MANAGING GENERAL AGENT’S AGREEMENTGeneral Agent’s Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
This Managing General Agent’s Agreement (this “Agreement”) is made effective the 1st day of January, 2005 (the “Effective Date”), by and between ALFA VISION INSURANCE CORPORATION, an Alabama stock insurance company (the “Insurer”), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (the “MGA”).
AMENDMENT NO. 2 TO LLC INTEREST PURCHASE AGREEMENTLLC Interest Purchase Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
THIS AMENDMENT NO. 2 TO LLC INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 29th day of December, 2004, by and among ALFA CORPORATION, a Delaware corporation (“Buyer”). ALFA MERGER SUB, LLC, a Tennessee limited liability company (“Merger Sub”). JOHN CHARLES RUSSELL, an individual resident of the State of Tennessee (“John Russell”). CAROL LYNN RUSSELL, an individual resident of the State of Tennessee (“Carol Russell”). THE TRUSTS IDENTIFIED ON THE SIGNATURE PAGES HERETO (the “Seller Trusts”). THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC., a Tennessee not-for-profit corporation (the “Foundation”) (John Russell, Carol Russell, the Seller Trusts and the Foundation are, collectively, “Sellers”), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (“Vision”).
INSURANCE POOLING AGREEMENT BETWEEN ALFA MUTUAL INSURANCE COMPANY AND ALFA MUTUAL FIRE INSURANCE COMPANY ALFA MUTUAL GENERAL INSURANCE COMPANY ALFA INSURANCE CORPORATION ALFA GENERAL INSURANCE CORPORATION ALFA SPECIALTY INSURANCE CORPORATION ALFA...Insurance Pooling Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
This Agreement is made by and between Alfa Mutual Insurance Company and certain of its associated companies signatory hereto by means of exhibits setting forth the interests and liabilities of the parties, attached hereto and made a part of this Agreement. Alfa Mutual Insurance Company is hereinafter referred to as “AMI”, and the remaining parties hereto are hereinafter referred to as the “Associate Companies” or as the “Associate Company,” as the context requires.
RESTRICTED STOCK AGREEMENT UNDER THE ALFA CORPORATIONRestricted Stock Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
On , 2005, (Grant Date) The Board of Directors of Alfa Corporation approved the grant to you of Restricted Shares of Alfa Corporation stock under the Alfa Corporation 2005 Amended and Restated Stock Incentive Plan (The “Plan”).
AMENDED AND RESTATED TAX ALLOCATION AGREEMENT OF ALFA CORPORATIONTax Allocation Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
WHEREAS, such Affiliated Group will file a U.S. consolidated income tax return for its taxable year ending December 31, 2003, and is required to file consolidated tax returns for subsequent years; and
AMENDMENT NO. 1 TO LLC INTEREST PURCHASE AGREEMENT, CONVERTING TO A PLAN OF MERGERPlan of Merger • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance
THIS AMENDMENT NO. 1 TO LLC INTEREST PURCHASE AGREEMENT, CONVERTING TO A PLAN OF MERGER (this “Amendment”) is made and entered into as of the 15th day of December, 2004, by and among ALFA CORPORATION, a Delaware corporation (“Buyer”), ALFA MERGER SUB, LLC, a Tennessee limited liability company (“Merger Sub”), JOHN CHARLES RUSSELL, an individual resident of the State of Tennessee (“John Russell”), CAROL LYNN RUSSELL, an individual resident of the State of Tennessee (“Carol Russell”), THE TRUSTS IDENTIFIED ON THE SIGNATURE PAGES HERETO (the “Seller Trusts”), THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC., a Tennessee not-for-profit corporation (the “Foundation”) (John Russell, Carol Russell, the Seller Trusts and the Foundation are, collectively, “Sellers”), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (“Vision”).
AMENDED AND RESTATED MANAGEMENT AND OPERATING AGREEMENT (Effective as of January 1, 2001)Management and Operating Agreement • March 14th, 2005 • Alfa Corp • Fire, marine & casualty insurance • Alabama
This Amended and Restated Management and Operating Agreement (this “Agreement”) is amended and restated effective as of January 1, 2001 (the “Effective Date”), by, among and between, on the one hand, Alfa Mutual Insurance Company (“AMI”), and, on the other hand, 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., Southern Boulevard Corporation, Alfa Agency Alabama, Inc., Alfa Agency Georgia, Inc., Alfa Agency Mississippi, Inc., Alfa Benefits Corporation, Alfa Investment Corporation, ESB Investors Ltd. Partnership I, and ESB Investors Ltd. Partnership II (each a “Company” and, collectively, the “Companies”).
