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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 OR
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER: 000-50891
 SPECIALTY UNDERWRITERS ALLIANCE, INC.
 (Exact name of registrant as specified in the charter)
 DELAWARE
    
    20-0432760(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)222 South Riverside Plaza,
    
    60606Chicago, Illinois
    
    (Zip Code)(Address of principal executive office)
 (888) 782-4672
(Registrants telephone number including area code)
 
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
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  DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IITEM 9A. CONTROLS AND PROCEDURESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURES302 Certification of Chief Executive Officer302 Certification of Chief Financial Officer    Table of Contents  EXPLANATORY NOTE
   
 PART I
 
 ITEM 9A. CONTROLS AND PROCEDURES
 Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures.
  Changes in Internal Control Over Financial Reporting.
 Managements Report on Internal Control Over Financial Reporting.
 2




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Inherent Limitations on Effectiveness of Controls.
 
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 3. Exhibits
 ExhibitNumber
    
    Description2.1
    
    Stock Purchase Agreement, dated March 22, 2004, between Registrant and OneBeacon
Insurance Company (Incorporated by reference to Exhibit 2.1, filed with Specialty
Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))2.2
    
    Amendment No. 1, dated May 4, 2004, to Stock Purchase Agreement between Registrant and
OneBeacon Insurance Company (Incorporated by reference to Exhibit 2.2, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))2.3
    
    Amendment No. 2, dated July 1, 2004, to Stock Purchase Agreement between Registrant and
OneBeacon Insurance Company (Incorporated by reference to Exhibit 2.3, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))2.4
    
    Amendment No. 3, dated July 13, 2004, to Stock Purchase Agreement between Registrant
and OneBeacon Insurance Company (Incorporated by reference to Exhibit 2.4, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))2.5
    
    Amendment No. 4, dated October 12, 2004, to Stock Purchase Agreement between Registrant
and OneBeacon Insurance Company (Incorporated by reference to Exhibit 2.5,
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ExhibitNumber
    
    Descriptionfiled with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))2.6
    
    Amendment No. 5, dated November 16, 2004, to Stock Purchase Agreement between
Registrant and OneBeacon Insurance Company (Incorporated by reference to Exhibit 2.6,
filed with Specialty Underwriters Alliance, Inc.s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004)3.1
    
    Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit
3.1, filed with Specialty Underwriters Alliance. Inc.s Registration Statement on Form
S-1 (File No. 333-124263))3.2
    
    Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))4.1
    
    Amended and Restated Senior Secured Note to the order of Friedman, Billings, Ramsey
Group, Inc. for up to $2,000,000 (Incorporated by reference to Exhibit 4.1, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))4.2
    
    Amended and Restated Subordinated Note to the order of Courtney C. Smith for up to
$260,000 (Incorporated by reference to Exhibit 4.2, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))4.3
    
    Amended and Restated Subordinated Note to the order of Peter E. Jokiel for up to
$114,000 (Incorporated by reference to Exhibit 4.3, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))4.4
    
    Amended and Restated Subordinated Note to the order of William S Loder for up to
$45,000 (Incorporated by reference to Exhibit 4.4, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))4.5
    
    Amended and Restated Subordinated Note to the order of Gary J. Ferguson for up to
$31,000 (Incorporated by reference to Exhibit 4.5, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))4.6
    
    Amended and Restated Amended and Restated Senior Secured Note to the order of Standard
American Insurance Limited for up to $1,450,000 (Incorporated by reference to Exhibit
4.6, filed with Specialty Underwriters Alliance, Inc.s Registration Statement on Form
S-1 (File No. 333-117722))4.7
    
    Warrant No. W-1 B issued to Friedman, Billings, Ramsey Group, Inc. (Incorporated by
reference to Exhibit 4.7, filed with the Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))4.8
    
    Warrant No. W-1 C issued to Friedman, Billings, Ramsey Group, Inc. (Incorporated by
reference to Exhibit 4.8, filed with Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))
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ExhibitNumber
    
    Description4.9
    
    Warrant No. W-2 B issued to Courtney C. Smith (Incorporated by reference to Exhibit
4.9, filed with Specialty Underwriters Alliance, Inc.s Registration Statement on Form
S-1 (File No. 333-117722))4.10
    
    Warrant No. W-2 C issued to Courtney C. Smith (Incorporated by reference to Exhibit
4.10, filed with Specialty Underwriters Alliance, Inc.s Registration Statement on
Form S-1 (File No. 333-117722))4.11
    
    Warrant No. W-3 B issued to Peter E. Jokiel (Incorporated by reference to Exhibit 4.11,
filed with Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1
(File No. 333-117722))4.12
    
    Warrant No. W-4 B issued to William S. Loder (Incorporated by reference to Exhibit
4.12, filed with Specialty Underwriters Alliance, Inc.s Registration Statement on
Form S-1 (File No. 333-117722))4.13
    
    Warrant No. W-5 B issued to Gary J. Ferguson (Incorporated by reference to Exhibit
4.13, filed with Specialty Underwriters Alliance, Inc.s Registration Statement on
Form S-1 (File No. 333-117722))4.14
    
    Warrant No. W-6 issued to Standard American Insurance Limited (Incorporated by
reference to Exhibit 4.14, filed with Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))10.1.1
    
    Management and Administrative Services Agreement, dated November 1, 2003, between the
Registrant and Syndicated Services Company, Inc. (Incorporated by reference to Exhibit
10.1.1, filed with Specialty Underwriters Alliance, Inc.s Registration Statement on
Form S-1 (File No. 333-117722))10.1.2
    
    Engagement letter, dated November 24, 2003 between the Registrant and MMC Securities
Corp. (Incorporated by reference to Exhibit 10.1.2, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))10.1.3
    
    Agreement, dated March 15, 2004, between the Registrant and Guy Carpenter & Company,
Inc. (Incorporated by reference to Exhibit 10.1.3, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))10.1.4
    
    Addendum I to the Management and Administrative Services Agreement, dated April 26,
2004, between the Registrant and Syndicated Services Company, Inc. (Incorporated by
reference to Exhibit 10.1.4, filed with Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))10.1.5
    
    Amended and Restated Stock Option Plan dated as of November 10, 2004 (Incorporated by
reference to Exhibit 10.1.5, filed with Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))10.1.6
    
    Addendum II to the Management and Administrative Services Agreement, dated June 10,
2004, between the Registrant and Syndicated Services Company, Inc. (Incorporated by
reference to Exhibit 10.1.6, filed with Specialty Underwriters Alliance, Inc.s
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ExhibitNumber
    
    DescriptionRegistration Statement on Form S-1 (File No. 333-117722))10.1.7
    
    First Amendment to Engagement Letter, dated June 24, 2004, between the Registrant and
MMC Securities Corp. (Incorporated by reference to Exhibit 10.1.7, filed with Specialty
Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))10.1.8
    
    Amended and Restated Employment Agreement, dated November 11, 2004, between the
Registrant and Courtney C. Smith (Incorporated by reference to Exhibit 10.1.8, filed
with Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File
No. 333-117722))10.1.9
    
    Amended and Restated Employment Agreement, dated November 11, 2004, between the
Registrant and Peter E. Jokiel (Incorporated by reference to Exhibit 10.1.9, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))10.1.10
    
    Amended and Restated Employment Agreement, dated November 11, 2004, between the
Registrant and William S. Loder (Incorporated by reference to Exhibit 10.1.10, filed
with Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File
No. 333-117722))10.1.11
    
    Amended and Restated Employment Agreement, dated November 11, 2004, between the
Registrant and Gary J. Ferguson (Incorporated by reference to Exhibit 10.1.11, filed
with Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File
No. 333-117722))10.1.12
    
    Amended and Restated Senior Loan and Security Agreement, dated July 23, 2004, among
Friedman, Billings, Ramsey Group, Inc., Standard American Insurance Limited and
Registrant (Incorporated by reference to Exhibit 10.1.12, filed with Specialty
Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))10.1.13
    
    Amended and Restated Subordinated Loan and Security Agreement, dated July 23, 2004,
among Friedman, Billings, Ramsey Group, Inc., Standard American Insurance Limited,
Registrant, Courtney C. Smith, Peter E. Jokiel, William S. Loder and Gary Ferguson
(Incorporated by reference to Exhibit 10.1.12, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))10.1.14
    
    Amended and Restated Intercreditor and Subordination Agreement, dated July 23, 2004,
among Friedman, Billings, Ramsey Group, Inc., Standard American Insurance Limited,
Registrant, Courtney C. Smith, Peter E. Jokiel, William S. Loder and Gary Ferguson
(Incorporated by reference to Exhibit 10.1.12, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))10.1.15
    
    Partner Agent Program Agreement, dated May 18, 2004, between the Registrant and AEON
Insurance Group, Inc. (Incorporated by reference to Exhibit 10.1.15, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))
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ExhibitNumber
    
    Description10.1.16
    
    Amended and Restated Securities Purchase Agreement, dated September 30, 2004, between
the Registrant and AEON Insurance Group, Inc. (Incorporated by reference to Exhibit
10.1.16, filed with Specialty Underwriters Alliance, Inc.s Registration Statement on
Form S-1 (File No. 333-117722))10.1.17
    
    Partner Agent Program Agreement, dated May 1, 2004, between the Registrant and American
Team Managers (Incorporated by reference to Exhibit 10.1.17, filed with Specialty
Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))10.1.18
    
    Amended and Restated Securities Purchase Agreement, dated August 16, 2004, between the
Registrant and American Team Managers (Incorporated by reference to Exhibit 10.1.18,
filed with Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1
(File No. 333-117722))10.1.19
    
    Software License Maintenance and Support Agreement, dated May 20, 2004, between the
Registrant and ISO Strategic Solutions, Inc. (Incorporated by reference to Exhibit
10.1.21, filed with Specialty Underwriters Alliance, Inc.s Registration Statement on
Form S-1 (File No. 333-117722))10.1.20
    
    Master Software Sales and Services, Agreement (Americas), dated May 19, 2004, between
the Registrant and SunGard Sherwood Systems (US), Inc. (Incorporated by reference to
Exhibit 10.1.22, filed with Specialty Underwriters Alliance, Inc.s Registration
Statement on Form S-1 (File No. 333-117722))10.1.21
    
    Warrant Exchange Agreement, dated August 31, 2004, among the Registrant, Friedman,
Billings, Ramsey Group, Inc., Courtney C. Smith, Peter E. Jokiel, William S. Loder and
Gary Ferguson (Incorporated by reference to Exhibit 10.1.23, filed with Specialty
Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))10.1.22
    
    Second Amendment to Engagement Letter, dated September 7, 2004, between the Registrant
and MMC Securities Corp. (Incorporated by reference to Exhibit 10.1.24, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))10.1.23
    
    Side letter, dated September 30, 2004, between the Registrant and AEON Insurance Group,
Inc. (Incorporated by reference to Exhibit 10.1.25, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))10.1.24
    
    Promissory Note, dated September 30, 2004, in favor of the Registrant (Incorporated by
reference to Exhibit 10.1.26, filed with Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))10.1.25
    
    Side letter, dated August 16, 2004, between the Registrant and American Team Managers
(Incorporated by reference to Exhibit 10.1.27, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))10.1.26
    
    Promissory Note, dated August 16, 2004, in favor of the Registrant (Incorporated by
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ExhibitNumber
    
    Descriptionreference to Exhibit 10.1.28, filed with Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))10.1.27
    
    Letter Agreement, dated September 15, 2004, between the Registrant and Syndicated
Services Company, Inc. (Incorporated by reference to Exhibit 10.1.31, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))10.1.28
    
    Partner Agent Program Agreement, dated November 3, 2004, between the Registrant and
Risk Transfer Holdings, Inc. (Incorporated by reference to Exhibit 10.1.32, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))10.1.29
    
    Amended and Restated Securities Purchase Agreement, dated November 3, 2004, between the
Registrant and Risk Transfer Holdings, Inc. (Incorporated by reference to Exhibit
10.1.33, filed with Specialty Underwriters Alliance, Inc.s Registration Statement on
Form S-1 (File No. 333-117722))10.1.30
    
    Side Letter, dated November 3, 2004, between the Registrant and Risk Transfer Holdings,
Inc. (Incorporated by reference to Exhibit 10.1.34, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))10.1.31
    
    Promissory Note, dated November 3, 2004, in favor of the Registrant (Incorporated by
reference to Exhibit 10.1.35, filed with Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))10.1.32
    
    First Amendment to Software License Maintenance and Support Agreement, dated October
13, 2004, between the Registrant and ISO Strategic Solutions, Inc. (Incorporated by
reference to Exhibit 10.1.36, filed with Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))10.1.33
    
    Second Amendment to Software License Maintenance and Support Agreement, dated November
9, 2004, between the Registrant and ISO Strategic Solutions, Inc. (Incorporated by
reference to Exhibit 10.1.37, filed with Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))10.1.34
    
    First Amendment to Amended and Restated Senior Loan and Security Agreement, dated
November 11, 2004, among FBR, Standard American Insurance Limited and Registrant
(Incorporated by reference to Exhibit 10.1.38, filed with Specialty Underwriters
Alliance, Inc.s Registration Statement on Form S-1 (File No. 333-117722))10.1.35
    
    First Amendment to Amended and Restated Subordinated Loan and Security Agreement, dated
November 11, 2004, among FBR, Standard American Insurance Limited, Registrant, Courtney
C. Smith, Peter E. Jokiel, William S. Loder and Gary Ferguson. (Incorporated by
reference to Exhibit 10.1.39, filed with Specialty Underwriters Alliance, Inc.s
Registration Statement on Form S-1 (File No. 333-117722))10.1.36
    
    Form of Voting Agreement, by and between the Registrant and Friedman, Billings, Ramsey
Group, Inc. (Incorporated by reference to Exhibit 10.1.40, filed with Specialty
Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))
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ExhibitNumber
    
    Description10.1.37
    
    Form of Registration Rights Agreement, by and between the Registrant and Friedman,
Billings, Ramsey Group, Inc. (Incorporated by reference to Exhibit 10.1.41, filed with
Specialty Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))10.1.38
    
    Form of Stock Purchase Agreement, by and between the Registrant and Friedman, Billings,
Ramsey Group, Inc. (Incorporated by reference to Exhibit 10.1.42, filed with Specialty
Underwriters Alliance, Inc.s Registration Statement on Form S-1 (File No.
333-117722))10.1.39
    
    Third Amendment to the Software License and Maintenance and Support Agreement by and
between ISO Strategic Solutions, Inc. and the Registrant (Incorporated by reference to
Exhibit 10.1.43, filed with Specialty Underwriters Alliance, Inc.s Registration
Statement on Form S-1 (File No. 333-117722))10.1.40
    
    Lease Agreement, dated February 7, 2005, between SUA Insurance Company, the wholly
owned operating subsidiary of the Registrant, and 222 South Riverside Property LLC
(Incorporated by reference to Exhibit 10.1.40, filed with Specialty Underwriters
Alliance, Inc.s Annual Report on Form 10-K for the year ended December 31, 2004)10.1.41
    
    Amendment No. 1 to Partner Agent Program Agreement, dated January 17, 2005, between the
Registrant and American Team Managers (Incorporated by reference to Exhibit 10.1.41,
filed with Specialty Underwriters Alliance, Inc.s Annual Report on Form 10-K for the
year ended December 31, 2004)10.1.42
    
    Partner Agent Program Agreement, dated May 11, 2005, between the Registrant and
Specialty Risk Solutions, LLC. (Incorporated by reference to Exhibit 10.1.42 with
Specialty Underwriters Alliance. Inc.s Registration Statement on Form S-1 (File No.
333-124263))10.1.43
    
    Securities Purchase Agreement dated May 11, 2005, between the Registrant and Specialty
Risk Solutions, LLC. (Incorporated by reference to Exhibit 10.1.43 with Specialty
Underwriters Alliance. Inc.s Registration Statement on Form S-1 (File No.
333-124263))10.1.44
    
    Partner Agent Agreement, dated October 11, 2005, between the Registrant and Appalachian
Underwriters, Inc. (Incorporated by reference to Exhibit 10.1.44 with Specialty
Underwriters Alliance. Inc.s Registration Statement on Form S-1 (File No.
333-124263))10.1.45
    
    Securities Purchase Agreement, dated October 11, 2005, between the Registrant and
Appalachian Underwriters, Inc. (Incorporated by reference to Exhibit 10.1.45 with
Specialty Underwriters Alliance. Inc.s Registration Statement on Form S-1 (File No.
333-124263))10.1.46
    
    First Amendment to the Securities Purchase Agreement, dated October 21, 2005, between
the Registrant and Appalachian Underwriters, Inc. (Incorporated by reference to Exhibit
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ExhibitNumber
    
    Description10.1.46 with Specialty Underwriters Alliance. Inc.s Registration Statement on Form
S-1 (File No. 333-124263))10.1.47
    
    Third Amendment to the Securities Purchase Agreement, dated October 21, 2005, between
the Registrant and Specialty Risk Solutions, LLC. (Incorporated by reference to Exhibit
10.1.47 with Specialty Underwriters Alliance. Inc.s Registration Statement on Form
S-1 (File No. 333-124263))10.1.48
    
    Amendment No. 1 to the Partner Agent Program Agreement, dated December 13, 2005,
between the Registrant and Appalachian Underwriters, Inc.10.1.49
    
    Partner Agent Program Agreement, dated January 24, 2006, between the Registrant and
American Patriot Insurance Agency, Inc.10.1.50
    
    Securities Purchase Agreement, dated January 24, 2006, between the Registrant and
American Patriot Insurance Agency, Inc.14.1
    
    Code of Ethics of Specialty Underwriters Alliance, Inc. (Incorporated by reference to
Exhibit 14.1 with Specialty Underwriters Alliance, Inc.s Annual Report on Form 10-K
for the year ended December 31, 2004)21.1
    
    Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 with
Specialty Underwriters Alliance, Inc.s Annual Report on Form 10-K for the year ended
December 31, 2004)31.1*
    
    Certification of Courtney C. Smith, Chief Executive Officer, pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Peter E. Jokiel, Chief Financial Officer, pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    Certification of Courtney C. Smith , Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Peter E. Jokiel, Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Submitted herewith. All other exhibits were filed with, or incorporated by reference into, the
Registrants Form 10-K for the fiscal year ended December 31, 2005. 10




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SIGNATURES
  SPECIALTY UNDERWRITERS ALLIANCE, INC.
(Registrant)By:
    
    /s/ Courtney C. SmithName:
    
    Courtney C. SmithTitle:
    
    Chief Executive OfficerDate: June 16, 2006
  Signature
    
    Title
    
    Date/s/ Courtney C. Smith
    
    Chairman, Chief Executive Officer
    
    June 16, 2006Courtney C. Smith
    
    And
Director (Principal Executive Officer)/s/ Peter E. Jokiel
    
    Executive Vice President, Chief
    
    June 16, 2006Peter E. Jokiel
    
    Financial
Officer and Director
(Principal Financial and AccountingOfficer)/s/ Robert E. Dean
    
    Director
    
    June 16, 2006Robert E. Dean/s/ Raymond C. Groth
    
    Director
    
    June 16, 2006Raymond C. Groth/s/ Paul A. Philp
    
    Director
    
    June 16, 2006Paul A. Philp/s/ Robert H. Whitehead
    
    Director
    
    June 16, 2006Robert H. Whitehead/s/ Russell E. Zimmermann
    
    Director
    
    June 16, 2006Russell E. Zimmermann