Exhibit
      10.15





**TENTH
      AMENDMENT**




**TO**




**EIGHTH
      AMENDED AND RESTATED LOAN AGREEMENT**




THIS
      TENTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (the "Amendment")
      made and entered into as of the 22 nd day of
      November, 2006, by and among **DIRECT
      GENERAL FINANCIAL SERVICES, INC.,** a
      Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville,
      Tennessee 37217 (f/k/a Direct Financial Services, Inc.) ("DGFS"), **DIRECT
      GENERAL PREMIUM FINANCE COMPANY** ,
      a
      Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville,
      Tennessee 37217 ("DGPFC"; DGFS and DGPFC may be referred to hereinafter either
      individually or collectively as "Borrower"), **DIRECT
      GENERAL CORPORATION** ,
      a
      Tennessee corporation (formerly known as Direct Corporation) ("DGC"), **DIRECT
      GENERAL INSURANCE AGENCY, INC.** ,
      a
      Tennessee corporation, **DIRECT
      GENERAL INSURANCE AGENCY, INC.** ,
      an
      Arkansas corporation, **DIRECT
      GENERAL INSURANCE AGENCY, INC.** ,
      a
      Mississippi corporation, **DIRECT
      GENERAL INSURANCE AGENCY OF LOUISIANA, INC.** ,
      a
      Louisiana corporation, **DIRECT GENERAL
      AGENCY OF KENTUCKY, INC.** ,
      a
      Kentucky corporation, **DIRECT
      ADJUSTING COMPANY, INC.** ,
      a
      Tennessee corporation, **DIRECT
      ADMINISTRATION, INC.** ,
      a
      Tennessee corporation, **DIRECT
      GENERAL INSURANCE AGENCY, INC.** ,
      a Texas
      corporation, **DIRECT
      GENERAL CONSUMER PRODUCTS, INC.** ,
      a
      Tennessee corporation, **FIRST
      TENNESSEE BANK NATIONAL ASSOCIATION** ,
      a
      national banking association organized and existing under the statutes of the
      United States of America, with offices at 165 Madison Avenue, Memphis,
      Tennessee 38103 (in its agency capacity being herein referred to as "Agent,"
      and
      in its individual capacity as "FTBNA"), for itself and as agent for the other
      Banks hereinafter named, **CAPITAL
      ONE, N.A.** (successor by merger to Hibernia National Bank), a national banking association
      organized and existing under the laws of the United States of America, with
      offices at 440 Third Street, Baton Rouge, Louisiana 70801 ("Capital One"), **U.S.
      BANK NATIONAL ASSOCIATION** ,
      a
      national banking association (f/k/a U.S. Bank, N. A., which was f/k/a Mercantile
      Bank National Association) with offices located at 150 4 th Avenue
      N., Nashville, Tennessee 37219 ("U.S. Bank"), **CAROLINA
      FIRST BANK** ,
      a state
      bank formed under the laws of the State of South Carolina with offices located
      at 104 S. Main, Greenville, South Carolina 29601 ("Carolina First"), **JPMORGAN
      CHASE BANK, N.A.** (successor
      by merger to Bank One, NA (Main Office Chicago) **** a
      national banking association with offices located at 451 Florida Street, Mail
      Code LA2-2714, Baton Rouge, Louisiana 70801 ("JPMorgan"), **REGIONS
      BANK** ,
      an
      Alabama state banking association with offices located at 417 N. 20 th Street,
      Birmingham, Alabama 35203 ("Regions"), **NATIONAL
      CITY BANK OF KENTUCKY** ,
      a
      national banking association with offices located at 101 S. Fifth Street,
      37 th Floor,
      Louisville, Kentucky 40202 ("National City Bank"), **FIFTH
      THIRD BANK, N.A. (Tennessee)** ,
      a
      national banking association organized and existing under the laws of the United
      States of America, with offices located at 810 Crescent Centre Drive, Suite
      160,
      Franklin, Tennessee 37067 ("Fifth Third"), and **MIDFIRST
      BANK** ,
      a
      national banking association with offices located at 501 N.W. Grand
      Boulevard, Oklahoma City, Oklahoma 73118 ("MidFirst") (FTBNA, Capital One,
      U.S. Bank, Carolina First, JPMorgan, and Regions collectively, the "Original
      Banks") (the Original Banks, National City Bank, Fifth Third and MidFirst
      collectively the "Banks," and each individually, a "Bank").











Recitals
      of Fact




Pursuant
      to that certain Eighth Amended and Restated Loan Agreement dated as of October
      31, 2002 (the "Original Loan Agreement") among the Original Banks, DGFS and
      the
      other parties named therein, the Original Banks agreed to make loans and
      advances to DGFS on a revolving credit basis in an aggregate amount not to
      exceed One Hundred Fifteen Million Dollars ($115,000,000.00), evidenced by
      individual revolving credit notes to each Bank for the respective Facility
      Commitments set out in the Original Loan Agreement, each with a termination
      date
      of June 30, 2004 (collectively, the "October 2002 Notes").




Pursuant
      to that certain First Amendment to Eighth Amended and Restated Loan Agreement
      dated as of March 31, 2003 (the "First Amendment") among the Original Banks,
      DGFS and the other parties named therein, the Facility Commitment for Regions
      was increased to a maximum principal amount of Twenty-Five Million Dollars
      ($25,000,000.00), and the total Commitment of the Original Banks was increased
      to a maximum aggregate principal amount of One Hundred Twenty-Five Million
      Dollars ($125,000,000.00).




Pursuant
      to that certain Second Amendment to Eighth Amended and Restated Loan Agreement
      dated as of May 28, 2003 (the "Second Amendment") among the Original Banks,
      National City Bank, DGFS and the other parties named therein, the Facility
      Commitment for Carolina First was increased to a maximum principal amount of
      Fifteen Million Dollars ($15,000,000.00); the Facility Commitment for Bank
      One
      was increased to a maximum principal amount of Thirty-Five Million Dollars
      ($35,000,000.00); National City Bank was added as a Bank with a Facility
      Commitment of a maximum principal amount of Fifteen Million Dollars
      ($15,000,000.00); and the total Commitment of the Banks was increased to a
      maximum aggregate principal amount of One Hundred Sixty Million Dollars
      ($160,000,000.00).




Pursuant
      to that certain Third Amendment to Eighth Amended and Restated Loan Agreement
      dated as of June 30, 2003 (the "Third Amendment"") among the Banks, DGFS and
      the
      other parties named therein, the Facility Commitment for Hibernia (now known
      as
      Capital One) was increased to a maximum principal amount of Twenty Million
      Dollars ($20,000,000.00); the Facility Commitment for U.S. Bank was increased
      to
      a maximum principal amount of Thirty Million Dollars ($30,000,000.00); Fifth
      Third was added as a Bank with a Facility Commitment of a maximum principal
      amount of Ten Million Dollars ($10,000,000.00); and the total Commitment of
      the
      Banks was increased to a maximum aggregate principal amount of One Hundred
      Eighty Million Dollars ($180,000,000.00).




Pursuant
      to that certain Fourth Amendment to Eighth Amended and Restated Loan Agreement,
      dated on or about July 17, 2003 (the "Fourth Amendment") among the Banks, DGFS
      and the other parties named therein, the Loan Agreement was modified to allow
      DGC to pay dividends after the closing of its initial public offering of
      stock.




Pursuant
      to that certain Fifth Amendment to Eighth Amended and Restated Loan Agreement,
      dated as of November 26, 2003 (the "Fifth Amendment") among the Banks, DGFS
      and
      the other parties named therein, the Facility Commitment for FTBNA was increased
      to a maximum principal amount of Forty Million Dollars ($40,000,000.00), the
      total Commitment of the Banks was increased to a maximum aggregate principal
      amount of One Hundred Ninety Million Dollars ($190,000,000.00), and other
      modifications were made to the Loan Agreement.






2




Pursuant
      to that certain Sixth Amendment to Eighth Amended and Restated Loan Agreement,
      dated as of June 30, 2004 (the "Sixth Amendment"), among the Banks, DGFS, DGPFC
      and other parties named therein, DGPFC was added as a Borrower under the Banks'
      respective Facility Commitments, DGPFC was added as a party to the Loan
      Agreement, the Seventh Amended and Restated Security Agreement as defined
      therein, and to other documents evidencing or securing the Loan (the Loan
      Agreement and all security documents collectively referred to as the "Security
      Documents"), the Banks extended the maturity date of the Loan to June 30, 2007,
      and other modifications were made to the Loan Agreement, the Seventh Amended
      and
      Restated Security Agreement defined therein and certain other loan and security
      documents.




Pursuant
      to that certain Seventh Amendment to Eighth Amended and Restated Loan Agreement
      dated as of December 3, 2004 (the "Seventh Amendment"), DGFS and DGPFC
      obtained a Swing Line Loan up to an amount of Thirty Million Dollars
      ($30,000,000.00) from FTBNA as part of the credit facilities governed by the
      Loan Agreement.




Pursuant
      to that certain Eighth Amendment to Eighth Amended and Restated Loan Agreement
      dated as of June 30, 2006 (the “Eighth Amendment”), the Banks agreed to extend
      the Loan Termination Date for their Facility Commitments, provide for future
      increases in certain of the Facility Commitments, admitted MidFirst Bank as
      a
      Bank hereunder, and made other modifications of the Loan Agreement, all as
      set
      forth in the Eighth Amendment.




Pursuant
      to that certain Ninth Amendment to Eighth Amended and Restated Loan Agreement
      dated as of November 22, 2006 (the “Dated Date”) but with an Effective Date as
      defined therein (the “Ninth Amendment;” the Original Loan Agreement, as amended
      thereby, and by the First Amendment, the Second Amendment, the Third Amendment,
      the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh
      Amendment, and the Eighth Amendment, referred to hereinafter as the "Loan
      Agreement"), the Banks agreed to make certain modifications of the Loan
      Agreement, all as set forth in the Ninth Amendment, some of which (the
      termination of the Regions and MidFirst Facility Commitments) were intended
      to
      become effective on the Dated Date, and some of which would become effective
      only on the Effective Date upon the occurrence of certain conditions related
      to
      the Merger Transaction and the Bear Stearns Facilities as such terms are
      described in the Ninth Amendment.




The
      Banks
      have been asked to enter into a further amendment of the Loan Agreement in
      order
      to evidence more clearly the termination of the Regions and MidFirst Facility
      Commitments as of November 22, 2006; to increase the Facility Commitment of
      Carolina First from $15,000,000 to $30,000,000 as of November 22, 2006; and
      to
      make other modifications to the Loan Agreement as set forth herein.




NOW,
      THEREFORE, in consideration of the premises as set forth in the Recitals of
      Fact, the mutual covenants and agreements hereinafter set out, and other good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, it is agreed by the parties as follows:






3




Agreements




SECTION
      I
      - GENERAL TERMS




1.  All
      capitalized terms used and not defined herein shall have the meaning ascribed
      to
      them in the Loan Agreement.




2.  To
      induce
      the Banks to enter into this Amendment, the Borrower does hereby absolutely
      and
      unconditionally, certify, represent and warrant to the Banks, and covenant
      and
      agree with the Banks, that:




(a)  All
      representations and warranties made by the Borrower in the Loan Agreement,
      as
      amended hereby; in the Seventh Amended and Restated Security Agreement dated
      as
      of October 31, 2002, as thereafter amended from time to time, between the
      Borrower and Agent (the "Security Agreement"); and in all other loan documents
      (all of which are herein sometimes called the "Loan Documents"), are true,
      correct and complete in all material respects as of the date of this
      Amendment.




(b)  As
      of the
      date hereof and with the execution of this Amendment, there are no existing
      events, circumstances or conditions which constitute, or would, with the giving
      of notice, lapse of time, or both, constitute Events of Default.




(c)  There
      are
      no existing offsets, defenses or counterclaims to the obligations of the
      Borrowers as set forth in the New Notes, the Security Agreement, the Loan
      Agreement, or in any other Loan Document executed by the Borrower, in connection
      with the Loan.




(d)  Neither
      Borrower has any existing claim for damages against the Banks arising out of
      or
      related to the Loan; and, if and to the extent (if any) that the Borrowers
      or
      any of them have or may have any such existing claim (whether known or unknown),
      the Borrower do each hereby forever release and discharge, in all respects,
      the
      Banks with respect to such claim.




(e)  The
      Loan
      Documents, as amended by this Amendment, are valid, genuine, enforceable in
      accordance with their respective terms, and in full force and
      effect.




SECTION
      II -- LOAN AGREEMENT AMENDMENTS




1.  The
      following definitions shall be added to Section 1.1 of the Loan Agreement in
      alphabetical order:




(a)  “Trust
      Preferred Facility” means the Trust Preferred Securities guaranteed by DGC in
      the aggregate original principal amount of $30,000,000.






4




2.  Section
      6.11 of the Loan Agreement (as set forth in the Sixth Amendment to Eighth
      Amended and Restated Loan Agreement) shall be deleted in its entirety and the
      following inserted in lieu thereof:




“6.11  **Minimum
      Consolidated Net Income** **.** Maintain, beginning December 31, 2006, as to DGC on a consolidated basis, on
      a
      rolling four (4) quarter basis, as of the end of each fiscal quarter net income
      after taxes (GAAP basis) of at least Twenty-Four Million Dollars
      ($24,000,000.00).”




III.
      MISCELLANEOUS




1.  All
      terms
      and provisions of the Loan Agreement, as heretofore amended, which are
      inconsistent with the provisions of this Amendment are hereby modified and
      amended to conform hereto; and, as so modified and amended, the Loan Agreement
      is hereby ratified, approved and confirmed. Except as otherwise may be expressly
      provided herein, this Amendment shall become effective as of the date set forth
      in the initial paragraph hereof.




2.  All
      references in all Loan Documents (including, but not limited to, the New Notes,
      the Security Agreement, and the Loan Agreement) to the "Loan Agreement" shall,
      except as the context may otherwise require, be deemed to constitute references
      to the Loan Agreement as amended hereby. All references in the Loan Documents
      (including, but not limited to, the Security Agreement and the Loan Agreement)
      to the "Notes" shall, except as the context may otherwise require, be deemed
      to
      constitute references to the Notes as such term is defined herein.




3.  MidFirst
      Bank joins herein solely for the purpose of terminating its Facility Commitment
      as of November 22, 2006 and withdrawing, on such date, as a Bank under the
      Loan
      Agreement and related documents.




4.  Regions
      Bank joins herein solely for the purpose of terminating its Facility Commitment
      as of November 22, 2006 and withdrawing, on such date, as a Bank under the
      Loan
      Agreement and related documents.




5.  Exhibit
      “B” to the Loan Agreement, as set forth in the Eighth Amendment, is hereby
      deleted in its entirety, and the schedule attached hereto marked Revised Exhibit
      “B” shall be inserted in lieu thereof.




6.  Exhibits
      "E" and "H" to the Loan Agreement, as set forth in the Eight Amendment, are
      hereby deleted in their entirety, and the schedules attached hereto marked **Revised
      Exhibit "E"** and **Revised Exhibit "H"** shall be
      inserted in lieu thereof.









**[SEPARATE
      SIGNATURE PAGES FOLLOW]**







5


SIGNATURE
      PAGE


TO


TENTH
      AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT









IN
      WITNESS WHEREOF, the Borrowers, the Guarantors, the Banks and the Agent have
      caused this Amendment to be executed by their duly authorized officers, all
      as
      of the day and year first above written.




BORROWERS:









**DIRECT
      GENERAL FINANCIAL SERVICES,**


**INC.** , a
      Tennessee corporation




By: /s/Brian
      G. Moore


Brian
      G.
      Moore, President




**DIRECT
      GENERAL PREMIUM FINANCE**


**COMPANY** , a
      Tennessee corporation




By: /s/Brian
      G. Moore


Brian
      G.
      Moore, President




GUARANTORS:




**DIRECT
      GENERAL CORPORATION** ,


a
      Tennessee corporation




By: /s/William
      J. Harter


William
      J. Harter,


Senior
      Vice-President




**DIRECT
      GENERAL INSURANCE AGENCY,**


**INC.** , a
      Tennessee corporation




By: /s/William
      J. Harter


William
      J. Harter,


Senior
      Vice-President






**[SIGNATURE
      PAGE CONTINUED]**




Exhibit
          "B" -
          2


**DIRECT
      GENERAL INSURANCE AGENCY,**


**INC.** , an
      Arkansas corporation




By: /s/William
      J. Harter


William
      J. Harter,


Senior
      Vice-President




**DIRECT
      GENERAL INSURANCE AGENCY,**


**INC.** , a
      Mississippi corporation




By: /s/William
      J. Harter


William
      J. Harter,


Senior
      Vice-President




**DIRECT
      GENERAL INSURANCE AGENCY**


**OF
      LOUISIANA, INC.** , a
      Louisiana corporation




By: /s/William
      J. Harter


William
      J. Harter,


Senior
      Vice-President




**DIRECT
      GENERAL AGENCY OF**


**KENTUCKY,
      INC.** , a
      Kentucky corporation




By: /s/William
      J. Harter


William
      J. Harter,


Senior
      Vice-President




**DIRECT
      ADJUSTING COMPANY, INC.** ,


a
      Tennessee corporation




By: /s/J.
      Todd Hagely


J.
      Todd
      Hagely,


Senior
      Vice-President and Chief Financial Officer




**DIRECT
      ADMINISTRATION, INC.** ,


a
      Tennessee corporation




By: /s/J.
      Todd Hagely


J.
      Todd
      Hagely,


Senior
      Vice-President and Chief Financial Officer






**[SIGNATURE
      PAGE CONTINUED]**




Exhibit
          "B" -
          2


**DIRECT
      GENERAL INSURANCE AGENCY,**


**INC.** , a
      Texas
      corporation




By: /s/William
      J. Harter


William
      J. Harter,


Senior
      Vice-President




**DIRECT
      GENERAL CONSUMER**


**PRODUCTS,
      INC.** , a
      Tennessee corporation




By: /s/J.
      Todd Hagely


J.
      Todd
      Hagely, President






BANKS:




**FIRST
      TENNESSEE BANK NATIONAL**


**ASSOCIATION**




By: /s/Sam
      Jenkins


Title:
      Senior Vice President




**CAPITAL
      ONE, N.A.**




By: /s/Janet
      Rack


Title:
      Senior Vice President




**U.S.
      BANK NATIONAL ASSOCIATION**




By:___________________________________


Title:__________________________________




**CAROLINA
      FIRST**  **BANK**




By:___________________________________


Title:__________________________________




**JPMORGAN
      CHASE BANK, N.A.**




By: /s/Robert
      Bond


Title:
      Senior Vice President






**[SIGNATURE
      PAGE CONTINUED]**




Exhibit
          "B" -
          2


**REGIONS
      BANK**




By: /s/Nathan
      Raines


Title:
      Senior Vice President




**NATIONAL
      CITY BANK OF KENTUCKY**




By: /s/
      Kevin Anderson


Title:
      Senior Vice President




**FIFTH
      THIRD BANK, N.A. (Tennessee)**




By: /s/Justin
      Fontenont


Title:
      Officer




**MIDFIRST
      BANK**




By: /s/Shawn
      Brewer


Title:
      Vice President






AGENT:




**FIRST
      TENNESSEE BANK NATIONAL**


**ASSOCIATION**




By: /s/Sam
      Jenkins


Title:
      Senior Vice President









Exhibit
            "B" -
            2


**REVISED
      EXHIBIT "B"**




FACILITY
      COMMITMENTS OF THE BANKS




AS
      OF
      NOVEMBER 22, 2006




Revolving
      Facility Commitments







First
                Tennessee Bank National Association
            
            $
            40,000,000.00*Capital One
            
            
            20,000,000.00U.
                S. Bank National Association
            
            
            30,000,000.00Regions
                Bank
            
            
            -0-Carolina
                First Bank
            
            
            30,000,000.00National
                City Bank
            
            
            15,000,000.00Fifth
                Third Bank
            
            
            10,000,000.00JPMorgan
                Chase Bank, N.A.
            
            
            35,000,000.00MidWest
                Bank
            
            
            -0-**TOTAL:**
            
            **$**
            **180,000,000.00**





*  Includes
      $30,000,000.00 Swing Line Commitment of First Tennessee Bank National
      Association.









AS
      OF
      JANUARY 1, 2007




Revolving
      Facility Commitments







First
                Tennessee Bank National Association
            
            $
            40,000,000.00*Capital One
            
            
            25,000,000.00U.
                S. Bank National Association
            
            
            30,000,000.00Carolina
                First Bank
            
            
            30,000,000.00National
                City Bank
            
            
            20,000,000.00Fifth
                Third Bank
            
            
            15,000,000.00JPMorgan
                Chase Bank, N.A.
            
            
            35,000,000.00**TOTAL:**
            
            **$**
            **195,000,000.00**





*  Includes
      $30,000,000.00 Swing Line Commitment of First Tennessee Bank National
      Association.












Exhibit
            "B" -
            2
 2100000-0
            12/18/2006


**REVISED
      EXHIBIT "E"**




BORROWING
      BASE CERTIFICATE




AS
      OF
      ____ DAY OF _______________, 20___







TOTAL
                RECEIVABLES FROM POLICYHOLDERS FOR PRIOR REPORT
            $_______________ADD:New
                Contracts
            $_______________LESS:Cash
                Payments
            ($________________)**TOTAL
                RECEIVABLES**
              FROM
                POLICYHOLDERS FOR THIS REPORT**:**
            $_______________LESS
                INELIGIBLE RECEIVABLES:Amounts
                Insured with Insurance Companies with an A.M. Best Rating
              not
                in compliance with Section 8.13 of the Loan Agreement
            ($_______________)Past
                Due Receivables (See clause (a)(iv) of definition of Eligible
              Receivables.)
            ($_______________)Receivables
                in Ineligible States
            ($_______________)Unearned
                Interest, Finance Charges or Service Charges
            ($_______________)PLUS
                RECEIVABLES FROM INSURERS QUALIFYING UNDER
              CLAUSE (b)
                OF DEFINITION OF "ELIGIBLE RECEIVABLES"
            $_______________**SUBTOTAL:**Eligible Receivables (See Section 1.1)
            $_______________TIMES
                ADVANCE RATE
            x
                85%**TOTAL
                AVAILABILITY**
            $_______________LESS
                LOAN OUTSTANDING****(not
                to exceed $180,000,000.00)
            ($_______________)**NET
                LOAN AVAILABILITY**
            **$_______________**


The
      undersigned each certifies and warrants that the foregoing Borrowing Base
      Certificate is true and accurate, based upon the definitions set out in Sections
      1.1 and 1.2 of the Loan Agreement.




DATED
      this ____ day of ___________________, 20__.




DIRECT
      GENERAL FINANCIAL


SERVICES
      INC.




By:_______________________________


Title:______________________________




DIRECT
      GENERAL PREMIUM


FINANCE
      COMPANY




By:
      ________________________________


Title:
      _______________________________







Revised
            Exhibit "E" -
            1


**REVISED
      EXHIBIT "H"**




COMPLIANCE
      CERTIFICATE




The
      undersigned, the duly authorized officers of DIRECT GENERAL FINANCIAL SERVICES
      INC., a Tennessee corporation, DIRECT GENERAL PREMIUM FINANCE COMPANY, a
      Tennessee corporation (together, the "Borrower"), and DIRECT GENERAL
      CORPORATION, a Tennessee corporation ("DGC"), pursuant to that certain Eighth
      Amended and Restated Loan Agreement dated as of September 30, 2002, as
      subsequently amended (the "Loan Agreement"), among Borrower, DGC, other
      guarantors therein named, First Tennessee Bank National Association, Memphis,
      Tennessee, as agent and as bank ("Agent"), and the Banks named therein
      ("Banks"), certifies to said Agent and Banks, in accordance with the terms
      and
      provisions of said Loan Agreement, as follows:




1.  All
      of the representations and warranties set forth in Section 5 of the Loan
      Agreement are and remain true and correct on and as of the date of this
      Certificate with the same effect as though such representations and warranties
      had been made on and as of this date.




2.  As
      of the date hereof, the Borrower and DGC are in full compliance with all of
      the
      terms and provisions set forth in the Loan Agreement and all of the instruments
      and documents executed in connection therewith, and no Event of Default, as
      specified in Section 8 of the Loan Agreement, nor any event which, upon
      notice, lapse of time or both, would constitute an Event of Default, has
      occurred or is continuing.




3.  As
      used herein, the term "Affiliated Insurers" shall have the meaning ascribed
      thereto in the Loan Agreement.




4.
      As of
      _________________, 20__ (the date of the most recent financial statement
      furnished by Borrower and Affiliated Insurers to Agent), the ratios listed
      in
      the Loan Agreement are as follows:




ACTUAL
            COVENANT**AFFIRMATIVE
                COVENANTS (AS TO BORROWER):**Section
                6.13
            Tangible
                Net Worth
            ____________
            >$9,500,000Section
                6.14
            Ratio
                of Eligible Receivables to Debt
            ____________
            >1.05:1.00Section
                6.15
            Ratio
                of Unearned Premiums to Loan Amount
            ____________
            >1.1:1.0**AFFIRMATIVE
                COVENANTS (AS TO DGC):**Section
                6.11
            Minimum
                Consolidated Net Income
            ____________
            >$24,000,000Section
                6.12
            Loan
                Amount to Net Worth
            ____________
            <1.75:1.00Section
                6.13
            Tangible
                Net Worth
            ____________
            >$200,000,000**Section
                6.16
            Debt
                Service Coverage
            ____________
            >1.50:1.00









Exhibit
          "H" -
          1





**EVENTS
                OF DEFAULT AS MEASURED ON AFFILIATED INSURERS:**Section
                8.4
            Capital
                Adequacy Ratio
            ____________
            Event
                of Default if
              ≥4.00
                to 1.00Section
                8.5
            Liquidity
                Ratio
            ____________
            Event
                of Default if
              <1.0:1.0Section
                8.6
            Minimum
                Capital Surplus
            ____________
            Event
                of Default if
              <$150,000,000.00Section
                8.8
            Risk
                Based Capital*
            ____________
            Event
                of Default if
              <250%





**FUNDED
                DEBT / EBITDA CALCULATION:**-
                Funded Debt / EBITDA Ratio: (Choose one)_______
            Greater
                than 2.0 to 1.0
            (Actual
                Ratio:_________________)_______
            Less
                than 2.0 to 1.0
            (Actual
                Ratio:_________________)




*
      Measured Annually




**
      Adjusted as provided in Section 6.13.




The
      undersigned certify and warrant that the foregoing ratios have been computed
      from the figures contained in Borrower's, DGC's and Affiliated Insurers'
      financial statement of the date hereinabove indicated, based upon the
      definitions set out in Sections 1.1, 1.2 and 1.3 of the Loan
      Agreement.




DATED
      this ____ day of ______________________, 20__.




DIRECT
      GENERAL FINANCIAL


SERVICES
      INC.




By:________________________________


Title:_______________________________




DIRECT
      GENERAL PREMIUM


FINANCE
      COMPANY




By:
      _______________________________


Title:
      ______________________________




DIRECT
      GENERAL CORPORATION




By:________________________________


Title:______________________________
















Exhibit
      "H"  -  2