<PAGE>

                                                                   EXHIBIT 10.20

                           SAFE AUTO INSURANCE COMPANY

                               AGREEMENT NO. 8937

                         GENERAL REINSURANCE CORPORATION

<PAGE>

                               TABLE OF CONTENTS

                                       to
                             AUTOMOBILE QUOTA SHARE
                       AGREEMENT OF REINSURANCE NO. 8937
                                     between
                          SAFE AUTO INSURANCE COMPANY
                                       and
                        GENERAL REINSURANCE CORPORATION
<TABLE>
<CAPTION>
                                                                               Page
<S>                                                                            <C>
Article I           SCOPE OF AGREEMENT........................................   1
Article II          PARTIES TO THE AGREEMENT..................................   1
Article III         BUSINESS SUBJECT TO THIS AGREEMENT........................   1
Article IV          COMMENCEMENT..............................................   2
Article V           LIABILITY OF THE REINSURER................................   2
Article VI          COMPANY POLICY AMOUNTS....................................   3
Article VII         DEFINITIONS...............................................   3
Article VIII        EXCLUSIONS................................................   4
Article IX          MANAGEMENT OF CLAIMS AND LOSSES...........................   7
Article X           RECOVERIES................................................   7
Article XI          OTHER REINSURANCE.........................................   7
Article XII         REINSURANCE PREMIUM AND COMMISSION........................   7
Article XIII        CONTINGENT COMMISSION.....................................   8
Article XIV         REPORTS AND REMITTANCES...................................  10
Article XV          TERMINATION...............................................  12
Article XVI         TERMINATION BY THE REINSURER UNDER SPECIAL
                    CIRCUMSTANCES.............................................  13
Article XVII        ERRORS AND OMISSIONS......................................  14
Article XVIII       SPECIAL ACCEPTANCES.......................................  14
Article XIX         RESERVES AND TAXES........................................  14
Article XX          OFFSET....................................................  14
Article XXI         INSPECTION OF RECORDS.....................................  14
Article XXII        ARBITRATION...............................................  14
Article XXIII       INSOLVENCY OF THE COMPANY.................................  15
</TABLE>

                         GENERAL REINSURANCE CORPORATION
<PAGE>

                             AUTOMOBILE QUOTA SHARE
                       AGREEMENT OF REINSURANCE NO. 8937

                                    between

                           SAFE AUTO INSURANCE COMPANY
                              3883 E. Broad Street
                                 Columbus, Ohio
                     (herein referred to as the "Company")

                                      and

                         GENERAL REINSURANCE CORPORATION
                             a Delaware corporation
                        having its principal offices at
                                Financial Centre
                       695 East Main Street P.O. Box 10350
                        Stamford, Connecticut 06904-2350
                     (herein referred to as the "Reinsurer")

In consideration of the promises set forth in this Agreement, the parties agree
as follows:

ARTICLE I - SCOPE OF AGREEMENT

As a condition precedent to the Reinsurer's obligations under this Agreement,
the Company shall cede to the Reinsurer the business described in this
Agreement, and the Reinsurer shall accept such business as reinsurance from the
Company. The terms of this Agreement shall determine the rights and obligations
of the parties.

ARTICLE II - PARTIES TO THE AGREEMENT

This Agreement is solely between the Company and the Reinsurer. When more than
one Company is named as a party to this Agreement, the first Company named shall
be the agent of the other companies as to all matters pertaining to this
Agreement. Performance of the obligations of each party under this Agreement
shall be rendered solely to the other party. However, if the Company becomes
insolvent, the liability of the Reinsurer shall be modified to the extent set
forth in the article entitled INSOLVENCY OF THE COMPANY. In no instance shall
any insured of the Company or any claimant against an insured of the Company
have any rights under this Agreement.

ARTICLE III - BUSINESS SUBJECT TO THIS AGREEMENT

This Agreement shall apply to Automobile Business written by the Company, which
is defined as insurance which is classified in the NAIC form of annual statement
as private passenger auto no-fault (personal injury protection), other private
passenger auto liability

                         GENERAL REINSURANCE CORPORATION
<PAGE>

(including uninsured and underinsured motorists) and private passenger
automobile physical damage, on vehicles principally garaged in the United States
of America.

ARTICLE IV - COMMENCEMENT

This Agreement shall apply to new and renewal policies of the Company becoming
effective at and after 12:01 A.M., October 1, 2001, and policies of the Company
in force at 12:01 A.M., October 1, 2001, with respect to claims and losses
resulting from Occurrences taking place at and after the aforesaid time and
date, and shall continue in force until terminated in accordance with the
provisions of the article entitled TERMINATION or TERMINATION BY THE REINSURER
UNDER SPECIAL CIRCUMSTANCES.

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>

     70%                 30%            30% of $50,000
</TABLE>

The sum of 30% 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 first Agreement Year hereunder results in a reinsurance
premium, gross of commission, greater than a cap of $40,000,000, 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 $40,000,000 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 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 or Kentucky for any Agreement Year hereunder results in a
reinsurance premium equal to

                                      -2-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

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.

ARTICLE VI - COMPANY POLICY AMOUNTS

For the purpose of determining the Limit of Liability of the Reinsurer, the
limits of liability of the Company with respect to any one policy shall be
deemed not to exceed the minimum financial responsibility limits in the
applicable state.

ARTICLE VII - DEFINITIONS

      (a)   COMPANY'S QUOTA SHARE PERCENTAGE

            This term shall mean the amount of Net Loss the Company shall retain
            for its own account; however, this requirement shall be satisfied if
            this amount is retained by the Company or its affiliated companies
            under common management or common ownership.

      (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.

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

                                      -3-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

      (c)   ESTIMATED NET LOSS

            This term shall mean the sum of the Company's Net Loss and the full
            undiscounted value of reserves for claims and losses (including
            reserves for claims and losses incurred but not reported, as defined
            in the article entitled CONTINGENT COMMISSION or as mutually agreed
            upon between the Company and the Reinsurer) as respects Occurrences
            taking place during each Agreement Year.

      (d)   OCCURRENCE

            This term shall mean each accident or occurrence or series of
            accidents or occurrences arising out of one event, whether involving
            one or several of the Company's policies.

            All bodily injury or property damage arising out of continuous or
            repeated exposure to substantially the same general conditions shall
            be considered as arising out of one occurrence, whether involving
            one or several of the Company's policies.

      (e)   COMPANY'S SUBJECT WRITTEN PREMIUM

            This term shall mean the premium written by the Company including
            policy fees on the business reinsured hereunder, after deduction
            from such premium written of the portion paid for reinsurance which
            inures to the benefit of the Reinsurer.

      (f)   AGREEMENT YEAR

            This term shall mean each twelve month period commencing on October
            1st.

ARTICLE VIII - EXCLUSIONS

This Agreement shall not apply to:

      (a)   Reinsurance assumed by the Company other than reinsurance of pri-
            mary business assumed from affiliated companies;

      (b)   Nuclear incident per the Nuclear Incident Exclusion Clauses -
            Liability and Physical Damage- Reinsurance attached hereto;

      (c)   "Self-insurance" or "self-insured obligations", howsoever styled, of
            the Company, its affiliates or subsidiaries, or any insurance
            wherein the Company, its affiliates or subsidiaries, are named as
            the insured party, either alone or jointly with some other party,
            notwithstanding that no legal liability may arise in respect thereof
            by reason of the fact that the

                                       -4-

                         GENERAL REINSURANCE CORPORATION
<PAGE>
            Company, its affiliates or subsidiaries, may not be obligated by law
            to pay a claim to itself, its affiliates or subsidiaries;

      (d)   Any loss or liability accruing to the Company directly or indirectly
            from any insurance written by or through any pool or association
            including pools and associations in which membership by the Company
            is required under any statutes or regulations and including assigned
            risk pools and funds;

      (e)   Any liability of the Company arising from its participation or
            membership in any insolvency fund;

      (f)   Financial guarantees;

      (g)   Any loss or damage directly or indirectly arising out of, caused by,
            or resulting from war, as described in paragraph (1) below, or any
            act of terrorism, as described in paragraphs (2), (3) and (4) below.
            Such loss or damage is excluded regardless of (i) any other cause or
            event contributing to such loss or damage in any way or at any time,
            or (ii) whether such loss or damage is accidental or intentional.

            (1)   War, whether or not declared, or any act or condition incident
                  to war. War includes civil war, insurrection, rebellion or
                  revolution. War includes any activity that would be included
                  as an "act of terrorism" in paragraphs (2), (3) and (4) below,
                  but for the fact that such activity was perpetrated by an
                  official, employee or agent of a foreign state acting for or
                  on behalf of such state.

            (2)   Any "act of terrorism", as described in paragraphs (3) and (4)
                  below, but only with respect to loss or damage that is not
                  excluded by paragraph (1) above.

            (3)   Any act authorized by a governmental authority for the pur-
                  pose of preventing, terminating, countering or responding to
                  any act or threat of terrorism or for the purpose of
                  preventing or minimizing the consequences of any act or threat
                  of terrorism.

            (4)   An "act of terrorism" means an activity, including the threat
                  of an activity or any preparation for an activity, that (a)
                  causes either (i) damage to property, or (ii) injury to
                  persons; and (b) appears to be intended to: (i) intimidate or
                  coerce a civilian population, or (ii) disrupt any segment of
                  an economy, or (iii) influence the policy of a government by
                  intimidation or coercion, or (iv) affect the conduct of a
                  government by destruction, assassination, kidnapping or
                  hostage-taking, or (v) advance a political, religious or
                  ideological cause; provided, however, that an "act of
                  terrorism" for purposes of this exclusion shall not include
                  any act or threat as described

                                       -5-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

                  above perpetrated by an official, employee or agent of a
                  foreign state acting for or on behalf of such state;

      (h)   Business written on a co-indemnity basis not controlled by the
            Company;

      (i)   Business written to apply in excess of a deductible or self insured
            amount of more than $2,500 or business written to apply specifically
            in excess over underlying insurance;

      (j)   Automobile liability insurance relating to the ownership,
            maintenance, or use of:

            (1)   Automobiles used in or while in practice or preparation for an
                  organized racing or demolition contest or in any stunting
                  activity;

            (2)   Motorcycles, motorized scooters and bicycles, power cycles,
                  and similar motorized vehicles, and any motorized land con-
                  veyance not subject to motor vehicle registration;

      (k)   Allocated and unallocated adjustment expense, which is defined as:


            (1)   Expenditures by the Company, including declaratory judgment
                  expenses, 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 postjudg-
                  ment interest;

            (2)   Any other expenditures by the Company 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;

      (l)   Loss in excess of policy limits, which is defined as a payment made
            to a third party claimant in excess of the policy limit which the
            Company is legally obligated to pay resulting from an action taken
            by the insured or assignee arising from a third party claimant being
            awarded an amount in excess of the Company's policy limit as a
            result of the Company's failure to settle within the policy limit or
            of the Company's alleged or actual negligence or bad faith in
            rejecting an offer of settlement or in the preparation of the
            defense or in the trial of any action against its insured or in the
            preparation or prosecution of an appeal consequent upon such action;

      (m)   Extra contractual obligations, which are defined as any extra or
            non-contractual damages or legal fees and expense attendant to the
            defense thereof, including but not limited to compensatory,
            exemplary and punitive damages or fines or statutory penalties which
            are

                                       -6-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

            awarded against the Company as a result of an act, omission, or
            course of conduct committed by or on behalf of the Company.

ARTICLE IX - MANAGEMENT OF CLAIMS AND LOSSES

The Company shall investigate and settle or defend all claims and losses. When
requested by the Reinsurer, the Company shall permit the Reinsurer, at the
expense of the Reinsurer, to be associated with the Company in the defense or
control of any claim, loss, or legal proceeding which involves or is likely to
involve the Reinsurer. All payments of claims or losses by the Company within
the terms and limits of its policies which are within the limits set forth
herein shall be binding on the Reinsurer, subject to the terms of this
Agreement.

ARTICLE X - RECOVERIES

The Company shall pay to or credit the Reinsurer with the Reinsurer's portion of
any recovery obtained from salvage, subrogation, or other insurance. Adjustment
expense for recoveries shall be deducted from the amount recovered.

The Reinsurer shall be subrogated to the rights of the Company to the extent of
its loss payments to the Company. The Company agrees to enforce its rights of
salvage, subrogation, and its rights against insurers or to assign these rights
to the Reinsurer.

Recoveries shall be apportioned between the parties in the same ratio as the
amounts of their liabilities bear to the loss.

ARTICLE XI - OTHER REINSURANCE

The obligations of the Company to reinsure business falling within the scope of
this Agreement and of the Reinsurer to accept such reinsurance are mandatory and
no other reinsurance (either facultative or treaty) is permitted, except as
provided for below.

The Company may purchase facultative excess of loss reinsurance or facultative
share reinsurance within the liability of the Reinsurer, if, in the underwriting
judgment of the Company, the Reinsurer will be benefited thereby. The Company
may also purchase reinsurance in excess of the limit of this Agreement which
shall inure to the benefit of this Agreement. However, the Company warrants that
it will not cede more than 10% of its net written premium for any reinsurance
other than reinsurance afforded by this Agreement. If such amount exceeds 10%,
the Reinsurer shall have the option to terminate this Agreement in accordance
with the provisions of the article entitled TERMINATION BY THE REINSURER UNDER
SPECIAL CIRCUMSTANCES.

ARTICLE XII - REINSURANCE PREMIUM AND COMMISSION

The Company shall pay to the Reinsurer:

                                       -7-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

      (a)   With respect to business in force at the effective time and date of
            this Agreement, the Reinsurer's Quota Share Percentage of the
            Company's subject unearned premium, calculated on the monthly pro
            rata basis as of the effective time and date of this Agreement; and

      (b)   With respect to business becoming effective at and after the
            effective time and date of this Agreement, the Reinsurer's Quota
            Share Percentage of the Company's Subject Written Premium.

The reinsurance premiums in (a) and (b) above shall be subject to a fixed
commission allowance of 25%.

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, 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-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

      (b)   POSITIVE EXPERIENCE ACCOUNT BALANCE

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

      (e)   STATEMENTS OF CONTINGENT COMMISSION

            As soon as practicable after the end of each Agreement Year, 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 Agreement Year. 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.

                                       -9-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

            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. Annually 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.

ARTICLE XIV - REPORTS AND REMITTANCES

      (a)   IN FORCE PREMIUM

            Within 30 days after the commencement of this Agreement, the Company
            shall render to the Reinsurer a report of the reinsurance premium
            with respect to the business of the Company in force at the
            effective time and date of this Agreement, summarizing the
            reinsurance premium by line of insurance, by term, and by month and
            year of expiration; and the amount due the Reinsurer shall be
            remitted with such report.

      (b)   QUARTERLY REPORTS

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

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

            (2)   The commission allowed on the reinsurance premium 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
                  quarter 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:

                                      -10-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

            (i)   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

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

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

      (c)   OVERDUE AMOUNTS

            If any amount due the Reinsurer becomes overdue:

            (1)   The Company shall pay interest on the overdue amount, based on
                  the yield of the one year constant maturity rate for US
                  Treasury Bills plus 500 basis points applicable at the due
                  date, from the time the amount is overdue to the date on which
                  the payment is made;

            (2)   The Reinsurer shall not be liable for its share of Net Loss
                  paid by the Company as shown on the quarterly report on which
                  the amount due the Reinsurer is overdue.

            Further, if any amount due the Reinsurer becomes more than 15 days
            overdue, the Reinsurer shall have the option to terminate this
            Agreement in accordance with the provisions of the article entitled
            TERMINATION BY THE REINSURER UNDER SPECIAL CIRCUMSTANCES.

      (d)   GENERAL

            In addition to the reports required by (a) and (b) above, the
            Company shall furnish such other information as may be required by
            the Reinsurer for the completion of the Reinsurer's quarterly and
            annual statements and internal records.

            All reports shall be rendered on forms or in format acceptable to
            the Company and the Reinsurer.

            All quarterly reports may be sent to:

            Client Accounting Unit
            General Reinsurance Corporation
            Financial Centre
            P.O. Box 10353
            Stamford, CT 06904-2353

            All reinsurance premiums and any other amounts due the Reinsurer may
            be remitted to the following lockbox address:

                                      -11-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

            General Reinsurance Corporation
            P.O. Box 92555
            Chicago, IL 60675-2555

ARTICLE XV - TERMINATION

Either party may terminate this Agreement at any time after 12:01 A.M., October
1, 2003, 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, and shall return to
the Company the reinsurance premium unearned calculated on the monthly pro rata
basis as of the effective time and date of termination, less the commission
previously allowed thereon.

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. When all
            reinsurance is expired or terminated, the Reinsurer shall return to
            the Company the reinsurance premium unearned, if any, calculated on
            the monthly pro rata basis, less the commission previously allowed
            thereon.

      (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 and shall return to the Company the reinsurance
            premium unearned calculated on the monthly pro rata basis as of the
            effective time and date of termination, less the commission
            previously allowed thereon.

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.

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

                                      -12-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

ARTICLE XVI - TERMINATION BY THE REINSURER UNDER SPECIAL CIRCUMSTANCES

The Reinsurer may also terminate this Agreement at any time in the manner
described under the circumstances set forth below.

      (a)   If the Company cedes more than 10% of its net written premium for
            any reinsurance other than reinsurance afforded by this Agreement,
            the Reinsurer may terminate this Agreement 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.

      (b)   If any amount payable by the Company to the Reinsurer becomes more
            than 15 days overdue, the Reinsurer may terminate this Agreement 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.

      (c)   If the Company is merged or purchased, or if controlling interest is
            sold or changed, the Company shall immediately notify the Reinsurer,
            by registered mail to its principal office, giving details (to the
            extent of its knowledge thereof) of the particulars of such merger,
            purchase, sale, or change. Within 35 days after the date of mailing
            of such notice by the Company, the Reinsurer may terminate this
            Agreement 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. If the Company fails to notify the Reinsurer of
            such merger, purchase, sale, or change, the Reinsurer, within 35
            days after the Reinsurer has acquired knowledge of the merger,
            purchase, sale, or change, may terminate this Agreement 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 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 such event,
the Reinsurer shall return to the Company the reinsurance premium unearned,
calculated on the monthly pro rata basis as of the effective time and date of
termination, less the commission previously allowed thereon and less any other
amounts due from the Company to the Reinsurer.

Further, in any instance that the Reinsurer terminates this Agreement in
accordance with the circumstances described in the immediately preceding
paragraphs, this Agreement shall be deemed to have been terminated by the
Company for purposes of calculating the contingent commission, but under no
circumstances shall the contingent commission percentage payable to the Company
for the entire Agreement exceed 80% of 100%.

                                      -13-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

ARTICLE XVII - ERRORS AND OMISSIONS

The Reinsurer shall not be relieved of liability because of an error or
accidental omission of the Company in reporting any claim or loss or any
business reinsured under this Agreement, provided that the error or omission is
rectified promptly after discovery. The Reinsurer shall be obligated only for
the return of the premium paid for business reported but not reinsured under
this Agreement.

ARTICLE XVIII - SPECIAL ACCEPTANCES

Business not within the terms of this Agreement may be submitted to the
Reinsurer for special acceptance and, if accepted by the Reinsurer, shall be
subject to all of the terms of this Agreement except as modified by the special
acceptance.

ARTICLE XIX - RESERVES AND TAXES

The Reinsurer shall maintain the required reserves as to the Reinsurer's portion
of unearned premium, if any, claims and losses.

The Company shall be liable for all premium taxes on premium ceded to the
Reinsurer under this Agreement. If the Reinsurer is obligated to pay any premium
taxes on this premium, the Company shall reimburse the Reinsurer; however, the
Company shall not be required to pay taxes twice on the same premium.

ARTICLE XX - OFFSET

The Company or the Reinsurer may offset any balance, whether on account of
premium, commission, claims or losses, salvage, or otherwise, due from one party
to the other under this Agreement or under any other agreement heretofore or
hereafter entered into between the Company and the Reinsurer.

ARTICLE XXI - INSPECTION OF RECORDS

The Company shall allow the Reinsurer to inspect, at reasonable times, the
records of the Company relevant to the business reinsured under this Agreement,
including the Company's files concerning claims, losses, or legal proceedings
which involve or are likely to involve the Reinsurer. The Reinsurer's right of
inspection shall continue after the termination of this Agreement.

ARTICLE XXII - ARBITRATION

All unresolved differences of opinion between the Company and the Reinsurer
relating to this Agreement, including its formation and validity, shall be
submitted to arbitration con-

                                      -14-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

sisting of one arbitrator chosen by the Company, one arbitrator chosen by the
Reinsurer, and a third arbitrator chosen by the first two arbitrators.

The party demanding arbitration shall communicate its demand for arbitration to
the other party by registered or certified mail, identifying the nature of the
dispute and the name of its arbitrator, and the other party shall then be bound
to name its arbitrator within 30 days after receipt of the demand.

Failure or refusal of the other party to so name its arbitrator shall empower
the demanding party to name the second arbitrator. If the first two arbitrators
are unable to agree upon a third arbitrator after the second arbitrator is
named, each arbitrator shall name three candidates, two of whom shall be
declined by the other arbitrator, and the choice shall be made between the two
remaining candidates by drawing lots. The arbitrators shall be impartial and
shall be active or retired officers of property or casualty insurance or
reinsurance companies.

The arbitrators shall adopt their own rules and procedures and are relieved from
judicial formalities. In addition to considering the rules of law and the
customs and practices of the insurance and reinsurance business, the arbitrators
shall make their award with a view to effecting the intent of this Agreement.

The decision of the majority of the arbitrators shall be in writing and shall be
final and binding upon the parties.

Each party shall bear the cost of its own arbitrator and shall jointly and
equally bear with the other party the expense of the third arbitrator and other
costs of the arbitration. In the event both arbitrators are chosen by one party,
the fees of all arbitrators shall be equally divided between the parties.

The arbitration shall be held at the times and places agreed upon by the
arbitrators.

ARTICLE XXIII - INSOLVENCY OF THE COMPANY

In the event of the insolvency of the Company, the reinsurance proceeds will be
paid to the Company or the liquidator, with reasonable provision for
verification, on the basis of the claim allowed in the insolvency proceeding
without diminution by reason of the inability of the Company to pay all or part
of the claim, except as otherwise specified in the statutes of any state having
jurisdiction of the insolvency proceedings or except where the Agreement, or
other written agreement, specifically provides another payee of such reinsurance
in the event of insolvency.

The Reinsurer shall be given written notice of the pendency of each claim
against the Company on the policy(ies) reinsured hereunder within a reasonable
time after such claim is filed in the insolvency proceedings. The Reinsurer
shall have the right to investigate each such claim and to interpose, at its own
expense, in the proceeding where such claim is to be adjudicated, any defenses
which it may deem available to the Company or its liquidator. The expense thus
incurred by the Reinsurer shall be chargeable, subject to court approval,

                                      -15-

                         GENERAL REINSURANCE CORPORATION
<PAGE>

against the insolvent Company as part of the expense of liquidation to the
extent of a proportionate share of the benefit which may accrue to the Company
solely as a result of the defense undertaken by the Reinsurer.

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

this 7th day of February, 2001,

                                        SAFE AUTO INSURANCE COMPANY

                                        /s/ Ari Deshe, CEO
                                        ---------------------------

Attest: /s/ Gregory Sutton
        ------------------

and this 6th day of February, 2002.

                                        GENERAL REINSURANCE CORPORATION

                                        /s/ Michael Vagnone
                                        ---------------------------
                                            Vice President

Attest: /s/ Christopher Smith
        ---------------------


                                      -16-

                               AGREEMENT NO. 8937

                         GENERAL REINSURANCE CORPORATION