FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT



 Exhibit 10.2 
 FIRST AMENDMENT TO 
 THIRD AMENDED AND RESTATED 
 CREDIT AGREEMENT 
 THIS FIRST
AMENDMENT 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 Initial
Participating 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 Agreement
dated 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 become
effective as of the Effective Date: 
 1. Recitals. The recitals hereinabove are hereby incorporated by this reference as if
fully set forth herein. 
 2. Rules of Construction. This Amendment is subject to the rules of construction set forth in
Section 1.2 of the Credit Agreement. 







 3. Representations and Warranties of Borrowers. The Borrowers represent and warrant to the
Lenders and the Agent as follows: 
 (a) Representations and Warranties in Credit Documents. All of the
representations 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 all
the 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 is
continuing. 
 (c) Organizational Documents. The articles of incorporation and bylaws of the Borrowers have not
been 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 attached
hereto 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 to
read, 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 Loans
pursuant 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 such
Lender’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 to
read, 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 to
the Agent pursuant to Section 5.3, taken as one accounting period. 
 (e) The first sentence of Section 7.2 of the
Credit Agreement is hereby amended to read, in its entirety, as follows: 
 Financial shall not permit its consolidated total
stockholders’ 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 were
delivered 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 the
other 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 the
Credit Documents, nor constitute a waiver of any provision thereof, except as specifically set forth in this Amendment. 
 7. Governing
Law, 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 successors
and permitted assigns. 
 8. Headings. The descriptive headings of the sections of this Amendment are for convenient reference
only 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 matter
hereof. 
  

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 10. Severability. If any provision of this Amendment shall be invalid, illegal or
unenforceable, 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 is
a 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 be
executed 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. Newby
	Title:	 	 President

	
	ALFA FINANCIAL CORPORATION
		
	By:	 	/s/ Jerry A. Newby
	Title:	 	 President

	
	ALFA LIFE INSURANCE CORPORATION
		
	By:	 	/s/ Jerry A. Newby
	Title:	 	 President

	
	ALFA INSURANCE CORP.
		
	By:	 	/s/ Jerry A. Newby
	Title:	 	 President

	
	ALFA GENERAL INSURANCE CORP.
		
	By:	 	/s/ Jerry A. Newby
	Title:	 	 President



  

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	AMSOUTH BANK, as a Lender
		
	By:	 	/s/ Illegible
	Title:	 	 Vice President




			
	
	Revolving Credit Commitment: $51,500,000
	
	Lending Office, Hand Delivery and Mailing Address:
	
	1900 5th Avenue North
	7th Floor, AmSouth Center
	Birmingham, Alabama 35203
	Attention:	 	John Law Robinson, III
	Telephone:	 	(205) 264-4257
	Facsimile:	 	(205) 581-7436


  

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	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Mary K. Young

	Title:	 	 Vice President




			
	
	Revolving Credit Commitment: $42,500,000
	
	Lending Office, Hand Delivery and Mailing Address:
	
	127 Public Square, 6th Floor
	Cleveland, OH 44114
	Attention:	 	Mary Young
	Telephone:	 	(216) 689-4443
	Facsimile:	 	(216) 689-4981


  

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	SOUTHTRUST BANK, as a Lender
		
	By:	 	 /s/ Lynn T. LaRussa

	Title:	 	 Senior Vice President




			
	
	Revolving Credit Commitment: $42,500,000
	
	Lending Office, Hand Delivery and Mailing Address:
	
	420 North 20th Street
	11th Floor, SouthTrust Tower
	Birmingham, Alabama 35203
	Attention:	 	Kelly Peace
	Telephone:	 	(205) 254-4090
	Facsimile:	 	(205) 254-6600


  

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	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ Kelly Gunter

	Title:	 	 Vice President




			
	
	Revolving Credit Commitment: $30,000,000
	
	Lending Office, Hand Delivery and Mailing Address:
	
	303 Peachtree Street, N.E.
	2nd Floor
	Atlanta, Georgia 30308
	Attention:	 	Nathan Bickford
	Telephone:	 	(404) 658-4219
	Facsimile:	 	(404) 588-8833


  

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	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Cheryl Lange

	Title:	 	 Vice President




			
	
	Revolving Credit Commitment: $30,000,000
	
	Lending Office, Hand Delivery and Mailing Address:
	
	3480 Eastern Boulevard
	Montgomery, Alabama 36116
	Attention:	 	Rob Hertenstein
	Telephone:	 	(334) 409-7357
	Facsimile:	 	(334) 409-7312


  

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	REGIONS BANK, as a Lender
		
	By:	 	 /s/ Richard Crook

	Title:	 	 Vice President




			
	
	Revolving Credit Commitment: $30,000,000
	
	Lending Office, Hand Delivery and Mailing Address:
	
	P. O. Box 511
	Montgomery, AL 36101
	Attention:	 	Wade Seamon
	Telephone:	 	(334) 832-8414
	Facsimile:	 	(334) 832-8560


  

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	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Gregory L. Dryden

	Title:	 	 Vice President




			
	
	Revolving Credit Commitment: $21,000,000
	
	Lending Office, Hand Delivery and Mailing Address:
	
	One U.S. Bank Plaza, 12th Floor
	St. Louis, Missouri 63101
	Attention:	 	Gregory L. Dryden
	Telephone:	 	(314) 418-3983
	Facsimile:	 	(314) 418-3859


  

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	COLONIAL BANK, as a Lender
		
	By:	 	 /s/ Illegible

	Title:	 	 Vice President




			
	
	Revolving Credit Commitment: $17,500,000
	
	Lending Office, Hand Delivery and Mailing Address:
	
	671 South Perry Street
	Montgomery, Alabama 36104
	Attention:	 	Webb Davis
	Telephone:	 	(334) 833-3845
	Facsimile:	 	(334) 833-3814


  

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	WHITNEY NATIONAL BANK, as a Lender
		
	By:	 	 /s/ Illegible

	Title:	 	 Senior Vice President




			
	
	Revolving Credit Commitment: $17,500,000
	
	Lending Office, Hand Delivery and Mailing Address:
	
	1695 Perry Hill Road
	Montgomery, Alabama 36106
	Attention:	 	Mark Hope
	Telephone:	 	(334) 260-4009
	Facsimile:	 	(334) 279-5794


  

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	COMERICA BANK, as a Lender
		
	By:	 	 /s/ Janet L. Wheeler

	Title:	 	 Corporate Banking Officer




			
	
	Revolving Credit Commitment: $17,500,000
	
	Lending Office, Hand Delivery and Mailing Address:
	
	4100 Spring Valley Rd, Ste 400
	Dallas, Texas 75244
	Attention:	 	Janet L. Wheeler
	Telephone:	 	(972) 361-2652
	Facsimile:	 	(972) 361-2550


  

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	AMSOUTH BANK, as Agent
		
	By:	 	 /s/ Illegible

	Title:	 	 Senior Vice President










 EXHIBIT A 
 (Revised Cover Page) 
 [see attached]