0001193125-06-048276 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance • Georgia

This Agreement contemplates a transaction in which (a) the Buyer will purchase a substantial part of the assets (and assume certain of the liabilities) of the Seller related to such equipment leasing business (the “OFC Business”), and (b) the parties will enter into certain other agreements related to the OFC Business.

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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 8th, 2006 • 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.

AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance

This Amendment No. 3 to Asset Purchase Agreement (this “Amendment”) is made as of December 5, 2005 by and between Alfa Financial Corporation, an Alabama corporation (the “Seller”), and OFC Servicing Corporation, a Georgia corporation (the “Buyer”). The Buyer and the Seller are referred to collectively as the “Parties.”

AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance

This Amendment No. 4 to Asset Purchase Agreement (this “Amendment”) is made as of December 31, 2005 by and between Alfa Financial Corporation, an Alabama corporation (the “Seller”), and OFC Servicing Corporation, a Georgia corporation (the “Buyer”). The Buyer and the Seller are referred to collectively as the “Parties.”

AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance

This Amendment No. 2 to Asset Purchase Agreement is made as of September 30, 2005 by and between Alfa Financial Corporation and OFC Servicing Corporation.

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance

This Amendment No. 1 to Asset Purchase Agreement is made as of August 31, 2005 by and between Alfa Financial Corporation and OFC Servicing Corporation.

AMENDMENT NO. 3 TO LLC INTEREST PURCHASE AGREEMENT
LLC Interest Purchase Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance

THIS AMENDMENT NO. 3 TO LLC INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 30th day of December, 2005, 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”).

STOCK OPTION AGREEMENT UNDER THE ALFA CORPORATION
Stock Option Agreement • March 8th, 2006 • Alfa Corp • Fire, marine & casualty insurance

On , The Board of Directors of Alfa (the “Board”) approved the issuance to you of options (“Options”) to purchase shares of Alfa Common Stock under the ALFA CORPORATION 2005 AMENDED AND RESTATED STOCK INCENTIVE PLAN, as said Plan may be subsequently amended and restated, (the “Plan”).

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