Amendment No. 1 To LLC Interest Purchase Agreement

Exhibit 10(e)


AMENDMENT NO. 1 TO LLC INTEREST PURCHASE AGREEMENT,

CONVERTING TO A PLAN OF MERGER

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 15 th 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" ).


W I T N E S S E T H:

WHEREAS, Buyer, Sellers and Vision are parties to that certain LLC Interest Purchase Agreement dated as of August 30, 2004 (the " Agreement" ); and


WHEREAS, the parties desire to amend the Agreement to provide that Buyer' s acquisition of the Interests will be accomplished by means of a reverse merger, with all of the substantive terms of the acquisition remaining the same as set forth in the Agreement;


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


1. All capitalized terms used in this Amendment which are not otherwise defined herein are used with the same meaning attributed to such capitalized terms in the Agreement.

2. The " Background" paragraph of the Agreement is hereby amended by deleting the last sentence thereof and replacing such deleted sentence with the following:


" The parties also desire that Merger Sub be merged with and into Vision at Closing in accordance with the terms and conditions of this Agreement (the " Merger" )."

3. The title of Article 2, " Purchase and Sale of Interests," of the Agreement is hereby amended by deleting such title and replacing such deleted title with " The Merger."


4. Section 2.1 is hereby amended by deleting the entire text thereof and replacing such deleted text with the following:


" Section 2.1 The Merger .


(a) The Merger . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Limited Liability Company Act of the State of Tennessee (the " Tennessee Act" ), Merger Sub shall be merged with and into Vision at the Effective Time (as defined in Section 2.1(b)). At the Effective Time, the separate company existence of Merger Sub shall cease and Vision shall continue as the surviving limited liability company (the " Surviving LLC" ).


(b) Effective Time of the Merger . Immediately prior to the Closing Date, the parties shall: (a) file a certificate of merger (the " Certificate of Merger" ) with the Tennessee Secretary of State in such form as is required by, and executed and acknowledged in accordance with, the relevant pro ...