Addendum #4 to the Amended & Restated Management  & Operating Agreement



 Exhibit 10(a) 
 ADDENDUM #4 
 to the 
 AMENDED AND RESTATED 
 MANAGEMENT AND OPERATING AGREEMENT 
 (Effective as of December 1, 2007) 
 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 Vision Insurance Group, LLC. 
 BACKGROUND: 
 The parties desire to amend the M&O Agreement to add a settlement due date provision to the Agreement. 
 AGREEMENT: 
 NOW, THEREFORE, in
consideration of the premises and mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Capitalized terms used herein and not otherwise defined shall have those meanings ascribed to them in the M&O Agreement. 
 2. The M&O Agreement is hereby amended to add a new paragraph O. under Section 11, as follows: 
  

	 	11.	Miscellaneous. 

 O. Settlement of
Amounts Owed. Monthly balances due under this Agreement will be settled within 60 days of the month’s close. 
  

	 	3.	The effective date of this Addendum #4 to the M&O Agreement shall be December 1, 2007. 

  

	 	4.	Except to the extent amended by this Addendum, the M&O Agreement shall remain in full force and effect. 

  

	 	5.	This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.









 IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as of the day and year first above written.

  

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

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

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	 ALFA MUTUAL GENERAL INSURANCE
 COMPANY

					
	By:	 	 /s/ H. Al Scott
	 		 	By:	 	 /s/ Jerry A. Newby

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

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

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

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

		 	Its Secretary	 		 		 	Its President









									
	ATTEST:	 		 	ALFA FINANCIAL CORPORATION
					
	By:	 	 /s/ H. Al Scott
	 		 	By:	 	 /s/ Jerry A. Newby

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

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	ALFA BUILDERS, INC.
					
	By:	 	 /s/ Angela L. Cooner
	 		 	By:	 	 /s/ Kevin L. Ketzler

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	ALFA REALTY, INC.
					
	By:	 	 /s/ Angela L. Cooner
	 		 	By:	 	 /s/ Kevin L. Ketzler

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	ALFA PROPERTIES, INC.
					
	By:	 	 /s/ Angela L. Cooner
	 		 	By:	 	 /s/ Kevin L. Ketzler

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	ALFA AGENCY ALABAMA, INC.
					
	By:	 	 /s/ H. Al Scott
	 		 	By:	 	 /s/ Jerry A. Newby

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	ALFA AGENCY GEORGIA, INC.
					
	By:	 	 /s/ H. Al Scott
	 		 	By:	 	 /s/ Jerry A. Newby

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	ALFA AGENCY MISSISSIPPI, INC.
					
	By:	 	 /s/ H. Al Scott
	 		 	By:	 	 /s/ Jerry A. Newby

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	ALFA BENEFITS CORPORATION
					
	By:	 	 /s/ H. Al Scott
	 		 	By:	 	 /s/ Jerry A. Newby

		 	Its Secretary	 		 		 	Its President









									
	ATTEST:	 		 	 ALFA ALLIANCE INSURANCE
 CORPORATION

					
	By:	 	 /s/ H. Al Scott
	 		 	By:	 	 /s/ Douglas Joyce

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

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	THE VISION INSURANCE GROUP, LLC
					
	By:	 	 /s/ David Tetzlaff
	 		 	By:	 	 /s/ John C. Pace

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	 ESB INVESTORS LTD. PARTNERSHIP I
  
 By its General Partner:

		 		 	ALFA LIFE INSURANCE CORPORATION
					
	By:	 	 /s/ H. Al Scott
	 		 	By:	 	 /s/ Jerry A. Newby

		 	Its Secretary	 		 		 	Its President
			
	ATTEST:	 		 	ESB INVESTORS LTD. PARTNERSHIP II
				
		 		 		 	By its General Partner:
		 		 		 	ALFA LIFE INSURANCE CORPORATION
					
	By:	 	 /s/ H. Al Scott
	 		 	By:	 	 /s/ Jerry A. Newby

		 	Its Secretary	 		 		 	Its President