AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT

EXHIBIT 10.11

AMENDMENT NO. 1
TO THE
STOCK PURCHASE AGREEMENT

     THIS AMENDMENT NO. 1 (this “Amendment”) is made and entered into this 17th day of March, 2009 by and between ATLANTIC AMERICAN CORPORATION, a Georgia corporation (“Seller”), and COLUMBIA MUTUAL INSURANCE COMPANY, a Missouri insurance corporation (“Purchaser”).

     WHEREAS, the parties hereto entered into a Stock Purchase Agreement (the “Purchase Agreement”) dated December 26, 2007, pursuant to which the Seller agreed to sell to the Purchaser all of the issued and outstanding shares of stock of Georgia Casualty & Surety Company, Association Casualty Insurance Company and Association Risk Management General Agency, Inc. (collectively, the “Subsidiaries”), which transactions were consummated on March 31, 2008 (the “Closing”);

     WHEREAS, prior to the Closing, a dispute arose among the parties as to the adequacy of the loss reserves of the Subsidiaries and, in connection therewith, the Parties entered into that certain letter agreement (the “Letter Agreement”) dated March 31, 2008, pursuant to which the Purchaser agreed to consummate the Closing on the terms contained in the Purchase Agreement upon the Seller’s waiver of certain restrictions on the Purchaser’s right to seek indemnification under the Purchase Agreement for claims related to the Subsidiaries’ loss reserves (the “Loss Reserve Claims”);

     WHEREAS, subsequent to the Closing, the Purchaser has made certain additional claims that the Seller had breached certain of its representations, warranties and covenants in the Purchase Agreement and, under the current terms of the Purchase Agreement, the Purchaser may make additional claims against the Seller for a specified period following the Closing date (collectively with the Loss Reserve Claims, the “Claims”);

     WHEREAS, Seller disputes all of the Claims that have been asserted by the Purchaser; and

     WHEREAS, the Parties desire to avoid the risks and expenses attendant upon litigation of the Claims, and to settle, once and forever, all demands and claims related to the Claims, whether or not such claims have arisen on or prior to the date hereof or whether or not the Purchaser has asserted such claims on or prior to the date hereof, by amending the Stock Purchase Agreement and waiving, and releasing each other from, the Claims as set forth herein;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein the parties agree as follows:

     “(a) in respect of Georgia Casualty and Association Casualty, an amount equal to the statutory capital and surplus of Georgia Casualty and Association Casualty as of December 31, 2007 to be set forth in the 2007 Annual Statement and computed in accordance with NAIC statutory accounting principles applied on a basis consistent with the December 31, 2006 statutory Annual Statement (the “Unaudited Statutory Capital and Surplus”), plus Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) to be allocated proportionally between the companies based upon the audited capital and surplus of said companies as of December 31, 2007.”

     “6.1 Survival of Representations, Warranties and Agreements . The representations, warranties and agreements contained in this Agreement, any exhibits and schedules hereto, and in any certificates delivered pursuant to this Agreement shall survive for a period beginning on the Closing Date and ending on March 17, 2009, and neither party shall have any right or claim against the other party after such period by virtue of any brea