<PAGE>

                                                                   EXHIBIT 10.23

                                ENDORSEMENT NO. 3

                         Attached to and made a part of
                             AUTOMOBILE QUOTA SHARE
                        AGREEMENT OF REINSURANCE NO. 8937
                                     between
                           SAFE AUTO INSURANCE COMPANY
                     (herein referred to as the "Company")
                                       and
                         GENERAL REINSURANCE CORPORATION
                    (herein referred to as the "Reinsurer")

IT IS MUTUALLY AGREED that as respects new and renewal policies of the Company
becoming effective at and after 12:01 A.M., October 1, 2003, and policies of the
Company in force at 12:01 A.M., October 1, 2003, with respect to claims and
losses resulting from Occurrences taking place at and after the aforesaid time
and date, this Agreement is amended as follows:

      I - ARTICLE V is amended to read:

      "ARTICLE V - LIABILITY OF THE REINSURER

The Reinsurer shall pay to the Company, with respect to each Occurrence, the
Reinsurer's Quota Share Percentage of the Net Loss sustained by the Company, but
not exceeding the Limit of Liability of the Reinsurer as set forth in the
Schedule of Reinsurance, subject to the provisions of the following paragraphs.

                            SCHEDULE OF REINSURANCE

<TABLE>
<CAPTION>
Company's Quota    Reinsurer's Quota   Limit of Liability
Share Percentage    Share Percentage    of the Reinsurer
----------------    ----------------    ----------------
<S>                <C>                 <C>
    67.5%                 32.5%         32.5% of $50,000
</TABLE>

The sum of 32.5% of $900 shall be deducted from the Reinsurer's share of Net
Loss sustained hereunder arising out of each Occurrence.

However, if the Reinsurer's Quota Share Percentage of the Company's Subject
Written Premium for the Agreement Year commencing on October 1, 2003 results in
a reinsurance premium, gross of commission, greater than a cap of $120,000,000,
such Quota Share Percentage of the Company's Subject Written Premium from the
beginning of the calendar quarter during which such cap was exceeded though the
close of the Agreement Year shall be reduced to a percentage which will result
in a reinsurance premium, gross of commission, of $120,000,000 for such
Agreement Year. The Reinsurer's Quota Share Percentage of Net Loss for
Occurrences taking place from the beginning of the calendar quarter during which
such cap was exceeded though the close of the Agreement Year shall be reduced

                         GENERAL REINSURANCE CORPORATION
                          A Berkshire Hathaway Company
<PAGE>

accordingly and the Company's Quota Share Percentage will be increased
accordingly. The amount of such cap for subsequent Agreement Years shall be
mutually agreed upon.

However, if the Reinsurer's Quota Share Percentage of the Company's Subject
Written Premium in all states other than Ohio, Pennsylvania, South Carolina,
Georgia, Indiana, Kentucky, Mississippi, Louisiana, or Tennessee for any
Agreement Year hereunder results in a reinsurance premium equal to more than 5%
of the total reinsurance premium for any Agreement Year, such Quota Share
Percentage of the Company's Subject Written Premium for all such states for such
Agreement Year shall be reduced to a percentage which will result in a
reinsurance premium of no more than 5% of the total reinsurance premium for such
Agreement Year. The Reinsurer's Quota Share Percentage of Net Loss involving
such states for Occurrences taking place during such Agreement Year shall be
reduced accordingly and the Company's Quota Share Percentage will be increased
accordingly.

Further, the sum of the Reinsurer's payment of Net Loss for Occurrences taking
place during any Agreement Year and fixed commission allocable to such Agreement
Year shall not exceed an Aggregate Limit of Liability equal to 112% of the
reinsurance premiums, gross of fixed commission, paid under this Agreement for
such Agreement Year, subject to the provisions of sub-paragraph (d) of the
article entitled CONTINGENT COMMISSION.

Further, the Reinsurer's payment of Net Loss for Occurrences taking place during
any Agreement Year shall not exceed the Reinsurer's portion of Estimated Net
Loss as evaluated and reported by the Company to the Reinsurer 18 months after
the end of the Agreement Year, or quarterly thereafter, whichever is less."

      II - Paragraph (b) of ARTICLE VII-DEFINITIONS are amended to read:

      "(b)  NET LOSS

            This term shall mean all payments by the Company within the terms
            and limits of its policies in settlement of claims or losses,
            payment of benefits, or satisfaction of judgments or awards,
            including prejudgment interest which erodes the policy limit, after
            deduction of subrogation and other recoveries and after deduction of
            amounts due from all other reinsurance, whether collectible or not.
            If the Company becomes insolvent, this definition shall be modified
            to the extent set forth in the article entitled INSOLVENCY OF THE
            COMPANY.

            This term shall also include expenditures by the Company, including
            declaratory judgment expenses, allocated to an individual claim or
            loss made in connection with the disposition of a claim, loss, or
            legal proceeding including investigation, negotiation, and legal
            expenses; court costs; prejudgment interest which does not erode the
            policy limit; and postjudgment interest

            Nothing in this definition shall imply that losses are not
            recoverable hereunder until the Company's Net Loss has been finally
            ascertained."

      III - Exclusion (k) in ARTICLE VIII-EXCLUSIONS is amended to read:

                                      - 2 -

                         GENERAL REINSURANCE CORPORATION
<PAGE>

      "(k)  Unallocated adjustment expense, which is defined as any expenditures
            by the Company, other than those described in paragraph (b) of the
            article entitled DEFINITIONS, including office expenses and the
            salaries and expenses of employees of the Company or of any
            subsidiary or related or wholly owned company of the Company;"

      IV - ARTICLE XIII is amended to read:

"ARTICLE XIII - CONTINGENT COMMISSION

In addition to the fixed commission set forth in the article entitled
REINSURANCE PREMIUM AND COMMISSION, the Reinsurer shall pay to the Company a
contingent commission equal to 100% of the Positive Experience Account balance
under this Agreement.

With respect to the contingent commission and the calculation thereof, the
following interpretations and reporting provisions shall apply:

      (a)   EXPERIENCE ACCOUNT BALANCE

            This term shall mean:

            (1)   The reinsurance premium earned from the inception of this
                  Agreement;

            (2)   Less 3.5% of the reinsurance premium earned during the first
                  two Agreement Years and 3.0% of the reinsurance premium earned
                  during each subsequent Agreement Year, subject to a minimum of
                  $500,000 for each Agreement Year or portion thereof;

            (3)   Less the fixed commission allowed on the reinsurance premium
                  earned from the inception of this Agreement;

            (4)   Less the Reinsurer's payments of Net Loss from the inception
                  of this Agreement;

            (5)   Less the Reinsurer's portion of reported reserves for claims
                  and losses as of the calculation date;

            (6)   Less the Reinsurer's portion of reserves for claims and losses
                  incurred but not reported, as set forth in sub-paragraph (d)
                  below, as of the calculation date;

            (7)   Less the amount, if any, of contingent commission previously
                  paid.

            (8)   Plus the investment income on the amount, if any, by which the
                  sum of (1) above and previous investment income credits
                  exceeds the sum of (2), (3), (4), and (7) above and previous
                  investment income debits as of October 1, 2003 and quarterly

                                       -3-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

                  thereafter, based on the one year constant maturity rate,
                  credited at the end of each calendar quarter;

            (9)   Less the investment income on the amount, if any, by which the
                  sum of (2), (3), (4) and (7) above and previous investment
                  income debits exceeds the sum of (1) above and previous
                  investment income credits as of October 1, 2003 and quarterly
                  thereafter, based on the one year constant maturity rate,
                  credited at the end of each calendar quarter.

      (b)   POSITIVE EXPERIENCE ACCOUNT BALANCE

            This term shall mean the amount by which the sum of (1) and (8) in
            sub-paragraph (a) above exceeds the sum of (2), (3), (4), (5), (6),
            (7) and (9) in said sub-paragraph.

      (c)   NEGATIVE EXPERIENCE ACCOUNT BALANCE

            This term shall mean the amount by which the sum of (2), (3), (4),
            (5), (6), (7) and (9) in sub-paragraph (a) above exceeds the sum of
            (1) and (8) in said sub-paragraph.

      (d)   RESERVES FOR CLAIMS AND LOSSES INCURRED BUT NOT REPORTED

            The reserves for claims and losses incurred but not reported (IBNR)
            shall be determined by multiplying the reinsurance premium earned,
            gross of commission, for each Agreement Year by the appropriate
            factor based on the maturity of the Agreement Year from its
            commencement date.

<TABLE>
<CAPTION>
MATURITY (IN MONTHS)    IBNR FACTOR
<S>                     <C>
        12                   25%
        24                   10%
        36                    5%
48 and Subsequent             0%
</TABLE>

            However, the Company may request that the Reinsurer use a lower IBNR
            factor in the contingent commission calculation. If a lower factor
            is used, the Aggregate Limit of Liability of the Reinsurer
            stipulated in the article entitled LIABILITY OF THE REINSURER shall
            be equal to the sum of the Reinsurer's payments of Net Loss, the
            Reinsurer's portion of reported reserves for claims and losses, and
            the lower requested IBNR amount with respect to Occurrences taking
            place during each Agreement Year and fixed commission allocable to
            such Agreement Year, not to exceed 112% of the reinsurance premiums,
            gross of fixed commission, paid for such Agreement Year. Such lower
            calculated Aggregate Limit of Liability of the Reinsurer shall apply
            regardless of subsequent evaluation of Net Loss.

                                       -4-

                         GENERAL REINSURANCE CORPORATION

<PAGE>

      (e)   STATEMENTS OF CONTINGENT COMMISSION

            As soon as practicable after the end of each calendar quarter, the
            Reinsurer shall render to the Company a statement of contingent
            commission for the period from the effective date of this Agreement
            to the end of such quarter. The amount thereof shall be balanced
            against the amount of contingent commission previously paid or
            allowed, and the net balance due either party shall be remitted
            promptly.

            Upon termination of this Agreement, the Reinsurer shall render to
            the Company a statement of contingent commission for the period from
            the effective date of this Agreement until such date. The amount
            thereof shall be balanced against the amount of contingent
            commission previously paid or allowed, and the net balance due
            either party shall be remitted promptly. Quarterly thereafter,
            revised statements shall be rendered to the Company reflecting
            changes in the original statement until all losses which occurred
            during the term of this Agreement are fully discharged, and the net
            balance due either party because of such changes shall be remitted
            promptly."

      V -   Paragraph (b) of ARTICLE XIV - REPORTS AND REMITTANCES is amended to
            read:

      "(b)  QUARTERLY REPORTS

            The Company shall report to the Reinsurer, within 30 days after the
            close of each calendar quarter:

            (1)   The reinsurance premium earned for the quarter by line of
                  insurance, and

            (2)   The commission allowed on the reinsurance premium earned for
                  the quarter, and

            (3)   The Reinsurer's portion of Net Loss paid during the quarter by
                  line of insurance and year of claim or loss, and

            (4)   The Reinsurer's portion of salvage recovered during the quar-
                  ter by line of insurance and year of claim or loss.

            Any amount due the Reinsurer shall be remitted with such report and
            any amount due the Company shall be remitted immediately upon
            verification of such report.

            The Company shall also report to the Reinsurer, within 30 days after
            the close of each quarter:

            (i)   The reinsurance premium written for the quarter by line of
                  insurance, and

                                       -5-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

            (ii)  The Reinsurer's portion of reserves for claims and losses at
                  the end of the quarter by line of insurance and year of claim
                  or loss, and

            (iii) The Estimated Net Loss at the end of the quarter for
                  Occurrences taking place during each Agreement Year."

      VI -  In consideration of VI above applying to business in force at 12:01
            A.M., October 1, 2003, the Reinsurer shall return to the Company the
            reinsurance premium unearned, calculated on the monthly pro rata
            basis as of such time and date, less the commission previously
            allowed thereon.

      VII - ARTICLE XV is amended to read:

"ARTICLE XV - TERMINATION

Either party may terminate this Agreement at any time by sending to the other,
by registered mail to its principal office, notice stating the time and date
when, not less than 90 days after the date of mailing of such notice,
termination shall be effective. Upon termination of this Agreement, the
Reinsurer shall not be liable for any claims or losses resulting from
Occurrences taking place at and after the effective time and date of
termination, except as provided in the following paragraph.

However, if there is a Negative Experience Account Balance, as defined in the
article entitled CONTINGENT COMMISSION, as of the requested termination date,
the Reinsurer has the option of extending the termination date of this Agreement
for one year, subject to all its terms and conditions, except that upon such
extended termination date, at the Reinsurer's option:

      (a)   The Reinsurer shall continue to be liable, with respect to policies
            in force at the time and date of termination, for claims and losses
            resulting from Occurrences taking place until the expiration,
            cancellation, or next anniversary date, not to exceed one year, of
            each such policy of the Company, whichever occurs first. The
            reinsurance premium for policies in force at the time and date of
            termination shall be calculated by applying the provisions of the
            article entitled REINSURANCE PREMIUM AND COMMISSION to the monthly
            earned premiums that derive from the unearned premium applicable to
            policies in force at the time and date of termination.

      (b)   The Reinsurer shall not be liable for any claims or losses resulting
            from Occurrences taking place at and after the effective time and
            date of termination.

Further, the Reinsurer may terminate this Agreement at the end of any calendar
quarter within such one year extended period by sending to the Company, by
registered mail to its principal office, notice stating the time and date when,
not less than 30 days after the date of mailing of such notice, termination
shall be effective, in such event, the Reinsurer's option, as set forth in (a)
and (b) above shall apply.

                                       -6-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

Prior to the termination date, the Reinsurer shall advise the Company as to
which of the above options shall apply."

      VIII -The second paragraph of ARTICLE XVI - TERMINATION BY THE REINSURER
            UNDER SPECIAL CIRCUMSTANCES is amended to read:

"In any instance that the Reinsurer terminates this Agreement in accordance with
the circumstances described in the immediately preceding paragraphs, the
Reinsurer shall not be liable for claims or losses resulting from Occurrences
taking place after the effective time and date of termination."

IN WITNESS WHEREOF, the parties hereto have caused this Endorsement to be
executed in duplicate,

this 30 day of December,2003,

                                    SAFE AUTO INSURANCE COMPANY

                                    /s/ ARI DESHE, CEO
                                    ---------------------------
Attest: /s/ Greg Sutton
       ----------------

and this 30 day of December, 2003.

                                    GENERAL REINSURANCE CORPORATION

                                    /s/ Jon Schriber
                                    ----------------------------
                                    Vice President

Attest: /S/ William J. Brassington
       ---------------------------

                                      - 7 -
                                Endorsement No. 3
                               Agreement No. 8937

                         GENERAL REINSURANCE CORPORATION