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                                                                   Exhibit 10.11
                                                                   -------------

                                     WAIVER

     THIS WAIVER is made and entered into as of the 20th day of February, 2002,
by and between FIRST COMMERCIAL BANK, an Alabama banking corporation ("Lender"),
and VESTA INSURANCE GROUP, INC., a Delaware corporation ("Vesta"), and J. GORDON
GAINES, INC., a Delaware corporation ("Gaines"; Gaines and Vesta may
collectively be referred to as "Borrower").

                              W I T N E S S E T H:

     WHEREAS, Borrower executed that certain Note, dated May 1, 2001, in the
original principal amount of $15,000,000.00 payable to the order of Lender (the
"Note"), evidencing a loan from Lender to Borrower (the "Loan");

     WHEREAS, the Loan is further evidenced by that certain Amended and Restated
Credit Agreement, dated as of May 1, 2001 (as the same may heretofore or
hereafter be amended, modified or supplemented, collectively, the "Credit
Agreement"; all terms not otherwise defined herein shall have the meanings
ascribed to them in the Credit Agreement) (the Credit Agreement and all
documents required by Lender to be executed by Borrower in connection therewith
shall be collectively referred to as the "Loan Documents");

     WHEREAS, Borrower has not defaulted on any installment on the Note, or
otherwise defaulted under the Note, but may not be in compliance with certain
provisions of Sections 6.2 and 6.3 of the Credit Agreement;

     WHEREAS, Borrower has requested that Lender waive its right to declare an
Event of Default in the event of such non-compliance and Lender has agreed to
waive its right to declare an Event of Default based on such non-compliance
under the terms and conditions set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1. Waiver. Lender agrees to waive its right to declare an Event of Default,
        ------
taking action upon, exercising its remedies under, executing upon, or enforcing
the Loan Documents due to the failure of Borrower to comply with the
Consolidated Net Income and Statutory Surplus requirements for the fourth (4th)
quarter of 2001 as set forth in Sections 6.2 and 6.3, respectively, of the
Credit Agreement. Borrower acknowledges that if any other Event of Default
occurs or upon an event of default hereunder, Lender shall no longer be
obligated to


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forebear from taking action upon, exercising its remedies under, executing upon,
or enforcing the Loan Documents.

     2. Reaffirmation of Loan Documents.
        -------------------------------

          (a) Borrower acknowledges, agrees and reaffirms that the Loan
Documents are and remain in full force and effect and are fully enforceable
against Borrower in accordance with the terms of said Loan Documents. Borrower
has no and/or hereby waives any and all defenses to said enforcement.

          (b) Borrower represents and warrants to Lender that as of the
effective date of this Agreement, all representations and warranties contained
in the Loan Documents remain true and correct, all terms, covenants, negative
covenants, representations, warranties, agreements, events of default, remedies,
releases, waivers, and conditions of the Loan Documents are hereby reaffirmed,
ratified, reiterated, agreed to, and adopted herein by reference by Borrower and
shall continue unchanged and in full force and effect as to Borrower, in
accordance with the terms of said Loan Documents.

     This Waiver is executed as of the date first above written.

                                               LENDER:

                                               FIRST COMMERCIAL BANK,
                                               an Alabama banking corporation


                                               By:  /s/ James Brunstad
                                                    ----------------------------
                                               Its: Senior Vice President
                                                    ----------------------------


                                               BORROWER:

                                               VESTA INSURANCE GROUP, INC.,
                                               a Delaware corporation


                                               By:  /s/ Norman W. Gayle III
                                                    ----------------------------
                                               Its: President
                                                    ----------------------------


                                               J. GORDON GAINES, INC.,
                                               a Delaware corporation

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                                               By:  /s/ Norman W. Gayle III
                                                    ----------------------------
                                               Its: President
                                                    ----------------------------