Consent Letter


 Exhibit 10.1 
 Consent Letter 
 November 2, 2007 
 Alfa Corporation 
 2108 East South Boulevard 
 P.O. Box 11000 
 Montgomery, Alabama 36191-0001 
 Attention: Chief Financial Officer 
 Ladies and Gentlemen: 
 Reference is hereby made to that certain Third Amended and Restated Credit Agreement dated as of May 23, 2003 (as amended from time to time through the date hereof, the “Credit Agreement”) among Alfa
Corporation (the “Company”), Alfa Financial Corporation, Alfa Life Insurance Corporation, Alfa Insurance Corp., Alfa General Insurance Corp., the lenders from time to time a party thereto (the “Lenders”) and AmSouth Bank, as
agent for the Lenders. 
 Notwithstanding Section 6.9 of the Credit Agreement, the undersigned Lenders hereby consent to the entering into of an
Agreement and Plan of Merger among the Company, Alfa Mutual Insurance Company, Alfa Mutual Fire Insurance Company and Alfa Delaware Merger Sub, Inc. (“Merger Sub”) pursuant to which Merger Sub will merge with and into the Company with the
Company being the surviving corporation. The undersigned Lenders hereby agree that the entering into of such Agreement and Plan of Merger will not cause or result in an “Unmatured Default” or an “Event of Default” (as each such
term is defined in the Credit Agreement). 
 The Company acknowledges and agrees that, except for the foregoing consent and agreement, the terms and
provisions of the Credit Agreement shall remain in full force and effect without modification or amendment. 
 This Consent Letter may be executed in any
number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns and delivered by PDF, telecopier or other facsimile transmission all with the same force and effect as if the
same were a fully executed and delivered original manual counterpart. 
 [Signatures on following pages] 



			
	REGIONS BANK, as Agent and a Lender
		
	By:	 	 /s/

	Title:	 	Vice President


  

			
	Revolving Credit Commitment:	 	$85,000,000


  

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	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Mary K. Young

	Title:	 	Senior Vice President


  

			
	Revolving Credit Commitment:	 	$20,000,000


  

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	WACHOVIA BANK, N.A., as a Lender
		
	By:	 	 /s/

	Title:	 	Vice President


  

			
	Revolving Credit Commitment:	 	$42,500,000


  

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	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ William B. Hamilton

	Title:	 	Director


  

			
	Revolving Credit Commitment:	 	$37,500,000


  

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	COMPASS BANK, as a Lender
		
	By:	 	  

	Title:	 	  



  

			
	Revolving Credit Commitment:	 	$30,000,000


  

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	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/

	Title:	 	Vice President


  

			
	Revolving Credit Commitment:	 	$27,500,000


  

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	COLONIAL BANK, as a Lender
		
	By:	 	 /s/

	Title:	 	Assistance Vice President


  

			
	Revolving Credit Commitment:	 	$10,000,000


  

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	WHITNEY NATIONAL BANK, as a lender
		
	By:	 	 /s/

	Title:	 	Senior Vice President


  

			
	Revolving Credit Commitment:	 	$17,500,000


  

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	COMERICA BANK, as a Lender
		
	By:	 	 /s/ De Von Lang

	Title:	 	Corporate Banking Officer


  

			
	Revolving Credit Commitment:	 	$30,000,000


  

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 Acknowledged by: 
  

			
	ALFA CORPORATION
		
	By:	 	 /s/ Stephen G. Rutledge

	Title:	 	Senior Vice President,
		 	Chief Financial Officer and
		 	Chief Investment Officer

  

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