Exhibit 10.28

     AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN EVEREST
    REINSURANCE COMPANY (FORMERLY KNOWN AS PRUDENTIAL REINSURANCE COMPANY),
  EVEREST REINSURANCE HOLDINGS, INC. (FORMERLY KNOWN AS PRUDENTIAL REINSURANCE
                     HOLDINGS, INC.) AND JOSEPH V. TARANTO


WHEREAS, Everest Reinsurance Company ("Company"), Everest Reinsurance  Holdings,
Inc. ("Holdings") and Joseph V. Taranto ("Taranto")  entered into an Amended and
Restated  Employment  Agreement  effective  as  of  October  11, 1994  ("Amended
Agreement")  pursuant to which Taranto is employed by the Company; and

WHEREAS,  Taranto's term of employment under the Amended Agreement  commenced as
of October 17,  1994 and  continues  through  December  31,  1999 unless  sooner
terminated in accordance with the Amended Agreement; and

WHEREAS, pursuant to Paragraph 5.1 of the Amended Agreement, Taranto is eligible
to participate in the Annual  Incentive Bonus Plan ("Plan") during the course of
his  employment  for such period as the Plan continues in effect or, if the plan
is terminated or adversely amended,  to have his annual cash bonus determined in
accordance  with  the  provisions  of the Plan as last in  effect  prior to such
termination or material adverse amendment; and

WHEREAS,  at the May 20,  1999 annual  shareholders'  meeting of  Holdings,  the
shareholders approved the Executive Performance Annual Incentive Plan adopted by
the  Holdings'  Board of  Directors  on December  10, 1998 as an  incentive  for
executives such as Taranto who are in a position to contribute materially to the
success of Holdings and its subsidiaries; and

WHEREAS, the Company,  Holdings and Taranto desire to amend Paragraph 5.1 of the
Amended  Agreement  to  hereafter  provide  that the cash  bonus  payable  under
Paragraph 5 shall be  determined in  accordance  with the Executive  Performance
Annual  Incentive Plan instead of being  determined  under the provisions of the
Annual  Incentive  Bonus Plan for the bonus paid in 2000 in respect of  services
provided by Taranto in 1999.

NOW, THEREFORE,  for one dollar and other good and valuable  consideration,  the
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

Effective  as  of  May  20,  1999,  Paragraph 5.1 of  the  Amended  and Restated
Employment  Agreement shall be amended in its entirety to read as follows:


                                      - 2 -

     "5.1  During the course of his  employment  under this  Agreement  in 1999,
     Taranto  shall be  eligible to  participate  in the  Executive  Performance
     Annual Incentive Plan of Holdings.  In the event the Executive  Performance
     Annual  Incentive  Plan is  terminated  or  materially  adversely  amended,
     Taranto  shall receive an annual cash bonus  determined in accordance  with
     the provisions of the Annual  Incentive Plan of Holdings as in effect prior
     to May 20, 1999."

IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  Amendment to the
Amended and Restated Employment Agreement as of the 21st day of September 1999.




                                            Everest Reinsurance Company

___________________________                 By:  ________________________
Joseph V. Taranto                           Janet J. Burak
                                            Senior Vice President



                                            Everest Reinsurance Holdings, Inc.

                                            By:  _________________________
                                            Janet J. Burak
                                            Senior Vice President