EX-10.51






Exhibit 10.51




FIRST AMENDMENT

TO THE

CHANGE IN CONTROL AGREEMENT




     This First Amendment to the Change in Control Agreement (“Amendment”) is made and entered into
as of March 3, 2009 by and between Specialty Underwriters’ Alliance, Inc., a Delaware corporation,
and its subsidiaries and affiliates (the “Company”) and Daniel A. Cacchione (the “Employee”), and
amends the Change in Control Agreement (“Agreement”) entered into by the parties on April 7, 2008.
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.



RECITALS




     WHEREAS, the Employee received a promotion from Vice President to Senior Vice President
January 1, 2009; and



     WHEREAS, the Company has different terms for its change in control agreements with its Senior
Vice Presidents than it does with its Vice Presidents; and



     WHEREAS, the Company desires to conform the Employee’s Agreement to its other change in
control agreements entered into with other Senior Vice Presidents;



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




	1.	 	Section (A)(i) shall be deleted in its entirety and replaced with the following:
	 
	 	 	“The Company shall pay to the Employee an amount equal to the sum of (a) two times the
Employee’s annual base salary and (b) any unreimbursed business expenses or other amounts
due to the Employee from the Company as of the Employee’s date of termination.”






	2.	 	No Right to Employment. No provision of this Amendment shall give Employee any right
to continue in the employ of the Company or any of its Affiliates, create any inference as to
the length of employment of Employee, affect the right of the Company or its Affiliates to
terminate the employment of Employee, with or without cause, or give Employee any right to
participate in any employee welfare or benefit plan or other program of the Company or any of
its Affiliates.






	3.	 	Governing Law. This Amendment will be governed by, and construed and enforced in
accordance with, the laws of the State of Illinois without giving effect to any principles of
conflict of laws. 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 Amendment 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.
	 
	4.	 	Binding Effect. This Amendment will be binding upon and inure to the benefit of
Employee, the Company, and their respective successors and permitted assigns. The Company
will be entitled to assign its rights and duties under this Amendment provided that the
Company will remain liable to Employee should such assignee fail to perform its obligations
under this Amendment.
	 
	5.	 	No Strict Construction. The language used in this Amendment will be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of strict
construction will be applied against any person.
	 
	 	 	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:

	 	 
 

	 	 
	Name:

	 	Courtney C. Smith	 	 
	Title:

	 	President & Chief Executive Officer	 	 
	 
	 	 	 	 
	EMPLOYEE	 	 
	 
	 	 	 	 
	By:

	 	 
 

	 	 
	Name:

	 	Daniel Cacchione	 	 
	Title:

	 	Senior Vice President &
 Chief Underwriting Officer	 	 








2