EXHIBIT 5
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JOINT FILING AGREEMENT
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This will confirm the agreement by and among all the
undersigned that the Schedule 13D filed on or about this date with respect to
the beneficial ownership of the undersigned of shares of common stock, par value
$0.01 per share, of Vesta Insurance Group, Inc. is being filed on behalf of each
of the undersigned. This agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated: January 9, 2002
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
By: Capital Z Partners, Ltd., it ultimate general partner
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
General Counsel, Vice President of
Administration and Secretary
CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.
By: Capital Z Partners, Ltd., it ultimate general partner
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
General Counsel, Vice President of
Administration and Secretary
CAPITAL Z PARTNERS, L.P.
By: Capital Z Partners, Ltd., it ultimate general partner
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
General Counsel, Vice President of
Administration and Secretary
13
CAPITAL Z PARTNERS, LTD.
By: Capital Z Partners, Ltd., it ultimate general partner
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
General Counsel, Vice President of
Administration and Secretary
14