Property & Casualty Insurance

STOCK PLEDGE AGREEMENT

STOCK PLEDGE AGREEMENT (Pledge Agreement) made as of this 1st day of February, 2003, by VESTA INSURANCE GROUP, INC., a Delaware corporation (Pledgor), in favor of FIRST COMMERCIAL BANK, an Alabama state banking corporation (the Bank).

R E C I T A L S:

The Pledgor has requested that Bank make available to it a $30,000,000 revolving credit facility (Loan) in accordance with a Credit Agreement of even date herewith between Pledgor and Bank (Credit Agreement; all capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Credit Agreement). Pledgor is the legal and beneficial owner of 358,375 shares of the common stock, $.01, par value, of Instant Insurance Holdings, Inc. (Holdings) (together with all certificates, options, rights or other distributions issued as an addition to, in substitution or in exchange for, or on account of, any such shares, and all proceeds of all of the foregoing, now or hereafter owned by the Pledgor, the Pledged Stock). As one of the conditions of making the Loan, Bank requires that Pledgor pledge the Pledged Stock to Bank and grant Bank a security interest in the Pledged Stock, and Pledgor has agreed to do so.

As an inducement to Bank to make the Loan, the Pledgor agreed to execute this Pledge Agreement and, pursuant hereto, to pledge the Pledged Stock, as defined in this Pledge Agreement, as additional security for the prompt satisfaction of all Obligations.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor, intending to be legally bound hereby, agrees as follows:

ARTICLE I

SECURITY; DIVIDENDS, REGISTRATION; DISPOSITION AND PROCEEDS

Section 1.1. Grant of Security. As security for the prompt payment and performance of the Obligations, the Pledgor hereby pledges to Bank the Pledged Stock and grants to Bank a lien on and security interest therein.

Section 1.2. Realization Upon Default. Upon the occurrence of an Event of Default, Bank may, without demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person (all of which are, to the extent permitted by law, hereby expressly waived), forthwith