U.S.I. Holdings Announces Pricing of Shares

April 15, 2004

U.S.I. Holdings Corporation (NASDAQ:USIH) today announced that it has set the price of the public offering of 9,764,850 of its common shares at $14.72 per common share. Of those shares, 3,500,000 shares were sold by the company via forward sale agreements and 6,264,850 shares were sold by various selling shareholders.

In connection with the offering, the company entered into forward sale agreements pursuant to which J.P. Morgan Securities Inc. and an affiliate of Merrill Lynch, Pierce, Fenner & Smith Inc. agreed to borrow and sell 3,500,000 shares of the Company’s common stock. The company expects to receive net proceeds initially valued at $48.2 million upon settlement of the forward sale agreement, which will be within the next 12 months.

The company has granted the underwriters a 30-day option to purchase up to an additional 1,464,728 shares of common stock (up to an additional 939,728 shares from the selling shareholders and up to an additional 525,000 shares from the forward purchasers) at the public offering price, less the underwriting discount, to cover over-allotments.

The closing of the offering is scheduled to occur on or about April 20, 2004.

USI expects to use the net proceeds from its sale of common shares for working capital and general corporate purposes, including possible acquisitions. The company will not receive any of the net proceeds from the sale of the common shares by the selling shareholders.

The offering was led by Merrill Lynch & Co. and J.P. Morgan Securities Inc. Banc of America Securities LLC acted as a senior co-manager and Fox-Pitt, Kelton, Keefe Bruyette & Woods, Stephens Inc. and SunTrust Robinson Humphrey acted as co-managers for the offering.

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