SECOND POOLING AGREEMENT




 Exhibit 10(b) 
 SECOND AMENDMENT TO THE AMENDED AND RESTATED INSURANCE 
 POOLING AGREEMENT 
 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”). 
 AMI and the Associate Companies hereby ratify, confirm, and agree to all of the terms and provisions of said Pooling Agreement, except as said terms and
provisions may be directly modified by this Amendment. (This Amendment shall apply to all policies in force as well as all policies new and renewed at the opening of business 12:01 a.m., January 1, 2007). 
 Said Pooling Agreement shall be amended as follows: 
  

	1.	Exhibit II to this Amendment shall be substituted for the previously adopted Exhibit II to the Pooling Agreement. 

 IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to the Pooling Agreement to be executed on this
1st day of January 2007. 
  

			
	ATTEST:	  	ALFA MUTUAL INSURANCE COMPANY
		
	 /s/ H. Al Scott
	  	 /s/ Jerry A. Newby

	Secretary	  	President
		
	ATTEST:	  	ALFA MUTUAL FIRE INSURANCE COMPANY
		
	 /s/ H. Al Scott
	  	 /s/ Jerry A. Newby

	Secretary	  	President

  

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	ATTEST:	  	ALFA MUTUAL GENERAL INSURANCE COMPANY
		
	 /s/ H. Al Scott
	  	 /s/ Jerry A. Newby

	Secretary	  	President
		
	ATTEST:	  	ALFA INSURANCE CORPORATION
		
	 /s/ H. Al Scott
	  	 /s/ Jerry A. Newby

	Secretary	  	President
		
	ATTEST:	  	ALFA GENERAL INSURANCE CORPORATION
		
	 /s/ H. Al Scott
	  	 /s/ Jerry A. Newby

	Secretary	  	President
		
	ATTEST:	  	ALFA SPECIALTY INSURANCE CORPORATION
		
	 /s/ H. Al Scott
	  	 /s/ Jerry A. Newby

	Secretary	  	President
		
	ATTEST:	  	ALFA VISION INSURANCE CORPORATION
		
	 /s/ H. Al Scott
	  	 /s/ Jerry A. Newby

	Secretary	  	President
		
	ATTEST:	  	ALFA ALLIANCE INSURANCE CORPORATION
		
	 /s/ H. Al Scott
	  	 /s/ Douglas S. Joyce

	Secretary	  	President

  

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 EXHIBIT II 
 ALFA INSURANCE GROUP 
 ALLOCATIONS FOR CATASTROPHE 
 LOSSES AND RELATED EXPENSES 
 EFFECTIVE JANUARY 1, 2007 
  

					
	 Cumulative Calendar Year Catastrophe Losses and Related
Expenses
	  	Coinsurance Allocation
	  	AIC, AGIC
AVIC, AAIC	 	AMI, AMF
AMG
	 Less than or equal to 21.4 million
	  	65%*	 	35%*
			
	 Between 21.4 million and 530.5 million
	  	0%	 	100%*
			
	 Greater than or equal to 530.5 million
	  	21%**	 	79%**



	*	AMI, AMF, AMG, AIC, AGIC, AAIC and AVIC % to be allocated according to each group’s relative pool percentages in effect. 

 Catastrophe losses are to be accumulated during each annual calendar period. 

	**	AMI, AMF, AMG, AIC, AGIC, AAIC and AVIC Coinsurance Allocation percentages in excess of the upper catastrophe limit to be allocated according to each group’s relative surplus
as reported in the preceding year-end annual statement. 

 Coinsurance Allocation of AMI to include any coinsurance allocation
for ASIC (AMI’s wholly owned subsidiary). 
 Date of Exhibit II: January 1, 2007 
  

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