exv10w1w29



 






EXHIBIT 10.1.29






August 16, 2004



Mr. Scott H. Keller

Managing Member

Specialty Risk Solutions, LLC

150 S. Wacker Drive, Suite 1300

Chicago, IL 60606



Dear Scott:



     This
letter agreement (the “Agreement”) dated as of
August 16th, 2004, by
and between Specialty Risk Solutions, LLC, an Illinois limited liability
company (“SRS”), and Specialty Underwriters’ Alliance, Inc., a Delaware
corporation (“SUA”), confirms the parties’ understanding as to certain terms
and conditions relating to the issuance by SUA to SRS of shares of Class B
Common Stock, par value $.01 per share (the “Class B Stock”).



     SUA and SRS are parties to that certain Securities Purchase Agreement,
dated May 1st, 2004 (the “Purchase Agreement”), whereby SRS agreed to purchase
such number of shares of Class B Stock (the “Shares”) as determined herein for
an aggregate purchase price of $1,000,000.00. Such purchase shall be contingent on the
closing of an Initial Public Offering by SUA. For purposes hereof, an “Initial
Public Offering” shall mean a public equity offering of the capital stock of
SUA in which the proceeds to SUA are not less than $100,000,000, before
deduction of underwriting commissions, placement agent fees or similar charges, and
other offering expenses. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Purchase Agreement.






     After the closing of a Public Offering, the price of each share of Class B
Stock shall equal the fair market value of one share of SUA’s common stock, par
value $.01 per share (the “Common Stock”), on such date, to be calculated as
follows: (i) if the Common Stock is listed or admitted to trading on a
national securities exchange, the last reported sale price of the



 









 





Common Stock,
regular way, on such day or in case no sale takes place on such day, the
average of the reported closing bid and asked prices of the Common Stock,
regular way, on such day, in either case as reported on such exchange; or (ii)
if the Common Stock is not listed or admitted to trading on any national
securities exchange, but is listed on the NASDAQ National Market, the closing
sale price of the Common Stock on such day, or in case no sale is publicly
reported for such day, the average of the representative closing bid and asked
quotations for the Common Stock, as reported on NASDAQ; or (iii) if the Common
Stock is not listed or admitted to trading on the NASDAQ National Market, the
average of the bid and asked prices for the Common Stock as furnished for such
day by NASDAQ, or, if not furnished by NASDAQ, by any New York Stock Exchange,
Inc. member firm regularly making a market in the Common Stock and selected for
such purpose by the SUA’s board of directors.



 









 








     Notwithstanding the terms of the Purchase Agreement, the parties hereby
agree that SRS shall pay the Purchase Price in installments as set forth in the
Promissory Note (the “Note”), the terms of which are incorporated herein by
reference. Upon payment by SRS of each installment of the Purchase Price, as
set forth in the Note, SUA shall deliver to SRS such number of shares of Class
B Stock as can be purchased for the amount of such payment, as calculated
above. The date of each payment and delivery of shares of Class B Stock shall
be defined as a “Closing Date.”



     This Agreement may not be amended or changed without the written consent
of SUA and shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.



	 	 	 	 	 	 	 
	 	 	Sincerely,  
	 
	 	 	 	 	 	 
	 	 	SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	   /s/ Courtney C. Smith

	 	 
	

	 	 	 	Name: Courtney C. Smith	 	 
	

	 	 	 	Title: President & CEO	 	 







	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 
	 
	 	 	 	 
	Specialty Risk Solutions, LLC	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Scott H. Keller

	 	 
	

	 	Name: Scott H. Keller	 	 
	

	 	Title: Managing Member