Amended and Restated Tax Allocation Agreement


 Exhibit 10(c) 
  
 AMENDED AND RESTATED 
 TAX ALLOCATION AGREEMENT OF 
 ALFA CORPORATION 
  
 AGREEMENT dated March 1, 2004, by and among Alfa Corporation,
(“Parent”) and each of its undersigned subsidiaries. 
  
 WITNESSETH 
  
 WHEREAS, the parties hereto are members of
an affiliated group (“Affiliated Group”) as defined in Section 1504(a); and 
  
 WHEREAS, such Affiliated Group will file a U.S. consolidated income tax return for its taxable year ending December 31, 2003, and is required to file consolidated tax returns for subsequent years; and 
  
 WHEREAS, Alfa Builders, Inc., and Alfa Realty, Inc., as of March 1, 2004, are
no longer members of the affiliated group; and 
  
 WHEREAS, Alfa
Vision Insurance Corporation, by means of incorporation, became a member of the affiliated group on July 1, 2004; and 
  
 WHEREAS, it is the intent and desire of the parties hereto that a method be established for allocating the consolidated tax liability of the Affiliated
Group among its members, for reimbursing the Parent for payment of such tax liability, and to provide for the allocation and payment of any refund arising from a carryback of losses or tax credits from subsequent taxable years, 
  
 NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows; 
  

	 	1.	A U.S. consolidated income tax return shall be filed by the Parent for the taxable year ended December 31, 2003, and for each subsequent taxable period in respect of which this
agreement is in effect and for which the Affiliated Group is required or permitted to file a consolidated tax return. Each subsidiary shall execute and file such consent, elections, and other documents that may be required or appropriate for the
proper filing of such returns. 

  

	 	2.	a. The tax liability of the group shall be apportioned among the members of the group in accordance with the ratio of that portion of the consolidated taxable income attributable to
each member of the group having taxable income bears to the consolidated taxable income. 

  
 b. The separate return tax liability of each member shall be computed in a manner consistent with the provisions of Regulation 1.1552-1(a)(1)(i), provided
that the carryover of any tax attribute from a prior taxable year, which is not available in determining the consolidated tax liability of the group for such taxable period, shall be disregarded. 
  

	 	3.	Payment of the consolidated tax liability for a taxable period shall include the payment of estimated tax installments due for such taxable period, and each subsidiary shall pay to
the Parent its share of each payment within ten days of receiving notice of such payment from the Parent, but in no event later than the due date for each such payment. Any amounts paid by a subsidiary on account of a separate return or separate
estimated tax payments which are credited against the consolidated tax liability of the Affiliated Group, shall be included in determining the payments due from such subsidiary. Any overpayment of estimated tax should be returned to the subsidiary.


  









	 	4.	If the consolidated tax liability is adjusted for any taxable period, whether by means of an amended return, claim for refund or after a tax audit by the Internal Revenue Service,
the liability of each member shall be recomputed to give effect to such adjustments, and in the case of a refund, the Parent shall make payment to each member for its share of the refund, determined in the same manner as in paragraph 2 above, within
ten days after the refund is received by the Parent, and in the case of an increase in tax liability, each member shall pay to the Parent its allocable share of such increased tax liability within ten days after receiving notice of such liability
from the Parent. 

  

	 	5.	If, during a consolidated return period the Parent or any subsidiary acquires or organizes another corporation that is required to be included in the consolidated return, then such
corporation shall join in and be bound by this agreement. 

  

	 	6.	This agreement shall apply to the taxable year beginning, January 1, 2004, and all subsequent taxable periods unless the Parent and the subsidiaries agree to terminate the
agreement. Notwithstanding such termination, this agreement shall continue in effect with respect to any payment or refunds due for all taxable periods prior to termination. 

  

	 	7.	This agreement shall be binding upon and inure to the benefit of any successor, whether by statutory merger, acquisition of assets or otherwise, to any of the parties hereto, to the
same extent as if the successor had been an original party to the agreement. 

  
 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives on March 1, 2004. 
  

									
	ATTEST:	 	 	 	ALFA CORPORATION
					
	 By:
	 	 /s/ H. Al Scott
	 	 	 	 By:
	 	 /s/ Jerry A. Newby

	 	 	 Its Secretary
	 	 	 	 	 	      Its President

			
	ATTEST:	 	 	 	ALFA INSURANCE CORPORATION
					
	 By:
	 	 /s/ H. Al Scott
	 	 	 	 By:
	 	 /s/ Jerry A. Newby

	 	 	 Its Secretary
	 	 	 	 	 	      Its President

			
	ATTEST:	 	 	 	ALFA GENERAL INSURANCE CORPORATION
					
	 By:
	 	 /s/ H. Al Scott
	 	 	 	 By:
	 	 /s/ Jerry A. Newby

	 	 	 Its Secretary
	 	 	 	 	 	      Its President


  









									
	ATTEST:	 	 	 	ALFA FINANCIAL CORPORATION
					
	 By:
	 	 /s/ H. Al Scott
	 	 	 	 By:
	 	 /s/ Jerry A. Newby

	 	 	 Its Secretary
	 	 	 	 	 	      Its President

			
	ATTEST:	 	 	 	ALFA AGENCY GEORGIA, INC.
					
	 By:
	 	 /s/ H. Al Scott
	 	 	 	 By:
	 	 /s/ Jerry A. Newby

	 	 	 Its Secretary
	 	 	 	 	 	      Its President

			
	ATTEST:	 	 	 	ALFA AGENCY MISSISSIPPI, INC.
					
	 By:
	 	 /s/ H. Al Scott
	 	 	 	 By:
	 	 /s/ Jerry A. Newby

	 	 	 Its Secretary
	 	 	 	 	 	      Its President

			
	ATTEST:	 	 	 	ALFA BENEFITS CORPORATION
					
	 By:
	 	 /s/ H. Al Scott
	 	 	 	 By:
	 	 /s/ Jerry A. Newby

	 	 	 Its Secretary
	 	 	 	 	 	      Its President

			
	ATTEST:	 	 	 	ALFA LIFE INSURANCE CORPORATION
					
	 By:
	 	 /s/ H. Al Scott
	 	 	 	 By:
	 	 /s/ Jerry A. Newby

	 	 	 Its Secretary
	 	 	 	 	 	      Its President

			
	ATTEST:	 	 	 	ALFA VISION INSURANCE CORPORATION
					
	 By:
	 	 /s/ H. Al Scott
	 	 	 	 By:
	 	 /s/ Jerry A. Newby

	 	 	 Its Secretary
	 	 	 	 	 	      Its President