exv10w11





Exhibit 10.11



AMENDMENT NO. 3

TO THE

SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

PARTNER AGENT PROGRAM AGREEMENT




     This amendment (“Amendment”) is made and entered into as of June 18, 2009 by and between AEON
Insurance Group, Inc. and Specialty Underwriters’ Alliance, Inc. and its property and casualty
insurance subsidiaries and affiliates, including SUA Insurance Company, and amends the Specialty
Underwriters’ Alliance, Inc. Partner Agent Program Agreement (“Agreement”) entered into by the
parties on May 18, 2004, as amended. Any capitalized terms used but not defined in this Amendment
shall have the same meaning set forth in the Agreement. In the event that any provision of this
Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or
conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and
shall control, but only to the extent that such provision is inconsistent or conflicting with the
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 agree to amend the Agreement,
effective as of the date hereof, as follows:



1. The reference in the preamble to “Specialty Underwriters’ Alliance, Inc. and its property
and casualty insurance subsidiaries and affiliates (collectively the “Company”)” shall be deleted
and replaced in its entirety with the following: “Specialty Underwriters’ Alliance, Inc. and its
property and casualty insurance subsidiaries, including SUA Insurance Company (collectively
the “Company”)”.



2. “SUA Insurance Company” means Specialty Underwriters’ Alliance, Inc.’s wholly owned subsidiary SUA Insurance Company, an Illinois domiciled insurance company.



3. Except as modified hereby, the Agreement shall remain in full force and effect.



4. This Amendment may be executed in any number of counterparts and by the parties on
different counterparts each in the like form. Each counterpart shall, when executed, be an
original but all the counterparts taken together shall constitute one and the same instrument. The
execution by a party of one or more such counterparts shall constitute execution by that party of
this Amendment. This Amendment shall not be effective until each of the parties has executed at
least one counterpart. Any facsimile copies hereof or signature hereon shall, for all purposes, be
deemed originals.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




1









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their
behalf by their duly authorized officers as of the day, month and year above written.



	 	 	 	 	 
	 	SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

 	 
	 	By:  	/s/ Daniel A. Cacchione
 	 
	 	 	Name:  	Daniel A. Cacchione  	 
	 	 	Title:  	SVP, Chief Underwriting Officer 	 
	 



	 	 	 	 	 
	 	SUA INSURANCE COMPANY

 	 
	 	By:  	/s/ Daniel A. Cacchione
 	 
	 	 	Name:  	Daniel A. Cacchione  	 
	 	 	Title:  	SVP, Chief Underwriting Officer 	 
	 



	 	 	 	 	 
	 	AEON INSURANCE GROUP, INC.

 	 
	 	By:  	/s/ Gerald B. Bushey
 	 
	 	 	Name:  	Gerald B. Bushey  	 
	 	 	Title:  	CEO/CUO 	 
	 




2