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SEVENTH AMENDMENT
TO  SEVENTH AMENDED AND RESTATED SECURITY AGREEMENT
 th DIRECT GENERAL
FINANCIAL SERVICES, INC., DIRECT GENERAL PREMIUM
FINANCE COMPANY FIRST TENNESSEE BANK
NATIONAL ASSOCIATION CAPITAL ONE BANK, N.A. U.S. BANK
NATIONAL ASSOCIATION REGIONS BANK CAROLINA FIRST BANK JPMORGAN CHASE BANK, N.A. NATIONAL CITY BANK OF KENTUCKY FIFTH THIRD BANK, N.A. (Tennessee) MIDFIRST BANK
 Recitals of Fact




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Agreements
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(i)
    
    dated as of June 30, 2006, in the
principal sum of Forty Million Dollars ($40,000,000.00),
executed by Grantor and payable to the order of FTBNA;(ii)
    
    dated as of June 30, 2006, in the
principal sum of Thirty Million Dollars ($30,000,000.00),
executed by Grantor and payable to the order of FTBNA (said
note evidencing a swing line loan which is a portion of the
foregoing $40,000,000.00 debt to FTBNA);(iii)
    
    dated as of June 30, 2006, in the
principal sum of Twenty-Five Million Dollars ($25,000,000.00),
executed by Grantor and payable to the order of Capital One;(iv)
    
    dated as of June 30, 2006, in the
principal sum of Thirty Million Dollars ($30,000,000.00),
executed by Grantor and payable to the order of U.S. Bank;(v)
    
    dated as of June 30, 2006, in the
principal sum of Thirty Million Dollars ($30,000,000.00),
executed by Grantor and payable to the order of Regions;(vi)
    
    dated as of June 30, 2006, in the
principal sum of Twenty Million Dollars ($20,000,000.00),
executed by Grantor and payable to the order of Carolina
First;(vii)
    
    dated as of June 30, 2006, in the
principal sum of Twenty Million Dollars ($20,000,000.00),
executed by Grantor and payable to the order of National City
Bank;(viii)
    
    dated as of June 30, 2006, in the principal sum of Fifteen
Million Dollars ($15,000,000.00), executed by Grantor and
payable to the order of Fifth Third;(ix)
    
    dated as of June 30, 2006, in the
principal sum of Thirty-Five Million Dollars ($35,000,000.00),
executed by Grantor and payable to the order of JPMorgan; and(x)
    
    dated as of June 30, 2006, in the
principal sum of Ten Million Dollars ($10,000,000.00),
executed by Grantor and payable to the order of MidFirst Bank;
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[SEPARATE SIGNATURE PAGES FOLLOW]
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GRANTOR:DIRECT GENERAL FINANCIAL SERVICES, INC., 
a Tennessee corporationBy:

/s/ Brian G. MooreBrian G. Moore, President DIRECT GENERAL PREMIUM FINANCE COMPANY, 
a Tennessee corporationBy:

/s/ Brian G. MooreBrian G. Moore, President BANKS: FIRST TENNESSEE BANK NATIONAL ASSOCIATIONBy:

/s/
Sam JenkinsTitle:
    Senior Vice President CAPITAL ONE BANK, N.A.By:

/s/
Janet O. RackTitle:
    Senior
Vice President U.S. BANK NATIONAL ASSOCIATIONBy:

/s/ Eric
CosgroveTitle:

Assistant
Vice President CAROLINA FIRST BANKBy:

/s/ Charles
D. ChamberlainTitle:

Executive
Vice President [SIGNATURE PAGE CONTINUED]
 S-1




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BANKS (continued): JPMORGAN CHASE BANK, N.A.By:

/s/ Robert
D. BondTitle:
    Senior
Vice President REGIONS BANKBy:

/s/ Nathan
RainesTitle:
    Senior
Vice President NATIONAL CITY BANK OF KENTUCKYBy:

/s/ Kevin
L. AndersonTitle:
    Senior
Vice President FIFTH THIRD BANK, N.A. (Tennessee)By:

/s/ Justin
P. FontenotTitle:

Corporate
Officer MIDFIRST BANKBy:

/s/ Shawn
D. BrewerTitle:
    Vice
President AGENT:FIRST TENNESSEE BANK NATIONAL ASSOCIATIONBy:

/s/
Sam JenkinsTitle:

Senior Vice President S-2