<PAGE>

                                                                   EXHIBIT 10.16

             USI MARKETING SUPPORT AGREEMENT FOR VOLUNTARY BENEFITS
                                 ("AGREEMENT")

     This Agreement is entered into as of May 16, 2000, by and between
UnumProvident Corporation, a Delaware corporation located at One Fountain
Square, Chattanooga, Tennessee 37402 ("Unum") and USI Insurance Services Corp.,
a Delaware corporation located at 50 California Street, 24th Floor, San
Francisco, California ("USI").

                               W I T N E S S E T H
                               -------------------

     WHEREAS, USI wants Unum to pay USI Marketing Service Fees ("MSF") in the
sum of Three Hundred Thirty-Three Thousand Dollars and No Cents ($333,000.00)
("Principal Sum") to be used for the following purpose: Marketing, through its
network of retail insurance brokerage and administrative service companies, Unum
or its subsidiaries' Voluntary Benefits ("VB") products.

     WHEREAS, Unum is willing to pay USI the Principal Sum for such purpose with
the understanding that the Principal Sum, or a portion thereof, remains subject
to reimbursement pursuant to the terms and conditions contained herein.

     NOW THEREFORE, it is understood and agreed as follows:

     l. Marketing Fee Service Advances. Subject to the terms and conditions
        ------------------------------
contained herein, Unum shall pay USI the Principal Sum as follows: Sixty-One
Thousand Dollars and No Cents ($61,000.00) on upon execution of this Agreement,
Sixty-One Thousand Dollars and No Cents ($61,000.00) on Monday, July 3, 2000,
Sixty-One Thousand Dollars and No Cents ($61,000.00) on Monday, October 2, 2000,
and when combined with the payment represented by the forgiveness of the Custom
Benefit Programs, Inc. (a Wholly-Owned Subsidiary of USI) Note ( "CBP Note")
executed on October 4, 1999 in the amount of One Hundred Fifty Thousand

<PAGE>


Dollars and No Cents ($150,000.00) shall equal the Principal Sum. Unum agrees
that the CBP Note is forgiven upon the execution of this Agreement.

     2. Potential Fee Reimbursement. On May 1, 2003 (the "Determination Date")
        ---------------------------
Unum shall determine how much of the Principal Sum advanced shall have been
earned by USI pursuant to the following criteria:

          a. In the event that the New Premium from VB products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Twenty Million Dollars and No
     Cents ($20,000,000.00) and there is a 75% or greater persistency level from
     January l, 2000 to January 1, 2003, then the Principal Sum is not subject
     to reimbursement

          b. In the event that the New Premium from VB products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Twenty Million Dollars and No
     Cents ($20,000,000.00) and there is a less than 75% Persistency level from
     January 1, 2000 to January l, 2003, then Two Hundred Ninety-One Thousand
     Three Hundred Seventy-Five Dollars and No Cents ($291,375.00) of the
     Principal Sum is not subject to reimbursement leaving Forty-One Thousand
     Six Hundred Twenty-Five Dollars and No Cents ($41,625.00) in Principal Sum
     due and payable to Unum, which shall accrue interest from May 1, 2003.

          c. In the event that the New Premium from VB products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Eighteen Million Dollars and
     No Cents ($18,000,000.00) or greater but less than Twenty Million Dollars
     and No Cents ($20,000,000.00) and there is a 75% or greater Persistency
     level from January 1, 2000 to January 1, 2003, then Two

                                        2

<PAGE>

     Hundred Ninety-One Thousand Three Hundred Seventy-Five Dollars and No Cents
     ($291,375.00) of the Principal Sum is not subject to reimbursement leaving
     Forty-One Thousand Six Hundred Twenty-Five Dollars and No Cents
     ($41,625.00) in Principal Sum due and payable to Unum, which shall accrue
     interest from May 1, 2003.

          d. In the event that the New Premium from VB products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Eighteen Million Dollars and
     No Cents ($18,000,000.00) or greater but less than Twenty Million Dollars
     and No Cents ($20,000,000.00) and there is a less than 75% Persistency
     level from January 1, 2000 to January 1, 2003, then Two Hundred Forty-Nine
     Thousand Seven Hundred Fifty Dollars and No Cents ($249,750.00) of the
     Principal Sum is not subject to reimbursement leaving Eighty-Three Thousand
     Two Hundred Fifty Dollars and No Cents ($83,250.00) in Principal Sum due
     and payable to Unum, which shall accrue interest from May 1, 2003.

          e. In the event that the New Premium from VB products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Sixteen Million Dollars and No
     Cents ($16,000,000.00) or greater but less than Eighteen Million Dollars
     and No Cents ($18,000,000.00) and there is a 75% or greater Persistency
     level from January 1, 2000 to January 1, 2003, then Two Hundred Forty-Nine
     Thousand Seven Hundred Fifty Dollars and No Cents ($249,750.00) of the
     Principal Sum is not subject to reimbursement leaving Eighty-Three Thousand
     Two Hundred Fifty Dollars and No Cents ($83,250.00) in Principal Sum due
     and payable to Unum, which shall accrue interest from May 1, 2003.

                                        3

<PAGE>

          f. In the event that the New Premium from VB products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Sixteen Million Dollars and No
     Cents ($16,000,000.00) or greater but less than Eighteen Million Dollars
     and No Cents ($18,000,000.00) and there is a less than 75% Persistency
     level from January 1, 2000 to January 1, 2003, then One Hundred Sixty-Six
     Thousand Five Hundred Dollars and No Cents ($166,500.00) of the Principal
     Sum is not subject to reimbursement leaving One Hundred Sixty-Six Thousand
     Five Hundred Dollars and No Cents ($166,500.00) in Principal Sum due and
     payable to Unum, which shall accrue interest from May 1, 2003.

          g. In the event that the New Premium from VB products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total Fifteen Million Nine Hundred
     Ninety-Nine Thousand Nine Hundred Ninety-Nine Dollars and Ninety-Nine Cents
     ($15,999,999.99) or less and there is a 75% or greater Persistency level
     from January 1, 2000 to January l, 2003, then Eighty-Three Thousand Two
     Hundred Fifty Dollars and No Cents ($83,250.00) of the Principal Sum is not
     subject to reimbursement leaving Two Hundred Forty-Nine Thousand Seven
     Hundred Fifty Dollars and No Cents ($249,750.00) in Principal Sum due and
     payable to Unum, which shall accrue interest from May 1, 2003.

          h. In the event that the New Premium from VB products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Fifteen Million Nine Hundred
     Ninety-Nine Thousand Nine Hundred Ninety-Nine Dollars and Ninety-Nine Cents
     ($15,999,999.99) and there is a less than 75% Persistency level from
     January 1, 2000 to January 1, 2003, then all NO

                                        4

<PAGE>

     principal shall be reimbursable leaving Three Hundred Thirty-Three Thousand
     Dollars and No Cents ($333,000.00) in principal due and payable to Unum,
     which shall accrue interest from May 1, 2003.

          i. New Premium shall mean annualized premiums based on VB applications
     received in the Home Office for Unum sold by or enrolled by USI or business
     sold with the assistance of USI and designated by Unum as a New Premium
     Case in the separate time frames listed above and shall only include
     premium for policies on which at least one modal premium is collected and
     shall only be for the following products: PS1000, PS2000, PS Enhancer and
     Cancer Assistance or any new products introduced by the Voluntary Benefits
     area.

          j. Persistency is defined as a fraction, the denominator of which is
     "Beginning Inforce", as defined herein, and the numerator of which is "Year
     End Inforce", as defined herein. The resulting fraction shall be expressed
     as a percentage, rounded to the nearest hundredth of a percent.

          k. Beginning In-Force shall mean the total individual VB policies
     issued and paid for during the first two years of the agreement, and on
     which a USI representative is the designated "Broker-of-Record", as defined
     herein.

          l. Year End In-Force shall mean total individual VB policies issued
     and paid for during the first two years of the agreement and remaining
     inforce 12 months after their issue date.

          m. Broker-of-Record shall mean the broker designated by the
     policyholder or contract holder and recognized by Unum as entitled to
     receive commissions or service fees on a policy or contract to which this
     program applies.

                                        5

<PAGE>

     3. Reimbursable Principal Sum.
        --------------------------

          a. In the event that on or before May l, 2003 USI has not produced
     sufficient New Premium amounts, the difference between the amounts earned
     hereunder and the Principal Sum shall become due and payable on May 1, 2005
     with interest thereon commencing on May 1, 2003, payable in monthly
     installments of principal and interest to be set on May l, 2003 at a rate
     per annum of 2% over the rate of interest publicly announced by SunTrust
     Bank, Chattanooga, N.A. or its successor, from time to time in Chattanooga,
     Tennessee as its "Base" or "Prime" rate, with payments due on the first
     business day of each month thereafter in an amount calculated to fully
     amortize the outstanding principal balance over a twenty-four (24) month
     period.

          b. In the event any monthly payment due and payable herein shall
     become overdue for a period in excess of ten (10) days, a charge of 4% of
     such overdue payment may be charged by Unum for the purpose of defraying
     the expense incident to handling such overdue payment. This provision shall
     not be deemed to excuse a late payment or be deemed a waiver of any other
     rights Unum may have including the right to declare the entire unpaid
     principal and interest due and payable.

     4. Additional Marketing Service Fee Payable.
        ----------------------------------------

          a. In the event that New Premium production equals or exceeds Twenty
     Million Dollars and No Cents ($20,000,000.00) and New Premium from the sale
     of Group products generated under the USI Marketing Support Agreement for
     Group Products between Unum and USI dated May 16, 2000 ("USI Group
     Agreement") (a copy of which is attached hereto as Exhibit "A") equals or
     exceeds Forty Million Dollars and

                                        6

<PAGE>

     No Cents ($40,000,000.00) on January 1, 2003, Unum will give USI an
     additional MSF of Twelve Thousand Five Hundred Dollars and No Cents
     ($12,500.00).

          b. In the event that New Premium production hereunder and under the
     USI Group Agreement equals Sixty-Five Million Dollars and No Cents
     ($65,000,000.00), but is less than Seventy Million Dollars and No Cents
     ($70,000,000.00), Unum will give USI an additional MSF of Twenty-Five
     Thousand Dollars and No Cents ($25,000.00) on January 1, 2003 if the New
     Premium production amounts hereunder equal at least Twenty Million Dollars
     and No Cents ($20,000,000.00) and the New Premium generated under the USI
     Group Agreement equal at least Forty Million Dollars and No Cents
     ($40,000,000.00).

          c. In the event that New Premium production hereunder and under the
     USI Group Agreement equals Seventy Million Dollars and No Cents
     ($70,000,000.00), but is less than Seventy-Five Million Dollars and No
     Cents ($75,000,000.00), Unum will give USI an additional MSF of
     Thirty-Seven Thousand Five Hundred Dollars and No Cents ($37,500.00) on
     January 1, 2003 if the New Premium production amounts hereunder equal at
     least Twenty Million Dollars and No Cents ($20,000,000.00) and the New
     Premium amounts under the USI Group Agreement equal at least Forty Million
     Dollars and No Cents ($40,000,000.00).

          d. In the event that New Premium production hereunder and under the
     USI Group Agreement equals Seventy-Five Million Dollars and No Cents
     ($75,000,000.00) or greater, Unum will give USI an additional MSF of Fifty
     Thousand Dollars and No Cents ($50,000.00) on January 1, 2003 if the New
     Premium production amounts hereunder equal at least Twenty Million Dollars
     and No Cents ($20,000,000.00) and the New

                                        7

<PAGE>

     Premium amounts under the USI Group Agreement equal at least Forty Million
     Dollars and No Cents ($40,000,000.00).

          It is understood between Unum and USI that the payments described
above shall be a one time additional MSF payment based on the final results as
of January 1, 2003 and there shall be no aggregation from the first level of
payment to the last level.

     5. Conditions Precedent. Prior to closing, Unum shall have received from
        --------------------
USI's Senior Vice President and General Counsel, in form and content acceptable
to Unum, the following:

          a. an internal memorandum confirming USI's good standing; and

          b. an internal memorandum confirming that the Agreement is valid and
     enforceable against USI according to its terms.

     6. Methods of Payment. Payments of principal and interest shall be payable
        ------------------
in lawful money of the United State of America and shall be delivered to
UnumProvident Corporation, One Fountain Square, Chattanooga, Tennessee 37402,
Attention: Roger D. Wall, Vice President, National Marketing Organization, or
such other location as Unum may designate from time to time.

     7. Prepayment. USI shall have the right to prepay the reimbursable amount
        ----------
in whole or in part, without penalty, plus accrued interest, at any time before
May 1, 2005. All such prepayments will be applied upon installments of most
remote maturity.

     8.Representations. USI hereby warrants and represents to Unum that:
       ---------------

          a. All necessary administrative and governmental approvals, if any,
     have been obtained regarding the transaction for which USI will use the
     proceeds of the payment hereunder.

                                        8

<PAGE>

          b. The execution, delivery and performance by USI of this Agreement,
     has been duly authorized by the necessary and appropriate parties and are
     within the corporate power of USI, and this Agreement is enforceable in
     accordance with its terms and will not result in a breach of any term or
     condition of USI's charter or by-laws or any indenture, mortgage, deed of
     trust, loan agreement or any other agreement to which USI is a party.

          c. USI's network of retail insurance brokerage companies are
     fully-licensed agencies under the laws of the state in which they are
     located and are corporations duly organized and validly existing under
     those laws.

          d. There are no proceedings, litigations, or investigations pending,
     or to the knowledge of USI threatened, against or affecting USI in or
     before any court, governmental authority, agency, arbitration board or
     tribunal that individually or in the aggregate involve the reasonable
     possibility of materially and adversely affecting the condition (financial
     or otherwise) of USI or the ability of USI to perform this Agreement.

          e. There has been no change in the business prospects, profits,
     property or condition (financial or otherwise) of USI in the last six
     months, except changes in the ordinary course of business, none of which
     individually or in the aggregate has been materially adverse.

          f. Financial statements were supplied to Unum by USI. USI understands
     that Unum has relied on such financial statements in making the advance
     hereunder, and such financial statements contain no material errors or
     omissions and correctly state the financial position of USI.

                                        9

<PAGE>

     9. Covenants. USI covenants that so long as the Principal Sum and any
        ---------
interest thereon is subject to reimbursement :

          a. USI shall furnish such financial information as, from time to time,
     Unum may request, including, but not limited to, certified financial
     statements on an annual basis.

          b. USI shall continue to be contracted with Unum to write the types of
     insurance for which it is presently contracted with Unum, subject to Unum's
     right to terminate any or all of the agency agreement(s) between USI and
     Unum or any of its affiliated companies, as provided in those agreements,
     at any time during the term of this Agreement. In the event of a
     termination of any agency agreement, USI and Unum agree that such
     terminated agency's production and persistency level for the prior periods
     will be credited through the Determination Date for the purpose of
     determining any reimbursable amount due to Unum under this Agreement.

          c. USI shall comply in all material aspects with the provisions of
     ERISA.

          d. USI shall not change its legal name or operate or do business
     under, as, or in any name other than the name represented in this Agreement
     without prior written notice to Unum.

     10. Events of Default. Upon the occurrence of any of the following events
         -----------------
("Events of Default"), and notwithstanding Unum's previous knowledge thereof,
the principal unpaid balance of the Principal Sum, together with the interest
thereon, shall become due and payable on

                                       10

<PAGE>

demand of Unum without presentation, demand for payment, notice of dishonor,
protest or notice of protest of any kind, all of which are hereby expressly
waived by USI:

          a. Any default by USI in the payment, when due, of any part of the
     principal of or interest on the Principal Sum.

          b. Any warranty or representation by USI contained in this Agreement
     or in any instrument furnished in compliance with this Agreement is false
     or incorrect in any material respect.

          c. USI fails to perform or observe any covenant contained in this
     Agreement.

          d. USI fails to comply with any other provision of this Agreement and
     such failure continues for more than thirty (30) days after USI has
     knowledge or notice of such failure.

          e. USI shall (i) become insolvent or bankrupt, or cease, be unable, or
     admit in writing its inability to pay its debts as they mature, or make a
     general assignment for the benefit of, or enter into any composition or
     arrangement with, creditors; (ii) apply for, or consent (by admission of
     material allegations of a petition or otherwise) to the appointment of a
     custodian, receiver, trustee or liquidator of it or of a substantial part
     of its assets, or authorize such application or consent; (iii) permit or
     suffer proceedings seeking such appointment to be commenced against it
     without such authorization, consent or application; (iv) authorize or file
     a voluntary petition in bankruptcy or apply for or consent (by admission of
     material allegations of a petition or otherwise) to the application of any
     bankruptcy, reorganization, readjustment of debt, insolvency, dissolution,
     liquidation or other similar law of any jurisdiction, or authorize such
     application or consent; (v) permit or suffer proceedings to such end to be
     instituted

                                       11

<PAGE>

     against it without such authorization, application or consent; or (vi)
     permit or suffer all or any substantial part of its property to be
     sequestered or attached by court order.

          f. Any attachment, seizure, garnishment, or levy with respect to any
     property of USI by any creditor.

          g. USI's failure to remit payables consisting of collected insurance
     premiums to Unum or any of its affiliates in accordance with each such
     company's requirements.

          h. Any failure by USI to hold collected insurance premiums in trust
     for Unum or any of its affiliates in accordance with each such company's
     requirements.

     11. Remedies. Upon the occurrence of an Event of Default, and
         --------
notwithstanding Unum's previous knowledge thereof, Unum and any of its
affiliates may without notice to USI:

          a. Take any action to enforce payment of the Principal Sum or
     performance of any of the covenants contained in this Agreement.

          b. Withhold and apply to amounts due Unum hereunder:

               (1) Insurance commissions due USI; and

               (2) Sums due USI earned through any excess commission or
          marketing support programs.

          c. USI will pay to Unum such amount as shall be sufficient to cover
     the cost and expense of collection, including, without limitation,
     reasonable attorneys' fees, expenses and disbursements, and any
     out-of-pocket costs and expenses of Unum incurred in connection with
     analyzing, evaluating, protecting, ascertaining, defending or enforcing any
     of its rights as set fourth herein.

     12. Waiver. Neither the failure nor any delay on the part of USI or Unum to
         ------
exercise any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or

                                       12

<PAGE>

partial exercise of any such right, power or privilege preclude any other or
further exercise thereof, or the exercise of any other right, power or
privilege.

     13. Benefits. This Agreement shall be binding upon and inure to the benefit
         --------
of USI and Unum, and their respective successors and assigns, and any
subsidiaries or affiliates of either, whether now or hereafter formed.

     14. Construction. This Agreement shall be governed by and construed in
         ------------
accordance with the laws of the State of Tennessee. In the event any portion of
this Agreement shall be unenforceable under the laws of the State of Tennessee,
the remaining portion of this Agreement shall remain in effect.

     15. Notices. Any notices or communications required to be given hereunder
         -------
shall be in writing and sent postage prepaid, certified mail - return receipt
requested - to the other part at the address on the first page of this Agreement
or as designated by USI or Unum. Such notices shall be deemed delivered when
sent. Each such notice shall be marked to the attention of "Vice President,
National Marketing Organization" if to Unum and "President" if to USI.

     16. Rating, Underwriting and Marketing Practices. This Agreement and any
         --------------------------------------------
other documents related thereto ("these Agreements") are not contingent upon
Unum's rating, underwriting or marketing practices. These Agreements do not
expressly or impliedly obligate Unum to accept insurance business from USI that
does not comply with Unum's rating, underwriting or marketing practices as they
may exist and change from time to time during the term of these Agreements. USI
agrees that changes in rating, underwriting or marketing practices may be made
within Unum's sole discretion and that such changes shall not impair or in any
way affect USI's obligations under these Agreements. USI also agrees that Unum
may terminate any or all of the agency agreements between USI and Unum, or any
of its affiliated companies, as

                                       13

<PAGE>

provided in said agreements, at any time during the term of these Agreements and
that such termination will not impair or in any way affect USI's obligations
under this Agreement.

     17. Entire Agreement. This Agreement constitutes the entire agreement
         ----------------
between the parties relating to the matters contained herein and supersedes all
previous communications, representations or agreements, either oral or written,
with respect to the subject matter hereof. Any modification to this Agreement
must be in writing and signed by authorized officers of both parties.

     18. Headings. The section headings herein are included for convenience only
         --------
and shall not be deemed to be a part of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of May 16,
2000.

UNUMPROVIDENT CORPORATION                           USI INSURANCE SERVICES CORP.
       ("Unum")                                                 ("USI")


By:  /s/ Roger D. Wall                               By:  /s/ David L. Eslick
    ----------------------------------                  ------------------------
Name: Roger D. Wall                                 Name: Illegible
Title: National Marketing Organization              Title: President and COO

                                       14

<PAGE>

                                    EXHIBIT A

               USI MARKETING SUPPORT AGREEMENT FOR GROUP PRODUCTS
                                  ("AGREEMENT")

     This Agreement is entered into as of May 16, 2000, by and between
UnumProvident Corporation, a Delaware corporation located at One Fountain
Square, Chattanooga, Tennessee 37402 ("Unum") and USI Insurance Services Corp.,
a Delaware corporation located at 50 California Street, 24th Floor, San
Francisco, California ("USI").

                               W I T N E S S E T H
                               -------------------

     WHEREAS, USI wants Unum to pay USI Marketing Service Fees ("MSF") in the
sum of Six Hundred Sixty-Seven Thousand Dollars and No Cents ($667,000.00)
("Principal Sum") to be used for the following purpose: Marketing, through its
network of retail insurance brokerage and administrative service companies, Unum
or its subsidiaries' Group products.

     WHEREAS, Unum is willing to pay USI the Principal Sum for such purpose with
the understanding that the Principal Sum, or a portion thereof, remains subject
to reimbursement pursuant to the terms and conditions contained herein.

     NOW THEREFORE, it is understood and agreed as follows:

     1. Marketing Fee Service Payment. Subject to the terms and conditions
        -----------------------------
contained herein, Unum shall pay USI the Principal Sum as follows: Two Hundred
Twenty-Three Thousand Dollars and No Cents ($223,000.00) upon execution of this
Agreement and thereafter Two Hundred Twenty-Two Thousand Dollars and No Cents
($222,000.00) on Monday, July 3, 2000 and Two Hundred Twenty-Two Thousand
Dollars and No Cents ($222.000.00) on Monday, October 2, 2000.

<PAGE>

     2. Potential Fee Reimbursement. On May 1, 2003 (the "Determination Date")
        ---------------------------
Unum shall determine how much, if any, of the Principal Sum paid to USI is
subject to reimbursement pursuant to the following criteria:

          a. In the event that the New Premium from Group products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Forty Million Dollars and No
     Cents ($40,000,000.00) and there is a 90% or greater persistency level from
     January 1, 2000 to January 1, 2003, then the Principal Sum is not subject
     to reimbursement.

          b. In the event that the New Premium from Group products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Forty Million Dollars and No
     Cents ($40,000,000.00) and there is a less than 90% Persistency level from
     January 1, 2000 to January l, 2003, then Five Hundred Eighty-Three Thousand
     Six Hundred Twenty-Five Dollars and No Cents ($583,625.00) of the Principal
     Sum is not subject to reimbursement leaving Eighty-Three Thousand Three
     Hundred Seventy-Five Dollars and No Cents ($83,375.00) in Principal Sum due
     and payable to Unum, which shall accrue interest from May 1, 2003.

          c. In the event that the New Premium from Group products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Thirty-Six Million Dollars and
     No Cents ($36,000,000.00) or greater but less than Forty Million Dollars
     and No Cents ($40,000,000.00) and there is a 90% or greater Persistency
     level from January 1, 2000 to January 1, 2003, then Five Hundred
     Eighty-Three Thousand Six Hundred Twenty-Five

                                        2

<PAGE>

     Dollars and No Cents ($583,625.00) of the Principal Sum shall not be
     subject to reimbursement leaving Eighty-Three Thousand Three Hundred
     Seventy-Five Dollars and No Cents ($83,375.00) in Principal Sum due and
     payable to Unum, which shall accrue interest from May 1, 2003.

          d. In the event that the New Premium from Group products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Thirty-Six Million Dollars and
     No Cents ($36,000,000.00) or greater but less than Forty Million Dollars
     and No Cents ($40,000,000.00) and there is a less than 90% Persistency
     level from January l, 2000 to January 1, 2003, then Five Hundred Thousand
     Two Hundred Fifty Dollars and No Cents ($500,250.00) of the Principal Sum
     shall not be subject to reimbursement leaving One Hundred Sixty-Six
     Thousand Seven Hundred Fifty Dollars and No Cents ($166,750.00) in
     Principal Sum due and payable to Unum, which shall accrue interest from May
     1, 2003.

          e. In the event that the New Premium from Group products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Thirty-Two Million Dollars and
     No Cents ($32,000,000.00) or greater but less than Thirty-Six Million
     Dollars and No Cents ($36,000,000.00) and there is a 90% or greater
     Persistency level from January l, 2000 to January 1, 2003, then Five
     Hundred Thousand Two Hundred Fifty Dollars and No Cents ($500,250.00) of
     the Principal Sum shall not be subject to reimbursement leaving One Hundred
     Sixty-Six Thousand Seven Hundred Fifty Dollars and No Cents ($166,750.00)

                                        3

<PAGE>

     in Principal Sum due and payable to Unum, which shall accrue interest from
     May 1, 2003.

          f. In the event that the New Premium from Group products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total at least Thirty-Two Million Dollars and
     No Cents ($32,000,000.00) or greater but less than Thirty-Six Million
     Dollars and No Cents ($36,000,000.00) and there is less than a 90%
     Persistency level from January 1, 2000 to January 1, 2003, then Three
     Hundred Thirty-Three Thousand Five Hundred Dollars and No Cents
     ($333,500.00) of the Principal Sum shall not be subject to reimbursement
     leaving Three Hundred Thirty-Three Thousand Five Hundred Dollars and No
     Cents ($333,500.00) in Principal Sum due and payable to Unum, which shall
     accrue interest from May l, 2003.

          g. In the event that the New Premium from Group products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a New Premium Case total Thirty-One Million Nine Hundred
     Ninety-Nine Thousand Nine Hundred Ninety-Nine Dollars and Ninety-Nine Cents
     ($31,999,999.99) or less and there is a 90% or greater Persistency level
     from January l, 2000 to January l, 2003, then One Hundred Sixty-Six
     Thousand Seven Hundred Fifty Dollars and No Cents ($166,750.00) of the
     Principal Sum shall not be subject to reimbursement leaving Five Hundred
     Thousand Two Hundred Fifty Dollars and No Cents ($500,250.00) in Principal
     Sum due and payable to Unum, which shall accrue interest from May 1, 2003.

          h. In the event that the New Premium from Group products sold by or
     enrolled by USI or business sold with the assistance of USI and designated
     by Unum as a

                                        4

<PAGE>

     New Premium Case total Thirty-One Million Nine Hundred Ninety-Nine Thousand
     Nine Hundred Ninety-Nine Dollars and Ninety-Nine Cents ($31,999,999.99) or
     less and there is a less than 90% Persistency level from January 1, 2000 to
     January 1, 2003, then NO principal shall not be subject to reimbursement
     leaving Six Hundred Sixty-Seven Thousand Dollars and No Cents ($667,000.00)
     in principal due and payable to Unum, which shall accrue interest from May
     1, 2003.

          i. New Premium shall mean annualized premiums based on new group
     business submitted and received by UNUM in the Home Office, sold by USI
     producers and designated by UNUM as a New Premium Case, in the time frames
     listed above and shall only be for the following products: UNUM Group Basic
     Accidental Death & Dismemberment, UNUM Group Life, UNUM Group Long Term
     Care, UNUM Long Term Income Protection, UNUM Short Term Income Protection,
     UNUM Short Term Disability - New York, UNUM Group Travel, UNUM Group
     Universal Life, UNUM Voluntary Group Accidental Death & Dismemberment - New
     York, or any new products introduced by the group benefits area.

          j. Persistency is defined as a fraction, the denominator of which is
     "Beginning In-force," as defined herein, and the numerator of which is
     "Year End Inforce," as defined herein. The resulting fraction shall be
     express as a percentage, rounded to the nearest hundredth of a percent.

          k. Beginning In-force shall mean the aggregate annualized product
     premium from cases that are in force on January 1 of the calendar
     production year, and on which a USI representative is the designated
     "Broker-of-Record," as defined herein.

                                        5

<PAGE>

          l. Year End In-Force shall mean "Beginning In-Force" minus the
     aggregate annualized product premium which is lost from Beginning In-Force
     during calendar year production year due to termination, cancellation, or
     other discontinuance of insurance, and excluding any new product premium
     produced in such calendar production year.

          m. Broker-of-Record shall mean the broker designated by the
     policyholder or contract holder and recognized by UNUM as entitled to
     receive commissions or service fees on a policy or contract to which this
     program applies.

     3. Reimbursable Principal Sum.
        --------------------------

          a. In the event that on or before May 1, 2003 USI has not produced
     sufficient New Premium amounts, the difference between the amounts not
     subject to reimbursement hereunder and the Principal Sum shall become due
     and payable on May 1, 2005 with interest thereon commencing on May 1, 2003
     and payable in monthly installments of principal and interest to be set on
     May 1, 2003 at a rate per annum of 2% over the rate of interest publicly
     announced by SunTrust Bank, Chattanooga, N.A. or its successor, from time
     to time in Chattanooga, Tennessee as its "Base" or "Prime" rate, with
     payments due on the first business day of each month thereafter in an
     amount calculated to fully amortize the outstanding principal balance over
     a twenty-four (24) month period.

          b. In the event any monthly payment due and payable herein shall
     become overdue for a period in excess of ten (10) days, a charge of 4% of
     such overdue payment may be charged by Unum for the purpose of defraying
     the expense incident to handling such overdue payment. This provision

                                        6

<PAGE>

     shall not be deemed to excuse a late payment or be deemed a waiver of any
     other rights Unum may have including the right to declare the entire unpaid
     principal and interest due and payable.

     4. Conditions Precedent. Prior to closing, Unum shall have received from
        --------------------
USI's Senior Vice President and General Counsel, in form and content acceptable
to Unum, the following:

          a. an internal memorandum confirming USI's good standing; and

          b. an internal memorandum confirming that the Agreement is valid and
     enforceable again USI according to its terms.

     5. Methods of Payment. Payments of principal and interest shall be payable
        ------------------
in lawful money of the United State of America and shall be delivered to
UnumProvident Corporation, One Fountain Square, Chattanooga, Tennessee 37402,
Attention: Roger D. Wall, Vice President, National Marketing Organization, or
such other location as Unum may designate from time to time.

     6. Prepayment. USI shall have the right to prepay the reimbursable amount
        ----------
in whole or in part, without penalty, plus accrued interest, at any time before
May 1, 2005. All such prepayments will be applied upon installments of most
remote maturity.

     7. Representations. USI hereby warrants and represents to Unum that:
        ---------------

          a. All necessary administrative and governmental approvals, if any,
     have been obtained regarding the transaction for which USI will use the
     proceeds of the payment hereunder.

                                        7

<PAGE>

          b. The execution, delivery and performance by USI of this Agreement,
     has been duly authorized by the necessary and appropriate parties and are
     within the corporate power of USI, and this Agreement is enforceable in
     accordance with its terms and will not result in a breach of any term or
     condition of USI's charter or by-laws or any indenture, mortgage, deed of
     trust, loan agreement or any other agreement to which USI is a party.

          c. USI's network of retail insurance brokerage companies are
     fully-licensed agencies under the laws of the state in which they are
     located and are corporations duly organized and validly existing under
     those laws.

          d. There are no proceedings, litigations, or investigations pending,
     or to the knowledge of USI threatened, against or affecting USI in or
     before any court, governmental authority, agency, arbitration board or
     tribunal that individually or in the aggregate involve the reasonable
     possibility of materially and adversely affecting the condition (financial
     or otherwise) of USI or the ability of USI to perform this Agreement.

          e. There has been no change in the business prospects, profits,
     property or condition (financial or otherwise) of USI in the last six
     months, except changes in the ordinary course of business, none of which
     individually or in the aggregate has been materially adverse.

          f. Financial statements were supplied to Unum by USI. USI understands
     that Unum has relied on such financial statements in making the advance
     hereunder, and such financial statements contain no material errors or
     omissions and correctly state the financial position of USI.

                                        8

<PAGE>

     8. Covenants. USI covenants that so long as the Principal Sum and any
        ---------
interest thereon is subject to reimbursement:

          a. USI shall furnish such financial information as, from time to time,
     Unum may request, including, but not limited to, certified financial
     statements on an annual basis.

          b. USI shall continue to be contracted with Unum to write the types of
     insurance for which it is presently contracted with Unum, subject to Unum's
     right to terminate any or all of the agency agreement(s) between USI and
     Unum or any of its affiliated companies, as provided in those agreements,
     at any time during the term of this Agreement. In the event of a
     termination of any agency agreement, USI and Unum agree that such
     terminated agency's production and persistency level for the prior periods
     will be credited through the Determination Date for the purpose of
     determining any reimbursement amount due to Unum under this Agreement.

          c. USI shall comply in all material aspects with the provisions of
     ERISA.

          d. USI shall not change its legal name or operate or do business
     under, as, or in any name other than the name represented in this Agreement
     without prior written notice to Unum.

     9. Events of Default. Upon the occurrence of any of the following events
        -----------------
("Events of Default"), and notwithstanding Unum's previous knowledge thereof,
the principal unpaid balance of the Principal Sum, together with the interest
thereon, shall become due and payable on demand of Unum without presentation,
demand for payment, notice of dishonor, protest or notice of protest of any
kind, all of which are hereby expressly waived by USI:

                                        9

<PAGE>

          a. Any default by USI in the payment, when due, of any part of the
     principal of or interest on the Principal Sum.

          b. Any warranty or representation by USI contained in this Agreement
     or in any instrument furnished in compliance with this Agreement is false
     or incorrect in any material respect.

          c. USI fails to perform or observe any covenant contained in this
     Agreement.

          d. USI fails to comply with any other provision of this Agreement and
     such failure continues for more than thirty (30) days after USI has
     knowledge or notice of such failure.

          e. USI shall (i) become insolvent or bankrupt, or cease, be unable, or
     admit in writing its inability to pay its debts as they mature, or make a
     general assignment for the benefit of, or enter into any composition or
     arrangement with, creditors; (ii) apply for, or consent (by admission of
     material allegations of a petition or otherwise) to the appointment of a
     custodian, receiver, trustee or liquidator of it or of a substantial part
     of its assets, or authorize such application or consent; (iii) permit or
     suffer proceedings seeking such appointment to be commenced against it
     without such authorization, consent or application; (iv) authorize or file
     a voluntary petition in bankruptcy or apply for or consent (by admission of
     material allegations of a petition or otherwise) to the application of any
     bankruptcy, reorganization, readjustment of debt, insolvency, dissolution,
     liquidation or other similar law of any jurisdiction, or authorize such
     application or consent; (v) permit or suffer proceedings to such end to be
     instituted against it without such authorization, application or consent;
     or (vi) permit or suffer all or any substantial part of its property to be
     sequestered or attached by court order.

                                       10

<PAGE>

          f. Any attachment, seizure, garnishment, or levy with respect to any
     property of USI by any creditor.

          g. USI's failure to remit payables consisting of collected insurance
     premiums to Unum or any of its affiliates in accordance with each such
     company's requirements.

          h. Any failure by USI to hold collected insurance premiums in trust
     for Unum or any of its affiliates in accordance with each such company's
     requirements.

     10. Remedies. Upon the occurrence of an Event of Default, and
         --------
notwithstanding Unum's previous knowledge thereof, Unum and any of its
affiliates may without notice to USI:

          a. Take any action to enforce payment of the Principal Sum or
     performance of any of the covenants contained in this Agreement.

          b. Withhold and apply to amounts due Unum hereunder:

               (1) Insurance commissions due USI; and

               (2) Sums due USI earned through any excess commission or
          marketing support programs.

          c. USI will pay to Unum such amount as shall be sufficient to cover
     the cost and expense of collection, including, without limitation,
     reasonable attorneys' fees, expenses and disbursements, and any
     out-of-pocket costs and expenses of Unum incurred in connection with
     analyzing, evaluating, protecting, ascertaining, defending or enforcing any
     of its rights as set forth herein.

     11. Waiver. Neither the failure nor any delay on the part of USI or Unum to
         ------
exercise any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or

                                       11

<PAGE>

partial exercise of any such right, power or privilege preclude any other or
further exercise thereof, or the exercise of any other right, power or
privilege.

     12. Benefits. This Agreement shall be binding upon and inure to the benefit
         --------
of USI and Unum, and their respective successors and assigns, and any
subsidiaries or affiliates of either, whether now or hereafter formed.

     13. Construction. This Agreement shall be governed by and construed in
         ------------
accordance with the laws of the State of Tennessee. In the event any portion of
this Agreement shall be unenforceable under the laws of the State of Tennessee,
the remaining portion of this Agreement shall remain in effect.

     14. Notices. Any notices or communications required to be given hereunder
         -------
shall be in writing and sent postage prepaid, certified mail - return receipt
requested - to the other part at the address on the first page of this Agreement
or as designated by USI or Unum. Such notices shall be deemed delivered when
sent. Each such notice shall be marked to the attention of "Vice President,
National Marketing Organization" if to Unum and "President" if to USI.

     15. Rating, Underwriting and Marketing Practices. This Agreement and any
         --------------------------------------------
other documents related thereto ("these Agreements") are not contingent upon
Unum's rating, underwriting or marketing practices. These Agreements do not
expressly or impliedly obligate Unum to accept insurance business from USI that
does not comply with Unum's rating, underwriting or marketing practices as they
may exist and change from time to time during the term of these Agreements. USI
agrees that changes in rating, underwriting or marketing practices may be made
within Unum's sole discretion and that such changes shall not impair or in any
way affect USI's obligations under these Agreements. USI also agrees that Unum
may terminate any or all of the agency agreements between USI and Unum, or any
of its affiliated companies, as

                                       12

<PAGE>

provided in said agreements, at any time during the term of these Agreements and
that such termination will not impair or in any way affect USI's obligations
under this Agreement.

     16. Entire Agreement. This Agreement constitutes the entire agreement
         ----------------
between the parties relating to the matters contained herein and supersedes all
previous communications, representations or agreements, either oral or written,
with respect to the subject matter hereof. Any modification to this Agreement
must be in writing and signed by authorized officers of both parties.

     17. Headings. The section headings herein are included for convenience only
         --------
and shall not be deemed to be a part of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of May 16,
2000.

UNUMPROVIDENT CORPORATION                   USI INSURANCE SERVICES CORP.
       ("Unum")                                      ("USI")


By:    /s/ Roger D. Wall                    By:    /s/ DAVID L. ESLICK
       -------------------------------             -----------------------------
Name:  Roger D. Wall                        Name:  DAVID L. ESLICK
Title: National Marketing Organization      Title: President & Coo

                                       13