0001362310-07-002672 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 2nd, 2007 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • New York

This Securities Purchase Agreement (this “Agreement”) is made as of October 1, 2007, by and among the purchaser listed on Schedule A attached hereto (the “Purchaser”) and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Company”).

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SUA INSURANCE COMPANY PARTNER AGENT PROGRAM AGREEMENT
Partner Agent Program Agreement • November 2nd, 2007 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance • Illinois

This Partner Agent Program Agreement (“Agreement”) is entered into as of the 1st day of October, 2007 (the “Effective Date”) by and between SUA Insurance Company and its property and casualty insurance subsidiaries and affiliates (collectively the “Company”) and First Light Program Managers, Inc. (the “Partner Agent”).

Contract
2007 Stock Incentive Plan • November 2nd, 2007 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance

This confirms that on ___, 20___ (the “Award Date”), ___ (the “Recipient”) was granted a restricted stock award with respect to 3,000 shares (the “Shares”) of the common stock of Specialty Underwriters’ Alliance, Inc. (the “Company”), pursuant to the terms of the 2007 Stock Incentive Plan of Specialty Underwriters’ Alliance, Inc. (the “Plan”) (which terms are hereby incorporated by reference).

AMENDMENT NO. 4 TO THE SPECIALTY UNDERWRITERS’ ALLIANCE, INC. PARTNER AGENT PROGRAM AGREEMENT
Program Agreement • November 2nd, 2007 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance

This amendment (“Amendment”) is made and entered into as of August 30, 2007 by and between American Team Managers (“ATM”) and Specialty Underwriters’ Alliance, Inc., and amends the Partner Agent Program Agreement (“Agreement”) entered into by the parties on May 1, 2004, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.

Contract
2007 Stock Incentive Plan of Specialty • November 2nd, 2007 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance

AGREEMENT made as of ___, 20___, by and between SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation (the “Company”), and ___ (the “Recipient”).

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