exv10w4






Exhibit 10.4




SECOND AMENDMENT

TO THE

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT




     This amendment (“Amendment”) is made and entered into as of the 4th day of June,
2009 by and between American Team Managers Insurance Services, Inc. (“ATM”) and Specialty
Underwriters’ Alliance, Inc., and amends the AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
(“Agreement”) entered into by the parties on September 8, 2005. Any terms defined in the Agreement
and used herein shall have the same meaning in this Amendment as in the Agreement. In the event
that any provision of this Amendment and any provision of the Agreement are inconsistent or
conflicting, the provision of this Amendment shall control, but only to the extent that such
provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined
herein shall be defined as in the Agreement.



     NOW, THEREFORE, and in consideration of the mutual agreements and covenants set forth, the
parties wish to amend the Agreement as follows:



1. Subsection (c)(i) of Section 4: Exchange Right shall be deleted in its entirety and
replaced with the following:






	 	 	 	Exchange Right. (i) At any time and from time to time after the fifth anniversary
of the date of that certain Partner Agent Program Agreement between the Company and the
Purchaser (the “Partner Agent Agreement”), provided that the Partner Agent Agreement is
still in effect and has not been terminated by either party thereto, the Purchaser shall
have the right, but not the obligation, to exchange its shares of Class B Stock for an
equal number of shares of Common Stock (subject to equitable adjustment in the event of any
stock dividend, stock split, combination, reorganization, recapitalization,
reclassification or other similar event involving a change in such security); provided,
further, that after the fifth anniversary of the date of the Partner Agent Agreement and
for so long as the Partner Agent Agreement is in effect, including any day or days on which
the Purchaser exercises such exchange right, the Purchaser must retain legal and beneficial
ownership for its own benefit of such number of shares of Class B Stock as could be
exchanged for the same number of shares of Common Stock, whichever is less, (1) with a
value on such date of $500,000, as determined pursuant to Section 4(g) or (2) which equals
half of the number of shares of Class B Stock purchased by the Purchaser pursuant to this
Agreement.





2. The following provision of Subsection (g) of Section 4: Purchase obligation shall be
deleted in its entirety:





	 	 	 	“If the aggregate value of the Class B Stock held by the Purchaser is determined to be less
than $500,000, then the Purchaser shall purchase from the Company
such number of shares of Class B Stock as would equal the difference between the value of
the Class B Stock as determined herein and $500,000.”














 











The deleted provision shall be replaced with the following:





	 	 	 	“If the aggregate value of the Class B Stock held by the Purchaser is determined to be less
than $500,000, then the Purchaser shall purchase from the Company such number of shares of
Class B Stock, if any, as would equal, whichever is less, (1) the difference between the
value of the Class B Stock as determined herein and $500,000 or (2) half of the number of
shares of Class B Stock purchased by the Purchaser pursuant to this Agreement.”





     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:  	Senior Vice President, Chief Underwriting Officer 	 
	 



AMERICAN TEAM MANAGERS INSURANCE SERVICES, INC.




	 	 	 	 	 
	 	 
	By:  	/s/ Chris Michaels	 
	Name:  	Chris Michaels 	 
	Title:  	Chief Executive Officer	 
	 





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