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                                                                     EXHIBIT 4.5

                STOCK RESTRICTION AND CLOSE CORPORATION AGREEMENT

      THIS STOCK RESTRICTION AND CLOSE CORPORATION AGREEMENT (the "Agreement")
is made effective the 9th day of February, 1998, by and among Safe Auto Group,
Inc., an Ohio corporation (the "Company"), Ari and Ann Deshe (the "Deshe
Family"), Jon P. and Susan Diamond (the "Diamond Family"), Jay and Jeanie
Schottenstein (the "Schottenstein Family"), Safe Auto Insurance Agency, Inc.,
its successors or assigns (the "Agency"), Ari Deshe, individually, and the GAS
Trust.

      Capitalized terms used in this Agreement have the particular meanings
assigned herein.

                             BACKGROUND INFORMATION

      A.    The Shareholders are the record and beneficial owner of the number
of Shares set forth opposite their or its name:

                   Deshe Family                129 Shares
                   Diamond Family              129 Shares
                   Schottenstein Family        27 Shares
                   Agency                      15 Shares
                   Ari Deshe                   30 Shares

      B.    The Shareholders and the Company executed a certain Shareholders'
and Close Corporation Agreement on April 19, 1993, which set forth certain
agreements and imposed certain restrictions upon the transfer of Shareholders'
Shares (the "Previous Agreement").

      C.    The parties desire to amend and restate the Previous Agreement to
incorporate additional agreements.

                                   PROVISIONS

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants set forth herein, the parties hereto agree as follows:

1.    Definitions.

      (a)   Ari. "Ari" shall mean Ari Deshe, individually.

      (b)   Book Value. "Book Value" shall mean the Company's total assets minus
            its total liabilities as determined in accordance with generally
            accepted accounting principles (GAAP), divided by the number of
            Shares outstanding.

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      (c)   Business Day. "Business Day" shall mean any day of the week from and
            including Monday through and including Friday; provided, that any
            day that is (i) declared a legal holiday by either the federal or
            state government or (ii) a Jewish high holiday shall not be
            considered a Business Day.

      (d)   Deshe Family Subgroup. "Deshe Family Subgroup" shall mean the
            Agency, Ari, Ann Deshe, their estates, lineal descendants, and any
            trusts for the benefit of any of the foregoing individuals, provided
            that all decisions regarding voting and disposition of Shares held
            by such trusts are controlled by one or more of the foregoing
            individuals.

      (e)   Diamond Family Subgroup. "Diamond Family Subgroup" shall mean Jon,
            Susan Diamond, their estates, lineal descendants, and any trusts for
            the benefit of any of the foregoing individuals, provided that all
            decisions regarding voting and disposition of Shares held by such
            trusts are controlled by one or more of the foregoing individuals.

      (f)   Family Representative. "Family Representative" shall mean the member
            of each Family Subgroup that is appointed by the Family Subgroup's
            members to be their Family Representative and for whom written
            notice of such appointment has been delivered to the Company. The
            initial Family Representatives shall be as follows: with respect to
            the Deshe Family Subgroup, Ari; with respect to the Diamond Family
            Subgroup, Jon; and with respect to the Schottenstein Family
            Subgroup, Jay Schottenstein.

      (g)   Jon. "Jon" shall mean Jon P. Diamond, individually.

      (h)   Offering Shareholder. "Offering Shareholder" shall mean any
            Shareholder whose Shares are likely to become the subject of a
            Transfer due to any event, voluntary or involuntary ("voluntary"
            being defined as an event which is to occur by reason of the
            Shareholder's current voluntary act).

      (i)   Schottenstein Family Subgroup. "Schottenstein Family Subgroup" shall
            mean Jay Schottenstein, Jeanie Schottenstein, their estates, lineal
            descendants, and any trusts for the benefit of any of the foregoing
            individuals, provided that all decisions regarding voting and
            disposition of Shares held by such trusts are controlled by one or
            more of the foregoing individuals.

      (j)   Shareholder. "Shareholder" shall mean, individually, the Deshe
            Family, the Diamond Family, the Schottenstein Family, the Agency,
            and any holder of common stock of the Company that has become a
            party to this Agreement.

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      (k)   Shares. "Shares" shall mean any shares of common stock of the
            Company or any interest in such shares.

      (l)   Transfer. "Transfer" shall mean any gift, sale, transfer,
            alienation, pledge, encumbrance or other manner of disposal of any
            Shares or any interest therein, voluntarily, involuntarily, by
            operation of law or otherwise. Provided, however, that any gift,
            sale, transfer, or other manner of disposal of any Shares or any
            interest therein by:

            (i)   a member of the Deshe Family Subgroup to a member or members
                  of the Deshe Family Subgroup; or

            (ii)  a member of the Diamond Family Subgroup to a member or members
                  of the Diamond Family Subgroup; or

            (iii) a member of the Schottenstein Family Subgroup to a member or
                  members of the Schottenstein Family Subgroup;

            shall not be a Transfer.

      (m)   Trust. "Trust" means Ari and Jon, or their successors in trust, as
            co-trustees of the GAS Trust created by written trust agreement
            dated February 9, 1998.

2.    Restrictions on Transfer of Shares.

      (a)   Transfers Prohibited. A Shareholder shall not Transfer any Shares of
            the Company or any interest therein, except as specifically
            authorized under this Agreement. Any Transfer or attempted Transfer
            in contravention of the terms and conditions of this Agreement shall
            be null and void and of no force or effect, and the violating or
            noncomplying Shareholder shall offer his Shares to the Company at
            the price and on the terms contained in Section 3.

            This paragraph and the requirement of the Shareholder to offer
            Shares contained herein shall be binding upon the Shareholder and
            any transferee, pledgee or other person to whom the Shares are
            attempted to be transferred either voluntarily or involuntarily,
            including but not limited to any executor, administrator, receiver,
            the trustee or custodian in bankruptcy, or other personal or legal
            representative of the Shareholder, pledgee and/or the transferee or
            purchaser of Shares sold or transferred by court order or on
            execution or at any judicial or creditor sale.

      (b)   Conditions to Transfer. A Transfer shall be subject to prior
            exercise, or termination unexercised, of the rights of refusal
            granted under Section 3 of this Agreement.

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3.    Rights of Refusal. Prior to any Transfer of Shares by a Shareholder, such
Shareholder shall offer to sell such Shares pursuant to this Section 3.

      (a)   Notice of Intent to Transfer. An Offering Shareholder shall give
            prior written notice to the Company and to all other Shareholders of
            any event, voluntary or involuntary, by which the Shares are likely
            to become the subject of a Transfer. Such notice shall give all
            particulars of the event, and (if applicable) shall specifically
            identify (i) the Shares proposed to be Transferred, (ii) the date of
            the proposed Transfer, (iii) the price and terms of the proposed
            Transfer, (iv) the identity and mailing address of the proposed
            transferee, and shall be given at least forty (40) Business Days
            prior to the proposed effective date of any Transfer. The Offering
            Shareholder shall attach to said notice true and correct copies of
            all existing documents respecting such proposed Transfer. Said
            notice shall constitute the Shareholder's representation that the
            terms of said proposed Transfer are bona fide.

      (b)   Rights of First Refusal. The Company shall have the right of refusal
            to purchase all, or any portion of, the Shares which were the
            subject of the notice given in accordance with Section 3(a).

            Such rights may be exercised by written notice of exercise delivered
            or mailed to the Offering Shareholder and all other interested
            parties disclosed by said notice no later than the close of business
            of the twentieth (20th) Business Day prior to the proposed effective
            date of any Transfer. Such notice of exercise shall specify the
            number of Shares which the Company is willing to purchase pursuant
            to this Section 3(b). Such notice of exercise shall irrevocably
            obligate the Company to purchase that number of such Shares.

      (c)   Price and Terms of Purchase. If the notice given to the Company in
            accordance with Section 3(a) constitutes an intended voluntary sale
            and provides the price thereof, the Company shall purchase such
            Shares for the same per share price. If the notice constitutes an
            intended voluntary pledge or encumbrance, the Company shall purchase
            such shares for the sum intended to be secured by such pledge or
            encumbrance, provided said sum does not exceed the Book Value
            hereinbefore defined. In the case of any other Transfer, voluntary
            or involuntary, the purchase price shall be the greater of:

            (i)   the Book Value of the Shares as of the month-end immediately
                  preceding the date on which the notice under Section 3(a) was
                  given; or

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            (ii)  the amount for which the Shares subject to the proposed
                  Transfer were originally issued by the Company.

            The terms of the sale of the Shares to the Company upon exercise of
            its option as aforesaid shall be as follows:

            (i)   Unless otherwise mutually agreed by the affected parties, the
                  closing of such Transfer shall take place at the principal
                  offices of the Company at 10:00 a.m. on the tenth (10th)
                  Business Day after the last day for exercise of the Company's
                  rights of refusal.

            (ii)  Payment of the purchase price shall be made at the closing in
                  any combination of the following, as determined in the sole
                  discretion of the Company:

                  (A)   Cash or other immediately available funds; or

                  (B)   A negotiable promissory note, which (i) is payable to
                        the order of Offering Shareholder, (ii) provides for all
                        principal and accrued interest to be due and payable at
                        a maturity date which is not more than five (5) years
                        after the date of the closing, and (iii) bears interest
                        from the date of the closing at a variable rate equal to
                        the sum of the prime rate as announced from time to time
                        by the Company's primary state or federally chartered
                        banking institution and one percent (1%) (with such
                        interest being calculated on the basis of a 360-day year
                        and the actual number of elapsed days and with changes
                        in such interest rate being effective on the effective
                        date of each change in such prime rate).

      (d)   Timely Transfer. If the Company shall not exercise its first right
            of refusal as aforesaid, the Offering Shareholder shall be free to
            Transfer said Shares, however, such Transfer shall be made solely
            for the price, terms, or other consideration set forth in said
            notice and in accordance with the documents attached thereto. The
            Offering Shareholder shall provide reasonable evidence concerning
            the Transfer upon request, from time to time. If the Transfer is not
            so made, the Shares shall again be subject to all the restriction
            contained in this Agreement.

      (e)   Stock Legend. All share certificates issued by the Company subject
            to this Agreement shall bear the following legend:

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            "The rights of a holder of this certificate are governed by the
            Corporation's Articles of Incorporation, Code of Regulations and a
            certain Stock Restriction Agreement and Close Corporation Agreement
            dated February 9, 1998, which includes significant transfer
            restrictions. Copies of such documents are on file at the
            Corporation's office, and the Corporation will mail to the holder of
            this certificate, a copy of such documents upon request therefor.
            The holder of this certificate, by acceptance hereof, agrees to the
            terms of the Articles of Incorporation, Code of Regulations and
            Stock Restriction and Close Corporation Agreement."

4.    Amendment to Agreement in Regards to New Shareholders. No person who shall
not have signed this Agreement shall be recognized, nor have any status, as a
Shareholder of the Company, nor have his interest registered on the books of the
Company, unless said person shall have received a Transfer of his Shares
pursuant to the terms of this Agreement and shall execute an amendment to this
Agreement by which act he shall agree to be bound by all the terms and
conditions hereof as if an original signatory. Each Shareholder hereby appoints
the Chief Executive Officer of the Company as his attorney-in-fact with full
power to execute said amendment on his behalf. Copies of said amendment shall be
mailed to all Shareholders.

5.    Close Corporation Provisions.

      (a)   Close Corporation Agreement. This Agreement is to be governed by
            Section 1701.591 of the Ohio Revised Code and is a "close
            corporation agreement" as the term is defined in Section 1701.01(X)
            of the Ohio Revised Code.

      (b)   Supersedes Certain Provisions of Chapter 1701 of the Ohio Revised
            Code. This Agreement shall regulate certain aspects of the internal
            affairs of the Company and the relations of shareholders among
            themselves to the extent set forth herein. If any provision of
            Chapter 1701 of the Ohio Revised Code, other than Section 1701.591,
            is inconsistent with this Agreement, such inconsistent provisions
            are hereby waived, to the extent waivable, to the maximum extent
            necessary for carrying out the purposes of this Agreement. To the
            extent not inconsistent with the provisions of this Agreement, the
            other provisions of Chapter 1701 of the Ohio Revised Code shall
            regulate aspects of the internal affairs of the Company and the
            relations of the shareholders among themselves.

      (c)   Right of Inspection. Each party to this Agreement, or his designated
            agent, or both, shall have the absolute right, without the necessity
            of stating any purpose, to examine and copy, during the Company's
            normal business hours, any of the Company's records or documents to
            which reference is made in Ohio Revised Code Section 1701.37 or any
            similar statute which may be in effect at the time.

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      (d)   Issuance of Additional Shares. Except as provided in Section 6(e),
            no authorized unissued shares and no treasury shares of the Company
            may be issued or sold without the affirmative vote or written
            approval of the holders of at least sixty percent (60%) of the
            outstanding voting shares of the Company.

      (e)   Record of Proceedings. The parties shall cause this Agreement and
            the execution thereof by the corporate parties hereto to be
            authorized by written resolution by consent without a meeting of the
            directors and shareholders of each corporation.

      (f)   Directors and Officers. The directors of the Company shall include
            Ari and three other directors nominated by Ari in writing
            (representing the Deshe Family Subgroup), Jon and one other director
            nominated by Jon in writing (representing the Diamond Family
            Subgroup) and a director nominated by Jay Schottenstein
            (representing the Schottenstein Family Subgroup). In the event any
            director representing a Subgroup is unable or unwilling to continue
            to serve, his or her successor shall be named by his or her
            respective Subgroup. The current officers of the Company shall be
            Ari, Chairman of the Board and Chief Executive Officer, Jon,
            President and Secretary, and Thomas R. Ketteler, Vice President and
            Treasurer. The officers of the Company shall be chosen by the
            directors and shall continue in office until their respective
            successors have been duly elected and qualified.

      (g)   Chief Executive Officer. As long as Ari is employed on a full-time
            basis by the Company, he shall hold the offices set forth in Section
            5(f). If Ari shall be employed on a part-time basis, he shall remain
            the Chairman of the Board and Jon shall become the Chief Executive
            Officer and President. If Ari shall cease being employed for any
            reason, Jon shall become the Chairman of the Board and Chief
            Executive Officer with an immediate twenty-five percent (25%)
            increase in his then current annual base salary. In addition, his
            annual base salary for each subsequent fiscal year shall be
            increased by a percentage equal to or greater than one hundred fifty
            percent (150%) of the percentage increase in the consumer price
            index for all urban consumers, U.S. city average, all items ("CPI")
            reported by the U.S. Department of Labor for the previous calendar
            year.

            During the tenure of Ari or Jon in such offices any of the following
            transactions on behalf of the Company or any affiliate or subsidiary
            must be approved by the Board of Directors:

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            (i)   (A) any proposed expenditure, incurrence of indebtedness or
                  other liability, capital acquisition, investment or
                  divestiture, or any other agreement or transaction, not in the
                  ordinary course of business, or (B) if in the ordinary course
                  of business, in excess of One Hundred Thousand Dollars
                  ($100,000), which sum shall be adjusted annually by a factor
                  of two times the CPI, but not less than five percent, nor more
                  than ten percent;

            (ii)  any employment agreement or charitable contribution; or

            (iii) any agreement with a member of the Deshe, Diamond or
                  Schottenstein Family Subgroups.

            As soon as either Ari or Jon cease holding any of such offices, the
            Chairman of the Board and Chief Executive Officer shall furnish
            complete financial statements to the directors at least quarterly
            each year, which statements shall itemize (A) all expenditures in
            excess of Twenty Five Thousand Dollars ($25,000), and (B) all sums
            expended by the Chairman of the Board and Chief Executive Officer
            for business travel and transportation.

      (h)   Shareholder Meetings. The Shareholder meetings of the Company shall
            be conducted at 3883 E. Broad Street, Columbus, Ohio 43213.

      (i)   Conduct of Business. The day-to-day operations of the Company shall
            be the responsibility of the Chief Executive Officer, subject to any
            limitations on his authority as contained in this Agreement.

      (j)   Place of Business. The principal place of business of the Company
            shall be 3883 E. Broad Street, Columbus, Ohio 43213 or such other
            place of business as shall be determined by the Shareholders.

      (k)   Amendments. Amendments to the Articles of Incorporation of the
            Company may only be adopted by the vote of the Deshe Family and
            either the Diamond Family or the Schottenstein Family.

      (l)   Material Decisions. In addition to any other limitation herein
            contained, the prior approval of the Family Representative of the
            Deshe Family Subgroup and the approval of either the Family
            Representative of the Diamond Family Subgroup or the Schottenstein
            Family Subgroup shall be required for any of the following
            transactions:

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            (i)   Any public offering of the shares of the Company;

            (ii)  Any change in the compensation of, or the granting of any loan
                  or fringe benefits to, Ari or Jon or members of their
                  respective Family Subgroups;

            (iii) The liquidation or dissolution of the Company for any reason;

            (iv)  The purchase or sales of assets other than those used in the
                  ordinary course of business; and

            (v)   The acquisition of any other company.

            Provided, however, that upon exercise of the option hereinafter
            granted to the Diamond Family Subgroup, said approval shall no
            longer be required for items (i), (ii), (iv) and (v).

      (m)   Change in Executive Management. If Jon shall cease being employed by
            the Company for any reason (except his death), the Diamond Family
            Subgroup shall have the following options:

            (i)   The Family Representative of the Diamond Family Subgroup shall
                  have the option, once the severance payments due Jon under his
                  Executive Employment Agreement terminate (if any), to sell a
                  certain number of their Shares each year to the Company at the
                  price and in the amount as follows:

                  (A)   The price per Share shall be its Book Value as of the
                        first day of the then current fiscal year of the Company
                        (the "Denominator"); and

                  (B)   The amount of Shares shall be determined by dividing the
                        amount of Jon's annual base salary on the Severance
                        Date, adjusted by a percentage equal to one hundred
                        fifty percent (150%) of the percentage increase in CPI
                        since the Severance Date, by the Denominator.

                  The Company shall be obligated to purchase such tendered
                  Shares in accordance with this Section 5(m)(i).

            (ii)  All payments due the exercising members of the Diamond Family
                  under this Section 5(m) shall be made in cash or other
                  immediately available funds within thirty (30) days after
                  notice of exercise.

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            (iii) If and when the Family Representative of the Diamond Family
                  Subgroup exercises the aforesaid option, the Company shall
                  have the option, at any time, and from time to time, to
                  purchase the remaining Shares held by the Diamond Family
                  Subgroup for the same price and in quantities not less than
                  those determined under the aforesaid formula.

      (n)   Termination of Certain Restrictions. Upon the disposition of all of
            the Shares owned by either the Deshe Family Subgroup or the Diamond
            Family Subgroup, this Section 5 (except for subsections (g) and (I)
            in the event of the disposition of all of the Shares owned by the
            Deshe Family Subgroup) shall no longer be in force or effect.

6.    Life Insurance. The parties hereto acknowledge that the Trust is
contemplating the purchase of certain life insurance policies on the lives of
Ari and Jon (the "Policies"). If the Trust purchases the Policies, upon the
death of Ari or Jon, whichever occurs first:

      (a)   The Family Representative of the decedent's Family Subgroup and the
            Family Representative of the Schottenstein Family Subgroup, on
            behalf of all members of his respective Family Subgroup, shall have
            the option, for a period of three (3) years after the Determination
            Date (defined in Section 6(f) below), to tender for sale all, but
            not less than all, of the Shares held by such Family Subgroup to the
            Trust, the purchase price per share for which shall be the greater
            of the (i) Book Value as of the Determination Date, or (ii) Insured
            Value (defined in Section 6(g) below). If any such Family
            Representative shall tender for sale less than all of the Shares
            held by his Family Subgroup, such non-complying tender shall be null
            and void and of no force or effect.

            Upon notice by such Family Representative of his tender of the
            Shares held by his Family Subgroup for sale to the Trust, and upon
            delivery of appropriate stock certificates with stock powers duly
            endorsed, the Trust shall purchase all of the tendered Shares;
            provided, however, that the Trust's aggregate monetary obligation to
            purchase Shares under this Section 6(a) shall not exceed the net
            death benefit proceeds received under the Policies (the "Death
            Proceeds").

      (b)   Upon the expiration of such three (3) year period (the "Expiration
            Date"), the Trust shall retain any Death Proceeds which remain and
            any rights the members of the decedent's Family Subgroup and the
            Schottenstein Family Subgroup may have to tender Shares for sale to
            the Trust shall immediately terminate.

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      (c)   If the Book Value of the Shares held by members of the decedent's
            Family Subgroup and the Schottenstein Family Subgroup as of the
            Determination Date is greater than the Insured Value:

            (i)   The Trust shall only be obligated to purchase an aggregate
                  number of Shares determined by the quotient of (A) the Death
                  Proceeds, divided by (B) the Book Value as of the
                  Determination Date, not to exceed the number of Shares
                  tendered.

            (ii)  The Shares purchased by the Trust in accordance with Section
                  6(c)(i) shall be allocated among the tendering Shareholders in
                  proportion to the number of Shares owned by each of them as of
                  the Determination Date.

            (iii) The decedent's Family Subgroup and the Schottenstein Family
                  Subgroup shall have the option to sell a certain remaining
                  number of Shares retained by such Shareholders under Section
                  6(c)(i) each year to the Company at the price and in the
                  amount as follows:

                  (A)   The price per Share shall be its Book Value as of the
                        first day of the then current fiscal year of the
                        Company.

                  (B)   The amount of Shares shall be determined by dividing the
                        amount of the decedent's annual base salary on the date
                        of his death, adjusted by a percentage equal to one
                        hundred fifty percent (150%) of the percentage increase
                        in CPI since the date of his death, by the number
                        calculated in accordance with Section 6(c)(i).

                  (C)   The Company shall be obligated to purchase such tendered
                        Shares in accordance with this Section 6(c)(iii).

                  (D)   All payments due the decedent's Family Subgroup and the
                        Schottenstein Family Subgroup under this Section
                        6(c)(iii) shall be made in cash or other immediately
                        available funds within thirty (30) days after notice of
                        exercise.

            (iv)  The Company shall have the option to purchase any number of
                  the remaining Shares retained by the decedent's Family
                  Subgroup and the Schottenstein Family Subgroup under Section
                  6(c)(i) in accordance with the following:

                  (A)   The price per Share shall be its Book Value as of the
                        first day of the then current fiscal year of the
                        Company.

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            (B)   The decedent's Family Subgroup and the Schottenstein Family
                  Subgroup shall be obligated to sell such Shares in accordance
                  with this Section 6(c)(iv).

            (C)   All payments due the decedent's Family Subgroup and the
                  Schottenstein Family Subgroup under this Section 6(c)(iv)
                  shall be made in cash or other immediately available funds
                  within thirty (30) days after receipt of notice of exercise
                  from the Company.

(d)   If Ari shall predecease Jon:

      (i)   And the Family Representative of the Deshe Family Subgroup does not
            exercise the option under Section 6(a):

            (A)   The Family Representative of the Diamond Family Subgroup, on
                  behalf of all members of his Family Subgroup, shall have the
                  option, for a period of one (1) year after the Expiration
                  Date, to tender for sale all, but not less than all, of the
                  Shares held by such Family Subgroup to the Trust, the purchase
                  price per share for which shall be the greater of the (i) Book
                  Value as of the Determination Date, or (ii) Insured Value.

                  Upon notice by such Family Representative of his tender of the
                  Shares held by his Family Subgroup to the Trust, and upon
                  delivery of appropriate stock certificates with stock powers
                  duly endorsed, the Trust shall purchase all of the tendered
                  Shares; provided, however, the Trust's aggregate monetary
                  obligation to purchase Shares under this Section 6(d) shall
                  not exceed the Death Proceeds which remain after any exercise
                  by the Schottenstein Family Representative of the option set
                  forth in Section 6(a). The Trust shall deliver payment of the
                  purchase price in cash or other immediately available funds
                  within ten (10) Business Days after its receipt of the notice.

            (B)   Upon the expiration of such one (1) year period, the Trust
                  shall retain the Death Proceeds which remain after the
                  exercise of the options set forth in Sections 6(a) and
                  6(d)(i)(A) and any rights the members of the Diamond Family
                  Subgroup may have to tender Shares for sale to the Trust shall
                  immediately terminate.

            (C)   If the Book Value of the Shares held by members of the Diamond
                  Family Subgroup and the Schottenstein Family

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                  Subgroup as of the Determination Date is greater than the
                  Insured Value:

                  (1)   The Trust shall only be obligated to purchase an
                        aggregate number of Shares determined by the quotient of
                        (A) the Death Proceeds which remain after the exercise
                        of the option set forth in Section 6(a), divided by (B)
                        the Book Value as of the Determination Date, not to
                        exceed the number of Shares tendered.

                  (2)   The Shares purchased by the Trust in accordance with
                        Section 6(d)(i)(C)(1) shall be allocated among the
                        tendering Shareholders in proportion to the number of
                        Shares owned by each of them as of the Determination
                        Date.

                  (3)   The decedent's Family Subgroup and the Schottenstein
                        Family Subgroup shall have the option to sell a certain
                        number of remaining Shares retained by such Shareholders
                        under Section 6(d)(i)(C)(1) each year to the Company at
                        the price and in the amount as follows:

                        (I)   The price per Share shall be its Book Value as of
                              the first day of the then current fiscal year of
                              the Company.

                        (II)  The amount of Shares shall be determined by
                              dividing the amount of the decedent's annual base
                              salary on the date of his death, adjusted by a
                              percentage equal to one hundred fifty percent
                              (150%) of the percentage increase in CPI since the
                              date of his death, by the number calculated in
                              accordance with Section 6(d)(i)(C)(1).

                        (III) The Company shall be obligated to purchase such
                              tendered Shares in accordance with this Section
                              6(d)(i)(C).

                        (IV)  All payments due the decedent's Family Subgroup
                              and the Schottenstein Family Subgroup under this
                              Section 6(d)(i)(C) shall be made in cash or other
                              immediately available funds within thirty (30)
                              days after notice of exercise.

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            (ii)  [Intentionally left blank]

      (e)   If any Death Proceeds remain in the Trust after exercise or
            expiration of the options hereinbefore granted, the Trust shall
            purchase and the Company shall sell such number of original issuance
            shares of common stock of the Company as shall equal the said
            remaining Death Proceeds divided by the Book Value as of the first
            of the month following such exercise or expiration.

      (f)   The "Determination Date" shall be (i) for the purposes of Section
            6(a), the last day of the month immediately preceding the decedent's
            death, and (ii) for the purposes of Section 6(d), the Expiration
            Date.

      (g)   The "Insured Value" of each of the Company's Shares shall be
            determined by the quotient of (i) Six Million Dollars ($6,000,000)
            divided by (ii) the number of Shares held by the decedent's Family
            Subgroup and the Schottenstein Family Subgroup.

7.    Miscellaneous.

      (a)   Construction. Wherever the context so permits, the use of words in
            this Agreement in the masculine, feminine or neuter gender shall be
            construed to include all of said genders. All references to
            articles, sections, subsections, or subparagraphs are to provisions
            of this Agreement unless the context dictates otherwise.

      (b)   Attorneys Fees. Each of the parties hereby agrees that if any party
            violates any of the covenants set forth herein, such party shall
            indemnify all other parties from and against any loss or liability
            (including without limitation reasonable attorney fees and expenses)
            which such other parties may incur or suffer, directly or
            indirectly, by reason of the enforcement of the covenants set forth
            herein.

      (c)   Entire Agreement. This Agreement sets forth the entire agreement and
            understanding among the parties as to the subject matter hereof and
            merges and supersedes all prior discussions, agreements and
            undertakings of every kind and nature between them with respect to
            the subject matter hereof, including the Previous Agreement. This
            Agreement may be executed in one or more counterparts, which shall
            together constitute a single agreement. In the event of execution of
            more than one counterpart of this Agreement, the Company is
            expressly authorized to remove the signature pages from each such
            counterpart and attach all such signature pages to a single
            counterpart of this Agreement; provided, however, the Company shall
            promptly thereafter provide a complete and accurate copy of such
            single counterpart to each party.

                                      -14-
<PAGE>

      (d)   Further Assurances. Each of the parties agrees, at any time and from
            time to time, upon the reasonable request of any other party, to do,
            execute, acknowledge and deliver, or cause to be done, executed,
            acknowledged and delivered, all such further acts, documents and
            instruments as may be required to effect any of the transactions
            contemplated by this Agreement.

      (e)   Binding Effect. This Agreement shall be binding upon and inure to
            the benefit of the parties and their respective heirs, executors and
            permitted assigns.

      (f)   Governing Law Venue. This Agreement shall be governed by and
            construed in accordance with the laws of the State of Ohio
            (regardless of the laws that might be applicable under principles of
            conflicts of laws) as to all matters, including but not limited to
            matters of validity, construction, effect and performance. Any
            controversy or claim arising out of or relating to this contract
            shall be determined by arbitration by three arbitrators in Columbus,
            Ohio in accordance with the Commercial Arbitration Rules of the
            American Arbitration Association and judgment upon the award
            rendered by the arbitrators may be entered in any court having
            jurisdiction thereof. Provided, however, that any claim for purely
            equitable relief, such as injunction, may be brought in the Franklin
            County Common Pleas Court, to the jurisdiction and venue of which
            the parties hereby consent.

      (g)   Notices. All notices permitted or required to be given pursuant to
            this Agreement by any party, shall be in writing and shall be mailed
            by certified United States mail, postage prepaid, return receipt
            requested, to the Shareholder at the address set forth below his
            signature and to the Company at the following address:

                                     Safe Auto Group, Inc.
                                     3883 E. Broad Street
                                     Columbus, Ohio 43213
                                     Attn: Chief Executive Officer

            All such notices shall be deemed given upon receipt or upon refusal
            of the addressee to receive the same as evidenced on the return
            receipt. Any party may designate a different address by notice given
            hereunder.

      (h)   Invalidity. In the event that this Agreement becomes invalid
            pursuant to the provisions of Ohio Revised Code Section 1701.591, or
            if it or any of its provisions is held invalid by the decision of
            any court of competent jurisdiction from which no appeal is or can
            be taken, this Agreement shall be deemed to be void in its entirety.

      (i)   Amendment of Agreement. This Agreement shall not be modified or.
            amended except only by a writing signed by the holders, then parties
            to this Agreement, of all the issued and outstanding Shares.

                                      -15-
<PAGE>

      (j)   Headings. The headings used in this Agreement are for convenience
            only and shall be ignored in interpreting this Agreement.

      (k)   Waiver. No failure by any party to insist upon the strict
            performance of any covenant, duty, agreement, or condition of this
            Agreement or to exercise any right or remedy consequent upon a
            breach thereof shall constitute waiver of any breach or any other
            covenant, duty, agreement, or condition.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

COMPANY:                                        DESHE FAMILY:

SAFE AUTO GROUP, INC.,
  an Ohio corporation

By:  /s/ Ari Deshe                              /s/ Ari Deshe
    -----------------------------------         ------------------------------
      Ari Deshe, Chief Executive Officer        Ari Deshe

                                                /s/ Ann Deshe
                                                ------------------------------
                                                Ann Deshe

                                                Address:  393 N. Columbia Avenue
                                                          Columbus, Ohio 43209

AGENCY:

SAFE AUTO INSURANCE AGENCY, INC.
  an Ohio corporation

By:  /s/ Ari Deshe
    ------------------------------
    Ari Deshe, President

DIAMOND FAMILY:                                SCHOTTENSTEIN FAMILY:

/s/ Jon P. Diamond                             /s/ Jay Schottenstein
-------------------------------                -------------------------------
Jon P. Diamond                                 Jay Schottenstein

/s/ Susan Diamond                              /s/ Jeanie Schottenstein
-----------------------------                  --------------------------------
Susan Diamond                                  Jeanie Schottenstein

Address: 320 S. Parkview Avenue                Address:  445 N. Parkview Avenue
         Columbus, Ohio 43209                            Columbus, Ohio 43209

                                      -16-
<PAGE>

TRUST:                                             ARI DESHE:

THE GAS TRUST

By: /s/ Ari Deshe                                  /s/ Ari Deshe
   ---------------------------------               ----------------------------
   Ari Deshe, Co-Trustee                           Ari Deshe, Individually

By: /s/ Jon P. Diamond
   ---------------------------------
   Jon P. Diamond, Co-Trustee

                                      -17-