AMENDED AND RESTATED TAX ALLOCATION AGREEMENT OF ALFA CORPORATION

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;

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.

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