S-8

As filed with the Securities and Exchange Commission on June 28, 2002.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

ALFA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	63-0838024
(State of Incorporation)	(IRS Employer Identification No.)

2108 East South Boulevard

Montgomery, Alabama 36116

(334)288-3900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Savings and Profit Sharing Plan and Trust Agreement

of Alfa Mutual Insurance Company

(Full Title of Plan)

Al Scott

Secretary and General Counsel

Alfa Corporation

2108 East South Boulevard

Montgomery, Alabama 36116

(334)288-3900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael D. Waters

Balch & Bingham LLP

No. 2 Dexter Avenue

Montgomery, Alabama 36104-3515

(334)834-6500

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(1)
Common Stock $1.00 par value	1,000,000	Not Applicable	$	12,760,000	$	1,173.92

(1) Computed in accordance with Rule 457(c) and (h) based upon the market value of Registrant’s common stock at June 27, 2002.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

The following documents filed by Alfa Corporation and the Plan with the Securities and Exchange Commission are incorporated herein by reference:

(a)  The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”);

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a) above; and

(c)  The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form S-2 filed April 19, 1988.

All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Item 4.    Description of Securities

Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

Not Applicable.

Item 6.    Indemnification of Directors and Officers.

Article VI of the Registrant’s Certificate of Incorporation provides that to the fullest extent permitted by the Delaware General Corporation Law, a director of the Registrant shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

Article VI of the Registrant’s Certificate of Incorporation provides that the Registrant shall indemnify any person who was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Under this provision of the Delaware General Corporation Law, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

With respect to indemnification of officers and directors, Section 145 of the Delaware General Corporation Law also provides that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity of such expenses which the Court of Chancery or such court shall deem proper.

The Registrant maintains a policy of Directors and Officers liability insurance on behalf of its directors and officers.

Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits

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The following exhibits are filed as a part of this Registration Statement:

Exhibit Number	Description of Exhibits
5.1	Opinion of Balch & Bingham LLP
5.2	IRS Determination Letter.
23.1	Consent of KPMG LLP.
23.2	Consent of Balch & Bingham LLP.
24	Power of Attorney, contained at the signature page of this registration statement and incorporated herein by reference.

Item 9.    Undertakings

(a)  The Registrant hereby undertakes:

(1)  To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement:

(i)  To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933 (the “Securities Act”);

(ii)  To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement; and

(iii)  To include any additional or changed material information on the plan of distribution;

provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act.

(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the

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offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)  The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for the filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Montgomery, Alabama, on June 28, 2002.

ALFA CORPORATION

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By:	/s/    JERRY A. NEWBY
	Chairman of the Board, CEO and President

We, the undersigned directors and Chief Financial Officer of Alfa Corporation, do hereby constitute and appoint Jerry A. Newby and C. Lee Ellis, or either of them our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, including any amendments thereto, with the Securities and Exchange Commission and to file such notices, reports or registration statements and amendments thereto with any state securities authority or securities exchange or market, and we do hereby ratify and confirm all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates stated.

Signature	Title	Date
/s/    JERRY A. NEWBY         Jerry A. Newby	Chairman of the Board, CEO and President (Principal Executive Officer)	*
/s/    BOYD E. CHRISTENBERRY Boyd E. Christenberry	Director	*
/s/    C. LEE ELLIS         C. Lee Ellis	Director	*
/s/    STEVE DUNN         Steve Dunn	Director	*
/s/    JAMES I. HARRISON, JR.         James I. Harrison, Jr.	Director	*

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Name	Title	Date
/s/    B. PHIL RICHARDSOn         B. Phil Richardson	Director	*
/s/    JOHN R. THOMAS         John R. Thomas	Director	*
/s/    JAMES A. TOLAR         James A. Tolar	Director	*
/s/    RUSSELL R. WIGGINS         Russell R. Wiggins	Director	*
/s/    DEAN WYSNER         Dean Wysner	Director	*
/s/    STEPHEN G. RUTLEDGE         Stephen G. Rutledge	Chief Financial Officer	*

*  June 28, 2002

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
5.1	Opinion of Balch & Bingham LLP
5.2	IRS Determination Letter.
23.1	Consent of KPMG LLP.
23.2	Consent of Balch & Bingham LLP. (contained in Exhibit 5.1)
24	Power of Attorney, contained at the signature page of this registration statement and incorporated herein by reference.

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EX-5.1

EXHIBIT 5.1

June 26, 2002

Alfa Corporation

2108 East South Boulevard

Montgomery, Alabama 36116-2105

Re: Registration Statement on Form S-8 relating to Savings and Profit Sharing Plan and Trust Agreement of Alfa Mutual Insurance Company

Gentlemen:

We are familiar with the proceedings taken and proposed to be taken by Alfa Corporation, a Delaware corporation (the “Company’’) in connection with the proposed issuance by the Company of shares of its common stock, par value of $1.00 per share pursuant to the Company’s Savings and Profit Sharing Plan and Trust Agreement of Alfa Mutual Insurance Company. We have also acted as counsel for the Company in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, of the Registration Statement on Form S-8 referred to in the caption above. In this connection we have reviewed such documents and matters of law as we have deemed relevant and necessary as a basis for the opinions expressed herein.

Upon the basis of the foregoing, we are of the opinion that:

(i)  The Company is a corporation duly organized and existing under the laws of the State of Delaware;

(ii)  The shares of common stock of the Company referred to above, to the extent actually issued by the Company, will, when so issued, be duly and validly authorized and issued and will be fully paid and non-assessable shares of common stock of the Company;

(iii)  Under the laws of the State of Delaware, no personal liability attaches to the ownership of the shares of common stock of the Company.

We hereby consent to the filing of this opinion as an exhibit to the above-referenced registration statement. In consenting to the inclusion of our opinion in the Registration Statement, we do not thereby admit that we are a person whose consent is required pursuant to Section 7 of the Securities Act of 1933, as amended.

Sincerely yours, BALCH & BINGHAM LLP
By:	/s/    MICHAEL D. WATERS
	Michael D. Waters

EX-5.2

EXHIBIT 5.2

INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY

DISTRICT DIRECTOR

P. O. BOX 941

ATLANTA, GA 30370

	Employer Identification Number:
	63-0262164
Date: APR 21 1992	File Folder Number:
	630000733
	Person to Contact:
ALFA MUTUAL INSURANCE COMPANY	DIANE COFFEY
2108 E SOUTH BLVD — P O BOX 11000	Contact Telephone Number:
MONTGOMERY, AL 36111	(404) 331-0911
	Plan Name:
	ALFA MUTUAL INSURANCE CO SAVINGS & PROFIT
	SHARING PLAN & TRUST AGRMNT
	Plan Number: 002

Dear Applicant:

We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records.

Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically.

The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated April 8, 1992. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination letter is applicable for the amendment(s) adopted on October 30, 1990.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

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ALFA MUTUAL INSURANCE COMPANY

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

/S/ PAUL WILLIAMS

Paul Williams

District Director

Enclosures:

Publication 794

PNBA 515

Addendum

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ALFA MUTUAL INSURANCE COMPANY

This determination also applies to the adoption of the plan by the following controlled group members:

Alfa Insurance Corporation

Alfa General Insurance Corporation

Alfa Life Insurance Corporation

Alfa Mutual Fire Insurance Corporation

Alfa Mutual General Insurance Company

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated February 8, 2002, included in the Annual Report on Form 10-K of Alfa Corporation and subsidiaries for the year ended December 31, 2001.

/s/    KPMG LLP

Atlanta, Georgia

June 25, 2002