Exhibit 10.13(16)

                                 ADDENDUM NO. 3

                                       TO

                        QUOTA SHARE REINSURANCE AGREEMENT
                           EFFECTIVE JANUARY 1ST 2000

                                     BETWEEN

                 SUPERIOR INSURANCE COMPANY AND ITS WHOLLY-OWNED
                              INSURANCE SUBSIDARIES
                         (HEREAFTER CALLED THE "COMPANY"

                                       AND

                    NATIONAL UNION FIRE INSURANCE COMPANY OF
                                 PITTSBURGH, PA.
                       (HEREAFTER CALLED THE "REINSURER")


It  is  understood  and  agreed  that  effective January 1st, 2002 the following
articles  are  amended  to  read  as  follows:

               ARTICLE II                    TERM AND TERMINATION
               ----------                    --------------------

The agreement commences at 12:01 a.m. Eastern Standard Time, January 1, 2000 and
shall remain in force until 11:59 p.m. Eastern Standard time, December 31, 2002.
Either  party  may  terminate effective on the first day of any calendar quarter
with 60 days advance written notice.  The Reinsurer shall remain liable for loss
under  reinsured  policies  effective  prior  to  the  termination  date.

             ARTICLE IV                    QUOTA SHARE PARTICIPATION
             ----------                    -------------------------

The  aggregate  quota  share  cession  shall be at the option of the Company and
subject  to  a  maximum of 70%.  However, the maximum cession will be limited to
$80,000,000  of  new  written  premium  (ie.not  including in-force cession from
December  31st,  2001)  for  the calendar year 2002.  In the event this produces
more than $80,000,000 for the calendar year, the dollar amount of cessions shall
be  reduced  to  $80,000,000 plus the cession of in-force business from December
31st,  2001. The average quota share percent applicable for the Company shall be
the  ratio  of  the adjusted dollar cession to the gross subject written premium
for  the  Company  for  that  year.  Each  quarter shall be adjusted by an equal
pro-rata  percent  to  produce the dollar cession applicable.  This limit can be
increased by mutual agreement between the Reinsurer and the Company. The Company
shall  notify the Reinsurer prior to the last day of the calendar quarter of the
quota  share  percent  for  that quarter.   That percent shall also apply to the
in-force  business  at  the  beginning  of  the  quarter.  It is agreed that the
cession  for any one quarter, including the change in in-force, shall not exceed
35%  of  the  total  cession  for  the calendar year.  In the event the declared
percent cession for a calendar quarter produces premiums in excess of 35% of the
premium  ceded  for  the  calendar  year  the cessions for that quarter shall be
adjusted  to the dollar amount that would equal 35% of the premium ceded for the
year.

<PAGE>
The  Reinsurer's  liability  for  aggregate  losses,  including  allocated  loss
adjustment  expenses  (and
unallocated  loss  adjustment  expenses  where  applicable  under  REPORTS  AND
ACOCUNTING),
shall  be  limited  to 97% of earned premium ceded for all business from January
1st,  2002  to  the  calculation  date.


              ARTICLE VI                    PREMIUM AND COMMISSION
              ----------                    ----------------------

For  business  effective  prior to 2002, however, excluding business in-force on
December  31st,  2001:

The  Company  will  pay  the  Reinsurer a premium equal to the pro rata share of
premium  applicable
on  all  policies  ceded and the Reinsurer shall allow the company a minimum and
provisional
ceding  commission of 18% on such premium.  The ceding commission slides 1 for 1
for  each  1.0%  decrease  in  the  Loss  Ratio below 79% up to a maximum ceding
commission  of  31% at a 66% loss ratio.  This calculation shall be from January
1st,  2001  to  date  for  all business ceded effective in all calendar quarters
including  the  in-force  business  from  December  31st,  2000.

For  business  in-force on December 31st, 2001 and with effective dates in 2002:

The  Company  will  pay  the  Reinsurer a premium equal to the pro rata share of
premium  applicable on all policies ceded.  This would be the sum of new written
premiums  in  the  quarter plus or minus the change in unearned premium ceded at
the  beginning  of  the  quarter as the result of a change in the percent ceded.
The  Reinsurer  shall  allow  the  company  a  minimum  and  provisional  ceding
commission  of  18%  on  such premium.  The ceding commission slides 1 for 1 for
each  1.0%  decrease  in  the  Loss  Ratio  below 78.625% up to a maximum ceding
commission  of  31%  at  a  65.625  loss  ratio.  This calculation shall be from
January  1st,  2002 to date of calculation.  The first payment, if any, shall be
made  within  75  days of March 31st 2003.  Subsequent payments due either party
shall be made within 75 days of March 31st of all years subsequent to 2003 until
all  liabilities  are  finalized.

                     ARTICLE VIII               DEFINITIONS
                     ------------               -----------

Loss  Ratio shall mean losses paid and outstanding, including IBNR and allocated
loss  adjustment  expenses  with  dates  of loss in the period being calculated,
divided  by  earned  premium  for  the  period  being  calculated.

Premium  shall  mean  the  premium  charged  the insured, net of return premium,
however,  uncollectable  premium  shall  not  be  deemed  a  return  premium.

Allocated  loss  adjustment  expenses  shall  be  as  defined  under  statutory
accounting  practices.

Unallocated  loss  adjustment  expenses  shall  be  as  defined  under statutory
accounting  practices.

For  business  effective  prior to 2002, however, excluding business in-force on
December  31st,  2001:

Funds  withheld  balance  shall  mean:

     Previous  Funds  Withheld  Balance,  plus
     97%  of  ceded  written  premium,  minus
ceding  commission,  minus
ceded  paid  losses  (including  allocated  loss  adjustment  expenses),  minus
ceded  paid  unallocated  loss  adjustment  expenses,  if  applicable.

For  business  in-force on December 31st, 2001 and with effective dates in 2002:

Loss  fund  shall  mean  paid  losses  from  the end of the prior quarter to the
settlement  date.  If  that amount is not available for a partial month it shall
be  deemed  to  be  pro-rata  of  the  previous  month.

Average  Daily  Cash  Balance  shall  mean

          Cash  payments  received  by  the  Reinsurer,  minus
          Cash  payments  paid  by  the  Reinsurer,  minus
          3.375%  of  the  total  premiums  reported.


              ARTICLE IX                    REPORTS AND ACCOUNTING
              ----------                    ----------------------

For  business  effective  prior to 2002, however, excluding business in-force on
December  31st,  2001:

Within 45 days after the end of each calendar quarter, the company shall furnish
an  account  statement to the Reinsurer, for their share on the Business Covered
including  the  following:

     1.  Written  premiums-credit

     2.  Commission-debit

     3.  Net  losses  (including allocated loss adjustment expenses) paid by the
company  -  debit

4.  Reserve  for  outstanding  losses  including  incurred  but  not  reported
(including  allocated  loss  adjustment  expenses).

5.  Unearned  Premium

In  the  event the loss ratio is in excess of 85%, the Reinsurer shall be liable
for  unallocated loss adjustment expenses equal to 1% of earned premium for each
Loss  Ratio  point  in  excess  of  85%,  however, not in excess of 6% of earned
premium.  When applicable, the coverage for unallocated loss adjustment expenses
shall  be  included in the maximum limit of 97% of earned premium ceded referred
to  in  QUOTA  SHARE  PARTICIPATION AND LIMIT.  The forgoing shall be a combined
account  for  all  business effective in all calendar quarters plus the in-force
business.  The Company shall report this information separately for all business
effective  in  each  calendar  quarter  plus a report for the in-force business.

The  Company  will pay the Reinsurer 3% of the premium with the balance, if any,
being  held  in  a  Funds  Withheld  Balance  for  subsequent payment of losses,
commission  adjustments  and  return premiums.  Amounts due the Company shall be
withdrawn  from  the Funds Withheld Balance and if the Funds Withheld Balance is
negative,  the  Reinsurer  shall  pay  the  amount  due.

For  all  business  in-force  on  December  31st,  2001  and  effective in 2002:

Within 75 days after the end of each calendar quarter, the company shall furnish
an  account  statement to the Reinsurer, for their share on the Business Covered
including  the  following:

1.  New  written  premiums-credit
     Change  in  unearned  premium  cession  -  credit  or  debit
  (First  quarter  only:  total  unearned  premium  on  December  31st,  2001.)
Total  written  premium

     2.  Commission-debit

     3.  Net  losses  (including allocated loss adjustment expenses) paid by the
Company-debit

     4.  Change  in  Loss  Fund-credit  or  debit

5.  Reserve  for  outstanding  losses  including  incurred  but  not  reported
(including  allocated  loss  adjustment          expenses).

6.  Unearned  Premium

In  the  event the Loss Ratio is in excess of 85%, the Reinsurer shall be liable
for  unallocated loss adjustment expenses equal to 1% of earned premium for each
Loss  Ratio  point  in  excess  of  85%,  however, not in excess of 6% of earned
premium.  When applicable, the coverage for unallocated loss adjustment expenses
shall  be  included in the maximum limit of 97% of earned premium ceded referred
to  in  QUOTA  SHARE  PARTICIPATION  AND  LIMIT.

The  forgoing shall be a combined account for all business ceded in all calendar
quarters.  The  Company shall provide a separate report for paid and outstanding
losses  for  each  accident  quarter  (ie.  all  losses  with dates of loss in a
calendar  quarter).

The  Company  shall  pay  any  credit  balance  with the account statement.  The
Reinsurer  shall  pay any debit balance within 30 days of receipt of the account
statement.

It  is  understood  and  agreed  that  effective January 1st, 2002 the following
article  is  added  to  this  agreement.

                 ARTICLE VI-A               INVESTMENT ALLOWANCE
                 ------------               --------------------

For  business  in-force  on December 31st 2001 and with effective dates in 2002:

The  Reinsurer  will  calculate  notional investment income annually and pay the
Company  within  75  days  of  March  31  of  the subsequent calendar year.  The
investment  income  shall  equal  the  product  of  the average of the 1 year US
Treasury  bill  rate times the Average Daily Cash Balance for the calendar year.
The  average  US Treasury bill rate shall be the average of the rate on the last
business  day of each calendar quarter for the year applicable.  Notwithstanding
the  foregoing  no  payment  is  due in the event the loss ratio is in excess of
78.625%.

IN  WITNESS  WHEREOF:  the  parties  hereto  have  caused  this  Agreement to be
executed  by  their  authorized  representative:


In:________________________________this_______day  of_________________2002

     SUPERIOR  INSURANCE  COMPANY  AND  ITS  WHOLLY-OWNED
               INSURANCE  SUBSIDIARIES


By:________________________________Title:____________________________




And  in:_____________________________this______day  of___________________2002


     NATIONAL  UNION  FIRE  INSURANCE  COMPANY  OF  PITTSBURGH,  PA.


             By:________________________________Title:______________