1102643--3/14/2006--USI_HOLDINGS

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{financial, litigation, operation}

{product, market, service}

{cost, operation, labor}

{acquisition, growth, future}

{operation, international, foreign}

{debt, indebtedness, cash}

{control, financial, internal}

{system, service, information}

{tax, income, asset}

{personnel, key, retain}

{competitive, industry, competition}

{stock, price, operating}

{cost, contract, operation}

{condition, economic, financial}

{regulation, change, law}

{customer, product, revenue}

Risks Related to Our Business We may be unsuccessful in adequately growing our cash earnings per share and our failure to do so may negatively impact the price of our common stock. We may be unsuccessful in growing revenues organically, and our failure to do so may negatively impact the price of our common stock. We may be unsuccessful in expanding our margins and, if this were to occur, the market price of our common stock could decrease, perhaps significantly. Our continued growth is partly based on our ability to acquire and integrate operations successfully, and our failure to do so may negatively affect our financial results and internal control over financial reporting. We could fail to maintain an effective system of internal controls and, consequently, may not be able to report our financial results accurately. As a result, our current and potential shareholders could lose confidence in our financial reporting, which could harm our business and the price of our common stock. Recent litigation and state regulatory activities concerning industry practices and procedures could negatively impact our business, financial condition and/or results of operations. Contingent commissions are less predictable than our other revenues, which makes it difficult to forecast revenues; and decreases in these commissions may negatively impact our financial results. The cyclical nature of P C premium rates may make our financial results volatile and unpredictable. Commissions from the brokering of insurance products represent a majority of our revenues. We act as brokers for state insurance funds such as those in California which could choose to reduce brokerage commissions and/or contingent commissions we receive, which could negatively affect our financial results. Government regulation and resulting market dynamics relating to the group health plans we sell could negatively affect our financial results. We are dependent on key sales and management professionals who could end their employment with us, which could negatively affect our financial results and impair our ability to implement our business strategy. The loss of the services of David L. Eslick, our chairman, president and chief executive officer, could adversely affect our ability to carry out our business plan. Further expenses related to margin improvement efforts and acquisition integration charges could adversely affect our financial results and negatively impact the price of our common stock. Our business, financial condition and/or results may be negatively affected by errors and omissions claims. Competition in our industry is intense and, if we are unable to compete effectively, we may lose clients and our financial results may be negatively affected. Our high level of indebtedness may put us at a competitive disadvantage relative to insurance brokers and other distributors of financial products and services. Failure to comply with financial covenants in our credit facility could cause all or a portion of our debt to become immediately due and payable. If we are required to write down goodwill and other intangible assets, our financial condition and results would be negatively affected. The geographic concentration of our businesses could leave us vulnerable to an economic downturn or regulatory changes in those areas, resulting in a decrease in our revenues. Failure to comply with regulations applicable to us could restrict our ability to conduct our business. We depend on our information processing systems. Interruption or loss of our information processing systems could have a material adverse effect on our business. Our principal stockholder s interests in our business may be different than yours and, therefore, may make decisions that are adverse to your interests.

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1102643--3/14/2006--USI_HOLDINGS_CORP