AMENDMENT 3 QUOTA SHARE REINSURANCE TREATY ATTACHING JANUARY 1, 2006 BY AND BETWEEN AMERICAN HALLMARK INSURANCE COMPANY (AHIC) AND PHOENIX INDEMNITY INSURANCE COMPANY (PIIC) AND GULF STATES INSURANCE COMPANY (GSIC)

EXHIBIT 10.28

AMENDMENT 3
QUOTA SHARE REINSURANCE TREATY
ATTACHING JANUARY 1, 2006
BY AND BETWEEN
AMERICAN HALLMARK INSURANCE COMPANY (AHIC) AND
PHOENIX INDEMNITY INSURANCE COMPANY (PIIC) AND
GULF STATES INSURANCE COMPANY (GSIC)

The parties hereby agree to amend ARTICLE 2 - SUBJECT BUSINESS of the quota share reinsurance treaty as follows:

ARTICLE 2 - SUBJECT BUSINESS

     This agreement shall apply to all insurance business in force of AHIC, PIIC, and GSIC at the Attachment Date and all new and renewal insurance business written thereafter by AHIC, PIIC, and GSIC (the “Subject Business”) including but not limited to business written or renewed in the State of Florida, provided however, it shall only apply to business in the state of Florida that is written or renewed on or after Dec 18, 2006.

						AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS
Date:		1-9-07				By:		/s/ Xxxxx X. Xxxxxx
						Name:		Xxxxx X. Xxxxxx
						Title:		President
						PHOENIX INDEMNITY INSURANCE COMPANY
Date:		1-9-07				By:		/s/ Brookland Xxxxx
						Name:		Brookland Xxxxx
						Title:		President
						GULF STATES INSURANCE COMPANY
Date:		01/09/2007				By:		/s/ Xxxxxx X. Xxxxx
						Name:		Xxxxxx X. Xxxxx
						Title:		President