Exhibit 4.2

                                  AMENDMENT TO
                                RIGHTS AGREEMENT
                                ----------------

         This  AMENDMENT TO RIGHTS  AGREEMENT  (this  "AMENDMENT"),  dated as of
September 16, 1999, is entered into by and between EVEREST REINSURANCE HOLDINGS,
INC., a Delaware corporation (the "COMPANY"), and FIRST CHICAGO TRUST COMPANY OF
NEW YORK (the "RIGHTS AGENT").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  the  Company  and the  Rights  Agent are  parties to a Rights
Agreement dated as of September 24, 1998 (the "RIGHTS AGREEMENT"); and

         WHEREAS, the parties hereto  desire  to  amend  the Rights Agreement in
certain respects as provided for herein; and

         WHEREAS, Board of Directors of the Company has authorized the execution
and delivery of this  Amendment to the Rights  Agreement in connection  with the
proposed merger between the Company and Everest Re Merger Corporation  ("EVEREST
MERGER"),  a  Delaware  corporation  and  wholly  owned  subsidiary  of  Everest
Reinsurance Group, Ltd., a Bermuda company ("EVEREST GROUP"); and

         WHEREAS,  this  Amendment is being  executed prior to the execution and
delivery of the  Agreement  and Plan of Merger among the Company,  Everest Group
and Everest Merger.

         NOW, THEREFORE,  in consideration of the foregoing,  and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of which are  hereby
acknowledged, the parties hereto agree as follows:

         SECTION  1.  DEFINED  TERMS.  Terms  used in this  Amendment  which are
defined in the Rights Agreement shall have the meaning assigned to such terms in
the Rights Agreement unless otherwise defined herein.

         SECTION 2.  AMENDMENT  TO   RIGHTS   AGREEMENT.   The   definition   of
"Beneficial Owner" in Section 1(c) of the  Rights Agreement is hereby amended to
add the following paragraph at the end thereof:

                  "Notwithstanding  anything in this  Agreement to the contrary,
         for   purposes  of   this  Agreement,   neither   Everest   Reinsurance
         Group,   Ltd.,  a   Bermuda  company  ("Everest  Group"),  nor  any  of
         its Affiliates  or  Associates  shall  be  deemed  a "Beneficial Owner"
         of,  or   to  "beneficially   own,"   any   shares  of   any  class  of
         capital  stock  of   the  Company  as  a  result  of   the   execution,
         delivery  or  performance   of   the   Agreement  and  Plan  of  Merger

                                      -1-

         dated  as  of  September  17,  1999  among  the  Company, Everest Group
         and Everest Re Merger Corporation, a  Delaware corporation  and  wholly
         owned subsidiary of Everest Group, as amended from time to time, or the
         consummation  of any  of the  transactions  contemplated thereunder."

         SECTION 3.  MISCELLANEOUS.

         3.1 GOVERNING  LAW;  SEVERABILITY.  THIS AMENDMENT IS TO BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE,  APPLICABLE
TO CONTRACTS MADE AND TO BE ENTIRELY  PERFORMED IN SAID STATE.  If any provision
of this Amendment shall be held invalid, illegal or unenforceable, the validity,
legality or  enforceability of the other provisions hereof shall not be affected
thereby,  and there shall be deemed  substituted  for the  provision  at issue a
valid and  enforceable  provision  as similar as  possible to the  provision  at
issue.

         3.2  HEADINGS.   The  headings  preceding  the  text  of  Sections  and
subsections included in this Amendment are for convenience only and shall not be
deemed  part of this  Amendment  or be given  any  effect in  interpreting  this
Amendment.

         3.3  COUNTERPARTS.  This  Amendment  may be  executed  in  one or  more
counterparts,   all  of  which  shall  together  constitute  one  and  the  same
instrument.

         3.4  REFERENCES  TO RIGHTS  AGREEMENT.  Except as herein  amended,  the
Rights Agreement shall remain in full force and effect and is hereby ratified in
all respects.  On and after the  effectiveness  of the  amendments to the Rights
Agreement  accomplished  hereby,  (i) each reference in the Rights  Agreement to
"this Agreement,"  "hereunder," "hereof," "herein" or words of like import shall
be a  reference  to the  Rights  Agreement  as  amended  hereby,  (ii)  and each
reference to the Rights Agreement in any agreement, document or other instrument
executed and delivered prior hereto shall be a reference to the Rights Agreement
as amended by this Amendment.

                                   * * * * * *

                                      -2-

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date set forth above.

                                              EVEREST REINSURANCE HOLDINGS, INC.


                                              By:
                                                   -----------------------------
                                              Name:  Janet J. Burak
                                              Title: Senior Vice President


                                              FIRST CHICAGO TRUST COMPANY OF NEW
                                              YORK


                                              By:
                                                   -----------------------------
                                              Name:  Michael S. Duncan
                                              Title: Director, Corporate Actions



                                      -3-