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AMENDMENT NO. 4
TO THE
SPECIALTY UNDERWRITERS ALLIANCE, INC.
PARTNER AGENT PROGRAM AGREEMENT
   1.
    
    SUA Insurance Company, a wholly owned subsidiary of Specialty Underwriters Alliance,
Inc., shall be added as a party to this Agreement.2.
    
    Exhibit B-2 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, 2007
(Effective Date). Under Exhibit B-2, Profit Sharing Years 2005 and 2006 shall be treated
as one year for purposes of calculating the Annual Profit Share for Profit Sharing Year
2007 and thereafter. All profit sharing calculations for Profit Sharing Years prior to
2007 shall continue to be calculated in accordance with Exhibit B to the original
Agreement.
  SPECIALTY UNDERWRITERS ALLIANCE, INC.
SUA INSURANCE COMPANY
 By: 
Name:
    
    /s/ William S. Loder

William S. LoderTitle:
    
    Senior Vice President andChief Underwriting Officer
 AMERICAN TEAM MANAGERS
 By:
    
    /s/ Chris MichaelsName:
    
    Chris MichaelsTitle:
    
    CEO




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EXHIBIT B-2
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 before Accelerated Quarterly Profit Share(Line 13 times Line 14)
(Can be negative)
    
    $16. Accelerated Quarterly Profit Share (cumulative)
    
    $17. Profit to be Shared (Line 15 minus Line 16)
    
    $18. Payout Factor
    
    
    
    %19. Result (Line 17 times Line 18)(Can be Negative)
    
    $
  2




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*Profit Sharing Factor shall be equal to 5/7 multiplied by 50% for Combined Ratios below 100% and
50% for Combined Ratios greater than or equal to 100%
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Table II   Quarterly Profit Share  Profit Sharing Quarter [ ]
 Premium1. Eligible Earned Premium before write off
    
    $2. Premium Written Off
    
    $3. Eligible Earned Premium(Line 1 minus Line 2)
    
    $Expenses4. Losses and ALAE Incurred
    
    $5. TPA Claims Fee
    
    $6. Claims Charge
    
    $7. IBNR Charge
    
    $8. Commissions Incurred
    
    $9. Taxes, Licenses and Fees
    
    $10. Operating Charge
    
    $11. Dividends Incurred
    
    $12. Expense Total (Sum of Lines 4, 5, 6, 7, 8, 9, 10 and 11)
    
    $Profit Sharing Year Result13. Profit Sharing 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)
  
 *Profit Sharing Factor shall be equal to 2/7 multiplied by 50%
  4




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Defined Terms Used in Table I and Table II
 A.
    
    Accelerated Quarterly Profit Share shall mean Profit to be Shared based on calculation in
Table II.
 B.
    
    Claims Charge shall be a designated amount determined by Company based on unallocated loss
adjustment expense for the current Profit Sharing Year.
 C.
    
    Combined Ratio shall mean the ratio of Expense Total to Eligible Earned Premium.
 D.
    
    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.
 E.
    
    Dividends Incurred shall include all dividends incurred (paid plus an estimate of accrued
but not paid) for the Profit Sharing Year by Company.
 F.
    
    Eligible Earned Premium shall mean direct premium earned for Profit Sharing Year less
earned premium ceded (less ceding commission earned) for reinsurance.
 G.
    
    Eligible Written Premium shall mean direct premium written for Profit Sharing Year.
 H.
    
    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.
 I.
    
    Final Profit Sharing Quarter shall mean the Profit Sharing Quarter in which this Agreement
is terminated.
 J.
    
    Final Profit Sharing Year shall mean the Profit Sharing Year in which this Agreement is
terminated.
 K.
    
    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.
 L.
    
    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.
 M.
    
    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.
 N.
    
    Payout Factor shall be calculated according to the following chart for Table I:
 PROFIT SHARING AGREEMENT
 PAYOUT FACTORS
 5 Years1st Valuation
    
    
    20
    %2nd Valuation
    
    
    40
    %3rd Valuation
    
    
    60
    %4th Valuation
    
    
    80
    %5th Valuation
    
    
    100
    %
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O.
    
    Premium Written Off shall include any premium due Company which Company has charged off as
uncollectible for the Profit Sharing Year.
 P.
    
    Profit Sharing Quarter shall mean a calendar quarter, with the Initial Profit Sharing
Quarter beginning on January 1, 2007.
 Q.
    
    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.
 R.
    
    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.
 S.
    
    TPA Claims Fee shall be third party claims fees incurred by Company on behalf of the
Partner Agent for the current Profit Sharing Year.
 T.
    
    Valuation Date shall mean June 30 of each year for each Profit Sharing Year and sixty (60)
days following each Profit Sharing Quarter. 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.
  6




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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. Each
Profit Sharing Quarter calculation will be cumulatively adjusted for Profit to be Shared
calculated on Table II for prior Profit Sharing Quarters.
 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.
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Term and Termination
   General
 
  8