ENDORSEMENT NO. 1

Exhibit 10.21

ENDORSEMENT NO. 1

to the

INTERESTS AND LIABILITIES CONTRACT

(hereinafter referred to as the “Contract”)

to the

QUOTA SHARE REINSURANCE AGREEMENT

V-003/04

Effective: July 1, 2004

(hereinafter referred to as the “Agreement”)

between

VESTA FIRE INSURANCE CORPORATION

SHELBY INSURANCE COMPANY

THE HAWAIIAN INSURANCE AND GUARANTY COMPANY, LTD.

FLORIDA SELECT INSURANCE COMPANY

AFFIRMATIVE INSURANCE COMPANY

SHELBY CASUALTY INSURANCE COMPANY

INSURA PROPERTY AND CASUALTY COMPANY

VESTA INSURANCE CORPORATION

TEXAS SELECT LLOYDS INSURANCE COMPANY

(hereinafter collectively referred to as the “Company”)

and

SWISS RE UNDERWRITERS AGENCY, INC.

on behalf of

SWISS REINSURANCE AMERICA CORP

(NAIC #: 25364; FEIN #: 13-1675535)

(hereinafter referred to as the “Subscribing Reinsurer”)

IT IS HEREBY NOTED AND AGREED that effective 12:01 a.m., Local Standard Time at the subject loss location, December 1, 2004, this Interest and Liabilities Contract shall be replaced in its entirety as follows:

It is hereby mutually agreed that the Subscribing Reinsurer shall have a 60.00% participation for Coverage A and a 100.00% participation for Coverage B in the interests and liabilities of the Reinsurers as set forth in the Agreement attached hereto and made a part hereof. These interests and liabilities shall apply to the Subscribing Reinsurer’s combined shares of Coverage A and Coverage B.

Such participation shall be several and not joint with the participation of other Subscribing Reinsurers, and the Subscribing Reinsurer shall under no circumstances participate in the interests and liabilities of the other Reinsurers as set forth in the Agreement attached hereto. The Contract shall attach 12:01 a.m., Local Standard Time, at the subject loss location, July, 1, 2004, and is subject to the provisions contained in the attached Agreement.

The Agreement to which this Contract is attached, and therefore the interests and liabilities of the Subscribing Reinsurer therein, may be changed, altered and amended as the parties may agree; provided such change, alteration and amendment is evidenced by endorsement to this Contract executed by the Company and the Subscribing Reinsurer.

IT IS FURTHER NOTED AND AGREED that effective 12:01 a.m., Local Standard Time at the subject loss location, December 1, 2004, the following Articles of the Quota Share Reinsurance Agreement (V-003/04) attached hereto and made a part hereof shall be disregarded and replaced as set forth herein:

ARTICLE I – BUSINESS COVERED

The above Ceded Loss and Loss Adjustment Expense Ratio caps shall be based on the Company’s projected Ceded Net Earned Premium at the inception of the Agreement Year plus the additional projected Ceded Net Earned Premium resulting from Coverage B as referenced in Article IX – Premium and shall be adjusted within 60 days after the end of the Agreement Year.

ARTICLE IX – PREMIUM

ARTICLE XIII – REPORTS AND REMITTANCES

On December 20, 2004, the Company shall report to the Reinsurer the ceded unearned premium (net of inuring reinsurance as set forth in Article VIII – Policy Limits and Inuring Reinsurances) with respect to the Coverage B cession as referenced in Article IX – Premium. The Company shall remit payment of the additional ceded unearned premium, less Ceding Commission, by January 3, 2005.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be signed in duplicate by their duly authorized representatives.

Signed in Birmingham, Alabama,

This 23rd day of December, 2004.

And signed in Calabasas, CA

This 30th day of December, 2004.