##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For The Quarterly Period Ended September 30, 2006
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission file number 000-50891
 SPECIALTY UNDERWRITERS ALLIANCE, INC.
  Delaware
    
    20-0432760(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)222 South Riverside Plaza 
Chicago, Illinois
    
    60606(Address of principal executive office)
    
    (Zip Code)
 (888) 782-4672
  þ o
  o þ o
 o þ




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##### 



SPECIALTY UNDERWRITERS ALLIANCE, INC.
 INDEX
 Page No.PART I  FINANCIAL INFORMATION
    
    
    3Item 1: Financial Statements
    
    
    3Item 2:
Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3: Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4: Controls and Procedures
    
    
    20PART II  OTHER INFORMATION
    
    
    22Item 1: Legal Proceedings
    
    
    22Item 1A: Risk Factors
    
    
    22Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3: Defaults Upon Senior Securities
    
    
    22Item 4: Submission of Matters to a Vote of Security Holders
    
    
    22Item 5: Other Information
    
    
    22Item 6: Exhibits
    
    
    23Signatures
    
    
    24Certifications
 2




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##### 



PART I  FINANCIAL INFORMATION
 Item 1: Financial Statements
 Specialty Underwriters Alliance, Inc.
Balance Sheets
(dollars in thousands)
 As of
    
    
    As ofSeptember 30,
    
    
    December 31,2006
    
    
    2005Assets
    
    (unaudited)Fixed maturity investments, at fair value (amortized cost: $133,629 and $95,760)
    
    $
    132,635
    
    
    $
    94,129Short-term investments, at amortized cost (which approximates fair value)
    
    
    18,744
    
    
    
    8,862Total investments
    
    
    151,379
    
    
    
    102,991Cash and cash equivalents
    
    
    2,726
    
    
    
    5,329Insurance receivables
    
    
    62,707
    
    
    
    44,868Reinsurance recoverable on unpaid loss and loss adjustment expenses
    
    
    82,267
    
    
    
    88,997Prepaid reinsurance premiums
    
    
    2,366
    
    
    
    3,492Investment income accrued
    
    
    1,018
    
    
    
    1,102Equipment and capitalized software at cost (less accumulated depreciation of $3,256 and $1,488)
    
    
    7,603
    
    
    
    5,566Intangible assets
    
    
    10,745
    
    
    
    10,745Deferred acquisition costs
    
    
    16,148
    
    
    
    11,279Other assets
    
    
    2,216
    
    
    
    2,794Total assets
    
    $
    339,175
    
    
    $
    277,163LiabilitiesLoss and loss adjustment expense reserves
    
    $
    134,211
    
    
    $
    104,870Unearned insurance premiums
    
    
    77,098
    
    
    
    58,595Insured deposit funds
    
    
    10,681
    
    
    
    7,159Accounts payable and other liabilities
    
    
    6,539
    
    
    
    5,724Total liabilities
    
    
    228,529
    
    
    
    176,348Commitments (Note 4)Stockholders equityCommon stock Class A at $.01 par value per share -
30,000,000 shares authorized; 14,680,688 shares issued and
outstanding as of September 30, 2006 and December 31, 2005
    
    
    147
    
    
    
    147Common stock Class B at $.01 par value per share -
2,000,000 shares authorized; 652,011 shares and 223,694 shares issued
and outstanding as of September 30, 2006 and December 31, 2005
    
    
    6
    
    
    
    2Paid-in capital  Class A
    
    
    128,079
    
    
    
    127,256Paid-in capital  Class B
    
    
    4,588
    
    
    
    1,770Accumulated deficit
    
    
    (21,180
    )
    
    
    (26,729
    )Accumulated other comprehensive income (loss)
    
    
    (994
    )
    
    
    (1,631
    )Total stockholders equity
    
    
    110,646
    
    
    
    100,815Total liabilities and stockholders equity
    
    $
    339,175
    
    
    $
    277,163
  3




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##### 



Specialty Underwriters Alliance, Inc.
Statements of Operations and Comprehensive Income (Loss)
(dollars in thousands)
(unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005RevenuesEarned insurance premiums
    
    $
    31,712
    
    
    $
    8,271
    
    
    $
    80,198
    
    
    $
    11,773Net investment income
    
    
    1,628
    
    
    
    874
    
    
    
    4,204
    
    
    
    2,710Net realized gains (losses)
    
    
    273
    
    
    
    
    
    
    
    271
    
    
    
    (1
    )Total revenues
    
    
    33,613
    
    
    
    9,145
    
    
    
    84,673
    
    
    
    14,482ExpensesLoss and loss adjustment expenses
    
    
    18,250
    
    
    
    6,414
    
    
    
    46,722
    
    
    
    9,204Amortization of deferred acquisition costs
    
    
    6,701
    
    
    
    1,383
    
    
    
    17,432
    
    
    
    2,123Service company fees
    
    
    
    
    
    
    2,188
    
    
    
    
    
    
    
    6,596Other operating expenses
    
    
    5,019
    
    
    
    3,984
    
    
    
    14,785
    
    
    
    9,885Total expenses
    
    
    29,970
    
    
    
    13,969
    
    
    
    78,939
    
    
    
    27,808Pretax income (loss)
    
    
    3,643
    
    
    
    (4,824
    )
    
    
    5,734
    
    
    
    (13,326
    )Federal income tax expense
    
    
    61
    
    
    
    
    
    
    
    185
    
    
    
    Net income (loss)
    
    
    3,582
    
    
    
    (4,824
    )
    
    
    5,549
    
    
    
    (13,326
    )Net change in unrealized gains and losses for investments held, after tax
    
    
    2,273
    
    
    
    (1,109
    )
    
    
    637
    
    
    
    (1,184
    )Comprehensive income (loss)
    
    $
    5,855
    
    
    $
    (5,933
    )
    
    $
    6,186
    
    
    $
    (14,510
    )Earnings (loss) per share available
to common stockholders (in dollars)Basic
    
    $
    0.24
    
    
    $
    (0.32
    )
    
    $
    0.37
    
    
    $
    (0.90
    )Diluted
    
    $
    0.24
    
    
    $
    (0.32
    )
    
    $
    0.37
    
    
    $
    (0.90
    )Average Shares Outstanding (in thousands)Basic
    
    
    15,293
    
    
    
    14,782
    
    
    
    15,162
    
    
    
    14,748Diluted
    
    
    15,293
    
    
    
    14,782
    
    
    
    15,162
    
    
    
    14,748
  4




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##### 



Specialty Underwriters Alliance, Inc.
Statement of Stockholders Equity
(dollars in thousands)
(unaudited)
 AccumulatedCommon
    
    
    Paid-in
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Other

    
    
    TotalStock
    
    
    Capital
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Comprehensive
    


    
    StockholdersClass A
    
    
    Class A
    
    
    Class B
    
    
    Class B
    
    
    (Deficit)
    
    
    Income (Loss)


    
    
    EquityBalance at December 31, 2005
    
    $
    147
    
    
    $
    127,256
    
    
    $
    2
    
    
    $
    1,770
    
    
    $
    (26,729
    )
    
    $
    (1,631
    )
    
    $
    100,815Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,549
    
    
    
    
    
    
    
    5,549Net change in
unrealized
investment losses, net of
tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    637
    
    
    
    637Stock issuance
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    2,818
    
    
    
    
    
    
    
    
    
    
    
    2,822Stock based
compensation
    
    
    
    
    
    
    823
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    823Balance at
September 30, 2006
    
    $
    147
    
    
    $
    128,079
    
    
    $
    6
    
    
    $
    4,588
    
    
    $
    (21,180
    )
    
    $
    (994
    )
    
    $
    110,646
  5




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##### 



Specialty Underwriters Alliance, Inc.
Statements of Cash Flows
(dollars in thousands)
(unaudited)
 Nine MonthsEndedSeptember 30,2006
    
    
    2005Cash flows from operationsNet income (loss)
    
    $
    5,549
    
    
    $
    (13,326
    )Charges (credits) to reconcile net income to cash
flows from operations:Change in deferred income tax
    
    
    185
    
    
    
    Net realized (gains) losses
    
    
    (271
    )
    
    
    1Amortization of bond discount
    
    
    296
    
    
    
    227Depreciation
    
    
    1,768
    
    
    
    1,258Write off of capitalized software
    
    
    
    
    
    
    428Net change in:Reinsurance recoverable on unpaid loss and loss adjustment expense reserves
    
    
    6,730
    
    
    
    6,381Loss and loss adjustment expense reserves
    
    
    29,341
    
    
    
    1,143Insurance premiums receivable
    
    
    (17,839
    )
    
    
    (41,923
    )Unearned insurance premiums
    
    
    18,503
    
    
    
    47,565Deferred acquisition costs
    
    
    (4,869
    )
    
    
    (8,679
    )Prepaid reinsurance premiums
    
    
    1,126
    
    
    
    (4,549
    )Insured deposit funds
    
    
    3,522
    
    
    
    4,321Other, net
    
    
    2,124
    
    
    
    4,028Total adjustments
    
    
    40,616
    
    
    
    10,201Net cash flows from (used for) operations
    
    
    46,165
    
    
    
    (3,125
    )Cash flows from investing activitiesNet increase (decrease) in short-term investments
    
    
    (9,882
    )
    
    
    41,549Sales of fixed maturity investments
    
    
    13,590
    
    
    
    6,834Purchases of fixed maturity investments
    
    
    (51,493
    )
    
    
    (47,886
    )Unsettled net investment purchases
    
    
    
    
    
    
    (1,000
    )Purchase of equipment and capitalized software
    
    
    (3,805
    )
    
    
    (2,673
    )Net cash flows (used for) investing activities
    
    
    (51,590
    )
    
    
    (3,176
    )Cash flows from financing activitiesIssuance of common stock
    
    
    2,822
    
    
    
    817Net cash provided by financing activities
    
    
    2,822
    
    
    
    817Net (decrease) in cash and cash equivalents
during the period
    
    
    (2,603
    )
    
    
    (5,484
    )Cash and cash equivalents at beginning of the period
    
    
    5,329
    
    
    
    8,986Cash and cash equivalents at end of the period
    
    $
    2,726
    
    
    $
    3,502
  6




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##### 



NOTES TO FINANCIAL STATEMENTS  SPECIALTY UNDERWRITERS ALLIANCE, INC.
(dollars in thousands) (unaudited)  (Continued)
 Note 1. Basis of Presentation
    Note 2. Net Income (Loss) Per Share
  Three Months Ended
    
    Three Months EndedSeptember 30, 2006
    
    September 30, 2005Net income (loss)
    
    $
    3,582
    
    
    $
    (4,824
    )Average common shares
outstanding (basic and diluted) (in
thousands)
    
    
    15,293
    
    
    
    14,782Net income (loss) per share (in
dollars) (basic and diluted)
    
    $
    0.24
    
    
    $
    (0.32
    )
 7




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##### 



NOTES
TO FINANCIAL STATEMENTS  SPECIALTY UNDERWRITERS ALLIANCE, INC.
(dollars in thousands) (unaudited)  (Continued)
 Nine Months Ended
    
    Nine Months EndedSeptember 30, 2006
    
    September 30, 2005Net income (loss)
    
    $
    5,549
    
    
    $
    (13,326
    )Average common shares
outstanding (basic and diluted) (in
thousands)
    
    
    15,162
    
    
    
    14,748Net income (loss) per share (in
dollars) (basic and diluted)
    
    $
    0.37
    
    
    $
    (0.90
    )
 Note 3. Income Taxes
   Note 4. Commitments
   8




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##### 



NOTES TO FINANCIAL STATEMENTS  SPECIALTY UNDERWRITERS ALLIANCE, INC.
(dollars in thousands) (unaudited)  (Continued)
  Note 5. Stock Options
    Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2005
    
    
    September 30, 2005(in thousands, except per share amounts)Net loss as reported
    
    $
    (4,824
    )
    
    $
    (13,326
    )Deduct: compensation expense
    
    
    (238
    )
    
    
    (720
    )Pro forma net loss
    
    $
    (5,062
    )
    
    $
    (14,046
    )Basic and diluted net loss
per share:As reported
    
    $
    (0.32
    )
    
    $
    (0.90
    )Pro forma
    
    $
    (0.34
    )
    
    $
    (0.95
    )
 9




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##### 



NOTES TO FINANCIAL STATEMENTS  SPECIALTY UNDERWRITERS ALLIANCE, INC.
(dollars in thousands) (unaudited)  (Continued)
    Weighted Average
    
    
    
    
    
    Weighted AverageExercise Price Per
    
    Aggregate Intrinsic
    
    ContractualOption Plan Activity
    
    Number of Shares
    
    Share
    
    Value
    
    Remaining Life(actual dollar and share amounts)Balance at January 1, 2006
    
    
    727,466
    
    
    $
    9.40
    
    
    $
    0
    
    
    8.97 yearsOptions granted
    
    
    25,000
    
    
    $
    6.22
    
    
    
    N/A
    
    
    
    N/AOptions exercised
    
    
    0
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AOptions forfeited
    
    
    (5,000
    )
    
    $
    6.22
    
    
    
    N/A
    
    
    
    N/ABalance at September 30, 2006
    
    
    747,466
    
    
    $
    9.32
    
    
    $
    51,600
    
    
    8.25 yearsTotal options vested at
September 30, 2006
    
    
    242,501
    
    
    $
    9.40
    
    
    $
    3,334
    
    
    8.22 years
  Weighted AverageGrant Date FairNumber of Shares
    
    
    Value(actual dollar and share amounts)Non-vested balance at January 1, 2006
    
    
    530,526
    
    
    $
    4.46Options granted
    
    
    25,000
    
    
    $
    2.89Options vested
    
    
    (45,561
    )
    
    $
    3.66Options forfeited
    
    
    (5,000
    )
    
    $
    2.93Total non-vested options at
September 30, 2006
    
    
    504,965
    
    
    $
    4.47
 10




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##### 



NOTES TO FINANCIAL STATEMENTS  SPECIALTY UNDERWRITERS ALLIANCE, INC.
(dollars in thousands) (unaudited)  (Continued)
  Note 6. Unpaid Loss and Loss Adjustment Expense Reserves
    As of
    
    
    As ofSeptember 30,
    
    
    December 31,2006
    
    
    2005Company gross reserves
    
    $
    60,268
    
    
    $
    18,134Potomac gross reserves
    
    
    73,943
    
    
    
    86,736Gross reserves
    
    
    134,211
    
    
    
    104,870Ceded reserves
    
    
    82,267
    
    
    
    88,997Net reserves
    
    $
    51,944
    
    
    $
    15,873
 11




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##### 



NOTES TO FINANCIAL STATEMENTS  SPECIALTY UNDERWRITERS ALLIANCE, INC.
(dollars in thousands) (unaudited)
  Note 7. Recent Accounting Pronouncements
   12




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##### 



Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
     13




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##### 



Results of Operations
 Three Months Ended September 30, 2006 as compared to the Three Months Ended September 30, 2005
        14




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##### 



15




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##### 



Nine Months Ended September 30, 2006 as compared to the Nine Months Ended September 30, 2005
           16




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##### 



For the Three
    
    For the Nine
    
    For theMonths Ended
    
    Months Ended
    
    Year EndedSeptember 30,
    
    September 30,
    
    December 31,2006
    
    2006
    
    2005California
    
    
    35.2
    %
    
    
    33.3
    %
    
    
    39.4
    %Florida
    
    
    28.8
    %
    
    
    36.8
    %
    
    
    42.6
    %Other States
    
    
    36.0
    %
    
    
    29.9
    %
    
    
    18.0
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  For the Three
    
    For the Nine
    
    For theMonths Ended
    
    Months Ended
    
    Year EndedSeptember 30,
    
    September 30,
    
    December 31,2006
    
    2006
    
    2005Workers compensation
    
    
    45.0
    %
    
    
    57.8
    %
    
    
    68.8
    %Commercial automobile
    
    
    22.6
    %
    
    
    16.7
    %
    
    
    10.4
    %General liability
    
    
    30.0
    %
    
    
    23.7
    %
    
    
    11.8
    %All other
    
    
    2.4
    %
    
    
    1.8
    %
    
    
    9.0
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 17




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##### 



For The Three
    
    For The Three
    
    For The Nine
    
    For The NineMonths Ended
    
    Months Ended
    
    Months Ended
    
    Months EndedSeptember 30, 2006
    
    September 30, 2005
    
    September 30, 2006
    
    September 30, 2005Gross premium written
    
    $
    38.9
    
    
    $
    28.2
    
    
    $
    107.2
    
    
    $
    61.7Net premium earned
    
    $
    31.7
    
    
    $
    8.3
    
    
    $
    80.2
    
    
    $
    11.8Net loss and loss
adjustment expense ratio
    
    
    57.6
    %
    
    
    77.5
    %
    
    
    58.3
    %
    
    
    78.2
    %Ratio of amortization of
deferred acquisition
expense to earned premium
    
    
    21.1
    %
    
    
    16.7
    %
    
    
    21.7
    %
    
    
    18.0
    %Ratio of all other
expenses to gross written
premium
    
    
    12.9
    %
    
    
    21.9
    %
    
    
    13.8
    %
    
    
    26.7
    %
 Liquidity and Capital Resources
     18




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##### 



Item 3: Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
   EstimatedAssumed Change
    
    Fair Value After
    
    IncreaseFair Value
    
    in Relevant
    
    Change in
    
    (Decrease)at 9/30/06
    
    Interest Rate
    
    Interest Rate
    
    in Carrying Value(dollars in thousands)Total Investments
    
    $
    151,379
    
    
    100 bp decrease
    
    $
    155,580
    
    
    $
    4,20150 bp decrease
    
    $
    153,547
    
    
    $
    2,16850 bp increase
    
    $
    149,138
    
    
    $
    (2,241
    )100 bp increase
    
    $
    146,805
    
    
    $
    (4,574
    )
 Credit Risk
  19




---



##### 



9/30/2006
    
    
    12/31/2005Market Value
    
    
    Percent of
    
    
    Market Value
    
    
    Percent of(dollars in thousands)
    
    
    Portfolio
    
    
    (dollars in thousands)
    
    
    PortfolioUS Govt & Other Bonds
    
    $
    75,321
    
    
    
    56.8
    %
    
    $
    41,279
    
    
    
    43.9
    %AA Rated
    
    
    18,456
    
    
    
    13.9
    %
    
    
    15,940
    
    
    
    16.9
    %A Rated
    
    
    38,858
    
    
    
    29.3
    %
    
    
    36,910
    
    
    
    39.2
    %$
    132,635
    
    
    
    100.0
    %
    
    $
    94,129
    
    
    
    100.0
    %
  Item 4: Controls and Procedures
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.
  20




---



##### 



Changes in Internal Control Over Financial Reporting.
 Inherent Limitations on Effectiveness of Controls.
 21




---



##### 



PART II  OTHER INFORMATION
 Item 1: Legal Proceedings
  Item 1A: Risk Factors
  Item 2: Recent Sales of Unregistered Securities
  Item 3: Defaults Upon Senior Securities
  Item 4: Submission of Matters to a Vote of Security Holders
  Item 5: Other Information
  22




---



##### 



Item 6: Exhibits
  ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 200299.1
    
    Amendment No. 2 to the Specialty Underwriters Alliance, Inc.
Partner Agent Program Agreement  Appalachian Underwriters, Inc.99.2
    
    Amendment No. 1 to the Specialty Underwriters Alliance, Inc.
Partner Agent Program Agreement  Specialty Risk Solutions, LLC99.3
    
    First Amendment to the Amended and Restated Securities Purchase
Agreement between Specialty Underwriters Alliance, Inc. and AEON
Insurance Group, Inc.99.4
    
    Amendment No. 3 to the Specialty Underwriters Alliance, Inc.
Partner Agent Program Agreement  American Team Managers99.5
    
    First Amendment to the Securities Purchase Agreement between
Specialty Underwriters Alliance, Inc. and American Patriot
Agency, Inc.99.6
    
    Amendment No. 3 to the Specialty Underwriters Alliance, Inc.
Partner Agent Program Agreement  American Patriot Insurance
Agency, Inc.99.7
    
    First Amendment to the Amended and Restated Securities Purchase
Agreement between Specialty Underwriters Alliance, Inc. and Risk
Transfer Holdings Inc.99.8
    
    First Amendment to the Amended and Restated Securities Purchase
Agreement between Specialty Underwriters Alliance, Inc. and
American Team Managers
 23




---



##### 



SPECIALTY UNDERWRITERS ALLIANCE, INC.(Registrant)Dated: November 6, 2006
    
    By:
    
    /s/ Courtney C. SmithName: Courtney C. SmithTitle: President and Chief Executive Officer
(Principal Executive Officer)Dated: November 6, 2006
    
    By:
    
    /s/ Peter E. JokielName: Peter E. JokielTitle: Executive Vice President, Chief Financial
Officer and Treasurer (Principal Financial
Officer)
 24




---



##### 



ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 200299.1
    
    Amendment No. 2 to the Specialty Underwriters Alliance, Inc.
Partner Agent Program Agreement  Appalachian Underwriters, Inc.99.2
    
    Amendment No. 1 to the Specialty Underwriters Alliance, Inc.
Partner Agent Program Agreement  Specialty Risk Solutions, LLC99.3
    
    First Amendment to the Amended and Restated Securities Purchase
Agreement between Specialty Underwriters Alliance, Inc. and AEON
Insurance Group, Inc.99.4
    
    Amendment No. 3 to the Specialty Underwriters Alliance, Inc.
Partner Agent Program Agreement  American Team Managers99.5
    
    First Amendment to the Securities Purchase Agreement between
Specialty Underwriters Alliance, Inc. and American Patriot
Agency, Inc.99.6
    
    Amendment No. 3 to the Specialty Underwriters Alliance, Inc.
Partner Agent Program Agreement  American Patriot Insurance
Agency, Inc.99.7
    
    First Amendment to the Amended and Restated Securities Purchase
Agreement between Specialty Underwriters Alliance, Inc. and Risk
Transfer Holdings Inc.99.8
    
    First Amendment to the Amended and Restated Securities Purchase
Agreement between Specialty Underwriters Alliance, Inc. and
American Team Managers
 25