EXHIBIT 10.28

SCHEDULE OF NON-EMPLOYEE DIRECTORS ANNUAL COMPENSATION

EFJ, INC. BOARD OF DIRECTORS 2007
AND 2008



|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Board of Directors Quarterly Retainer             |  | $7,500                                                                                                                                                                                                                                                                                                                                                                           
|                                                   | 
|Audit Committee Quarterly Retainer                 |  | $1,750                                                                                                                                                                                                                                                                                                                                                                           
|                                                   | 
|Audit Committee Chairperson Quarterly Retainer     |  | $1,250                                                                                                                                                                                                                                                                                                                                                                           
|                                                   | 
|Non-Audit Committee Quarterly Retainer             |  | $1,250                                                                                                                                                                                                                                                                                                                                                                           
|                                                   | 
|Non-Audit Committee Chairperson Quarterly Retainer |  | $750                                                                                                                                                                                                                                                                                                                                                                             
|                                                   | 
|1999 Non-Employee Director Stock Purchase Plan     |  | Each Eligible Non-Employee Director may elect to receive EFJ, Inc. common stock in lieu of cash board compensation, under the 1999 Non-Employee Director Stock Purchase Plan. The amount
of common stock is determined upon the means the average of the closing price of a share of Common Stock during the last 10 trading days preceding the last business day of the Quarter.

On March 7, 2008, the Board of Directors of the Company approved a new schedule of director fees.

Each director shall receive an annual retainer of $42,000.00. In addition, the Chair of the Audit Committee, Compensation Committee and
Nominating and Governance Committee shall receive as additional annual compensation, $7,000.00, $5,000.00 and $5,000.00, respectively.