EXHIBIT 10(a)

                              ENDORSEMENT NO. 2

                                    to the

                              GUARANTY AGREEMENT
                           Effective:  July 1, 1996

                                 provided by

                         DORINCO REINSURANCE COMPANY
                                 in favor of
                STATE AND COUNTY MUTUAL FIRE INSURANCE COMPANY
                 as respects business produced and managed by
                 AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS
                              or its subsidiary
                    AMERICAN HALLMARK GENERAL AGENCY, INC.

 IT IS  HEREBY AGREED,  effective  July 1,  2000,  that the  fifth,  seventh,
 eleventh and nineteenth paragraphs under PREAMBLE (as amended by Endorsement
 No. 1) shall be deleted and the following substituted therefor:

           "DORINCO has entered  into a Quota  Share Retrocession  Agreement,
      effective  July 1,   1996,   with  AMERICAN   HALLMARK   ('Retrocession
      Agreement'), pursuant  to which  AMERICAN  HALLMARK has  retroceded  to
      DORINCO  a  25%  share  of  the  Interest  and  Liabilities  under  the
      Reinsurance Agreement.  As respects subject business of the REINSURANCE
      AGREEMENT written or renewed on or after July 1, 1997, and before  July
      1, 2000, AMERICAN HALLMARK will retrocede to DORINCO a 50% share of the
      Interest and Liabilities under the Reinsurance Agreement.  As  respects
      subject business of the REINSURANCE AGREEMENT written or renewed on  or
      after July 1, 2000, AMERICAN HALLMARK will retrocede to DORINCO a  100%
      share of the Interest and Liabilities under the Reinsurance Agreement.

      NOW, THEREFORE, DORINCO hereby agrees, as respects subject business  of
      the REINSURANCE AGREEMENT written or renewed on or after July 1,  2000,
      to guarantee a 100% share of  the full and complete performance of  all
      terms,  conditions and covenants  by:  (a)  AMERICAN HALLMARK under the
      REINSURANCE  AGREEMENT  (Exhibit 'A');  (b) GENERAL  AGENCY  under  the
      GENERAL AGENCY AGREEMENT (Exhibit 'B'); and (c) AMERICAN HALLMARK under
      the  ADMINISTRATIVE  SERVICES AGREEMENT  (Exhibit 'C').  This  GUARANTY
      constitutes consideration by  DORINCO to  STATE AND  COUNTY MUTUAL  for
      entering into the subject agreements with AMERICAN HALLMARK and GENERAL
      AGENCY.

      If, by  action of  a  state insurance  regulatory  agency or  court  of
      competent jurisdiction, AMERICAN HALLMARK is  found to be insolvent  or
      is placed in supervision, conservation, receivership, rehabilitation or
      liquidation, or has  a receiver, supervisor  or conservator  appointed,
      then DORINCO shall fully assume 100% of AMERICAN HALLMARK's obligations
      owed to STATE AND COUNTY MUTUAL under the subject agreements, including
      but not limited to making all  payments that were required of  AMERICAN
      HALLMARK under the subject agreements.   STATE AND COUNTY MUTUAL  shall
      assign to  DORINCO its  right to  recover  from AMERICAN  HALLMARK  any
      claims payments or other payments made  by DORINCO to STATE AND  COUNTY
      MUTUAL by reason of  AMERICAN HALLMARK being found  to be insolvent  or
      placed in  supervision,  conservation receivership,  rehabilitation  or
      liquidation.   Notwithstanding  DORINCO's  agreement  to  fully  assume
      AMERICAN HALLMARK's obligations,  if AMERICAN  HALLMARK is found to  be
      insolvent or  is  placed in  supervision,  conservation,  receivership,
      rehabilitation or liquidation,  STATE AND  COUNTY  MUTUAL shall not  be
      required to pay to DORINCO any amounts paid by STATE AND COUNTY  MUTUAL
      to AMERICAN HALLMARK  as of  that date  and/or which  STATE AND  COUNTY
      MUTUAL is required to pay in the future to AMERICAN HALLMARK and/or its
      supervisor, conservator, rehabilitator or liquidator.

      In the event that either (i) the Texas Department of Insurance requires
      cancellation or disallows credit for reinsurance under the  REINSURANCE
      AGREEMENT or (ii) DORINCO's A.M. Best rating at any time is lower  than
      A-,  DORINCO  will  immediately  secure  100%  of  AMERICAN  HALLMARK's
      obligations  under  the  REINSURANCE  AGREEMENT  via  a  security  fund
      agreement to be executed by DORINCO and STATE AND COUNTY MUTUAL,  which
      security fund  agreement shall  be in  form and  content acceptable  to
      STATE AND COUNTY MUTUAL."

 The provisions of this Agreement shall remain otherwise unchanged.

 IN WITNESS WHEREOF, the parties hereto  by their respective duly  authorized
 representatives have executed this Endorsement as  of the dates first  above
 mentioned.

                               DORINCO REINSURANCE COMPANY

 Attest:                       By:  __________________________________

                               Title:  ________________________________

                               Date:  ________________________________

                               AMERICAN HALLMARK INSURANCE
                               COMPANY OF TEXAS

 Attest:                       By:  __________________________________

                               Title:  ________________________________

                               Date:  ________________________________

                               AMERICAN HALLMARK GENERAL
                               AGENCY, INC.

 Attest:                       By:  __________________________________

                               Title:  ________________________________

                               Date:  ________________________________