**Exhibit 10.2**

**FIRST AMENDMENT TO**

**THIRD AMENDED AND RESTATED**

**CREDIT AGREEMENT**

**THIS FIRSTAMENDMENT 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 InitialParticipating 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 Agreement (as defined below) by execution of an Assignment and Acceptance,the “Lenders”) and **AMSOUTH BANK**, in its capacity as Agent for the Lenders (the “Agent”). 

**Recitals**

A. The Borrowers, the Lenders and the Agent have previously entered into that certain Third Amended and Restated Credit Agreementdated May 23, 2003 (together with any and all amendments thereto, the “Credit Agreement”). Capitalized terms not otherwise herein defined shall have the meanings given them in the Credit Agreement. 

B. The Borrowers have requested and the Lenders and the Agent have agreed to enter into certain amendments to the Credit Agreement, as set forth herein.

**Agreement**

**NOW, THEREFORE,** in consideration of the foregoing recitals and in further consideration of the mutual agreements set forth herein, the Borrowers, the Lenders and the Agent hereby agree as follows, with such agreements to becomeeffective as of the Effective Date: 

1. **Recitals**. The recitals hereinabove are hereby incorporated by this reference as iffully set forth herein. 

2. **Rules of Construction**. This Amendment is subject to the rules of construction set forth inSection 1.2 of the Credit Agreement. 

3. **Representations and Warranties of Borrowers**. The Borrowers represent and warrant to theLenders and the Agent as follows: 

(a) **Representations and Warranties in Credit Documents**. All of therepresentations and warranties set forth in the Credit Documents are true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date.

(b) **No Default**. As of the Effective Date, the Borrowers are in compliance in all material respects with allthe terms and provisions set forth in the Credit Documents on its part to be observed or performed, and, no Event of Default, nor any event that upon notice or lapse of time or both would constitute such an Event of Default, has occurred and iscontinuing. 

(c) **Organizational Documents**. The articles of incorporation and bylaws of the Borrowers have notbeen modified or amended since May 21, 2003. 

4. **Amendments to Credit Agreement**. 

(a) The cover page of the Credit Agreement is hereby amended to read, in its entirety, as set forth on the Revised Cover Page attachedhereto as Exhibit A and made a part hereof. 

(b) In the opening paragraph of the Credit Agreement, the phrase“and the various lenders identified on the signature pages hereto” is hereby replaced with the phrase “and the various lenders identified on the signature pages to that certain First Amendment hereto dated as of May 21,2004”. 

(c) The following capitalized terms set forth in Section 1.1 of the Credit Agreement are hereby amended toread, in their entirety, as follows: 

“**Maturity Date**” means May 20, 2005. 

“**Revolving Credit Commitment**” means, with respect to any Lender at any time, the obligations of such Lender to make Committed Loanspursuant to Section 2.7 hereof in the amount set forth under such Lender’s name on its signature page to that certain First Amendment to Third Amended and Restated Credit Agreement dated as of May 21, 2004 adjacent to the caption“Revolving Credit Commitment” or if such Lender has entered into one or more Assignment and Acceptances, the amount set forth for such Lender at such time in the register maintained by the Agent pursuant to Section 10.11 as suchLender’s “Revolving Credit Commitment” as such amount may be reduced at or prior to such time pursuant to the terms hereof. 

 

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(d) The first sentence of Section 7.1 of the Credit Agreement is hereby amended toread, in its entirety, as follows: 

ALFA shall not permit its consolidated total stockholders’ equity on any date to be less than$600,000,000 plus 25% of ALFA’s cumulative consolidated net income, if positive, earned after March 31, 2004 through the last day of the most recent fiscal quarter for which statements were delivered or required to have been delivered tothe Agent pursuant to Section 5.3, taken as one accounting period. 

(e) The first sentence of Section 7.2 of theCredit Agreement is hereby amended to read, in its entirety, as follows: 

Financial shall not permit its consolidated totalstockholders’ equity on any date to be less than $35,000,000 plus 25% of cumulative consolidated net income, if positive, earned after March 31, 2004 through the last day of the most recent fiscal quarter for which statements weredelivered or required to have been delivered to the Agent pursuant to Section 5.3, taken as one accounting period. 

(f)In Section 10.11(b) of the Credit Agreement, the phrase “(iii) the minimum commitment which shall be assigned is $5,000,000” is hereby replaced with the phrase “(iii) the minimum commitment which shall be assigned is$10,000,000”. 

5. **Credit Documents to Remain in Effect.** Except as expressly amended herein, the Credit Agreement and theother Credit Documents shall remain in full force and effect in accordance with their respective terms. 

6. **No Novation, etc.**Nothing contained in this Amendment shall be deemed to constitute a novation of the terms of the Credit Documents, nor release any party from liability for any of the Loans, nor affect any of the rights, powers or remedies of the Lenders under theCredit Documents, nor constitute a waiver of any provision thereof, except as specifically set forth in this Amendment. 

7. **GoverningLaw, Successors and Assigns, etc.** This Amendment shall be governed by and construed in accordance with the laws of the State of Alabama and shall be binding upon and inure to the benefit of the parties hereto and their respective successorsand permitted assigns. 

8. **Headings**. The descriptive headings of the sections of this Amendment are for convenient referenceonly and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 

9. **Entire Agreement**.This Amendment constitutes the entire understanding to date of the parties hereto regarding the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements of the parties thereto with respect to the subject matterhereof. 

 

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10. **Severability.** If any provision of this Amendment shall be invalid, illegal orunenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

11. **Counterparts.** This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument.

12. **Effect of this Amendment**. This Amendment amends and supplements the Credit Agreement and shall be construed as if it isa part thereof for all purposes. 

{Remainder of page intentionally left blank] 

 

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**IN WITNESS WHEREOF,** the Borrowers, the Lenders and the Agent have caused this Amendment to beexecuted and delivered by their duly authorized representatives on the dates set forth below, to be effective as of the Effective Date. 

 
**ALFA CORPORATION**By: /s/ Jerry A. NewbyTitle: 
President
**ALFA FINANCIAL CORPORATION**By: /s/ Jerry A. NewbyTitle: 
President
**ALFA LIFE INSURANCE CORPORATION**By: /s/ Jerry A. NewbyTitle: 
President
**ALFA INSURANCE CORP.**By: /s/ Jerry A. NewbyTitle: 
President
**ALFA GENERAL INSURANCE CORP.**By: /s/ Jerry A. NewbyTitle: 
President

 

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**AMSOUTH BANK**, as a LenderBy: /s/ IllegibleTitle: 
Vice President
Revolving Credit Commitment: $51,500,000Lending Office, Hand Delivery and Mailing Address:1900 5th Avenue North7th Floor, AmSouth CenterBirmingham, Alabama 35203Attention: John Law Robinson, IIITelephone: (205) 264-4257Facsimile: (205) 581-7436
 

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**KEYBANK NATIONAL ASSOCIATION,** as a LenderBy: 
/s/ Mary K. Young
Title: 
Vice President
Revolving Credit Commitment: $42,500,000Lending Office, Hand Delivery and Mailing Address:127 Public Square, 6th FloorCleveland, OH 44114Attention: Mary YoungTelephone: (216) 689-4443Facsimile: (216) 689-4981
 

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**SOUTHTRUST BANK,** as a LenderBy: 
/s/ Lynn T. LaRussa
Title: 
Senior Vice President
Revolving Credit Commitment: $42,500,000Lending Office, Hand Delivery and Mailing Address:420 North 20th Street11th Floor, SouthTrust TowerBirmingham, Alabama 35203Attention: Kelly PeaceTelephone: (205) 254-4090Facsimile: (205) 254-6600
 

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**SUNTRUST BANK,** as a LenderBy: 
/s/ Kelly Gunter
Title: 
Vice President
Revolving Credit Commitment: $30,000,000Lending Office, Hand Delivery and Mailing Address:303 Peachtree Street, N.E.2nd FloorAtlanta, Georgia 30308Attention: Nathan BickfordTelephone: (404) 658-4219Facsimile: (404) 588-8833
 

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**COMPASS BANK,** as a LenderBy: 
/s/ Cheryl Lange
Title: 
Vice President
Revolving Credit Commitment: $30,000,000Lending Office, Hand Delivery and Mailing Address:3480 Eastern BoulevardMontgomery, Alabama 36116Attention: Rob HertensteinTelephone: (334) 409-7357Facsimile: (334) 409-7312
 

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**REGIONS BANK,** as a LenderBy: 
/s/ Richard Crook
Title: 
Vice President
Revolving Credit Commitment: $30,000,000Lending Office, Hand Delivery and Mailing Address:P. O. Box 511Montgomery, AL 36101Attention: Wade SeamonTelephone: (334) 832-8414Facsimile: (334) 832-8560
 

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**U.S. BANK NATIONAL ASSOCIATION,** as a LenderBy: 
/s/ Gregory L. Dryden
Title: 
Vice President
Revolving Credit Commitment: $21,000,000Lending Office, Hand Delivery and Mailing Address:One U.S. Bank Plaza, 12th FloorSt. Louis, Missouri 63101Attention: Gregory L. DrydenTelephone: (314) 418-3983Facsimile: (314) 418-3859
 

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**COLONIAL BANK,** as a LenderBy: 
/s/ Illegible
Title: 
Vice President
Revolving Credit Commitment: $17,500,000Lending Office, Hand Delivery and Mailing Address:671 South Perry StreetMontgomery, Alabama 36104Attention: Webb DavisTelephone: (334) 833-3845Facsimile: (334) 833-3814
 

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**WHITNEY NATIONAL BANK,** as a LenderBy: 
/s/ Illegible
Title: 
Senior Vice President
Revolving Credit Commitment: $17,500,000Lending Office, Hand Delivery and Mailing Address:1695 Perry Hill RoadMontgomery, Alabama 36106Attention: Mark HopeTelephone: (334) 260-4009Facsimile: (334) 279-5794
 

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**COMERICA BANK,** as a LenderBy: 
/s/ Janet L. Wheeler
Title: 
Corporate Banking Officer
Revolving Credit Commitment: $17,500,000Lending Office, Hand Delivery and Mailing Address:4100 Spring Valley Rd, Ste 400Dallas, Texas 75244Attention: Janet L. WheelerTelephone: (972) 361-2652Facsimile: (972) 361-2550
 

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**AMSOUTH BANK,** as AgentBy: 
/s/ Illegible
Title: 
Senior Vice President

**EXHIBIT A**

**(Revised Cover Page)**

[see attached]