Common use of Effect of the Merger on Capital Stock Clause in Contracts

Effect of the Merger on Capital Stock. Exchange of Certificates 8 4.1 Effect on Capital Stock 8 4.2 Exchange of Certificates 9 4.3 Treatment of Company Awards 12 4.4 Adjustments to Prevent Dilution 12 ARTICLE V Representations and Warranties of the Company 13 5.1 Approval and Fairness 13 5.2 Brokers and Finders 14 ARTICLE VI Representations and Warranties of the Mutual Group and Merger Sub 14 6.1 Organization, Good Standing and Qualification 14 6.2 Corporate Authority 14 6.3 Governmental Filings; No Violations; Certain Contracts 14 6.4 Litigation 15 6.5 Capitalization of Merger Sub 15 6.6 Information Supplied 16 6.7 Brokers and Finders 16 6.8 Financing Plan 16 ARTICLE VII Covenants 16 7.1 Interim Operations 16 7.2 Acquisition Proposals 16 7.3 Information Supplied 19 7.4 Stockholders Meeting 19 7.5 Filings; Other Actions; Notification 20 7.6 Certain Transactions Prior to or at Effective Time 22 7.7 Publicity 22 7.8 Expenses 22 7.9 Indemnification; Directors’ and Officers’ Insurance 22 7.10 Other Actions by the Company 24 7.11 The Mutual Group Vote 25 7.12 Continuation of the Special Committee 25 ARTICLE VIII Conditions 26 8.1 Conditions to Each Party’s Obligation to Effect the Merger 26 8.2 Conditions to Obligations of the Mutual Group and Merger Sub 26 8.3 Conditions to Obligation of the Company 27 ARTICLE IX Termination 27 9.1 Termination by Mutual Consent 27 9.2 Termination by Either the Mutual Group or the Company 27 9.3 Termination by the Company 28 9.4 Termination by the Mutual Group 28 9.5 Effect of Termination and Abandonment 28 ARTICLE X Miscellaneous and General 28 10.1 Survival 28 10.2 Modification or Amendment 29 10.3 Waiver of Conditions 29 10.4 Counterparts 29 10.5 Governing Law and Venue; Waiver of Jury Trial; Specific Performance 29 10.6 Notices 30 10.7 Entire Agreement 31 10.8 No Third-Party Beneficiaries 32 10.9 Obligations of the Mutual Group and of the Company 32 10.10 Severability 32 10.11 Assignment 32 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of November 4, 2007, among Alfa Corporation, a Delaware corporation (the “Company”), Alfa Mutual Insurance Company, an Alabama corporation (“AMI”), Alfa Mutual Fire Insurance Company, an Alabama corporation (“AMF”) (AMI and AMF are together, the “Mutual Group”), and Alfa Delaware Merger Sub, Inc., a Delaware corporation (“Merger Sub”).

Effect of the Merger on Capital Stock. Exchange Section 2.1 Treatment of Capital Stock 4 Section 2.2 Surrender of Certificates 8 4.1 Effect on Capital Stock 8 4.2 Exchange of Certificates 9 4.3 and Book-Entry Shares 5 Section 2.3 Treatment of Company Equity Awards 8 Section 2.4 Subsequent Actions 9 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 3.1 Organization and Power 10 Section 3.2 Foreign Qualifications 10 Section 3.3 Corporate Authorization 10 Section 3.4 Enforceability 11 Section 3.5 Subsidiaries 11 Section 3.6 Governmental Authorizations 11 Section 3.7 Non-Contravention 12 4.4 Adjustments to Prevent Dilution 12 ARTICLE V Section 3.8 Capitalization 13 Section 3.9 Voting 14 Section 3.10 SEC Reports; Company Proxy Statement; Schedule 13E-3 14 Section 3.11 Financial Statements; Internal Controls 15 Section 3.12 Liabilities 16 Section 3.13 Absence of Certain Changes 17 Section 3.14 Litigation 17 Section 3.15 Material Contracts 18 Section 3.16 Benefit Plans 20 Section 3.17 Labor Relations 22 Section 3.18 Taxes 23 Section 3.19 Environmental Matters 23 Section 3.20 Intellectual Property 24 Section 3.21 Real Property 25 Section 3.22 Permits; Compliance with Law 26 Section 3.23 Insurance 26 Section 3.24 Affiliated Transactions 26 Section 3.25 Opinions of Financial Advisor 27 Section 3.26 Brokers 27 Section 3.27 State Takeover Laws 27 Section 3.28 Certain Business Practices 27 Section 3.29 Exclusivity of Representations and Warranties 27 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Section 4.1 Organization and Power 28 Section 4.2 Corporate Authorization 28 Section 4.3 Governmental Authorizations 28 Section 4.4 Non-Contravention 29 Section 4.5 Capitalization; Interim Operations of the Company 13 5.1 Approval Merger Sub; Ownership of Common Stock and Fairness 13 5.2 Preferred Stock 29 Section 4.6 Equity Financing; Availability of Funds; No Lock-Ups 30 Section 4.7 Litigation 31 Section 4.8 No Regulatory Impediment 31 Section 4.9 Licensability 31 Section 4.10 Absence of Certain Arrangements 32 Section 4.11 Brokers and Finders 14 ARTICLE VI 32 Section 4.12 Proxy Statement; Schedule 13E-3 32 Section 4.13 Exclusivity of Representations and Warranties of the Mutual Group and Merger Sub 14 6.1 Organization, Good Standing and Qualification 14 6.2 Corporate Authority 14 6.3 Governmental FilingsWarranties; No Violations; Certain Contracts 14 6.4 Litigation 15 6.5 Capitalization of Merger Sub 15 6.6 Information Supplied 16 6.7 Brokers and Finders 16 6.8 Financing Plan 16 Non-Reliance 33 ARTICLE VII Covenants 16 7.1 Interim Operations 16 7.2 Acquisition Proposals 16 7.3 Information Supplied 19 7.4 Stockholders Meeting 19 7.5 Filings; Other Actions; Notification 20 7.6 Certain Transactions Prior to or at Effective Time 22 7.7 Publicity 22 7.8 Expenses 22 7.9 Indemnification; Directors’ and Officers’ Insurance 22 7.10 Other Actions by the Company 24 7.11 The Mutual Group Vote 25 7.12 Continuation of the Special Committee 25 ARTICLE VIII Conditions 26 8.1 Conditions to Each Party’s Obligation to Effect the Merger 26 8.2 Conditions to Obligations of the Mutual Group and Merger Sub 26 8.3 Conditions to Obligation of the Company 27 ARTICLE IX Termination 27 9.1 Termination by Mutual Consent 27 9.2 Termination by Either the Mutual Group or the Company 27 9.3 Termination by the Company 28 9.4 Termination by the Mutual Group 28 9.5 Effect of Termination and Abandonment 28 ARTICLE X Miscellaneous and General 28 10.1 Survival 28 10.2 Modification or Amendment 29 10.3 Waiver of Conditions 29 10.4 Counterparts 29 10.5 Governing Law and Venue; Waiver of Jury Trial; Specific Performance 29 10.6 Notices 30 10.7 Entire Agreement 31 10.8 No Third-Party Beneficiaries 32 10.9 Obligations of the Mutual Group and of the Company 32 10.10 Severability 32 10.11 Assignment 32 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of November 4, 2007, among Alfa Corporation, a Delaware corporation (the “Company”), Alfa Mutual Insurance Company, an Alabama corporation (“AMI”), Alfa Mutual Fire Insurance Company, an Alabama corporation (“AMF”) (AMI and AMF are together, the “Mutual Group”), and Alfa Delaware Merger Sub, Inc., a Delaware corporation (“Merger Sub”).V

Effect of the Merger on Capital Stock. Exchange 13 3.1 Effect of Certificates 8 4.1 Effect the Merger on Capital Stock 8 4.2 Exchange of 13 3.2 Surrender and Payment 14 3.3 Dissenting Shares 16 3.4 Adjustments 17 3.5 Withholding Rights 17 3.6 Lost Certificates 9 4.3 17 3.7 Treatment of Company Equity Awards 12 17 3.8 Warrants 18 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 18 4.1 Organization and Good Standing 18 4.2 Subsidiaries 19 4.3 Power, Authority and Consents 20 4.4 Adjustments to Prevent Dilution 12 ARTICLE V Representations and Warranties No Conflict 21 4.5 Capitalization of the Company 13 5.1 Approval and Fairness 13 5.2 Brokers and Finders 14 ARTICLE VI Representations and Warranties of the Mutual Group and Merger Sub 14 6.1 Organization, Good Standing and Qualification 14 6.2 Corporate Authority 14 6.3 Governmental 22 4.6 Company SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act Compliance 24 4.7 Litigation 26 4.8 Taxes 27 4.9 No ViolationsUndisclosed Liabilities 29 4.10 Real Property and Personal Property Matters 30 4.11 Contracts, Agreements, Arrangements, Commitments and Undertakings 33 4.12 Intellectual Property 35 4.13 Compliance with Laws; Permits 37 4.14 Employees, ERISA and Other Compliance 38 4.15 Environmental Compliance and Conditions 40 4.16 Government Contracts and Government Bids 41 4.17 Merger Expenses 42 4.18 Insurance 42 4.19 Related Party Transactions 43 4.20 Product Liability and Warranty 43 4.21 Company Proxy Statement 43 4.22 Absence of Certain Contracts 14 6.4 Litigation 15 6.5 Capitalization Changes or Events 44 4.23 Anti-Takeover Provisions 44 4.24 Opinion of Merger Sub 15 6.6 Information Supplied 16 6.7 Brokers Financial Advisor 44 4.25 Occupational Safety and Finders 16 6.8 Financing Plan 16 ARTICLE VII Covenants 16 7.1 Interim Operations 16 7.2 Acquisition Proposals 16 7.3 Information Supplied 19 7.4 Stockholders Meeting 19 7.5 Filings; Other Actions; Notification 20 7.6 Certain Transactions Prior to or at Effective Time 22 7.7 Publicity 22 7.8 Expenses 22 7.9 Indemnification; Directors’ and Officers’ Insurance 22 7.10 Other Actions by the Company 24 7.11 The Mutual Group Vote 25 7.12 Continuation of the Special Committee 25 ARTICLE VIII Conditions 26 8.1 Conditions to Each Party’s Obligation to Effect the Merger 26 8.2 Conditions to Obligations of the Mutual Group and Merger Sub 26 8.3 Conditions to Obligation of the Company 27 ARTICLE IX Termination 27 9.1 Termination by Mutual Consent 27 9.2 Termination by Either the Mutual Group or the Company 27 9.3 Termination by the Company 28 9.4 Termination by the Mutual Group 28 9.5 Effect of Termination and Abandonment 28 ARTICLE X Miscellaneous and General 28 10.1 Survival 28 10.2 Modification or Amendment 29 10.3 Waiver of Conditions 29 10.4 Counterparts 29 10.5 Governing Law and Venue; Waiver of Jury Trial; Specific Performance 29 10.6 Notices 30 10.7 Entire Agreement 31 10.8 No Third-Party Beneficiaries 32 10.9 Obligations of the Mutual Group and of the Company 32 10.10 Severability 32 10.11 Assignment 32 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of November 4, 2007, among Alfa Corporation, a Delaware corporation (the “Company”), Alfa Mutual Insurance Company, an Alabama corporation (“AMI”), Alfa Mutual Fire Insurance Company, an Alabama corporation (“AMF”) (AMI and AMF are together, the “Mutual Group”), and Alfa Delaware Merger Sub, Inc., a Delaware corporation (“Merger Sub”).Health Matters 44 4.26 Standstill 45

Effect of the Merger on Capital Stock. Exchange EXCHANGE OF CERTIFICATES 5 2.1 Effect of Certificates 8 4.1 Effect the Merger on Capital Stock 8 4.2 5 2.2 Exchange of Procedures 7 2.3 Adjustments 12 2.4 Withholding Rights 12 2.5 Lost Certificates 9 4.3 12 2.6 Treatment of Stock Options and Other Stock-Based Compensation 12 2.7 Treatment of Warrants 13 2.8 Tax Treatment 13 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 13 3.1 Organization and Good Standing 13 3.2 Capitalization 14 3.3 Absence of Rights to Acquire Company Awards 12 4.4 Adjustments Securities 14 3.4 Not a Reporting Corporation 14 3.5 Authority 14 3.6 No Conflict 15 3.7 Subsidiaries 16 3.8 Partnerships or Joint Ventures 16 3.9 Financial Statements 16 3.10 Books and Records/Minute Books 19 3.11 Title to Prevent Dilution 12 ARTICLE V Personal Property 19 3.12 Title to Real Property 19 3.13 Intellectual Property 19 3.14 Accounts Receivable 23 3.15 Inventories 23 3.16 Material Contracts 23 3.17 Tax Matters 24 3.18 No Agents 25 3.19 Employment Matters 25 3.20 ERISA 27 3.21 Consents 28 3.22 Compliance 28 3.23 Legal Proceedings 29 3.24 Operating Permits and Licenses 29 3.25 Insurance 30 3.26 Indebtedness of the Company 30 3.27 Related Party Transactions 31 3.28 Compliance with Healthcare Laws 31 3.29 Compliance with Advertising Laws 31 3.30 Compliance with Environmental Laws 32 3.31 Expropriation 32 3.32 Rights of Other Persons 32 3.33 Rights on Business Activities 32 3.34 Relationships with Customers, Suppliers, Distributors and Sales Representatives 33 3.35 Regulatory Proceedings 33 3.36 Products 33 3.37 Protection of Personal Information 33 3.38 Certain Payments 33 3.39 Sanctions 34 3.40 Anti-Money Laundering and Compliance with Anti-Corruptions Laws 34 3.41 Parent Disclosure Record 35 3.42 No Standstills 35 3.43 Anti-Takeover Statutes 35 3.44 Absence of Certain Changes or Events 35 3.45 Undisclosed Information 36 3.46 Survival 36 3.47 Reliance 36 3.48 No Further Representations and Warranties of the Company 13 5.1 Approval and Fairness 13 5.2 Brokers and Finders 14 ARTICLE VI Representations and Warranties of the Mutual Group and Merger Sub 14 6.1 Organization, Good Standing and Qualification 14 6.2 Corporate Authority 14 6.3 Governmental Filings; No Violations; Certain Contracts 14 6.4 Litigation 15 6.5 Capitalization of Merger Sub 15 6.6 Information Supplied 16 6.7 Brokers and Finders 16 6.8 Financing Plan 16 ARTICLE VII Covenants 16 7.1 Interim Operations 16 7.2 Acquisition Proposals 16 7.3 Information Supplied 19 7.4 Stockholders Meeting 19 7.5 Filings; Other Actions; Notification 20 7.6 Certain Transactions Prior to or at Effective Time 22 7.7 Publicity 22 7.8 Expenses 22 7.9 Indemnification; Directors’ and Officers’ Insurance 22 7.10 Other Actions by the Company 24 7.11 The Mutual Group Vote 25 7.12 Continuation of the Special Committee 25 ARTICLE VIII Conditions 26 8.1 Conditions to Each Party’s Obligation to Effect the Merger 26 8.2 Conditions to Obligations of the Mutual Group and Merger Sub 26 8.3 Conditions to Obligation of the Company 27 ARTICLE IX Termination 27 9.1 Termination by Mutual Consent 27 9.2 Termination by Either the Mutual Group or the Company 27 9.3 Termination by the Company 28 9.4 Termination by the Mutual Group 28 9.5 Effect of Termination and Abandonment 28 ARTICLE X Miscellaneous and General 28 10.1 Survival 28 10.2 Modification or Amendment 29 10.3 Waiver of Conditions 29 10.4 Counterparts 29 10.5 Governing Law and Venue; Waiver of Jury Trial; Specific Performance 29 10.6 Notices 30 10.7 Entire Agreement 31 10.8 No Third-Party Beneficiaries 32 10.9 Obligations of the Mutual Group and of the Company 32 10.10 Severability 32 10.11 Assignment 32 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of November 4, 2007, among Alfa Corporation, a Delaware corporation (the “Company”), Alfa Mutual Insurance Company, an Alabama corporation (“AMI”), Alfa Mutual Fire Insurance Company, an Alabama corporation (“AMF”) (AMI and AMF are together, the “Mutual Group”), and Alfa Delaware Merger Sub, Inc., a Delaware corporation (“Merger Sub”).36