Vesta CFO Resigns

October 22, 2002

Vesta Insurance Group Inc., headquartered in Birmingham, Ala., announced the resignation of its CFO, W. Perry Cronin, effective immediately. Hopson B. Nance, vice president and controller, was named interim chief financial officer.

Cronin’s resignation follows a disagreement with the Vesta as to whether his relationships with certain of the company’s vendors were appropriate. Vesta noted that those relationships do not have any effect on the company’s financial statements or any aspect of the company’s operations. Vesta expects to name a new permanent CFO by the end of 2002.

Nance, formerly of PricewaterhouseCoopers, joined Vesta in July 2000.

Vesta said it expects to earn between $0.05 and $0.10 per diluted share from operating income in the third quarter of 2002. The company defines operating income as net income from continuing operations excluding realized gains and losses. Vesta will release its third quarter results on November 5, 2002.

The company also announced that in the third quarter it repurchased $8.0 million of its 8.75 percent Senior Debt for approximately $5.0 million plus accrued interest. Additionally, in October, the company has purchased $8.0 million of its 8.75 percent Senior Debt for $4.1 million plus accrued interest. As a result of these transactions, Vesta will realize a $3.0 million pre-tax gain in the third quarter and a $3.9 million pre-tax gain in the fourth quarter. These gains are not included in operating income and will add approximately $0.06 per diluted share to net income in the 3rd quarter and approximately $0.07 per diluted share to net income in the 4th quarter.

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