CHANGE IN CONTROL AGREEMENT

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) made as of April 7, 2008 between Specialty Underwriters’ Alliance, Inc., a Delaware corporation, and its subsidiaries and affiliates (the “Company”), and Daniel J. Rohan (the “Employee”).

W I T N E S S E T H :

WHEREAS, the Employee has had a valued association with the Company and on the date hereof is a Vice President and the Controller of the Company; and

WHEREAS, the Employee’s expertise and service to the Company have been of an extraordinary character and of particular importance to the Company; and

WHEREAS, the Company wishes to retain the Employee’s services and allow him to devote his undivided attention to the affairs of the Company by providing a benefit to the Employee in the event of a “change in control” of the Company;

NOW, THEREFORE, for the reasons set forth above, and in consideration of the mutual covenants and promises of the parties hereto, the Company and the Employee agree as follows:

SECTION ONE
SEVERANCE BENEFITS

(A) If the Employee’s employment is terminated by the Company without Cause or the Employee terminates his employment for Good Reason upon or within twenty-four months following the occurrence of a Change in Control (such twenty-four-month period following the occurrence of the Change in Control being hereinafter referred to as the “Benefit Trigger Period”), the following benefits shall be provided to the Employee:

(i) The Company shall pay to the Employee an amount equal to the sum of (a) 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.

(ii) All stock options, restricted stock awards or other types of equity-based compensation then held by the Employee which were not previously vested or exercisable shall become fully vested and/or exercisable, as of the date of such termination of employment.

In consideration of the above benefits, and as a condition of the receipt thereof, the Employee agrees to execute a release releasing the Company and its Affiliates from all actions, claims, demands, causes of action, obligations, damages, liabilities, expenses and controversies of any

nature, excluding those arising in connection with the enforcement of the Employee’s indemnification rights (if any).

(B) If, within the Benefit Trigger Period, the Employee’s employment is terminated by the Company for Cause, by the Employee without Good Reason, or because of the Employee’s death or Disability, or if such employment is terminated for any reason following the expiration of the Benefit Trigger Period, no benefits shall be provided to the Employee pursuant to this Agreement.

(C) For purposes of this Agreement, the following terms shall have the meanings set forth below, unless the context clearly indicates otherwise:

(i) “Affiliate” means, with respect to any person or entity, any other person or entity who directly or indirectly through one or more intermediaries controls, is cotnrolled by, or is under common control with such person or entity; “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of a person or entity whether through ownership of voting securities, by contract or otherwise.

(ii) “Change in Control” shall mean the occurrence of any of the following:

(a) any “person” or group of “persons” (as the term “person” is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“Person”), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) direct or indirect beneficial ownership of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company (provided that acquisitions by the Executive or any existing stockholder of the Company owning more than 20% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose);

(b) a merger or consolidation of the Company with any other corporation is consummated, other than a merger or consolidation which resulted in all or substantially all of the holders of the Company’s voting securities immediately prior thereto continuing to hold at least 50% of the combined voting power of the outstanding voting securities of the Company or of the surviving entity immediately after such merger or consolidation;

(c) the Board of Directors of the Company approves a plan of complete liquidation of the Company or the Company is sold or all or substantially all of the Company’s assets are sold or disposed of other than any such sale or disposition where all or substantially all of the holders of the Company’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; or

(d) individuals who, on the date following the date of the Company’s 2007 annual meeting of stockholders, are directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the directors; provided, however, that if the appointment or election (or nomination for election) of any new director was approved or recommended by a majority vote of the Incumbent Board, such new director shall be considered a member of the Incumbent Board, unless such new director’s initial assumption of office occurs as a result of or in connection with either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended) or other actual or threatened solicitation of proxies or consents by or on behalf of an entity other than the Incumbent Board.

Notwithstanding the foregoing, for purposes of clause (a), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly) the management and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (b), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (i) to a stockholder in exchange for his stock, (ii) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (iii) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership.

(iii) The Employee’s employment shall be deemed to have been terminated for “Cause” if his employment is terminated because the Employee (a) has 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; (b) has committed an act constituting a breach of fiduciary duty, gross negligence or willful misconduct; (c) has engaged in conduct that violated the Company’s then existing material internal policies or procedures and which is detrimental to the business, reputation, character or standing of the Company or any of its affiliates; (d) has committed an act of fraud, self dealing, conflict of interest, dishonesty or misrepresentation; or (e) has materially breached the duties of his employment. Notwithstanding the foregoing, termination for Cause shall occur only if the Company shall have given written notice to the Employee specifying the nature of the breach or behavior, and, if the termination for Cause is pursuant to clauses (b), (c) or (e) of this subsection, the Employee fails to correct (if correctable) such breach or behavior as soon as practicable thereafter but no later than ten days after receipt of the applicable notice, provided that there shall be only one notice and opportunity to correct with respect to clauses (b), (c) or (e) of this subsection.

(iv) “Disability” shall mean the Employee is incapacitated or disabled (as determined by a physician mutually acceptable to the Company and the Employee) by accident, sickness or otherwise so as to render him mentally or physically incapable of performing the services requested to be performed by him for an aggregate period of 180 days or more during any twelve month period (whether or not consecutive and after using up any accrued vacation time).

(v) “Good Reason” shall mean, after written notice setting forth the alleged Good Reason by the Employee to the Company, and the expiration of a 60-day cure period, there continues to be: (a) a material adverse change in the Employee’s title, position or responsibilities; and/or (b) a material reduction of the Employee’s base salary.

SECTION TWO
PAYMENT LIMITATION

Notwithstanding any other provision of this Agreement to the contrary, if the benefits and payments provided under this Agreement, either alone or together with other benefits and payments which the Employee has the right to receive either directly or indirectly from the Company or any of its affiliates, would constitute an excess parachute payment (the “Excess Payment”)