USI Holdings Reports Buyout Inquiry

October 24, 2006

USI Holdings Corp. reported that it has received an inquiry from a private equity firm interested in acquiring all of the outstanding common stock of the company. In response, the company’s board of directors has formed a special committee consisting of outside directors to review the proposal and consider all of the company’s options.

Lazard Freres & Co. LLC and Dewey Ballantine LLP have been engaged by the special committee to assist in its review. No details of any offer were disclosed. USI said it could give no assurance that any transaction will be entered into or consummated.

Also, for the third quarter of 2006, the company said it expects to report total revenues of approximately $130.5 million to $131.5 million compared to total revenues of $127.3 million in the third quarter of 2005, and income from continuing operations, before taxes, of approximately $8.0 million to $9.0 million compared to $9.8 million in the third quarter of 2005.