exv10w1w11



 





EXHIBIT 10.1.11




EMPLOYMENT AGREEMENT




     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made
as of this 17th day of October 2004, by and between Gary J. Ferguson (the
“Executive”) and Specialty Underwriters’ Alliance, Inc. (“Holding Co.”).



W I T N E S S E T H:




     WHEREAS, Holding Co. desires to continue the employment of the Executive
and the Executive desires to continue his employment, under the terms and
conditions of this Agreement.



     WHEREAS, Holding Co. and the Executive (collectively, the “Parties”)
entered into the Employment Agreement dated as of November 20, 2003, as amended
by the First Amendment dated April 2nd, 2004, the Second Amendment dated May
26, 2004, and the Amended and Restated Employment Agreement dated August 9, 2004 (the “Employment Agreement”).



     NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree to amend and restate the Employment Agreement as
follows:



     1. Employment. Holding Co. hereby employs the Executive, and the
Executive hereby accepts employment, as the Chief Claims Officer under the
terms and conditions set forth herein. During the Term (as defined herein),
the Executive agrees to serve, without additional compensation, in one or more
executive positions and/or as a member of the board of directors of Holding Co.
or any affiliate of Holding Co.



     2. Term. Subject to paragraph 6, the term of this Agreement shall
commence on the date of the Holding Co.’s Qualified Equity Offering (as defined
below) and shall continue until December 31, 2007 (the “Initial
Term”). Upon the expiration of the Initial Term, this Agreement shall
automatically extend for three successive one-year periods, unless terminated
by either party by written notice to that effect not less than three months
prior to the expiration of the Initial Term. The Initial Term and any
extension periods are referred to herein collectively as the “Term”.



     3. Duties. During the Term, the Executive shall report to the
Board of Directors and shall initially perform such duties and responsibilities
as Holding Co.’s Board of Directors may determine. The Executive and Holding
Co. shall create a job description which outlines the duties and
responsibilities that the Executive shall perform. Such job description shall
be mutually created within one year of the Executive’s employment. The
Executive shall comply fully with all applicable laws, rules and regulations as
well as with Holding Co.’s policies, compliance manuals and procedures. The
Executive shall devote his entire working time to the business of Holding Co.
and shall use his best efforts, skills and abilities in his diligent and
faithful performance of his duties and responsibilities hereunder. During the
Term, the Executive shall not engage in any other business activities or hold
any office or positions regardless of whether any such activity, office or position is pursued for
profit or other pecuniary













 





advantage, without the prior consent of Holding Co.;
provided, however, the Executive may own, solely as an investment, 1.0% or less
of the securities of any publicly traded corporation.



     4. Compensation and Related Matters. As full compensation for the
Executive’s performance of his duties and responsibilities hereunder during the
Term, Holding Co. shall pay the Executive the compensation and provide the
benefits set forth below:



          a. Base Salary. Holding Co. shall pay the Executive an annual
salary (the “Base Salary”) of $250,000, less applicable withholding and other
deductions, payable in accordance with Holding Co.’s then current payroll
practices. The Base Salary will be reviewed annually by Holding Co.’s Board of
Directors or, if a compensation committee of the Board of Directors is
appointed, then by such Compensation Committee (the “Compensation Committee”),
and may be increased, but not decreased, in the sole discretion of the Board of
Directors or Compensation Committee; provided, however, that for each of the
second and third full fiscal years of the Term, the Base Salary shall be increased by 5%
thereof.



          
b. Bonuses. The Executive shall be eligible to receive bonuses
(“Bonuses”) of not more than 100% of Base Salary for any
full fiscal year during the Term, as hereinafter provided. For
the partial year ending December 31, 2004, the Executive shall receive a Bonus of $62,500 in recognition of
Executive’s contribution to establishing the Holding Co.’s
business platform and successfully completing a Qualified Equity
Offering. For each of the first three full fiscal years of Holding
Co. during the Term, the Executive shall receive a Bonus equal to 25% of the
Executive’s Base Salary level for such full fiscal year, payable in a cash lump sum payment as
soon as practicable following the end of the respective fiscal year provided that Executive is employed by Holding Co. at the end of
such fiscal year. In
addition, for each full fiscal year of Holding Co. during the Term, the Executive
shall be eligible to receive a performance-based Bonus, of up to 75% of Base
Salary (or up to 100% of Base Salary for any full fiscal year following the first
three full fiscal years during the Term), if Holding Co. achieves such performance
goals as are determined by the Board of Directors or the Compensation Committee
(if one has been appointed) for the respective fiscal year. The payment of any
performance-based Bonus shall be deferred until the last day of the
Term (until 60 days thereafter with respect to performance-based
bonuses relating to the last full fiscal year of the Term), and
shall be forfeited by the Executive if the Executive’s employment terminates
hereunder before the end of the Term by: (i) Holding Co. due to cause pursuant
to paragraph 6.c., or (ii) the Executive other than for good reason pursuant to
paragraph 6.d.



          c. Stock Options. In the event of a private equity offering of the
capital stock of Holding Co. or an initial public offering of shares of Holding
Co. pursuant to an effective registration statement under the Securities Act of
1933, as amended, other than pursuant to a registration statement on Form S-4
or Form S-8 or any successor or similar form, in each case in which the
proceeds to Holding Co. are not less than $200,000,000.00, before deduction of
underwriting commissions, placement agent fees or similar charges, and other
offering expenses (a “Qualified Equity Offering”), the Executive shall be
granted a stock option to purchase 160,000 shares of Holding Co.’s common stock
for an exercise price per share equal to the per share offering price of the
Qualified Equity Offering. Such option shall be granted as of the effective
date of the Qualified Equity Offering and shall vest and become exercisable
cumulatively at a rate of 33.33% on each of the first three anniversaries of
the date of grant, provided that the Executive is still employed by Holding Co.
on the applicable vesting date. Such option, to the extent vested, shall be
exercisable until the earliest of (i) the tenth anniversary of the date of
grant, (ii) six months following the Executive’s termination of employment due
to death or disability pursuant to paragraph 6.a. or 6.b. (in which case the
option shall be fully vested and exercisable), or (iii) if the Executive’s employment is
terminated by Holding Co.



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other than due to the Executive’s death, disability
pursuant to paragraph 6.a., or 6 b, or by Executive other than for “good
reason” as defined below, prior to the expiration of the Initial Term, then the
later of three months following such termination of employment or the date on
which the Term would have otherwise ended. Such option shall be treated as an
“incentive stock option” as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”), to the maximum extent permissible without any
change in the vesting provided for herein. Following the Qualified Equity
Offering, the Executive shall be eligible to receive such additional stock
options as may be determined by the Board of Directors or the Compensation
Committee (if one has been appointed) in its sole discretion and upon such
terms and conditions as are determined by the Board of Directors or the
Compensation Committee in its sole discretion.



          d. Benefits. The Executive shall be eligible to receive the
benefits that Holding Co. generally makes available to its senior officers (as
may be revised from time-to-time), including health, life and long-term
disability insurance benefits, 401(k) plan benefits and non-qualified
supplemental savings plan benefits which are designed to offset the Code
limitations applicable under the 401(k) plan. In addition, the Executive shall
receive annual reimbursement of up to $10,000 for aggregate expenses incurred
for financial planning, including the preparation of income tax returns, upon
presentation of appropriate receipts for such expenses.



          e. Vacation. The Executive shall receive four weeks’ paid vacation
for each year during the Term. The Executive may schedule the vacation as he
elects, subject to Holding Co.’s business needs. Any unused vacation days in
any one year may not be carried over to subsequent years; provided, however,
that not more than ten unused vacation days in any one year may be carried over
to the next succeeding year.



     5. Expenses. The Executive shall be reimbursed for documented
reasonable and necessary out-of-pocket expenses incurred on Holding Co.’s
behalf in accordance with the policies established by Holding Co., as they may
exist from time to time.



     6. Termination. This Agreement and the Executive’s employment
hereunder shall terminate immediately upon the earlier to occur of any of the
following:



          a. By Holding Co. immediately upon the Executive’s death.



          b. By Holding Co. immediately upon the Executive being unable to perform
his duties and responsibilities hereunder due to his “disability” (as defined
below). For purposes of this Agreement, the term “disability” shall mean that
the Executive has been unable to perform the duties and responsibilities
required of him hereunder due to a physical and/or mental disability for a
period of 180 days, whether or not consecutive, during any 12-month period.
During such period of disability, the Executive shall continue to receive the
Base Salary (less any Holding Co.-paid benefits that he receives, such as short
term disability or workers compensation, during such period).



          c. By Holding Co. immediately upon the existence of “cause” (as defined
below). For purposes of this Agreement, “cause” shall mean that the Executive:
(i) has



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committed an act constituting a misdemeanor involving moral turpitude
or a felony under the laws of the United States or any state or political
subdivision thereof; (ii) has committed an act constituting a breach of
fiduciary duty, gross negligence or willful misconduct; (iii) has engaged in
conduct that violated Holding Co.’s then existing material internal policies or
procedures and which is detrimental to the business, reputation, character or
standing of Holding Co. or any of its affiliates; (iv) has committed an act of
fraud, self dealing, conflict of interest, dishonesty or misrepresentation; or
(v) after written notice by Holding Co. and a reasonable opportunity to cure,
has materially breached his obligations as set forth in this Agreement.



          d. By the Executive immediately upon the existence of “good reason” (as
defined below). For purposes of this Agreement, the following shall constitute
“good reason”: After written notice setting forth the alleged good reason by
the Executive to Holding Co., and the expiration of a 60-day cure period, there
continues to be: (i) a material adverse change in the Executive’s title,
position or responsibilities; and/or (ii) a material breach by Holding Co. of
any material provision of this Agreement.



          e. Compensation Upon Death, Disability, Cause and Termination Without
Good Reason. If the Executive’s employment is terminated by: (i) Holding
Co. due to the Executive’s death or disability or cause pursuant to paragraph
6.a., b. or c., or (ii) the Executive other than for good reason pursuant to
paragraph 6.d., then, unless the parties otherwise mutually agree, in full
satisfaction of Holding Co.’s obligations under this Agreement, the Executive,
his beneficiaries or estate, as appropriate, shall be entitled to receive: (1)
the Base Salary provided for herein up to and including the effective date of
termination, prorated on a daily basis; (2) payment for any accrued, unused
vacation as of the effective date of termination; (3) in the event of
termination due to the Executive’s death or disability as provided in paragraph
6.a. or 6.b., respectively, any performance-based Bonus previously earned but
not paid, which shall become fully vested and shall be paid as soon as
practicable following such termination; (4) a pro rated amount of any
guaranteed bonus, as provided for in paragraph 4b, if termination occurs during
the first three fiscal years during the Term, which shall be paid as soon as
practicable following such termination; and (5) any other benefits (if any)
payable upon the Executive’s death or disability, respectively.



          f. Severance Upon Certain Events of Termination. If the
Executive’s employment is terminated by: (i) Holding Co. other than due to the
Executive’s death or disability or cause pursuant to paragraph 6.a., b. or c.,
or (ii) the Executive for good reason pursuant to paragraph 6.d., then, unless
the parties otherwise mutually agree, in full satisfaction of Holding Co.’s
obligations under this Agreement, the Executive shall be entitled to receive:
(1) a lump sum payment of an amount equal to the amount of the Executive’s Base
Salary which would have been paid to the Executive through the date on which
the Term would have otherwise ended (or through the date on which the Initial
Term would have otherwise ended), provided, however, that if such termination
occurs within 18 months before the date on which the Term would have otherwise
ended, or as a result of Holding Co.’s failure to extend the Initial Term, to
the full extent of the three one-year extension periods contemplated by this
Agreement, or during any extension period, then the Executive shall instead
receive a lump sum payment of an amount equal to 150% of the annual amount of
the Executive’s Base Salary calculated at the rate in effect at the date of such termination; (2) a
lump sum payment of an amount equal to 50% of the amount of the Executive’s
Base Salary paid pursuant to clause (1) of this paragraph 6.f.;



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(3) any
performance-based Bonus previously earned but not paid, which shall become
fully vested and shall be paid as soon as practicable following such
termination; and (4) payment for any accrued, unused vacation as of the date of
termination.



          g. Effect of Change in Control Termination. Notwithstanding any
other provision of this Agreement to the contrary, if the Executive’s
employment is terminated by: (i) Holding Co. other than due to the Executive’s
death or disability or cause pursuant to paragraph 6.a., b. or c., or (ii) the
Executive for good reason pursuant to paragraph 6.d., in either case upon or
within six months following a “change in control” (as defined below), then,
unless the parties otherwise mutually agree, in full satisfaction of Holding
Co.’s obligations under this Agreement and in lieu of the provisions of
paragraph 6.f., the following shall apply: (1) all stock options then held by
the Executive which were not previously exercised shall become fully vested and
exercisable; (2) any performance-based Bonus previously earned but unpaid shall
become fully vested and shall be paid as soon as practicable following such
termination; and (3) the Executive shall be entitled to receive a lump sum
payment of an amount equal to three times the annual amount of the Executive’s
Base Salary calculated at the rate in effect at the date of such termination.
Notwithstanding the preceding, if the benefits and payments provided under this
paragraph 6.f., either alone or together with other benefits and payments which
the Executive has the right to receive either directly or indirectly from
Holding Co. or any of its affiliates, would constitute an excess parachute
payment (the “Excess Payment”) under Section 280G of the Code, the Executive
hereby agrees that the benefits and payments provided under this paragraph 6.f.
shall be reduced (but not below zero) by the amount necessary to prevent any
such benefits and payments to the Executive from constituting an Excess
Payment, as determined by Holding Co.’s independent auditor. For purposes of
this Agreement, the following shall constitute a “change in control”:



               (A) any person or group of persons acting in concert (other than any
person who, prior to the Qualified Equity Offering, is a holder of voting
securities of Holding Co.) is or becomes entitled to more than 50% of the
combined voting power of Holding Co.’s outstanding voting securities; or



               (B) following a Qualified Equity Offering, the Board of Directors of
Holding Co. approves a merger or consolidation of Holding Co. with any other
corporation, other than a merger or consolidation which would result in all or
substantially all of the holders of Holding Co.’s voting securities immediately
prior thereto continuing to hold at least 50% of the combined voting power of
the outstanding voting securities of Holding Co. or of the surviving entity
immediately after such merger or consolidation; or



               (C) following a Qualified Equity Offering, the Board of Directors of
Holding Co. approves a plan of complete liquidation of Holding Co. or an
agreement for the sale or disposition by Holding Co. of all or substantially
all of Holding Co.’s assets, other than any such sale or disposition where all
or substantially all of the holders of Holding Co.’s voting securities
immediately prior thereto continue to hold at least 50% of the combined voting
power of the outstanding voting securities of the acquiror or transferee entity
immediately after such sale or disposition.



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     7. Confidential and Proprietary Information; Work Product;
Warranty; Non-Competition; Non-Solicitation.



          a. Confidentiality. The Executive acknowledges and agrees that
there are certain trade secrets and confidential and proprietary information
(collectively, “Confidential Information”) which have been developed by Holding
Co. and which are used by Holding Co. in its business. Confidential
Information shall include, without limitation: (i) customer lists and supplier
lists; (ii) the details of Holding Co.’s relationships with its customers,
including the financial relationship with a customer, knowledge of the internal
“politics"/workings of a customer organization, a customer’s technical needs
and job specifications, knowledge of a customer’s strategic plans and the
identities of contact persons within a customer’s organization; (iii) Holding
Co.’s marketing and development plans, business plans; and (iv) other
information proprietary to Holding Co.’s business. The Executive shall not, at
any time during or after his employment hereunder, use or disclose such
Confidential Information, except to authorized representatives of Holding Co.
or the customer or as required in the performance of his duties and
responsibilities hereunder. The Executive shall return all customer and/or
Holding Co. property, such as computers, software and cell phones, and
documents (and any copies including in machine or human-readable form), to
Holding Co. when his employment terminates. The Executive shall not be
required to keep confidential any information, which is or becomes publicly
available or is already in his possession (unless obtained from Holding Co. or
one of its customers). Further, the Executive shall be free to use and employ
his general skills, know-how and expertise, and to use, disclose and employ any
generalized ideas, concepts, know-how, methods, techniques or skills, including
those gained or learned during the course of the performance of any services
hereunder, so long as he applies such information without disclosure or use of
any Confidential Information.



          b. Work Product. The Executive agrees that all copyrights,
patents, trade secrets or other intellectual property rights associated with
any ideas, concepts, techniques, inventions, processes, or works of authorship
developed or created by him during his employment by Holding Co. and for a
period of six months thereafter, that (i) relate, whether directly or
indirectly, to Holding Co.’s actual or anticipated business, research or
development or (ii) are suggested by or as a result of any work performed by
the Executive on Holding Co.’s behalf, shall, to the extent possible, be
considered works made for hire within the meaning of the Copyright Act (17
U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and
remain the property of Holding Co. To the extent that any such Work Product
may not, under applicable law, be considered works made for hire, the Executive
hereby grants, transfers, assigns, conveys and relinquishes, and agrees to
grant, transfer, assign, convey and relinquish from time to time, on an
exclusive basis, all of his right, title and interest in and to the Work
Product to the Holding Co. in perpetuity or for the longest period otherwise
permitted by law. Consistent with his recognition of Holding Co.’s absolute
ownership of all Work Product, the Executive agrees that he shall (i) not use
any Work Product for the benefit of any party other than Holding Co. and (ii)
perform such acts and execute such documents and instruments as Holding Co. may
now or hereafter deem reasonably necessary or desirable to evidence the
transfer of absolute ownership of all Work Product to Holding Co.; provided,
however, if following ten days’ written notice from Holding Co., the Executive
refuses, or is unable, due to disability, incapacity, or death, to execute such
documents relating to the Work Product, he hereby appoints any of Holding Co.’s
officers as his attorney-in-fact to execute such documents



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on his behalf. This agency is coupled with an interest and is irrevocable
without Holding Co.’s prior written consent.



          c. Warranty. The Executive represents and warrants to Holding Co.
that (i) there are no claims that would adversely affect his ability to assign
all right, title and interest in and to the Work Product to Holding Co.; (ii)
the Work Product does not violate any patent, copyright or other proprietary
right of any third party; (iii) the Executive has the legal right to grant
Holding Co. the assignment of his interest in the Work Product as set forth in
this Agreement; and (iv) he has not brought and will not bring to his
employment hereunder, or use in connection with such employment, any trade
secret, confidential or proprietary information, or computer software, except
for software that he has a right to use for the purpose for which it shall be
used, in his employment hereunder.



          d. Non-Competition; Non Solicitation. The Executive agrees that
during his employment by Holding Co. (and for any period thereafter as provided
below), he shall not within the United States (i) engage, directly or
indirectly, whether as an employee, officer, director, consultant or otherwise,
in any activity that competes with Holding Co. or any of its affiliates in the
business of insurance; (ii) solicit, directly, or indirectly, whether as an
employee, officer, director, consultant or otherwise, any person or entity
which is then a customer or party to any insurance-related contract with,
Holding Co. and/or its affiliates or has been a customer or supplier or such a
party or solicited by Holding Co. and/or its affiliates in the preceding
two-year period, to divert their business to any entity other than Holding Co.
and/or its affiliates; (iii) solicit for employment, engage and/or hire,
whether directly or indirectly, any person who is then employed by Holding Co.
and/or its affiliates or engaged by Holding Co. and/or its affiliates as an
independent contractor or consultant; and/or (iv) encourage or induce, whether
directly or indirectly, any person who is then employed by Holding Co. and/or
its affiliates or engaged by Holding Co. and/or its affiliates as an
independent contractor or consultant to end his/her business relationship with
Holding Co. and/or its affiliates. If the Executive’s employment with Holding
Co. is terminated by the Executive other than for good reason pursuant to
paragraph 6.d, before the date on which the Term would have otherwise ended,
then the Executive shall continue to be subject to the restrictions contained
in this paragraph 7.d. through the date on which the Term would have otherwise
ended. If the Executive’s employment with Holding Co. is terminated for cause
pursuant to paragraph 6.c., then the Executive shall continue to be subject to
the restrictions contained in this paragraph 7.d through the longer of (A) one
year following such termination of employment, or (B) the period during which
the Term would have otherwise continued in effect. However, during such
period, the Executive will continue to be paid by the Holding Co. the
Executive’s Base salary, and any guaranteed bonus, if applicable, as provided
for in paragraph 4.b. The Holding Co., at its sole option, may choose to
terminate said payments at any time during the restricted period, at which time
the Executive shall no longer be subject to the restrictions contained in this
paragraph 7.d. If the Executive’s employment with Holding Co. is terminated
under any circumstances which result in any payments provided pursuant to
paragraph 6.f or 6.g., then the Executive shall continue to be subject to the
restrictions contained in this paragraph 7.d. through the longer of (A) one
year following such termination of employment, or (B) the period during which
Base Salary continues to be paid to the Executive pursuant to paragraph 6.f.,
if applicable, or (C) two years following a termination of employment under
circumstances resulting in payments provided pursuant to paragraph 6.g., if
applicable. However, the Executive, at his sole option,
may at any time during such period advise Holding



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Co. that Executive will
forfeit receipt of any further payments provided pursuant to paragraph 6.f. or
6.g., at which time the Executive will no longer be subject to the restrictions
contained in this paragraph 7.d.



          e. Injunctive Relief. The Executive acknowledges that a breach or
threatened breach of any of the terms set forth in this paragraph 7 shall
result in an irreparable and continuing harm to Holding Co. for which there
shall be no adequate remedy at law. Holding Co. shall, without posting a bond,
be entitled to obtain injunctive and other equitable relief, in addition to any
other remedies available to Holding Co.



          f. Essential and Independent Agreements. It is understood by the
parties hereto that the Executive’s obligations and the restrictions and
remedies set forth in this paragraph 7 are essential elements of this Agreement
and that but for his agreement to comply with and/or agree to such obligations,
restrictions and remedies, Holding Co. would not have entered into this
Agreement or employed (or continued to employ) him. The Executive’s
obligations and the restrictions and remedies set forth in this paragraph 7 are
independent agreements and the existence of any claim or claims by him against
Holding Co. under this Agreement or otherwise will not excuse his breach of any
of his obligations or affect the restrictions and remedies set forth under this
paragraph 7.



          g. Survival of Terms; Representations. The Executive’s obligations
under this paragraph 7 hereof shall remain in full force and effect
notwithstanding the termination of his employment. He acknowledges that he is
sophisticated in business, and that the restrictions and remedies set forth in
this paragraph 7 do not create an undue hardship on him and will not prevent
him from earning a livelihood. He further acknowledges that he has had a
sufficient period of time within which to review this Agreement, including this
paragraph 7, with an attorney of his choice and he has done so to the extent he
desired. The Executive and Holding Co. agree that the restrictions and
remedies contained in this paragraph 7 are reasonable and necessary to protect
Holding Co.’s legitimate business interests regardless of the reason for or
circumstances giving rise to such termination and that he and Holding Co.
intend that such restrictions and remedies shall be enforceable to the fullest
extent permissible by law. The Executive agrees that given the scope of
Holding Co.’s business and the sophistication of the information highway, any
further geographic limitation on such remedies and restrictions would deny
Holding Co. the protection to which it is entitled hereunder. If it shall be
found by a court of competent jurisdiction that any such restriction or remedy
is unenforceable but would be enforceable if some part thereof were deleted or
modified, then such restriction or remedy shall apply with such modification as
shall be necessary to make it enforceable to the fullest extent permissible
under law. 



     8. Successors. This Agreement and the Executive’s performance
hereunder are personal to the Executive and shall not be assignable by the
Executive. Holding Co. may assign this Agreement to any affiliate or to any
successor to all or substantially all of the business and/or assets of Holding
Co., whether directly or indirectly, by purchase, merger, consolidation,
acquisition of stock, or otherwise. This Agreement shall inure to the benefit
of and be binding upon Holding Co. and its successors and assigns. However,
any such assignment by Holding Co. shall still be subject to the Executive’s
rights under paragraph 6.g.



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     9. Miscellaneous.



          a. Waiver; Amendment. The failure of a party to enforce any term,
provision, or condition of this Agreement at any time or times shall not be
deemed a waiver of that term, provision, or condition for the future, nor shall
any specific waiver of a term, provision, or condition at one time be deemed a
waiver of such term, provision, or condition for any future time or times.
This Agreement may be amended or modified only by a writing signed by both
parties hereto.



          b. Governing Law; Jurisdiction; No Jury Trial. This Agreement shall
be governed and construed in accordance with the laws of the State of Illinois
without giving effect to principles of conflicts of law. Each party hereby
irrevocably submits to the non-exclusive jurisdiction of the state and federal
courts sitting in the State of Illinois, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



          c. Tax Withholding. The payments and benefits under this Agreement
may be compensation and as such may be included in either the Executive’s W-2
earnings statements or 1099 statements. Holding Co. may withhold from any
amounts payable under this Agreement such federal, state or local taxes as
shall be required to be withheld pursuant to any applicable law or regulation.



          d. Paragraph Captions. Paragraph and other captions contained in
this Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.



          e. Severability. Each provision of this Agreement is intended to
be severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the validity
of the remainder of this Agreement.



          f. Integrated Agreement. This Agreement constitutes the entire
under-standing and agreement between the parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements, understandings,
memoranda, term sheets, conversations and negotiations.



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          g. Interpretation; Counterparts. No provision of this Agreement is
to be interpreted for or against any party because that party drafted such
provision. For purposes of this Agreement: “herein, “hereby,” “hereinafter,”
“herewith,” “hereafter” and “hereinafter” refer to this Agreement in its
entirety, and not to any particular subsection or paragraph. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same instrument.



          h. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered by hand
delivery, or by facsimile (with confirmation of transmission), or by overnight
courier, or by registered or certified mail, return receipt requested, postage
prepaid, in each case addressed as follows:



	 	 	 
	 

	 	If to the Executive:
	 
	 	 
	

	 	Gary J. Ferguson
	

	 	P.O. Box 374
	

	 	Cave Creek, AZ 85327
	

	 	Facsimile: (480) 488-7105 (call first)
	 
	 	 
	

	 	If to Holding Co.:
	 
	 	 
	

	 	Specialty Underwriters’ Alliance, Inc.
	

	 	8585 Stemmons Freeway
	

	 	Suite 200, South Freeway
	

	 	Dallas, TX 75247
	

	 	Facsimile: (214) 689-1877
	 
	 	 
	

	 	with copies to:
	 
	 	 
	

	 	Stroock & Stroock & Lavan LLP
	

	 	180 Maiden Lane
	

	 	New York, New York 10038-4982
	

	 	Attention: William W. Rosenblatt
	

	 	Facsimile: 212-806-6006






or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by addressee.




          i. No Limitations. The Executive represents that his employment by
Holding Co. hereunder does not conflict with, or breach any confidentiality,
non-competition or other agreement to which he is a party or to which he may be
subject.



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     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date first above written.


	 	 	 	 	 
	 	SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

 	 
	 	By:  	/s/ Courtney C. Smith
 	 
	 	 	Name:  	Courtney C. Smith 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	                  /s/ Gary J. Ferguson
 	 
	 	Gary J. Ferguson 	 
	 	 	 
	 





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