##### 



EXHIBIT 10.1.2
  th
   Sale and Purchase of Securities; Closing
 Authorization
 Sale and Purchase
 Purchase Price




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Delivery
 Representations and Warranties of the Purchaser
         2




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Representations and Warranties of the Company
        Terms of the Class B Common Stock
 Voting Rights; Redemption Rights
 Dividends; Liquidation and Distribution pari passu
 3




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Exchange Right
  Issuance of Shares on Exchange
  4




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Repurchase Right
    5




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Provisions in Case of a Change of Control
 Purchase obligation
 6




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Taxes on Exchange
 No Registration under Federal or State Securities Laws
  7




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Transfers
 No Preemptive Rights
 Miscellaneous
 Payment of Expenses
 Entire Agreement; Amendments
 Binding Effect
 8




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Further Assurances
 Notices
  
  
  
  Severability
 9




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Remedies Cumulative
 No Waiver
 No Third Party Beneficiaries
 Counterparts .
 Governing Law
 Arbitration
  10




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Jurisdiction
 Descriptive Headings
 Gender and Number .
 11




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[Remainder of Page Intentionally Left Blank]
 12




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THE COMPANY:
SPECIALTY UNDERWRITERS ALLIANCE, INC.By:
    /s/ COURTNEY C. SMITHName:
    Courtney C. SmithTitle:
    President and CEOTHE PURCHASER:
SPECIALTY RISK SOLUTIONS, LLCBy:
    /s/ SCOTT H. KELLERName:
    Scott H. KellerTitle:
    Managing Director 13




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PURCHASER:
 
 14




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_______________________
          15




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(a)
    
    The number of shares constituting that series and the distinctive designation
of that series;(b)
    
    The dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights of priority,
if any, of payments of dividends on shares of that series;(c)
    
    Whether that series shall have voting rights, in addition to the voting rights
provided by law, and, if so, the terms of such voting rights;(d)
    
    Whether that series shall have conversion privileges, and, if so, the terms and
conditions of such conversion, including provisions for adjustment of the conversion
rate in such events as the Board of Directors shall determine;(e)
    
    Whether or not the shares of that series shall be redeemable, and, if so, the
terms and conditions of such redemption, including the date or dates upon or after
which they shall be redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different rates;(f)
    
    Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
 16




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(g)
    
    The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation, and the relative
rights of priority, if any, of payment of shares of that series; and(h)
    
    Any other relative rights, preferences and limitations of that series.
       (a)
    
    The number of directors of the Corporation shall be fixed and may be altered
from time to time in the manner provided in the By-Laws, and vacancies in the Board of
Directors and newly created directorships resulting from any increase in the authorized
number of directors may be filled, and directors maybe removed, as provided in the
By-Laws.(b)
    
    The election of directors may be conducted in any manner approved by the
stockholders at the time when the election is held and need not be by written ballot.(c)
    
    All corporate powers and authority of the Corporation (except as at the time
otherwise provided by law, by this Certificate of Incorporation or by the By-Laws)
shall be vested in and exercised by the Board of Directors.(d)
    
    The Board of Directors shall have the power without the assent or vote of the
stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to
the extent that the By-Laws or this Certificate of Incorporation otherwise provide.(e)
    
    The personal liability of the directors of the corporation is hereby eliminated
to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of
Section 102 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented. Neither the amendment or repeal of this section nor the
adoption of any provision of this Certificate of Incorporation inconsistent with this
section shall adversely affect any right or protection of a director of the Corporation
existing at the time of such amendment, repeal or adoption.(f)
    
    The Corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented, or by any successor thereto, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
 17




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expenses, liabilities or other matters referred to in or covered by said section. The
Corporation shall advance expenses to the fullest extent permitted by said Section.
Such right to indemnification and advancement of expenses shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person. The
indemnification and advancement of expenses provided for herein shall not be deemed
exclusive of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise.
   /s/ COURTNEY C. SMITHName:
    Courtney C. SmithTitle:
    Chief Executive Officer 18




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th
  I.
    
    AUTHORITY
 A.
    
    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 its exclusive Partner Agent for
five (5) years for the Program from the Effective Date within the territory specified in
the Company Guidelines solely for the following purposes:
 1.
    
    To solicit, receive, and bind proposals for commercial lines insurance in
accordance with the Company Guidelines.2.
    
    To pre-screen applications and estimate rates and/or premiums in accordance
with the Company Guidelines.3.
    
    To endorse in-force policies in accordance with Company Guidelines.4.
    
    To collect, receive, account for, and pay to Company, premiums on policies
written by Company, and to refund to the policyholder or insured, as appropriate (or to
Company if requested by Company), return premiums as provided in the applicable policy.5.
    
    To issue, countersign (where necessary), and deliver policies executed by
authorized officers of Company.6.
    
    To effect conditional renewals, cancellation and non-renewal of policies in
accordance with Company Guidelines and applicable law.
 A.
    
    Partner Agent may delegate its authority in writing to designated employees.B.
    
    Partner Agents authority is subject to compliance with (and Partner Agent shall not
alter, modify, or change and shall not waive any provision in) the applicable forms, rules,
or rates of Company, according to their exact terms and to all applicable laws and
regulations.C.
    
    Company shall have the right to reject any application or business submitted by Partner
Agent or to modify, cancel, or refuse to renew any policies written by Company hereunder by
giving Partner Agent written notice of effective date of changes that would affect this
business.D.
    
    Partner Agent shall, within twenty (20) calendar days of the inception of coverage,
provide to Company all data and statistical information relating to the underwriting of
accounts. Partner Agent is authorized to issue binders, certificates or other evidence of
insurance.
 19




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E.
    
    The Company Guidelines may be amended or new Company Guidelines may be adopted at the
Companys discretion without the need to amend this Agreement. Such amendments or new
Company Guidelines will be provided to the Partner Agent in writing and must be implemented
by Partner Agent in accordance with Companys instructions. Company will give Partner
Agent reasonable notice in which to enact such changes.F.
    
    Company retains the right to modify, cancel, conditionally renew or non-renew any and
all policies solely in Companys discretion.G.
    
    Partner Agent has no authority to solicit, negotiate or place any reinsurance on behalf
of Company.
 II.     OBLIGATIONS OF AGENT
 A.
    
    Partner Agent represents and warrants that (i) Partner Agent has any and all ownership
or other rights in the business contemplated herein necessary to place such business with
Company under this Agreement; (ii) Partner Agent placing business under this Agreement is
not in violation of any duty or obligation owed to any other entity or person; and (iii)
Partner Agent is, and will continue to be, authorized and licensed to perform all acts set
out in this Agreement while providing services under this Agreement.B.
    
    The Program, as more specifically described in the Company Guidelines and in Exhibit A
of this Agreement, will be mutually exclusive, unless otherwise stated in this Agreement.
Partner Agent will be allowed to complete existing obligations under insurance policies
with other insurance carriers for the Program. Unless otherwise specifically stated in this
Agreement, Company will not accept business encompassed within the Program from any entity
other than Partner Agent during the term of this Agreement. Partner Agent shall exclusively
represent Company and shall not represent any other insurance company or similar entity in
relation to the Program. Partner Agent may be allowed to write business with other
insurance carriers for any portion of the Program not offered by Company (Other Business)
so long as Partner Agent notifies Company in writing of Other Business and Company has a
right of first refusal to write Other Business. In the event that a conflict exists as to
whether Partner Agent is authorized to represent an existing or prospective policyholder,
Company may honor the policyholders written producer of record designation signed by the
policyholder. Notwithstanding the foregoing, Company shall be under no obligation to honor
a written producer of record designation from a policyholder before accepting business from
a designated Partner Agent, and Companys determination of which agent of Company
represents Company with regard to a particular policyholder shall be final and binding.C.
    
    Partner Agent shall be responsible for compliance with all applicable state and federal
laws, regulations, rules, and requirements relating to the performance of Partner Agents
obligations and the general standards, rules, and regulations of the insurance industry and
all Company Guidelines as provided by Company in writing.D.
    
    Partner Agent shall keep true, separate, accurate, and complete records of all
transactions related to the policies and all correspondence.E.
    
    All records and documents applicable to the business relationship between Company and
Partner Agent shall be maintained by Partner Agent in a form and manner that is (i)
requested by Company, and (ii) secure and in accordance with Companys record retention
guidelines and insurance regulatory practices. Such records and documents shall continue
to be maintained in a secure manner during the Term and for a period of no less than five
(5) years (or such longer period as Company may request or is needed in order to preserve
such records and documents under state statutes of limitations) after termination
of this Agreement. At the end of such five (5)-year period or at any time Company
requests, Partner Agent shall provide Company with originals or copies of such records and
documents. No records or documents shall be destroyed at any time prior to five (5) years
or according to state regulation without Companys prior written consent.
 20




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F.
    
    All records and documents of Partner Agent may be audited, examined, and/or copied by
representatives of Company at any time during normal business hours and shall be made
available for examination to reinsurers, or to any state insurance department or regulatory
body which so requires. Additionally, Partner Agent shall permit authorized employees and
representatives of Company to review the operations of Partner Agent, both at its place of
business and at other locations during business hours upon ten (10) days written notice by
Company.G.
    
    Partner Agent shall notify Company within forty-eight (48) hours of notice or receipt
of any complaint filed with any state insurance department or other regulatory authority
relating to the policies, whether against Company or Partner Agent. The parties will work
together to promptly and adequately respond to any such complaint. If requested by
Company, Partner Agent shall prepare a response to any such complaint or, at Companys
discretion, provide a complete written account to Company such that Company can respond;
however, no response shall be sent by Partner Agent prior to consulting with Company
regarding such response. Company retains the final authority on all responses relating to
complaints against Company. Company may establish formal complaint handling procedures for
Partner Agent to follow which are consistent with the requirements set forth herein.H.
    
    Partner Agent shall not contact any state insurance department or other regulatory
authority, directly or indirectly, with regard to Companys business without the prior
written consent of Company. Partner Agent shall notify Company immediately in the event
that Partner Agent receives any contact from any such department or authority with regard
to Companys business.I.
    
    Partner Agent shall utilize automated business processing through Companys centralized
technology system (Company System). Partner Agent shall be responsible for any
integration required for Company System to operate with other third party systems of
Partner Agent.J.
    
    If Company provides access to Company information or networks through computer access,
Partner Agent shall be responsible for maintaining the security and integrity of such
information and of Companys systems. Partner Agent shall not introduce into Companys
systems any virus or other harmful agent. Partner Agent shall be responsible for assuring
the quality of policy, premium, accounting and statistical data submitted to Company
consistent with Company standards. Partner Agent agrees to adhere to the terms and
conditions governing Partner Agents use of any existing Company website or any website
Company may own, make available, operate, acquire, use from time to time, create or sponsor
in the future, and related services available under any such website. These terms and
conditions regarding use of any website or the content of any website may change without
notice to Partner Agent. Partner Agents use of these websites constitutes agreement to
the terms and conditions that exist at each point in time Partner Agent uses any such
website. Partner Agent may not use the name, logo, or service mark of Company or any of
its affiliates in any advertising, promotional material, internet site, or in any material
disseminated by Partner Agent without the prior written consent of Company. Partner Agent
shall maintain copies and provide an original to Company of any advertisement or other
materials approved by Company along with full details concerning where, when, and how it
was used. Use of any authorized item shall be limited to the scope of the current request
and approval, unless specifically authorized for broader use by Company. Partner Agent
must obtain re-authorization of all items at least annually.K.
    
    All expenses associated with Partner Agents performance hereunder shall be the
responsibility of Partner Agent, including but not limited to general office expenses,
automation expenses, systems integration expenses, marketing expenses, broker, producer, or
countersigning commissions, fees, and taxes.L.
    
    Partner Agent agrees that the Company rates, rating manuals, forms, Company Guidelines,
program analysis, underwriting records, management reports, and any information as may have
been or shall be provided by Company to Partner Agent (the Company Confidential
Information) are confidential and proprietary to Company, shall be considered trade
secrets of Company, and shall not be disclosed to any third parties. Partner Agent agrees
to maintain the confidentiality of the Company Confidential Information. Partner Agent
shall be responsible to ensure that Partner Agents employees, agents, and
 21




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##### 



representatives are aware of and sensitive to the proprietary nature of the Company
Confidential Information, of the importance of confidentiality, and need to comply with the
confidentiality requirements in this Agreement. All Company Confidential Information shall
be returned by Partner Agent to Company immediately upon request.M.
    
    Partner Agent agrees that Partner Agent and its employees, agents, and representatives
are (i) aware of the sensitive and proprietary nature of any and all information each may
receive with regard to applicants, policyholders, beneficiaries of policies, and claimants
(the 3rd Party Confidential Information); and (ii) aware of and will comply
with: (a) any and all applicable laws, regulations, rules, and requirements relating to
the 3rd Party Confidential Information; (b) the general standards, rules, and
regulations of the insurance industry relating to the 3rd Party Confidential
Information; and (c) all written instructions provided to Partner Agent from time to time
by Company relating to the 3rd Party Confidential Information. Partner Agent
shall comply with Companys privacy policies and shall hold all 3rd Party
Confidential Information in trust and confidence in compliance with Companys privacy
policy, and shall use the 3rd Party Confidential Information only for the
purpose contemplated in this Agreement. Partner Agent agrees that it shall immediately
refer any question concerning any aspect of Companys privacy policy to Company for
resolution.N.
    
    If requested by Company, Partner Agent agrees to become a member of Companys Partner
Agent committee (Partner Agent Advisory Committee). Partner Agent or appropriate designee
shall attend all meetings of the Partner Agent Advisory Committee, provide input at such
meetings, and cooperate fully with the Partner Agent Advisory Committee in all aspects.O.
    
    Partner Agent agrees to purchase a certain amount of Class B exchangeable common stock
(Partner Agent Stock) as more specifically outlined in the Securities Purchase Agreement
dated as of the date hereof by and between the Company and the Partner Agent (Securities
Purchase Agreement) which is hereby incorporated by reference as an integral part of this
Agreement.
 III.     OBLIGATIONS OF COMPANY
 A.
    
    Company shall act in accordance with the terms of this Agreement and will pay Partner
Agent a commission in accordance with Exhibit A (Commission) and a share of profits in
accordance with Exhibit B (Profit Sharing which, together with Commission, is the
Compensation) attached hereto and referenced herein. Partner Agent shall be responsible
for paying any compensation due to its sub producers.B.
    
    Company shall provide for the payment of all excise taxes, premium taxes (except
surplus lines taxes) and assessments;C.
    
    Company shall appoint Partner Agent as required by various state laws and regulations;D.
    
    Company will develop and maintain Company System.
 IV.     CLAIMS AND COVERAGE
 A.
    
    Partner Agent shall immediately notify and cooperate with Company if Partner Agent
receives notice of any claim or potential claim which could involve Company, any of its
affiliates or subsidiaries, or the business written hereunder.B.
    
    Partner Agent has no authority to adjust or settle any claims arising out of or in
connection with policies, shall not make any statements regarding the application of
coverage to specific situations, whether actual or hypothetical, and shall not commit
Company to any liability in connection with any actual or potential claim or loss.C.
    
    Partner Agent shall immediately report all claims, or potential claims, suits, or
losses relating to the policies to Company or to an assigned adjuster or claim
representative who has been designated by Company.
 22




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Partner Agent shall cooperate fully with Company or the assigned adjuster or claim
representative in the investigation, adjustment, settlement, and payment of claims and
coverage matters. All records, files, correspondence, or other materials pertaining to
claims shall be the sole property of Company.D.
    
    Company will consult with Partner Agent on the selection of vendors and claims handling
procedures (Vendor Selection and Claims Procedures). Company retains sole discretion for
Vendor Selection and Claims Procedures.
 V.     COMPENSATION OF AGENT
 A.
    
    Company shall pay Partner Agent the Commission and Profit Sharing as respectively
described in Exhibit A and Exhibit B.B.
    
    With one hundred eighty (180) days advance written notice, for reasons related to
regulatory constraints or industry issues including but not limited to Program coverage
resulting in an insurance industry or market downturn, the Company reserves the right to
adjust Partner Agents Commission as described in Exhibit A.C.
    
    Effective at any time after a minimum of one hundred eighty (180) days advance written
notice to Partner Agent, Company may adjust the current payout period of Profit Sharing as
described in Exhibit B.D.
    
    It is understood and agreed that the Compensation paid hereunder shall be full
compensation for all services rendered by Partner Agent pursuant to this Agreement.E.
    
    Partner Agent shall refund Commission, or other fees or amounts retained by Partner
Agent, to the policyholder or insured, as appropriate, or to Company if requested by
Company, from Partner Agents own funds on a pro-rata basis on return premiums at the same
rate as paid to Partner Agent.F.
    
    The Commission applicable to multiple year policies (if Company has bound such policies
through Partner Agent) shall be the Commission that is in effect for such policy during the
year in which the policy is initially written, and such Commission shall apply throughout
the term of any such policy.G.
    
    Partner Agent shall have no authority to, and shall not collect any fee(s) on, the
policies unless specifically authorized by Company and permitted by law.H.
    
    Partner Agent shall calculate Commission based on premiums collected by Partner Agent
for policies reported to Company.
 VI.     PREMIUMS AND ACCOUNTING
 A.
    
    Partner Agent shall be responsible for collecting premiums, whether advance, deposit,
developed, installment, audit, renewal, additional, or otherwise, on all policies other
than direct-bill policies. Despite the foregoing, however, Company reserves the right, in
its sole discretion, to communicate with, to directly collect premium from, and/or to
cancel or non-renew policies of, its insureds. Except as otherwise provided in this
Agreement, Partner Agent shall be liable for and pay all earned premium to Company, even if
Partner Agent does not collect such premium from the policyholder. Uncollected premiums
shall be remitted from Partner Agents own funds and not the Premium Trust Fund. Partner
Agent may deduct Commission from the Premium Trust Fund.B.
    
    Within 10 days from the last day of each month, Company shall provide Partner Agent
with a monthly itemized statement (the Statement) of money due to Company. Amounts due
to Company pursuant to the Statement shall be remitted to Company on or before the
fifteenth day of the following month the Statement was rendered. In the event of
differences between Partner Agents and Companys records, Partner Agent shall provide all
necessary information to permit proper adjustment. Any dispute respecting such Statement
shall be resolved based on Companys records.
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C.
    
    All premiums collected by Partner Agent are the property of Company, shall not be
commingled with any other funds, shall be held in trust on behalf of Company in a fiduciary
capacity, and shall be deposited and maintained in an account separate and segregated from
Partner Agents own funds or funds held by Partner Agent on behalf of any other company or
person (the Premium Trust Fund). The Premium Trust Fund shall be placed in an interest
bearing account in a bank and account approved by Company in advance. Unless Partner Agent
has breached this Agreement, Partner Agent shall be authorized to retain the interest on
the Premium Trust Fund. Company may request at any time, and Partner Agent shall provide,
a reconciliation of the funds deposited in, and balance due to Company from, the Premium
Trust Fund.D.
    
    The omission of any item(s) by the Company from the Statement does not affect Partner
Agents responsibility to properly account for policies and pay all amounts due, nor does
it prejudice the rights of Company to collect such amounts.E.
    
    Partner Agent shall be liable for premiums on policies written through submissions to
Partner Agent by other brokers or producers, whether or not collected by Partner Agent or
such brokers or producers.F.
    
    No premium advances may be made by Partner Agent from the Premium Trust Fund, and
premium advanced on behalf of any insured by the Partner Agent shall not be reversed.
Partner Agent accepts full responsibility for such premiums.G.
    
    After making a diligent effort to collect such premiums and submitting documentation of
that diligent effort to Company which Company reasonably determines to be sufficient,
Partner Agent may request in writing that premiums due as a result of audit of a particular
insured be collected directly by Company. Company agrees to assume responsibility for
collecting such additional premiums. Company will have no obligation to collect amounts
hereunder unless Partner Agents written request is made within 45 days of the billing date
shown on the audit statement. Partner Agent shall not be entitled to Compensation on
premiums Partner Agent requests Company to collect or Company undertakes to collect,
regardless of the amounts collected by Company.H.
    
    Should Partner Agent default in any payment of premiums on any policy, Company shall
have the right to require that all premiums on all policies are due and payable
immediately.I.
    
    Partner Agent agrees to be responsible for the payment of any applicable surplus lines
taxes and the filing of all affidavits as required by the applicable entities, and shall
provide Company with written evidence of such payment and compliance on a quarterly basis.J.
    
    Partner Agent shall not be entitled to any Compensation on any premium which Company
determines (i) to collect (whether or not collected), (ii) in its sole discretion to
write-off, or (iii) is overdue and is collected by Company, regardless of the amounts
collected. Nothing contained herein shall alter Partner Agents obligation to remit all
premium to Company, whether or not collected.
 VII.
    
    INSURANCE AND INDEMNITY
 A.
    
    Partner Agent shall maintain the following insurance amounts with an insurer having a
rating with A.M. Best of at least A: (i) errors and omissions insurance covering Partner
Agent and its employees in the minimum amount of $1,000,000 per claim, $2,000,000
aggregate, with a deductible not exceeding an amount agreed by Company, (ii) fidelity
insurance covering Partner Agent and its employees in the minimum amount of $1,000,000 and
(iii) general liability insurance covering Partner Agent and its employees in the minimum
amount of $1,000,000. Partner Agent agrees to immediately notify Company when it receives
notice of lapse, increased deductibles, decreased coverage, non-renewal, or termination of
any such coverage. Partner Agent agrees to notify Company of any claim brought under any
errors and omissions or fidelity insurance which arises out of or is connected with a
policy or policies. At the inception of this Agreement and on or before January 31 of each
year thereafter, Partner Agent shall furnish Company proof of this insurance.
 24




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B.
    
    Company agrees to fully indemnify, defend, and hold harmless Partner Agent from any and
all liability, claims, demands, suits, fines and penalties, expenses, costs and attorney
fees, made or assessed against or incurred by Partner Agent or the officers, directors, or
affiliates of Partner Agent, that may arise by reason of any act, error, or omission of or
any misrepresentation by Company or its officers or employees.C.
    
    Partner Agent agrees to fully indemnify, defend, and hold harmless Company from any and
all liability, claims, demands, suits, fines and penalties, expenses, costs and attorney
fees, made or assessed against or incurred by Company or the officers, directors, or
affiliates of Company, that may arise by reason of any act, error, or omission of or any
misrepresentation by Partner Agent, its officers or employees, or brokers or producers
submitting business to the Partner Agent pursuant to this Agreement.D.
    
    The indemnifying party shall have the right to direct the investigation, settlement,
and defense of any such claim, complaint or action. If the indemnifying party assumes the
defense of any such action, such party shall not be liable to the indemnified party for any
expenses incurred by such indemnified party in connection with such action.
 VIII.     TERM
AND TERMINATION
 A.
    
    This Agreement shall commence on the Effective Date and shall be continuous until
terminated (the Term).B.
    
    At any time during the Term hereof, Partner Agent may terminate this Agreement without
cause on one hundred eighty (180) days written notice of termination to Company. Partner
Agents authority to place new business with Company shall cease immediately upon receipt
of such notice of termination. Partner Agents authority to renew business with Company
shall cease as of the effective date of termination.C.
    
    At any time during the Term, Company may terminate this Agreement on one hundred eighty
(180) days (or such longer period as mandated by regulation) written notice of termination
to Partner Agent if Partner Agent has not met the Company Guidelines pertaining to
profitability and/or production. Partner Agents authority to submit new business with
Company will cease on ninety (90) days after receipt of such notice of termination.
Partner Agents authority to submit renewals with Company shall cease as of the effective
date of termination. Any disputes regarding Company Guidelines shall be determined in
Companys sole discretion.D.
    
    Upon written notice, Company may immediately terminate this Agreement in whole or in
part for cause, which shall include, but not be limited to, the following:
 1.
    
    Partner Agent, or its parent or any affiliated corporation becomes insolvent,
institutes or acquiesces in the institution of any bankruptcy, financial
reorganization, or liquidation proceeding or any such proceeding is instituted against
Partner Agent or its parent corporation (Partner Agent shall immediately notify Company
of same); or2.
    
    Partner Agent, or the owner of a controlling interest in Partner Agent, sells,
exchanges, transfers, assigns, consolidates, pledges or causes to be sold, exchanged,
transferred, assigned, consolidated, or pledged: (i) all or substantially all of the
assets of Partner Agent, or any entity controlling Partner Agent, to a third party, or
(ii) a controlling interest in Partner Agent, or any entity controlling Partner Agent,
to a third party (Partner Agent shall immediately notify Company of same); or3.
    
    Partner Agent fails to correct material deficiencies as noted in any agency
audit or program review within the time frame set out in the audit; or4.
    
    Partner Agent fails to render timely and proper reports or premium accounting
as required, or remit premiums when due; or
 25




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5.
    
    Partner Agent fails to maintain premium funds in trust as required in this
Agreement; or6.
    
    Partner Agent engages in acts or omissions constituting abandonment, fraud,
insolvency, misappropriation of funds, material misrepresentation, or gross and willful
misconduct; or7.
    
    Partner Agents license or certificate of authority is cancelled, suspended, or
is declined renewal by any regulatory body within the Territory where Partner Agent
transacts or services policies (Partner Agent shall immediately notify Company of
same); for fraud or if for more than thirty (30) days for any other reason; or8.
    
    Partner Agent otherwise materially breaches this Agreement.
 A.
    
    In the event this Agreement is terminated or any authority of Partner Agent is
suspended, limited, or terminated (whether by Company, Partner Agent, or agreement of the
parties), Partner Agent shall, subject to all terms, conditions, and restrictions contained
in this Agreement, service all business until all such business has been completely
cancelled, non-renewed, or otherwise terminated and all claims hereunder have been closed.
Company may, in its sole discretion, immediately suspend or terminate Partner Agents
continuing service obligation as outlined in Program Guidelines. Notwithstanding the
foregoing, Partner Agent shall not, without the prior written approval of Company, increase
or extend the Companys liability under, extend the term(s) or condition(s) of, or cancel
and re-write, any policies.
  B.
    
    Any notice of termination shall be in writing and sent by certified mail or personally
delivered. Such notice shall be deemed received three (3) days from the date of mailing
or, if personally delivered, the date delivered. Unless changed by giving written notice
to the other party, the addresses of the respective parties are:
  
  
 IX.
    
    GENERAL PROVISIONS
 A.
    
    If Partner Agent breaches this Agreement for any reason whatsoever, Company may, in
lieu of terminating the Agreement, suspend some or all of the authority of Partner Agent
under this Agreement. Additionally, Company may suspend the authority of Partner Agent
during the pendency of any dispute regarding termination or suspension.
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B.
    
    During the Term and following termination of the Agreement, if Partner Agent has made
full payments of all amounts due Company and continues to do so in a timely manner, then
the expirations and renewals shall be the property of Partner Agent; provided, however,
that Company shall have the absolute right to write or renew such business as may be
required by law, and to take any and all actions with regard to the business as may be
required in order to service the business or as may be required by law or pursuant to the
policys terms.
  C.
    
    Partner Agent will advise Company promptly if it, an employee of Partner Agent, or any
of Partner Agents brokers or producers have been or are in the future convicted of a
felony.D.
    
    This Agreement and the Securities Purchase Agreement constitute the entire agreement
between Company and Partner Agent and supersedes any and all other agreements, either oral
or written, between Company and Partner Agent with respect to the business. No waiver by
either party to enforce any provisions of this Agreement will be effective unless made in
writing and signed by an authorized officer of Company and Partner Agent and shall be
effective as to the specifically stated waiver date. No amendment to this Agreement will
be effective unless made in writing and signed by the parties hereto, and specifying the
effective date of such amendment.E.
    
    Company may combine or offset any balances or funds owed by Partner Agent to Company
against any balances or funds owed to Partner Agent by Company under this Agreement or any
other agreement between the parties. Because the funds held by Partner Agent are held in
trust for Company, Partner Agent may not offset any balance due from Company to Partner
Agent under this Agreement or under any other agreement with Company or any other party
against the Premium Trust Fund.F.
    
    This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to its rules regarding conflict of laws. Notwithstanding
the foregoing, matters relating to agency termination and Partner Agents right or
Companys obligations on termination shall be governed solely by the applicable insurance
laws, if any, of the state in which Partner Agent is domiciled. The parties hereto consent
to the jurisdiction of the courts of the State of Illinois in any matters pertaining to
this Agreement which are not otherwise resolved in accordance with subsection G. below.G.
    
    Except as provided herein, all unresolved differences of opinion or disputes between
Company and Partner Agent arising out of or in connection with this Agreement or any
transaction hereunder shall first be attempted to be settled by a good faith meeting of a
member of senior management of each of Company and Partner Agent and/or by mediation. If
any unresolved differences of opinion or disputes still exist after such meeting, then such
matters shall be submitted to arbitration in accordance with the rules relating to
commercial arbitration of the American Arbitration Association. Arbitration initiated by
one party will allow the other party to select the situs of the arbitration proceedings.
Notwithstanding the foregoing, Company shall be entitled to the issuance of an injunction
or other legal or equitable action to obtain premiums or monies due, to prohibit Partner
Agents use of funds, to prohibit Partner Agents writing business in violation of this
Agreement, or to require Partner Agents deposit of such funds in accordance with this
Agreement. If Company prevails in any such action, the cost and expense thereof, including
attorneys fees, shall be borne by Partner Agent.H.
    
    Partner Agent may not assign this Agreement, delegate its duties, or assign its rights
under this Agreement, unless otherwise agreed upon and authorized in writing in advance by
Company.I.
    
    This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but which together shall constitute one and the same instrument.
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##### 



J.
    
    The parties hereby agree that all provisions of this Agreement shall survive
termination, except that Paragraph I (A) hereof shall only survive as modified by Article
VIII.
 IN WITNESS WHEREOF
 Specialty Underwriters Alliance, Inc.By:Name Printed:
    
    William LoderTitle:
    
    Senior Vice President, Chief Underwriting OfficerSpecialty Risk Solutions, LLCBy:Name Printed:
    
    Scott H. KellerTitle:
    
    Managing Member
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EXHIBIT A
 COMMISSION SCHEDULE
 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 CommissionSpecialty Risk Solutions - Large Accounts for
Schools, Municipalities and Pools associated with this business
requiring SIRs and Special pricing and structures.
    
    All Commercial Property &
Casualty and lines of business including Workers Compensation
    
    
    15
    %
 B.
    
    The rates of Commission provided in this Schedule do not relate to the following types
of business:
 1.
    
    Business which Company determines is specially rated, specially
classified, or specially reinsured;2.
    
    Business written subject to a participating plan;3.
    
    Business placed through assigned risks, fair plans, pools, or other
risk-sharing associations.
  C.
    
    Commissions different than provided herein may be agreed to in writing between Partner Agent
and Company, and such agreement shall supercede this Commission Schedule.
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EXHIBIT B
 PROFIT SHARING SCHEDULE
   Profit Sharing Year [ ]
 Premium1.
    
    
    Eligible Earned Premium for Profit Sharing Year
    
    
    
    $
    ___2.
    
    
    Premium Written Off
    
    
    
    $
    ___3.
    
    
    Ceded Facultative Reinsurance
    
    
    
    $
    ___4.
    
    
    Net Eligible Earned Premium
    
    
    
    $
    ___(Line 1 minus Line 2 minus Line 3)Expenses5.
    
    
    Commissions incurred for Profit Sharing Year
    
    
    
    $
    ___6.
    
    
    Losses and ALAE Incurred for Profit Sharing Year
    
    $___7.
    
    
    TPA Claims Fee for Profit Sharing Year
    
    
    
    $
    ___8.
    
    
    Claims Charge for Profit Sharing Year (% times line 4)
    
    
    
    $
    ___9.
    
    
    IBNR Charge for Profit Sharing Year
    
    
    
    $
    ___10.
    
    
    Taxes, Licenses and Fees for Profit Sharing Year
    
    $___11.
    
    
    Operating Charge (% times line 4)
    
    $___12.
    
    
    Dividends Incurred for Profit Sharing Year
    
    $___13.
    
    
    Expense Total (Sum of Lines 5, 6, 7, 8, 9, 10, 11 and 12)
    
    
    
    $
    ___Profit Sharing Year Result14.
    
    
    Profit Sharing Year Result
    
    $___(Line 4 minus line 13)(Can be negative)15.
    
    
    Profit Sharing Factor
    
    
    
    
    50
    %16.
    
    
    Profit to be Shared (Line 14 times Line 15)
    
    $___(Can be negative)17.
    
    
    Payout Factor
    
    
    
    
    ___
    %18.
    
    
    Result (Line 16 times Line 17)(Can be Negative)
    
    
    
    $
    ___
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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 treaty reinsurance specifically related to Eligible Business
purchased by the Company for the Profit Sharing Year.Line 2.
    
    Premium Written Off shall include any premium due Company which Company has charged off as uncollectible for the
Profit Sharing Year.Line 3.
    
    Ceded Facultative Reinsurance shall include earned premium ceded (less ceding commissions received) for facultative
reinsurance specifically related to Eligible Business purchased by Company for Profit Sharing Year.Line 5.
    
    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 6.
    
    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 7.
    
    TPA Claims Fee shall be actual fees incurred by the Company on behalf of the Partner Agent for the current Profit
Sharing Year.Line 8.
    
    Claims Charge shall be a designated percentage determined by the Company based on unallocated loss adjustment expense
for the current Profit Sharing Year times Net Eligible Earned Premium.Line 9.
    
    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 10.
    
    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 11.
    
    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 12.
    
    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.Line 15.
    
    Profit Sharing Factor shall be 50%. A minimum Eligible Written Premium of twenty million dollars ($20,000,000) must
be achieved within twenty-four (24) months after the Effective Date of the Agreement for continuation of any Profit
Sharing. Eligible Written Premium shall mean direct premium written for Profit Sharing Year which relates to Eligible
Business.Line 17.
    
    Payout Factor shall be calculated according to the following chart:
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##### 



PROFIT SHARING AGREEMENT
 PAYOUT FACTORS
 7 Years1st Valuation
    
    10%2nd Valuation
    
    20%3rd Valuation
    
    40%4th Valuation
    
    60%5th Valuation
    
    70%6th Valuation
    
    80%7th Valuation
    
    100%
 32




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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.
 LEGEND
 Other Defined Terms used in this Agreement
 A.
    
    Eligible Business shall include policies written in the Program pursuant to this Agreement.
Determination of whether a policy is Eligible Business shall be in the sole discretion of
Company.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
   General
  33