AMENDMENT NO. 5 TO STOCK PURCHASE AGREEMENT

Exhibit 2.6

AMENDMENT NO. 5
TO
STOCK PURCHASE AGREEMENT

     THIS AMENDMENT NO. 5 TO STOCK PURCHASE AGREEMENT, dated as of November 16, 2004 (this “Amendment”), is made by and between OneBeacon Insurance Company, a stock insurance company duly organized and existing under the laws of the Commonwealth of Pennsylvania (the “Seller”), and Specialty Underwriters’ Alliance, Inc., a Delaware corporation (the “Purchaser”).

RECITALS

     WHEREAS, the Seller and the Purchaser have previously entered into that certain Stock Purchase Agreement, dated as of March 22, 2004, as amended by (the following, collectively, the “Prior Amendments”) that certain Amendment No. 1 to Stock Purchase Agreement, dated as of May 4, 2004, that certain Amendment No. 2 to Stock Purchase Agreement, dated as of July 1, 2004, that certain Amendment No. 3 to Stock Purchase Agreement, dated as of July 13, 2004, and that certain Amendment No. 4 to Stock Purchase Agreement, dated as of October 12, 2004 (together, the “Stock Purchase Agreement”), whereby the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller, all of the issued and outstanding shares of capital stock of Potomac Insurance Company of Illinois (the “Company”), on the terms and subject to the conditions set forth therein; and

     WHEREAS, the Seller and the Purchaser now wish to further amend the Stock Purchase Agreement pursuant to Section 11.4 thereof.

     NOW, THEREFORE, in consideration of the premises and the respective agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1. Definitions. Capitalized terms used, but not defined, herein shall have the respective meanings ascribed to such terms in the Stock Purchase Agreement.

ARTICLE II

AMENDMENT OF STOCK PURCHASE AGREEMENT

     Section 2.1. Amendment of Section 1.4 – Closing. The last sentence of the first paragraph of Section 1.4 of the Stock Purchase Agreement is hereby deleted in its entirety and replaced by the following:

“Neither party shall have the obligation to consummate the Closing unless the Closing shall have occurred on or before November 30, 2004.”

     Section 2.2. Amendment of Section 10.4 – Termination. Sub-section “(y)” of the second proviso of Section 10.4(c) of the Stock Purchase Agreement is hereby deleted in its entirety and replaced by the following:

"(y) the Closing shall not have occurred on or before November 30, 2004, the Seller may immediately terminate this Agreement and the transactions contemplated hereby shall be deemed abandoned”

ARTICLE III

MISCELLANEOUS

     Section 3.1. West Virginia. The Purchaser understands and agrees that (a) the Company has or will file an application and plan of withdrawal with the West Virginia Insurance Commission (the “West Virginia Commission”), a copy of which is attached hereto as Exhibit A (together with any amendments thereto, the “Application and Plan of Withdrawal”), to effect the Company’s withdrawal from writing private passenger automobile insurance in the State of West Virginia; and (b) none of the Company’s filing of, the West Virginia Commission’s approval of, nor the Seller and Company’s compliance with, the Application and Plan of Withdrawal, will result in any breach of any representation or warranty in, or non-fulfillment or default of any covenant or agreement on the part of the Seller or the Company under, the Stock Purchase Agreement (or any certificate or other document furnished or to be furnished by the Seller or the Company under the Stock Purchase Agreement).

     Section 3.2. Interpretation. The term “Agreement” as used in the Stock Purchase Agreement shall be deemed to refer to the Stock Purchase Agreement as further amended hereby.

     Section 3.3. No Obligation; No Waiver; Continuing Effect of Stock Purchase Agreement. The Purchaser understands and agrees that: (a) the Seller was, and is, under no obligation, express or implied, to enter into the Prior Amendments or this Amendment; (b) the Seller is under no obligation, express or implied, to enter into any further amendment(s) to the Stock Purchase Agreement; (c) neither the Prior Amendments, nor this Amendment, shall constitute any amendment or waiver of any provision of the Stock Purchase Agreement, or the Seller’s rights thereunder, not expressly referred to therein or herein; and (d) the Stock Purchase Agreement shall remain in full force and effect as further amended hereby.

     Section 3.4. Governing Law. This Amendment shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the law of the State of New York without regard to principles of conflicts of laws that would require application of the law of a jurisdiction other than the State of New York.

     Section 3.5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission, which transmission shall be deemed delivery of an originally executed document.

     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE FOLLOWS]

2

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

ONEBEACON INSURANCE COMPANY

SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

3

Exhibit A
West Virginia Withdrawal Application and Plan

(Attached)

November 16, 2004

Via Overnight Mail

Mr. Jack M. Rife
Director,
Rates &Forms Division
State of West Virginia
Insurance Department
P.O. Box 50540
Charleston, West Virginia ###-###-####

Dear Mr. Rife:

The above captioned companies originally wrote to the Insurance Department in September 2002 advising of their intent to withdraw most business from the West Virginia market with the exception of certain specialty and commercial business. The withdrawal has proceeded as intended with the exception of the private passenger automobile business. At that time, we were advised that West Virginia law did not allow a company to nonrenew private passenger automobile policies for the reason of withdrawal.

On March 13, 2004 new legislation was passed by the West Virginia legislature allowing a company to withdraw from the private passenger automobile line of business. Pursuant to such law, we sent another request to withdraw dated April 15, 2004. We were seeking the withdrawal to be effective shortly after the new law came into effect. By letter dated April 22, 2004, you advised us that our plan for withdrawal was denied but this time due to the fact that our filing was premature as no regulations had yet been promulgated implementing the new legislation.

Now that the new regulations have been promulgated, these companies are again requesting approval to withdraw from the private passenger automobile line of business in West Virginia. As indicated in our letter of April 15, 2004, these companies will not be surrendering or modifying their respective West Virginia certificates of authority as they will continue to write casualty business such as specialty and commercial lines. Please find attached a withdrawal plan for each of the above captioned companies. The plans follow the outline of Section 114-72-4 of the regulation, Contents of a Withdrawal Plan.

Please do not hesitate to contact me at ###-###-#### with any questions or if you need further information to process this withdrawal.

Very Truly Yours,

Meredith K. Mangan

Counsel

Enclosures

OneBeacon Insurance Company line of business withdrawal

Potomac Insurance Company of Illinois line of business withdrawal