USI Holdings Corporation Acquires Frederick E. Penn Insurance Agency, Inc.

Frederick E. Penn Insurance Agency, Inc. was founded in 1949 andis one of the leading independent property & casualty insuranceagencies in the Boston area.

Commenting on the acquisition, David L. Eslick, Chairman,President & CEO, USI Holdings Corporation, said, "The addition of Pennenhances our offerings and reaffirms our commitment to our long-termgoals of cross-selling, client retention and diversification ofrevenues. The Penn team adds significant resources to our currentcapabilities in the New England region. I am pleased to welcomeJonathan, Richard and their team to the USI Family."

Jonathan B. Penn, President, Frederick E. Penn Insurance Agency,Inc. said, "Since 1949, we have been helping our clients manage riskand purchase insurance with some of the highest levels of service andexpertise in the industry. By joining USI, we are pleased to be ableto maintain this unprecedented level of customer service whileincreasing our product offerings."

Mark J. Smith, CEO, USI New England, added, "The completion ofthis transaction demonstrates USI New England's proven ability todeliver the USI strategy of growth organically and throughacquisitions. I am pleased to increase our depth of expertise inproperty & casualty and look forward to working with Jonathan andRichard to serve our clients and achieve our goals."

Richard H. Penn, CEO, Frederick E. Penn Insurance Agency, Inc.commented, "We are pleased to join USI and know that we can continueto guarantee our clients personalized service by committed and caringprofessionals. We look forward to working with Mark and the rest ofthe highly respected USI New England team."

This press release contains "forward-looking statements" withinthe meaning of the Private Securities Litigation Reform Act of 1995.Forward-looking statements may be identified by words such as"expects," "anticipates," "intends," "plans," "believes," "seeks,""estimates," "will" or words of similar meaning and include, but arenot limited to, statements about the expected future business andfinancial and operating performance of USI resulting from andfollowing the acquisition. These statements are based on management'scurrent expectations and are inherently subject to uncertainties andchanges in circumstances. Detailed information about the factors thatcould cause actual results to differ materially from those describedin the forward-looking statements is contained in USI's filings withthe SEC. Some of those factors include matters analyzed in the duediligence process, material adverse changes in the clients of theacquired company, and substantial delay in the expected closing of thetransaction. All forward-looking statements included in this pressrelease are made only as of the date of this press release, and USIdoes not undertake any obligation to publicly update or correct anyforward-looking statements to reflect events or circumstances thatsubsequently occur or of which USI hereafter becomes aware.

About USI Holdings Corporation

Founded in 1994, USI is a leading distributor of insurance andfinancial products and services to businesses throughout the UnitedStates. USI is headquartered in Briarcliff Manor, NY, and operates outof 68 offices in 18 states. Additional information about USI may befound at www.usi.biz.