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                                                                    Exhibit 10.1

                                                                        W. ADAIR


                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
this 21st day of July 2003, between DIRECT GENERAL CORPORATION, a Tennessee
corporation (the "Company") and WILLIAM C. ADAIR (the "Executive").


                                    RECITALS


     A.   It is the desire of the Company to continue the employment of the
          Executive as its Chief Executive Officer and President as described in
          this Agreement.

     B.   The Executive desires to provide his services to the Company on the
          terms set forth in this Agreement.

     C.   The independent directors of the Company's Board of Directors have
          approved this Agreement as it relates to the Executive's compensation.

         NOW, THEREFORE, in consideration of the foregoing, and of the
respective covenants and agreements set forth below, the parties hereto agree as
follows:

                                    ARTICLE I
                                SERVICES AND TERM

         1.1. TERM. Subject to the termination provisions set forth in Section
3.1, the Company will employ the Executive and the Executive accepts employment
with the Company for a period of five (5) years (the "Term") commencing on the
date of the completion of the initial public offering of Company's stock (the
"Effective Date").

         1.2. SERVICES. During the Term, the Executive will serve as the
Company's Chief Executive Officer and President and will be primarily
responsible for overseeing the implementation of the Company's business strategy
and such other duties, commensurate with his position and authority, as are
reasonably determined, from time to time, by the Company's Board of Directors
(the "Board"). The duties of the Executive shall at all times be subject to the
direction, approval and control of the Board. The Executive shall devote his
full business time and effort to the performance of his duties hereunder.

         1.3. PERSONAL. During this Agreement, it shall not be a violation of
this Agreement for Executive to (i) serve on corporate, civic or charitable
boards or committees; (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions; or (iii) manage personal investments or
companies in which personal investments are made so long as such activities do
not significantly interfere with the performance of Executive's responsibilities
with the Company and which companies are not in direct competition with or
otherwise conflict with the interests of the Company or its subsidiaries. Any
income incurred by Executive outside the scope of his employment and permitted
pursuant to the provisions hereof, shall inure to the benefit of Executive, and
the Company shall not claim any entitlement thereto; provided, however, that any
income derived by Executive related to the business of the Company or its
subsidiaries, including, without limitation, cash or equity compensation for
serving on boards of directors of companies in which the Company or its
subsidiaries has a



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significant investment, shall be paid over to the Company as and when received
unless otherwise agreed upon in writing by the parties.

                                   ARTICLE II
                              COMPENSATION PACKAGE

         2.1. CASH COMPENSATION.

                  (a) BASE SALARY. During the Term, the Company will pay the
Executive an annual base salary of at least $500,000.00 for each twelve-month
period of the Term. The Executive's base salary shall be payable in accordance
with the normal payroll procedures of the Company. The Company's Board of
Directors or Compensation Committee shall annually review such base salary and
may increase such base salary.

                  (b) BONUS OPPORTUNITY. The Executive shall be eligible for the
payment of a bonus and to participate in such bonus program, option program or
other form of equity participation as the Compensation Committee of the
Company's Board of Directors may determine, in its sole discretion, based on
Executive's performance and the Company's business and financial condition and
operating results achieved.

         2.2 BENEFITS.

                  (a) BENEFIT PLANS. During the Term, the Executive shall be
eligible to participate in such medical, dental, health, retirement, savings,
welfare and life and disability insurance plans (including supplemental
retirement and savings plans) generally made available from time to time to
senior executives of the Company (subject to the usual terms of such plans), and
to receive other fringe benefits on terms and conditions that are at least as
favorable as the fringe benefits generally provided to other senior executives
of the Company at the time such other fringe benefits, if any, are made
available to them.

                  (b) PAID TIME OFF AND OTHER PAID LEAVE. During the term of
this Agreement, Executive shall be entitled to a minimum of 24 days of paid time
off ("PTO") annually, which shall accrue in accordance with the Company's PTO
policy applicable to all full-time employees as in effect from time to time. In
addition, Executive shall be entitled to paid time off for the same holidays as
other employees of the Company.

                  (c) BUSINESS EXPENSES. The Company will promptly pay or
reimburse the Executive for all reasonable business-related expenses incurred by
him in connection with the performance of his duties hereunder upon presentation
of written documentation, subject, however, to the Company's reasonable policies
relating to business-related expenses as in effect from time to time.

                  (d) COMPANY CAR AND EXPENSES. The Company will provide
Executive with vehicles for his business and personal use during the entire term
of his employment with Company. It is the Company's desire to furnish Executive
with vehicle(s) that meet his reasonable satisfaction; therefore, the Executive
shall have prior approval as to any vehicles purchased for his use. The Company
will pay all expenses associated with or necessary for such vehicles operation,
including, but not limited to, any and all repair and gasoline costs. Said
Company vehicles will be replaced on a regular basis in accordance with the
Company's policy and procedures then in effect, but in any event upon the
vehicles incurring in excess of 60,000 miles. Executive's use of such vehicles
and Company's payment of related operation expenses may be subject to applicable
state and federal withholding taxes. In such event, Executive agrees that
Executive will pay the taxes through the Company's usual and customary payroll
tax deductions.

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         2.3. STOCK OPTIONS.

         In accordance with the provisions of the Company's 2003 Equity
Incentive Plan (the "2003 Plan") and the specific authorization of the Committee
(as that term is defined in the 2003 Plan), the Company will grant to the
Executive stock options for the purchase of Twenty Five Thousand (25,000) shares
of Company Common Stock ("Option Stock"). The effective date of such grant shall
be the date of the Company's initial public offering of its Common Stock ("IPO")
and the per share exercise price for said ISOs shall be equal to the Fair Market
Value (as defined in the 2003 Plan) of the Common Stock on the effective date of
the grant. The options shall vest in five (5) equal annual installments, with
the first annual installment vesting on the first anniversary of the date of
grant of the options. The options to be granted pursuant to this paragraph are
intended to qualify as incentive stock options ("ISOs") under the terms of the
2003 Plan, to the maximum extent permitted by law and applicable regulations.
Executive understands that the Committee may designate a portion of the options
granted under this paragraph to be non-qualified options, if necessary to comply
with applicable law and regulations related to ISOs. The options to be granted
pursuant to this paragraph shall be subject to such other terms and conditions
that are consistent with the 2003 Plan, as determined by the Committee in its
sole discretion, and such terms and conditions shall be reflected in one or more
option agreement(s) entered into between Executive and the Company pursuant to
the 2003 Plan. Notwithstanding anything to the contrary contained in this
Agreement or the 2003 Plan, all options to acquire Option Stock shall
irrevocably vest thirty (30) calendar days prior to the scheduled consummation
of a Change of Control (as defined herein by reference to the 2003 Plan). If any
change(s) in the federal income tax laws materially affect tax treatment of
Employee with respect to an option or the Option Stock, the parties agree to
negotiate in good faith to reach an agreement that will take advantage of, or
minimize the disadvantages of, such changes. As used in this Agreement, "Change
of Control" shall have the same meaning as provided in the 2003 Plan.

         2.4. INDEMNIFICATION. The Company shall indemnify Executive (and his
executors, administrators, heirs and assigns), to the fullest extent permitted
by applicable law and the Company's Charter and Bylaws.

                                  ARTICLE III
                             TERMINATION OF SERVICES

         3.1. TERMINATION. Executive's employment with the Company hereunder may
be terminated by the Company or the Executive, as applicable, at any time prior
to the end of the Term for any of the following reasons:

                  (a) DISABILITY. The Company may terminate the Executive's
employment hereunder upon the failure of the Executive to render services to the
Company on a full-time basis for a continuous period of six (6) months because
of the Executive's physical or mental disability or illness ("Disability"),
provided such termination does not otherwise violate applicable law. If there
should be a dispute between the parties as to the Executive's physical or mental
disability, such dispute shall be settled by the opinion of an impartial
reputable physician agreed upon for such purpose by the parties or their
representatives. If the parties are unable to agree upon a physician within 30
days after one party submits the name of a physician to the other party, then
the selection of a physician for the purposes of this paragraph shall be
submitted to arbitration in accordance with Section 5.4 (Disputes) hereof. The
certificate of such physician as to the matter in dispute shall be final and
binding on the parties.

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                  (b) FOR CAUSE. The Company may terminate this Agreement and
the Executive's employment hereunder for Cause. For purposes of this Agreement,
"Cause" shall mean: (i) the Executive's failure or refusal to materially perform
his duties under this Agreement; (ii) the Executive's failure or refusal to
follow material lawful directions of the Board or any other act of material
insubordination on the part of Executive; (iii) the engaging by the Executive in
misconduct, including but not limited to any type of sexual harassment, which
misconduct is materially and demonstrably injurious to the Company or any of its
divisions, subsidiaries or affiliates, monetarily or otherwise; (iv) the
Executive's conviction of, or plea of guilty or nolo contendere with respect to
a felony (other than a traffic violation); or (v) the commission (or attempted
commission) of any act of fraud or dishonesty by the Executive which is
materially detrimental to the business or reputation of the Company or any of
its divisions, subsidiaries or affiliates.

                  (c) WITHOUT CAUSE OR FOR GOOD REASON.

                          (i) The Company may terminate the Executive's
employment hereunder without Cause upon thirty (30) days written notice to the
Executive.

                          (ii) The Executive may terminate his employment
hereunder for Good Reason upon thirty (30) days written notice to the Company.

                           "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent), of any one of the following acts by the Company, or
failures by the Company to act:

                                    (I)      the assignment to the Executive of
                                             any duties inconsistent with the
                                             Executive's status as an executive
                                             officer of the Company (including
                                             by reason of the Company becoming a
                                             subsidiary of another company) or a
                                             substantial adverse alteration in
                                             the nature or status of the
                                             Executive's title or
                                             responsibilities from those in
                                             effect as of the date hereof;

                                    (II)     a reduction by the Company in the
                                             Executive's annual base salary or
                                             annual bonus opportunity as set
                                             forth in the Agreement or as the
                                             same may thereafter be increased
                                             from time to time, or a failure to
                                             provide the Executive with
                                             participation in any stock option
                                             or other equity-based plan in which
                                             other employees of the Company (and
                                             any parent, surviving or acquiring
                                             company) participate on a basis
                                             that does not unreasonably
                                             discriminate against the Executive
                                             as compared to such other employees
                                             who have similar levels of
                                             responsibility and compensation;

                                    (III)    the relocation of the Executive's
                                             principal place of employment to a
                                             location more than fifty (50) miles
                                             from the Executive's principal
                                             place of employment as of the date
                                             hereof, except for required travel
                                             and overnight stays on the
                                             Company's business to an extent
                                             substantially consistent with the
                                             Executive's business travel
                                             obligations as of the date hereof;
                                             or

                                    (IV)     any material breach by the Company
                                             of its obligations under this
                                             Agreement.

                  The Executive's right to terminate the Executive's employment
         for Good Reason shall not be affected by the Executive's incapacity due
         to physical or mental illness. Except as provided

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         above, the Executive's continued employment shall not constitute
         consent to, or a waiver of rights with respect to, any act or failure
         to act constituting Good Reason hereunder. The Executive may resign for
         Good Reason only if such Executive provides the thirty (30) days
         written Notice of Termination to the Company, as described in Section
         3.1(c)(ii) above, within three months of the Executive becoming aware
         that the basis for such Good Reason exists.

                  (d) DEATH. The Executive's employment hereunder shall
         automatically terminate on the death of the Executive.

         3.2. PAYMENT ON TERMINATION BY COMPANY FOR CAUSE. In the event that
Executive's employment is terminated by the Company for Cause pursuant to
Section 3.1(b) hereof, Executive shall be entitled to receive the following
payments not later than twenty (20) business days after the date of termination:

                  (a) payment of any earned but unpaid salary accrued through
         and including the date of termination;

                  (b) payment of accrued, but unused, PTO time; and

                  (c) reimbursement of any unreimbursed business expenses
         incurred prior to the date of termination.

         3.3. PAYMENT ON TERMINATION BY COMPANY WITHOUT CAUSE OR BY EXECUTIVE
FOR GOOD REASON. Subject to the Executive's continuing compliance with the
covenants contained in Article IV of this Agreement (the "Covenants") and the
execution by the Executive of a customary binding general waiver and release of
claims (the "Release"), in the event that the Executive's employment is
terminated by the Company without Cause pursuant to Section 3.1(c)(i) hereof or
by the Executive for Good Reason pursuant to 3.1(c)(ii) hereof, then the
Executive, or the Executive's estate in the event of his death following such
termination, shall be entitled to receive the following less any required
withholdings:

                  (a) payment of any earned, but unpaid salary accrued through
         and including the date of termination;

                  (b) payment of (i) any earned but unpaid annual bonus from a
         previous calendar year and (ii) any earned but unpaid amounts that may
         be paid under any company long term incentive plans to be paid
         according to the terms of such plans;

                  (c) payment of the bonus amounts which would have been awarded
         for the then current year pursuant to Section 2.1(b) (Bonus
         Opportunity), pro-rated based on the actual number of days elapsed in
         the year in which Executive's termination takes place;

                  (d) continued payment of Executive's most recent salary for a
         period of twenty- four (24) months from the date of termination;

                  (e) payment of accrued, but unused PTO time;

                  (f) reimbursement any unreimbursed business expenses, or
         automobile expenses incurred prior to the date of termination;

                  (g) for twenty-four (24) months from the date of termination,
         the Company shall continue to provide Executive and his or his eligible
         dependents with all benefit plans and other


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         fringe benefits as described in Section 2.2(a) (Benefit Plans) that
         were being provided to the Executive immediately prior to his
         termination of employment upon the same terms and conditions as
         provided to other senior executives; after twenty-four (24) months,
         Executive and his or his eligible dependents shall be eligible for
         COBRA benefits for eighteen (18) months or such longer period as
         provided by COBRA; and

                  (h) immediate amendment to any outstanding option
         agreement(s), pursuant to which any stock options of the Company have
         been granted to Executive, to provide that (i) 100% of such options
         shall immediately vest and (ii) may be exercised within three (3) years
         of Executive's termination date; provided, however, that if such
         amendment to extend the term for the exercise of such options would
         disqualify the ISO status of any such options, Executive may elect that
         any such option agreement(s) not be amended to the extent necessary to
         maintain the tax qualified status of such ISOs.

                  (i) in the event Executive's employment is terminated in
         connection with a Change of Control, the Company shall make an
         additional payment of a lump sum amount equal to (a) three times his
         annual salary as in effect at the time plus (b) three times the highest
         amount of his bonus paid to Executive within the three years preceding
         such termination.

                  In the event that the termination of Executive's employment is
         for one of the reasons set forth in Section 3.1(c) (Without Cause or
         For Good Reason) and the aggregate of all payments or benefits made or
         provided to Executive under Section 3.3 and under all other plans and
         programs of the Company (the "Aggregate Payment") is determined to
         constitute a Parachute Payment, as such term is defined in Section
         280G(b)(2) of the Internal Revenue Code, the Company shall pay to
         Executive, prior to the time any excise tax imposed by Section 4999 of
         the Internal Revenue Code ("Excise Tax") is payable with respect to
         such Aggregate Payment, an additional amount which, after the
         imposition of all income and excise taxes thereon, is equal to the
         Excise Tax on the Aggregate Payment. The determination of whether the
         Aggregate Payment constitutes a Parachute Payment and, if so, the
         amount to be paid to the Executive and the time of payment pursuant to
         this Section 3.3 shall be made by an independent auditor (the
         "Auditor") jointly selected by the Company and Executive and paid by
         the Company. The Auditor shall be a nationally recognized United States
         public accounting firm which has not, during the two years preceding
         the date of its selection, acted in any way on behalf of the Company or
         any Affiliate thereof. If Executive and the Company cannot agree on the
         firm to serve as the Auditor, then Executive and the Company shall each
         select one accounting firm and those two firms shall jointly select the
         accounting firm to serve as the Auditor.

                  In the event of any termination of employment under Section
         3.1(c), Executive shall be under no obligation to seek other
         employment, and there shall be no offset against amounts due Executive
         under this Employment Agreement on account of any remuneration
         attributable to any subsequent employment.

                  Any amounts due under this Section 3.3 are in the nature of
         severance payments in amounts considered to be reasonable by the
         Company and are not in the nature of a penalty.


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         3.4. PAYMENT ON TERMINATION DUE TO DEATH OR DISABILITY. Company shall
make the following payments to Executive in the event of termination due to
Disability (as defined in Section 3.1(a) of this Agreement) or to Executive's
estate in the event of Executive's Death: the payments set forth in Sections
3.3(a), (b), (c) (d), (e) and (f). In the event of Death following Disability,
amounts remaining to be paid under this section shall be paid to Executive's
estate.

                                   ARTICLE IV
                                    COVENANTS

         4.1. NON-COMPETITION.

                (a) During the Term. The Executive covenants and agrees that
during the Term, the Executive shall not directly or indirectly own an interest
in, operate, join, control, advise, consult to, work for, serve as a director or
manager of, have a financial interest, or participate in any corporation,
partnership, proprietorship, firm, association, person, or other entity that
engages or is planning to be engaged in the business of writing, issuing,
underwriting, selling, distributing or re-insuring personal property and
casualty or life insurance products or any other business in which the Company
is engaged during the Term (the "Business"). This Covenant applies to each state
or territory in which the Company is doing Business or is making an active
effort to do Business during the Term.

                (b) During Post-Termination Period. The Executive covenants and
agrees that for a period of twenty-four (24) months (the "Post-Termination
Period"), following a termination of his or his employment by the Company
without Cause pursuant to Section 3.1(c)(i) hereof, or by the Executive for Good
Reason pursuant to Section 3.1(c)(ii) hereof, the Executive shall not directly
or indirectly own an interest in, operate, join, control, advise, consult to,
work for, serve as a director or manager of, have a financial interest, or
participate in any corporation, partnership, proprietorship, firm, association,
person, or other entity that engages or is planning to be engaged in the
business of writing, issuing, underwriting, selling, distributing or re-insuring
non-standard personal automobile insurance or any other business in which the
Company is engaged at the time of such termination of Executive's employment
(the "Pre-Termination Business"). This Covenant applies to each state or
territory in which the Company is doing such Pre-Termination Business or is
making an active effort to do such Pre-Termination Business at the time the
Executive's employment with the Company is terminated.

                  (c) Passive Investments Permitted. This non-competition
Covenant does not prohibit the passive ownership, during either the Term or
during the Post-Termination Period, of less than five percent (5%) of the
outstanding stock or debt of any corporation, the securities of which are
publicly traded, as long as the Executive is not otherwise in violation of this
Section 4.1.

         4.2 NO DIVERSION. The Executive covenants and agrees that (i) during
the Term and (ii) during the Post-Termination Period, he shall not divert or
attempt to divert or take advantage of or attempt to take advantage of any
actual or potential Business or Pre-Termination Business opportunities, as the
case may be, which the Executive becomes or became aware of during his or his
employment with the Company.

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         4.3. NON-RECRUITMENT. The Executive agrees that the Company has
invested substantial time and effort in assembling its present workforce.
Accordingly, the Executive covenants and agrees that during the Term and the
Post-Termination Period, he shall not directly or indirectly entice or solicit
(other than pursuant to general, non-targeted public media advertisements) or
seek to induce or influence any of the Company's Employees to leave their
employment.

         4.4. NON-DISCLOSURE. This Agreement hereby incorporates by reference in
its entirety that certain Confidentiality Agreement entered into between the
Company and the Executive as of January 22, 2003 (the "Confidentiality
Agreement").

         4.5. TERMINATION FOR CAUSE. Executive agrees that if his employment is
terminated for Cause pursuant to Section 3.1 (b) hereof, Executive shall be
bound (i) to the Covenants set forth in Sections 4.2 (No Diversion) and 4.3
(Non-Recruitment) hereof, for the duration of the Post-Termination Period, (ii)
to the Covenant set forth in Section 4.4 (Non-Disclosure) hereof for the
duration on the Post-Termination Period or the term of the Confidentiality
Agreement, whichever period is longer, and (iii) to the Covenants set forth in
Subsections (b) and (c) of Section 4.1 (Non-Competition) hereof for a duration
of six (6)months following such termination.

         4.6. INJUNCTIVE REMEDIES. The Executive acknowledges that should he
violate any of the Covenants, it will be difficult to determine the resulting
damages to the Company and, in addition to any other remedies it may have, and
notwithstanding the provisions of Section 5.4 (Disputes) hereof, the Company
shall be entitled to temporary injunctive relief, up to such time as the
arbitration proceedings provided by Section 5.4 hereof have been completed,
without being required to post a bond.

         The Company may elect to seek one or more of these injunctive remedies
at its sole discretion on a case-by-case basis. Failure to seek any or all
remedies in one situation does not restrict the Company from seeking any such
remedies in another situation. Such action by the Company or Executive shall not
constitute a waiver of any of its or the Executive's other rights hereunder.

         4.7. SEVERABILITY AND MODIFICATION OF ANY UNENFORCEABLE COVENANT. It is
the parties' intent that each of the Covenants be read and interpreted with
every reasonable inference given to its enforceability. However, without
limiting the generality of Section 5.5 (Severability, Enforceability) hereof, it
is also the parties' intent that if any term, provision or condition of the
Covenants is held to be invalid, void or unenforceable, the remainder of the
provisions thereof shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. Finally, it is also the parties' intent that
if it is determined any of the Covenants are unenforceable because of over
breadth, then the covenant shall be modified so as to make it reasonable and
enforceable under the prevailing circumstances.

         4.8. TOLLING. In the event of the breach by Executive of any Covenant
the running of the period of restriction shall be automatically tolled and
suspended for the amount of time that the breach continues, and shall
automatically recommence when the breach is remedied so that the Company shall
receive the benefit of Executive's compliance with the Covenants. This paragraph
shall not apply to any period for which the Company is awarded and receives
actual monetary damages for breach by the Executive of a Covenant with respect
to which this paragraph applies.

                                   ARTICLE V
                                  MISCELLANEOUS

         5.1. SUCCESSORS. This Agreement shall inure to the benefit of the
Company and its successors and assigns, as applicable and to the benefit of
Executive's personal or legal representatives, executors, administrators or
heirs. If the Company shall merge or consolidate with or into, or transfer
substantially

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all of its assets, including goodwill, to another corporation or
other form of business organization, this Agreement shall be binding on, and run
to the benefit of, the successor of the Company resulting from such merger,
consolidation, or transfer. The Executive shall not assign, pledge, or encumber
his interest in this Agreement, or any part thereof, without the prior written
consent of the Company, and any such attempt to assign, pledge or encumber any
interest in this Agreement shall be null and void and shall have no effect
whatsoever.

         5.2. GOVERNING LAW. This Agreement is being made and executed in and is
intended to be performed in the State of Tennessee and shall be governed,
construed, interpreted and enforced in accordance with the substantive laws of
the State of Tennessee, without regard to the conflict of laws principles
thereof.

         5.3. ENTIRE AGREEMENT. This Agreement, the Confidentiality Agreement
referenced in Section 4.4 (Non-Disclosure) hereof, and any stock option or other
incentive award agreement(s) entered into between Executive and the Company
under the Company's 1996 Employee Stock Incentive Plan or its 2003 Equity
Incentive Plan comprise the entire agreement between the parties hereto relating
to the subject matter hereof and as of the Effective Date, supersedes, cancels
and annuls all other previous agreements between the Company (and/or its
predecessors) and the Executive, as the same may have been amended or modified,
and any right of the Executive under such other previous agreement, other than
for compensation accrued thereunder as of the date hereof, and supersedes,
cancels and annuls all other prior written and oral agreements between the
Executive and the Company or any predecessor to the Company. The terms of this
Agreement and the other agreements identified in this paragraph are intended by
the parties to be the final expression of their agreement with respect to the
employment of the Executive by the Company and may not be contradicted by
evidence of any other prior or contemporaneous agreement.

         5.4. DISPUTES.

                (a) Any dispute or controversy arising under, out of, in
connection with or in relation to this Agreement, including any claims for
discrimination or other similar violation of federal law, shall be finally
determined and settled by arbitration in Shelby County Tennessee, in accordance
with the rules and procedures of the American Arbitration Association, and
judgment upon the award may be entered in any court having jurisdiction thereof.

                (b) If any arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Agreement,
in addition to any other relief that may be granted, the prevailing party shall
be entitled to recover reasonable attorneys' fees and other costs incurred in
that action or proceeding; provided that with respect to any arbitration
proceeding, the amount of such recovery may be limited in whole or in part as
may be determined by the arbitrators.


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         5.5. SEVERABILITY, ENFORCEABILITY. If any provision of this Agreement,
or the application thereof to any person, place, or circumstance, shall be held
to be invalid, unenforceable, or void by the final determination of an
arbitration proceeding mandated by Section 5.4 (Disputes) hereof or, if
applicable, a court of competent jurisdiction in any jurisdiction and all
appeals therefrom shall have failed or the time for such appeals shall have
expired, as to that jurisdiction and subject to this Section 5.5, such clause or
provision shall be deemed eliminated from this Agreement, but the remaining
provisions shall nevertheless be given full force and effect. In the event this
Agreement or any portion hereof is more restrictive than permitted by the law of
the jurisdiction in which enforcement is sought, this Agreement or such portion
shall be limited in that jurisdiction only, and shall be enforced in that
jurisdiction as so limited to the maximum extent permitted by the law of that
jurisdiction.

         5.6. NOTICES. Any notice, request, claim, demand, document and other
communication hereunder to any party shall be effective upon receipt (or refusal
of receipt) and shall be in writing and delivered personally or sent by
facsimile (with confirmation), electronic mail, commercial courier service, or
U.S. certified or registered mail, postage prepaid, as follows:

                  If to the Company:

                  Direct General Corporation

                  Attention: General Counsel or Vice President - Human Resources

                  1281 Murfreesboro Road

                  Nashville, TN 37217

                  Fax: (615) 366-3722

                  E-mail: ron.wilson@directins.com

                   or to such other facsimile number, address or addresses as
the Company may specify to Executive in writing from time to time.

                  If to the Executive:

                  William C. Adair

                  7775 Highway 310 West, Como, MS 38619

                  Fax: 901-541-3382

                  E-mail: Tammy.Adair@directins.com

                  or to such other facsimile number or address or addresses as
Executive may specify to the Company in writing from time to time.

         5.7. COUNTERPARTS. This Agreement may be executed by facsimile and in
several counterparts, each of which shall be deemed to be an original, but all
of which together will constitute one and the same Agreement. If executed by
facsimile, within five (5) business days after the parties exchange signed
facsimiles, each party shall provide to the other party the originally signed
Agreement or counterpart.

         5.8. AMENDMENTS; WAIVERS. This Agreement may not be modified, amended,
or terminated except by an instrument in writing, approved by the Board (or the
Committee, if related to compensation matters) and signed by the Executive and
the Company. By an instrument in writing similarly executed, the Executive or
the Company may, with the approval of the Board (or the Committee, if related to
compensation matters), waive compliance by the other party or parties with any
provision of this Agreement that such other party was or is obligated to comply
with or perform; provided, however, that such waiver shall not operate as a
waiver of, or estoppel with respect to, any other or subsequent failure.


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<PAGE>

No failure to exercise and no delay in exercising any right, remedy or power
hereunder shall preclude any other or further exercise of any other right,
remedy or power provided herein or by law or in equity.

         5.9. NO INCONSISTENT ACTIONS. The parties hereto shall not voluntarily
undertake any action inconsistent with, or voluntarily undertake or fail to
undertake any action or course of action to avoid or evade, the provisions or
essential intent of this Agreement. Furthermore, it is the intent of the parties
hereto to act in a fair and reasonable manner with respect to the interpretation
and application of the provisions of this Agreement.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written, to become effective on the
Effective Date as provided in Section 1.1 (Term) hereof.



DIRECT GENERAL CORPORATION                  EXECUTIVE


By: /s/ Barry D. Elkins
   -------------------------------------    /s/ William C. Adair
                                            ------------------------------------
Name:  Barry D. Elkins                      William C. Adair
       ---------------------------------
Title: Senior Vice President and CFO
       ---------------------------------


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