Exhibit 10.9
 AMENDMENT NO. 2
TO THE
SPECIALTY UNDERWRITERS ALLIANCE, INC.
PARTNER AGENT PROGRAM AGREEMENT
   1.
    
    Lines five through seven, beginning with The parties and ending with as follows:, shall be
deleted in their entirety and replaced with the following:
  2.
    
    Section I. A. shall be deleted in its entirety, leaving Section I.A.1 through I.A.6 unaltered,
and replaced with the following:
 exclusive
 3.
    
    Section II. B. shall be deleted in its entirety and replaced with the following:
  4.
    
    Partner Agents mailing address for notice pursuant to Section VIII.F. shall be deleted and
replaced with the following:
 
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5.
    
    The following provision shall be added under Section IX. General Provisions as Section IX.L.:
  6.
    
    Exhibit A shall be deleted in its entirety and replaced with Exhibit A-2, as attached.
 7.
    
    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 11, 2010.
  SPECIALTY UNDERWRITERS ALLIANCE, INC.
SUA INSURANCE COMPANYBy:
    /s/ Daniel A. CacchioneName:
    Daniel A. CacchioneTitle:
    Senior Vice President and
Chief Underwriting Officer
 SPECIALTY RISK SOLUTIONS, LLCBy:
    /s/ Scott KellerName:
    Scott KellerTitle:
    Managing Member
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EXHIBIT A-2
 COMMISSION SCHEDULE
 A.
    
    Except as otherwise provided in this Commission Schedule, Partner Agents Commission shall be
as follows:
 Program Description
    
    Line of Business
    
    Target Rate of CommissionPublic Entity for Educational
Institutions and Municipalities
including Non-Profit and
Pooled Entities
    
    All Casualty lines of
business including Liability,
Auto, Workers Compensation,
Wrongful Acts
    
    
    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-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)
    
    $
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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.Line 15.
    
    Profit Sharing Factor shall be 50%. A minimum total Eligible Written Premium of twenty
million dollars ($20,000,000) and minimum program Eligible Written Premium of five million
dollars ($5,000,000) for each program must be achieved during the Profit Sharing Year to be
paid out under the profit sharing calculation. The profit sharing calculation will be
completed regardless of whether Partner Agent meets its minimum requirements.
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Line 16.
    
    Payout Factor shall be calculated according to the following chart:
 PROFIT SHARING AGREEMENT
 PAYOUT FACTORS
 5 Years1st Valuation
    
    
    10
    %2nd Valuation
    
    
    25
    %3rd Valuation
    
    
    45
    %4th Valuation
    
    
    70
    %5th Valuation
    
    
    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
  8