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                                                                    EXHIBIT 10.3

                      SECOND AMENDMENT TO CREDIT AGREEMENT
                      ------------------------------------

          SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
December 29, 2000, among U.S.I. HOLDINGS CORPORATION, a Delaware corporation
(the "Borrower"), the various lenders from time to time party to the Credit
Agreement referred to below (the "Lenders"), CREDIT LYONNAIS CAYMAN ISLAND
BRANCH, as Administrative Agent (the "Administrative Agent") and THE CHASE
MANHATTAN BANK, as Syndication Agent (the "Syndication Agent"). All capitalized
terms used herein and not otherwise defined shall have the respective meanings
assigned to such terms in the Credit Agreement.

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

          WHEREAS, the Borrower, the Lenders, the Administrative Agent and the
Syndication Agent are parties to a Credit Agreement, dated as of September 17,
1999 (as amended, modified or supplemented to the date hereof, the "Credit
Agreement");

          WHEREAS, the Borrower has requested that the Lenders agree to amend
certain provisions of the Credit Agreement as herein provided; and

          WHEREAS, the Lenders have agreed to the amendments to the Credit
Agreement as herein provided, subject to the terms and conditions set forth
herein;

          NOW, THEREFORE, the parties hereto agree as follows:

          1. Schedule 1.1(e) of the Credit Agreement is hereby amended by
appending Exhibit A hereto.

          2. Section 1.1 of the Credit Agreement is hereby amended by inserting
the following new definition in the appropriate alphabetical order:

               "Second Amendment Effective Date" means the Second Amendment
     Effective Date under and as defined in the Second Amendment, dated as of
     December 29, 2000, to this Agreement.

          3. Section 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Fee Letter" appearing therein and inserting the
following new definition in lieu thereof:

          "Fee Letter" means (i) the letter, dated August 27, 1999, addressed to
     the Borrower by Credit Lyonnais, Chase and Chase Securities Inc., as
     amended from time to time by the written agreement of the Borrower, Credit
     Lyonnais, Chase and Chase Securities Inc. and (ii) the Refinancing Fee
     Letter, dated February 23, 1999, addressed to the Borrower by Credit
     Lyonnais, Chase and Chase Securities Inc., as amended from time to time by
     the written agreement of the Borrower, Credit Lyonnais, Chase and Chase
     Securities Inc.

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          4. Section 1.1 of the Credit Agreement is hereby further amended by
replacing in its entirety subparagraph (h) from the definition of "Permitted
Acquisition" with the following:

          (h) From and after the First Amendment Effective Date, the total
Acquisition Consideration for all such acquisitions (other than any such
acquisition which the Required Lenders exclude in writing from the application
of this subparagraph (h)) shall not exceed $10,000,000.

          5. Section 7.1 of the Credit Agreement is hereby amended by:

          (i) deleting the table appearing in subsection (a) in its entirety and
inserting in lieu thereof the following new table:

Date                                    Ratio
----                                    -----
March 31, 2000                          4.85
June 30, 2000                           4.75
September 30, 2000                      4.50
December 31, 2000                       4.25
March 31, 2001                          3.75
June 30, 2001                           3.50
September 30, 2001                      3.50
December 31, 2001                       3.50
March 31, 2002                          3.25
June 30, 2002 and the
last day of each fiscal
quarter thereafter                      3.25

          (ii) deleting the table appearing in subsection (b) in its entirety
and inserting in lieu thereof the following new table:

Date                                   Ratio
----                                   -----
March 31, 2000                          1.65
June 30, 2000                           1.75
September 30, 2000                      2.25
December 31, 2000                       2.25
March 31, 2001                          2.25
June 30, 2001                           2.25
September 30, 2001                      2.25
December 31, 2001                       2.50
March 31, 2002 and the
last day of each fiscal
quarter thereafter                      3.00

                                        2

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          (iii) deleting the table appearing in subsection (c) in its entirety
and inserting in lieu thereof the following new table:

Date                                   Ratio
----                                   -----
March 31, 2000                        no test
June 30, 2000                         no test
September 30, 2000                    no test
December 31, 2000                     no test
March 31, 2001                        no test
June 30, 2001                         no test
September 30, 2001                    no test
December 31, 2001                       1.00
March 31, 2002                          1.25
June 30, 2002                           1.25
September 30, 2002                      1.25
December 31, 2002                       1.25
March 31, 2003                          1.35
June 30, 2003                           1.35
September 30, 2003                      1.35
December 31, 2003                     no test
March 31, 2004                        no test
June 30, 2004                         no test
September 30, 2004                    no test

          (iv) deleting the table appearing in subsection (d) in its entirety
and inserting in lieu thereof the following new table:

Fiscal Quarter                          Amount
--------------                          ------
March 31, 2000                       $190,000,000
June 30, 2000                        $190,000,000
September 30, 2000                   $190,000,000
December 31, 2000                    $190,000,000
March 31, 2001                       $185,000,000
June 30, 2001                        $185,000,000
September 30, 2001                   $180,000,000
December 31, 2001                    $180,000,000
March 31, 2002                       $225,000,000
June 30, 2002                        $225,000,000
September 30, 2002                   $225,000,000
December 31, 2002                    $225,000,000
March 31, 2003                       $250,000,000
June 30, 2003                        $250,000,000
September 30, 2003                   $250,000,000
December 31, 2003                    $250,000,000

                                       3

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Fiscal Quarter                          Amount
--------------                          ------
March 31, 2004                       $250,000,000
June 30, 2004                        $250,000,000
September 30, 2004                   $250,000,000


          (v) deleting the phrase "4.0% of the Borrower's consolidated total
revenues (determined in accordance with GAAP) for its 1999 fiscal year" from
subsection (e)(ii) and inserting "$15,000,000" in lieu thereof.

          b. The Borrower hereby represents and warrants that (x) all
representations and warranties contained in Section 4 of the Credit Agreement
are true and correct in all material respects on and as of the Second Amendment
Effective Date (as defined below) after giving effect to this Amendment (unless
such representations and warranties relate to a specific earlier date, in which
case such representations and warranties shall be true and correct as of such
earlier date) and (y) there exists no Default or Event of Default on the Second
Amendment Effective Date, after giving effect to this Amendment.

          7. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any provision of the Credit Agreement or
any other Loan Document except as expressly set forth herein.

          8. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

          9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

          10. This Amendment shall become effective as of the date hereof on the
date (the "Second Amendment Effective Date") when (i) each of the Borrower and
the Required Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at its notice office and (ii)
the Third Amendment to the Refinancing Fee Letter, dated as of December 29,
2000, shall have been signed by the parties thereto.

          11. From and after the Second Amendment Effective Date, all references
in the Credit Agreement and each of the Loan Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement after giving effect to
this Amendment.

                                     * * *

          IN WITNESS WHEREOF, the parties hereto have caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.

                                       4

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          IN WITNESS WHEREOF, the parties hereto have caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.

                                            U.S.I. HOLDINGS CORPORATION


                                            By /s/ Bernard Mizel
                                              ----------------------------------
                                               Name:  Bernard Mizel
                                               Title: Chairman & CEO


                                            CREDIT LYONNAIS CAYMAN ISLAND BRANCH


                                            By /s/ W. Michael George
                                              ----------------------------------
                                               Name:  W. Michael George
                                               Title: Authorized Signature


                                            THE CHASE MANHATTAN BANK


                                            By /s/ Illegible
                                              ----------------------------------
                                               Name:
                                               Title:


                                            FIRSTAR BANK, N.A.


                                            By
                                              ----------------------------------
                                               Name:
                                               Title:

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                                            LASALLE BANK N.A. F/K/A
                                            LASALLE NATIONAL BANK


                                            By /s/ George L. Kumis
                                              ----------------------------------
                                               Name:  George L. Kumis
                                               Title: Senior Vice President


                                            PILGRIM PRIME RATE TRUST


                                            By: Pilgrim Investments, Inc.
                                                as its investment manager


                                            By /s/ Michel Prince
                                              ----------------------------------
                                               Name:  MICHEL PRINCE, CFA
                                               Title: VICE PRESIDENT


                                            PILGRIM AMERICA HIGH INCOME
                                              INVESTMENTS, LTD.


                                              By: Pilgrim Investments, Inc.
                                                  as its investment manager

                                            By /s/ Michel Prince
                                              ----------------------------------
                                               Name:  MICHEL PRINCE, CFA
                                               Title: VICE PRESIDENT