AGREEMENT AND PLAN OF MERGER among ALFA CORPORATION, ALFA MUTUAL INSURANCE COMPANY, ALFA MUTUAL FIRE INSURANCE COMPANY and ALFA DELAWARE MERGER SUB, INC. Dated as of November 4, 2007Agreement and Plan of Merger • November 5th, 2007 • Alfa Corp • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of November 4, 2007, among Alfa Corporation, a Delaware corporation (the “Company”), Alfa Mutual Insurance Company, an Alabama corporation (“AMI”), Alfa Mutual Fire Insurance Company, an Alabama corporation (“AMF”) (AMI and AMF are together, the “Mutual Group”), and Alfa Delaware Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
STOCK OPTION AGREEMENT UNDER THE ALFA CORPORATIONStock Option Agreement • May 27th, 2005 • Alfa Corp • Fire, marine & casualty insurance
On , The Board of Directors of Alfa (the “Board”) approved the issuance to you of options (“Options”) to purchase shares of Alfa Common Stock under the ALFA CORPORATION 2005 AMENDED AND RESTATED STOCK INCENTIVE PLAN, as said Plan may be subsequently amended and restated, (the “Plan”).
MANAGING GENERAL AGENT’S AGREEMENTGeneral Agent’s Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
This Managing General Agent’s Agreement (this “Agreement”) is made effective the 1st day of January, 2005 (the “Effective Date”), by and between ALFA VISION INSURANCE CORPORATION, an Alabama stock insurance company (the “Insurer”), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (the “MGA”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2006 • Alfa Corp • Fire, marine & casualty insurance • Alabama
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“this Amendment”) dated as of May 21, 2004 (the “Effective Date”), is entered into by and among ALFA CORPORATION, a Delaware corporation (“ALFA”), ALFA FINANCIAL CORPORATION, an Alabama corporation (“Financial”), ALFA LIFE INSURANCE CORPORATION, an Alabama corporation (“Life”), ALFA INSURANCE CORP., an Alabama corporation (“AIC”), ALFA GENERAL INSURANCE CORP., an Alabama corporation (“General”; ALFA, Financial, Life, AIC and General are sometimes together referred to as the “Initial Participating Entities”; ALFA and the Initial Participating Entities, together with all entities that hereafter become Participating Entities, being hereafter sometimes together referred to as the “Borrowers”), AMSOUTH BANK, an Alabama banking corporation (“AmSouth”), and the various lenders identified on the signature pages hereto (collectively, with all other persons that may from time to time hereafter become Lenders under the Credit Ag
FIRST AMENDMENT TO THE AMENDED AND RESTATED INSURANCE POOLING AGREEMENTInsurance • March 14th, 2007 • Alfa Corp • Fire, marine & casualty insurance
This First Amendment (“Amendment”) is to that certain Amended and Restated Insurance Pooling Agreement (“Pooling Agreement”), bearing an effective date of January 1, 2007, and is made and agreed to between Alfa Mutual Insurance Company (“AMI”), and Alfa Mutual Fire Insurance Company, Alfa Mutual General Insurance Company, Alfa Specialty Insurance Corporation, Alfa Insurance Corporation, Alfa General Insurance Corporation and Alfa Vision Insurance Corporation (hereinafter sometimes referred to as the “Associate Companies”).
SECOND AMENDMENT TO THE AMENDED AND RESTATED INSURANCE POOLING AGREEMENTInsurance • March 14th, 2007 • Alfa Corp • Fire, marine & casualty insurance
This Second Amendment (“Amendment”) is to that certain Amended and Restated Insurance Pooling Agreement (“Pooling Agreement”), bearing an effective date of January 1, 2007, and is made and agreed to between Alfa Mutual Insurance Company (“AMI”), and Alfa Mutual Fire Insurance Company, Alfa Mutual General Insurance Company, Alfa Specialty Insurance Corporation, Alfa Insurance Corporation, Alfa General Insurance Corporation, Alfa Alliance Insurance Corporation and Alfa Vision Insurance Corporation (hereinafter sometimes referred to as the “Associate Companies”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance • Georgia
This Agreement contemplates a transaction in which (a) the Buyer will purchase a substantial part of the assets (and assume certain of the liabilities) of the Seller related to such equipment leasing business (the “OFC Business”), and (b) the parties will enter into certain other agreements related to the OFC Business.
AMENDMENT NO. 2 TO LLC INTEREST PURCHASE AGREEMENTLLC Interest Purchase Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
THIS AMENDMENT NO. 2 TO LLC INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 29th day of December, 2004, by and among ALFA CORPORATION, a Delaware corporation (“Buyer”). ALFA MERGER SUB, LLC, a Tennessee limited liability company (“Merger Sub”). JOHN CHARLES RUSSELL, an individual resident of the State of Tennessee (“John Russell”). CAROL LYNN RUSSELL, an individual resident of the State of Tennessee (“Carol Russell”). THE TRUSTS IDENTIFIED ON THE SIGNATURE PAGES HERETO (the “Seller Trusts”). THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC., a Tennessee not-for-profit corporation (the “Foundation”) (John Russell, Carol Russell, the Seller Trusts and the Foundation are, collectively, “Sellers”), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (“Vision”).
AMENDED AND RESTATED TAX ALLOCATION AGREEMENT OF ALFA CORPORATIONTax Allocation Agreement • August 9th, 2006 • Alfa Corp • Fire, marine & casualty insurance
WHEREAS, such Affiliated Group will file a U.S. consolidated income tax return for its taxable year ending December 31, 2006, and is required to file consolidated tax returns for subsequent years; and
INSURANCE POOLING AGREEMENT BETWEEN ALFA MUTUAL INSURANCE COMPANY AND ALFA MUTUAL FIRE INSURANCE COMPANY ALFA MUTUAL GENERAL INSURANCE COMPANY ALFA INSURANCE CORPORATION ALFA GENERAL INSURANCE CORPORATION ALFA SPECIALTY INSURANCE CORPORATION ALFA...Insurance Pooling Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance
This Agreement is made by and between Alfa Mutual Insurance Company and certain of its associated companies signatory hereto by means of exhibits setting forth the interests and liabilities of the parties, attached hereto and made a part of this Agreement. Alfa Mutual Insurance Company is hereinafter referred to as “AMI”, and the remaining parties hereto are hereinafter referred to as the “Associate Companies” or as the “Associate Company,” as the context requires.
AMENDED AND RESTATED TAX ALLOCATION AGREEMENT OF ALFA CORPORATIONTax Allocation Agreement • March 14th, 2007 • Alfa Corp • Fire, marine & casualty insurance
WHEREAS, such Affiliated Group will file a U.S. consolidated income tax return for its taxable year ending December 31, 2007, and is required to file consolidated tax returns for subsequent years; and
Consent LetterAlfa Corp • November 5th, 2007 • Fire, marine & casualty insurance
INSURANCE POOLING AGREEMENT BETWEEN ALFA MUTUAL INSURANCE COMPANY AND ALFA MUTUAL FIRE INSURANCE COMPANY ALFA MUTUAL GENERAL INSURANCE COMPANY ALFA INSURANCE CORPORATION ALFA GENERAL INSURANCE CORPORATION ALFA SPECIALTY INSURANCE CORPORATION ALFA...Insurance Pooling Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
This Agreement is made by and between Alfa Mutual Insurance Company and certain of its associated companies signatory hereto by means of exhibits setting forth the interests and liabilities of the parties, attached hereto and made a part of this Agreement. Alfa Mutual Insurance Company is hereinafter referred to as “AMI”, and the remaining parties hereto are hereinafter referred to as the “Associate Companies” or as the “Associate Company,” as the context requires.
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance
This Amendment No. 3 to Asset Purchase Agreement (this “Amendment”) is made as of December 5, 2005 by and between Alfa Financial Corporation, an Alabama corporation (the “Seller”), and OFC Servicing Corporation, a Georgia corporation (the “Buyer”). The Buyer and the Seller are referred to collectively as the “Parties.”
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT among ALFA CORPORATION and certain of its affiliates, as Borrowers, AMSOUTH BANK, as Lead Arranger and Administrative Agent AND WACHOVIA BANK, N.A. As Documentation Agent AND SUNTRUST...Credit Agreement • August 9th, 2006 • Alfa Corp • Fire, marine & casualty insurance • Alabama
THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“this Amendment”) dated as of May 19, 2006 (the “Effective Date”), is entered into by and among ALFA CORPORATION, a Delaware corporation (“ALFA”), ALFA FINANCIAL CORPORATION, an Alabama corporation (“Financial”), ALFA LIFE INSURANCE CORPORATION, an Alabama corporation (“Life”), ALFA INSURANCE CORP., an Alabama corporation (“AIC”), ALFA GENERAL INSURANCE CORP., an Alabama corporation (“General”), ALFA VISION INSURANCE CORPORATION, an Alabama corporation (“Vision”; ALFA, Financial, Life, AIC, General and Vision are sometimes together referred to as the “Initial Participating Entities”; ALFA and the Initial Participating Entities, together with all entities that hereafter become Participating Entities, being hereafter sometimes together referred to as the “Borrowers”), AMSOUTH BANK, an Alabama banking corporation (“AmSouth”), and the various lenders identified on the signature pages hereto (collectively, with all other p
THIRD AMENDMENT TO THE AMENDED AND RESTATED ALFA INSURANCE POOLING AGREEMENTAlfa Insurance Pooling Agreement • May 9th, 2007 • Alfa Corp • Fire, marine & casualty insurance
This Third Amendment (“Amendment”) is to that certain Amended and Restated Insurance Pooling Agreement (“Pooling Agreement”), as same may be amended from time to time and is made and agreed to between and among Alfa Mutual Insurance Company (“AMI”), and Alfa Mutual Fire Insurance Company, Alfa Mutual General Insurance Company, Alfa Specialty Insurance Corporation, Alfa Insurance Corporation, Alfa General Insurance Corporation, Alfa Alliance Insurance Corporation and Alfa Vision Insurance Corporation (hereinafter sometimes referred to as the “Associate Companies”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT among ALFA CORPORATION and certain of its affiliates, as Borrowers, AMSOUTH BANK, as Lead Arranger and Administrative Agent, AND KEYBANK NATIONAL ASSOCIATION, as Documentation Agent, AND SOUTHTRUST BANK as...Credit Agreement • August 9th, 2006 • Alfa Corp • Fire, marine & casualty insurance • Alabama
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“this Amendment”) dated as of May 20, 2005 (the “Effective Date”), is entered into by and among ALFA CORPORATION, a Delaware corporation (“ALFA”), ALFA FINANCIAL CORPORATION, an Alabama corporation (“Financial”), ALFA LIFE INSURANCE CORPORATION, an Alabama corporation (“Life”), ALFA INSURANCE CORP., an Alabama corporation (“AIC”), ALFA GENERAL INSURANCE CORP., an Alabama corporation (“General”; ALFA, Financial, Life, AIC and General are sometimes together referred to as the “Initial Participating Entities”; ALFA and the Initial Participating Entities, together with all entities that hereafter become Participating Entities, being hereafter sometimes together referred to as the “Borrowers”), AMSOUTH BANK, an Alabama banking corporation (“AmSouth”), and the various lenders identified on the signature pages hereto (collectively, with all other persons that may from time to time hereafter become Lenders under the Credit A
RESTRICTED STOCK AGREEMENT UNDER THE ALFA CORPORATIONRestricted Stock Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
On , 2005, (Grant Date) The Board of Directors of Alfa Corporation approved the grant to you of Restricted Shares of Alfa Corporation stock under the Alfa Corporation 2005 Amended and Restated Stock Incentive Plan (The “Plan”).
AMENDED AND RESTATED TAX ALLOCATION AGREEMENT OF ALFA CORPORATIONTax Allocation Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
WHEREAS, such Affiliated Group will file a U.S. consolidated income tax return for its taxable year ending December 31, 2003, and is required to file consolidated tax returns for subsequent years; and
POST-CLOSING ADJUSTMENT AGREEMENTPost-Closing Adjustment Agreement • May 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance
This Post-Closing Adjustment Agreement (this “Adjustment Agreement”) is made as of April 26, 2006 by and between Alfa Financial Corporation, an Alabama corporation (the “Seller”), and OFC Servicing Corporation, a Georgia corporation (the “Buyer”). The Buyer and the Seller are referred to collectively as the “Parties.”
AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance
This Amendment No. 4 to Asset Purchase Agreement (this “Amendment”) is made as of December 31, 2005 by and between Alfa Financial Corporation, an Alabama corporation (the “Seller”), and OFC Servicing Corporation, a Georgia corporation (the “Buyer”). The Buyer and the Seller are referred to collectively as the “Parties.”
AMENDMENT NO. 1 TO LLC INTEREST PURCHASE AGREEMENT, CONVERTING TO A PLAN OF MERGERPlan of Merger • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
THIS AMENDMENT NO. 1 TO LLC INTEREST PURCHASE AGREEMENT, CONVERTING TO A PLAN OF MERGER (this “Amendment”) is made and entered into as of the 15th day of December, 2004, by and among ALFA CORPORATION, a Delaware corporation (“Buyer”), ALFA MERGER SUB, LLC, a Tennessee limited liability company (“Merger Sub”), JOHN CHARLES RUSSELL, an individual resident of the State of Tennessee (“John Russell”), CAROL LYNN RUSSELL, an individual resident of the State of Tennessee (“Carol Russell”), THE TRUSTS IDENTIFIED ON THE SIGNATURE PAGES HERETO (the “Seller Trusts”), THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC., a Tennessee not-for-profit corporation (the “Foundation”) (John Russell, Carol Russell, the Seller Trusts and the Foundation are, collectively, “Sellers”), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (“Vision”).
AMENDED AND RESTATED MANAGEMENT AND OPERATING AGREEMENT (Effective as of January 1, 2001)Management and Operating Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance • Alabama
This Amended and Restated Management and Operating Agreement (this “Agreement”) is amended and restated effective as of January 1, 2001 (the “Effective Date”), by, among and between, on the one hand, Alfa Mutual Insurance Company (“AMI”), and, on the other hand, Alfa Mutual Fire Insurance Company, Alfa Mutual General Insurance Company, Alfa Life Insurance Corporation, Alfa Insurance Corporation, Alfa General Insurance Corporation, Alfa Specialty Insurance Corporation, Alfa Financial Corporation, Alfa Corporation, Alfa Builders, Inc., Alfa Realty, Inc., Southern Boulevard Corporation, Alfa Agency Alabama, Inc., Alfa Agency Georgia, Inc., Alfa Agency Mississippi, Inc., Alfa Benefits Corporation, Alfa Investment Corporation, ESB Investors Ltd. Partnership I, and ESB Investors Ltd. Partnership II (each a “Company” and, collectively, the “Companies”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance
This Amendment No. 2 to Asset Purchase Agreement is made as of September 30, 2005 by and between Alfa Financial Corporation and OFC Servicing Corporation.
RESTRICTED STOCK AGREEMENT UNDER THE ALFA CORPORATIONRestricted Stock Agreement • May 27th, 2005 • Alfa Corp • Fire, marine & casualty insurance
On , 2005, (Grant Date) The Board of Directors of Alfa Corporation approved the grant to you of Restricted Shares of Alfa Corporation stock under the Alfa Corporation 2005 Amended and Restated Stock Incentive Plan (The “Plan”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT among ALFA CORPORATION and certain of its affiliates, as Borrowers, AMSOUTH BANK, as Lead Arranger and Administrative Agent AND KEYBANK NATIONAL ASSOCIATION, as Syndication Agent AND SOUTHTRUST BANK As...Credit Agreement • August 9th, 2006 • Alfa Corp • Fire, marine & casualty insurance • Alabama
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“this Agreement”) is entered into as of the 23rd day of May, 2003, by and among ALFA CORPORATION, a Delaware corporation (“ALFA”), ALFA FINANCIAL CORPORATION, an Alabama corporation (“Financial”), ALFA LIFE INSURANCE CORPORATION, an Alabama corporation (“Life”), ALFA INSURANCE CORP., an Alabama corporation (“AIC”), ALFA GENERAL INSURANCE CORP., an Alabama corporation (“General”; ALFA, Financial, Life, AIC and General are sometimes together referred to as the “Initial Participating Entities”; ALFA and the Initial Participating Entities, together with all entities that hereafter become Participating Entities, being hereafter sometimes together referred to as the “Borrowers”); AMSOUTH BANK, an Alabama banking corporation (“AmSouth”), and the various lenders identified on the signature pages hereto (collectively, with all other persons that may from time to time hereafter become Lenders hereunder by execution of an Assignment and Acceptance
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance
This Amendment No. 1 to Asset Purchase Agreement is made as of August 31, 2005 by and between Alfa Financial Corporation and OFC Servicing Corporation.
AMENDMENT NO. 3 TO LLC INTEREST PURCHASE AGREEMENTLLC Interest Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance
THIS AMENDMENT NO. 3 TO LLC INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 30th day of December, 2005, by and among ALFA CORPORATION, a Delaware corporation (“Buyer”), ALFA MERGER SUB, LLC, a Tennessee limited liability company (“Merger Sub”), JOHN CHARLES RUSSELL, an individual resident of the State of Tennessee (“John Russell”), CAROL LYNN RUSSELL, an individual resident of the State of Tennessee (“Carol Russell”), THE TRUSTS IDENTIFIED ON THE SIGNATURE PAGES HERETO (the “Seller Trusts”), THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC., a Tennessee not-for-profit corporation (the “Foundation”) (John Russell, Carol Russell, the Seller Trusts and the Foundation are, collectively, “Sellers”), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (“Vision”).
ADDENDUM #4 to the AMENDED AND RESTATED MANAGEMENT AND OPERATING AGREEMENT (Effective as of December 1, 2007)Management and Operating Agreement • March 11th, 2008 • Alfa Corp • Fire, marine & casualty insurance
This is Addendum #4 (the “Fourth Addendum”) to the Amended and Restated Management and Operating Agreement bearing an effective date of January 1, 2001, and amended by Addendum #3, effective January 1, 2005, Addendum #2, effective January 1, 2005, and Addendum #1, effective August 9, 2001 (the “M&O Agreement”), by and between Alfa Mutual Insurance Company, on the one hand, and Alfa Mutual Fire Insurance Company, Alfa Mutual General Insurance Company, Alfa Life Insurance Corporation, Alfa Insurance Corporation, Alfa General Insurance Corporation, Alfa Specialty Insurance Corporation, Alfa Financial Corporation, Alfa Corporation, Alfa Builders, Inc., Alfa Realty, Inc., Alfa Properties, Inc., Alfa Agency Alabama, Inc., Alfa Agency Georgia, Inc., Alfa Agency Mississippi, Inc., Alfa Benefits Corporation, ESB Investors Ltd. Partnership I, ESB Investors Ltd. Partnership II, Alfa Alliance Insurance Corporation, f/k/a Virginia Mutual Insurance Company, Alfa Vision Insurance Corporation, and The
STOCK OPTION AGREEMENT UNDER THE ALFA CORPORATIONStock Option Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance
On , The Board of Directors of Alfa (the “Board”) approved the issuance to you of options (“Options”) to purchase shares of Alfa Common Stock under the ALFA CORPORATION 2005 AMENDED AND RESTATED STOCK INCENTIVE PLAN, as said Plan may be subsequently amended and restated, (the “Plan”).
