ADDENDUM #4 to the AMENDED AND RESTATED MANAGEMENT AND OPERATING AGREEMENT (Effective as of December 1, 2007)

Exhibit 10(a)

ADDENDUM #4

to the

AMENDED AND RESTATED

MANAGEMENT AND OPERATING AGREEMENT

(Effective as of December 1, 2007)

This is Addendum #4 (the “Fourth Addendum”) to the Amended and Restated Management and Operating Agreement bearing an effective date of January 1, 2001, and amended by Addendum #3, effective January 1, 2005, Addendum #2, effective January 1, 2005, and Addendum #1, effective August 9, 2001 (the “M&O Agreement”), by and between Alfa Mutual Insurance Company, on the one hand, and Alfa Mutual Fire Insurance Company, Alfa Mutual General Insurance Company, Alfa Life Insurance Corporation, Alfa Insurance Corporation, Alfa General Insurance Corporation, Alfa Specialty Insurance Corporation, Alfa Financial Corporation, Alfa Corporation, Alfa Builders, Inc., Alfa Realty, Inc., Alfa Properties, Inc., Alfa Agency Alabama, Inc., Alfa Agency Georgia, Inc., Alfa Agency Mississippi, Inc., Alfa Benefits Corporation, ESB Investors Ltd. Partnership I, ESB Investors Ltd. Partnership II, Alfa Alliance Insurance Corporation, f/k/a Virginia Mutual Insurance Company, Alfa Vision Insurance Corporation, and The Vision Insurance Group, LLC.

BACKGROUND:

The parties desire to amend the M&O Agreement to add a settlement due date provision to the Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Capitalized terms used herein and not otherwise defined shall have those meanings ascribed to them in the M&O Agreement.

2. The M&O Agreement is hereby amended to add a new paragraph O. under Section 11, as follows:

11. Miscellaneous.

O. Settlement of Amounts Owed. Monthly balances due under this Agreement will be settled within 60 days of the month’s close.

3. The effective date of this Addendum #4 to the M&O Agreement shall be December 1, 2007.

4. Except to the extent amended by this Addendum, the M&O Agreement shall remain in full force and effect.

5. This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as of the day and year first above written.

ATTEST:						ALFA MUTUAL INSURANCE COMPANY
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA MUTUAL FIRE INSURANCE COMPANY
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA MUTUAL GENERAL INSURANCE COMPANY
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA LIFE INSURANCE CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA INSURANCE CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA GENERAL INSURANCE CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA SPECIALTY INSURANCE CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President

ATTEST:						ALFA FINANCIAL CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA BUILDERS, INC.
By:		/s/ Xxxxxx X. Xxxxxx				By:		/s/ Xxxxx X. Xxxxxxx
		Its Secretary						Its President
ATTEST:						ALFA REALTY, INC.
By:		/s/ Xxxxxx X. Xxxxxx				By:		/s/ Xxxxx X. Xxxxxxx
		Its Secretary						Its President
ATTEST:						ALFA PROPERTIES, INC.
By:		/s/ Xxxxxx X. Xxxxxx				By:		/s/ Xxxxx X. Xxxxxxx
		Its Secretary						Its President
ATTEST:						ALFA AGENCY ALABAMA, INC.
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA AGENCY GEORGIA, INC.
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA AGENCY MISSISSIPPI, INC.
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA BENEFITS CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President

ATTEST:						ALFA ALLIANCE INSURANCE CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxxxx Xxxxx
		Its Secretary						Its President
ATTEST:						ALFA VISION INSURANCE CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						THE VISION INSURANCE GROUP, LLC
By:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
		Its Secretary						Its President
ATTEST:						ESB INVESTORS LTD. PARTNERSHIP I By its General Partner:
						ALFA LIFE INSURANCE CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President
ATTEST:						ESB INVESTORS LTD. PARTNERSHIP II
						By its General Partner:
						ALFA LIFE INSURANCE CORPORATION
By:		/s/ X. Xx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Its Secretary						Its President