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                                                                    Exhibit 10.2

                                                                        J. 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 JACQUELINE C. ADAIR (the "Executive").

                                    RECITALS

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

     B.   The Executive desires to provide her 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 Operations Officer and Executive Vice President and will be
primarily responsible for overseeing the implementation of the Company's
business strategy and such other duties, commensurate with her position and
authority, as are reasonably determined, from time to time, by the Company's
Chief Executive Officer (the "CEO") and its Board of Directors (the "Board").
The duties of the Executive shall at all times be subject to the direction,
approval and control of the CEO and the Board. The Executive shall devote her
full business time and effort to the performance of her 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 her 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 $200,000.00 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
her in connection with the performance of her 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 a sports utility vehicle or comparable company car for her
business and/or personal use during the entire term of her employment with
Company. It is the Company's desire to furnish Executive with a vehicle that
meets her reasonable satisfaction; therefore, the Executive shall have prior
approval as to any vehicle purchased for her use. The Company will pay all
expenses associated with or necessary for its operation, including, but not
limited to, any and all repair and gasoline costs. Said Company vehicle 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 vehicle incurring in excess
of 60,000 miles. Executive's use of such vehicle 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 Thousand (20,000) 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 her
executors, administrators, heirs, and assigns) to the fullest extent permitted
by applicable law and the Company's Charter and Bylaws, all as in effect from
time to time.

                                  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.

                (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

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Executive's failure or refusal to materially perform her duties under this
Agreement; (ii) the Executive's failure or refusal to follow material lawful
directions of the CEO or 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) 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 her 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 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

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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 her 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 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 her or her eligible dependents
with all benefit plans and other fringe benefits as described in Section 2.2(a)
(Benefit Plans) that were being provided to the Executive immediately prior to
her termination of employment upon the same terms and conditions as provided to
other senior executives; after twenty-four (24) months, Executive and her or her
eligible dependents

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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.

     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) hereof) 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 her or her 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, she 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,

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as the case may be, which the Executive becomes or became aware of during her or
her employment with the Company.

     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, she 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 her 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 she
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.

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                                    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 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
her 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.

     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

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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:

                  Jacqueline C. Adair

                  7775 Highway 310 West, Como, MS 38619

                  Fax: 901-541-3382

                  E-mail: jackie.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. 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.


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



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