USI Holdings Corporation Stockholders Adopt Merger Agreement

  
    
  
  
    
      USI Holdings Corporation (NASDAQ: USIH) announced today that its 
      stockholders have adopted the Agreement and Plan of Merger, dated as of 
      January 15, 2007, by and among Compass Acquisition Holdings Corp., a 
      corporation controlled by private equity funds sponsored by Goldman, 
      Sachs & Co. (“Compass Acquisition”), 
      Compass Merger Sub Inc., a wholly-owned subsidiary of Compass 
      Acquisition, and the Company. The merger agreement was adopted by 
      holders of a majority of the outstanding shares of common stock of the 
      Company.
    
    
      The result of the stockholder vote satisfies a condition to the closing 
      of the proposed merger. The Company currently expects the transaction to 
      be completed on or about April 30, 2007, subject to satisfaction or 
      waiver of the other closing conditions.
    
    
      About USI Holdings Corporation
    
    
      Founded in 1994, USI is a leading distributor of insurance and financial 
      products and services to businesses throughout the United States. USI is 
      headquartered in Briarcliff Manor, NY, and operates out of 66 offices in 
      18 states. Additional information about USI may be found at www.usi.biz.
    
    
      Forward Looking Statements
    
    
      This press release contains “forward-looking 
      statements” within the 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 are not limited to, statements about 
      the anticipated closing of the merger and the expected future business 
      and financial performance of USI resulting from and following the 
      acquisition. These statements are based on management’s 
      current expectations and are inherently subject to uncertainties and 
      changes in circumstances. Detailed information about the factors that 
      could cause actual results to differ materially from those described in 
      the forward-looking statements is contained in USI’s 
      filings with the SEC. All forward-looking statements included in this 
      press release are made only as of the date of this press release, and 
      USI does not undertake any obligation to publicly update or correct any 
      forward-looking statements to reflect events or circumstances that 
      subsequently occur or of which USI hereafter becomes aware.