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<P ALIGN=CENTER><FONT SIZE=3><B>As filed with the Securities and Exchange Commission on May 1, 2007.</B></FONT></P>

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<H1 ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Registration No. 333-
&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp; </FONT></H1>

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<P ALIGN=CENTER><FONT SIZE=3><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON, D.C. 20549 </B><BR>
__________________________<BR>
<B>FORM S-8<BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933 </B><BR>
__________________________</FONT></P>

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<P ALIGN=CENTER><FONT SIZE=3><B>SPECIALTY UNDERWRITERS' ALLIANCE, INC.</B><BR>
(Exact name of registrant as specified in its Charter)</FONT></P>

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<TD WIDTH=50% ALIGN=CENTER>
<B>Delaware</B><BR>
(State or Other Jurisdiction of <BR>
Incorporation or Organization)
</TD>
<TD WIDTH=50% ALIGN=CENTER>
<B> 20-0432760</B><BR>
(IRS Employer<BR>
Identification Number)
</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT SIZE=3><B>222 South Riverside Plaza<BR>
Chicago, Illinois 60606<BR>
(888) 782-4672</B><BR>
(Address of principal executive offices, including zip code)<BR>
<BR>
<B>2007 Stock Incentive Plan</B><BR>
(Full title of the plans)<BR>
<BR>
<B>Scott Goodreau, Esq.<BR>
General Counsel<BR>
SPECIALTY UNDERWRITERS' ALLIANCE, INC.<BR>
222 South Riverside Plaza<BR>
Chicago, Illinois 60606</B><BR>
(Name and address of agent for service)<BR>
<BR>
<B>(888) 782-4672</B><BR>
(Telephone number, including area code of agent for service)<BR>
<BR>
With a copy to:<BR>
<B>Christopher J. Doyle, Esq.<BR>
Stroock &amp; Stroock &amp; Lavan LLP<BR>
180 Maiden Lane<BR>
New York, New York 10038<BR>
(212) 806-5400</B><BR>
_________________________</FONT></P>


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<P ALIGN=CENTER><FONT SIZE=3><B>CALCULATION OF REGISTRATION FEE </B></FONT></P>

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<TR VALIGN="Bottom">
<TD WIDTH="20%" ALIGN="Center"><B>Title of Securities to <BR>
be Registered </B></TD>
<TD WIDTH="20%" ALIGN="Center"><B> Amount to be <BR>
Registered</B></TD>
<TD WIDTH="20%" ALIGN="Center"><B>Proposed Maximum <BR>
Offering Price <BR>
Per Share(1)</B></TD>
<TD WIDTH="20%" ALIGN="Center"><B> Proposed Maximum<BR>
Aggregate Offering<BR>
Price (1) </B></TD>
<TD WIDTH="20%" ALIGN="Center"><B>Amount of Registration<BR>
Fee</B></TD>
<TD WIDTH="20%" ALIGN=LEFT>Common Stock,<BR>
 $.01 par value per share</TD>
<TD WIDTH="20%" ALIGN="Center">800,000 shares<SUP>(2)</SUP> </TD>
<TD WIDTH="20%" ALIGN="Center">$8.21 </TD>
<TD WIDTH="20%" ALIGN="Center">$6,568,000</TD>
<TD WIDTH="20%" ALIGN="Center">$214.90</TD>
</TR>
</TABLE>
<BR>


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          <TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(1) </FONT></TD>
          <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
          Estimated solely for purposes of calculating the registration fee pursuant to
Rules 457(c) and 457(h), based upon the average of the high and low sale prices
per share of Specialty Underwriters' Alliance, Inc.'s common stock, par value
$.01 per share ("Common Stock"), on April 26, 2007, as reported on the NASDAQ
Global Market. </FONT></P></TD>
          </TR>
          </TABLE>

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          <TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(2) </FONT></TD>
          <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
          In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
of Common Stock which may be issuable by reason of the adjustment provisions of
the 2007 Stock Incentive Plan. </FONT></P></TD>
          </TR>
          </TABLE>



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<P ALIGN=CENTER><FONT SIZE=3><B>PART I</B></FONT></P>

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<P ALIGN=CENTER><FONT SIZE=3><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></FONT></P>

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<TD WIDTH=7%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Note: </FONT></TD>
<TD WIDTH=93%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
The documents containing the information specified in this Part I will be sent or given to
employees as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
amended (the &#147;Securities Act&#148;). Such documents need not be filed with the
Securities and Exchange Commission (the &#147;Commission&#148;) either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by reference in
the Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act. See Rule 428(a)(1) under the Securities Act. </FONT></TD>
</TR>
</TABLE>
<BR>

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<P ALIGN=LEFT><FONT SIZE=3><B>Item 1.&nbsp;&nbsp;Plan Information</B></FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
required to be filed with the Securities and Exchange Commission (the
&#147;Commission&#148;). </FONT></P>

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<P ALIGN=LEFT><FONT SIZE=3><B>Item 2.&nbsp;&nbsp;Registrant Information and Employee Plan Annual
Information</B></FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
required to be filed with the Commission. </FONT></P>

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<P ALIGN=CENTER><FONT SIZE=3><B>PART II</B></FONT></P>

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<P ALIGN=CENTER><FONT SIZE=3><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></FONT></P>

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<P ALIGN=LEFT><FONT SIZE=3><B>Item 3.&nbsp;&nbsp;Incorporation of Documents by Reference.</B></FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents and information heretofore filed by the Registrant with the Commission
are incorporated herein by reference: </FONT></P>

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                    <TR VALIGN=TOP>
                    <TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp; </FONT></TD>
                    <TD ALIGN="Left" WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(a) </FONT></TD>
                    <TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                    The Registrant&#146;s Annual Report on Form 10-K for the fiscal year ended
                    December 31, 2006. </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp; </FONT></TD>
                    <TD ALIGN="Left" WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(b) </FONT></TD>
                    <TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                    All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
                    15(d) of the Exchange Act after the end of the fiscal year ended December 31,
                    2006 and prior to the filing of the termination of the offering of the common
                    stock hereby shall be deemed incorporated by reference into this Registration
                    Statement and to be a part hereof from the date of filing of such documents. Any
                    statement contained in a document incorporated or deemed to be incorporated by
                    reference herein shall be deemed to be modified or superseded for purposes of
                    this Registration Statement to the extent that a statement contained herein or
                    in any other subsequently filed document which also is or is deemed to be
                    incorporated by reference herein modifies or supersedes such statement. Any
                    statement so modified or superseded shall not be deemed, except as so modified
                    or superseded, to constitute a part of this Registration Statement. </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp; </FONT></TD>
                    <TD ALIGN="Left" WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(c) </FONT></TD>
                    <TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                    The description of the Registrant&#146;s common stock, par value $.01 per share
                    (the &#147;Common Stock&#148;) contained in the Registrant&#146;s Registration
                    Statement on Form 8-A, filed August 5, 2004 pursuant to Section 12(g) of the
                    Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;). </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant will provide without charge to each person to whom the prospectuses are
delivered, upon request of any such person, a copy of any or all of the foregoing
documents. </FONT></P>

<P><FONT SIZE=3><B>Item 4.&nbsp;&nbsp;Description of Securities.</B></FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT SIZE=3><B>Item 5.&nbsp;&nbsp;Interests of Named Experts and Counsel.</B></FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

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<P ALIGN=LEFT><FONT SIZE=3><B>Item 6.&nbsp;&nbsp;Indemnification of Directors and Officers.</B></FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
102 of the Delaware General Corporation Law, as amended, allows a corporation to eliminate
the personal liability of directors of a corporation to the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director, except
where the director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a dividend
or approved a stock repurchase in violation of Delaware corporate law or obtained an
improper personal benefit. The Registrant has such a provision in its Amended and Restated
Certificate of Incorporation, as amended (the &#147;Certificate of Incorporation&#148;). </FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
145 of the Delaware General Corporation Law, as amended, provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys&#146; fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. </FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
145 further provides that a corporation similarly may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys&#146; fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that, despite an
adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper. </FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Certificate of Incorporation contains a provision indemnifying all persons whom the
Registrant has the power to cover under Section 145 and advancing expenses to such
persons, in each case to the fullest extent permitted by Section 145. </FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally,
the Registrant&#146;s Amended and Restated By-laws (the &#147;By-laws&#148;) contains
provisions covering indemnification and the advancement of expenses for directors and
officers of the Registrant that are substantively similar to the provisions of Section
145. Specifically, the By-laws provide, subject to certain exceptions, that a director or
officer of the Registrant shall be indemnified by the Registrant against all expenses
(including attorneys&#146; fees), judgments, fines and amounts paid in settlement incurred
in connection with any litigation or other legal proceeding brought against him by virtue
of his position as a director or officer of the Registrant if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful. Notwithstanding the
foregoing, the By-laws further provide that, to the extent that a director or officer has
been successful, on the merits or otherwise, in defense of any claim, issue or matter, he
or she shall be indemnified by the Registrant against all expenses (including
attorneys&#146; fees) incurred in connection therewith. Expenses shall be advanced to a
director or officer at his request, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to indemnification for
such expenses. Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not been met. In
the event of a determination by the Registrant that the director or officer did not meet
the applicable standard of conduct required for indemnification, or if the Registrant
fails to make an indemnification payment within 30 days after such payment is claimed by
such person, such person is permitted to petition a court to make an independent
determination as to whether such person is entitled to indemnification. The By-laws
further provide that the indemnification provided therein is not exclusive. </FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant also has purchased directors&#146; and officers&#146; liability insurance which
would indemnify its directors and officers against damages arising out of certain kinds of
claims which might be made against them based on their negligent acts or omissions while
acting in their capacity as such. </FONT></P>

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<P ALIGN=LEFT><FONT SIZE=3><B>Item 7.&nbsp;&nbsp;Exemption from Registration Claimed.</B></FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT SIZE=3><B>Item 8.&nbsp;&nbsp;Exhibits.</B></FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><U>Exhibit Number</U> </TD>
<TD WIDTH=85%>
<U>Description</U></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>4.1</TD>
<TD WIDTH=85%>
Amended and Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 filed with Specialty Underwriters'
Alliance, Inc.'s Registration Statement on Form S-1 (File No. 333-124263)).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>4.2</TD>
<TD WIDTH=85%>
Amended and Restated Bylaws of the Registrant (Incorporated by reference to
Exhibit 3.2 filed with Specialty Underwriters' Alliance, Inc.'s Registration
Statement on Form S-1 (File No. 333-117722)).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>5.1</TD>
<TD WIDTH=85%>
Opinion of Stroock &amp; Stroock &amp; Lavan LLP.</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>23.1</TD>
<TD WIDTH=85%>
Consent of PricewaterhouseCoopers LLP with respect to Registrant.</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>23.2</TD>
<TD WIDTH=85%>
Consent of PricewaterhouseCoopers LLP with respect to Potomac Insurance Company
of Illinois.</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>23.3</TD>
<TD WIDTH=85%>
Consent of Stroock &amp; Stroock &amp; Lavan LLP (included in Exhibit 5.1).</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>24.1</TD>
<TD WIDTH=85%>
Power of Attorney (included on signature page).</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>99.1</TD>
<TD WIDTH=85%>
2007 Stock Incentive Plan of Specialty Underwriters' Alliance, Inc.,
(Incorporated by reference to Appendix A to Registrant's Definitive Proxy
Statement (File No. 000-50891) filed on April 2, 2007).</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3><B>Item 9.&nbsp;&nbsp;Undertakings.</B></FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5% ALIGN=LEFT>A.</TD>
<TD WIDTH=90%>
<U>Rule 415 offering</U>.&nbsp;&nbsp;The undersigned Registrant hereby
undertakes: </TD>
</TR>
</TABLE>
<BR>

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<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3> </FONT></TD>
<TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(1)</FONT></TD>
<TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<TD ALIGN=RIGHT WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;</FONT></TD>
<TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(i)</FONT></TD>
<TD WIDTH=85%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
To include any prospectus required by Section 10(a)(3) of the Securities Act;
</FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

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<TD ALIGN=RIGHT WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp; </FONT></TD>
<TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(ii)</FONT></TD>
<TD WIDTH=85%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration Fee&#148;
table in the effective Registration Statement; </FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

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          <TD ALIGN=RIGHT WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp; </FONT></TD>
          <TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(iii)</FONT></TD>
          <TD WIDTH=85%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
          To include any material information with respect to the plan of distribution not
          previously disclosed in the Registration Statement or any material change to
          such information in the Registration Statement; </FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT></TD>
<TD WIDTH=90%><I>Provided</I>, <I>however</I>, that:
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT></TD>
<TD WIDTH=90%>
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement
is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Level 2" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;</FONT></TD>
<TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(2)</FONT></TD>
<TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial <I>bona fide</I> offering
thereof. </FONT></P></TD> </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Level 2" FSL="Workstation" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp; </FONT></TD>
<TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(3)</FONT></TD>
<TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering. </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

<!-- MARKER FORMAT-SHEET="Stroock Para (List) Deep Ind" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Filings
incorporating subsequent Exchange Act documents by reference</U>. The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant&#146;s annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of any employee benefit plan&#146;s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein and the offering of such securities
at that time be deemed to be the initial <I>bona fide</I> offering thereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para (List) Deep Ind" FSL="Workstation" -->
     <P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
C.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Incorporated
annual and quarterly reports</U>. The undersigned Registrant hereby undertakes to
deliver with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent of given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para (List) Deep Ind" FSL="Workstation" -->
     <P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
D.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Filing of
registration on Form S-8</U>. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant for expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Minor Center" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURES</B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Large Indent"  -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, Illinois, on the 1st of May 2007.
</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
SPECIALTY UNDERWRITERS' ALLIANCE, INC.<BR>
(Registrant)<BR><BR>

By:&nbsp;<U>/s/ Peter E. Jokiel&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:&nbsp;&nbsp;Peter E. Jokiel<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:&nbsp;&nbsp;Chief Financial Officer</TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Stroock Head Minor Center" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>POWER OF ATTORNEY</B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Large Indent" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose names appear
below appoints and constitutes Courtney C. Smith and Peter E. Jokiel, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to execute any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, together
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Large Indent" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on these dates indicated: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=32% ALIGN=LEFT><U>Signature</U> </TD>
<TD WIDTH=33% ALIGN=LEFT><U>Title</U></TD>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;</TD>
<TD WIDTH=30%><U>Date</U></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=32% ALIGN=LEFT><U>/s/ Courtney C. Smith&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Courtney C. Smith </TD>
<TD WIDTH=33% ALIGN=LEFT>Chairman of the Board, Chief Executive Officer, President and Director
(principal executive officer)</TD>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;</TD>
<TD WIDTH=30%>April 30, 2007
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=32% ALIGN=LEFT><U>/s/ Peter E. Jokiel&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Peter E. Jokiel</TD>
<TD WIDTH=33% ALIGN=LEFT>Executive Vice President, Chief Financial Officer, Treasurer and Director
(principal financial officer and principal accounting officer)</TD>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=30%>April 30, 2007
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=32% ALIGN=LEFT><U>/s/ Robert E. Dean&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Robert E. Dean</TD>
<TD WIDTH=33% ALIGN=LEFT>Director</TD>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;</TD>
<TD WIDTH=30%>April 30, 2007
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=32% ALIGN=LEFT><U>/s/ Raymond C. Groth&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Raymond C. Groth</TD>
<TD WIDTH=33% ALIGN=LEFT>Director</TD>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;</TD>
<TD WIDTH=30%>
April 30, 2007</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=32% ALIGN=LEFT><U>/s/ Paul A. Philp&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Paul A. Philp</TD>
<TD WIDTH=33% ALIGN=LEFT>Director</TD>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;</TD>
<TD WIDTH=30%>
April 30, 2007</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=32% ALIGN=LEFT><U>/s/ Robert H. Whitehead&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Robert H. Whitehead </TD>
<TD WIDTH=33% ALIGN=LEFT>Director</TD>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;</TD>
<TD WIDTH=30%>April 30, 2007
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=32% ALIGN=LEFT><U>/s/ Russell E. Zimmermann&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Russell E. Zimmermann</TD>
<TD WIDTH=33% ALIGN=LEFT>Director</TD>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;</TD>
<TD WIDTH=30%>April 30, 2007
</TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Stroock Head Minor Center" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>EXHIBIT INDEX</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><U>Exhibit Number</U> </TD>
<TD WIDTH=85%>
<U>Description</U></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>4.1</TD>
<TD WIDTH=85%>
Amended and Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 filed with Specialty Underwriters'
Alliance, Inc.'s Registration Statement on Form S-1 (File No. 333-124263)).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>4.2</TD>
<TD WIDTH=85%>
Amended and Restated Bylaws of the Registrant (Incorporated by reference to
Exhibit 3.2 filed with Specialty Underwriters' Alliance, Inc.'s Registration
Statement on Form S-1 (File No. 333-117722)).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>5.1</TD>
<TD WIDTH=85%>
Opinion of Stroock &amp; Stroock &amp; Lavan LLP.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>23.1</TD>
<TD WIDTH=85%>
Consent of PricewaterhouseCoopers LLP with respect to Registrant.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>23.2</TD>
<TD WIDTH=85%>
Consent of PricewaterhouseCoopers LLP with respect to Potomac Insurance Company
of Illinois.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>23.3</TD>
<TD WIDTH=85%>
Consent of Stroock &amp; Stroock &amp; Lavan LLP (included in Exhibit 5.1).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>24.1</TD>
<TD WIDTH=85%>
Power of Attorney (included on signature page).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>99.1</TD>
<TD WIDTH=85%>
2007 Stock Incentive Plan of Specialty Underwriters' Alliance, Inc.,
(Incorporated by reference to Appendix A to Registrant's Definitive Proxy
Statement (File No. 000-50891) filed on April 2, 2007).</TD>
</TR>
</TABLE>
<BR>


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S-8
As filed with the Securities and Exchange Commission on May 1, 2007.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
SPECIALTY UNDERWRITERS' ALLIANCE, INC.
(Exact name of registrant as specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
20-0432760
(IRS Employer
Identification Number)
222 South Riverside Plaza
Chicago, Illinois 60606
(888) 782-4672
(Address of principal executive offices, including zip code)
2007 Stock Incentive Plan
(Full title of the plans)
Scott Goodreau, Esq.
General Counsel
SPECIALTY UNDERWRITERS' ALLIANCE, INC.
222 South Riverside Plaza
Chicago, Illinois 60606
(Name and address of agent for service)
(888) 782-4672
(Telephone number, including area code of agent for service)
With a copy to:
Christopher J. Doyle, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400
_________________________
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed Maximum
Offering Price
Per Share(1)
Proposed Maximum
Aggregate Offering
Price (1)
Amount of Registration
Fee
Common Stock,
$.01 par value per share
800,000 shares
(2)
$8.21
$6,568,000
$214.90
(1)
Estimated solely for purposes of calculating the registration fee pursuant to
Rules 457(c) and 457(h), based upon the average of the high and low sale prices
per share of Specialty Underwriters' Alliance, Inc.'s common stock, par value
$.01 per share ("Common Stock"), on April 26, 2007, as reported on the NASDAQ
Global Market.
(2)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
of Common Stock which may be issuable by reason of the adjustment provisions of
the 2007 Stock Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note:
The documents containing the information specified in this Part I will be sent or given to
employees as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by reference in
the Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act. See Rule 428(a)(1) under the Securities Act.
Item 1.  Plan Information
Not
required to be filed with the Securities and Exchange Commission (the
"Commission").
Item 2.  Registrant Information and Employee Plan Annual
Information
Not
required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
The
following documents and information heretofore filed by the Registrant with the Commission
are incorporated herein by reference:
(a)
The Registrant's Annual Report on Form 10-K for the fiscal year ended
                    December 31, 2006.
(b)
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
                    15(d) of the Exchange Act after the end of the fiscal year ended December 31,
                    2006 and prior to the filing of the termination of the offering of the common
                    stock hereby shall be deemed incorporated by reference into this Registration
                    Statement and to be a part hereof from the date of filing of such documents. Any
                    statement contained in a document incorporated or deemed to be incorporated by
                    reference herein shall be deemed to be modified or superseded for purposes of
                    this Registration Statement to the extent that a statement contained herein or
                    in any other subsequently filed document which also is or is deemed to be
                    incorporated by reference herein modifies or supersedes such statement. Any
                    statement so modified or superseded shall not be deemed, except as so modified
                    or superseded, to constitute a part of this Registration Statement.
(c)
The description of the Registrant's common stock, par value $.01 per share
                    (the "Common Stock") contained in the Registrant's Registration
                    Statement on Form 8-A, filed August 5, 2004 pursuant to Section 12(g) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange Act").
The
Registrant will provide without charge to each person to whom the prospectuses are
delivered, upon request of any such person, a copy of any or all of the foregoing
documents.
Item 4.  Description of Securities.
Not applicable.
Item 5.  Interests of Named Experts and Counsel.
Not applicable.
Item 6.  Indemnification of Directors and Officers.
Section
102 of the Delaware General Corporation Law, as amended, allows a corporation to eliminate
the personal liability of directors of a corporation to the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director, except
where the director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a dividend
or approved a stock repurchase in violation of Delaware corporate law or obtained an
improper personal benefit. The Registrant has such a provision in its Amended and Restated
Certificate of Incorporation, as amended (the "Certificate of Incorporation").
Section
145 of the Delaware General Corporation Law, as amended, provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section
145 further provides that a corporation similarly may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that, despite an
adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
The
Certificate of Incorporation contains a provision indemnifying all persons whom the
Registrant has the power to cover under Section 145 and advancing expenses to such
persons, in each case to the fullest extent permitted by Section 145.
Additionally,
the Registrant's Amended and Restated By-laws (the "By-laws") contains
provisions covering indemnification and the advancement of expenses for directors and
officers of the Registrant that are substantively similar to the provisions of Section
145. Specifically, the By-laws provide, subject to certain exceptions, that a director or
officer of the Registrant shall be indemnified by the Registrant against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement incurred
in connection with any litigation or other legal proceeding brought against him by virtue
of his position as a director or officer of the Registrant if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful. Notwithstanding the
foregoing, the By-laws further provide that, to the extent that a director or officer has
been successful, on the merits or otherwise, in defense of any claim, issue or matter, he
or she shall be indemnified by the Registrant against all expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to a
director or officer at his request, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to indemnification for
such expenses. Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not been met. In
the event of a determination by the Registrant that the director or officer did not meet
the applicable standard of conduct required for indemnification, or if the Registrant
fails to make an indemnification payment within 30 days after such payment is claimed by
such person, such person is permitted to petition a court to make an independent
determination as to whether such person is entitled to indemnification. The By-laws
further provide that the indemnification provided therein is not exclusive.
The
Registrant also has purchased directors' and officers' liability insurance which
would indemnify its directors and officers against damages arising out of certain kinds of
claims which might be made against them based on their negligent acts or omissions while
acting in their capacity as such.
Item 7.  Exemption from Registration Claimed.
Not applicable.
Item 8.  Exhibits.
Exhibit Number
Description
4.1
Amended and Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 filed with Specialty Underwriters'
Alliance, Inc.'s Registration Statement on Form S-1 (File No. 333-124263)).
4.2
Amended and Restated Bylaws of the Registrant (Incorporated by reference to
Exhibit 3.2 filed with Specialty Underwriters' Alliance, Inc.'s Registration
Statement on Form S-1 (File No. 333-117722)).
5.1
Opinion of Stroock & Stroock & Lavan LLP.
23.1
Consent of PricewaterhouseCoopers LLP with respect to Registrant.
23.2
Consent of PricewaterhouseCoopers LLP with respect to Potomac Insurance Company
of Illinois.
23.3
Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1).
24.1
Power of Attorney (included on signature page).
99.1
2007 Stock Incentive Plan of Specialty Underwriters' Alliance, Inc.,
(Incorporated by reference to Appendix A to Registrant's Definitive Proxy
Statement (File No. 000-50891) filed on April 2, 2007).
Item 9.  Undertakings.
A.
Rule 415 offering
.  The undersigned Registrant hereby
undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(iii)
To include any material information with respect to the plan of distribution not
          previously disclosed in the Registration Statement or any material change to
          such information in the Registration Statement;
Provided
,
however
, that:
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement
is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
B.
Filings
incorporating subsequent Exchange Act documents by reference
. The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein and the offering of such securities
at that time be deemed to be the initial
bona fide
offering thereof.
C.
Incorporated
annual and quarterly reports
. The undersigned Registrant hereby undertakes to
deliver with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent of given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
D.
Filing of
registration on Form S-8
. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant for expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, Illinois, on the 1st of May 2007.
SPECIALTY UNDERWRITERS' ALLIANCE, INC.
(Registrant)
By:
/s/ Peter E. Jokiel
Name:  Peter E. Jokiel
Title:  Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose names appear
below appoints and constitutes Courtney C. Smith and Peter E. Jokiel, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to execute any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, together
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on these dates indicated:
Signature
Title
Date
/s/ Courtney C. Smith
Courtney C. Smith
Chairman of the Board, Chief Executive Officer, President and Director
(principal executive officer)
April 30, 2007
/s/ Peter E. Jokiel
Peter E. Jokiel
Executive Vice President, Chief Financial Officer, Treasurer and Director
(principal financial officer and principal accounting officer)
April 30, 2007
/s/ Robert E. Dean
Robert E. Dean
Director
April 30, 2007
/s/ Raymond C. Groth
Raymond C. Groth
Director
April 30, 2007
/s/ Paul A. Philp
Paul A. Philp
Director
April 30, 2007
/s/ Robert H. Whitehead
Robert H. Whitehead
Director
April 30, 2007
/s/ Russell E. Zimmermann
Russell E. Zimmermann
Director
April 30, 2007
EXHIBIT INDEX
Exhibit Number
Description
4.1
Amended and Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 filed with Specialty Underwriters'
Alliance, Inc.'s Registration Statement on Form S-1 (File No. 333-124263)).
4.2
Amended and Restated Bylaws of the Registrant (Incorporated by reference to
Exhibit 3.2 filed with Specialty Underwriters' Alliance, Inc.'s Registration
Statement on Form S-1 (File No. 333-117722)).
5.1
Opinion of Stroock & Stroock & Lavan LLP.
23.1
Consent of PricewaterhouseCoopers LLP with respect to Registrant.
23.2
Consent of PricewaterhouseCoopers LLP with respect to Potomac Insurance Company
of Illinois.
23.3
Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1).
24.1
Power of Attorney (included on signature page).
99.1
2007 Stock Incentive Plan of Specialty Underwriters' Alliance, Inc.,
(Incorporated by reference to Appendix A to Registrant's Definitive Proxy
Statement (File No. 000-50891) filed on April 2, 2007).