AMENDED AND RESTATED SUA INSURANCE COMPANY PARTNER AGENT PROGRAM AGREEMENT

I.

AUTHORITY

1.

To solicit, receive, and bind proposals for commercial lines insurance in accordance with the Company Guidelines.

2.

To pre-screen applications and estimate rates and/or premiums in accordance with the Company Guidelines.

3.

To endorse in-force policies in accordance with Company Guidelines.

4.

To collect, receive, account for, and pay to Company, premiums on policies written by Company, and to refund to the policyholder or insured, as appropriate (or to Company if requested by Company), return premiums as provided in the applicable policy.

5.

To issue, countersign (where necessary), and deliver policies executed by authorized officers of Company.

6.

To effect conditional renewals, cancellation and non-renewal of policies in accordance with Company Guidelines and applicable law.

D.

Company shall have the right to reject any application or business submitted by Partner Agent or to modify, cancel, or refuse to renew any policies written by Company hereunder by giving Partner Agent written notice of effective date of changes that would affect this business.

E.

Partner Agent shall, within twenty (20) calendar days of the inception of coverage, provide to Company all data and statistical information relating to the underwriting of accounts. Partner Agent is authorized to issue binders, certificates or other evidence of insurance.

F.

With 30 days notice, the Company Guidelines may be amended or new Company Guidelines may be adopted at the Company’s discretion without the need to amend this Agreement, provided, however, that amendments to the (i) Collateral Management and Accounting or (ii) Premiums and Accounting Process Guidelines of the Company Guidelines may be adopted by the Company in its discretion only with 90 days notice. Such amendments or new Company Guidelines will be provided to the Partner Agent in writing and must be implemented by Partner Agent in accordance with Company’s instructions. Partner Agent will be provided the opportunity to discuss any changes to Company Guidelines. Company will give Partner Agent reasonable notice in which to enact such changes.

G.

Company retains the right to modify, cancel, conditionally renew or non-renew any and all policies solely in Company’s discretion.

H.

Partner Agent has no authority to solicit, negotiate or place any reinsurance on behalf of Company.

A.

Partner Agent represents and warrants that (i) Partner Agent has any and all ownership or other rights in the business contemplated herein necessary to place such business with Company under this Agreement; (ii) Partner Agent placing business under this Agreement is not in violation of any duty or obligation owed to any other entity or person; and (iii) Partner Agent is, and will continue to be, authorized and licensed to perform all acts set out in this Agreement while providing services under this Agreement.

B.

The Programs that are the subject of this agreement, more specifically described in Exhibit A , shall be exclusive for both the Company and the Partner Agent. In the event that a conflict exists as to whether Partner Agent is authorized to represent an existing or prospective policyholder, when required by law the Company will honor the policyholder’s written producer of record designation signed by the policyholder. Notwithstanding the foregoing, Company shall be under no obligation to honor a written producer of record designation from a policyholder before accepting business from a designated Partner Agent, and Company’s determination of which agent of Company represents Company with regard to a particular policyholder shall be final and binding. Furthermore, if the Company cannot come to terms on the specific risk (potential or existing customer) due to price, location, or other underwriting reason, the Partner Agent may place the business with another carrier; the underwriting file for that specific risk must be documented as to why it was not placed with the Company. An email delivered to the Company Program Director and stored in a physical file shall be considered sufficient documentation for the purposes of this subsection. The Partner Agent and Company further agree that the Company will have first right of refusal on any account meeting the specific program’s underwriting guidelines.

C.

Partner Agent shall be responsible for compliance with all applicable state and federal laws, regulations, rules, and requirements relating to the performance of Partner Agent’s obligations and the general standards, rules, and regulations of the insurance industry and all Company Guidelines as provided by Company in writing.

D.

Partner Agent shall keep true, separate, accurate, and complete records of all transactions related to the policies and all correspondence.

E.

All records and documents applicable to the business relationship between Company and Partner Agent shall be maintained in a form and manner prescribed by the Company’s Records Retention Policy (“Policy”), which has been provided to the Partner Agent. Records must be maintained for the time period outlined in the Policy.

F.

All records and documents of Partner Agent relating to the business described in Exhibit A may be audited, examined, and/or copied by representatives of Company at any time during normal business hours and shall be made available for examination to reinsurers, or to any state insurance department or regulatory body which so requires. Additionally, Partner Agent shall permit authorized employees and representatives of Company to review the operations of Partner Agent, both at its place of business and at other locations during business hours upon ten (10) days written notice by Company.

G.

Partner Agent shall notify Company within forty-eight (48) hours of notice or receipt of any complaint filed with any state insurance department or other regulatory authority relating to the policies, whether against Company or Partner Agent. The parties will work together to promptly and adequately respond to any such complaint. If requested by Company, Partner Agent shall prepare a response to any such complaint or, at Company’s discretion, provide a complete written account to Company such that Company can respond; however, no response shall be sent by Partner Agent prior to consulting with Company regarding such response. Company retains the final authority on all responses relating to complaints against Company. Company may establish formal complaint handling procedures for Partner Agent to follow which are consistent with the requirements set forth herein.

H.

Partner Agent shall not contact any state insurance department or other regulatory authority, directly or indirectly, with regard to Company’s business without the prior written consent of Company. Partner Agent shall notify Company immediately in the event that Partner Agent receives any contact from any such department or authority with regard to Company’s business.

I.

Partner Agent shall utilize automated business processing through Company’s centralized technology system (“Company System”).

J.

If Company provides access to Company information or networks through computer access, Partner Agent shall be responsible for maintaining the security and integrity of such information and of Company’s systems over those elements that the Partner Agent can control. Partner Agent shall not introduce into Company’s systems any virus or other harmful agent. Partner Agent shall be responsible for assuring the quality of policy, premium, accounting and statistical data submitted to Company consistent with Company standards. Partner Agent agrees to adhere to the terms and conditions governing Partner Agent’s use of any existing Company website or any website Company may own, make available, operate, acquire, use from time to time, create or sponsor in the future, and related services available under any such website. These terms and conditions regarding use of any website or the content of any website may change with prior notice provided to the Partner Agent. Partner Agent’s use of these

websites constitutes agreement to the terms and conditions that exist at each point in time Partner Agent uses any such website. Partner Agent may not use the name, logo, or service mark of Company or any of its affiliates in any advertising, promotional material, internet site, or in any material disseminated by Partner Agent without the prior written consent of Company. Partner Agent shall maintain copies and provide an original to Company of any advertisement or other materials approved by Company along with full details concerning where, when, and how it was used. Use of any authorized item shall be limited to the scope of the current request and approval, unless specifically authorized for broader use by Company. Partner Agent must obtain re-authorization of all items should Partner Agent change such advertisements or other materials in appearance and/or content.

K.

All expenses associated with Partner Agent’s performance hereunder shall be the responsibility of Partner Agent, including but not limited to general office expenses, automation expenses, systems integration expenses, marketing expenses, broker, producer, or countersigning commissions, fees, and taxes.

L.

Partner Agent agrees to protect Company’s ‘Confidential Information’ from disclosure to third parties. ‘Confidential Information’ shall mean Company originated information that is not readily available to the general public to include, but not limited to, rating manuals that have been prepared or generated by the Company, forms that have been prepared or generated by the Company, Company Guidelines, underwriting records that have been prepared or generated by the Company, and management reports that have been prepared or generated by the Company. All Confidential Information, that has not previously been destroyed, shall be returned to the party that originated that Confidential Information immediately upon written request that specifically describes the information or documentation to be returned. ‘Company Guidelines’ shall mean any Program description, underwriting guidelines, system templates, service standards, system forms, rates and authority limits provided by Company to Partner Agent. Company Confidential Information does not include any information that: (a) is in the public domain or hereafter becomes known to the public through no fault of either party; (b) is subsequently obtained from an independent, third-party source having no obligation of confidentiality, directly or indirectly, to Company; or (c) the disclosure of which is required by law. If a possibility exists that disclosure may be ordered by a court of law, Partner Agent shall give the Company at least thirty (30) days prior written notice of such possibility so that Company may have the opportunity to contest such disclosure.

M.

Partner Agent agrees that Partner Agent and its employees, agents, and representatives are (i) aware of the sensitive and proprietary nature of any and all information each may receive with regard to applicants, policyholders, beneficiaries of policies, and claimants (the “3 ^rd Party Confidential Information”); and (ii) aware of and will comply with: (a) any and all applicable laws, regulations, rules, and requirements relating to the 3 ^rd Party Confidential Information; (b) the general standards, rules, and regulations of the insurance industry relating to the 3 ^rd Party Confidential Information; and (c) all written instructions provided to Partner Agent from time to time by Company relating to the 3 ^rd Party Confidential Information. Partner Agent shall comply with Company’s privacy policies and shall hold all 3 ^rd Party Confidential Information in trust and confidence in compliance with Company’s privacy policy, and shall use the 3 ^rd Party Confidential Information only for the purpose contemplated in this Agreement. Partner Agent agrees that it shall immediately refer any question concerning any aspect of Company’s privacy policy to Company for resolution.

N.

If requested by Company, Partner Agent agrees to become a member of Company’s Partner Agent committee (“Partner Agent Advisory Committee”). Partner Agent or appropriate designee shall attend all meetings of the Partner Agent Advisory Committee, provide input at such meetings, and cooperate fully with the Partner Agent Advisory Committee in all aspects.

O.

Partner Agent agreed to purchase a certain amount of Class B exchangeable common stock (“Partner Agent Stock”) as more specifically outlined in the Securities Purchase Agreement dated as of the date hereof by and between the Company and the Partner Agent (“Securities Purchase Agreement”) which is hereby incorporated by reference as an integral part of this Agreement. Company warrants that, as of October 2006, Partner Agent has satisfied such purchase obligation as provided for in the Securities Purchase Agreement.

P.

Partner Agent shall cooperate with Company’s implementation and execution of loss control and premium audit functions which includes billing, collection and remittance or return of any and all premium due.

A.

Company shall act in accordance with the terms of this Agreement and will pay Partner Agent a commission in accordance with Exhibit A (“Commission”) and a share of profits in accordance with Exhibit B (“Profit Sharing” which, together with “Commission”, is the “Compensation”) attached hereto and referenced herein. Partner Agent shall be responsible for paying any compensation due to its sub producers.

B.

Company shall provide for the payment of all excise taxes, premium taxes (except surplus lines taxes) and assessments.

C.

Company shall appoint Partner Agent as required by various state laws and regulations.

D.

Company will develop and maintain Company System.

E.

Company agrees to protect Partner Agent’s ‘Confidential Information’ from disclosure to third parties. ‘Confidential Information’ shall mean Partner Agent originated information that is not readily available to the general public to include, but not limited to, rating manuals that have been prepared or generated by the Partner Agent, forms that have been prepared or generated by the Partner Agent, underwriting records that have been prepared or generated by the Partner Agent, and management reports that have been prepared or generated by the Partner Agent. All Confidential Information, that has not previously been destroyed, shall be returned to the party that originated that Confidential Information immediately upon written request that specifically describes the information or documentation to be returned.

F.

Company agrees that Company and its employees, agents, and representatives are (i) aware of the sensitive and proprietary nature of any and all information each may receive with regard to applicants, policyholders, beneficiaries of policies, and claimants (the “3 ^rd Party Confidential Information”); and (ii) aware of and will comply with: (a) any and all applicable laws, regulations, rules, and requirements relating to the 3 ^rd Party Confidential Information; (b) the general standards, rules, and regulations of the insurance industry relating to the 3 ^rd Party Confidential Information; and (c) all written instructions provided to Company from time to time by Partner Agent relating to the 3 ^rd

Party Confidential Information. Company shall comply with Partner Agent’s privacy policies and shall hold all 3 ^rd Party Confidential Information in trust and confidence in compliance with Company’s privacy policy, and shall use the 3 ^rd Party Confidential Information only for the purpose contemplated in this Agreement. Company agrees that it shall immediately refer any question concerning any aspect of Partner Agent’s privacy policy to Partner Agent for resolution.

A.

Partner Agent shall immediately notify and cooperate with Company if Partner Agent receives notice of any claim or potential claim which could involve Company, any of its affiliates or subsidiaries, or the business written hereunder.

B.

Partner Agent has no authority to adjust or settle any claims arising out of or in connection with policies, shall not make any statements regarding the application of coverage to specific situations, whether actual or hypothetical, and shall not commit Company to any liability in connection with any actual or potential claim or loss.

C.

Partner Agent shall immediately report all claims, or potential claims, suits, or losses relating to the policies to Company or to an assigned adjuster or claim representative who has been designated by Company. Partner Agent shall cooperate fully with Company or the assigned adjuster or claim representative in the investigation, adjustment, settlement, and payment of claims and coverage matters. All records, files, correspondence, or other materials pertaining to claims shall be the sole property of Company.

D.

Company will consult with Partner Agent on the selection of vendors and claims handling procedures (“Vendor Selection and Claims Procedures”) unique to the Programs; however, Company retains sole discretion for Vendor Selection and Claims Procedures.

A.

Company shall pay Partner Agent the Commission and Profit Sharing as respectively described in Exhibit A and Exhibit B .

B.

With one hundred eighty (180) days advance written notice, for reasons related to regulatory constraints or industry issues including but not limited to Program coverage resulting in an insurance industry or market downturn, the Company reserves the right to adjust Partner Agent’s Commission as described in Exhibit A , but only for business that is new or renewal after the one hundred eighty 180 days notice.

C.

Effective at any time after a minimum of one hundred eighty (180) days advance written notice to Partner Agent, Company may adjust the current payout period of Profit Sharing as described in Exhibit B .

D.

It is understood and agreed that the Compensation paid hereunder shall be full compensation for all services rendered by Partner Agent pursuant to this Agreement.