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AMENDED AND RESTATED BY-LAWS
 OF
 SPECIALTY UNDERWRITERS ALLIANCE, INC.
 Dated as of October 29, 2007




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Table of Contents
 Section
    
    PageARTICLE ISTOCKHOLDERS
    
    
    1Section 1.01 Annual Meetings
    
    
    1Section 1.02 Special Meetings
    
    
    1Section 1.03 Notice of Meetings; Waiver
    
    
    1Section 1.04 Quorum
    
    
    2Section 1.05 Voting
    
    
    2Section 1.06 Voting by Ballot
    
    
    2Section 1.07 Adjournment
    
    
    3Section 1.08 Proxies
    
    
    3Section 1.09 Organization; Procedure
    
    
    3Section 1.10 Consent of Stockholders in Lieu of Meeting
    
    
    4ARTICLE IIBOARD OF DIRECTORS
    
    
    4Section 2.01 General Powers
    
    
    4Section 2.02 Number and Term of Office
    
    
    4Section 2.03 Election of Directors
    
    
    4Section 2.04 Annual and Regular Meetings
    
    
    5Section 2.05 Special Meetings; Notice
    
    
    5Section 2.06 Quorum; Voting
    
    
    5Section 2.07 Adjournment
    
    
    5Section 2.08 Action Without a Meeting
    
    
    5Section 2.09 Regulations; Manner of Acting
    
    
    5Section 2.10 Action by Telephonic Communications
    
    
    6Section 2.11 Resignations
    
    
    6Section 2.12 Removal of Directors
    
    
    6Section 2.13 Vacancies and Newly Created Directorships
    
    
    6Section 2.14 Compensation
    
    
    6Section 2.15 Reliance on Accounts and Reports, etc.
    
    
    6ARTICLE IIIEXECUTIVE COMMITTEE AND OTHER COMMITTEES
    
    
    7Section 3.01 How Constituted
    
    
    7Section 3.02 Powers
    
    
    7Section 3.03 Proceedings
    
    
    8Section 3.04 Quorum and Manner of Acting
    
    
    8Section 3.05 Action by Telephonic Communications
    
    
    8
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Table of Contents
 Section
    
    PageSection 3.06 Absent or Disqualified Members
    
    
    8Section 3.07 Resignations
    
    
    8Section 3.08 Removal
    
    
    8Section 3.09 Vacancies
    
    
    9ARTICLE IVOFFICERS
    
    
    9Section 4.01 Number
    
    
    9Section 4.02 Election
    
    
    9Section 4.03 Salaries
    
    
    9Section 4.04 Removal and Resignation; Vacancies
    
    
    9Section 4.05 Authority and Duties of Officers
    
    
    9Section 4.06 The President
    
    
    10Section 4.07 The Vice President
    
    
    10Section 4.08 The Secretary
    
    
    10Section 4.09 The Treasurer
    
    
    11Section 4.10 Additional Officers
    
    
    12Section 4.11 Security
    
    
    12ARTICLE VCAPITAL STOCK
    
    
    12Section 5.01 Certificates of Stock, Uncertificated Shares
    
    
    12Section 5.02 Signatures; Facsimile
    
    
    12Section 5.03 Lost, Stolen or Destroyed Certificates
    
    
    12Section 5.04 Transfer of Stock
    
    
    13Section 5.05 Record Date
    
    
    13Section 5.06 Registered Stockholders
    
    
    14Section 5.07 Transfer Agent and Registrar
    
    
    14ARTICLE VIINDEMNIFICATION
    
    
    14Section 6.01 Nature of Indemnity
    
    
    14Section 6.02 Successful Defense
    
    
    15Section 6.03 Determination That Indemnification Is Proper
    
    
    15Section 6.04 Advance Payment of Expenses
    
    
    15Section 6.05 Procedure for Indemnification of Directors and Officers
    
    
    16Section 6.06 Survival; Preservation of Other Rights
    
    
    16Section 6.07 Insurance
    
    
    16
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Table of Contents
 Section
    
    PageSection 6.08 Severability
    
    
    17ARTICLE VIIOFFICES
    
    
    17Section 7.01 Registered Office
    
    
    17Section 7.02 Other Offices
    
    
    17ARTICLE VIIIGENERAL PROVISIONS
    
    
    17Section 8.01 Dividends
    
    
    17Section 8.02 Reserves
    
    
    17Section 8.03 Execution of Instruments
    
    
    18Section 8.04 Corporate Indebtedness
    
    
    18Section 8.05 Deposits
    
    
    18Section 8.06 Checks
    
    
    18Section 8.07 Sale Transfer, etc. of Securities
    
    
    18Section 8.08 Voting as Stockholder
    
    
    18Section 8.09 Fiscal Year
    
    
    19Section 8.10 Seal
    
    
    19Section 8.11 Books and Records; Inspection
    
    
    19Section 8.12 Emergency Bylaws
    
    
    19Section 8.13 Electronic Transmission
    
    
    20ARTICLE IXAMENDMENT OF BY-LAWS
    
    
    20Section 9.01 Amendment
    
    
    20ARTICLE XCONSTRUCTION
    
    
    20Section 10.01 Construction
    
    
    20
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AMENDED AND RESTATED BY-LAWS
 ARTICLE I
 STOCKHOLDERS
 Annual Meetings
 Special Meetings
 Notice of Meetings; Waiver




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Quorum
 Voting
 Voting by Ballot
  2




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Adjournment
 Proxies
 Organization; Procedure
  3




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Consent of Stockholders in Lieu of Meeting
  ARTICLE II
 BOARD OF DIRECTORS
 General Powers
 Number and Term of Office
 Election of Directors
  4




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Annual and Regular Meetings
 Special Meetings; Notice
 Quorum; Voting
 Adjournment
 Action Without a Meeting
 Regulations; Manner of Acting
  5




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Action by Telephonic Communications
 Resignations
 Removal of Directors
 Vacancies and Newly Created Directorships
 Compensation
 Reliance on Accounts and Reports, etc
  6




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ARTICLE III
 EXECUTIVE COMMITTEE AND OTHER COMMITTEES
 How Constituted
 Powers provided however
           7




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Proceedings
 Quorum and Manner of Acting
 Action by Telephonic Communications
 Absent or Disqualified Members
 Resignations
 Removal
  8




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Vacancies
 ARTICLE IV
 OFFICERS
 Number
 Election
 Salaries
 Removal and Resignation; Vacancies
 Authority and Duties of Officers
  9




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The President
 The Vice President
 The Secretary
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The Treasurer
         11




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Additional Officers
 Security
 ARTICLE V
 CAPITAL STOCK
 Certificates of Stock, Uncertificated Shares
 Signatures; Facsimile
 Lost, Stolen or Destroyed Certificates
  12




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Transfer of Stock
 Record Date
    13




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Registered Stockholders
 Transfer Agent and Registrar
 ARTICLE VI
 INDEMNIFICATION
 Nature of Indemnity
  14




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nolo contendere
 Successful Defense
 Determination That Indemnification Is Proper
 Advance Payment of Expenses
  15




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Procedure for Indemnification of Directors and Officers
 Survival; Preservation of Other Rights
  Insurance provided
  16




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Severability
 ARTICLE VII
 OFFICES
 Registered Office
 Other Offices
 ARTICLE VIII
 GENERAL PROVISIONS
 Dividends
  Reserves
  17




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Execution of Instruments
 Corporate Indebtedness
 Deposits
 Checks
 Sale Transfer, etc. of Securities
 Voting as Stockholder
  18




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Fiscal Year
 Seal
 Books and Records; Inspection
 Emergency By-Laws
      19




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Electronic Transmission
 ARTICLE IX
 AMENDMENT OF BY-LAWS
 Amendment
   ARTICLE X
 CONSTRUCTION
 Construction
  20