**EXHIBIT 10.10**LEASE AGREEMENT     This LEASE AGREEMENT, dated as of the First day of November, 2007, by and between DELTA LIFEINSURANCE CO., a Georgia corporation, with its mailing address at 4370 Peachtree Road, N.E.,Atlanta, Georgia 30319 (hereinafter called the “Lessor”), and ATLANTIC AMERICAN CORPORATION,BANKERS FIDELITY LIFE INSURANCE COMPANY, and GEORGIA CASUALTY AND SURETY COMPANY, all Georgiacorporations, with their mailing addresses at 4370 Peachtree Rd., N.E., Atlanta, Georgia 30319(hereinafter collectively called the “Lessee”);W I T N E S S E T H:     The Lessor hereby leases to the Lessee, and the Lessee hereby leases from the Lessor, thefollowing described property, (hereinafter referred to as the “Premises”):Space located in the Peachtree Insurance Center Building of approximately 65,489square feet, being presently occupied by the Lessee, and located at thefollowing address: 4370 Peachtree Road, N.E., Atlanta, Georgia 30319.     Lessor and Lessee agree this Lease includes Lessee’s pro-rata share of parking spaces forconventional automobiles in the parking deck located at the rear of the building in which thePremises are located. Lessor reserves the right to make and enforce such rules and regulations asLessor deems necessary and appropriate for the regulation of the use of such parking spaces.Lessor further reserves the right to relocate such spaces from time to time in order toaccommodate Lessor’s parking requirements.     1. TERM     The lease term shall commence as of the first day of the first month following approval bythe Georgia Department of Insurance. (hereinafter called the “Term Commencement Date”).     2. USE AND POSSESSION     It is understood that the Premises are to be used for general office purposes and for noother purpose without prior written consent of Lessor. Lessee shall not use the Premises for anyunlawful purpose or so as to constitute a nuisance. The Lessee, at the expiration of the term,shall deliver up the Premises in good repair and condition, damages beyond the control of theLessee, reasonable use, ordinary decay, wear and tear excepted. All alterations, additions orimprovements (including, but not limited to, carpets, drapes and drape hardware) shall become theproperty of Lessor at the expiration of this Lease.
 

 
     3. RENT     Lessee hereby covenants and agrees to pay to the Lessor, or to such other party as Lessordesignates, without deduction, demand or set-off, an annual rent of $622,146.00 (based upon a rateof $9.50 per annum per square foot), in equal monthly installments, payable in advance beginningon the Term Commencement Date of this Lease and on the first day of each and every monththereafter of $51,845.50 (hereinafter called “Rent”). Rent shall be paid to Lessor at the addressset forth above, or at such other address as Lessor shall provide in writing. Rent will beadjusted in the manner set forth in Paragraph Four. Lessor may charge Lessee a late charge ofthree (3%) percent of such payment for each payment of rent or other sums due hereunder which arenot received by the Lessor within ten (10) days of the applicable due date. No termination of thisLease prior to the normal ending hereof shall affect Lessor’s right to collect rent for the periodprior to such termination.     4. RENT ADJUSTMENT     Rent shall be adjusted on every fifth anniversary of the Term Commencement Date, inaccordance with terms that the parties find mutually agreeable. In the absence of such agreementthirty days prior to each fifth anniversary, rent shall continue at the current rate until anagreeable rent is negotiated.     5. LEASE CANCELLATION     The lease shall be in effect continuously unless written notice of cancellation is providedby either party at least twelve months in advance of the actual termination date.     6. SALES AND USE TAX     The Lessee hereby covenants and agrees to pay monthly, as additional rent, any sales, use orother tax, excluding State and/or Federal Income Tax, now or hereafter imposed upon rents by theUnited States of America, the State, or any political subdivision thereof, to the Lessor,notwithstanding the fact that such statute, ordinance or enactment imposing the same may endeavorto impose the tax on the Lessor.     7. ORDINANCES AND REGULATIONS     The Lessee hereby covenants and agrees to comply with all the rules and regulations of theBoard of Fire Underwriters. Officers or Boards of the City, County or State having jurisdictionover the Premises, and with all ordinances and regulations of governmental authorities wherein thePremises are located, at Lessee’s sole cost and expense, but only insofar as any of such rules,ordinances and regulations pertain to the manner in which the Lessee shall use the Premises.
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     8. SERVICES     Lessor covenants and agrees to provide the necessary services in order for the Premises to beused as a general office building.     The Lessee does hereby agree to pay the pro-rata share of all real estate taxes, generalmaintenance expenses and upkeep of building, including necessary service contracts for heating andair-conditioning, elevator, music service, pest control, exterior maintenance, sanitary supplies,interior and exterior lighting, yard maintenance, yard equipment and repairs, water and sewerageservice, electrical service, plumbing repairs, mechanical repairs, paving or parking deck repairs,garbage and sanitation service, redecorating or changes to common areas, janitorial service,window cleaning, and insurance coverage sufficient to cover the fair market value of the buildingand improvements. Insurance includes any liability coverage for the protection of the Lessor andLessee. The Lessee also agrees to pay the pro-rata share of any other requirements such as maidservice, additional security system, and/or any other items not specifically determined. TheLessee agrees to pay the pro-rata share of expense to Lessor on a current monthly basis. TheLessee hereby assumes complete responsibility for the direct maintenance cost and upkeep of itscomputer air-conditioning system. Lessor shall provide a reasonable amount of parking at itsstandard rates for Lessee’s employees and visitors on Lessor’s parking area adjacent to thebuilding in which the Premises are situated.     If the Lessee shall require electrical current or install electrical equipment including, butnot limited to, electrical heating, refrigeration equipment, electronic data processing machines,punch card machines, or machines or equipment using current which will in any way increase theamount of the electricity usually furnished for use in general office space, Lessee will obtainprior written approval from the Lessor and pay periodically for the additional direct expenseinvolved, including any installation cost thereof.     Lessor shall in no way be liable for cessation of any of the above services caused by strike,accident or reasonable breakdown, nor shall Lessor be liable for damages from the stopping ofelevators or elevator service, or any of the fixtures or equipment in the building being out ofrepair, or for injury to person or property, caused by any defects in the electrical equipment,heating, ventilating and air-conditioning system, elevators or water apparatus, or for any damagesarising out of failure to furnish the services enumerated in this paragraph.     Lessor’s obligation to furnish light, heat and power shall be conditioned upon theavailability of adequate energy sources. Lessor shall have the right to reduce heat and lightingas required by any mandatory or voluntary fuel or energy saving, allocation or similar statute,regulation, order or program.     9. INSURANCE     Lessee shall carry all risk of physical loss insurance insuring its interest in Lessee’simprovements in
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the Premises and its interest in its furniture, equipment and supplies. Lesseeshall also keep in full force andeffect liability insurance protecting Lessee and Lessor with limits of liability in an amountto be determined by Lessor, to include fire damage and water damage legal liability. Lessor shallbe furnished with evidence of such insurance, including evidence that Lessor-is named as anadditional insured under such policy. Such policy shall provide that it may not be canceled unlessa minimum of thirty (30) days notice of such cancellation is given to Lessor.     Lessor and Lessee each hereby release the other from any and all liability or responsibilityto the other or anyone claiming through or under them by way of subrogation or otherwise for anyloss or damage to property caused by fire or other perils insured in policies of insurancecovering such property, even if such loss or damage shall have been caused by the fault ornegligence of the other party, or anyone for whom such party may be responsible, including,without limitation, any other tenants or occupants of the remainder of the building; provided,however, that this release shall be applicable and in force and effect only to the extent thatsuch release shall be lawful at that time and in any event only with respect to loss or damageoccurring during such time as the releasor’s policy shall contain a clause or endorsement to theeffect that any such release shall not adversely affect or impair said policies or prejudice theright of the releasor to recover thereunder, and then only to the extent of the insurance proceedspayable under such policies. Lessor and Lessee each agree that they will request their insurancecarriers to include in their policies such a clause or endorsement. If extra costs shall becharged therefore, each party shall advise the other thereof and of the amount of the extra cost,and the other party, at its election, may pay the same, but shall not be obligated to do so. Ifsuch other party fails to pay such extra cost, the release provisions of this paragraph shall beinoperative against such other party to the extent necessary to avoid invalidation of suchreleasor‘s insurance.     10. ALTERATIONS     Lessee, by occupancy hereunder, accepts the Premises as being in good repair and condition.Lessee shall not make or suffer to be made any alterations, additions or improvements to or of theleased Premises, or any part thereof, without prior written consent of Lessor, which consent theLessor covenants and agrees shall not be unreasonably withheld. In the event Lessor consents tothe proposed alterations, additions, or improvements, the same shall be at Lessee’s sole cost andexpense, and Lessee shall hold Lessor harmless on account of the cost thereof and shall bond anymechanics or materialmens’s lien which is filed on account of such work within fifteen (15) daysof its filing. Any such alterations shall be made at such times and in such manner as not tounreasonably interfere with the occupations, use and enjoyment of the remainder of the building bythe other tenants thereof. If required by Lessor, such alterations shall be removed by Lessee uponthe termination or sooner expiration of the term of this Lease, and Lessee shall repair damage tothe Premises caused by such removal, all at Lessee’s cost and expense.
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     11.  QUIET ENJOYMENT     The Lessor covenants and agrees that Lessee, in paying said monthly rent and performing thecovenants herein, and subject to the provisions of Paragraph 18 of this Lease, shall and maypeaceably and quietly hold and enjoy the said premises and common areas, including but not limitedto parking areas, sidewalks, entrances, lobbies, restrooms and lounges for the term aforesaid.     12. LESSOR’S RIGHT TO INSPECT AND DISPLAY     The Lessor shall have the right, at reasonable times during the term of this Lease, to enterthe Premises for the purpose of examining or inspecting same and of making such repairs oralterations therein as the Lessor shall deem necessary, without being liable to Lessee in anymanner. The Lessor shall also have the right to enter the Premises at all reasonable hours for thepurpose of displaying said premises to prospective tenants within ninety (90) days prior to thetermination of this Lease.     13. DESTRUCTION OF PREMISES          (a) If the Premises are totally destroyed by fire or other casualties, both theLessor and Lessee shall have the option of terminating this Lease or any renewalthereof, upon giving written notice at any time within thirty (30) days from the dateof such destruction, and if the Lease be so terminated, all rent shall cease as of thedate of such destruction and any prepaid rent shall be refunded.          (b) If such Premises are partially damaged by fire or other casualty, or totallydestroyed thereby, and neither party elects to terminate this Lease within theprovisions of paragraph (a) above or (c) below, then the Lessor agrees, at Lessor’ssole cost and expense, to restore the Premises to a kind and quality substantiallysimilar to that immediately prior to such destruction or damage. Said restoration shallbe commenced within a reasonable time and completed without delay on the part of theLessor and in any event shall be accomplished within 150 days from the date of the fireor other casualty. In such case, all rents paid in advance shall be apportioned as ofthe date of damage or destruction, and all rent thereafter accruing shall be equitablyand appropriately suspended and adjusted according to the nature and extent of thedestruction or damage, pending completion of rebuilding, restoration or repair, exceptthat in the event the destruction or damage is, in Lessor’s determination, so extensiveas to make it unfeasible for the Lessee to conduct Lessee’s business on the Premises,the rent shall be completely abated until the Premises are restored by the Lessor oruntil the Lessee resumes use and occupancy of the Premises, whichever shall firstoccur. The Lessor shall not be liable for any inconvenience or interruption of businessof the Lessee occasioned by fire or other casualty.
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          (c) If the Lessor undertakes to restore, rebuild or repair the Premises, and suchrestoration, rebuilding or repair is not accomplished within 150 days, and suchfailure does not result from causes beyond the control of Lessor, the Lessee shall have theright to terminate this Lease by written notice to the Lessor within thirty (30) days afterexpiration of said 150 day period.          (d) Lessor shall not be liable to carry fire, casualty or extended damage insurance onthe person or property of the Lessee or any person or property which may now or hereafterbe placed in the Premises.     14. RULES AND REGULATIONS     Lessee will observe and comply with the Rules and Regulations set forth in Exhibit“A” hereof, which are incorporated herein by reference, and such amendments and additionsthereto as Lessor may prescribe by written notice to Lessee.     15. CONDEMNATION     If during the term of this Lease or any renewal thereof, the whole of the Premises, or suchportion thereof as will make the Premises unusable for the purpose leased, be condemned by publicauthority for public use, then, in either event, the term hereby granted shall cease and come toan end as of the date of the vesting of title in such public authority, or when possession isgiven to such public authority, whichever event last occurs. Upon such occurrence, the rent shallbe apportioned as of such date, and any prepaid rent shall be returned to the Lessee. The Lessorshall be entitled to the entire award for such taking except to the extent prohibited by Georgialaw. If a portion of the Premises is taken or condemned by authority for public use so as not tomake the remaining portion of the premises unusable for the purposes leased, this Lease will notbe terminated but shall continue. If any portion of the Premises on the interior of the buildingis so taken, the rent shall be equitably and fairly reduced or abated for the remainder of theterm in proportion to the amount of the Premises taken. In no event shall the Lessor be liable tothe Lessee for any business interruption, diminution in use, or for the value of any unexpiredterm of this Lease.     16. ASSIGNMENT AND SUBLEASE     The Lessee covenants and agrees not to encumber or assign this Lease or sublet all or anypart of the Premises without the written consent of the Lessor. Such assignment shall in no wayrelieve the Lessee from any obligations hereunder for the payment of rents or the performance ofthe conditions, covenants and provisions of this Lease.     In no event shall Lessee assign or sublet the Premises for any terms, conditions andcovenants other
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than those contained herein. In no event shall this Lease be assigned or beassignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise,and in no event shall this Lease or any rights orprivileges hereunder be an asset of Lessee under any bankruptcy, insolvency or reorganizationproceedings. Lessor shall not be liable nor shall the Premises be subject to any mechanics,materialmen’s or other type liens, and Lessee shall keep the Premises and property in which thePremises are situated free from any such liens and shall indemnify Lessor against and satisfy anysuch liens which may obtain because of acts of Lessee notwithstanding the foregoing provision.     17. HOLDOVER     It is further covenanted and agreed that if the Lessee, any assignee or sub-lessee shallcontinue to occupy the Premises after the termination of this Lease without prior written consentof the Lessor, such tenancy shall be Tenancy at Sufferance. Acceptance by the Lessor of rentafter such termination shall not constitute a renewal of this Lease or a consent to suchoccupancy nor shall it waive Lessor’s right of re-entry or any other right contained herein orotherwise available to Lessor at law or in equity.     18. ESTOPPEL CERTIFICATES     Lessee shall, within ten (10) days after request by Lessor, execute, acknowledge and deliverto Lessor a sworn, written statement regarding the status of this Lease, including the spaceoccupied, the rentals paid hereunder, the amount of any security deposit held hereunder, andwhether any defaults, off-sets or defenses exist in connection herewith.     19. SUBORDINATION AND ATTORNMENT     (a) Except as provided in Subparagraph (c) below with respect to mortgage subordination, thisLease and all rights of Lessee hereunder are and shall be subject and subordinate to the lien andsecurity title of Lessor’s Mortgage (defined herein below). Lessee recognizes and agrees to therights of the holder of Lessor’s Mortgage to foreclose or exercise the power of sale against thepremises under Lessor’s Mortgage.     (b) While subparagraph (a) above is self-operative, and no further instrument orsubordination shall be necessary, Lessee shall, in confirmation of such subordination, upondemand, at any time or times, execute, acknowledge and deliver to Lessor or a holder of Lessor’sMortgage, any and all instruments requested by either of them to evidence such subordination.     (c) Lessee shall, upon demand, at any time or times, execute, acknowledge and deliver to aholder of Lessor’s Mortgage, any and all instruments that may be necessary to make this Leasesuperior to the lien of Lessor’s Mortgage.
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     (d) If a holder of Lessor’s Mortgage shall hereafter succeed to the rights of Lessor underthis Lease, whether through possession, foreclosure, deed-under-power, deed-in-lieu or otherwise,Lessee shall, atthe option of such holder, attorn to and recognize such successor as Lessee’s Lessor underthis Lease without change in the terms and provisions of this Lease (provided that such successorshall not be bound by (i) any payment of rent or additional rent for more than one month inadvance, except prepayments in the nature of security for the performance by Lessee of itsobligations under this Lease, and then only if such prepayments have been deposited with and areunder the control of such successor, or (ii) any provision or amendment or modification of thisLease, and shall promptly execute and deliver any instrument that may be necessary to evidencesuch attornment. Upon such attornment, this Lease shall continue in full force and effect as adirect lease between each successor Lessor and Lessee, subject to all of the terms, covenants andconditions of this Lease.     (e) If Lessee fails at any time to execute, acknowledge and deliver any of the instrumentsprovided for by Subparagraphs (b), (c) and (d) above within ten days after Lessor’s notice to doso, Lessor, in addition to the remedies granted to Lessor in this Lease for a default, mayexecute, acknowledge and deliver any and all of such instruments as the attorney-in-fact of Lesseeand in its name, place and stead, and Lessee hereby irrevocably appoints Lessor, its successorsand assigns as such attorney-in-fact.     (f) From time to time and upon not less than five (5) days prior notice, Lessee shallexecute, acknowledge and deliver to a holder of Lessor’s Mortgage a statement in writing addressedto it certifying (i) that this Lease is unmodified and in full force and effect (or if there havebeen modifications, that the same are in full force and effect as modified and specifying themodification), the date to which rent and other charges have been paid, and whether or not to theknowledge of the signer there exists any failure by Lessor to perform any term, covenant orcondition contained in this Lease and, if so, specifying such failure. It is intended that anysuch statement may be relied upon by a holder of Lessor’s Mortgage or a purchaser thereunder.     As used in this paragraph, the term “Lessor’s Mortgage” means any of all mortgages, deeds tosecure debt, deeds of trust or other instruments in the nature thereof which may now or hereafteraffect or encumber Lessor’s title to the Premises.     20. LESSOR’S LIABILITY     The extent of any liability of Lessor arising hereunder or from Lessee’s use of the Premisesand the real estate on which such Premises are located shall be limited to Lessor’s interest insuch real estate.     21. INDEMNIFICATION
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     The Lessor shall not be liable for any damage or injury to any person or property whether itbe the person or property of the Lessee, the Lessee’s employees, agents, guests, invitees orotherwise by reason of Lessee’s occupancy of the Premises or because of fire, flood, windstorm,Acts of God or for any other reason. The Lessee agrees to indemnify and save harmless the Lessorfrom and against any and all loss, damage, claim,demand, liability or expense by reason of damage to person or property which may arise or beclaimed to have arisen as a result of the occupancy or use of said Premises by the Lessee or byreason thereof or in connection therewith, or in any way arising on account of any injury ordamage caused to any person or property on or in the Premises providing, however, that Lesseeshall not indemnify as to the loss or damage due to willful fault of Lessor. If Lessee’s use ofthe Premises causes Lessor’s insurance premium for the building to be increased, the Lessee agreesto pay, as additional rent plus any applicable sales or use taxes, the entire cost of suchincrease.     22. CONSTRUCTION OF LANGUAGE     The terms lease, lease agreement or agreement shall be inclusive of each other, also toinclude renewals, extensions or modifications of the Lease. Words of any gender used in this Leaseshall be held to include any other gender, and words in the singular shall be held to include theplural and the plural to include the singular, when the sense requires. The paragraph headings andtitles are not a part of this Lease and shall have no effect upon the construction orinterpretation of any part hereof.     23. DEFAULT     In the event the Lessee shall default in the payment of rent or any other sums payable by theLessee herein, and such default shall continue for a period of ten (10) days, or if the Lesseeshall default in the performance of any other covenants or agreements of this Lease and suchdefault shall continue for thirty (30) days after written notice thereof, or if the Lessee shouldbecome bankrupt or insolvent or any debtor proceedings be taken by or against the Lessee, then andin addition to any and all other legal remedies and rights, the Lessor may declare the entirebalance of the rent for the remainder of the term to be due and payable and may collect the sameby distress or otherwise, and Lessor shall have a lien on the personal property of the Lesseewhich is located in the Premises, and in order to protect its security interest in the saidproperty Lessor may, without first obtaining a distress warrant, lock up the Premises in order toprotect said interest in the secured property; or the Lessor may terminate this Lease and retakepossession of the Premises; or enter the Premises and re-let the same without termination, inwhich latter event the Lessee covenants and agrees to pay any deficiency after Lessee is creditedwith the rent thereby obtained less all repairs and expenses (including the expenses of obtainingpossession); or the Lessor may resort to any two or more of such remedies or rights or any otherremedies available at law or in equity, and adoption of one or more such remedies or rights shallnot necessarily prevent the enforcement of others concurrently or thereafter.     The Lessee also covenants and agrees to pay reasonable attorneys’ fees and costs and expensesof the
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Lessor, including court costs, if the Lessor employs an attorney to collect rent or enforceother rights of the Lessor herein in event of any breach as aforesaid, and the same shall bepayable regardless of whether collection or enforcement is effected by suit or otherwise.     Rent and other sums due hereunder shall accrue interest at a rate per annum equal to fifteenpercent (15.0%) per annum from and after ten (10) daysafter the applicable due date hereunderuntil paid-in-full. Such interest shall be due and payable by Lessee to Lessor upon demand and asa condition of cure.     24. SUCCESSORS AND ASSIGNS     Except as provided in paragraph 16 above, this Lease shall bind and inure to the benefit ofthe successors, assigns, heirs, executors, administrators and legal representatives of theparties hereto.     25.  NON-WAIVER     No waiver of any covenant or condition of this Lease by either party shall be deemed toimply or constitute a further waiver of the same covenant or condition or any other covenant orcondition of this Lease.     Lessee has only a usufruct under this agreement not subject to levy and sale; no estateshall pass out of Lessor.     26. NOTICES     For the purpose of notice or demand, the respective parties shall be served by certified orregistered mail, return receipt requested, addressed to the Lessee at its mailing address as setfurther herein, or posted at the Premises, and to the Lessor at its mailing address as set forthon the first page. All notices shall be deemed given on the date delivered, if by hand delivery orposting, or on the date deposited in the mail, if mailed.     27. SPECIAL STIPULATIONS     Special stipulations, if any, set forth below or attached hereto shall control if in conflictwith any of the foregoing provisions of this Lease.     28. MISCELLANEOUS          (a) Governing Law. This Lease shall be construed and enforced inaccordance with the laws of the State of Georgia.          (b) Counterpart Copies. This agreement may be executed in two (2) or morecounterpart copies, all of which counterparts shall have the same force and effect asif allparties hereto have
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executed a single copy of this Lease.     (c) Entire Agreement. This Agreement contains the final and entireagreement between the parties hereto with respect to the lease of the Premisesdescribed herein, and is intended to be an integration of all prior negotiations andunderstandings. No party shall be bound by any term,condition*,*statement, warranty or representation, oral or written not containedherein. No change or modification of the Lease shall be valid unless the same is inwriting and signed by the parties hereto. No waiver of any provision of this Leaseshall be valid unless in writing and signed by the party against which it is sought tobe enforced.     (d) Severability. If all or any portion of any of the provisions of thisLease shall be declared invalid by laws applicable thereto, then the performance ofsuch offending provisions shall be excused by the parties hereto, and this Lease shallbe valid and enforceable as to all other provisions thereof.     (e) Authority of Lessee. Lessee represents and warrants that Lessee andthe personor persons executing this Lease, on behalf of Lessee, have the fulland entire right, power and authority to execute this Lease and to perform theobligations hereunder.
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     IN WITNESS WHEREOF, Lessee and Lessor have caused this instrument to be executed under sealas of the date first above written, by their respective officers or parties thereunto dulyauthorized.         “LESSOR”         DELTA LIFE INSURANCE CO., a Georgiacorporation         By: /s/ James B. Falkler Secretary/Treasurer              Title         Attest: /s/ Jeff Donahue Controller             Title  (SEAL)