X0303 4 2009-11-13 1 0001297568 Specialty Underwriters Alliance, Inc. SUAI 0001297943 Smith Courtney C 222 SOUTH RIVERSIDE PLAZA SUITE 16OO CHICAGO IL 60606 1 1 0 0 CEO, President & Chairman BOD Common Stock 2009-11-13 4 D 0 32947 D 0 D Restricted Stock Unit 9.50 2009-11-13 4 D 0 190000 D 2014-11-17 Common Stock 190000 0 D Restricted Stock Unit 2009-11-13 4 D 0 48000 0.00 D Common Stock 48000 0 D Common Stock 2009-11-13 4 D 0 30000 0.00 D Common Stock 30000 0 D The common stock was disposed of pursuant to the Amended and Restated Agreement and Plan of Merger executed on July 22, 2009 and effective as of June 21, 2009 (the "Merger Agreement") among Tower Group, Inc. ("Tower"), Tower S.F. Merger Corporation, a wholly owned subsidiary of Tower, and the Issuer in exchange for 9,225 shares of Tower common stock having a closing price of $23.74 per share on the effective date of merger. Pursuant to the Merger Agreement, the exchange ratio was fixed at 0.28 by reference to the volume-weighted average price per share of Tower common stock for the 15 trading day window immediately preceding the fifth business day prior to November 17, 2009, the original closing date of the merger. This employee stock option, which is fully vested, was assumed by Tower on the effective date of the merger pursuant to the Merger Agreement and automatically converted into an option to purchase 53,199 shares of Tower common stock exercisable at $33.93 per share. Prior to the effective date of the merger, each restricted stock unit represented a contingent right to receive one share of Issuer common stock. 60,000 restricted stock units were granted on 4/4/2008. The restricted stock units vest equally on the first five anniversaries of the grant date beginning on 4/4/2009 and become fully vested on 4/4/2013. On the effective date of the merger, the remaining 48,000 unvested restricted stock units were assumed by Tower pursuant to the Merger Agreement and converted into 13,440 restricted stock units, with each restricted stock unit representing a right to receive one share of Tower common stock upon vesting. The vesting schedule was unchanged. 30,000 restricted stock units were granted on 1/14/2009. The restricted stock units vest equally on the first four anniversaries of the grant date beginning on 1/14/2010 and become fully vested on 1/14/2013. On the effective date of the merger, the restricted stock units were assumed by Tower pursuant to the Merger Agreement and converted into 8,400 restricted stock units, with each restricted stock unit representing a right to receive one share of Tower common stock upon vesting. The vesting schedule was unchanged. *Attorney-in-Fact under the Power of Attorney, dated November 10, 2004, incorporated by reference to Exhibit 24 to the Form 3 filed by Courtney C. Smith on November 12, 2004, with the Securities and Exchange Commission. /s/Scott W. Goodreau, Attorney-in-Fact* 2009-11-17