Exhibit 10.44


Exhibit 10.44



First Amendment to
Pledge Agreement 



This First Amendment to Pledge
Agreement (the “First Amendment”) is made as of this 28th day of
October, 2004 by and among Ascent Assurance, Inc. (the “Pledgor”) and Credit
Suisse First Boston LLC (formerly known as Credit Suisse First Boston Management
Corporation) (the “Pledgee”). 




WITNESSETH 



WHEREAS, the Pledgor and the Pledgee
are parties to that certain pledge agreement dated as of April 17, 2001 (the “Pledge
Agreement”); 



WHEREAS, the Pledgor desires to sell
100% of the capital stock of Westbridge Printing Services, Inc., a wholly owned subsidiary
of Pledgor; 



NOW THEREFORE, for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Pledgor and
Pledgee hereby agree as follows: 



ANEX 1 to the Pledge Agreement is
deleted in its entirety and replaced with the following: 



				
	 	Pledged Stock
	Company	No. of Shares	Class of Stock	Certificate Nos.	 
	Foundation Financial
Services, Inc.	1	common	2
	Pacific Casualty
	Company, Inc.	1,000	common	1





Section 2. ConditionsThe
effectiveness of this First Amendment is expressly conditioned upon receipt by Pledgee of
one or more copies of this First Amendment executed by the Pledgor. 




Section 3.  Release 



     	(a) 	 	
          The Pledgee shall deliver to the Pledgor all certificates (or, in the event that
          such certificates have been lost, stolen or destroyed, an affidavit of that
          fact) evidencing the Pledged Collateral solely with respect to Westbridge
          Printing Services, Inc. (the “WPS Collateral”). 



          



     	(b) 	 	
          The Pledgee shall execute and deliver such additional documents as may be
          necessary to evidence the release of any obligations of Pledgor solely with
          respect to the WPS Collateral. 



          



     	(c) 	 	
          The Pledgor is hereby released and discharged from its obligations under the
          Pledge Agreement with respect to the WPS Collateral. 



          



     	(d) 	 	
          Solely with respect to the WPS Collateral, the Pledgor hereby forever releases
          the Pledgee from all claims it may have against the Pledgee arising out of the
          Pledge Agreement and acknowledges that the Pledgee has no further obligations or
          liabilities owing to the Pledgor. 



          



Section 4. Ratification.
Except as modified above, all other terms and provisions of the Pledge Agreement, and any
other related agreements shall continue in full force and effect and are hereby ratified
and confirmed by the Pledgor and the Pledgee. 



Section 5.  Binding Effect.
This First Amendment shall be binding upon the Pledgor and its successors and assigns and
inure to the benefit of Pledgee and its successors and assigns. 



Section 6.  Entire Agreement.
This First Amendment contains the entire agreement between the parties relating to the
subject matter hereof and supercedes all oral statements and prior writings with respect
thereto. 



Section 7.  Counterparts. This
First Amendment may be executed in multiple counterparts, all of which taken together
shall constitute one instrument. 



Section 8.  Governing Law. THIS
FIRST AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF THE LAWS PRINCIPLES
THEREOF. 



IN WITNESS THEREOF, the parties
hereto have caused this First Amendment to be duly executed and delivered as of the day
and year first above written. 




PLEDGOR: 




ASCENT ASSURANCE, INC. 




By /Cynthia B. Koenig/ 
Name: Cynthia B. Koenig
Title: SVP, CFO & Treasurer




PLEDGEE: 




CREDIT SUISSE FIRST
BOSTON MANAGEMENT LLC 




By /Alan Freudenstein/ 
Name: Alan Freudenstein
Title: President