Exhibit 10.48
 AMENDMENT NO. 5
TO THE
SPECIALTY UNDERWRITERS ALLIANCE, INC.
PARTNER AGENT PROGRAM AGREEMENT
   1.
    
    Effective March 1, 2008 the Maximum Rate of Commission, as listed in Exhibit A, Section A shall
be deleted in its entirety and replaced with the following:
 Maximum Rate ofCommission effective
    
    Maximum Rate ofJanuary 1, 2008 through
    
    Commission effectiveProgram Description
    
    Line of Business
    
    February 29, 2008
    
    March 1, 2008Artisan and General
Contractor in the states
specifically described in
the underwriting guidelines
of the Company
    
    General Liability and
Commercial Automobile
Liability and Physical Damage
    
    20%
    
    
    
    20%E-Comp. in the states
specifically described in the
underwriting guidelines of
the Company
    
    Workers Compensation
    
    15%
    
    
    
    18%Transportation operations 
in the territories specifically 
defined in the 
underwriting guidelines
    
    Commercial General Liability
Commercial Automobile
Liability and Physical Damage
    
    15%
    
    
    
    18%
 2.
    
    Effective January 1, 2008 through February 29, 2008, within a reasonable time following the end
of each of Companys fiscal quarter, Company shall pay Partner Agent two percent (2%) of Eligible
Earned Premium.3.
    
    Effective March 1, 2008, within a reasonable time following the end of each of Companys fiscal
quarter, Company shall pay Partner Agent a percentage of Eligible Earned Premium in accordance with
the following schedule:
 Program
    
    Profit Sharing FactorContractor General Liability
    
    
    2
    %E-Comp
    
    
    1
    %Trucking
    
    
    0
    %
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4.
    
    No future amounts shall be owed in accordance with any exhibits that existed under the Agreement
prior to the execution of this Amendment.5.
    
    Exhibit B attached hereto shall be added to the Agreement and shall be used for all profit
sharing calculations for Profit Sharing Periods beginning after January 1, 2008 (Effective Date).
All profit sharing calculations for Profit Sharing Years prior to 2008 shall be zero (0) and no
profit sharing shall hereafter be owed.
  SPECIALTY UNDERWRITERS ALLIANCE, INC.
SUA INSURANCE COMPANYBy:
    
    /s/ Daniel A. CacchioneName:
    
    Daniel A. CacchioneTitle:
    
    Vice President and  Chief Underwriting OfficerAMERICAN TEAM MANAGERSBy:
    
    /s/ Chris MichaelsName:
    
    Chris MichaelsTitle:
    
    CEO
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EXHIBIT B
PROFIT SHARING SCHEDULE
  Table I  Annual Profit Share  Profit Sharing Year [     ]
 Premium1.
    
    Eligible Earned Premium before write off for Profit Sharing Year
    
    $2.
    
    Premium Written Off
    
    $3.
    
    Eligible Earned Premium
    
    $(Line 1 minus Line 2)Expenses4.
    
    Losses and ALAE Incurred for Profit Sharing Year
    
    $5.
    
    TPA Claims Fee for Profit Sharing Year
    
    $6.
    
    Claims Charge for Profit Sharing Year
    
    $7.
    
    IBNR Charge for Profit Sharing Year
    
    $8.
    
    Commissions Incurred for Profit Sharing Year
    
    $9.
    
    Taxes, Licenses and Fees for Profit Sharing Year
    
    $10.
    
    Operating Charge
    
    $11.
    
    Dividends Incurred for Profit Sharing Year
    
    $12.
    
    Expense Total (Sum of Lines 4, 5, 6, 7, 8, 9, 10 and 11)
    
    $Profit Sharing Year Result13.
    
    Profit Sharing Year Result
    
    $(Line 3 minus line 12)(Can be negative)14.
    
    Profit Sharing Factor
    
    
    
    *15.
    
    Profit to be Shared
    
    $(Line 13 times Line 14)(Can be negative)16.
    
    Payout Factor
    
    
    
    %17.
    
    Result (Line 17 times Line 18)
    
    $(Can be Negative)
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*    Profit Sharing Factor shall be equal to the following:
 Combined Ratio
    
    Profit Sharing FactorLess than or equal to 86%
    
    
    2
    %87% to 90%
    
    
    1
    %91% or greater
    
    
    0
    %
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Defined Terms Used in Table I
 A.
    
    Claims Charge shall be a designated amount determined by Company based on unallocated loss
adjustment expense for the current Profit Sharing Year.B.
    
    Combined Ratio shall mean the ratio of Expense Total to Eligible Earned Premium.C.
    
    Commissions Incurred shall include the direct commissions and policy fees (if included in
Eligible Earned Premium) incurred by Company for the Profit Sharing Year, relating to Eligible
Earned Premium. Additionally, Company shall add to such total any amounts or expenses of
Partner Agent which Company agrees to reimburse, assume, or share.D.
    
    Dividends Incurred shall include all dividends incurred (paid plus an estimate of accrued
but not paid) for the Profit Sharing Year by Company.E.
    
    Eligible Earned Premium shall mean direct premium earned for Profit Sharing Year less
earned premium ceded (less ceding commission earned) for reinsurance.F.
    
    Eligible Written Premium shall mean direct premium written for Profit Sharing Year.G.
    
    Expense Total shall mean the sum of the following: Losses and ALAE Incurred for Profit
Sharing Year; TPA Claims Fee for Profit Sharing Year; Claims Charge for Profit Sharing Year;
IBNR Charge for Profit Sharing Year; Commissions Incurred for Profit Sharing Year; Taxes,
Licenses and Fees for Profit Sharing Year; Operating Charge; and Dividends Incurred for Profit
Sharing Year.H.
    
    Final Profit Sharing Year shall mean the Profit Sharing Year in which this Agreement is
terminated.I.
    
    IBNR Charge shall be determined solely by Company and shall include a provision for the
reserve for Losses and ALAE Incurred but not reported during the Profit Sharing Year, which
reserve shall include development on losses and ALAE already reported to Company less losses
for IBNR ceded.J.
    
    Losses and ALAE Incurred shall be direct losses and expenses incurred (paid plus case
reserves) less Losses and ALAE Incurred ceded for reinsurance by Company on claims reported
for the Profit Sharing Year relating to Eligible Earned Premium, excluding unallocated loss
adjustment expense, plus any extra contractual or bad faith payments or reserves.K.
    
    Operating Charge shall be a designated amount for the current Profit Sharing Year.
Operating Charge shall be determined solely at Companys discretion and shall be based on the
operating expenses of Company not included in any of the line items described herein.L.
    
    Payout Factor shall be calculated according to the following chart for Table I:
 PROFIT SHARING AGREEMENT
 PAYOUT FACTORS
 1stValuation
    
    20%2nd Valuation
    
    40%3rd Valuation
    
    60%4th Valuation
    
    80%5th Valuation
    
    100%
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M.
    
    Premium Written Off shall include any premium due Company which Company has charged off as
uncollectible for the Profit Sharing Year.N.
    
    Profit Sharing Year shall mean January 1 to December 31, except for the initial Profit
Sharing Year which shall be from the Effective Date to December 31.O.
    
    Taxes, Licenses and Fees shall include any loss based or premium based assessments and any
expenses relating thereto, and premium taxes, boards, bureaus, and any miscellaneous taxes
including insurance department licenses and fees, relating to Eligible Earned Premium.P.
    
    TPA Claims Fee shall be third party claims fees incurred by Company on behalf of the
Partner Agent for the current Profit Sharing Year.Q.
    
    Valuation Date shall mean June 30 of each year for each Profit Sharing Year and sixty (60)
days following each Profit Sharing Year. Except as otherwise set forth below, Company shall
continue providing calculations for each Profit Sharing Year through the June 30 of each
successive year following termination of this Agreement, the Final Profit Sharing Year, or
until the parties mutually agree in writing to close the calculations for a particular Profit
Sharing Year or Profit Sharing Years.
 Timing of Calculation of Profit Sharing Due
 A.
    
    If Partner Agent meets the Minimum Eligible Written Premium requirements for profit sharing,
Company shall calculate Profit Sharing Due to Partner Agent for the applicable profit sharing
period based on Companys records. Such calculation shall be provided to Partner Agent sixty
(60) days after each the Valuation Date for each Profit Sharing Year.B.
    
    Each Annual Profit Sharing calculation will include a separate re-calculation of each prior
Profit Sharing Year. Re-calculations for each prior Profit Sharing Year will be as of the
current Valuation Date, and will be made utilizing the formula set forth in Table I.C.
    
    Provided that all premium or other amounts due Company shall have been received by Company,
within sixty (60) days after completion of the calculation of Profit Sharing Due, Company
shall pay the amount of Profit Sharing Due to Partner Agent for the applicable profit sharing
period.
 Term and Termination
   General
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