EXHIBIT 10 (C)


                            COMMUTATION AGREEMENT

 AGREEMENT effective  April 30,  2000 by  and  between Vesta  Fire  Insurance
 Corporation, an Alabama  Company ("Vesta") and  American Hallmark  Insurance
 Company of Texas, a Texas Company (the "Reinsured").

 WHEREAS, the parties  hereto have entered  into the  Automobile Quota  Share
 Reinsurance Treaty, effective January 1, 1991  and terminated March 1,  1992
 and the  Quota Share  Retrocession Agreement,  effective March  1, 1992  and
 terminated July 1, 1996, under which  Vesta (known as Liberty National  Fire
 Insurance Company prior to March 1, 1994) has reinsured certain  liabilities
 of the Reinsured (the "reinsurance contracts"); and

 WHEREAS, the parties  hereto now  wish to  fully and  finally determine  and
 settle all liabilities and obligations of the parties under the  reinsurance
 contracts.

 NOW, THEREFORE, in consideration of the  covenants set forth herein and  the
 payments to be made hereunder, the parties agree as follows:


 ARTICLE I - PAYMENT

 In consideration of the release given by the Reinsured in Article II  below,
 Vesta hereby (1)  agrees to  pay to the  Reinsured within  10 business  days
 after execution of this document the sum of $506,931.76 and (2) releases and
 discharges the Reinsured for any unpaid premiums due Vesta by the  Reinsured
 under the reinsurance contracts.


 ARTICLE II - RELEASE

 In consideration of the  payment and release described  in Article I  above,
 the Reinsured  on behalf  of itself,  its  agents, successors  and  assigns,
 hereby releases and  forever discharges Vesta,  its successors and  assigns,
 from any and all liabilities and obligations arising under or related to the
 reinsurance contracts, whether known or unknown, reported or unreported, and
 whether currently  existing or  arising in  the  future, including  but  not
 limited to all  claims, debts, demands,  causes of action,  duties, sums  of
 money, covenants,  contracts, controversies,  agreements, promises,  doings,
 omissions, damages, judgments, costs, expenses  and losses whatsoever.   The
 Reinsured acknowledges  the  payment  described in  Article  I  above  as  a
 complete accord,  satisfaction, settlement  and commutation  of all  Vesta's
 liabilities and obligations under  the reinsurance contracts, including  any
 claims for commission or brokerage, and  does hereby agree to indemnify  and
 hold harmless Vesta, its  successors and assigns, from  and against any  and
 all liability,  costs,  damages  or  expenses,  including  attorney's  fees,
 incurred in connection with any and all actual or threatened claims, actions
 or proceedings against Vesta or the Reinsured, or either of their successors
 or assigns, arising out of or relating to the reinsurance contracts.

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 ARTICLE III - GENERAL

 A.   This Agreement shall be binding upon and shall inure to the benefit  of
      the parties hereto and their respective successors and assigns.

 B.   This Agreement  shall  constitute  the  entire  agreement  between  the
      parties hereto related  to the  subject matter  hereof and  may not  be
      modified or amended, except by a written agreement executed by each  of
      the parties.

 C.   This Agreement shall be  governed by and  construed in accordance  with
      the laws of the State of Texas.

 D.   In the event that is  Agreement is determined to  be null and void,  in
      whole or in part, the parties agree that (1) the Reinsured will  return
      the full amount  of the payment  described in Article  I above and  (2)
      Vesta will reassume its liabilities under the reinsurance contracts.

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
 executed by their respective authorized officers.

                          VESTA FIRE INSURANCE CORPORATION

                          By:  _______________________________________

                          Title:  _____________________________________



                          AMERICAN HALLMARK INSURANCE
                          COMPANY OF TEXAS

                          By:  _______________________________________

                          Title:  _____________________________________