AMENDED AND RESTATED TAX ALLOCATION AGREEMENT OF

Exhibit 10.5

AMENDED AND RESTATED

TAX ALLOCATION AGREEMENT OF

ALFA CORPORATION

AGREEMENT dated May 22, 2006 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, 2006, and is required to file consolidated tax returns for subsequent years; and

WHEREAS, such affiliated group desires to have its tax allocation agreement to be consistent with the broad principles of FAS 109 and SSAP 10; and

WHEREAS, such affiliated group desires to elect, pursuant to Rev. Proc. 90-39, to change its tax allocation method to the percentage method; and

WHEREAS, it is the intent and desire of the parties hereto that a new 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;

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives on May 22, 2006.