AMENDMENT NUMBER ONE TO THE ALFA CORPORATION EMPLOYEE STOCK PURCHASE PLAN

Employee Benefits Plan Agreement

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Alfa Corporation | Alfa Mutual Insurance Company

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Title: AMENDMENT NUMBER ONE TO THE ALFA CORPORATION EMPLOYEE STOCK PURCHASE PLAN
Date: 11/5/2007
Industry: INSPPY Sector: Financial

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Exhibit 10.2

AMENDMENT NUMBER ONE

TO THE

ALFA CORPORATION

EMPLOYEE STOCK PURCHASE PLAN

WHEREAS, Alfa Corporation (the “Corporation”) maintains the Alfa Corporation Employee Stock Purchase Plan (the “Plan”); and

WHEREAS, pursuant to Section 12 of the Plan, the Board of Directors (“Board”) of the Corporation may amend or terminate the Plan; and

WHEREAS, it is necessary to amend the Plan to provide for suspension of the Plan on November 4, 2007 due to execution of the merger agreement regarding the proposed merger of the Corporation with a subsidiary of Alfa Mutual Insurance Company and Alfa Mutual Fire Insurance Company, and to further provide for termination of the Plan effective on the closing date of such merger (the “Closing Date”) (provided, however, that in the event that such merger is not consummated, the Corporation may reinstate the terms of the Plan by further amendment, and the provisions of this Amendment regarding termination of the Plan will not become effective);

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 3 is amended effective November 4, 2007 by adding to the end thereof the following: “Notwithstanding the