Exhibit 10.51
 FIRST AMENDMENT
TO THE
CHANGE IN CONTROL AGREEMENT
  RECITALS
     1.
    
    Section (A)(i) shall be deleted in its entirety and replaced with the following:The Company shall pay to the Employee an amount equal to the sum of (a) two times the
Employees annual base salary and (b) any unreimbursed business expenses or other amounts
due to the Employee from the Company as of the Employees date of termination.
 2.
    
    No Right to Employment. No provision of this Amendment shall give Employee any right
to continue in the employ of the Company or any of its Affiliates, create any inference as to
the length of employment of Employee, affect the right of the Company or its Affiliates to
terminate the employment of Employee, with or without cause, or give Employee any right to
participate in any employee welfare or benefit plan or other program of the Company or any of
its Affiliates.
 3.
    
    Governing Law. This Amendment will be governed by, and construed and enforced in
accordance with, the laws of the State of Illinois without giving effect to any principles of
conflict of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of
the state and federal courts sitting in the State of Illinois, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the




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address for such notices to it under this Amendment and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law.4.
    
    Binding Effect. This Amendment will be binding upon and inure to the benefit of
Employee, the Company, and their respective successors and permitted assigns. The Company
will be entitled to assign its rights and duties under this Amendment provided that the
Company will remain liable to Employee should such assignee fail to perform its obligations
under this Amendment.5.
    
    No Strict Construction. The language used in this Amendment will be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of strict
construction will be applied against any person.IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their
behalf by their duly authorized officers as of the day, month and year above written.
 SPECIALTY UNDERWRITERS ALLIANCE, INC.By:Name:
    
    Courtney C. SmithTitle:
    
    President & Chief Executive OfficerEMPLOYEEBy:Name:
    
    Daniel CacchioneTitle:
    
    Senior Vice President & Chief Underwriting Officer
 2