EXHIBIT 10(C)(24)

             AMENDMENT TWENTY-FOUR TO INSURANCE PROCESSING AGREEMENT

This document is Amendment  Twenty-Four  to the Insurance  Processing  Agreement
made and entered into  effective  June 1, 1993,  and amended by Amendment One to
Insurance  Processing  Agreement dated June 4, 1998;  Amendment Two to Insurance
Processing  Agreement  dated  September 25, 1998;  Amendment  Three to Insurance
Processing  Agreement  dated  October  19,  1998;  Amendment  Four to  Insurance
Processing  Agreement  dated  December  15,  1998;  Amendment  Five to Insurance
Processing Agreement dated March 25, 1999; Amendment Six to Insurance Processing
Agreement dated May 10, 1999;  Amendment Seven to Insurance Processing Agreement
dated June 24, 1999;  Amendment  Eight to Insurance  Processing  Agreement dated
August 5, 1999;  Amendment Nine to Insurance  Processing Agreement dated October
1, 1999; Amendment Ten to Insurance Processing Agreement dated January 31, 2000;
Amendment  Eleven  to  Insurance  Processing  Agreement  dated  March  1,  2000;
Amendment  Twelve to  Insurance  Processing  Agreement  dated  April  19,  2000;
Amendment  Thirteen  to  Insurance  Processing  Agreement  dated July 31,  2000;
Amendment Fourteen to Insurance  Processing  Agreement dated September 25, 2000;
Amendment  Fifteen to Insurance  Processing  Agreement  dated  October 31, 2000;
Amendment  Sixteen to Insurance  Processing  Agreement  dated November 29, 2000;
Amendment  Seventeen to Insurance  Processing  Agreement dated January 24, 2001;
Amendment  Eighteen to  Insurance  Processing  Agreement  dated March 14,  2001;
Amendment  Nineteen  to  Insurance  Processing  Agreement  dated  May  4,  2001;
Amendment  Twenty  to  Insurance  Processing  Agreement  dated  June  28,  2001;
Amendment  Twenty-One to Insurance Processing Agreement dated September 4, 2001;
Amendment  Twenty-Two to Insurance  Processing Agreement dated October 11, 2001;
and Amendment  Twenty-Three to Insurance Processing Agreement dated November 30,
2001 (the  "Agreement"),  by and between  American  National  Insurance  Company
("American  National"),  a Texas  corporation,  and Legacy Insurance  Processing
Group ("LMG"), a California corporation.

In  consideration  of mutual covenants  contained  herein,  the parties agree as
follows:

     1.  Section 6.1 of the Agreement is hereby deleted in its entirety, and the
         following new Section 6.1 shall be substituted therefor:

     "Subject to  termination  as hereinafter  provided,  this  Agreement  shall
     remain in force and effect until the close of business on May 31, 2002, the
     term of this Agreement.  This Agreement may be renewed by mutual  agreement
     for additional successive terms of one (1) year unless terminated by either
     party by prior  written  notice to the other at least  one  hundred  eighty
     (180) days prior to termination."



Except as specifically amended hereby, all terms and provisions of the Insurance
Processing Agreement shall remain in full force and effect.



IN WITNESS HEREOF, the parties hereto have executed this Agreement.

LEGACY MARKETING GROUP                      AMERICAN NATIONAL INSURANCE COMPANY

By: /s/ H. Lynn Stafford                    By: /s/ Kelly M. Collier

Title: Chief Information Officer            Title: Vice President

Witness: /s/ Stephanie Molteni              Witness: /s/ Lori Herrera

Date: March 1, 2002                         Date: March 1, 2002