EXHIBIT 10 (a)


                    AUTOMOBILE PHYSICAL DAMAGE CATASTROPHE
                     EXCESS OF LOSS REINSURANCE CONTRACT
                           Effective: July 1, 1999

                                  issued to

                 AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS
                                Dallas, Texas



                       JOHN B. COLLINS ASSOCIATES, INC.

                           8300 Norman Center Drive

                         Minneapolis, Minnesota 55437




<PAGE>

                                   CONTENTS



 ARTICLE                                                     PAGE
 -------                                                     ----

 I              CLASSES OF BUSINESS REINSURED                  1

 II             TERM                                           1

 III            TERRITORY                                      2

 IV             EXCLUSIONS                                     2

 V              RETENTION AND LIMIT                            3

 VI             DEFINITIONS                                    3

 VII            LOSS NOTICES AND SETTLEMENTS                   5

 VIII           SALVAGE AND SUBROGATION                        5

 IX             PREMIUM                                        6

 X              OFFSET                                         6

 XI             ACCESS TO RECORDS                              6

 XII            NET RETAINED LIABILITY                         6

 XIII           ERRORS AND OMISSIONS                           7

 XIV            SERVICE OF SUIT                                7

 XV             INSOLVENCY                                     8

 XVI            ARBITRATION                                    8

 XVII           ENTIRE CONTRACT                                9

 XVIII          WARRANTY                                      10

 XIX            INTERMEDIARY                                  10

<PAGE>

            AUTOMOBILE PHYSICAL DAMAGE CATASTROPHE EXCESS OF LOSS
                             REINSURANCE CONTRACT

                                  issued to

                 AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS
                                Dallas, Texas
                  (hereinafter referred to as the "Company")

                                     and

                          GE REINSURANCE CORPORATION
                            Lincolnshire, Illinois
                 (hereinafter referred to as the "Reinsurer")


<PAGE>

 ARTICLE I - CLASSES OF BUSINESS REINSURED

 By this Contract the Reinsurer agrees to reinsure the excess liability which
 may accrue  to the  Company under  its policies,  contracts and  binders  of
 insurance (hereinafter called  "policies") in  force at  the effective  date
 hereof or issued or  renewed on or  after that date,  and classified by  the
 Company as Private Passenger Automobile  Physical Damage Business in  force,
 written or renewed  by or through  American Hallmark  General Agency,  Inc.,
 Dallas, Texas, Vaughn General Agency, Inc., Tyler, Texas, Associated General
 Agency, Inc., Arlington, Texas, Van  Wagoner Companies, Inc., Plano,  Texas,
 or Harold Loving d/b/a Texas Insurance Facilities, Tyler, Texas, for and  on
 behalf of  State  and County  Mutual  Insurance Company,  Ft.  Worth,  Texas
 (hereinafter called the  "Issuing Carrier") and  assumed by  the Company  as
 reinsurance from  the Issuing  Carrier under  Agreements titled  100%  Quota
 Share  Reinsurance  Agreement,   subject  to  the   terms,  conditions   and
 limitations hereinafter set forth.

 ARTICLE II - TERM

 A.   This Contract shall become effective on  July 1, 1999, with respect  to
      losses arising  out of  loss occurrences  commencing on  or after  that
      date, and  shall  remain  in  force  until  June 30,  2000,  both  days
      inclusive.

 B.   If this Contract expires while a  loss occurrence covered hereunder  is
      in progress, the Reinsurer's liability hereunder shall, subject to  the
      other terms and conditions  of this Contract, be  determined as if  the
      entire loss occurrence  had occurred prior  to the  expiration of  this
      Contract, provided  that no  part of  such loss  occurrence is  claimed
      against any renewal or replacement of this Contract.

 ARTICLE III - TERRITORY

 The liability of  the Reinsurer shall  be limited to  losses under  policies
 covering property located  within the  territorial limits  of the  Company's
 original reinsurance contracts.

 ARTICLE IV - EXCLUSIONS

 This Contract does not apply to and specifically excludes the following:
      1.   Liability as  a  member,  subscriber or  reinsurer  of  any  Pool,
           Syndicate or  Association;  and  any combination  of  insurers  or
           reinsurers formed  for the  purpose of  covering specific  perils,
           specific classes of business or for the purpose of insuring  risks
           located in specific geographical  areas; but this exclusion  shall
           not apply to  FAIR Plans,  Joint Underwriting  Associations or  to
           Coastal Pools, Beach Plans or similar  plans, however styled.   It
           is understood and agreed, however, that this reinsurance does  not
           include any increase  in liability to  the Company resulting  from
           (a) the inability of any other  participant in a FAIR Plan,  Joint
           Underwriting Association, Coastal Pool, Beach Plan or similar plan
           to meet its liability, or (b) any claim against such a FAIR  Plan,
           Joint  Underwriting  Association,  Coastal  Pool,  Beach  Plan  or
           similar plan, or any  participant therein, including the  Company,
           whether by  way of  subrogation or  otherwise,  brought by  or  on
           behalf of any insolvency fund.
<PAGE>
      2.   Nuclear risks as defined in the "Nuclear Incident Exclusion Clause
           - Physical Damage - Reinsurance (U.S.A.)" attached to and  forming
           part of this Contract.

      3.   Loss  or  damage  caused  by  or  resulting  from  war,  invasion,
           hostilities,  acts  of  foreign  enemies,  civil  war,  rebellion,
           insurrection,  military  or  usurped  power,  or  martial  law  or
           confiscation by order of any  government or public authority,  but
           this exclusion shall not apply to  loss or damage covered under  a
           standard policy with a standard War Exclusion Clause.

      4.   Financial guarantee and insolvency.

      5.   Loss or damage or  costs or expenses  arising from seepage  and/or
           pollution and/or  contamination,  other  than  contamination  from
           smoke damage.  Nevertheless, this exclusion does not preclude  any
           payment of the cost of the removal of debris of property damage by
           a loss otherwise covered hereunder, but subject always to a  limit
           of 25% of the Company's Property Business loss under the  original
           policy.

 ARTICLE V - RETENTION AND LIMIT

 The Company  will aggregate  the full  amount of  loss each  and every  loss
 occurrence which is in  excess of $25,000 (sustained  by the Company  during
 the term of this Contract), and the Reinsurer shall then be liable for  100%
 of the ultimate net loss for such aggregate loss over and above an aggregate
 loss of $75,000, but the Reinsurer will not be liable for more than $100,000
 during the term of this Contract.

 ARTICLE VI - DEFINITIONS

 A.   "Ultimate net  loss" as  used herein  is  defined as  the sum  or  sums
      (including  extra  contractual  obligations,  interest  on   judgments,
      litigation expenses  and all  other  loss adjustment  expenses,  except
      office expenses and salaries of  the Company's regular employees)  paid
      or payable by the Company in  settlement of claims and in  satisfaction
      of judgments rendered on account of such claims, after deduction of all
      salvage,  all  recoveries  and  all  claims  on  inuring  insurance  or
      reinsurance, whether  collectible  or not.    Nothing herein  shall  be
      construed to mean that losses under  this Contract are not  recoverable
      until the Company's ultimate net loss has been ascertained.

 B.   "Extra contractual obligations" as  used herein shall  mean 90% of  any
      punitive, exemplary,  compensatory  or consequential  damages  paid  or
      payable by the  Company as  a result  of an  action against  it by  its
      insured or its insured's assignee,  which action alleges negligence  or
      bad faith on the part of the Company in handling a claim under a policy
      subject to this  Contract.  An  extra contractual  obligation shall  be
      deemed to have occurred on the same date as the loss covered or alleged
      to be covered  under the  Company's policy.   Notwithstanding  anything
      stated herein, this Contract shall not  apply to any extra  contractual
      obligation incurred by the Company as a result of any fraudulent and/or
      criminal  act  by  any  officer  or  director  of  the  Company  acting
      individually or collectively  or in  collusion with  any individual  or
      corporation  or  any  other  organization  or  party  involved  in  the
      presentation, defense or settlement of any claim covered hereunder.
<PAGE>
 C.   The term "loss occurrence" shall mean the sum of all individual  losses
      directly occasioned by any one disaster, accident or loss or series  of
      disasters, accidents or losses  arising out of  one event which  occurs
      within the area of one state of the United States and states contiguous
      thereto and to one another. However, the duration and extent of any one
      "loss occurrence" shall be limited  to all individual losses  sustained
      by the Company  occurring during any  period of  168 consecutive  hours
      arising out of and directly occasioned  by the same event, except  that
      the term "loss occurrence" shall be further defined as follows:

      1.   As regards  windstorm,  hail,  tornado, hurricane  and    cyclone,
           including ensuing collapse and water damage, all individual losses
           sustained by  the  Company  occurring  during  any  period  of  72
           consecutive hours arising  out of and  directly occasioned by  the
           same event.  However, the event  need not be limited to one  state
           or states contiguous thereto.

      2.   As  regards  riot,  riot  attending  a  strike,  civil  commotion,
           vandalism and malicious mischief, all individual losses  sustained
           by the Company occurring during any period of 72 consecutive hours
           within  the  area   of  one   municipality  or   county  and   the
           municipalities or counties contiguous  thereto arising out of  and
           directly occasioned by the same event.  The maximum duration of 72
           consecutive hours may be extended in respect of individual  losses
           which occur beyond such 72 consecutive hours during the  continued
           occupation of  an assured's  premises by  strikers, provided  such
           occupation commenced during the aforesaid period.

      3.   As regards earthquake (the epicenter of which need not necessarily
           be within the  territorial confines  referred to  above) and  fire
           following  directly  occasioned  by  the  earthquake,  only  those
           individual fire losses  which commence  during the  period of  168
           consecutive  hours  may  be   included  in  the  Company's   "loss
           occurrence."

      4.   As regards "freeze," only individual losses directly occasioned by
           collapse, breakage of glass and  water damage (caused by  bursting
           frozen pipes and  tanks) may be  included in  the Company's  "loss
           occurrence."

      For all "loss  occurrences" the Company  may choose the  date and  time
      when any such period of consecutive  hours commences, provided that  it
      is not earlier than the  date and time of  the occurrence of the  first
      recorded individual loss sustained by the  Company arising out of  that
      disaster, accident or loss, and provided  that only one such period  of
      168 consecutive hours shall apply with respect to one event except  for
      any "loss  occurrences" referred  to in  subparagraphs 1  and 2  above,
      where only one such period of 72 hours shall apply with respect to  one
      event, regardless of the duration of the event.
      No individual losses occasioned by an event that would be covered by 72
      hours clauses may be  included in any  "loss occurrence" claimed  under
      the 168 hours provision.
<PAGE>
 ARTICLE VII - LOSS NOTICES AND SETTLEMENTS

 A.   The Company shall notify the Reinsurer  whenever a loss is reserved  by
      the Company for an amount greater than its retention and/or whenever  a
      claim appears likely  to result  in a loss  under this  Contract.   The
      Reinsurer shall have the right to  participate, at its own expense,  in
      the defense or  control of any  claim or suit  or proceeding  involving
      this reinsurance.

 B.   All loss settlements made by the Company, provided they are within  the
      terms of this Contract,  shall be binding upon  the Reinsurer, and  the
      Reinsurer agrees to  pay all amounts  for which it  may be liable  upon
      receipt of reasonable evidence of the  amount paid (or scheduled to  be
      paid) by the Company.

 ARTICLE VIII - SALVAGE AND SUBROGATION

 The Reinsurer shall be credited  with salvage (i.e., reimbursement  obtained
 or recovery made by the Company, less the actual cost, excluding salaries of
 officials and  employees  of the  Company  and  sums paid  to  attorneys  as
 retainer, of  obtaining  such  reimbursement or  making  such  recovery)  on
 account of claims and settlements involving reinsurance hereunder.   Salvage
 thereon shall always be used to reimburse the excess carriers in the reverse
 order of their priority according to  their participation before being  used
 in any way  to reimburse  the Company  for its  primary loss.   The  Company
 hereby agrees to enforce  its rights to salvage  or subrogation relating  to
 any loss,  a part  of which  loss was  sustained by  the Reinsurer,  and  to
 prosecute all claims arising out of such rights.

 ARTICLE IX - PREMIUM

 A.   As premium for the reinsurance coverage provided by this Contract,  the
      Company shall pay the Reinsurer the greater of $15,500 or 1.10% of  its
      net earned premium for the term of this Contract.

 B.   The Company  shall  pay the  Reinsurer  an annual  deposit  premium  of
      $19,000 in four equal installments of $4,750 on July 1 and October 1 of
      1999, and January 1 and April 1 of 2000.

 C.   Within 60  days after  the date  of expiration  of this  Contract,  the
      Company shall  provide a  report to  the  Reinsurer setting  forth  the
      premium due hereunder, computed in accordance with paragraph A, and any
      additional premium due the Reinsurer or return premium due the  Company
      shall be remitted promptly.

 D.   "Net earned premium" as used herein is defined as gross earned  premium
      of the Company for  the classes of  business reinsured hereunder,  less
      the earned portion  of premiums ceded  by the  Company for  reinsurance
      which inures to the benefit of this Contract.

 ARTICLE X - OFFSET

 The Company or the Reinsurer  shall have, and may  exercise at any time  and
 from time to time, the right to  offset any balance or balances, whether  on
 account of premiums or on account of losses or otherwise, due from one party
 to the other under the terms of this Contract.  However, in the event of the
 insolvency of any party hereto, offset  shall only be allowed in  accordance
 with applicable law.
<PAGE>
 ARTICLE XI - ACCESS TO RECORDS

 The Reinsurer, by its duly appointed  representatives, shall have the  right
 at any reasonable time  to examine all records  of the Company referring  to
 business effected hereunder.

 ARTICLE XII - NET RETAINED LIABILITY

 This Contract shall apply only to that portion of any insurance the  Company
 retains net  for its  own  account (prior  to  deduction of  any  underlying
 reinsurance specifically permitted in this Contract), and in calculating the
 amount of any loss hereunder and the amount in excess of which this Contract
 attaches, only loss or losses with respect to that portion of any  insurance
 the Company  retains net  for its  own account  shall be  included.   It  is
 understood and  agreed, however,  that the  Reinsurer's liability  hereunder
 with respect to any loss or losses shall  not be increased by reason of  the
 inability of  the Company  to collect  from  any other  reinsurers,  whether
 specific or general, any  amounts which may be  due from them, whether  such
 inability arises from the insolvency of such other reinsurers or otherwise.

 ARTICLE XIII - ERRORS AND OMISSIONS

 Inadvertent delays,  errors  or  omissions  made  in  connection  with  this
 Contract or any transaction  hereunder shall not  relieve either party  from
 any liability which would  have attached had such  delay, error or  omission
 not occurred, provided always that such error or omission will be  rectified
 as soon as possible after discovery.

 ARTICLE XIV - SERVICE OF SUIT (Applicable if the Reinsurer is not  domiciled
 in the United  States of  America, and/or is  not authorized  in any  State,
 Territory or District of the United  States where authorization is  required
 by insurance regulatory authorities)

 A.   It is agreed that in  the event the Reinsurer  fails to pay any  amount
      claimed to  be due  hereunder, the  Reinsurer, at  the request  of  the
      Company, will  submit to  the jurisdiction  of any  court of  competent
      jurisdiction within  the  United  States.    Nothing  in  this  Article
      constitutes or  should be  understood to  constitute  a waiver  of  the
      Reinsurer's rights  to commence  an action  in any  court of  competent
      jurisdiction in the  United States,  to remove  an action  to a  United
      States District Court, or to seek a transfer of a case to another court
      as permitted by the laws of  the United States or  of any state in  the
      United States.

 B.   Further, pursuant to any statute of any state, territory or district of
      the United States which makes provision therefor, the Reinsurer  hereby
      designates the Superintendent, Commissioner or Director of Insurance or
      other officer  specified  for  that purpose  in  the  statute,  or  his
      successor or successors in office, as its true and lawful attorney upon
      whom may be served any lawful process in any action, suit or proceeding
      instituted by or on behalf of the Company or any beneficiary  hereunder
      arising out of this Contract.
<PAGE>
 ARTICLE XV - INSOLVENCY

 A.   In  the  event  of  the  insolvency  of  the  reinsured  Company,  this
      reinsurance shall  be  payable  directly  to  the  Company  or  to  its
      liquidator, receiver,  conservator or  statutory successor  immediately
      upon demand, with reasonable provision  for verification, on the  basis
      of the  liability of  the Company  without  diminution because  of  the
      insolvency  of  the  Company  or  because  the  liquidator,   receiver,
      conservator or statutory successor of the Company has failed to pay all
      or a portion of any claim.  It is agreed, however, that the liquidator,
      receiver, conservator or statutory successor of the Company shall  give
      written notice to the Reinsurer of the pendency of a claim against  the
      Company indicating  the  policy or  bond  reinsured which  claim  would
      involve a possible  liability on  the part  of the  Reinsurer within  a
      reasonable time  after  such claim  is  filed in  the  conservation  or
      liquidation proceeding  or in  the receivership,  and that  during  the
      pendency of such claim,  the Reinsurer may  investigate such claim  and
      interpose, at its own expense, in the proceeding where such claim is to
      be adjudicated, any defense or defenses  that it may deem available  to
      the Company  or  its  liquidator, receiver,  conservator  or  statutory
      successor.   The  expense  thus incurred  by  the  Reinsurer  shall  be
      chargeable, subject to the approval of  the Court, against the  Company
      as part of the expense of conservation or liquidation to the extent  of
      a pro rata share of the benefit which may accrue to the Company  solely
      as a result of the defense undertaken by the Reinsurer.

 B.   It is  further  understood  and  agreed  that,  in  the  event  of  the
      insolvency  of  the  reinsured  Company,  the  reinsurance  under  this
      Contract shall be payable directly by  the Reinsurer to the Company  or
      to its liquidator, receiver or  statutory successor, except as provided
      by Section 4118(a) of  the New York Insurance  Law or except (a)  where
      this Contract specifically provides  another payee of such  reinsurance
      in the event of  the insolvency of the  Company and      (b) where  the
      Reinsurer with  the  consent of  the  direct insured  or  insureds  has
      assumed such policy obligations of the Company as direct obligations of
      the Reinsurer to the payees under such policies and in substitution for
      the obligations of the Company to such payees.

 ARTICLE XVI - ARBITRATION

 A.   As a condition precedent to any right of action hereunder, in the event
      of any dispute or difference of opinion hereafter arising with  respect
      to this Contract,  it is hereby  mutually agreed that  such dispute  or
      difference of opinion shall be submitted  to arbitration.  One  Arbiter
      shall be chosen  by the  Company, the other  by the  Reinsurer, and  an
      Umpire shall  be chosen  by the  two Arbiters  before they  enter  upon
      arbitration, all  of  whom shall  be  active or  retired  disinterested
      executive  officers  of insurance or  reinsurance companies or  Lloyd's
      London Underwriters.   In the event  that either party  should fail  to
      choose an Arbiter  within 30 days following  a written  request by  the
      other party to do so, the requesting party may choose two Arbiters  who
      shall in turn choose  an Umpire before entering  upon arbitration.   If
      the two Arbiters fail to agree  upon the selection of an Umpire  within
      30 days following their appointment, each Arbiter shall nominate  three
      candidates within  10 days  thereafter, two  of  whom the  other  shall
      decline, and the decision shall be made by drawing lots.
<PAGE>
 B.   Each party  shall  present its  case  to the  Arbiters  within  30 days
      following the date of  appointment of the Umpire.   The Arbiters  shall
      consider this Contract as an honorable engagement rather than merely as
      a legal obligation and  they are relieved  of all judicial  formalities
      and may abstain from following the  strict rules of law.  The  decision
      of the Arbiters shall be final and binding on both parties; but failing
      to agree,  they  shall call  in  the Umpire  and  the decision  of  the
      majority shall be final and binding  upon both parties.  Judgment  upon
      the final  decision of  the Arbiters  may be  entered in  any court  of
      competent jurisdiction.

 C.   Each party shall bear the expense of its own Arbiter, and shall jointly
      and equally bear with the  other the expense of  the Umpire and of  the
      arbitration.  In  the event  that the two  Arbiters are  chosen by  one
      party, as above provided, the expense  of the Arbiters, the Umpire  and
      the arbitration shall be equally divided between the two parties.

 D.   Any arbitration proceedings  shall take  place at  a location  mutually
      agreed upon by the  parties to this  Contract, but notwithstanding  the
      location of the arbitration, all  proceedings pursuant hereto shall  be
      governed by the law of the state in which the Company has its principal
      office.

 ARTICLE XVII - ENTIRE CONTRACT

 A.   This Contract constitutes the entire agreement between the parties with
      respect  to  the   business  reinsured   hereunder.     There  are   no
      understandings between  the parties  other than  as expressed  in  this
      Contract.

 B.   Any change to or modification of  this Contract shall be null and  void
      unless made by an addendum signed by both parties.

 ARTICLE XVIII - WARRANTY

 This Contract shall not  apply unless the Company's  ultimate net loss in  a
 loss occurrence includes claims  payable in respect of  three or more  risks
 insured by the Issuing Carrier.

 ARTICLE XIX - INTERMEDIARY

 John B. Collins Associates,  Inc. is hereby  recognized as the  intermediary
 negotiating this Contract.  All communications (including but not limited to
 notices, statements, premiums, return premiums, commissions, taxes,  losses,
 loss adjustment  expenses, salvage  and  loss settlements)  relating  hereto
 shall be  transmitted to  the  Company and  the  Reinsurer through  John  B.
 Collins Associates, Inc., 8300  Norman Center Drive, Minneapolis,  Minnesota
 55437.  Payments by the Company to John B. Collins Associates, Inc. shall be
 deemed to constitute payment to the Reinsurer.  Payments by the Reinsurer to
 John B. Collins Associates, Inc. shall be deemed only to constitute  payment
 to the Company to the extent that such payments are actually received by the
 Company.
<PAGE>
 IN WITNESS  WHEREOF, the  parties hereto  have caused  this Contract  to  be
 executed by their duly authorized representatives at:


 Dallas, Texas, this _________ day of _____________________, 20__.


                     _____________________________________________
                     AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS

 Lincolnshire, Illinois, this ______ day of _______________, 20__.


                     _____________________________________________
                     GE REINSURANCE CORPORATION