Pricing Agreement, dated as of September 29, 2021, among Everest Reinsurance Holdings, Inc. and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein

Exhibit 1.2

Pricing Agreement

September 29, 2021

Citigroup Global Markets Inc.

Wells Fargo Securities, LLC

    As Representatives of the several Underwriters

    named in Schedule I hereto

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Ladies and Gentlemen:

Everest Reinsurance Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 29, 2021 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Debt Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

[THE NEXT PAGE IS THE SIGNATURE PAGE]

If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and each of the Representatives plus one for each counsel counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

Accepted as of the date hereof:

CITIGROUP GLOBAL MARKETS INC.

WELLS FARGO SECURITIES, LLC

As Representatives and on behalf of the Underwriters

[Signature Page to Pricing Agreement]

SCHEDULE I

SCHEDULE II

Title of Designated Securities:

3.125% Senior Notes due 2052

Aggregate Principal Amount:

$1,000,000,000

Price to Public:

97.874% of the principal amount of the Designated Securities plus accrued interest, if any, from October 4, 2021

Purchase Price by Underwriters:

96.999% of the principal amount of the Designated Securities plus accrued interest, if any, from October 4, 2021

Form of Designated Securities:

Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery.

Specified Funds for Payment of Purchase Price:

New York Clearing House same-day funds

Accountants’ Letter to be Delivered on Date of Pricing Agreement:

Yes.

Time of Delivery:

10:00 a.m., New York City time, on October 4, 2021

Indenture:

Indenture dated as of March 14, 2000 (the “Original Indenture”), between the Company and The Bank of New York Mellon, as successor in interest to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee, as supplemented by the Sixth Supplemental Indenture to be dated as of October 4, 2021 (the “Sixth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), between the Company and The Bank of New York Mellon.

Maturity Date:

October 15, 2052

Interest Rate:

3.125%

Interest Payment Dates:

Semi-annually on April 15 and October 15, commencing April 15, 2022.

Redemption Provisions:

The Designated Securities are redeemable, in whole at any time or in part at any time, for cash at the redemption prices set forth in the Sixth Supplemental Indenture plus, in each case, accrued and unpaid interest on the Designated Securities to the date of redemption.

Sinking Fund Provisions:

None.

Defeasance Provisions:

The defeasance and covenant defeasance provisions of the Indenture will apply to the Designated Securities.

Applicable Time:

4:02 p.m., New York City time, on September 29, 2021

Closing Location for Delivery of Designated Securities:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Names and Addresses of Representatives:

Designated Representatives:

Citigroup Global Markets Inc.

OR

Wells Fargo Securities, LLC

Address for Notices, etc.:

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Attn: General Counsel

Fax: (646) 291-1469

c/o Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28202

***@***

SCHEDULE III

Issuer Free Writing Prospectus

Free Writing Prospectus to

Preliminary Prospectus Supplement dated September 29, 2021 to

Prospectus dated September 16, 2021

Registration Statement No. 333-259589-02

PRICING TERM SHEET

EVEREST REINSURANCE HOLDINGS, INC.

$1,000,000,000 3.125% Senior Notes due 2052

EVEREST REINSURANCE HOLDINGS, INC.

**It is expected that delivery of the Notes will be made against payment therefor on or about October 4, 2021, which is the third business day following the date hereof (such settlement cycle being referred to as ‘‘T+3’’). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to their date of delivery may be required, by virtue of the fact that the

Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade such Notes earlier than the second business day preceding settlement should consult their own advisors.

Terms used but not defined in this pricing term sheet have the meanings assigned to them in the preliminary prospectus supplement dated September 29, 2021.

The Issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement dated September 29, 2021 and the accompany prospectus dated September 16, 2021 for this offering in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling: Citigroup Global Markets Inc. toll-free at ###-###-#### or ***@*** or Wells Fargo Securities, LLC toll-free at ###-###-#### or ***@***.

This communication should be read in conjunction with the preliminary prospectus supplement dated September 29, 2021 and the accompanying prospectus dated September 16, 2021.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.