exv10w27



 






Exhibit 10.27




AMENDMENT NO. 1

TO THE

SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

PARTNER AGENT PROGRAM AGREEMENT



This amendment modifies the Specialty Underwriters’ Alliance, Inc. Partner Agent Program Agreement
by and between Company and Partner Agent., dated November 3rd, 2004 as amended (the
“Agreement”). Any capitalized terms defined in the Agreement and used herein shall have the same
meaning in this Addendum as in the Agreement. Except as amended hereby, the Agreement remains in
full force and effect after the date hereof and each of the parties by its execution hereof
ratifies and confirms the provisions of said Agreement.



Now, therefore, in accordance with Section IX, D of the Agreement and in consideration of the
mutual agreements and covenants hereinafter set forth, the parties wish to amend the Agreement as
follows:





	 	1.	 	“Lighthouse, LLC and any other entity which produces business for the programs
contemplated under this agreement” inserted immediately following any reference to
“Risk Transfer Holdings, Inc.”
	 
	 	2.	 	Section VI, PREMIUMS AND ACCOUNTING, line 3 shall be modified by replacing
“fifteenth” with “tenth”.
	 
	 	3.	 	Section VIII F, TERM AND TERMINATION, shall be amended by deleting the
Company’s address and replacing “222 South Riverside Plaza, Chicago, IL 60606.”
	 
	 	 	 	and replacing “Daryl B. Williams, President” with “Paul R. Hughes, CEO”
	 
	 	4.	 	Exhibit A, Section A shall be modified by adding the following:





	 	 	 	 	 
	Program Description

	 	Line of Business
	 	Maximum Rate of Commission
	 

	 	 
	 	 
	E-Comp.

	 	Workers’ Comp.
	 	12%







	 	5.	 	Exhibit B, shall be modified by inserting the following as the first sentence
of the page.
	 
	 	 	 	“A separate profit sharing calculation will be completed for each individual program
managed by the Partner Agent.”
	 
	 	6.	 	Exhibit B, LEGEND, Table 1, Line 15, page 12 shall be modified by inserting the
following after “$20 Million”:
	 
	 	 	 	“for an individual program”




 









 






	 	7.	 	Exhibit B, LEGEND, other defined terms used in this Agreement, Section B, shall
be modified by deleting the first sentence and replacing with the following:
	 
	 	 	 	“The Initial Profit Sharing Year of this Agreement shall be from January 1, 2005 to
December 31, 2005.”




This Amendment may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.



This Amendment shall be deemed to be made in and in all respects shall be interpreted, construed
and governed by and in accordance with the law of the State of Delaware without regard to
principles of conflicts of laws that would require application of the law of a jurisdiction other
than the State of Delaware.



Signed this 30th day of June, 2005.



COMPANY: Specialty Underwriters’ Alliance, Inc., for and on behalf of itself and its subsidiaries
existing now or hereafter




	 	 	 	 	 
	BY:

	 	/s/ William Loder	 	 
	NAME:

	 	 

William Loder
	 	 
	TITLE:

	 	Chief Underwriting Officer	 	 
	 
	 	 	 	 
	PARTNER AGENT	 	 
	 
	 	 	 	 
	BY:

	 	/s/ Paul Hughes	 	 
	NAME:

	 	 

Paul R. Hughes
	 	 
	TITLE:

	 	Chief Executive Officer