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;
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1.
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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.
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2.
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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.
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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 conso
