EX-10.48






Exhibit 10.48




AMENDMENT NO. 5

TO THE

SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

PARTNER AGENT PROGRAM AGREEMENT



This amendment (“Amendment”) is made and entered into as of April 10, 2008 by and between
American Team Managers (“ATM”) and Specialty Underwriters’ Alliance, Inc. and its wholly owned
subsidiary SUA Insurance Company, and amends the Partner Agent Program Agreement (“Agreement”)
entered into by the parties on May 1, 2004, as amended. 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 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. Any capitalized terms not defined herein shall be defined as in
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 wish to amend the Agreement as
follows:





	 	1.	 	Effective March 1, 2008 the Maximum Rate of Commission, as listed in Exhibit A, Section A shall
be deleted in its entirety and replaced with the following:





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Maximum Rate of	 	 
	 	 	 	 	Commission effective	 	Maximum Rate of
	 	 	 	 	January 1, 2008 through 	 	Commission effective
	Program Description	 	Line of Business	 	February 29, 2008	 	March 1, 2008
	Artisan and General
Contractor in the states
specifically described in
the underwriting guidelines
of the Company

	 	General Liability and
Commercial Automobile
Liability and Physical Damage
	 	20%			 	20%		
	 
	 	 	 	 	 	 	 	 	 	 
	E-Comp. in the states
specifically described in the
underwriting guidelines of
the Company

	 	Workers’ Compensation
	 	15%			 	18%		
	 
	 	 	 	 	 	 	 	 	 	 
	Transportation operations 

in the territories specifically 

defined in the 

underwriting guidelines

	 	Commercial General Liability
Commercial Automobile
Liability and Physical Damage
	 	15%			 	18%		







	 	2.	 	Effective January 1, 2008 through February 29, 2008, within a reasonable time following the end
of each of Company’s fiscal quarter, Company shall pay Partner Agent two percent (2%) of Eligible
Earned Premium.
	 
	 	3.	 	Effective March 1, 2008, within a reasonable time following the end of each of Company’s fiscal
quarter, Company shall pay Partner Agent a percentage of Eligible Earned Premium in accordance with
the following schedule:





	 	 	 	 	 
	Program	 	Profit Sharing Factor
	Contractor General Liability

	 	 	2	%
	E-Comp

	 	 	1	%
	Trucking

	 	 	0	%






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	 	4.	 	No future amounts shall be owed in accordance with any exhibits that existed under the Agreement
prior to the execution of this Amendment.
	 
	 	5.	 	Exhibit B attached hereto shall be added to the Agreement and shall be used for all profit
sharing calculations for Profit Sharing Periods beginning after January 1, 2008 (“Effective Date”).
All profit sharing calculations for Profit Sharing Years prior to 2008 shall be zero (0) and no
profit sharing shall hereafter be owed.




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.

SUA INSURANCE COMPANY

 


	By:

	 	/s/ Daniel A. Cacchione	 	 
	Name:

	 	 

Daniel A. Cacchione
	 	 
	Title:

	 	Vice President and 
 Chief Underwriting Officer	 	 
	 
	 	 	 	 
	AMERICAN TEAM MANAGERS
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Chris Michaels  	 	 
	Name:

	 	 

Chris Michaels
	 	 
	Title:

	 	CEO	 	 







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EXHIBIT B

PROFIT SHARING SCHEDULE



The Profit Sharing Due to Partner Agent will be calculated using the following Tables:




Table I

Annual Profit Share

Profit Sharing Year [     ]




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Premium
	 	 	 	 	 	 
	1.
	 	Eligible Earned Premium before write off for Profit Sharing Year	 	$	 	 
	 
	 	 	 	 	 	 
	2.
	 	Premium Written Off	 	$	 	 
	 
	 	 	 	 	 	 
	3.
	 	Eligible Earned Premium	 	$	 	 
	 
	 	 	 	 	 	 
	 
	 	(Line 1 minus Line 2)	 	 	 	 
	 
	 	 	 	 	 	 
	Expenses	 	 	 	 
	4.
	 	Losses and ALAE Incurred for Profit Sharing Year	 	$	 	 
	 
	 	 	 	 	 	 
	5.
	 	TPA Claims Fee for Profit Sharing Year	 	$	 	 
	 
	 	 	 	 	 	 
	6.
	 	Claims Charge for Profit Sharing Year	 	$	 	 
	 
	 	 	 	 	 	 
	7.
	 	IBNR Charge for Profit Sharing Year	 	$	 	 
	 
	 	 	 	 	 	 
	8.
	 	Commissions Incurred for Profit Sharing Year	 	$	 	 
	 
	 	 	 	 	 	 
	9.
	 	Taxes, Licenses and Fees for Profit Sharing Year	 	$	 	 
	 
	 	 	 	 	 	 
	10.
	 	Operating Charge	 	$	 	 
	 
	 	 	 	 	 	 
	11.
	 	Dividends Incurred for Profit Sharing Year	 	$	 	 
	 
	 	 	 	 	 	 
	12.
	 	Expense Total (Sum of Lines 4, 5, 6, 7, 8, 9, 10 and 11)	 	$	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Profit Sharing Year Result	 	 	 	 
	13.
	 	Profit Sharing Year Result	 	$	 	 
	 
	 	 	 	 	 	 
	 
	 	(Line 3 minus line 12)	 	 	 	 
	 
	 	(Can be negative)	 	 	 	 
	14.
	 	Profit Sharing Factor	 	 	 	*
	 
	 	 	 	 	 	 
	15.
	 	Profit to be Shared	 	$	 	 
	 
	 	 	 	 	 	 
	 
	 	(Line 13 times Line 14)	 	 	 	 
	 
	 	(Can be negative)	 	 	 	 
	16.
	 	Payout Factor	 	 	 	%
	 
	 	 	 	 	 	 
	17.
	 	Result (Line 17 times Line 18)	 	$	 	 
	 
	 	 	 	 	 	 
	 
	 	(Can be Negative)	 	 	 	 






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Based on this Table, the Partner Agent’s Combined Ratio is ___% (line 12 divided by line 3).
The maximum Profit Sharing due the Partner Agent will be limited to 2% of Eligible Earned Premium
per Profit Sharing Year.



A minimum total Eligible Written Premium of twenty million dollars ($20,000,000) and minimum
Eligible Written Premium of five million dollars ($5,000,000) for each program must be achieved
during the Profit Sharing Year to be paid out under the profit sharing calculation. The profit
sharing calculation will be completed regardless of whether Partner Agent meets its minimum
requirements.





 





*    Profit Sharing Factor shall be equal to the following:




	 	 	 	 	 
	Combined Ratio	 	Profit Sharing Factor
	Less than or equal to 86%

	 	 	2	%
	87% to 90%

	 	 	1	%
	91% or greater

	 	 	0	%






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 Defined Terms Used in Table I





	A.	 	“Claims Charge” shall be a designated amount determined by Company based on unallocated loss
adjustment expense for the current Profit Sharing Year.
	 
	B.	 	“Combined Ratio” shall mean the ratio of Expense Total to Eligible Earned Premium.
	 
	C.	 	“Commissions Incurred” shall include the direct commissions and policy fees (if included in
Eligible Earned Premium) incurred by Company for the Profit Sharing Year, relating to Eligible
Earned Premium. Additionally, Company shall add to such total any amounts or expenses of
Partner Agent which Company agrees to reimburse, assume, or share.
	 
	D.	 	“Dividends Incurred” shall include all dividends incurred (paid plus an estimate of accrued
but not paid) for the Profit Sharing Year by Company.
	 
	E.	 	“Eligible Earned Premium” shall mean direct premium earned for Profit Sharing Year less
earned premium ceded (less ceding commission earned) for reinsurance.
	 
	F.	 	“Eligible Written Premium” shall mean direct premium written for Profit Sharing Year.
	 
	G.	 	“Expense Total” shall mean the sum of the following: Losses and ALAE Incurred for Profit
Sharing Year; TPA Claims Fee for Profit Sharing Year; Claims Charge for Profit Sharing Year;
IBNR Charge for Profit Sharing Year; Commissions Incurred for Profit Sharing Year; Taxes,
Licenses and Fees for Profit Sharing Year; Operating Charge; and Dividends Incurred for Profit
Sharing Year.
	 
	H.	 	“Final Profit Sharing Year” shall mean the Profit Sharing Year in which this Agreement is
terminated.
	 
	I.	 	“IBNR Charge” shall be determined solely by Company and shall include a provision for the
reserve for Losses and ALAE Incurred but not reported during the Profit Sharing Year, which
reserve shall include development on losses and ALAE already reported to Company less losses
for IBNR ceded.
	 
	J.	 	“Losses and ALAE Incurred” shall be direct losses and expenses incurred (paid plus case
reserves) less Losses and ALAE Incurred ceded for reinsurance by Company on claims reported
for the Profit Sharing Year relating to Eligible Earned Premium, excluding unallocated loss
adjustment expense, plus any extra contractual or bad faith payments or reserves.
	 
	K.	 	“Operating Charge” shall be a designated amount for the current Profit Sharing Year.
Operating Charge shall be determined solely at Company’s discretion and shall be based on the
operating expenses of Company not included in any of the line items described herein.
	 
	L.	 	“Payout Factor” shall be calculated according to the following chart for Table I:





PROFIT SHARING AGREEMENT




PAYOUT FACTORS




	 	 	 
	1st Valuation
	 	20%
	2nd Valuation
	 	40%
	3rd Valuation
	 	60%
	4th Valuation
	 	80%
	5th Valuation
	 	100%






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	M.	 	“Premium Written Off” shall include any premium due Company which Company has charged off as
uncollectible for the Profit Sharing Year.
	 
	N.	 	“Profit Sharing Year” shall mean January 1 to December 31, except for the initial Profit
Sharing Year which shall be from the Effective Date to December 31.
	 
	O.	 	“Taxes, Licenses and Fees” shall include any loss based or premium based assessments and any
expenses relating thereto, and premium taxes, boards, bureaus, and any miscellaneous taxes
including insurance department licenses and fees, relating to Eligible Earned Premium.
	 
	P.	 	“TPA Claims Fee” shall be third party claims fees incurred by Company on behalf of the
Partner Agent for the current Profit Sharing Year.
	 
	Q.	 	“Valuation Date” shall mean June 30 of each year for each Profit Sharing Year and sixty (60)
days following each Profit Sharing Year. Except as otherwise set forth below, Company shall
continue providing calculations for each Profit Sharing Year through the June 30 of each
successive year following termination of this Agreement, the Final Profit Sharing Year, or
until the parties mutually agree in writing to close the calculations for a particular Profit
Sharing Year or Profit Sharing Years.





Timing of Calculation of Profit Sharing Due





	A.	 	If Partner Agent meets the Minimum Eligible Written Premium requirements for profit sharing,
Company shall calculate Profit Sharing Due to Partner Agent for the applicable profit sharing
period based on Company’s records. Such calculation shall be provided to Partner Agent sixty
(60) days after each the Valuation Date for each Profit Sharing Year.
	 
	B.	 	Each Annual Profit Sharing calculation will include a separate re-calculation of each prior
Profit Sharing Year. Re-calculations for each prior Profit Sharing Year will be as of the
current Valuation Date, and will be made utilizing the formula set forth in Table I.
	 
	C.	 	Provided that all premium or other amounts due Company shall have been received by Company,
within sixty (60) days after completion of the calculation of Profit Sharing Due, Company
shall pay the amount of Profit Sharing Due to Partner Agent for the applicable profit sharing
period.





Term and Termination



These profit sharing schedules will terminate upon the effective date of termination of this
Agreement. The Final Profit Sharing Year under this Agreement will be the Profit Sharing Periods
ending as of the effective date of termination.



In the event this Agreement is terminated prior to the fifth anniversary of the Effective Date by
the Partner Agent, Company shall provide no further Profit Sharing calculations. In the event that
this Agreement is terminated prior to the fifth anniversary of the Effective Date by Company in
accordance with Section VIII (D), Company shall provide no further Profit Sharing calculations.




General



No charge, offset, credit, or deduction for any Profit Sharing which is or may be due Partner Agent
shall be made or claimed by Partner Agent in accounts submitted to Company under this Agreement or
any other agreement. Profit Sharing Due shall be payable only by Company’s check. Company may
combine or offset any amount owed to Partner Agent by Company hereunder against any amount owed to
Company by Partner Agent under any other agreement between the parties.





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