X0202 4 2007-03-30 1 0001023031 DIRECT GENERAL CORP DRCT 0001336302 Hagely John Todd 1281 MURFREESBORO ROAD NASHVILLE TN 37217 0 1 0 0 Sr. VP and CFO Common Stock 2007-03-30 4 D 0 9294 21.25 D 0 D Employee Stock Option (Right to Buy) 21.00 2007-03-30 4 D 0 30000 D 2013-08-11 Common Stock 30000 0 D Employee Stock Option (Right to Buy) 18.05 2007-03-30 4 D 0 20000 D 2015-08-15 Common Stock 20000 0 D Pursuant to the terms of the Agreement and Plan of Merger by and among Elara Holdings, Inc., Elara Merger Corporation, and Issuer (the "Merger Agreement"), each share of common stock was cancelled and converted into the right to receive a cash payment of $21.25 per share. Pursuant to the terms of the Merger Agreement, this option, which provided for vesting in five equal annual installments beginning on August 11, 2004, was cancelled and converted into an option to purchase 637 shares of common stock of Elara Holdings, Inc. for $988.24 per share on the same terms as the cancelled option. Pursuant to the terms of the Merger Agreement, this option, which provided for vesting in five equal annual installments beginning on August 15, 2005, was cancelled and converted into an option to purchase 425 shares of common stock of Elara Holdings, Inc. for $849.42 per share on the same terms as the cancelled option. /s/ John Todd Hagely 2007-03-30