Amendment No. 2 To LLC Interest Purchase Agreement

Exhibit 10(f)


AMENDMENT NO. 2 TO LLC INTEREST PURCHASE AGREEMENT

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" ).


W I T N E S S E T H:

WHEREAS, Buyer, Merger Sub, Sellers and Vision are parties to that certain LLC Interest Purchase Agreement dated as of August 30, 2004, as amended by Amendment No. 1 to LLC Interest Purchase Agreement, Converting to a Plan of Merger, dated December 15, 2004 (the " Agreement" ); and

WHEREAS, the parties desire to further amend the Agreement, as hereinafter more particularly set forth;

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: I. Definitions


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. II. Letters of Credit

1. Section 2.2(b)(i) is hereby amended by deleting the entire text thereof and replacing such deleted text with the following:

" (i) Fifteen Million Dollars ($15,000,000), subject to adjustment as provided in Section 2.5 and less the aggregate amount of the Existing A/R LOC and Future Claims LOC, shall be paid in cash (the " Cash Portion" )."


2. Section 2.4(a) is hereby amended by deleting the entire text thereof and replacing such deleted text with the following:


" (a) Existing Accounts Receivable . Within thirty days after the Closing, John Russell may at his election deliver to Buyer an irrevocable letter of credit in a form mutually acceptable to John Russell and Buyer (the " Existing A/R LOC" ) for $1,277,734, which is the aggregate outstanding amount owed to Vision and Texas MGA as of December 31, 2004 pursuant to the MSC Agreement and the American Safety Agreement (the " Existing A/R" ). At Closing, Buyer shall withhold such amount from the Cash Portion paid to John Russell, and Buyer will deliver that amount to John Russell by wire transfer within three Business Days of Buyer' s receipt of the executed Existing A/R LOC. Not later than January 31, 2006, Buyer and Sellers Representative shall mutually determine whether Vision has not then collected any portion of the Existing A/R, and either:

(i) if John Russell never delivered the Existing A/R LOC, then Buyer shall retain any such uncollected amount from the Closing Date holdback and pay any remainder of such holdback to John Russell within three Business Days after the uncollected amount is determined; or

(ii) if John Russell delivered the Existing A/R LOC, John Russell shall pay to Buyer in cash any such uncollected amount within three Business Days after the uncollected amount is determined or, if John Russell does not make such payment, Buyer shall be entitled to draw such amount under the Existing A/R LOC.


Buyer shall either retain the Closing Date holdback, or the Existing A/R LOC shall remain in effect for the benefit of Buyer, until the process described in this subsection 2.4(a) has been completed."


3. Section 2.4(b)(ii) is hereby amended by deleting the entire text thereof and replacing such deleted text with the following:


" (ii) Within thirty days after the Closing, John Russell may at his election deliver to Buyer an irrevocable letter of credit in a form mutually acceptable to John Russell and Buyer (the " Future Claims LOC" ) in the amount of $734,507, which is the aggregate " Outstanding" amount reflected on the Monthly Treaty Reports for November 30, 2004 for the MSC Agreement (excluding the portion of such amount reimbursable by ACE INA Group as a reinsurer for insurance policies written on or after July 1, 2001) and for the American Safety Agreement. At Closing, Buyer shall withhold such amount from the Cash Portion paid to John Russell, and Buyer will deliver that amount to John Russell by wire transfer within three Business Days of Buyer' s receipt of the executed Future Claims


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LOC. Buyer shall either retain the Clos ...