Amendment No. 3 To LLC Interest Purchase Agreement

Exhibit 10(f)

AMENDMENT NO. 3 TO LLC INTEREST PURCHASE AGREEMENT

THIS AMENDMENT NO. 3 TO LLC INTEREST PURCHASE AGREEMENT (this " Amendment" ) is made and entered into as of the 30th day of December, 2005, by and among ALFA CORPORATION, a Delaware corporation (" Buyer" ), ALFA MERGER SUB, LLC, a Tennessee limited liability company (" Merger Sub" ), JOHN CHARLES RUSSELL, an individual resident of the State of Tennessee (" John Russell" ), CAROL LYNN RUSSELL, an individual resident of the State of Tennessee (" Carol Russell" ), THE TRUSTS IDENTIFIED ON THE SIGNATURE PAGES HERETO (the " Seller Trusts" ), THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC., a Tennessee not-for-profit corporation (the " Foundation" ) (John Russell, Carol Russell, the Seller Trusts and the Foundation are, collectively, " Sellers" ), and THE VISION INSURANCE GROUP, LLC, a Tennessee limited liability company (" Vision" ). W I T N E S S E T H:

WHEREAS, Buyer, Merger Sub, Sellers and Vision are parties to that certain LLC Interest Purchase Agreement dated as of August 30, 2004, as amended by Amendment No. 1 to LLC Interest Purchase Agreement, Converting to a Plan of Merger, dated December 15, 2004 and Amendment No. 2 to LLC Interest Purchase Agreement, dated December 29, 2004 (the " Agreement" ); and

WHEREAS, the parties desire to further amend the Agreement, as hereinafter more particularly set forth;

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

I. Definitions

All capitalized terms used in this Amendment which are not otherwise defined herein are used with the same meaning attributed to such capitalized terms in the Agreement.

II. Earnout Payments

The parties agree that Exhibit B and Exhibit C to the Agreement shall be replaced in their entirety by Exhibit A and Exhibit B to this Amendment.

III. Miscellaneous

1. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 2. Except as expressly set forth herein, the parties make no other amendment, alteration or modification of the Agreement nor do they, nor does any of them, by executing this Amendment, waive any provision of the Agreement or any right that they or it may have thereunder.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

ALFA CORPORATION By:

/s/ Jerry A. Newby Name: Jerry A. Newby Title: President and Chief Executive Officer ALFA MERGER SUB, LLC By:

/s/ Jerry A. Newby Name: Jerry A. Newby Title: Chief Manager JOHN CHARLES RUSSELL

/s/ John Charles Russell CAROL LYNN RUSSELL

/s/ Carol Lynn Russell JOHN CHARLES RUSSELL, TRUSTEE OF THE JOHN CHARLES RUSSELL 2004 ANNUITY TRUST NO. 1

/s/ John Charles Russell JOHN CHARLES RUSSELL, TRUSTEE OF THE JOHN CHARLES RUSSELL 2004 ANNUITY TRUST NO. 2

/s/ John Charles Russell JOHN CHARLES RUSSELL, TRUSTEE OF THE JOHN CHARLES RUSSELL 2004 ANNUITY TRUST NO. 3

/s/ John Charles Russell THE COMMUNITY FOUNDATION OF MIDDLE TENNESSEE, INC. By:

/s/ Ellen E. Lehman Name: Ellen E. Lehman Title: President THE VISION INSURANCE GROUP, LLC /s/ John Charles Russell By:

/s/ Carol Lynn Russell

John Charles Russell

President

EXHIBIT A

(REPLACING EXHIBIT B TO AGREEMENT)

REVENUE EARNOUT PAYMENT FORMULA AND TERMS Formula :


Year

Conservative Revenue Target Aggressive
Revenue Target Revenue Range

2005 $ 84,719,125 $ 91,512,705 $ 6,793,580

2006 $ 84,719,125 $ 91,512,705 $ 6,793,580

2007 $ 101,174,541 $ 118,051,389 $ 16,876,848

2008 $ 120,826,175 $ 152,286,292 $ 31,460,117

2009 $ 144,294,841 $ 196,449,316 $ 52,154,475

Step 1: Subtract the Conservative Revenue Target for the applicable period from the actual Vision Revenue for the same period. If the result is negative, Sellers shall not be entitled to any Revenue Earnout Payment for that period. Step 2: If the result in Step 1 is positive, then divide such result by the Revenue Range for the applicable period. Then multiply that result by $700,000. The result is the amount of the Revenue Earnout Payment due to Sellers for the applicable period.

Certain Conditions :
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