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<TITLE>Vesta Insurance Group, Inc.</TITLE>
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<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As filed with the Securities and Exchange Commission on July 16, 2001</font></p>

<P align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Registration No. 333-________</font></p>

<HR SIZE=3 NOSHADE>

<h3 align=center>UNITED STATES SECURITIES AND EXCHANGE COMMISSION<br>

<font size=-1>Washington, D.C. 20549</font><br></h3>
<br>
<br>
<hr width=20%>
<h2 align=center>FORM S-8<br>
<font size=-1>Registration Statement Under The Securities Act of 1933</font></h2>
<hr width=20%>
<br>
<h2 align=center>
<font size=5><b>                                                  VESTA INSURANCE GROUP, INC.</b></font><br>
                                     <font size=2><i>(Exact Name of Registrant as Specified in Its Charter)</i></font></h2>
<br>
<br>
<table width=100%>
<tr><Td align=center width=50%><b>Delaware</b></td><td align=center><b>63-1097283</b></td></tr>
<tr><td align=center><font size=-1><i>(State of incorporation)</i></font></td><td align=center><font size=-1><i>(I.R.S. Employer Identification Number)</i></font></td></tr>
</TABLE>
<br>

<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3760 River Run Drive</font><br>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Birmingham, Alabama 35243</font><br>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Address of Principal Executive Offices)</font></p>
<hr width=20%>
<br>
<br>
<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>VESTA INSURANCE GROUP, INC.</font><br>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>INCENTIVE COMPENSATION PLAN</font><br>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Full Title of the Plan)</font></p>


<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>John W. McCullough</font><br>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Vice President, Associate General Counsel</font><br>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>3760 River Run Drive, Birmingham, Alabama 35243</font><br>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Name and Address of Agent for Service)</font></p>


<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(205) 970-7000</font><br>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Telephone Number, Including Area Code, of Agent for Service)</font></p>
<br>
<hr width=20%>

<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION OF REGISTRATION FEE</font></p>


<hr size=2 noshade>

<table width=100% cellpadding=1 cellspacing=0>
<tr><th>&nbsp;</th><th>&nbsp;</th><th>Proposed Maximum</th><th>Proposed Maximum</th><th>&nbsp;</th></tr>
<tr><th>Title of Securities</th><th>Amount To Be</th><th>Offering Price</th><th>Aggregate</th><th>Amount of</th></tr>
<tr><th>To Be Registerd</th><th>Registered</th><th>Per Share</th><th>Offering Price</th><th>Registration Fee</th></tr>
<tr><th>&nbsp;</th><th>&nbsp;</th><th>&nbsp;</th><th>&nbsp;</th><th>&nbsp;</th></tr>
<tr><th>Common Stock</th><th>&nbsp;</th><th>&nbsp;</th><th>&nbsp;</th><th>&nbsp;</th></tr>
<tr><th>$.01 par value</th><th>2,000,000 (1)</th><th>$10.665 (2)</th><th>$21,330,000 (2)</th><th>$5,333</th></tr>

</TABLE>
<hr size=1>
<br>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=-1>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number of
shares of securities registered in this Registration Statement will be increased
as a result of future stock splits, stock dividends or similar transactions.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=-1>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Pursuant to Rule 457 of the Securities Act of 1933, as amended, the offering
price is estimated solely for the purpose of determining the registration fee
and is based on the average of the high and low prices of the common stock of
Vesta Insurance Group, Inc. on July 12, 2001, as reported on the New York Stock
Exchange Composite Tape.</FONT></TD>
</TR>
</TABLE>
<BR>

<hr size=3 noshade>







<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I</FONT></H1>

<P align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Item 1.  Plan Information.</u></font></P>


<P align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
information required by Item 1 is included in documents sent or given to
participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the &#147;Securities
Act&#148;). </FONT></P>

<P align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Item 2.  Registrant Information and Employee Plan Annual Information.</u></font></p>


<P align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
written statement required by Item 2 is included in documents sent or given to
participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</u></FONT></H1>

<P align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Item 3.  Incorporation by Reference.</u></font></p>



<P align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
are subject to the informational requirements of the Securities Exchange Act of
1934, as amended. Therefore, we file annual, quarterly and special reports,
proxy statements, and other information with the U.S. Securities and Exchange
Commission (&#147;SEC&#148;). Our SEC filings are available to the public over
the internet at the SEC&#146;s web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC&#146;s public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC&#146;s regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can also be obtained for a fee by writing to the SEC&#146;s Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms. </FONT></P>

<P align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
SEC allows us to &#147;incorporate by reference&#148; the information we file
with them. This means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
reference is an important part of this prospectus. Information that we file
later with the SEC will automatically update and supersede this information. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents (File No. 1-12338) are incorporated by reference in this prospectus:</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Our Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed
March 29, 2001;</font>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our Current Reports on Form 8-K filed January 11, 2001, January 31, 2001, March
5, 2001, April 10, 2001, April 23, 2001, May 9, 2001, May 16, 2001, May 17,
2001, and June 19, 2001; </FONT></P>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Quarterly Report on Form 10-Q for the three months ended March 31, 2001; and</font></p>


<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The description of our common stock set forth in our registration statement on
Form 8-A/A, filed November 16, 1993, as supplemented by the rights registered on
Form 8-A, filed June 21, 2000, as amended on July 13, 2000 and September 1,
2000. </FONT></p>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
documents filed by Vesta under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus will be deemed
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of filing of the documents. </FONT></p>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Item 4.  Description of Securities.</u></font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</font></P>

<br>
<br>
<p align=center>2</p>
<br>
<hr>


<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Item 5.  Interest of Named Experts and Counsel.</u></font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         The  validity of the  issuance of shares of Common  Stock  hereby has been passed  upon by Donald W.  Thornton,  Esquire.  Mr.
Thornton is Senior Vice  President,  General  Counsel and Secretary of the Company.  As of March 31, 2001,  Mr.  Thornton  beneficially
owned an aggregate of 181,085 shares of the Company's Common Stock.</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Item 6.  Indemnification of Directors and Officers.</u></font></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vesta
is a Delaware corporation. Section 145 of the Delaware General Corporation Law
empowers a Delaware corporation to indemnify any person who was or is a party to
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 such corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee, or agent of another corporation or
enterprise. A corporation may indemnify such person against expenses (including
attorneys&#146; fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by such person 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. A corporation may, in advance of the final disposition of
any civil, criminal, administrative, or investigative action, suit, or
proceeding, pay the expenses (including attorneys&#146; fees) incurred by any
officer or director in defending such action provided that the director or
officer undertake to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation to procure a judgment in its favor under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where the officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys&#146; fees) which he actually and
reasonably incurred in connection therewith. The indemnification provided is not
deemed to be exclusive of other rights to which an officer or director may be
entitled under any corporation&#146;s bylaws, agreement, or otherwise. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vesta&#146;s
Certificate of Incorporation provides that no officer or director of Vesta will
be personally liable to Vesta or its stockholders for monetary damages for
breach of fiduciary duty as an officer or director, except for liability (i) for
any breach of the officer&#146;s or director&#146;s duty of loyalty to Vesta or
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 General Corporation Law, which concerns unlawful payments of
dividends, stock purchases or redemptions, or (iv) for any transaction from
which the officer or director received an improper personal benefit. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vesta&#146;s
Bylaws provide that each director and officer of Vesta, and each person serving
at the request of Vesta as a director, officer, employee, or agent of any other
corporation or of a partnership, joint venture, trust, or other enterprise, who
was or is made a party to or is threatened to be made a party to or is otherwise
involved in any action, suit, or proceeding, will be indemnified and held
harmless to the fullest extent authorized by Delaware law against all expense,
liability, and loss reasonably incurred by such indemnitee in such action, suit,
or proceeding. Vesta&#146;s Bylaws also provide that Vesta may maintain
insurance, at its expense, to protect itself and any director, officer,
employee, or agent of Vesta or of another corporation, partnership, joint
venture, trust, or other enterprise against any expense, liability, or loss. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While
Vesta&#146;s Certificate of Incorporation and Bylaws provide officers and
directors with protection from awards for monetary damages for breaches of their
duty of care, they do not eliminate such duty. Accordingly, the Certificate of
Incorporation will have no effect on the availability of equitable remedies such
as an injunction or rescission based on an officer&#146;s or a director&#146;s
breach of his or her duty of care. </FONT></P>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Item 7.  Exemption from Registration Claimed.</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</font></P>
<br>
<br>
<p align=center>3</p>
<br>
<Br>
<hr>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Item 8.  Exhibits.</u></font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.</font></P>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Item 9.  Undertakings.</u></font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Item 512 (a)</u></font></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vesta hereby undertakes:</font></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>(1)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
To file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>(2)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=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 herein, and the offering of such
securities at that time shall be deemed to be the initial <I>bona fide</I>
offering thereof.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>(3)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Item 512 (b)</u></font></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Vesta
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of Vesta&#146;s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this 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 <I>bona fide</I> offering
thereof.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Item 512 (h)</u></font></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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 Securities and Exchange 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<br>
<br>
<br>
<br>
<p align=center>4</p>
<br>
<hr>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, as amended, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for 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 the City of Birmingham, State of Alabama, on July 16, 2001. </FONT></P>

<br>

<p>VESTA INSURANCE GROUP, INC.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Registrant)<br>
<br>
By:<u>&nbsp;&nbsp;&nbsp;/s/&nbsp;&nbsp;&nbsp;Norman W. Gayle, III</u><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Norman W. Gayle, III<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Its President</p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We,
the undersigned officers and directors of Vesta Insurance Group, Inc., hereby
severally constitute and appoint Donald W. Thornton and John W. McCullough, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the registration statement on Form S-8 filed herewith and any and all
subsequent amendments to said registration statement, and generally to do all
such things in our names and on our behalf in our capacities as officers and
directors to enable Vesta Insurance Group, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said registration
statement and any and all amendments thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities
indicated on July 16, 2001. </FONT></P>

<br>
<br>
<pre>
           SIGNATURE                  TITLE
           ---------                  -----


   /s/   Norman W. Gayle, III         President (Principal Executive Officer), Director
---------------------------------
         Norman W. Gayle, III


   /s/   James E. Tait                Chairman (Principal Executive Officer), Director
---------------------------------
         James E. Tait


   /s/   William P. Cronin            Chief Financial Officer (Principal Financial Officer)
---------------------------------
         William P. Cronin


   /s/   Hopson B. Nance              Controller (Principal Accounting Officer)
---------------------------------
         Hopson B. Nance


   /s/   Robert B. D. Batlivala       Director
---------------------------------
         Robert B.D. Batlivala


   /s/   Walter M. Beale, Jr.         Director
---------------------------------
         Walter M. Beale, Jr.


   /s/   Ehney A. Camp, III           Director
---------------------------------
         Ehney A. Camp, III


   /s/   Alan S. Farrior              Director
---------------------------------
         Alan S. Farrior


                                      Director
---------------------------------
         Stephen R. Windom

</pre>

<br>
<p align=center>5</p>
<br>
<hr>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INDEX TO
EXHIBITS</FONT></H1>



<p><u>EXHIBIT NUMBER</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>DESCRIPTION OF EXHIBIT</u></p>

<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>4.1</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Indenture between Vesta and Southtrust Bank of Alabama, National Association,
dated as of July 19, 1995 (filed as an exhibit to Vesta&#146;s Form 10-K for the
year ended December 31, 1995, filed on March 28, 1996 and incorporated herein by
reference (File No. 1-12338))
</FONT></TD>
</TR>
</TABLE>

<br>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>4.2</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Supplemental Indenture between Vesta and Southtrust Bank of Alabama, National
Association, dated July 19, 1995 (filed as an exhibit to Vesta&#146;s Form 10-K
for the year ended December 31, 1995, filed on March 28, 1996 and incorporated
herein by reference (File No. 1-12338))
</FONT></TD>
</TR>
</TABLE>

<br>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>4.3</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Indenture dated as of January 31, 1997, between Vesta and First Union National
Bank of North Carolina, as trustee (filed as an exhibit to Vesta&#146;s Form
10-Q for the quarter ended March 31, 1997, filed on May 13, 1997 and
incorporated herein by reference (File No. 1-12338))
</FONT></TD>
</TR>
</TABLE>

<br>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>4.4</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amended and Restated Declaration of Trust, dated as of January 31, 1997, of
Vesta Capital Trust I (filed as an exhibit to Vesta&#146;s Form 10-Q for the
quarter ended March 31, 1997, filed on May 13, 1997 and incorporated herein by
reference (File No. 1-12338)
</FONT></TD>
</TR>
</TABLE>


<br>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>4.5</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Capital Securities Guarantee Agreement, dated as of January 31, 1997, between
Vesta and First Union National Bank of North Carolina, as trustee (filed as an
exhibit to Vesta&#146;s Form 10-Q for the quarter ended March 31, 1997, filed on
May 13, 1997 and incorporated by reference (File No. 1-12338))
</FONT></TD>
</TR>
</TABLE>


<br>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>5</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Opinion regarding validity of the shares.
</FONT></TD>
</TR>
</TABLE>


<br>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>23</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent of PricewaterhouseCoopers LLP
</FONT></TD>
</TR>
</TABLE>

<br>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=2>24</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Power of Attorney (included in signature page to this registration statement)
</FONT></TD>
</TR>
</TABLE>

<br>
<br>
<br>
<br>
<br>
<p align=center>6</p>
<br>
<hr>


<p align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Opinion of Counsel</font></p>


<p align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[COMPANY LETTERHEAD]</font></p>

<br>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 16, 2001</font></p>


<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Board of Directors<br>
Vesta Insurance Group, Inc.<br>
3760 River Run Drive<br>
Birmingham, Alabama 35243<br></font></p>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Re:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vesta Insurance Group, Inc.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2001 Incentive Compensation Plan</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Dear Sirs:</font></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the registration under the Securities Act of 1933, as amended,
of 2,000,000 shares of the capital stock, $.01 par value (the &#147;Common
Stock&#148;), of Vesta Insurance Group, Inc., a Delaware corporation (the
&#147;Corporation&#148;), for issuance and sale in the manner described in the
Corporation&#146;s Registration Statement on Form S-8 filed with the Securities
and Exchange Commission, to which this opinion is an exhibit (the
&#147;Registration Statement&#148;), I, as counsel to the Corporation, have
examined such corporate records, certificates, and other documents as I have
considered necessary or appropriate for the purposes of this opinion. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
the basis of the foregoing, I am of the opinion that the Common Stock offered
pursuant to the Registration Statement has been duly and validly authorized and
is, or when issued in accordance with the respective governing documents will
be, duly and validly issued, fully paid and nonassessable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. </FONT></P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Yours very truly,</font><br>
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<i>Donald W. Thornton</i></u></font><br>
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Donald W. Thornton</font><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Senior Vice President,</font><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT FACE="Times New Roman, Times, Serif" SIZE=2>General Counsel and Secretary</font><br>


<br>
<br>
<br>
<br>
<p align=center>7</p>
<br>
<hr>


<p align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 23.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of PricewaterhouseCoopers, LLP.</font></p>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>Consent of
Independent Accountants</u></FONT></H1>
<br>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
hereby consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated March 1, 2001 relating to the financial
statements and financial statement schedules, which appears in Vesta Insurance
Group, Inc.&#145;s Annual Report on Form 10-K for the year ended December 31,
2000. </FONT></P>


&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<i>/s/</i>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PricewaterhouseCoopers LLP&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><br>


<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Birmingham, Alabama</font><br>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>July 16, 2001</font></p>
<br>
<br>
<br>
<p align=center>8</p>

<hr>


</body>
</HTML>
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{"company-data": {"conformed-name": "VESTA INSURANCE GROUP INC", "cik": "0000911576", "assigned-sic": "6331", "irs-number": "631097283", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65196", "film-number": "1682048"}, "business-address": {"street1": "3760 RIVER RUN DR", "city": "BIRMINGHAM", "state": "AL", "zip": "35243", "phone": "2059707000"}, "mail-address": {"street1": "3760 RIVER RUN DRIVE", "city": "BIRMINGHAM", "state": "AL", "zip": "35243"}}
Vesta Insurance Group, Inc.
As filed with the Securities and Exchange Commission on July 16, 2001
Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
VESTA INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
63-1097283
(State of incorporation)
(I.R.S. Employer Identification Number)
3760 River Run Drive
Birmingham, Alabama 35243
(Address of Principal Executive Offices)
VESTA INSURANCE GROUP, INC.
INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
John W. McCullough
Vice President, Associate General Counsel
3760 River Run Drive, Birmingham, Alabama 35243
(Name and Address of Agent for Service)
(205) 970-7000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities
Amount To Be
Offering Price
Aggregate
Amount of
To Be Registerd
Registered
Per Share
Offering Price
Registration Fee
Common Stock
$.01 par value
2,000,000 (1)
$10.665 (2)
$21,330,000 (2)
$5,333
(1)
Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number of
shares of securities registered in this Registration Statement will be increased
as a result of future stock splits, stock dividends or similar transactions.
(2)
Pursuant to Rule 457 of the Securities Act of 1933, as amended, the offering
price is estimated solely for the purpose of determining the registration fee
and is based on the average of the high and low prices of the common stock of
Vesta Insurance Group, Inc. on July 12, 2001, as reported on the New York Stock
Exchange Composite Tape.
PART I
Item 1.  Plan Information.
The
information required by Item 1 is included in documents sent or given to
participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act").
Item 2.  Registrant Information and Employee Plan Annual Information.
The
written statement required by Item 2 is included in documents sent or given to
participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation by Reference.
We
are subject to the informational requirements of the Securities Exchange Act of
1934, as amended. Therefore, we file annual, quarterly and special reports,
proxy statements, and other information with the U.S. Securities and Exchange
Commission ("SEC"). Our SEC filings are available to the public over
the internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can also be obtained for a fee by writing to the SEC's Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
The
SEC allows us to "incorporate by reference" the information we file
with them. This means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
reference is an important part of this prospectus. Information that we file
later with the SEC will automatically update and supersede this information.
The following documents (File No. 1-12338) are incorporated by reference in this prospectus:
(a)                Our Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed
March 29, 2001;
(b)          
Our Current Reports on Form 8-K filed January 11, 2001, January 31, 2001, March
5, 2001, April 10, 2001, April 23, 2001, May 9, 2001, May 16, 2001, May 17,
2001, and June 19, 2001;
(c)          Our Quarterly Report on Form 10-Q for the three months ended March 31, 2001; and
(d)          
The description of our common stock set forth in our registration statement on
Form 8-A/A, filed November 16, 1993, as supplemented by the rights registered on
Form 8-A, filed June 21, 2000, as amended on July 13, 2000 and September 1,
2000.
All
documents filed by Vesta under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus will be deemed
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of filing of the documents.
Item 4.  Description of Securities.
Not Applicable.
2
Item 5.  Interest of Named Experts and Counsel.
The  validity of the  issuance of shares of Common  Stock  hereby has been passed  upon by Donald W.  Thornton,  Esquire.  Mr.
Thornton is Senior Vice  President,  General  Counsel and Secretary of the Company.  As of March 31, 2001,  Mr.  Thornton  beneficially
owned an aggregate of 181,085 shares of the Company's Common Stock.
Item 6.  Indemnification of Directors and Officers.
Vesta
is a Delaware corporation. Section 145 of the Delaware General Corporation Law
empowers a Delaware corporation to indemnify any person who was or is a party to
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 such corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee, or agent of another corporation or
enterprise. A corporation may indemnify such person against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by such person 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. A corporation may, in advance of the final disposition of
any civil, criminal, administrative, or investigative action, suit, or
proceeding, pay the expenses (including attorneys' fees) incurred by any
officer or director in defending such action provided that the director or
officer undertake to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation.
A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation to procure a judgment in its favor under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where the officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) which he actually and
reasonably incurred in connection therewith. The indemnification provided is not
deemed to be exclusive of other rights to which an officer or director may be
entitled under any corporation's bylaws, agreement, or otherwise.
Vesta's
Certificate of Incorporation provides that no officer or director of Vesta will
be personally liable to Vesta or its stockholders for monetary damages for
breach of fiduciary duty as an officer or director, except for liability (i) for
any breach of the officer's or director's duty of loyalty to Vesta or
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 General Corporation Law, which concerns unlawful payments of
dividends, stock purchases or redemptions, or (iv) for any transaction from
which the officer or director received an improper personal benefit.
Vesta's
Bylaws provide that each director and officer of Vesta, and each person serving
at the request of Vesta as a director, officer, employee, or agent of any other
corporation or of a partnership, joint venture, trust, or other enterprise, who
was or is made a party to or is threatened to be made a party to or is otherwise
involved in any action, suit, or proceeding, will be indemnified and held
harmless to the fullest extent authorized by Delaware law against all expense,
liability, and loss reasonably incurred by such indemnitee in such action, suit,
or proceeding. Vesta's Bylaws also provide that Vesta may maintain
insurance, at its expense, to protect itself and any director, officer,
employee, or agent of Vesta or of another corporation, partnership, joint
venture, trust, or other enterprise against any expense, liability, or loss.
While
Vesta's Certificate of Incorporation and Bylaws provide officers and
directors with protection from awards for monetary damages for breaches of their
duty of care, they do not eliminate such duty. Accordingly, the Certificate of
Incorporation will have no effect on the availability of equitable remedies such
as an injunction or rescission based on an officer's or a director's
breach of his or her duty of care.
Item 7.  Exemption from Registration Claimed.
Not Applicable.
3
Item 8.  Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
Item 9.  Undertakings.
Item 512 (a)
Vesta hereby undertakes:
(1)
To file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(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 herein, and the 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.
Item 512 (b)
Vesta
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of Vesta's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this 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.
Item 512 (h)
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 Securities and Exchange 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.
4
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for 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 the City of Birmingham, State of Alabama, on July 16, 2001.
VESTA INSURANCE GROUP, INC.
(Registrant)
By:
/s/   Norman W. Gayle, III
Norman W. Gayle, III
Its President
We,
the undersigned officers and directors of Vesta Insurance Group, Inc., hereby
severally constitute and appoint Donald W. Thornton and John W. McCullough, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the registration statement on Form S-8 filed herewith and any and all
subsequent amendments to said registration statement, and generally to do all
such things in our names and on our behalf in our capacities as officers and
directors to enable Vesta Insurance Group, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said registration
statement and any and all amendments thereto.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities
indicated on July 16, 2001.
SIGNATURE                  TITLE
           ---------                  -----

   /s/   Norman W. Gayle, III         President (Principal Executive Officer), Director
---------------------------------
         Norman W. Gayle, III

   /s/   James E. Tait                Chairman (Principal Executive Officer), Director
---------------------------------
         James E. Tait

   /s/   William P. Cronin            Chief Financial Officer (Principal Financial Officer)
---------------------------------
         William P. Cronin

   /s/   Hopson B. Nance              Controller (Principal Accounting Officer)
---------------------------------
         Hopson B. Nance

   /s/   Robert B. D. Batlivala       Director
---------------------------------
         Robert B.D. Batlivala

   /s/   Walter M. Beale, Jr.         Director
---------------------------------
         Walter M. Beale, Jr.

   /s/   Ehney A. Camp, III           Director
---------------------------------
         Ehney A. Camp, III

   /s/   Alan S. Farrior              Director
---------------------------------
         Alan S. Farrior

                                      Director
---------------------------------
         Stephen R. Windom
5
INDEX TO
EXHIBITS
EXHIBIT NUMBER
DESCRIPTION OF EXHIBIT
4.1
Indenture between Vesta and Southtrust Bank of Alabama, National Association,
dated as of July 19, 1995 (filed as an exhibit to Vesta's Form 10-K for the
year ended December 31, 1995, filed on March 28, 1996 and incorporated herein by
reference (File No. 1-12338))
4.2
Supplemental Indenture between Vesta and Southtrust Bank of Alabama, National
Association, dated July 19, 1995 (filed as an exhibit to Vesta's Form 10-K
for the year ended December 31, 1995, filed on March 28, 1996 and incorporated
herein by reference (File No. 1-12338))
4.3
Indenture dated as of January 31, 1997, between Vesta and First Union National
Bank of North Carolina, as trustee (filed as an exhibit to Vesta's Form
10-Q for the quarter ended March 31, 1997, filed on May 13, 1997 and
incorporated herein by reference (File No. 1-12338))
4.4
Amended and Restated Declaration of Trust, dated as of January 31, 1997, of
Vesta Capital Trust I (filed as an exhibit to Vesta's Form 10-Q for the
quarter ended March 31, 1997, filed on May 13, 1997 and incorporated herein by
reference (File No. 1-12338)
4.5
Capital Securities Guarantee Agreement, dated as of January 31, 1997, between
Vesta and First Union National Bank of North Carolina, as trustee (filed as an
exhibit to Vesta's Form 10-Q for the quarter ended March 31, 1997, filed on
May 13, 1997 and incorporated by reference (File No. 1-12338))
5
Opinion regarding validity of the shares.
23
Consent of PricewaterhouseCoopers LLP
24
Power of Attorney (included in signature page to this registration statement)
6
Exhibit 5        Opinion of Counsel
[COMPANY LETTERHEAD]
July 16, 2001
Board of Directors
Vesta Insurance Group, Inc.
3760 River Run Drive
Birmingham, Alabama 35243
Re:        Vesta Insurance Group, Inc.
2001 Incentive Compensation Plan
Dear Sirs:
In
connection with the registration under the Securities Act of 1933, as amended,
of 2,000,000 shares of the capital stock, $.01 par value (the "Common
Stock"), of Vesta Insurance Group, Inc., a Delaware corporation (the
"Corporation"), for issuance and sale in the manner described in the
Corporation's Registration Statement on Form S-8 filed with the Securities
and Exchange Commission, to which this opinion is an exhibit (the
"Registration Statement"), I, as counsel to the Corporation, have
examined such corporate records, certificates, and other documents as I have
considered necessary or appropriate for the purposes of this opinion.
On
the basis of the foregoing, I am of the opinion that the Common Stock offered
pursuant to the Registration Statement has been duly and validly authorized and
is, or when issued in accordance with the respective governing documents will
be, duly and validly issued, fully paid and nonassessable.
I
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Yours very truly,
/s/
Donald W. Thornton
Donald W. Thornton
Senior Vice President,
General Counsel and Secretary
7
Exhibit 23.1        Consent of PricewaterhouseCoopers, LLP.
Consent of
Independent Accountants
We
hereby consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated March 1, 2001 relating to the financial
statements and financial statement schedules, which appears in Vesta Insurance
Group, Inc.'s Annual Report on Form 10-K for the year ended December 31,
2000.
/s/
PricewaterhouseCoopers LLP
Birmingham, Alabama
July 16, 2001
8