EXHIBIT 10(c)

           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")

                                    by

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



  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,
  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  January 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  here-  under  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.
<PAGE>
  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 Under- writing
            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.

       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

  A.   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.

  B.   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.
<PAGE>
  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
       Con- tract 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.

  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 occur- ring during any period
            of  72  consecutive  hours   arising  out  of  and   directly
            occasioned by the same event.  How- ever, the event need  not
            be limited to one state or states contiguous thereto.
<PAGE>
       2.   As regards riot, riot attending a strike, civil com-  motion,
            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 sub-paragraphs 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.

  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.
<PAGE>
  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 $22,800  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
       $28,500 in four equal installments of  $4,750 on January 1,  April
       1, 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  Rein- surer 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.

  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.
<PAGE>
  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  Com-  pany
       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 pos- sible 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 liqui- dation 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  Rein- surer  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 or     (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 here- after  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 - INTERMEDIARY

  A.   Effective for  the period  January 1,  1999 through  February  29,
       1999, both days inclusive, Sedgwick Re, Inc.  is hereby recognized
       as the  intermediary negotiating  this Contract  for all  business
       hereunder.    All  communications,  including  notices,  premiums,
       return  premiums,  commissions,  taxes,  losses,  loss  adjustment
       expenses, salvages and loss settlements relating thereto shall  be
       transmitted to the Reinsurer or  the Company through Sedgwick  Re,
       Inc., 1501 Fourth Avenue,  Suite 1400, Seattle, Washington  98101.
       Payments by the Company to the  Sedgwick Re, Inc. shall be  deemed
       to constitute payment to the Reinsurer.  Payments by the Reinsurer
       to the  Sedgwick  Re, Inc.  shall  be deemed  only  to  constitute
       payment to  the  Company to  the  extent that  such  payments  are
       actually received by the Company.
<PAGE>
  B.   Effective March  1,  1999, 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.

  IN WITNESS WHEREOF, the parties hereto have caused this Contract to  be
  executed by their duly authorized representatives at:

    Dallas, Texas, this _________ day of _____________________, 1999.


                      _____________________________________________
                      AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS


  Long Grove, Illinois, this ______ day of _________________, 1999.

                      _____________________________________________
                      GE REINSURANCE CORPORATION