## Exhibit 10.25EMPLOYMENT AGREEMENT
        THISEMPLOYMENT AGREEMENT (this “Agreement”) is made by and between VestaInsurance Group, Inc. and J. Gordon Gaines, Inc,, both Delaware corporations,and Vesta Fire Insurance Corporation, an Illinois corporation (collectively, the“Company”), and W. Perry Cronin, an individual resident of Birmingham,Alabama (the “Executive”), effective the 5th day of February, 2001(the “Effective Date”). 
RECITALS:
        A.     The Company is a holding  company for a group of property and casualty  insurance  subsidiaries  which offer  primaryinsurance primarily on personal risks;
        B.     The  Executive  serves  as  Senior  Vice  President,  Chief  Financial  Officer  and  Treasurer  of the  Company  and as amember of the Board of Directors of Vesta Fire Insurance Corporation;
        C.     The Company  wishes to assure  itself of the  continued  services of the  Executive  so that it will have the  continuedbenefit of his ability,  experience  and services,  and the Executive is willing to enter into an agreement to that end, upon the termsand conditions hereinafter set forth; and
        D.     Certain capitalized terms used in this Agreement shall have the meanings given them in Section 16 hereof.
        NOW,  THEREFORE,  in  consideration  of good and  valuable  consideration  the  receipt  and  sufficiency  of which are herebyacknowledged, the parties hereby covenant and agree as follows:
        1.     Employment
        (a)     The Company hereby agrees to continue to employ the Executive as Senior Vice President,  Chief Financial  Officer andTreasurer  of the Company  and any other  position  agreed upon by the  parties;  the Company  agrees to use its best  efforts to causeExecutive to be elected as a member of the Board of Directors of Vesta Fire  Insurance  Corporation;  and  Executive  hereby  agrees toserve the  Company  in the  foregoing  capacities,  upon the terms and  conditions  set forth  herein.  The  Executive  shall have suchauthority and  responsibilities  consistent  with his position  that may be set forth in the Company's  Bylaws or assigned by the Boardfrom time to time.
        (b)     The  Executive  agrees to devote  such  amount of his time,  efforts  and skills as is  reasonably  necessary  to theperformance of his duties and responsibilities under this Agreement;  provided,  however, that nothing in this Agreement shall preclude the Executive from devoting  reasonable  periods required for (i)  participating in professional,  educational,  philanthropic,  publicinterests  charitable,  social  or  community  activities,  (ii)  serving  as a  director  or member of an  advisory  committee  of anycorporation  or other entity that the  Executive  is serving on or any other  corporation  or entity that is not in direct  competitionwith the Company,  or (iii)  managing his personal  investments,  provided that such  activities do not  materially  interfere with theExecutive's regular performance of his duties and responsibilities hereunder.
        2.     Term.    Unless earlier  terminated as provided herein,  the Executive's  employment under this Agreement shall be for aterm (the "Term") of three (3) years from the  Effective  Date.  The Term shall be  automatically  extended for an  additional  year oneach  anniversary  of the Effective  Date,  unless written  notice of  non-extension  is provided by either party to the other party atleast 90 days prior to such anniversary.
        3.     Compensation and Benefits.   In  consideration of the services  rendered by the Executive during the Term, the Companyshall pay or provide to the Executive the amounts and benefits set forth below.
        (a)     Salary.   Executive  shall  receive an annual base salary of  $250,000.  The base salary  shall be paid in  accordancewith the Company's  normal payroll  practices.  The  Executive's  base salary shall be reviewed at least  annually by the  CompensationCommittee for  consideration of appropriate  merit increases and, once  established,  the base salary shall not be decreased during theEmployment Period.
        (b)     Other  Incentive  Plans.     The Executive  shall  participate in all annual and long-term  bonus or incentive  plans orarrangements  in which other senior  executives  of the Company of a comparable  level are eligible to  participate  from time to time,including,  without limitation,  the Company's Cash Bonus Plan. The Executive's incentive  compensation  opportunities under such plansand arrangements shall be determined from time to time by the Compensation Committee.
        (c)     Equity Incentives.     The Executive shall be given consideration,  at least annually, by the Compensation Committee forthe grant of options to purchase  shares of the common stock of the Company.  In addition,  the Executive  shall be entitled to receiveawards under any stock option,  stock purchase or equity-based  incentive  compensation plan or arrangement adopted by the Company fromtime to time for which senior  executives of the Company of a comparable  level are eligible to  participate.  The  Executive's  awardsunder such plans and arrangements shall be determined from time to time by the Compensation Committee.
        (d)     Employee  Benefits.       The  Executive  shall be  entitled to  participate  in all  employee  benefit  plans,  programs,practices  or  arrangements  of the Company in which other  senior  executives  of the Company of a  comparable  level are  eligible toparticipate  from time to time,  including,  without  limitation,  any qualified or  non-qualified  pension  profit sharing and savingsplans,  any death benefit and disability  benefit  plans,  and any medical,  dental,  health and welfare  plans.  Without  limiting thegenerality of the foregoing, the Company shall provide the Executive with the following:
                  (i)     long-term  disability insurance coverage in an amount and on terms consistent with the coverage in place for other management personnel of the Company;
                  (ii)     continued provision of life insurance coverage in an amount and on term consistent with the coverage in place for other management personnel of the Company; and
                  (iii)     provision of the pension benefits provided under the Company's Post-Retirement Benefits Plan.
        (e)     Fringe  Benefits  and  Perquisites.   The  Executive  shall be entitled to  continuation  of all fringe  benefits  andperquisites  provided to the Executive on the Effective  Date,  and to all fringe  benefits and  perquisites  which are generally  madeavailable  to senior  executives  of the Company of a  comparable  level from time to time.  Without  limiting  the  generality  of theforegoing, the Company shall provide the Executive with the following:
                  (i)     provision of executive offices and secretarial staff;
                  (ii)     vacation in accordance with the Company's policy for other senior executives of a comparable level;
                  (iii)     an automobile  owned or leased by the Company of a make and model  appropriate for the Executive's  position or, in lieu thereof,  provision of a non-accountable  automobile  allowance in an amount to be determined from time to time by the Board or the Compensation Committee; and 
                  (iv)     continued payment of initiation and other fees and annual dues for one or morecountry clubs (but in no event less than one country club membership of Executive’s choice) and/or dining clubs which the Company was paying for onthe Effective Date, and, payment of dues for any professional associations of which Executive is a member in furtherance of his duties hereunder;
                  (v)     reimbursement  of all  reasonable  travel and other  business  expenses  and  disbursements  incurred by theExecutive in the  performance  of his duties under this  Agreement,  upon proper  accounting  in accordance  with the Company's  normalpractices and procedures for reimbursement of business expenses.
        4.     Termination.
        (a)     The Executive's employment under this Agreement may be terminated prior to the end of the Term only as follows:
                  (i)     upon the resignation or death of the Executive;
                  (ii)    by the Company due to the  Disability  of the  Executive  upon  delivery of a Notice of  Termination  to the Executive;
                  (iii)    by the Company for Cause upon delivery of a Notice of Termination to the Executive; and
                  (iv)     by the  Executive  for  Good  Reason  upon  delivery  of a  Notice  of  Termination  to the  Company  after  anyoccurrence of a Change in Control.
        (b)     If the  Executive's  employment  with the Company  shall be  terminated  during the Term (1) by reason of the  Executive'sresignation  or death,  or (ii) by the Company for  Disability or Cause,  the Company shall pay to the Executive (or in the case of hisdeath,  the  Executive's  estate)  within  thirty (30) days after the  Termination  Date a lump sum cash  payment  equal to the AccruedCompensation  and, if such  termination is other than as a result of Executive's  resignation or by the Company for Cause, the Pro RataBonus.
        (c)     If the  Executive's  employment with the Company shall be terminated by the Company in violation of this Agreement orby the  Executive  for Good Reason,  in addition to other  rights and  remedies  available  in law or equity,  the  Executive  shall beentitled to the following:
                   (i)     the Company shall pay the Executive in cash within thirty (30) days of theTermination Date an amount equal to all Accrued Compensation and the Pro Rata Bonus,
                   (ii)     the Company shall pay to the Executive in cash at the end of each of thethirty-six consecutive 30-day periods following the Termination Date an amount equal to one-twelfth of the sum of the Base Amount (including any increases inbase salary) plus the Bonus Amount (including any increases in bonus amount) plus all benefits provided in Section 3) hereof, or in the alternative, theExecutive may elect to receive a lump sum equal to the present value of the payments due under this paragraph (c)(ii), to be payable within thirty (30) daysof such election; provided, however, that such lump sum amount shall be reduced to its net present value assuming an interest rate equal to sixpercent (6%) and 36 equal monthly payments commencing on the Termination Date, 
                  (iii)     for the period from the Termination Date through the date that Executive attainsthe age of sixty-five (65) (the “Continuation Period”), the Company shall at its expense continue on behalf of the Executive and his dependents andbeneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided (x) in the case of a Change in Control, to theExecutive at any time during the 90-day period prior to the Change in Control or at any time thereafter or (y) in other instances, to other similarly situatedexecutives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided inthis Section 4(c)(iii) during the Continuation Period shall be no less favorable to the Executive and his dependents and beneficiaries than the most favorable ofsuch coverages and benefits during either of the periods referred to in clauses (x) and (y) above; provided, however, the Company’sobligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequentemployer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as theaggregate coverages and benefits of the combined benefit plans are no less favorable to the Executive than the coverages and benefits required to beprovided hereunder; provided, further, subject to the last sentence of this Section 4(c), life insurance shall not be continued longer than three yearsafter the Termination Date, even if the Executive has not obtained such other benefits under another employer’s benefit plan, and
                  (iv)     the restrictions on any incentive  awards whether now in effect for, or hereafter  granted to, the Executive under any stock option plan or under any other incentive plan,  deferred  compensation  plan,  agreement or arrangement of theCompany of any of its  affiliates  shall lapse and such  incentive  awards shall become 100% accrued and vested,  so that, for example,  all stock options and stock appreciation rights granted to the Executive shall be immediately  exercisable and shall be 100% vested,  all  restrictions on any restricted  stock held by the Executive shall lapse such that the Executive has full title to such shares,  and any deferred  compensation  payable under any plan,  agreement or arrangement shall accrue in totaland be immediately  due and payable in full.  The period in which  Executive may exercise any option granted shall be the full term of such option.
This Section 4(c) shall not be interpreted so as to limit any benefits to which the Executive or hisdependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’stermination of employment, including, without limitation, retiree medical and life insurance benefits. 

     (d)      The Executive shall not be required to mitigate the amount of any payment provided for in this Agreementby seeking other employment or otherwise, and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executivein any subsequent employment except as provided in Section 4(c)(iii). 

     (e)      In the event that any payment or benefit  (within the  meaning of Section  28OG(b)(2)  of the  Internal  Revenue  Code of1986, as amended (the "Code")) to the Executive (or for his benefit) paid or payable or  distributed or  distributable  pursuant to theterms of this  Agreement  or  otherwise  in  connection  with,  or arising  out of, his  relationship  with the  Company or a change inownership or effective control of the Company or of a substantial  portion of its assets (a "Payment" or "Payments"),  would be subjectto the excise tax imposed by Section 4999 of the Code or any interest or penalties  are incurred by the  Executive  with respect to anysuch excise or other taxes (such excise tax, together with any such interest and penalties,  are hereinafter  collectively  referred toas the "Excise Tax" and any other tax together  with any such interest and penalties  are herein  referred to as "Other  Taxes"),  thenthe  Executive  will be entitled to receive an  additional  payment (a "Gross-Up  Payment") in an amount such that after payment by theExecutive of all Excise Taxes and Other Taxes on the  Payments and All Excise Taxes or Other Taxes  imposed upon the Gross-Up  Payment,the Executive shall retain that portion of the Gross-Up Payment equal to the Excise Tax or Other Taxes imposed upon the Payments.
        5 .     Confidential  Information.  During  the  Term  and at all  times  thereafter,  the  Executive  agrees  that he  will  notdivulge to anyone  (other than the Company or any persons  employed or designated  by the Company) any  knowledge or  information  of a confidential  nature relating to the business of the Company or any of its subsidiaries or affiliates,  including,  without limitation,all types of trade secrets  (unless  readily  ascertainable  from public or published  information or trade  sources) and  confidential commercial  information,  and the Executive  further  agrees not to disclose,  publish or make use of any such knowledge or informationwithout the consent of the Company.
        6.     Successors, Binding Agreement.
                 (a)     This  Agreement  shall be  binding  upon and  shall  inure  to the  benefit  of the  Company  (including  each of itssubsidiaries),  its successors  and assigns and any person,  firm,  corporation or other entity which succeeds to all or  substantiallyall of the  business,  assets or property of the Company.  The Company  will  require any  successor  (whether  direct or indirect,  bypurchase,  merger,  consolidation,  or otherwise) to all or substantially  all of the business,  assets or property of the Company,  toexpressly  assume and agree to perform this  Agreement in the same manner and to the same extent that the Company  would be required toperform it if no such  succession had taken place,  As used in this  Agreement,  the "Company"  shall mean the Company as  hereinbeforedefined and any successor to its business,  assets or property as aforesaid  which  executes and delivers an agreement  provided for inthis Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.
        (b)     This  Agreement and all rights of the Executive  hereunder  shall inure to the benefit of and be  enforceable  by theExecutive's personal or legal representatives,  executors,  administrators,  successors, heirs, distributes,  devisees and legatees. Ifthe Executive should die while any amounts are due and payable to him hereunder,  all such amounts,  unless otherwise  provided herein,shall be paid to the Executive's  designated beneficiary or, if there be no such designated  beneficiary,  to the legal representativesof the Executive's estate.
        7.     Fees and Expenses.       To induce the Executive to execute this  Agreement and to provide the Executive  with  reasonableassurance  that the  purposes of this  Agreement  will not be  frustrated  by the cost of its  enforcement  should the Company  fail toperform its obligations  under this Agreement or should the Company or any subsidiary,  affiliate or stockholder of the Company contestthe  validity or  enforceability  of this  Agreement,  the Company  shall pay and be solely  responsible  for any  attorneys'  fees andexpenses  and courts  costs  incurred by the  Executive  as a result of a claim that the Company has  breached or  otherwise  failed toperform  this  Agreement  or any  provision  hereof to be  performed  by the Company or as a result of the  Company or any  subsidiary,affiliate or  stockholder  of the Company  contesting the validity or  enforceability  of this Agreement or any provision  hereof to beperformed by the Company, in each case regardless of which party, if any, prevails in the contest.
        8.     Notice.   All notices and other  communications  provided for in this Agreement  (including the Notice of Termination)shall be in writing and shall be deemed to have been duly given upon personal  delivery or receipt when sent by certified mail,  returnreceipt  requested,  postage prepaid,  or a nationally  recognized  overnight  courier service that provides written proof of delivery,addressed to the respective addresses last given by each party to the other;  provided,  however, that all notices to the Company shallbe directed to the  attention  of the Board of  Directors  with a copy to the Chief  Executive  Officer and the General  Counsel of theCompany.
        9.     Settlement of Claims.   The Company's  obligation to make the payments provided for in this Agreement and to otherwiseperform  its  obligations  hereunder  shall  not  be  affected  by any  circumstances,  including,  without  limitation,  any  set-off,counterclaim,  recoupment,  defense or other right  which the  Company may have  against  the  Executive  or others.  The Company  may,however,  withhold  from any  benefits  payable  under this  Agreement  all  federal,  state,  city or other taxes as shall be requiredpursuant to any law or governmental regulation or ruling,
        10.     Modification and Waiver.     No provisions of this Agreement may be modified,  waived or discharged  unless such waiver,modification  or discharge is agreed to in writing and signed by the  Executive  and the Company.  No waiver by any party hereto at anytime of any breach by the other party hereto of, or compliance  with,  any condition or provision of this  Agreement to be performed bysuch other party shall be deemed a waiver of similar or  dissimilar  provisions or conditions at the same or at any prior or subsequenttime.
        11.     Governing  Law. This  Agreement  shall be governed by and  construed and enforced in accordance  with the laws of theState of Alabama without giving effect to the conflict of laws principles thereof
        12.     Severability,    The provisions of this Agreement shall be deemed severable, and the invalidity invalidity or unenforceability of anyprovision shall not affect the validity or enforceability of the other provisions hereof 
        13.      Entire  Agreement.   This  Agreement  constitutes  the entire  agreement  between the parties  hereto and  supersedes allprior agreement,  if any,  understandings  and  arrangements,  oral or written,  between the parties hereto with respect to the subjectmatter hereof,
        14.     Headings.   The  headings of Sections  herein are  included  solely for  convenience  of  reference  and shall not controlthe meaning or interpretation of any of the provisions of this Agreement.
        15.     Counterparts.   This Agreement may be executed in one or more  counterparts,  each shall be deemed an original but allof which together shall constitute one and the same instrument.
        16.     Definitions.   For purposes of this Agreement, the following terms shall have the following meanings:
        (a)     "Accrued  Compensation"  shall  mean an amount  which  shall  include  all  amounts  earned or  accrued  through  theTermination Date but not paid as of the Termination Date,  including without limitation,  (1) base salary,  (ii) deferred  compensationaccumulated  under any plan,  arrangement or agreement,  (iii)  reimbursement  for reasonable  and necessary  expenses  incurred by theExecutive on behalf of the Company prior to Termination  Date,  and (iv) bonuses and incentive  compensation,  including  stock options(other than the Pro Rata Bonus).
         (b)     "Base  Amount"  shall  mean the  greater  of the  Executive's  annual  base  salary  (1) at the rate in effect on theTermination  Date or (ii) the highest  rate in effect at any time  during the 90-day  period  prior to a Change in  Control,  and shallinclude all amounts of his base salary that are  deferred  under any plans,  arrangements  or  agreements  of the Company or any of itsaffiliates.
        (c)     "Board" shall mean the Board of Directors of the Company.
        (d)     "Bonus Amount" shall mean the greater of (i) the most recent annual cash bonus paid or payable to the Executive,  or,if  greater,  the annual  cash bonus paid or payable  for the year  ended  prior to the fiscal  year  during  which a Change in Controloccurred,  or (ii) the  average of the annual  cash  bonuses  paid or payable  during the three full  fiscal  years  ended prior to theTermination  Date if greater,  the three full fiscal years prior to a Change in Control (or, in each case, such lesser period for whichannual bonuses were paid or payable to the Executive).
        (e)     The  termination  of the  Executive's  employment  shall  be for  "Cause"  if it is a  result  of any  act  that  (A)constitutes,  on the part of the Executive,  fraud,  dishonesty  gross  malfeasance of duty and (B) is  demonstrably  likely to lead tomaterial injury to the Company , provided, however, that, such conduct shall not constitute Cause;
                  (x)     unless (A) there shall have been delivered to the Executive a written noticesetting forth with specificity the reasons that the Board believes the Executive’s conduct meets the criteria set forth in clause (i), (B) theExecutive shall have been provided the opportunity to be heard in person by the Board (with the assistance of the Executive’s counsel if the Executive sodesires), and (C) after such hearing, the termination is evidenced by a resolution adopted in good faith by two-thirds of the members of the Board(other than the Executive); or 
                  (y)     if such conduct was believed by the Executive in good Faith to have been in or not opposed to the interestsof the Company.
        (f)     A "Change in Control" shall mean the occurrence during the Term of any of the following events:
                  (i)     An acquisition (other than directly from the Company) of any voting securitiesof the Company (the “Voting Securities”) by an “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the SecuritiesExchange Act of 1934 (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3promulgated under the 1934 Act) of 20% or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however,that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafterdefined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (A)an employee benefit plan (or a trust forming a part thereof maintained by (x) the Company or (y) any corporation or other Person of which a majority of itsvoting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), (B) the Company or any 80%owned subsidiary, (C) any Person in connection with a “Non-Control Transaction” (as hereinafter defined).
               (ii)     The individuals who, as of the date of this Agreement, are members of the Board(the “Incumbent Board”) cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, ornomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board with nomore than one (1) member of the Incumbent Board voting against such new director, such new director shall, for purposes of this Agreement, be consideredas a member of the Incumbent Board; provided, further, that no individual shall be considered a member of the Incumbent Board if such individual initiallyassumed office as a result of either an actual or threatened “Election Contest” (as described in****Rule 14a-11 promulgated under the 1934Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) includingby reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, or 

                  (iii)     Approval by stockholders of the Company of:
                       (A)     A merger, consolidation of reorganization involving the Company, unless
                       (1)     the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger, consolidation or reorganization, a least two-thirds of the combinedvoting power of the outstanding voting securities of the corporation resulting from such merger of consolidation or reorganization (the “SurvivingCorporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation orreorganization, and
                       (2)     the individuals who were members of the Incumbent Board immediately prior to theexecution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board ofdirectors of the Surviving Corporation.
                       (A transaction described in the immediately preceding clauses (1) and (2) shall herein be referred to as a “Non-Control Transaction.”)
                    (B)     A complete liquidation, or dissolution of the Company, or
                    (C)     An agreement for the sale or other  disposition  of all or  substantially  all of the assets of the Company to any Person,
                (iv) Notwithstanding anything contained in this Agreement to the contrary, if theExecutive’s employment is terminated prior to a Change in Control and the Executive reasonably demonstrates that such termination (A) was at the requestof a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control(a “Third Party”) or (B) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then for allpurposes of this Agreement, the date of a Change in Control with respect to the Executive shall mean the date immediately prior to the date of such terminationof the Executive’s employment.
        (g)     "Compensation Committee" shall mean the Compensation Committee of the Board.
        (h)     "Disability"  shall mean the  inability  of the  Executive to perform his duties to the Company on account of physical or mental  illness for a period of six  consecutive  full months,  or for a period of eight full months  during any 12-month  period.  TheExecutive's  employment shall terminate in such a case on the last day of the applicable period;  provided,  however, in no event shall the  Executive be terminated by reason of  Disability  unless (i) the Executive is eligible for the long-term  disability  benefits setforth in Section 3(e)(i) hereof and (ii) the Executive  receives  written notice from the Company,  at least 30 days in advance of such termination,  stating its intention to terminate the  Executive  for reason of  Disability  and setting forth in reasonable  detail thefacts and circumstances claimed to provide a basis for such termination.
        (i)     "Effective Date" shall mean the day and year first above written.
        (j)     "Good Reason" shall mean the occurrence at any time within three (3) years following Change in Control of any of theevents or conditions described in subsections (i) through (viii) hereof
                (i)     a change in the Executive’s status, title, position or responsibilities(including reporting responsibilities) which, in the Executive’s reasonable judgment, represents an adverse change from his status, office, title, positionor responsibilities as in effect at any time within 90 days preceding the date of a Change in Control or at any time thereafter the assignment to the Executiveof any duties or responsibilities which, in the Executive’s reasonable ‘judgment, are inconsistent with his status, office, title, position orresponsibilities as in effect at any time within 90 days preceding the date of a Change in****Control or at any time thereafter; any removal of the Executivefrom, or failure to reappoint or reelect him to, any such status, office, title, position or responsibility, or any other change in condition or circumstancesthat in the Executive’s reasonable judgment makes it materially more difficult for the Executive to carry out the duties and responsibilities of hisoffice that existed at any time within 90 days preceding the date of a Change in Control or at any time thereafter; 
               (ii)     a reduction in the Executive's  base salary or any failure to pay the Executive any compensation or benefits to which he is entitled within five days of the date due;
               (iii)     the Company’s requiring the Executive to be based at any place outside a 30-mile radius from the executive offices occupied by the Executiveimmediately prior to a Change in Control, except for reasonably required travel on the Company’s business which is not materially greater than such travelrequirements prior to the Change in Control; 

               (iv)     the failure by the Company to (A) continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employeebenefit plan in which the Executive was participating at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter,unless such plan is replaced with a plan that provides substantially equivalent compensation or benefits to the Executive or (B) provide the Executive withcompensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each otheremployee benefit plan, program and practice in which the Executive was participating at any time within 90 days preceding the date of a Change inControl or at any time thereafter,
               (v)     the insolvency, or the filing by any person or entity, including the Company or any of its subsidiaries,  ofa petition for  bankruptcy of the Company,  or other relief under any other  moratorium or similar law,  which petition is not dismissed within 60 days,
               (vi)     any material breach by the Company of this Agreement,
               (vii)     any  purported  termination  of the  Executive's  employment  for Cause by the  Company  which does not comply with the terms of this Agreement;  or
               (viii)     the failure of the Company to obtain an  agreement,  satisfactory  to the  Executive,  from any  Successors and Assigns to assume and agree to perform this Agreement, as required by Section 6(a) hereof
Any event or condition described in clause (1) through (viii) above which occurs prior to a Change inControl but which the Executive reasonably demonstrates (A) was at the request of a Third Party, or (B) otherwise arose in connection with, or in anticipationof, a Change in Control which actually occurs, shall constitute Good Reason for purposes of this Agreement, notwithstanding that It occurred prior to the Changein Control. The Executive’s right to terminate his employment for Good Reason shall not be affected by his incapacity due to physical or mentalillness. 

         (k)      "Notice of Termination"  shall mean a written notice of termination from the Company or the Executive which specifiesan effective  date of  termination,  indicates the specific  termination  provision in this  Agreement  relied upon,  and sets forth inreasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment,
        (1)     "Pro Rata Bonus" shall mean an amount equal to the Bonus Amount  multiplied  by a fraction the  numerator of which isthe number of days in the applicable year through the Termination Date and the denominator of which is 365.
        (m)       "Successors  and Assigns"  shall mean a corporation  or other entity  acquiring all or  substantially  all the assets andbusiness of the Company (including this Agreement), whether by operation of law or otherwise.
        (n)     "Termination  Date" shall mean, in the case of the Executive's  death, his date of death, and in all other cases, thedate specified in the Notice of Termination.
[SIGNATURES ON FOLLOWING PAGE]
        INWITNESS WHEREOF, the Company has caused this Agreement to be executed by itsofficers thereunto duly authorized, and the Executive has signed this Agreement,effective as of the date first above written. 

VESTA INSURANCE GROUP, INC.By:   /s/   Norman W. Gayle IIIIts:           President