Exhibit 10.3
 AMENDMENT NO. 2
TO THE
SPECIALTY UNDERWRITERS ALLIANCE, INC.
PARTNER AGENT PROGRAM AGREEMENT
   1.
    
    Section I. A. shall be deleted in its entirety, leaving Section I.A.1 through I.A.6 unaltered,
and replaced with the following:Partner Agents authority is subject to the terms of this Agreement and Companys
Program description, underwriting guidelines, system templates, service standards,
form and rate and other filings, and authority limits provided by Company to Partner
Agent (Company Guidelines). Company appoints Partner Agent as exclusive
Partner Agent for ten (10) years for the Program from the Effective Date within the
territory specified in the Company Guidelines solely for the following purposes:2.
    
    The following provision shall be added under Section IX. General Provisions as Section IX.L.:Partner Agent shall not undergo a Change in Control, unless Partner Agent provides
Company ninety (90) days notice of such Change in Control. Change in Control shall
mean (i) any sale, lease, exchange or other transfer of all or substantially all of
the property and assets of the Partner Agent to a non-affiliated third party; (ii) any
merger or consolidation with a non-affiliated third party to which the Partner Agent
is a party and as a result of which the holders of the voting securities of the
Partner Agent immediately prior thereto own less than a majority of the outstanding
voting securities of the surviving entity immediately following such transaction; or
(iii) any instance when any person, other than the current owner of 50% or more of the
voting securities, shall beneficially own securities of the Partner Agent representing
50% or more of the combined voting power of the voting securities of the Partner Agent
then outstanding. For purposes of this section, voting securities shall mean
securities, the holders of which are ordinarily, in the absence of contingencies,
entitled to elect the corporate directors (or persons performing similar functions).3.
    
    Effective December 1, 2007, Exhibit A, Section A shall be deleted in its entirety and replaced
with the following:
 A.
    
    Except as otherwise provided in this Commission Schedule, Partner
Agents Commission shall be as follows:
 Program Description
    
    Line of Business
    
    Maximum Rate of CommissionTowing, Recovery
and Repossession in
the states
specifically
described in the
underwriting
guidelines of the
Company
    
    All Commercial
Property & Casualty
Lines of Business
Excluding Workers
Compensation
    
    
    17
    %




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4.
    
    Effective May 1, 2008, Exhibit A, Section A shall be deleted in its entirety and replaced with
the following:
 B.
    
    Except as otherwise provided in this Commission Schedule, Partner
Agents Commission shall be as follows:
 Program Description
    
    Line of Business
    
    Maximum Rate of CommissionTowing, Recovery
and Repossession in the
states specifically described
in the underwriting guidelines
of the Company
    
    All Commercial Property
& Casualty Lines of
Business Excluding
Workers Compensation
    
    
    17
    %Towing, Recovery
and Repossession
in the states
specifically
described in the
underwriting
guidelines of the
Company
    
    All Commercial
Property & Casualty
Lines of Business
Excluding Workers
Compensation
    
    
    17
    %Auto Transporters
in the states
specifically
described in the
underwriting
guidelines of the
Company
    
    Commercial Auto,
Property, General
Liability
    
    
    17
    %
 5.
    
    Effective upon the execution of this Amendment by both parties hereto, Exhibit A, Section A
shall be deleted in its entirety and replaced with the following:
 A.
    
    Except as otherwise provided in this Commission Schedule, Partner
Agents Commission shall be as follows:
 Program Description
    
    Line of Business
    
    Maximum Rate of CommissionTowing, Recovery
and Repossession in
the states
specifically
described in the
underwriting
guidelines of the
Company
    
    All Commercial
Property & Casualty
Lines of Business
Excluding Workers
Compensation
    
    
    17
    %Petroleum Marketers
in the states
specifically
described in the
underwriting
guidelines of the
Company
    
    Commercial Auto, Property, General Liability, Crime/Fidelity
    
    
    17
    %Auto Transporters
in the states
specifically
described in the
underwriting
guidelines of the
Company
    
    Commercial Auto, Property, General Liability
    
    
    17
    %
 6.
    
    Exhibit B shall be deleted in its entirety and replaced with Exhibit B-2, as attached. Exhibit
B-2 shall be used for all profit sharing calculations beginning May 18, 2009.




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SPECIALTY UNDERWRITERS ALLIANCE, INC.
SUA INSURANCE COMPANY
 By:
    
    /s/ Daniel A. CacchioneName:
    
    
    Daniel A. CacchioneTitle:
    
    
    Senior Vice President and Chief Underwriting Officer AEON INSURANCE GROUP, INC.
 By:
    
    /s/ Gerald BusheyName:

    
    
    Gerald BusheyTitle:
    
    
    Chief Executive Officer and Chief Underwriting Officer




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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 (Line 13 times Line 14)
    
    $16.
    
    Payout Factor
    
    
    
    %17.
    
    Result (Line 15 times Line 16)(Can be Negative)
    
    $
  *Profit Sharing Factor shall be equal to 5/7 multiplied by 50% for Combined Ratios below 100% so
long as eligible written premium exceeds twenty million dollars ($20,000,000).




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LEGEND
 Table I
 Line 1.
    
    Eligible Earned Premium shall mean direct premium earned for Profit Sharing Year which
relates to Eligible Business less premium ceded (less ceding commission received) for
reinsurance.Line 2.
    
    Premium Written Off shall include any premium due Company which Company has charged off as
uncollectible for the Profit Sharing Year.Line 4.
    
    Losses and ALAE Incurred shall be direct losses and expenses incurred (paid plus case
reserves) by Company on claims reported for the Profit Sharing Year relating to Eligible
Business, excluding unallocated loss adjustment expense, plus any extra contractual or bad
faith payments relating to Eligible Business less recoveries from Ceded Treaty and
Facultative Reinsurance specifically related to eligible business.Line 5.
    
    TPA Claims Fee shall be actual fees incurred by the Company on behalf of the Partner
Agent for the current Profit Sharing Year.Line 6.
    
    Claims Charge shall be a designated percentage determined by Company based on unallocated
loss adjustment expense for the current Profit Sharing Year times Net Eligible Earned
Premium.Line 7.
    
    IBNR Charge shall be determined solely by the 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. The
IBNR calculation will take into consideration the specific lines and classes of business
written by the Program Agent.Line 8.
    
    Commissions 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
Business. Additionally, Company shall add to such total any amounts or expenses of Partner
Agent which Company agrees to reimburse, assume, or share.Line 9.
    
    Taxes and Assessments 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 Business allocated by
Company to Eligible Earned Premium including but not limited to residual market, fair plan or
guaranty association assessments.Line 10.
    
    Operating Charge shall be a designated percentage for the current Profit Sharing Year
times Net Eligible Earned Premium. 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.Line 11.
    
    Dividends Incurred shall include all dividends incurred (paid plus an estimate of accrued
but not paid) for the Profit Sharing Year by Company under Eligible Business.




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Line 16.
    
    Payout Factor shall be calculated according to the following chart:
 PROFIT SHARING AGREEMENT
 PAYOUT FACTORS
 5 Years1stValuation
    
    
    30
    %2ndValuation
    
    
    55
    %3rdValuation
    
    
    75
    %4thValuation
    
    
    90
    %5thValuation
    
    
    100
    %




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Timing of Calculation of Profit Sharing Due
 A.
    
    If Partner Agent meets the Minimum Eligible Written Premium requirements for a Profit Sharing
Year, Company shall calculate Profit Sharing Due to Partner Agent for the Profit Sharing
Period based on Companys records. Such calculation shall be provided to Partner Agent sixty (60)
days after each Valuation Date.B.
    
    Each Profit Sharing Years 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. A summary of
calculations made for each Profit Sharing Year will be entered on current Profit Sharing
section of Table II.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 Profit Sharing Period as shown in
Table II.D.
    
    In the event of a deficit in a Profit Sharing Year, the deficit will offset past or future
surplus until fully absorbed up to and including the fifth Valuation Date of such deficit. In order of
how deficits will be applied and how payout will be determined, deficits offset the earliest surpluses
first including subsequent development of those surpluses.
 LEGEND
 Other Defined Terms used in this Agreement
 A.
    
    The Initial Profit Sharing Year of this Agreement shall be from January 1, 2005 to December
31, 2005.B.
    
    The Initial Profit Sharing Year of this Agreement shall be from the Effective Date to
December 31st following the Effective Date (Initial December Date). Notwithstanding
the foregoing, the Initial Profit Sharing Year of this Agreement shall be from the Effective Date to December
31st following the Initial December Date if the Effective Date is between April 1 and December
31st. Subsequent Profit Sharing Years, if any, shall be January 1st to December
31st.C.
    
    Valuation Date shall mean June 30th of each year. Except as otherwise set forth
below, Company shall continue providing calculations for each Profit Sharing Year through the June
30th 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.
 Term and Termination




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General