and conditions vary widely by market and coverage yet continues to be most prevalent in the U.S. casualty insurance and reinsurance markets. The U.S. insurance markets in which we participate were extremely competitive as well.

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Rates in the international markets have generally been stable and we have seen some increases, particularly for catastrophe exposed business. We have grown our business in the Middle East, Latin America and Asia. We are expanding our international reach with our new office in Brazil to capitalize on the recently expanded opportunity for professional reinsurers in that market and on the economic growth expected for Brazil in the future.

Overall, we believe that current marketplace conditions offer pockets of profit opportunities for us given our strong ratings, distribution system, reputation and expertise. We continue to employ our strategy of targeting business that offers the greatest profit potential, while maintaining balance and diversification in our overall portfolio.

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Financial Summary.

We monitor and evaluate our overall performance based upon financial results. The following table displays a summary of the consolidated net income (loss), ratios and stockholder’s equity for the periods indicated:

	Three Months Ended						Percentage			Six Months Ended						Percentage			Three Months Ended						Percentage			Nine Months Ended						Percentage
	June 30,						Increase/			June 30,						Increase/			September 30,						Increase/			September 30,						Increase/
(Dollars in millions)	2010			2009			(Decrease)			2010			2009			(Decrease)			2010			2009			(Decrease)			2010			2009			(Decrease)
Gross written premiums	$	846.0		$	811.1			4.3	%	$	1,659.5		$	1,589.8			4.4	%	$	973.7		$	916.3			6.3	%	$	2,633.2		$	2,506.1			5.1	%
Net written premiums		435.1			447.2			-2.7	%		848.5			875.7			-3.1	%		497.9			452.7			10.0	%		1,346.4			1,328.4			1.4	%

REVENUES:
Premiums earned	$	442.7		$	460.8			-3.9	%	$	856.9		$	899.2			-4.7	%	$	465.3		$	438.3			6.2	%	$	1,322.2		$	1,337.5			-1.1	%
Net investment income		89.3			74.5			19.9	%		174.5			114.2			52.8	%		74.2			65.5			13.3	%		248.7			179.7			38.4	%
Net realized capital gains (losses)		(95.5	)		22.9		NM				(100.8	)		(45.2	)		122.8	%		159.6			101.4			57.4	%		58.8			56.2			4.7	%
Realized gain on debt repurchase		-			-		NA				-			78.3		NA				-			-		NA				-			78.3		NA
Other income (expense)		8.7			(7.2	)		-221.6	%		13.8			(7.3	)	NM				(3.6	)		15.1			-124.0	%		10.2			7.8			30.8	%
Total revenues		445.3			551.1			-19.2	%		944.4			1,039.1			-9.1	%		695.5			620.3			12.1	%		1,639.8			1,659.4			-1.2	%

CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses		314.7			246.1			27.9	%		741.8			535.3			38.6	%		326.9			242.0			35.1	%		1,068.7			777.3			37.5	%
Commission, brokerage, taxes and fees		88.2			86.9			1.5	%		156.0			175.1			-10.9	%		81.5			77.3			5.4	%		237.5			252.4			-5.9	%
Other underwriting expenses		35.4			34.9			1.5	%		68.1			66.2			2.9	%		37.2			38.2			-2.5	%		105.3			104.4			0.9	%
Corporate expense		1.5			1.9			-22.1	%		3.7			3.2			15.4	%		1.5			1.7			-8.7	%		5.2			4.9			7.2	%
Interest, fee and bond issue cost amortization expense		12.7			17.1			-25.5	%		29.1			36.7			-20.8	%		12.8			17.1			-24.9	%		41.9			53.8			-22.1	%
Total claims and expenses		452.5			386.8			17.0	%		998.6			816.5			22.3	%		460.0			376.3			22.3	%		1,458.6			1,192.7			22.3	%

INCOME (LOSS) BEFORE TAXES		(7.2	)		164.2			-104.4	%		(54.3	)		222.6			-124.4	%		235.5			244.1			-3.5	%		181.2			466.7			-61.2	%
Income tax (benefit) expense		(24.1	)		35.7			-167.4	%		(26.2	)		48.5			-154.1	%
Income tax expense (benefit)																				66.9			80.0			-16.4	%		40.6			128.4			-68.4	%
NET INCOME (LOSS)	$	16.9		$	128.5			-86.9	%	$	(28.0	)	$	174.2			-116.1	%	$	168.7		$	164.1			2.7	%	$	140.6		$	338.3			-58.4	%

RATIOS:							Point Change									Point Change									Point Change									Point Change
Loss ratio		71.1	%		53.4	%		17.7			86.6	%		59.5	%		27.1			70.3	%		55.2	%		15.1			80.8	%		58.1	%		22.7
Commission and brokerage ratio		19.9	%		18.9	%		1.0			18.2	%		19.5	%		(1.3	)		17.5	%		17.6	%		(0.1	)		18.0	%		18.9	%		(0.9	)
Other underwriting expense ratio		8.0	%		7.5	%		0.5			7.9	%		7.4	%		0.5			8.0	%		8.7	%		(0.7	)		8.0	%		7.8	%		0.2
Combined ratio		99.0	%		79.8	%		19.2			112.7	%		86.4	%		26.3			95.8	%		81.5	%		14.3			106.8	%		84.8	%		22.0


										At			At			Percentage												At			At			Percentage
										June 30,			December 31,			Increase/												September 30,			December 31,			Increase/
(Dollars in millions)										2010			2009			(Decrease)													2010			2009		(Decrease)
Balance sheet data:
Total investments and cash										$	8,103.2		$	8,031.6			0.9	%										$	8,412.4		$	8,031.6			4.7	%
Total assets											13,678.0			13,379.6			2.2	%											14,015.3			13,379.6			4.8	%
Loss and loss adjustment expense reserves											7,583.5			7,300.1			3.9	%											7,611.6			7,300.1			4.3	%
Total debt											951.0			1,018.0			-6.6	%											901.0			1,018.0			-11.5	%
Total liabilities											10,807.8			10,520.8			2.7	%											10,908.4			10,520.8			3.7	%
Stockholder's equity											2,870.2			2,858.8			0.4	%											3,106.9			2,858.8			8.7	%

(NM, not meaningful)
(NA, not applicable)
(Some amounts may not reconcile due to rounding.)

Revenues.

Premiums. Gross written premiums increased by ~~$34.9~~$57.4 million, or ~~4.3%~~6.3%, for the three months ended ~~June~~September 30, 2010 compared to the three months ended ~~June~~September 30, 2009, reflecting an increase of ~~$43.5~~$76.2 million in our reinsurance business, partially offset by a decline of ~~$8.6~~$18.9 million in our insurance business. Gross written premiums increased by ~~$69.7~~$127.1 million, or ~~4.4%~~5.1%, for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to the ~~six~~nine months ended ~~June~~September 30, 2009, reflecting an increase of ~~$54.7~~$131.0 million in our reinsurance business, ~~and $15.0~~partially offset by a decline of $3.9 million in our insurance business. The increase in reinsurance premiums ~~was~~were primarily the result of increased writings ~~from Brazil, Asia~~in our treaty property and ~~Canadian locations.~~international t reaty lines of business. The ~~increase~~decrease in insurance premiums were primarily ~~in t he~~the result of loss of business on terminated programs, lower premiums on a few of the existing programs and lower audit premium accruals on the workers’ compensation ~~Florida property and financial institution D&O and E&O lines~~line of business.

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Net written premiums ~~decreased~~increased by ~~$12.1~~$45.2 million, or ~~2.7%~~10.0%, for the three months ended ~~June~~September 30, 2010 compared to the three months ended ~~June~~September 30, 2009, and by ~~$27.2~~$18.0 million, or ~~3.1%~~1.4%, for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to the ~~six~~nine months ended ~~June~~September 30, 2009. The ~~decrease~~fluctuations in net written premiums ~~was~~in comparison to the fluctuations in gross written premiums were primarily ~~due~~attributable to ~~increased reinsurance on~~fluctuations in cessions under the ~~newer insurance program business as well as increased cessions on an existing insurance program.~~affiliated quota share agreements. Premiums earned ~~decreased $18.1~~increased $27.0 million, or ~~3.9%~~6.2%, for the three months ended ~~June~~September 30, 2010 compared to the three months ended ~~June~~September 30, 2009 and decreased by ~~$42.4~~$15.4 million, or ~~4.7%~~1.1%, for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to the ~~six~~nine months ended ~~June~~September 30, 2009. The change in net premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period, whereas written premiums are recorded at the initiation of the coverage period.

Net Investment Income. Net investment income increased ~~by 19.9%~~$8.7 million, or 13.3%, for the three months ended ~~June~~September 30, 2010, ~~compared to the three months ended June 30, 2009, and by 52.8% for the six months ended June 30, 2010, compared to the six months ended June 30, 2009,~~ primarily ~~due to~~as a result of net investment gains from our limited partnerships ~~that invest in public and non-public securities, both equity and debt. Gains related~~of $1.1 million compared to ~~these limited partnerships were $8.9 million and $2.0~~net investment losses of $4.4 million for the three months ended ~~June~~September 30, 2009. Net investment income increased $69.0 million, or 38.4%, for the nine months ended September 30, 2010, ~~and 2009, respectively. Gains related to these~~primarily as a result of net investment gains from our limited partnerships ~~were $18.3~~of $19.4 million ~~for the six months ended June 30, 2010,~~ compared with net investment losses of ~~$32.1~~$36.5 million for the comparable period in 2009. Net pre-tax investment ~~incom e,~~income, as a percentage of average invested assets, was ~~at 4.5%~~3.7% for the three months ended ~~June~~September 30, 2010, compared to ~~4.0%~~3. 4% for the three months ended ~~June~~September 30, 2009 and ~~at 4.4%~~was 4.2% for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~3.0%~~3.1% for the ~~six~~nine months ended ~~June~~September 30, 2009. The variances in these yields were primarily ~~due to~~ the result of fluctuations in our limited partnership income.

Net Realized Capital Gains (Losses). Net realized capital ~~losses~~gains were ~~$95.5~~$159.6 million for the three months ended ~~June~~September 30, 2010 ~~which consisted~~and were comprised of ~~a $94.4~~$164.8 million ~~loss in fair value re-measurements and $1.1 million of loss~~ from ~~sales on our available for sale fixed maturity and equity securities. Net realized capital~~ gains were $22.9 million for the three months ended June 30, 2009, which consisted of a $22.5 million gain in fair value re-measurements, $5.4 million of gains from sales of fixed maturity and equity securities, partially offset by $4.9 million of other-than-temporary impairments on our available for sale fixed maturity securities.

~~Net realized capital losses were $100.8 million for the six months ended June 30, 2010, which consisted of a $100.9 million loss~~ in fair value re-measurements, which were partially offset by ~~$0.1~~$3.2 million of net realized capital losses from sales on our fixed maturity and equity securities and $2.0 million of other-than-temporary impairments. Net realized capital gains were $101.4 million for the three months ended September 30, 2009. Of the $101.4 million, $96.0 million was from gains in fair value re-measurements and $5.4 million of net realized capital gains from sales on our ~~available for sale~~ fixed maturity and equity securities.

Net realized capital ~~losses~~gains were ~~$45.2~~$58.8 million for the ~~six~~nine months ended ~~June~~September 30, ~~2009,~~2010 and were comprised of $63.9 million from gains in fair value re-measurements, which ~~consisted of $23.1~~were partially offset by $3.1 million ~~of losses~~net realized capital loss from sales ofon our fixed maturity and equity securities ~~$16.6~~and $2.0 million ~~loss~~of other-than-temporary impairments. Net realized capital gains were $56.2 million for the nine months ended September 30, 2009 and were comprised of $79.3 million from gains in fair value re-measurements, which were partially offset by $17.7 million net realized capital losses from the sale on our fixed maturity and equity securities and $5.5 million ~~loss in~~of other-than-temporary ~~impairments on our available for sale fixed maturity securities.~~impairments.

Realized Gain on Debt Repurchase. On March 19, 2009, we commenced a cash tender offer for any and all of the 6.60% fixed to floating rate long term subordinated notes due 2067. Upon expiration of the tender offer, we had reduced our outstanding debt by $161.4 million, which resulted in a pre-tax gain on debt repurchase of $78.3 million.

Other Income (Expense). We recorded other expense of $3.6 million and other income of ~~$8.7 million and $13.8~~$10.2 million for the three and ~~six~~nine months ended ~~June~~September 30, 2010, ~~respectively, and~~respectively. We recorded other ~~expense~~income of ~~$7.2~~$15.1 million and ~~$7.3~~$7.8 million for the three and ~~six~~nine months ended ~~June~~September 30, 2009, respectively. The changes were primarily due to ~~the result of~~ fluctuations in ~~foreign currency exchange rates and~~ the ~~deferrals~~amortization of deferred gains on retroactive reinsurance agreements with affiliates ~~for the corresponding periods.~~and fluctuations in currency exchange rates.

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Claims and Expenses.

Incurred Losses and ~~LAE.~~Loss Adjustment Expenses. The following tables present our incurred losses and ~~LAE~~loss adjustment expenses (“LAE”) for the periods indicated.

	Three Months Ended June 30,																					Three Months Ended September 30,
	Current			Ratio %/				Prior			Ratio %/				Total			Ratio %/				Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year			Pt Change				Years			Pt Change				Incurred			Pt Change				Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2010
Attritional (a)	$	265.5			60.0	%		$	9.7			2.2	%		$	275.2			62.2	%		$	297.6		64.0	%		$	(5.6	)		-1.2	%		$	292.0		62.7	%
Catastrophes (b)		45.9			10.4	%			(6.4	)		-1.4	%			39.5			8.9	%			35.5		7.6	%			(0.5	)		-0.1	%			35.0		7.5	%
A&E		-			0.0	%			-			0.0	%			-			0.0	%			-		0.0	%			-			0.0	%			-		0.0	%
Total	$	311.4			70.3	%		$	3.3			0.8	%		$	314.7			71.1	%		$	333.1		71.6	%		$	(6.2	)		-1.3	%		$	326.9		70.3	%

2009
Attritional (a)	$	284.8			61.8	%		$	(37.0	)		-8.0	%		$	247.8			53.8	%		$	246.7		56.3	%		$	(19.1	)		-4.4	%		$	227.6		51.9	%
Catastrophes		-			0.0	%			(1.7	)		-0.4	%			(1.7	)		-0.4	%			11.2		2.6	%			3.2			0.7	%			14.4		3.3	%
A&E		-			0.0	%			-			0.0	%			-			0.0	%			-		0.0	%			-			0.0	%			-		0.0	%
Total	$	284.8			61.8	%		$	(38.7	)		-8.4	%		$	246.1			53.4	%		$	257.9		58.8	%		$	(15.9	)		-3.6	%		$	242.0		55.2	%

Variance 2010/2009
Attritional (a)	$	(19.3	)		(1.8	)	pts	$	46.7			10.2		pts	$	27.4			8.4		pts	$	50.9		7.7		pts	$	13.5			3.2		pts	$	64.4		10.8		pts
Catastrophes		45.9			10.4		pts		(4.7	)		(1.0	)	pts		41.2			9.3		pts		24.3		5.0		pts		(3.7	)		(0.8	)	pts		20.6		4.2		pts
A&E		-			-		pts		-			-		pts		-			-		pts		-		-		pts		-			-		pts		-		-		pts
Total	$	26.6			8.5		pts	$	42.0			9.2		pts	$	68.6			17.7		pts	$	75.2		12.8		pts	$	9.7			2.3		pts	$	84.9		15.1		pts

		Six Months Ended June 30,																					Nine Months Ended September 30,
		Current			Ratio %/				Prior			Ratio %/				Total		Ratio %/					Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)		Year			Pt Change				Years			Pt Change				Incurred		Pt Change					Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2010
Attritional (a)		$	533.8			62.3	%		$	0.4			0.1	%		$	534.2		62.3	%			$	831.4		62.9	%		$	(5.2	)		-0.4	%		$	826.2		62.5	%
Catastrophes (b)			211.1			24.6	%			(3.5	)		-0.4	%			207.5		24.2	%				246.6		18.6	%			(4.1	)		-0.3	%			242.5		18.3	%
A&E			-			0.0	%			-			0.0	%			-		0.0	%				-		0.0	%			-			0.0	%			-		0.0	%
Total		$	744.9			86.9	%		$	(3.1	)		-0.4	%		$	741.8		86.6	%			$	1,077.9		81.5	%		$	(9.3	)		-0.7	%		$	1,068.7		80.8	%

2009
Attritional (a)		$	542.3			60.3	%		$	(16.9	)		-1.9	%		$	525.4		58.4	%			$	789.0		59.0	%		$	(36.0	)		-2.7	%		$	753.0		56.3	%
Catastrophes			9.1			1.0	%			0.9			0.1	%			9.9		1.1	%				20.3		1.5	%			4.0			0.3	%			24.3		1.8	%
A&E			-			0.0	%			-			0.0	%			-		0.0	%				-		0.0	%			-			0.0	%			-		0.0	%
Total		$	551.3			61.3	%		$	(16.0	)		-1.8	%		$	535.3		59.5	%			$	809.3		60.5	%		$	(32.0	)		-2.4	%		$	777.3		58.1	%

Variance 2010/2009
Attritional (a)		$	(8.5	)		2.0		pts	$	17.3			2.0		pts	$	8.8		3.9		pts		$	42.4		3.9		pts	$	30.8			2.3		pts	$	73.2		6.2		pts
Catastrophes			202.0			23.6		pts		(4.4	)		(0.5	)	pts		197.6		23.1		pts			226.3		17.1		pts		(8.1	)		(0.6	)	pts		218.2		16.5		pts
A&E			-			-		pts		-			-		pts		-		-		pts			-		-		pts		-			-		pts		-		-		pts
Total		$	193.6			25.6		pts	$	12.9			1.4		pts	$	206.5		27.1		pts		$	268.6		21.0		pts	$	22.7			1.7		pts	$	291.4		22.7		pts

(a) Attritional losses exclude catastrophe and A&E losses.	(a) Attritional losses exclude catastrophe and A&E losses.																					(a) Attritional losses exclude catastrophe and A&E losses.
(b) Effective with the June 30, 2010 reporting period, which includes June 30, 2010 year-to-date and the quarter results, a catastrophe is a property event with expected reported losses of
at least $10.0 million. All prior periods reflect a catastrophe as a property event with expected reported losses of at least $5.0 million.
(b) Effective with 2010 reporting period, a catastrophe is a property event with expected reported losses of at least $10.0 million.																						(b) Effective with 2010 reporting period, a catastrophe is a property event with expected reported losses of at least $10.0 million.
All prior periods reflect a catastrophe as a property event with expected reported losses of at least $5.0 million.																						All prior periods reflect a catastrophe as a property event with expected reported losses of at least $5.0 million.
(Some amounts may not reconcile due to rounding.)	(Some amounts may not reconcile due to rounding.)																					(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased by $84.9 million, or 35.1%, for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. Of the $84.9 million increase, current year attritional losses increased $50.9 million, or 7.7 points, primarily as the result of an increase in premiums earned and higher expected loss ratios. The $24.3 million, or 5.0 points, increase in current year catastrophe losses was primarily due to the New Zealand earthquake and the Canadian hailstorm.

Incurred losses and LAE increased by ~~$68.6~~$291.4 million, or ~~27.9%~~37.5%, for the ~~three~~nine months ended ~~June~~September 30, 2010 compared to the ~~three~~nine months ended ~~June~~September 30, 2009. Of the ~~$68.6~~$291.4 million increase, current year catastrophe losses increased ~~$45.9~~$226.3 million, or ~~10.4~~17.1 points, period over period, primarily due to the Chilean earthquake, ~~partially offset by~~New Zealand earthquake, Australian hailstorms and the takedown of Windstorm Xynthia as this catastrophe loss was less than we anticipated. The $27.4 million increase in attritional losses was primarily the result of unfavorable loss development on prior years’ attritional loss reserves in 2010 as compared to favorable loss development on prior years’ attritional loss reserves in 2009.

Incurred losses and LAE increased by $206.5 million, or 38.6%, for the six months ended June 30, 2010 compared to the six months ended June 30, 2009. Of the $206.5 million increase, current year catastrophe losses increased $202.0 million, or 23.6 points, period over period, primarily due to the Chilean earthquake and Australian hailstorms.Canadian hailstorm.

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Commission, Brokerage, Taxes and Fees. Commission, brokerage, taxes and fees increased by ~~$1.3~~$4.2 million, or ~~1.5%~~5.4%, for the three months ended ~~June~~September 30, 2010 compared to the same period in 2009. Commission, brokerage, taxes and fees decreased by ~~$19.1~~$14.9 million, or ~~10.9%~~5.9%, for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to the same period in ~~2009,~~2009. These changes were primarily the result of ~~lower~~the changes in premiums earned and the mix of business.

Other Underwriting Expenses. Other underwriting expenses were ~~$35.4~~comparable, period over period, $37.2 million and $38.3 million incurred for the three months ended June 30, 2010 compared to $34.9 million for the three months ended June 30, 2009, and $68.1 million for the six months ended June 30, 2010 compared to $66.2 million for the six months ended June 30, 2009. Other underwriting expense increases were relatively consistent across our reinsurance business, due to normal growth in expenses but decreased for our insurance business due to cost containment measures for the three and six months ended JuneSeptember 30, 2010 and ~~2009.~~2009, respectively, and $105.3 million and $104.4 million incurred for the nine months ended September 30, 2010 and 2009, respectively.

Corporate Expenses. Corporate expenses, which are expenses that are not allocated to segments, were comparable at $1.5 million and ~~$1.9~~$1.7 million for the three months ended ~~June~~September 30, 2010 and 2009, respectively, and ~~$3.7~~$5.2 million and ~~$3.2~~$4.9 million for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009, respectively. These expenses were previously included as underwriting expenses and therefore included in the other underwriting expense ratio. Effective January 1, 2010, these expenses were removed from the calculation of the other underwriting expense ratio and prior periods were recalculated to conform.

Interest, Fees and Bond Issue Cost Amortization Expense. Interest, fees and other bond amortization expense was ~~$12.7~~$12.8 million and $17.1 million for the three months ended ~~June~~September 30, 2010 and 2009, respectively, and ~~$29.1~~$41.9 million and ~~$36.7~~$53.8 million for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009, respectively. These decreases were primarily due to the combination of the repurchase of debt in ~~the first quarter of~~March 2009 and maturing of debt in 2010.

Income Tax Expense (Benefit) ~~Expense.~~. ~~We had income tax benefits of $24.1 million and $26.2 million for the three and six months ended June 30, 2010, respectively.~~ We had income tax expense of ~~$35.7~~$66.9 million and ~~$48.5~~$40.6 million for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively, and income tax expense of $80.0 million and $128.4 million for the three and nine months ended September 30, 2009, respectively. The period over period variance was primarily due to lower pre-tax ~~losses~~income in 2010 versus ~~pre-tax income in~~ 2009. Our income tax is primarily a function of the statutory tax rate coupled with the impact from tax-preferenced investment income.

Net Income (Loss).

We reported net income of ~~$16.9~~$168.7 million and ~~a net loss of $28.0~~$140.6 million for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively, compared to net income of ~~$128.5~~$164.1 million and ~~$174.2~~$338.3 million for the three and ~~six~~nine months ended ~~June~~September 30, 2009, respectively. ~~This change was~~These changes were the result of the items discussed above.

Ratios.

Our combined ratio increased by ~~19.2~~14.3 points to ~~99.0%~~95.8% for the three months ended ~~June~~September 30, 2010 compared to ~~79.8%~~81.5% for the three months ended ~~June~~September 30, ~~2009. Our combined ratio~~2009, and increased by ~~26.3~~22.0 points to ~~112.7%~~106.8% for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~86.4%~~84.8% for the ~~six~~nine months ended ~~June~~September 30, 2009. The loss ratio component increased ~~17.7~~15.1 points and ~~27.1~~22.7 points for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively, over the same period last year, principally due to the ~~10.4 point and 23.6 point~~ increase in current year catastrophe losses as a result of the Chilean earthquake, New Zealand earthquake, Australian hailstorms and ~~Australian hailstorms. The commission~~the Canadian hailstorm and ~~brokerage ratio component increased by 1.0 points and decreased by 1.3 points for the three and six months ended June 30, 2010, respectively, over the same period last~~also due to an increase in expected current year ~~primarily as a resul t of the mix in business quarter over quarter and reinstatement premiums, which are fully earned, but have no commission expense, year over year, while~~loss ratios. Both the other underwriting expense ratio component ~~was~~and the commission and brokerage ratio c omponent remained relatively flat over the same ~~period~~periods last year.

Stockholder's Equity.

Stockholder's equity increased by ~~$11.5~~$248.2 million to ~~$2,870.2~~$3,106.9 million at ~~June~~September 30, 2010 from $2,858.8 million at December 31, 2009, principally as a result of ~~$34.5~~$140.6 million of net income, $89.1 million of unrealized appreciation on investments, net of tax, ~~$3.0 million of share-based compensation transactions, $1.2~~$11.9 million of foreign currency translation adjustments, $5.3 million of share-based compensation transactions and ~~$0.8~~$1.3 million of pension ~~adjustments, partially offset by $28.0 million of net loss.~~adjustments.

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Consolidated Investment Results

Net Investment Income.

Net investment income increased ~~19.9%~~13.3% to ~~$89.3~~$74.2 million for the three months ended ~~June~~September 30, 2010 compared to ~~$74.5~~$65.5 million for the three months ended ~~June~~September 30, 2009, and increased ~~52.8%~~38.4% to ~~$174.5~~$248.7 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$114.2~~$179.7 million for the ~~six~~nine months ended ~~June~~September 30, 2009. The increase for the ~~six~~three and nine months, period over period, was primarily due to an increase in recorded gains ~~in 2010 as opposed to recorded~~and losses ~~in 2009~~ from our limited partnership investments. The losses infor the nine months of 2009 ~~were~~included the ~~result~~results of 2008 fourth quarter losses from those limited partnerships that invested in non-public securities and were on a quarter reporting lag.

The following table shows the components of net investment income for the periods indicated:

	Three Months Ended						Six Months Ended							Three Months Ended						Nine Months Ended
	June 30,						June 30,							September 30,						September 30,
(Dollars in millions)	2010			2009			2010			2009				2010			2009			2010			2009
Fixed maturities	$	75.8		$	71.6		$	149.4		$	141.9			$	69.9		$	71.0		$	219.3		$	212.9
Equity securities		2.6			0.7			5.0			1.4				2.5			0.8			7.5			2.2
Short-term investments and cash		0.1			0.8			0.2			3.1
Short-term investments and cash															0.1			0.3			0.3			3.3
Other invested assets
Limited partnerships		8.9			2.0			18.3			(32.1	)			1.1			(4.4	)		19.4			(36.5	)
Other		4.5			2.3			6.3			5.0				4.2			0.7			10.5			5.7
Total gross investment income		91.9			77.4			179.2			119.3				77.7			68.2			256.9			187.6
Interest debited (credited) and other expense		(2.6	)		(2.9	)		(4.7	)		(5.1	)			(3.5	)		(2.8	)		(8.2	)		(7.9	)
Total net investment income	$	89.3		$	74.5		$	174.5		$	114.2			$	74.2		$	65.5		$	248.7		$	179.7
(Some amounts may not reconcile due to rounding.)													(Some amounts may not reconcile due to rounding.)

The following tables show a comparison of various investment yields for the periods indicated:

	At	At	At	At
	June 30,	December 31,	September 30,	December 31,
	2010	2009	2010	2009
Imbedded pre-tax yield of cash and invested assets	3.9%	3.7%	3.8%	3.7%
Imbedded after-tax yield of cash and invested assets	3.1%	3.1%	3.1%	3.1%

	Three Months Ended		Six Months Ended		Three Months Ended		Nine Months Ended
	June 30,		June 30,		September 30,		September 30,
	2010	2009	2010	2009	2010	2009	2010	2009
Annualized pre-tax yield on average cash and invested assets	4.5%	4.0%	4.4%	3.0%	3.7%	3.4%	4.2%	3.1%
Annualized after-tax yield on average cash and invested assets	3.6%	3.3%	3.6%	2.7%	3.0%	2.9%	3.4%	2.7%

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Net Realized Capital Gains (Losses).

The following table presents the composition of our net realized capital ~~losses~~gains (losses) for the periods indicated:

	Three Months Ended September 30,									Nine Months Ended September 30,
(Dollars in millions)	2010			2009			Variance			2010			2009			Variance
Gains (losses) from sales:
Fixed maturity securities, market value
Gains	$	0.2		$	2.0		$	(1.8	)	$	7.2		$	4.0		$	3.2
Losses		(4.8	)		(6.1	)		1.3			(11.0	)		(36.6	)		25.6
Total		(4.6	)		(4.1	)		(0.5	)		(3.8	)		(32.6	)		28.8

Fixed maturity securities, fair value
Gains		0.5			0.3			0.2			0.8			0.6			0.2
Losses		-			(0.1	)		0.1			-			(0.1	)		0.1
Total		0.5			0.2			0.3			0.8			0.4			0.3

Equity securities, market value
Gains		-			8.0			(8.0	)		-			8.0			(8.0	)
Losses		-			-			-			-			-			-
Total		-			8.0			(8.0	)		-			8.0			(8.0	)

Equity securities, fair value
Gains		1.0			1.3			(0.3	)		4.6			7.2			(2.6	)
Losses		(0.1	)		-			(0.1	)		(4.7	)		(0.7	)		(4.0	)
Total		1.0			1.3			(0.3	)		-			6.5			(6.5	)

Total net realized gains (losses) from sales
Gains		1.7			11.6			(9.9	)		12.6			19.8			(7.2	)
Losses		(4.9	)		(6.3	)		1.4			(15.7	)		(37.5	)		21.8
Total		(3.2	)		5.4			(8.6	)		(3.1	)		(17.7	)		14.6

Other-than-temporary impairments:		(2.0	)		-			(2.0	)		(2.0	)		(5.5	)		3.5

Gains (losses) from fair value adjustments:
Fixed maturities, fair value		3.3			5.8			(2.5	)		3.8			7.8			(4.0	)
Equity securities, fair value		34.9			23.1			11.8			18.1			23.4			(5.3	)
Other invested assets, fair value		126.6			67.1			59.5			42.0			48.1			(6.1	)
Total		164.8			96.0			68.8			63.9			79.3			(15.4	)

Total net realized capital gains (losses)	$	159.6		$	101.4		$	58.2		$	58.8		$	56.2		$	2.6

(Some amounts may not reconcile due to rounding.)

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions) 2010 2009 Variance 2010 2009 Variance
Gains (losses) from sales:
Fixed maturity securities, market value
Gains $ 5.4 $ 0.5 $ 4.9 $ 7.0 $ 2.0 $ 5.0
Losses (3.7 ) (0.9 ) (2.8 ) (6.2 ) (30.5 ) 24.3
Total 1.6 (0.4 ) 2.0 0.8 (28.5 ) 29.3

Fixed maturity securities, fair value
Gains 0.2 0.1 0.1 0.3 0.3 -
Losses - - - - (0.1 ) 0.1
Total 0.2 0.1 0.1 0.3 0.2 0.1

Equity securities, fair value
Gains 1.2 5.7 (4.5 ) 3.6 5.9 (2.3 )
Losses (4.1 ) - (4.1 ) (4.6 ) (0.7 ) (3.9 )
Total (2.9 ) 5.7 (8.6 ) (1.0 ) 5.2 (6.2 )

Total net realized gains (losses) from sales
Gains 6.8 6.3 0.5 10.9 8.2 2.7
Losses (7.8 ) (0.9 ) (6.9 ) (10.8 ) (31.3 ) 20.5
Total (1.1 ) 5.4 (6.5 ) 0.1 (23.1 ) 23.2

Other-than-temporary impairments: - (4.9 ) 4.9 - (5.5 ) 5.5

Gains (losses) from fair value adjustments:
Fixed maturities, fair value (2.5 ) 2.0 (4.5 ) 0.5 2.0 (1.5 )
Equity securities, fair value (30.0 ) 17.3 (47.3 ) (16.8 ) 0.4 (17.2 )
Other invested assets, fair value (61.9 ) 3.2 (65.1 ) (84.6 ) (19.0 ) (65.6 )
Total (94.4 ) 22.5 (116.9 ) (100.9 ) (16.7 ) (84.3 )

Total net realized capital gains (losses) $ (95.5 ) $ 22.9 $ (118.4 ) $ (100.8 ) $ (45.2 ) $ (55.6 )

(Some amounts may not reconcile due to rounding.)

Net realized capital ~~losses~~gains were ~~$95.5~~$159.6 million and ~~net realized capital gains were $22.9~~$101.4 million for the three months ended ~~June~~September 30, 2010 and 2009, respectively. We recorded ~~$94.4~~$164.8 million ~~of losses~~ and ~~$22.5~~$96.0 million of gains due to fair value re-measurements on fixed maturity and equity securities and other invested assets, and ~~$1.1~~$3.2 million of net realized capital losses and $5.4 million of net realized capital gains from sales of fixed maturity and equity securities and $2.0 million and $0.0 million of other-than-temporary impairments on fixed maturity securities for the three months ended ~~June~~September 30, 2010 and 2009, respectively. ~~In addition, we did not record any other-than-temporary impairments for~~The gains from other invested assets at fair value represent the ~~three months ended June 30, 2010 compared to $4.9 million recorded for the three months ended June 30, 2009.~~movement in market value from our investment in our parent’s common equity.

Net realized capital ~~losses~~gains were ~~$100.8~~$58.8 million and ~~$45.2~~$56.2 million for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009, respectively. We recorded ~~$100.9~~$63.9 million and ~~$16.7~~$79.3 million of ~~losses~~gains due to fair value re-measurements on fixed maturity and equity securities and other invested assets, and ~~$0.1~~$3.1 million ~~of net realized capital gains~~ and ~~$23.1~~$17.7 million of net realized capital losses from sales of fixed maturity and equity securities ~~for the six months ended June 30, 2010~~ and ~~2009, respectively. In addition, we did not record any other-than-temporary impairments for the six months ended June 30, 2010 compared to $5.5~~$2.0 million ~~recorded for the six months ended June 30, 2009.~~and

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$5.5 million of other-than-temporary impairments on fixed maturity securities for the nine months ended September 30, 2010 and 2009, respectively.

Segment Results.

Through our subsidiaries, we operate in four segments: U.S. Reinsurance, U.S. Insurance, Specialty Underwriting and International. The U.S. Reinsurance operation writes property and casualty reinsurance, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies within the U.S. The U.S. Insurance operation writes property and casualty insurance primarily through general agents, brokers and surplus lines brokers within the U.S. The Specialty Underwriting operation writes accident and health (“A&H”), marine, aviation and surety business within the U.S. and worldwide through brokers and directly with ceding companies. The International operation writes non-U.S. property and casualty reinsurance through Everest Re’s br anches in Canada and Singapore and offices in Miami and New Jersey.

Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses. We measure our underwriting results using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.

Our loss and LAE reserves are our best estimate of our ultimate liability for unpaid claims. We re-evaluate our estimates on an ongoing basis, including all prior period reserves, taking into consideration all available information and, in particular, recently reported loss claim experience and trends related to prior periods. Such re-evaluations are recorded in incurred losses in the period in which the re-evaluation is made.

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The following discusses the underwriting results for each of our segments for the periods indicated:

U.S. Reinsurance.

The following table presents the underwriting results and ratios for the U.S. Reinsurance segment for the periods indicated.

		Three Months Ended June 30,												Six Months Ended June 30,													Three Months Ended September 30,												Nine Months Ended September 30,
(Dollars in millions)		2010			2009			Variance			% Change			2010			2009			Variance			% Change				2010			2009			Variance			% Change			2010			2009			Variance			% Change
Gross written premiums		$	268.2		$	266.2		$	2.1			0.8	%	$	512.2		$	530.5		$	(18.3	)		-3.4	%		$	372.4		$	345.6		$	26.8			7.8	%	$	884.6		$	876.0		$	8.5			1.0	%
Net written premiums			150.5			156.8			(6.3	)		-4.0	%		278.9			296.2			(17.3	)		-5.8	%			205.1			191.7			13.5			7.0	%		484.0			487.8			(3.8	)		-0.8	%

Premiums earned		$	162.5		$	180.7		$	(18.2	)		-10.1	%	$	289.5		$	327.0		$	(37.5	)		-11.5	%		$	159.7		$	162.0		$	(2.4	)		-1.5	%	$	449.2		$	489.1		$	(39.9	)		-8.2	%
Incurred losses and LAE			84.3			86.0			(1.6	)		-1.9	%		174.5			176.1			(1.7	)		-0.9	%			84.3			56.2			28.2			50.1	%		258.8			232.3			26.5			11.4	%
Commission and brokerage			35.9			37.2			(1.4	)		-3.6	%		63.1			69.1			(6.1	)		-8.8	%			25.1			21.4			3.7			17.2	%		88.1			90.5			(2.4	)		-2.6	%
Other underwriting expenses			9.4			8.0			1.4			16.9	%		17.2			15.6			1.6			10.3	%			8.9			9.7			(0.7	)		-7.6	%		26.1			25.3			0.9			3.4	%
Underwriting gain (loss)		$	32.9		$	49.5		$	(16.6	)		-33.5	%	$	34.8		$	66.2		$	(31.4	)		-47.5	%		$	41.3		$	74.8		$	(33.5	)		-44.7	%	$	76.1		$	141.0		$	(64.9	)		-46.0	%

											Point Chg												Point Chg													Point Chg												Point Chg
Loss ratio			51.9	%		47.6	%					4.3			60.3	%		53.8	%					6.5				52.8	%		34.7	%					18.1			57.6	%		47.5	%					10.1
Commission and brokerage ratio			22.1	%		20.6	%					1.5			21.8	%		21.1	%					0.7				15.7	%		13.2	%					2.5			19.6	%		18.5	%					1.1
Other underwriting expense ratio			5.7	%		4.4	%					1.3			5.9	%		4.9	%					1.0				5.6	%		5.9	%					(0.3	)		5.9	%		5.2	%					0.7
Combined ratio			79.7	%		72.6	%					7.1			88.0	%		79.8	%					8.2				74.1	%		53.8	%					20.3			83.1	%		71.2	%					11.9

(Some amounts may not reconcile due to rounding.)	(Some amounts may not reconcile due to rounding.)																									(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums increased by ~~0.8%~~7.8% to ~~$268.2~~$372.4 million for the three months ended ~~June~~September 30, 2010 from ~~$266.2~~$345.6 million for the three months ended ~~June~~September 30, 2009, primarily due to ~~an $11.3~~a $37.0 million ~~(14.1%) increase in U.S. treaty casualty volume and an $8.4 million (6.3%~~(18.2%) increase in treaty property volume, partially offset by a ~~$13.9~~$5.3 million ~~(57.1%~~(19.6%) decrease in the crop hail quota share treaties, $4.2 million (4.5%) decrease in U.S. treaty casualty volume and a ~~$3.5~~$0.7 million ~~(12.2%~~(3.1%) decrease in facultative volume. Net written premiums ~~decreased~~increased by ~~4.0%~~7.0% to ~~$150.5~~$205.1 million for the three months ended ~~June~~September 30, 2010 compared to ~~$156.8~~$191.7 million for the three months ended ~~June~~September 30, 2009, primarily due to ~~a 7.6%~~the increase in ~~cessions.~~ gross written premiums. 0;Premiums earned ~~decr eased~~decreased by ~~10.1%~~1.5% to ~~$162.5~~$159.7 million for the three months ended ~~June~~September 30, 2010 compared to ~~$180.7~~$162.0 million for the three months ended ~~June~~September 30, 2009. The change in premiums earned relative to net written premiums is primarily the result of timing on proportional contracts where premiums are earned ratably over the coverage period whereas written premiums are recorded on the initiation of the coverage period.

Gross written premiums ~~decreased~~increased by ~~3.4%~~1.0% to ~~$512.2~~$884.6 million for the ~~six~~nine months ended ~~June~~September 30, 2010 from ~~$530.5~~$876.0 million for the ~~six~~nine months ended ~~June~~September 30, 2009, primarily due to a ~~$19.2~~$64.0 million ~~(46.0%~~(13.5%) increase in treaty property volume, partially offset by a $24.4 million (35.7%) decrease in the crop hail quota share treaties, a ~~$16.9~~$17.6 million ~~(33.9%~~(24.6%) decrease in facultative volume and a ~~$9.0~~$13.3 million ~~(5.4%~~(5.1%) decrease in U.S. treaty casualty ~~volume, partially offset by a $27.0 million (10.0%) increase in treaty property~~ volume. Net written premiums decreased slightly by ~~5.8%~~0.8% to ~~$278.9~~$484.0 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$296.2~~$487.8 million for the ~~six~~nine months ended ~~June~~September 30, ~~2009, primarily due to the decrease in gross written premiums.~~2009. Premiums earned decreased by ~~11.5%~~8.2% to ~~$289.5~~$449.2 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$327.0~~$489.1 million for the ~~six~~nine months ended ~~June~~September 30, ~~2009 . Variances~~2009. ;Variances for ~~net written premiums and~~ premiums earned for the ~~six~~nine months were driven by similar factors as those discussed above for the three months.

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Incurred Losses and LAE. The following tables present the incurred losses and LAE for the U.S. Reinsurance segment for the periods indicated.

	Three Months Ended June 30,																					Three Months Ended September 30,
	Current			Ratio %/				Prior			Ratio %/				Total			Ratio %/				Current			Ratio %/				Prior			Ratio %/				Total			Ratio %/
(Dollars in millions)	Year			Pt Change				Years			Pt Change				Incurred			Pt Change				Year			Pt Change				Years			Pt Change				Incurred			Pt Change
2010
Attritional	$	79.0			48.6	%		$	9.7			6.0	%		$	88.7			54.6	%		$	88.9			55.6	%		$	(1.5	)		-0.9	%		$	87.4			54.7	%
Catastrophes		(2.8	)		-1.7	%			(1.6	)		-1.0	%			(4.4	)		-2.7	%			(2.7	)		-1.7	%			(0.3	)		-0.2	%			(3.1	)		-1.9	%
A&E		-			0.0	%			-			0.0	%			-			0.0	%			-			0.0	%			-			0.0	%			-			0.0	%
Total segment	$	76.2			46.9	%		$	8.1			5.0	%		$	84.3			51.9	%		$	86.1			53.9	%		$	(1.8	)		-1.1	%		$	84.3			52.8	%

2009
Attritional	$	104.0			57.6	%		$	(16.2	)		-8.9	%		$	87.8			48.6	%		$	72.7			44.9	%		$	(18.4	)		-11.4	%		$	54.3			33.5	%
Catastrophes		-			0.0	%			(1.9	)		-1.0	%			(1.9	)		-1.0	%			-			0.0	%			1.8			1.1	%			1.8			1.1	%
A&E		-			0.0	%			-			0.0	%			-			0.0	%			-			0.0	%			-			0.0	%			-			0.0	%
Total segment	$	104.0			57.6	%		$	(18.0	)		-10.0	%		$	86.0			47.6	%		$	72.7			44.9	%		$	(16.6	)		-10.2	%		$	56.2			34.7	%

Variance 2010/2009
Attritional	$	(25.0	)		(9.0	)	pts	$	25.9			14.9		pts	$	0.9			6.0		pts	$	16.2			10.7		pts	$	16.9			10.5		pts	$	33.1			21.2		pts
Catastrophes		(2.8	)		(1.7	)	pts		0.3			-		pts		(2.5	)		(1.7	)	pts		(2.7	)		(1.7	)	pts		(2.1	)		(1.3	)	pts		(4.9	)		(3.0	)	pts
A&E		-			-		pts		-			-		pts		-			-		pts		-			-		pts		-			-		pts		-			-		pts
Total segment	$	(27.8	)		(10.7	)	pts	$	26.1			15.0		pts	$	(1.7	)		4.3		pts	$	13.4			9.0		pts	$	14.8			9.1		pts	$	28.1			18.1		pts

	Nine Months Ended September 30,
	Current			Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year			Pt Change				Years			Pt Change				Incurred		Pt Change
2010
Attritional	$	244.0			54.3	%		$	4.0			0.9	%		$	248.1		55.2	%
Catastrophes		10.1			2.3	%			0.6			0.1	%			10.7		2.4	%
A&E		-			0.0	%			-			0.0	%			-		0.0	%
Total segment	$	254.2			56.6	%		$	4.6			1.0	%		$	258.8		57.6	%

2009
Attritional	$	250.2			51.2	%		$	(18.1	)		-3.7	%		$	232.1		47.5	%
Catastrophes		-			0.0	%			0.1			0.0	%			0.1		0.0	%
A&E		-			0.0	%			-			0.0	%			-		0.0	%
Total segment	$	250.2			51.2	%		$	(18.0	)		-3.7	%		$	232.3		47.5	%

Variance 2010/2009
Attritional	$	(6.2	)		3.1		pts	$	22.1			4.6		pts	$	16.0		7.7		pts
Catastrophes		10.1			2.3		pts		0.5			0.1		pts		10.6		2.4		pts
A&E		-			-		pts		-			-		pts		-		-		pts
Total segment	$	4.0			5.4		pts	$	22.6			4.7		pts	$	26.5		10.1		pts

(Some amounts may not reconcile due to rounding.)

Six Months Ended June 30,
Current Ratio %/ Prior Ratio %/ Total Ratio %/
(Dollars in millions) Year Pt Change Years Pt Change Incurred Pt Change
2010
Attritional $ 155.2 53.6 % $ 5.5 1.9 % $ 160.7 55.5 %
Catastrophes 12.9 4.4 % 0.9 0.3 % 13.8 4.8 %
A&E - 0.0 % - 0.0 % - 0.0 %
Total segment $ 168.1 58.1 % $ 6.4 2.2 % $ 174.5 60.3 %

2009
Attritional $ 177.5 54.3 % $ 0.3 0.1 % $ 177.8 54.4 %
Catastrophes - 0.0 % (1.7 ) -0.5 % (1.7 ) -0.5 %
A&E - 0.0 % - 0.0 % - 0.0 %
Total segment $ 177.5 54.3 % $ (1.4 ) -0.4 % $ 176.1 53.8 %

Variance 2010/2009
Attritional $ (22.3 ) (0.7 ) pts $ 5.2 1.8 pts $ (17.1 ) 1.1 pts
Catastrophes 12.9 4.4 pts 2.6 0.8 pts 15.5 5.3 pts
A&E - - pts - - pts - - pts
Total segment $ (9.4 ) 3.8 pts $ 7.8 2.6 pts $ (1.6 ) 6.5 pts

(Some amounts may not reconcile due to rounding.)

Incurred losses were ~~$1.7~~$28.1 million ~~(4.3~~(18.1 points) ~~lower~~higher at $84.3 million for the three months ended ~~June~~September 30, 2010 compared to ~~$86.0~~$56.2 million for the three months ended June 30, 2009, primarily as a result of an upward adjustment in the second quarter of 2009 to the Crop Hail current year expected loss ratio and a $2.8 million decrease in current year catastrophe losses from the reversal of the first quarter estimate of Windstorm Xynthia, partially offset by unfavorable development in prior years’ losses in 2010 compared to favorable development in 2009.

~~Incurred losses were $1.6 million (6.5 points) lower at $174.5 million for the six months ended June 30, 2010 compared to $176.1 million for the six months ended June~~September 30, 2009, primarily as a result of the ~~$22.3~~$33.1 million ~~decrease~~increase in attritional losses due to the increase in current year ~~attritional losses, principally the Crop Hail~~treaty property expected loss ratios and a $16.9 million increase in prior years reserve development primarily on treaty casualty business due to more favorable development in 2009, partially offset by a ~~$15.5~~$4.9 million ~~(5.3~~combined decrease in both current year and prior years’ catastrophe losses.

Incurred losses were $26.5 million (10.1 points) higher at $258.8 million for the nine months ended September 30, 2010 compared to $232.3 million for the nine months ended September 30, 2009, primarily as a result of the $22.1 million (4.6 points) increase in prior years’ attritional losses, principally due to less favorable development on treaty casualty’s prior years’ losses, and a $10.6 million (2.4 points) increase in catastrophe losses, ~~primarily~~ due to the New Zealand earthquake and Chilean earthquake.

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Segment Expenses. Commission and brokerage expenses ~~decreased 3.6%~~increased 17.2% to ~~$35.9~~$25.1 million for the three months ended ~~June~~September 30, 2010 compared to ~~$37.2~~$21.4 million for the three months ended ~~June~~September 30, 2009. Commission and brokerage expenses decreased ~~8.8%~~2.6% to ~~$63.1~~$88.1 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$69.1~~$90.5 million for the ~~six~~nine months ended ~~June~~September 30, 2009. ~~These variances were~~The increase for the quarter was primarily due to ~~the changes~~an increase in ~~premiums earned~~commission on a large treaty property transaction and ~~the mix of~~an increase in contingent commissions on treaty casualty business.

Segment other underwriting expenses ~~were $9.4~~for the three months ended September 30, 2010 decreased slightly to $8.9 million ~~and $8.0~~from $9.7 million for the three months ended ~~June~~September 30, ~~2010~~2009 and ~~2009, respectively. Segment~~segment other underwriting expenses ~~were $17.2~~for the nine months ended September 30, 2010 increased slightly to $26.1 million ~~and $15.6~~from $25.3 million for the ~~six~~nine months ended ~~June~~September 30, ~~2010 and 2009, respectively. These increases were due to normal growth in overall operating expenses.~~2009.

U.S. Insurance.

The following table presents the underwriting results and ratios for the U.S. Insurance segment for the periods indicated.

	Three Months Ended September 30,												Nine Months Ended September 30,
(Dollars in millions)	2010			2009			Variance			% Change			2010			2009			Variance			% Change
Gross written premiums	$	211.6		$	230.5		$	(18.9	)		-8.2	%	$	644.8		$	648.7		$	(3.9	)		-0.6	%
Net written premiums		89.2			76.4			12.8			16.8	%		272.5			301.9			(29.4	)		-9.7	%

Premiums earned	$	104.0		$	89.2		$	14.7			16.5	%	$	291.3		$	306.9		$	(15.5	)		-5.1	%
Incurred losses and LAE		99.0			71.4			27.6			38.6	%		243.7			210.3			33.4			15.9	%
Commission and brokerage		10.4			10.5			(0.1	)		-0.8	%		18.2			32.4			(14.2	)		-43.9	%
Other underwriting expenses		19.5			20.0			(0.5	)		-2.5	%		52.3			56.4			(4.1	)		-7.2	%
Underwriting gain (loss)	$	(24.9	)	$	(12.7	)	$	(12.2	)		96.6	%	$	(22.9	)	$	7.7		$	(30.7	)	NM

										Point Chg												Point Chg
Loss ratio		95.2	%		80.0	%					15.2			83.7	%		68.5	%					15.2
Commission and brokerage ratio		10.0	%		11.8	%					(1.8	)		6.2	%		10.6	%					(4.4	)
Other underwriting expense ratio		18.8	%		22.4	%					(3.6	)		18.0	%		18.4	%					(0.4	)
Combined ratio		124.0	%		114.2	%					9.8			107.9	%		97.5	%					10.4

(NM, not meaningful)
(Some amounts may not reconcile due to rounding.)

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions) 2010 2009 Variance % Change 2010 2009 Variance % Change
Gross written premiums $ 204.9 $ 213.5 $ (8.6 ) -4.0 % $ 433.2 $ 418.2 $ 15.0 3.6 %
Net written premiums 80.8 104.4 (23.5 ) -22.6 % 183.3 225.5 (42.2 ) -18.7 %

Premiums earned $ 86.2 $ 105.7 $ (19.5 ) -18.4 % $ 187.4 $ 217.6 $ (30.3 ) -13.9 %
Incurred losses and LAE 71.8 57.8 14.0 24.3 % 144.8 138.9 5.8 4.2 %
Commission and brokerage 6.1 9.8 (3.8 ) -38.1 % 7.7 21.9 (14.1 ) -64.6 %
Other underwriting expenses 16.3 19.2 (2.9 ) -15.0 % 32.9 36.4 (3.6 ) -9.8 %
Underwriting gain (loss) $ (8.0 ) $ 18.9 $ (26.9 ) -142.3 % $ 2.0 $ 20.4 $ (18.4 ) -90.2 %

Point Chg Point Chg
Loss ratio 83.3 % 54.7 % 28.6 77.3 % 63.8 % 13.5
Commission and brokerage ratio 7.1 % 9.3 % (2.2 ) 4.1 % 10.0 % (5.9 )
Other underwriting expense ratio 18.9 % 18.1 % 0.8 17.5 % 16.8 % 0.7
Combined ratio 109.3 % 82.1 % 27.2 98.9 % 90.6 % 8.3

(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums decreased by ~~4.0%~~8.2% to ~~$204.9~~$211.6 million for the three months ended ~~June~~September 30, 2010 compared to ~~$213.5~~$230.5 million for the three months ended ~~June~~September 30, 2009, as we continue to adjust our book of business in response to ~~achieve an appropriate underwriting margin.~~changing market conditions. Net written premiums ~~decreased by 22.6%~~were higher in 2010 primarily due to ~~$80.8~~higher cessions under the affiliated quota share during the third quarter of 2009. Premiums earned increased 16.5% to $104.0 million for the three months ended ~~June~~September 30, 2010 compared to ~~$104.4~~$89.2 million for the three months ended ~~June~~September 30, 2009, generally in line with the increase in net written premiums.

Gross written premiums decreased by 0.6% to $644.8 million for the nine months ended September 30, 2010 compared to $648.7 million for the nine months ended September 30, 2009. Net written premiums decreased by a larger percentage than the decline in gross written premiums due to increased cessions on certain programs. Premiums earned decreased 5.1% to $291.3 million for the nine months ended September 30, 2010 compared to $306.9 million for the nine months ended September 30, 2009 due to the lower net written premiums.

Table of Contents

Incurred Losses and LAE. The following tables present the incurred losses and LAE for the U.S. Insurance segment for the periods indicated.

	Three Months Ended September 30,
	Current		Ratio %/				Prior		Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years		Pt Change				Incurred		Pt Change
2010
Attritional	$	89.2		85.8	%		$	9.8		9.4	%		$	99.0		95.2	%
Catastrophes		-		0.0	%			-		0.0	%			-		0.0	%
Total segment	$	89.2		85.8	%		$	9.8		9.4	%		$	99.0		95.2	%

2009
Attritional	$	71.4		80.0	%		$	0.1		0.1	%		$	71.4		80.0	%
Catastrophes		-		0.0	%			-		0.0	%			-		0.0	%
Total segment	$	71.4		80.0	%		$	0.1		0.1	%		$	71.4		80.0	%

Variance 2010/2009
Attritional	$	17.8		5.8		pts	$	9.7		9.3		pts	$	27.6		15.2		pts
Catastrophes		-		-		pts		-		-		pts		-		-		pts
Total segment	$	17.8		5.8		pts	$	9.7		9.3		pts	$	27.6		15.2		pts

	Nine Months Ended September 30,
	Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2010
Attritional	$	234.0		80.4	%		$	9.7			3.3	%		$	243.7		83.7	%
Catastrophes		-		0.0	%			-			0.0	%			-		0.0	%
Total segment	$	234.0		80.4	%		$	9.7			3.3	%		$	243.7		83.7	%

2009
Attritional	$	226.8		73.9	%		$	(16.4	)		-5.4	%		$	210.3		68.5	%
Catastrophes		-		0.0	%			-			0.0	%			-		0.0	%
Total segment	$	226.8		73.9	%		$	(16.4	)		-5.4	%		$	210.3		68.5	%

Variance 2010/2009
Attritional	$	7.2		6.5		pts	$	26.1			8.7		pts	$	33.4		15.2		pts
Catastrophes		-		-		pts		-			-		pts		-		-		pts
Total segment	$	7.2		6.5		pts	$	26.1			8.7		pts	$	33.4		15.2		pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased ~~reinsurance ceded on certain programs. Ceded premiums generally relate~~by 38.6% to ~~the affiliated quota share agreement and third party specific reinsurance purchased for individual reinsured programs. Premiums earned decreased 18.4% to $86.2~~$99.0 million for the three months ended ~~June~~September 30, 2010 compared to ~~$105.7~~$71.4 million for the three months ended ~~June~~September 30, 2009. The increase was due to higher current year attritional reserves, resulting primarily from the increase in premiums earned and the $9.7 million increase in prior years’ reserves.

Incurred losses and LAE increased by 15.9% to $243.7 million for the nine months ended September 30, 2010 compared to $210.3 million for the nine months ended September 30, 2009. The increase was primarily due to the $26.1 million increase in prior years’ attritional losses, primarily due to favorable development in 2009 of prior years’ attritional reserves, specifically net casualty losses.

Segment Expenses. Commission and brokerage expenses decreased by 0.8% to $10.4 million for the three months ended September 30, 2010 compared to $10.5 million for the three months ended September 30, 2009. Commission and brokerage expenses decreased by 43.9% to $18.2 million for the nine months ended September 30, 2010 compared to $32.4 million for the nine months ended September 30, 2009. These decreases are primarily due to the changes in net premiums earned in conjunction with the impact of variations in reinsurance ceded, particularly under the affiliated quota share.

Table of Contents

Segment other underwriting expenses for the three months ended September 30, 2010 decreased to $19.5 million from $20.0 million for the three months ended September 30, 2009. Segment other underwriting expenses for the nine months ended September 30, 2010 decreased to $52.3 million from $56.4 million for the nine months ended September 30, 2009. These decreases were the result of management’s direct actions to reduce expenses.

Specialty Underwriting.

The following table presents the underwriting results and ratios for the Specialty Underwriting segment for the periods indicated.

	Three Months Ended September 30,												Nine Months Ended September 30,
(Dollars in millions)	2010			2009			Variance			% Change			2010			2009			Variance			% Change
Gross written premiums	$	65.9		$	67.6		$	(1.7	)		-2.5	%	$	197.7		$	183.7		$	13.9			7.6	%
Net written premiums		35.1			38.3			(3.1	)		-8.2	%		110.2			103.0			7.2			7.0	%

Premiums earned	$	37.7		$	39.2		$	(1.5	)		-3.7	%	$	116.0		$	108.5		$	7.4			6.9	%
Incurred losses and LAE		25.2			25.2			-			0.1	%		87.2			73.7			13.5			18.3	%
Commission and brokerage		7.7			10.5			(2.8	)		-27.1	%		25.2			29.4			(4.3	)		-14.5	%
Other underwriting expenses		2.1			2.4			(0.2	)		-10.1	%		6.5			6.2			0.3			4.4	%
Underwriting gain (loss)	$	2.7		$	1.1		$	1.6			145.7	%	$	(2.9	)	$	(0.9	)	$	(2.0	)		227.9	%

										Point Chg												Point Chg
Loss ratio		66.9	%		64.3	%					2.6			75.2	%		68.0	%					7.2
Commission and brokerage ratio		20.3	%		26.8	%					(6.5	)		21.7	%		27.1	%					(5.4	)
Other underwriting expense ratio		5.7	%		6.1	%					(0.4	)		5.6	%		5.7	%					(0.1	)
Combined ratio		92.9	%		97.2	%					(4.3	)		102.5	%		100.8	%					1.7

(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums decreased by 2.5% to $65.9 million for the three months ended September 30, 2010 compared to $67.6 million for the three months ended September 30, 2009, primarily due to a $6.5 million and $5.8 million decrease in marine and aviation business, respectively, partially offset by a $10.2 million increase in A&H business, attributable to travel reinsurance and medical stop loss business. Net written premiums decreased by 8.2% to $35.1 million for the three months ended September 30, 2010 compared to $38.3 million for the three months ended September 30, 2009, primarily as a result of the decrease in gross written premiums combined with changes in amounts ceded un der the affiliated quota share. Premiums earned decreased 3.7% to $37.7 million for the three months ended September 30, 2010 compared to $39.2 million for the three months ended September 30, 2009. The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums increased by ~~3.6%~~7.6% to ~~$433.2~~$197.7 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$418.2~~$183.7 million for the ~~six~~nine months ended ~~June~~September 30, ~~2009. Growth was derived from our direct specialty lines~~2009, primarily due to an increase in A&H business, attributable to travel reinsurance and ~~increased rates on the workers’ compensation business. Net~~medical stop loss business of $29.0 million, partially offset by a net decrease in marine and aviation business of $14.2 million. Correspondingly, net written premiums ~~decreased by 18.7%~~increased 7.0% to ~~$183.3~~$110.2 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$225.5~~$103.0 million for the ~~six~~nine months ended ~~June~~September 30, ~~2009, once again due to increased reinsurance ceded on certain programs.~~2009. Premiums earned ~~decreased 13.9%~~increased 6.9% to ~~$187.4~~$116.0 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$217.6~~$108.5 million for the ~~six~~nine months ended ~~June~~September 30, 2009, ~~due to timing as explained above.~~relatively consistent with the increase in net written premiums.

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Incurred Losses and LAE. The following tables present the incurred losses and LAE for the ~~U.S. Insurance~~Specialty Underwriting segment for the periods indicated.

	Three Months Ended June 30,																				Three Months Ended September 30,
	Current			Ratio %/				Prior			Ratio %/				Total		Ratio %/				Current			Ratio %/				Prior			Ratio %/				Total			Ratio %/
(Dollars in millions)	Year			Pt Change				Years			Pt Change				Incurred		Pt Change				Year			Pt Change				Years			Pt Change				Incurred			Pt Change
2010
Attritional	$	70.6			81.9	%		$	1.2			1.4	%		$	71.8		83.3	%		$	25.1			66.7	%		$	(0.4	)		-1.0	%		$	24.8			65.6	%
Catastrophes		-			0.0	%			-			0.0	%			-		0.0	%			-			0.0	%			0.5			1.2	%			0.5			1.2	%
Total segment	$	70.6			81.9	%		$	1.2			1.4	%		$	71.8		83.3	%		$	25.1			66.7	%		$	0.1			0.2	%		$	25.2			66.9	%

2009
Attritional	$	75.4			71.3	%		$	(17.6	)		-16.7	%		$	57.8		54.7	%		$	26.2			66.8	%		$	(0.2	)		-0.4	%		$	26.0			66.4	%
Catastrophes		-			0.0	%			-			0.0	%			-		0.0	%			-			0.0	%			(0.8	)		-2.1	%			(0.8	)		-2.1	%
Total segment	$	75.4			71.3	%		$	(17.6	)		-16.7	%		$	57.8		54.7	%		$	26.2			66.8	%		$	(1.0	)		-2.5	%		$	25.2			64.3	%

Variance 2010/2009
Attritional	$	(4.8	)		10.6		pts	$	18.8			18.1		pts	$	14.0		28.6		pts	$	(1.1	)		(0.1	)	pts	$	(0.2	)		(0.6	)	pts	$	(1.2	)		(0.8	)	pts
Catastrophes		-			-		pts		-			-		pts		-		-		pts		-			-		pts		1.3			3.3		pts		1.3			3.3		pts
Total segment	$	(4.8	)		10.6		pts	$	18.8			18.1		pts	$	14.0		28.6		pts	$	(1.1	)		(0.1	)	pts	$	1.1			2.7		pts	$	-			2.6		pts

	Nine Months Ended September 30,
	Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2010
Attritional	$	83.9		72.3	%		$	0.1			0.1	%		$	84.0		72.4	%
Catastrophes		-		0.0	%			3.2			2.8	%			3.2		2.8	%
Total segment	$	83.9		72.3	%		$	3.3			2.8	%		$	87.2		75.2	%

2009
Attritional	$	77.0		70.9	%		$	(6.0	)		-5.5	%		$	71.0		65.4	%
Catastrophes		-		0.0	%			2.8			2.6	%			2.8		2.6	%
Total segment	$	77.0		70.9	%		$	(3.2	)		-3.0	%		$	73.7		68.0	%

Variance 2010/2009
Attritional	$	6.9		1.4		pts	$	6.1			5.6		pts	$	13.0		7.0		pts
Catastrophes		-		-		pts		0.4			0.2		pts		0.4		0.2		pts
Total segment	$	6.9		1.4		pts	$	6.5			5.8		pts	$	13.5		7.2		pts

(Some amounts may not reconcile due to rounding.)

Six Months Ended June 30,
Current Ratio %/ Prior Ratio %/ Total Ratio %/
(Dollars in millions) Year Pt Change Years Pt Change Incurred Pt Change
2010
Attritional $ 144.8 77.3 % $ - 0.0 % $ 144.8 77.3 %
Catastrophes - 0.0 % - 0.0 % - 0.0 %
Total segment $ 144.8 77.3 % $ - 0.0 % $ 144.8 77.3 %

2009
Attritional $ 155.4 71.4 % $ (16.5 ) -7.6 % $ 138.9 63.8 %
Catastrophes - 0.0 % - 0.0 % - 0.0 %
Total segment $ 155.4 71.4 % $ (16.5 ) -7.6 % $ 138.9 63.8 %

Variance 2010/2009
Attritional $ (10.6 ) 5.9 pts $ 16.5 7.6 pts $ 5.9 13.5 pts
Catastrophes - - pts - - pts - - pts
Total segment $ (10.6 ) 5.9 pts $ 16.5 7.6 pts $ 5.9 13.5 pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE remained flat at $25.2 million for the three months ended September 30, 2010 and 2009. Incurred losses and LAE increased by ~~24.3%~~18.3% to ~~$71.8~~$87.2 million for the ~~three~~nine months ended ~~June~~September 30, 2010 compared to ~~$57.8~~$73.7 million for the ~~three~~nine months ended ~~June~~September 30, 2009. ~~The increase, period over period, was primarily due to favorable development in 2009 of prior years’ attritional reserves, specifically net casualty losses.~~

~~Incurred losses and LAE increased by 4.2% to $144.8 million for the six months ended June 30, 2010 compared to $138.9 million for the six months ended June 30, 2009. The~~This increase was driven by a $13.0 million (7.0 points) increase in attritional losses, primarily ~~due to similar factors as discussed above for~~from the ~~three months.~~A&H business and from losses on the offshore oil rig in the Gulf.

Segment Expenses. Commission and brokerage expenses decreased ~~by 38.1%~~27.1% to ~~$6.1~~$7.7 million for the three months ended ~~June~~September 30, 2010 compared to ~~$9.8~~$10.5 million for the three months ended ~~June~~September 30, 2009. Commission and brokerage expenses decreased ~~by 64.6%~~14.5% to ~~$7.7~~$25.2 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$21.9~~$29.4 million for the ~~six~~nine months ended ~~June~~September 30, 2009. These decreases were ~~primarily~~due to the ~~result~~changes in the mix in business and lower contingent commissions on the surety book of ~~a decline in net premiums earned in conjunction with additional reinsurance cessions.~~business.

Segment other underwriting expenses for the three months ended June 30, 2010 decreased to $16.3 million from $19.2 million for the three months ended June 30, 2009. Segment other underwriting expenses for the six months ended June 30, 2010 decreased to $32.9 million from $36.4 million for the six months ended June 30, 2009. These decreases were the result of management’s direct actions to reduce expenses.

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Segment other underwriting expenses decreased slightly to $2.1 million for the three months ended September 30, 2010 compared to $2.4 million for the three months ended September 30, 2009. Segment other underwriting expenses increased slightly to $6.5 million for the nine months ended September 30, 2010 compared to $6.2 million for the nine months ended September 30, 2009.

~~Specialty Underwriting.~~International.

The following table presents the underwriting results and ratios for the ~~Specialty Underwriting~~International segment for the periods indicated.

	Three Months Ended September 30,												Nine Months Ended September 30,
(Dollars in millions)	2010			2009			Variance			% Change			2010			2009			Variance			% Change
Gross written premiums	$	323.7		$	272.6		$	51.1			18.8	%	$	906.1		$	797.6		$	108.5			13.6	%
Net written premiums		168.4			146.3			22.1			15.1	%		479.7			435.7			44.0			10.1	%

Premiums earned	$	163.9		$	147.9		$	16.1			10.9	%	$	465.7		$	433.1		$	32.6			7.5	%
Incurred losses and LAE		118.4			89.2			29.2			32.7	%		479.0			261.0			218.0			83.5	%
Commission and brokerage		38.3			34.8			3.4			9.9	%		106.0			100.1			5.9			5.9	%
Other underwriting expenses		6.7			6.2			0.5			8.4	%		20.4			16.5			3.9			23.7	%
Underwriting gain (loss)	$	0.6		$	17.7		$	(17.1	)		-96.6	%	$	(139.6	)	$	55.6		$	(195.2	)	NM

										Point Chg												Point Chg
Loss ratio		72.2	%		60.3	%					11.9			102.8	%		60.3	%					42.5
Commission and brokerage ratio		23.4	%		23.6	%					(0.2	)		22.8	%		23.1	%					(0.3	)
Other underwriting expense ratio		4.0	%		4.2	%					(0.2	)		4.4	%		3.8	%					0.6
Combined ratio		99.6	%		88.1	%					11.5			130.0	%		87.2	%					42.8

(NM, not meaningful)
(Some amounts may not reconcile due to rounding.)

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions) 2010 2009 Variance % Change 2010 2009 Variance % Change
Gross written premiums $ 65.9 $ 57.2 $ 8.7 15.2 % $ 131.7 $ 116.1 $ 15.6 13.5 %
Net written premiums 37.8 32.1 5.7 17.7 % 75.1 64.7 10.3 16.0 %

Premiums earned $ 39.3 $ 32.5 $ 6.8 21.1 % $ 78.2 $ 69.3 $ 8.9 12.8 %
Incurred losses and LAE 34.5 23.2 11.4 49.0 % 62.0 48.5 13.4 27.7 %
Commission and brokerage 9.0 8.9 0.1 1.3 % 17.5 18.9 (1.4 ) -7.5 %
Other underwriting expenses 2.4 2.0 0.4 20.4 % 4.4 3.8 0.5 13.4 %
Underwriting gain (loss) $ (6.5 ) $ (1.5 ) $ (5.0 ) NM $ (5.6 ) $ (2.0 ) $ (3.6 ) 182.6 %

Point Chg Point Chg
Loss ratio 87.7 % 71.3 % 16.4 79.2 % 70.0 % 9.2
Commission and brokerage ratio 22.8 % 27.3 % (4.5 ) 22.4 % 27.3 % (4.9 )
Other underwriting expense ratio 6.1 % 6.1 % - 5.6 % 5.6 % -
Combined ratio 116.6 % 104.7 % 11.9 107.2 % 102.9 % 4.3

(NM, not meaningful)
(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums increased by ~~15.2%~~18.8% to ~~$65.9~~$323.7 million for the three months ended ~~June~~September 30, 2010 compared to ~~$57.2~~$272.6 million for the three months ended ~~June~~September 30, ~~2009. This was driven by~~2009, due to continued strong growth in our ~~A&H business, both the travel accident business as well as several new self-funded medical accounts, partially offset by~~Brazil, Miami and New Jersey offices, a ~~decrease in marine business.~~$42.9 million increase; Canada, a $5.5 million increase; and Asia, a $2.8 million increase. Net written premiums increased by ~~17.7%~~15.1% to ~~$37.8~~$168.4 million for the three months ended ~~June~~September 30, 2010 compared to ~~$32.1~~$146.3 million for the three months ended ~~June~~September 30, 2009, ~~primarily~~principally as a result of the increase in gross written ~~premiums combined with the change in business mix.~~premiums. Premiums earned increased ~~21.1%~~by 10.9% to ~~$3 9.3~~$163.9 million for the three months ended ~~June~~September 30, 2010 compared to ~~$32.5~~$147.9 million for the three months ended ~~June~~September 30, 2009. The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums increased by ~~13.5%~~13.6% to ~~$131.7~~$906.1 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$116.1~~$797.6 million for the ~~six~~nine months ended June 30, 2009. Net written premiums increased 16.0% to $75.1 million for the six months ended June 30, 2010 compared to $64.7 million for the six months ended June 30, 2009. Premiums earned increased 12.8% to $78.2 million for the six months ended June 30, 2010 compared to $69.3 million for the six months ended June 30, 2009. Variances for the six months were driven by similar factors as those discussed above for the three months.

~~Table of Contents~~

~~Incurred Losses and LAE.~~ ~~The following tables present the incurred losses and LAE for the Specialty Underwriting segment for the periods indicated.~~

Three Months Ended June 30,
Current Ratio %/ Prior Ratio %/ Total Ratio %/
(Dollars in millions) Year Pt Change Years Pt Change Incurred Pt Change
2010
Attritional $ 32.2 81.9 % $ 0.7 1.9 % $ 33.0 83.8 %
Catastrophes - 0.0 % 1.6 4.0 % 1.6 4.0 %
Total segment $ 32.2 81.9 % $ 2.3 5.8 % $ 34.5 87.7 %

2009
Attritional $ 28.2 86.8 % $ (6.7 ) -20.7 % $ 21.5 66.1 %
Catastrophes - 0.0 % 1.7 5.2 % 1.7 5.2 %
Total segment $ 28.2 86.7 % $ (5.0 ) -15.5 % $ 23.2 71.3 %

Variance 2010/2009
Attritional $ 4.0 (4.9 ) pts $ 7.4 22.6 pts $ 11.5 17.7 pts
Catastrophes - - pts (0.1 ) (1.2 ) pts (0.1 ) (1.2 ) pts
Total segment $ 4.0 (4.9 ) pts $ 7.3 21.3 pts $ 11.3 16.4 pts

Six Months Ended June 30,
Current Ratio %/ Prior Ratio %/ Total Ratio %/
(Dollars in millions) Year Pt Change Years Pt Change Incurred Pt Change
2010
Attritional $ 58.8 75.1 % $ 0.5 0.6 % $ 59.2 75.7 %
Catastrophes - 0.0 % 2.7 3.5 % 2.7 3.5 %
Total segment $ 58.8 75.1 % $ 3.2 4.1 % $ 62.0 79.2 %

2009
Attritional $ 50.8 73.3 % $ (5.8 ) -8.4 % $ 44.9 64.8 %
Catastrophes - 0.0 % 3.6 5.2 % 3.6 5.2 %
Total segment $ 50.8 73.3 % $ (2.2 ) -3.2 % $ 48.5 70.0 %

Variance 2010/2009
Attritional $ 8.0 1.8 pts $ 6.3 9.0 pts $ 14.3 10.9 pts
Catastrophes - - pts (0.9 ) (1.7 ) pts (0.9 ) (1.7 ) pts
Total segment $ 8.0 1.8 pts $ 5.4 7.3 pts $ 13.5 9.2 pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased by 49.0% to $34.5 million for the three months ended June 30, 2010 compared to $23.2 million for the three months ended June 30, 2009, primarily the result of an increase in current year attritional reserves for the offshore oil rig in the Gulf.

Incurred losses and LAE increased by 27.7% to $62.0 million for the six months ended June 30, 2010 compared to $48.5 million for the six months ended June 30, 2009. This increase was driven by the same factor as discussed above for the three months.

~~Segment Expenses.~~ Commission and brokerage expenses increased 1.3% to $9.0 million for the three months ended June 30, 2010 compared to $8.9 million for the three months ended June 30, 2009. This slight increase was primarily driven by the increase in premiums earned in combination with the mix of business. Commission and brokerage expenses decreased 7.5% to $17.5 million for the six months ended June 30, 2010 compared to $18.9 million for the six months ended June 30, 2009. This decrease was primarily driven by the mix in business as the lower commission business, A&H, had increased while the higher commission business of ma rine and surety had declined.

~~Table of Contents~~

Segment other underwriting expenses increased to $2.4 million for the three months ended June 30, 2010 compared to $2.0 million for the three months ended June 30, 2009. Segment other underwriting expenses increased to $4.4 million for the six months ended June 30, 2010 compared to $3.8 million for the six months ended June 30, 2009. These increases were due to normal growth in overall operating expenses.

~~International.~~

~~The following table presents the underwriting results and ratios for the International segment for the periods indicated.~~

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions) 2010 2009 Variance % Change 2010 2009 Variance % Change
Gross written premiums $ 307.0 $ 274.3 $ 32.7 11.9 % $ 582.3 $ 525.0 $ 57.3 10.9 %
Net written premiums 166.0 154.0 12.1 7.8 % 311.3 289.3 21.9 7.6 %

Premiums earned $ 154.7 $ 141.9 $ 12.8 9.0 % $ 301.8 $ 285.2 $ 16.5 5.8 %
Incurred losses and LAE 124.1 79.2 44.9 56.6 % 360.6 171.8 188.8 109.9 %
Commission and brokerage 37.3 31.0 6.3 20.2 % 67.7 65.2 2.5 3.8 %
Other underwriting expenses 7.3 5.7 1.6 28.6 % 13.7 10.3 3.4 32.8 %
Underwriting gain (loss) $ (14.0 ) $ 26.0 $ (40.0 ) -153.7 % $ (140.2 ) $ 38.0 $ (178.2 ) NM

Point Chg Point Chg
Loss ratio 80.2 % 55.8 % 24.4 119.5 % 60.2 % 59.3
Commission and brokerage ratio 24.1 % 21.8 % 2.3 22.4 % 22.9 % (0.5 )
Other underwriting expense ratio 4.7 % 4.1 % 0.6 4.6 % 3.6 % 1.0
Combined ratio 109.0 % 81.7 % 27.3 146.5 % 86.7 % 59.8

(NM, not meaningful)
(Some amounts may not reconcile due to rounding.)

~~Premiums.~~ ~~Gross written premiums increased by 11.9% to $307.0 million for the three months ended June 30, 2010 compared to $274.3 million for the three months ended June~~September 30, 2009, due to continued strong growth in Brazil, Miami and New Jersey offices, a $49.4 million increase; Asia, a ~~$23.5 million increase; Canada, a $19.4~~$36.6 million increase; and ~~Brazil,~~Canada, a ~~$5.2~~$22.6 million increase. Net written premiums increased by 7.8% to $166.0 million for the three months ended June 30, 2010 compared to $154.0 million for the three months ended June 30, 2009, principally as a result of the increase in gross written premiums, partially offset by an increase in cessions under the affiliated quota share. Premiums earned increased by 9.0% to $154.7 million for the three months ended June 30, 2010 compared to $141.9 million for the three months ended June 30, 2009. The change in premiums earned relative to net written premiums isincrease; the result of ~~timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation~~a combination of ~~the coverage period.~~

~~Gross written premiums increased by 10.9% to $582.3 million for the six months ended June 30, 2010 compared to $525.0 million for the six months ended June 30, 2009, due to continued strong~~new business, rate increases in select areas and economic and insurance growth in ~~Asia, a $33.8 million increase; Canada, a $17.1 million increase; and Brazil, a $15.1 million increase.~~some markets. Also contributing to the increase was $13.4 million in ~~gross~~ reinstatement premiums from the Chilean earthquake. Net written premiums increased by ~~7.6%~~10.1% to ~~$311.3~~$479.7 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$289.3~~$435.7 million for the ~~six~~nine months ended ~~June~~September 30, 2009. Premiums earned increased by ~~5.8%~~7.5% to ~~$301.8~~$465.7 million ~~for~~f or the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$285.2~~$433.1 million for the ~~six~~nine months ended ~~June~~September 30, 2009, as a result of the increase in net written premiums. ~~Varianc e~~Variance explanations for net written premiums and premiums earned for the ~~six~~nine months were similar to those discussed above for the three months.

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Incurred Losses and LAE. The following tables present the incurred losses and LAE for the International segment for the periods indicated.

	Three Months Ended June 30,																				Three Months Ended September 30,
	Current		Ratio %/				Prior			Ratio %/				Total			Ratio %/				Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred			Pt Change				Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2010
Attritional	$	83.8		54.1	%		$	(2.0	)		-1.3	%		$	81.7			52.8	%		$	94.4		57.6	%		$	(13.5	)		-8.3	%		$	80.8		49.3	%
Catastrophes		48.7		31.5	%			(6.3	)		-4.1	%			42.3			27.4	%			38.2		23.3	%			(0.7	)		-0.4	%			37.5		22.9	%
Total segment	$	132.4		85.6	%		$	(8.3	)		-5.4	%		$	124.1			80.2	%		$	132.6		80.9	%		$	(14.2	)		-8.7	%		$	118.4		72.2	%

2009
Attritional	$	77.3		54.4	%		$	3.4			2.4	%		$	80.7			56.9	%		$	76.4		51.7	%		$	(0.6	)		-0.4	%		$	75.8		51.3	%
Catastrophes		-		0.0	%			(1.5	)		-1.1	%			(1.5	)		-1.1	%			11.2		7.6	%			2.1			1.5	%			13.4		9.0	%
Total segment	$	77.3		54.4	%		$	2.0			1.4	%		$	79.2			55.8	%		$	87.7		59.3	%		$	1.5			1.0	%		$	89.2		60.3	%

Variance 2010/2009
Attritional	$	6.5		(0.3	)	pts	$	(5.4	)		(3.7	)	pts	$	1.0			(4.1	)	pts	$	18.0		5.9		pts	$	(12.9	)		(7.9	)	pts	$	5.0		(2.0	)	pts
Catastrophes		48.7		31.5		pts		(4.8	)		(3.0	)	pts		43.8			28.5		pts		27.0		15.7		pts		(2.8	)		(1.9	)	pts		24.1		13.9		pts
Total segment	$	55.1		31.2		pts	$	(10.3	)		(6.8	)	pts	$	44.9			24.4		pts	$	44.9		21.6		pts	$	(15.7	)		(9.7	)	pts	$	29.2		11.9		pts

		Six Months Ended June 30,																				Nine Months Ended September 30,
		Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/					Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)		Year		Pt Change				Years			Pt Change				Incurred		Pt Change					Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2010
Attritional		$	175.1		58.0	%		$	(5.5	)		-1.8	%		$	169.6		56.2	%			$	269.4		57.8	%		$	(19.0	)		-4.1	%		$	250.4		53.8	%
Catastrophes			198.2		65.7	%			(7.2	)		-2.4	%			191.0		63.3	%				236.4		50.8	%			(7.9	)		-1.7	%			228.6		49.1	%
Total segment		$	373.2		123.7	%		$	(12.7	)		-4.2	%		$	360.6		119.5	%			$	505.9		108.6	%		$	(26.9	)		-5.8	%		$	479.0		102.8	%

2009
Attritional		$	158.6		55.6	%		$	5.1			1.8	%		$	163.7		57.4	%			$	235.0		54.3	%		$	4.5			1.1	%		$	239.5		55.3	%
Catastrophes			9.1		3.2	%			(1.0	)		-0.4	%			8.1		2.8	%				20.3		4.7	%			1.1			0.3	%			21.4		5.0	%
Total segment		$	167.6		58.8	%		$	4.1			1.4	%		$	171.8		60.2	%			$	255.3		58.9	%		$	5.7			1.3	%		$	261.0		60.3	%

Variance 2010/2009
Attritional		$	16.5		2.4		pts	$	(10.6	)		(3.6	)	pts	$	5.9		(1.2	)	pts		$	34.4		3.5		pts	$	(23.5	)		(5.2	)	pts	$	10.9		(1.5	)	pts
Catastrophes			189.1		62.5		pts		(6.2	)		(2.0	)	pts		182.9		60.5		pts			216.1		46.1		pts		(9.0	)		(2.0	)	pts		207.2		44.1		pts
Total segment		$	205.6		64.9		pts	$	(16.8	)		(5.6	)	pts	$	188.8		59.3		pts		$	250.6		49.7		pts	$	(32.6	)		(7.1	)	pts	$	218.0		42.5		pts

(Some amounts may not reconcile due to rounding.)	(Some amounts may not reconcile due to rounding.)																				(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased ~~56.6%~~32.7% to ~~$124.1~~$118.4 million for the three months ended ~~June~~September 30, 2010 compared to ~~$79.2~~$89.2 million for the three months ended ~~June~~September 30, 2009. The increase was principally due to a ~~$48.7~~$27.0 million increase in current year catastrophes ~~for~~losses, due to the ~~Chilean earthquake.~~New Zealand earthquake, Chile earthquake and the Canadian hailstorm. Attritional losses also increased primarily due to the increased premiums ~~earned.~~earned and higher expected loss ratios, which were partially offset by more favorable development of prior years’ attritional reserves.

Incurred losses and LAE increased ~~109.9%~~83.5% to ~~$360.6~~$479.0 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$171.8~~$261.0 million for the ~~six~~nine months ended ~~June~~September 30, 2009. The increase was principally due to the 2010 large ~~current year catastrophe~~catastrophes of ~~$178.6~~$187.1 million for the Chilean earthquake, ~~and $19.5~~$28.0 million for the New Zealand earthquake, $18.0 million for the Australian hailstorms ~~in 2010~~and $3.4 million for the Canadian hailstorm compared to the absence in 2009 of any similar large events. Attritional losses also increased primarily due to the increased premiums earned and higher expected loss ratios, which were partially offset by favorable development of prior years’ attritional reserves.

Segment Expenses. Commission and brokerage expenses increased ~~20.2%~~9.9% to ~~$37.3~~$38.3 million for the three months ended ~~June~~September 30, 2010 compared to ~~$31.0~~$34.8 million for the three months ended ~~June~~September 30, 2009. Commission and brokerage expenses increased ~~3.8%~~5.9% to ~~$67.7~~$106.0 million for the ~~six~~nine months ended ~~June~~September 30, 2010 compared to ~~$65.2~~$100.1 million for the ~~six~~nine months ended ~~June~~September 30, 2009. The increases were primarily ~~due to an increase~~in line with the increases in premiums ~~earned, an increase in contingent commission on the International U.S. business and an increase in commission ratio on the Brazil book.~~earned.

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Segment other underwriting expenses for the three months ended ~~June~~September 30, 2010 were ~~$7.3~~$6.7 million compared to ~~$5.7~~$6.2 million for the three months ended ~~June~~September 30, 2009. Segment other underwriting expenses for the ~~six~~nine months ended ~~June~~September 30, 2010 were ~~$13.7~~$20.4 million compared to ~~$10.3~~$16.5 million for the ~~six~~nine months ended ~~June~~September 30, 2009. These increases were due to ~~normal~~ growth in the overall ~~operating expenses.~~infrastructure and consistent with the growth in premiums earned resulting in stable other underwriting expense ratios.

Market Sensitive Instruments.

The Securities and Exchange Commission’s (“SEC”) Financial Reporting Release #48 requires registrants to clarify and expand upon the existing financial statement disclosure requirements for derivative financial instruments, derivative commodity instruments and other financial instruments (collectively, “market sensitive instruments”). We do not generally enter into market sensitive instruments for trading purposes.

Our current investment strategy seeks to maximize after-tax income through a high quality, diversified, taxable and tax-preferenced fixed maturity portfolio, while maintaining an adequate level of liquidity. Our mix of taxable and tax-preferenced investments is adjusted periodically, consistent with our current and projected operating results, market conditions and our tax position. The fixed maturity securities in the investment portfolio are comprised of non-trading available for sale securities. Additionally, we have invested in equity securities.

The overall investment strategy considers the scope of present and anticipated Company operations. In particular, estimates of the financial impact resulting from non-investment asset and liability transactions, together with our capital structure and other factors, are used to develop a net liability analysis. This analysis includes estimated payout characteristics for which our investments provide liquidity. This analysis is considered in the development of specific investment strategies for asset allocation, duration and credit quality. The change in overall market sensitive risk exposure principally reflects the asset changes that took place during the period.

Interest Rate Risk. Our ~~$8.1~~$8.4 billion investment portfolio, at ~~June~~September 30, 2010, is principally comprised of fixed maturity securities, which are generally subject to interest rate risk and some foreign currency exchange rate risk, and some equity securities, which are subject to price fluctuations. The impact of the foreign exchange risks on the investment portfolio is partially mitigated by changes in the dollar value of foreign currency denominated liabilities and their associated income statement impact.

Interest rate risk is the potential change in value of the fixed maturity portfolio, including short-term investments, from a change in market interest rates. In a declining interest rate environment, it includes prepayment risk on the ~~$539.4~~$474.4 million of mortgage-backed securities in the ~~$6,459.4~~$6,485.2 million fixed maturity portfolio. Prepayment risk results from potential accelerated principal payments that shorten the average life and thus the expected yield of the security.

The table below displays the potential impact of market value fluctuations and after-tax unrealized appreciation on our fixed maturity securities portfolio (including ~~$251.8~~$304.9 million of short-term investments) for the period indicated based on upward and downward parallel and immediate 100 and 200 basis point shifts in interest rates. For legal entities with a U.S. dollar functional currency, this modeling was performed on each security individually. To generate appropriate price estimates for mortgage-backed securities, changes in prepayment expectations under different interest rate environments were taken into account. For legal entities with non-U.S. dollar functional currency, the effective duration of the involved portfolio of securities was used as a proxy for the market value change under th e various interest rate change scenarios.

	Impact of Interest Rate Shift in Basis Points
	At September 30, 2010
(Dollars in millions)		-200			-100			0			100			200
Total Market/Fair Value	$	7,310.9		$	7,066.6		$	6,790.1		$	6,464.2		$	6,142.7
Market/Fair Value Change from Base (%)		7.7	%		4.1	%		0.0	%		-4.8	%		-9.5	%
Change in Unrealized Appreciation
After-tax from Base ($)	$	338.5		$	179.7		$	-		$	(211.8	)	$	(420.8	)

Impact of Interest Rate Shift in Basis Points
At June 30, 2010
(Dollars in millions) -200 -100 0 100 200
Total Market/Fair Value $ 7,273.5 $ 7,013.4 $ 6,711.2 $ 6,373.1 $ 6,047.5
Market/Fair Value Change from Base (%) 8.4 % 4.5 % 0.0 % -5.0 % -9.9 %
Change in Unrealized Appreciation
After-tax from Base ($) $ 365.5 $ 196.4 $ - $ (219.8 ) $ (431.4 )

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We had ~~$7,583.5~~$7,611.6 million and $7,300.1 million of gross reserves for losses and LAE as of ~~June~~September 30, 2010 and December 31, 2009, respectively. These amounts are recorded at their nominal value, as opposed to present value, which would reflect a discount adjustment to reflect the time value of money. Since losses are paid out over a period of time, the present value of the reserves is less than the nominal value. As interest rates rise, the present value of the reserves decreases and, conversely, as interest rates decline, the present value increases. These movements are the opposite of the interest rate impacts on the fair value of investments. While the difference between present value and nominal value is not reflected in our financial statements, our financial results will ~~incl ude~~include investment income over time from the investment portfolio until the claims are paid. Our loss and loss reserve obligations have an expected duration that is reasonably consistent with our fixed income portfolio.

Equity Risk. Equity risk is the potential change in fair and/or market value of the common stock and preferred stock portfolios arising from changing equity prices. Our equity investments consist of a diversified portfolio of individual securities and mutual funds, which invest principally in high quality common and preferred stocks that are traded on major exchanges. The primary objective of the equity portfolio is to obtain greater total return relative to bonds over time through market appreciation and income.

The table below displays the impact on fair/market value and after-tax change in fair/market value of a 10% and 20% change in equity prices up and down for the period indicated.

	Impact of Percentage Change in Equity Fair/Market Values
	At September 30, 2010
(Dollars in millions)		-20%			-10%			0%		10%		20%
Fair/Market Value of the Equity Portfolio	$	305.8		$	344.1		$	382.3	$	420.5	$	458.7
After-tax Change in Fair/Market Value		(49.7	)		(24.8	)		-		24.8		49.7

Impact of Percentage Change in Equity Fair/Market Values
At June 30, 2010
(Dollars in millions) -20% -10% 0% 10% 20%
Fair/Market Value of the Equity Portfolio $ 272.3 $ 306.4 $ 340.4 $ 374.4 $ 408.5
After-tax Change in Fair/Market Value (44.3 ) (22.1 ) - 22.1 44.3

Foreign Exchange Risk. Foreign currency risk is the potential change in value, income and cash flow arising from adverse changes in foreign currency exchange rates. Each of our non-U.S. (“foreign”) operations maintains capital in the currency of the country of its geographic location consistent with local regulatory guidelines. Each foreign operation may conduct business in its local currency, as well as the currency of other countries in which it operates. The primary foreign currency exposures for these foreign operations are the Canadian Dollar, the British Pound Sterling and the Euro. We mitigate foreign exchange exposure by generally matching the currency and duration of our assets to our corresp onding operating liabilities. In accordance with FASB guidance, we translate the assets, liabilities and income of non-U.S. dollar functional currency legal entities to the U.S. dollar. This translation amount is reported as a component of other comprehensive income. As of ~~June~~September 30, 2010, there has been no material change in exposure to foreign exchange rates as compared to December 31, 2009.

SAFE HARBOR DISCLOSURE

This report contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as “may”, “will”, “should”, “could”, “anticipate”, “estimate”, “expect”, “plan”, “believe”, “predict”, “potential” and “intend”. Forward-looking statements contained in this report include information regarding our reserves for losses and LAE, the adequacy of our provision for uncollectible balances, estimates of our c atastrophe exposure, the effects of catastrophic events on our financial statements and the ability of our subsidiaries to pay dividends. Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Actual events or results may differ materially from our expectations. Important factors that could cause our actual events or results to be materially different from our expectations include the uncertainties that surround the impact on our financial statements and liquidity resulting from changes in the global economy and credit markets, the estimating of reserves for losses and LAE, those discussed in Note 6 of Notes to Consolidated Financial Statements (unaudited) included in this report and risks described under the caption “Risk Factors” in our most recently filed Annual Report on Form 10-K, Part 1, ITEM 1A. We undertake no obligation to update o r revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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~~ITEM 3.~~ ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Instruments. See “Market Sensitive Instruments” in PART I – ITEM 2.

ITEM 4.

~~ITEM 4.~~ CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our management carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our management, with the participation of the Chief Executive Of ficer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.

PART II

ITEM 1.

~~ITEM 1.~~ LEGAL PROCEEDINGS

In the ordinary course of business, we are involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine our rights and obligations under insurance, reinsurance and other contractual agreements. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, we believe that our positions are legally and commercially reasonable, and we vigorously seek to preserve, enforce and defend our legal rights under various agreements. While the final outcome of these matters cannot be predicted with certainty, we do not believe that any of these matters, when finally resolved, will have a material adverse effect on o ur financial position or liquidity. However, an adverse resolution of one or more of these items in any one quarter or fiscal year could have a material adverse effect on our results of operations in that period.

ITEM 1A.

~~ITEM 1A.~~ RISK FACTORS

No material changes.

ITEM 2.

~~ITEM 2.~~ UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

RESERVED

~~ITEM 4. RESERVED~~

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~~ITEM 5. OTHER INFORMATION~~

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

~~ITEM 6.~~ EXHIBITS~~EXHIBITS~~

Exhibit Index:

Exhibit No.	Description

31.1	Section 302 Certification of Joseph V. Taranto

31.2	Section 302 Certification of Dominic J. Addesso

32.1	Section 906 Certification of Joseph V. Taranto and Dominic J. Addesso

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Everest Reinsurance Holdings, Inc.

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 thereunto duly authorized.


	Everest Reinsurance Holdings, Inc.
	(Registrant)


	/S/ DOMINIC J. ADDESSO
	Dominic J. Addesso
	Executive Vice President and
		Chief Financial Officer

	(Duly Authorized Officer and Principal Financial Officer)



Dated: ~~August 16,~~November 15, 2010

	By Asset
	Three Months Ended June 30, 2010										Six Months Ended June 30, 2010
	Corporate			Asset-backed		Non-agency					Corporate			Asset-backed		Non-agency
(Dollars in thousands)	Securities			Securities		RMBS			Total		Securities			Securities		RMBS			Total
Beginning balance	$	6,930		$	6,368	$	456		$	13,754	$	6,930		$	6,258	$	426		$	13,614
Total gains or (losses) (realized/unrealized)
Included in earnings (or changes in net assets)		(1	)		-		24			23		(1	)		-		49			48
Included in other comprehensive income (loss)		36			122		51			209		36			44		92			172
Purchases, issuances and settlements		-			72		(34	)		38		-			260		(70	)		190
Transfers in and/or (out) of Level 3		-			-		-			-		-			-		-			-
Ending balance	$	6,965		$	6,562	$	497		$	14,024	$	6,965		$	6,562	$	497		$	14,024

The amount of total gains or losses for the period included
in earnings (or changes in net assets) attributable to the
change in unrealized gains or losses relating to assets
still held at the reporting date	$	-		$	-	$	-		$	-	$	-		$	-	$	-		$	-

(Some amounts may not reconcile due to rounding.)

	Summary
	Three Months Ended					Six Months Ended
	June 30,					June 30,
(Dollars in thousands)	2010		2009			2010		2009
Assets:
Balance, beginning of period	$	13,754	$	7,464		$	13,614	$	10,967
Total gains or (losses) (realized/unrealized)
Included in earnings (or changes in net assets)		23		21			48		(4	)
Included in other comprehensive income (loss)		209		375			172		556
Purchases, issuances and settlements		38		(3,054	)		190		(79	)
Transfers in and/or (out) of Level 3		-		7,001			-		367
Balance, end of period	$	14,024	$	11,807		$	14,024	$	11,807

The amount of total gains or losses for the period included in earnings
(or changes in net assets) attributable to the change in unrealized
gains or losses relating to assets still held at the reporting date	$	-	$	-		$	-	$	(131	)