Securities Purchase Assignment and Assumption Agreement

Exhibit 10.8

Securities Purchase
Assignment and Assumption Agreement

     This Securities Purchase Assignment and Assumption Agreement (the “Agreement”) is made and entered into as of June 10, 2009 by and between Risk Transfer Holdings, Inc. (“RTH”), Risk Transfer Programs, LLC (“RTP”) and Specialty Underwriters’ Alliance, Inc. (the “Company”).

     WHEREAS, RTH wishes to transfer to RTP the rights, authority and obligations as Partner Agent, as defined by the Amended and Restated SUA Insurance Company Partner Agent Program Agreement (the “Partner Agent Agreement”) dated June 10, 2009 and entered into by the Company and RTH;

     WHEREAS, in connection with the Partner Agent Agreement, RTH entered into an Amended and Restated Securities Purchase Agreement with SUA Insurance Company dated June 10, 2005, as amended (the “Securities Purchase Agreement”), pursuant to which RTH purchased 131,014 shares of Class B common stock, par value $0.01 per share (the “Class B Shares”), for $1 million;

     WHEREAS, it is the policy of the Company to require each of its Partner Agents to have an equity investment in the Company;

&nbs