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                                                                   Exhibit 10.28

                              RESTATED AND AMENDED
                              --------------------
                              EMPLOYMENT AGREEMENT
                              --------------------

     EMPLOYMENT AGREEMENT, originally effective as of September 14,1998, as
amended February l, 2000, as further amended January 1, 2001, and restated in
its entirety effective January 22, 2002, by and between USI INSURANCE SERVICES
CORP. a Delaware corporation ("Company") and ERNEST J. NEWBORN, II
("Executive"). Company and Executive are referred to hereinafter as the
"Parties".

                                R E C I T A L S :
                                - - - - - - - -

     WHEREAS, the Company is a wholly owned subsidiary of U.S.I. Holdings
Corporation, a Delaware corporation ("USI") and;

     WHEREAS, the Company entered into an Employment Agreement effective as of
September 14, 1998 (the "Original Employment Agreement"); and

     WHEREAS, the Company entered into an Amendment to the Original Employment
Agreement effective as of February 1, 2000 (the "First Amendment"); and

     WHEREAS, the Company entered into a Second Amendment to the Original
Employment Agreement effective as of January 1, 2001 (the "Second Amendment");
and

     WHEREAS, USI, the Company and Executive desire to amend and restate the
Original Employment Agreement, First Amendment and Second Amendment, as more
fully provided for herein; and

     WHEREAS, by virtue of such employment, Executive will have access to
Confidential Information of the USI Companies; and

     WHEREAS, Executive acknowledges and agrees that the Company (on behalf of
itself and the USI Companies) has a reasonable, necessary and legitimate
business interest in protecting its own and the USI Companies' Confidential
Information, Client Accounts, relationships with Active Prospective Clients,
Goodwill and ongoing business, and that the terms and conditions set forth below
are reasonable and necessary in order to protect these legitimate business
interests.

     NOW THEREFORE, in consideration of the representations, warranties,
covenants, and agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are conclusively acknowledged,
the Parties, intending to become legally bound, agree as follows:

                               A G R E E M E N T :
                               - - - - - - - - -

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1.   DEFINITIONS

     1.1 Specific Definitions. Capitalized terms not defined elsewhere herein
shall have the following meanings ascribed to them:

     "Active Prospective Acquisition" means any business or enterprise engaged
in providing USI Business, (i) with which a specified Person (or any of its
agents) had engaged in negotiations (whether or not successfully) within the 24
months preceding a specified date, regarding the acquisition of, sale of assets
by, or merger or joint venture with, such business or enterprise or (ii) which
had been identified by a specified Person (or any of its agents) in the business
records of such specified Person within the 24 months preceding a specified
date, and actively considered as a candidate, for possible acquisition, merger,
sale of assets or joint venture.

     "Active Prospective Client" means any Person, or a group of Persons, (i)
who or which had been identified with reasonable particularity by a specified
Person (or any of its agents) in the business records of such specified Person
within the 24 months preceding a specified date, with reasonable particularity
as a possible client or customer of such specified Person, or (ii) to whom or
which a specified Person (or any of its agents) had communicated in the business
records of such specified Person within the 24 months preceding a specified
date, in writing or otherwise, with respect to the provision of any services
that such specified Person provides in the conduct of its business.

     "Change of Control" means the occurrence of any of the following:

     (i) any transaction, or series of related transactions (including any
merger or consolidation), the result of which is that any "person" or "group"
(as such terms are defined for purposes of the Securities Exchange Act of 1934,
as amended), becomes the "beneficial owner" (as so defined in Rule 13-d3 under
such Act, except that a Person shall be deemed to have "beneficial ownership" of
all securities that such Person has the right to acquire, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of 50% or more of USI's aggregate
outstanding voting stock (measured by voting power rather than number of
shares);

     (ii) USI consolidates with, or merges with or into, any Person, or any
Person consolidates with or merges with or into USI, in any such event pursuant
to a transaction in which any of the outstanding voting stock of USI is
converted into or exchanged for cash, securities or other property, other than
any such transaction where the voting stock of USI outstanding immediately prior
to such transaction is converted into or exchanged for voting stock of the
surviving or transferee Person constituting 50% or more (immediately after
giving effect to such conversion or exchange) of the aggregate outstanding
shares of such voting stock of such surviving or transferee Person or

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     (iii) substantially all of USI's assets or earnings power is sold in any
transaction or series of related transactions.

     "Client Account" means the account of any client (including, without
limitation, any retail insurance agent or broker, individual insured,
association and any member thereof, and any insurance carrier or other entity to
the extent third party administration claims processing or underwriting is
performed by such specified Person for such carrier or other entity) who or
which is serviced, as of a specified date, by a specified Person in connection
with such specified Person's business, regardless of whether such services are
provided by, or through the licenses of, such specified Person or any
shareholder, employee or agent of such specified Person.

     "Confidential Information" means any proprietary information of a specified
Person, determined as of a specified date, that is not already generally
available to the public (unless such information has entered the public domain
and become available to the public through fault on the part of the Party to be
charged hereunder), all of which the Parties agree constitute trade secrets
under the governing trade secrets law, including but not limited to:

     (i)  the identity of any client (including, without limitation, any retail
          insurance agent or broker, individual insured, association and any
          member thereof, and any insurance carrier or other entity to the
          extent third party administration claims processing or underwriting is
          performed by such specified Person for such carrier or other entity)
          whose account constituted a Client Account of such specified Person at
          any time within the 24 months preceding such specified date, as well
          as the identity of any Active Prospective Client of such specified
          Person as of such date;
     (ii) the identity, authority and responsibilities of key contacts at each
          such client and Active Prospective Client;
     (iii) the service cost burden with respect to each such client and Active
          Prospective Client;
     (iv) the identities of markets or companies (including, but not limited to,
          managed care programs, physician networks and the surgical review
          board) from which insurance coverages or other commitments, benefits
          or services for clients are obtained, the surgical review boards of
          such companies and the commission rates and/or fees with respect
          thereto;
     (v)  the types of consulting, third-party administration, employee
          communication, investment management, managed care, human resource and
          other services, and insurance coverages, provided or to be provided
          specifically to any such client or Active Prospective Client, and the
          internal corporate policies relating thereto;
     (vi) the specific insurance policies purchased by or for such clients or
          Active Prospective Clients;
     (vii) the expiration dates, commission rates, fees, premiums and other
          terms and conditions of such policies;
     (viii) the risk specifications and other characteristics, and claims loss
          histories of such clients or Active Prospective Clients;

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     (ix) the nature of programs and plans, including their design, funding and
          administration, demographic characteristics and any other information
          supplied by, or developed for, such clients or Active Prospective
          Clients;
     (x)  operations manuals, prospecting manuals and guidelines, pricing
          policies and related information, marketing manuals and plans, and
          business strategies, techniques and methodologies;
     (xi) financial information, including information set forth in internal
          records, files and ledgers, or incorporated in profit and loss
          statements, fiscal reports and business plans;
     (xii) Active Prospective Acquisitions of such specified Person as of such
          date, and all financial data, pricing terms, information memoranda and
          due diligence reports relating thereto;
     (xiii) Technology and e-commerce strategies, business plans and
          implementations, inventions, algorithms, computer hardware, software
          and applications (including but not limited to any source code, object
          code, documentation, diagrams, flow charts, associated with the
          development or use of the foregoing computer software);
     (xiv) all internal memoranda and other office records, including electronic
          and data processing files and records; and
     (xv) any other information constituting a trade secret under the governing
          trade secrets law.

     "Goodwill" means the expectation of continued patronage from Client
Accounts and new patronage from prospective clients.

     "Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization,
a limited liability company, or a governmental entity (or any department,
agency, or political subdivision thereof).

     "USI Company" means any USI Company to which Executive provides services on
behalf of the Company during the term of this Agreement.

     "USI Business" means the businesses provided by any of the USI Companies
(including, without limitation, the providing of (i) insurance agency and
brokerage, and related insurance services, including, without limitation, risk
management and loss control, medical bill review, utilization review, cost
containment, analysis of loss exposures and designs, catastrophic case
management, loss reserves and rate reviews, performance of cashflow studies,
administration of risk funding and transfer techniques, captive company
formation, self-insurance consulting, reinsurance and excess stop loss (both
specific and aggregate) placement, management of insurance programs (including
programs with respect to membership associations and congregations), third party
administration, actuarial and administrative services for pension and health
plans, compensation programs and employee communications; (ii) managed care
consulting services and related legal assistance; (iii) human resource and
employee compensation consulting services and related legal assistance; and (iv)
any insurance or financial services relating to any of the foregoing).

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     "USI Companies" means USI, its subsidiaries (including the Company), its
"affiliates" and "associates" (as defined in Rule 12b-2 of the regulations
promulgated under the Exchange Act, without regard to whether any party is a
"registrant" under such Act), and any of their successors or assigns.

2.   POSITION, RESPONSIBILITIES AND TERM

     2.1. Executive's Position. On the terms and subject to the conditions set
forth in this Agreement, the Company shall employ Executive to serve as Senior
Vice President and General Counsel of the Company and USI. Executive shall
report to the CEO of USI (the "USI CEO").

     2.2. Executive's Responsibilities. The Executive shall perform all duties
customarily attendant to these positions and shall perform such services and
duties commensurate with such positions as may from time to time be reasonably
prescribed by the USI CEO.

     2.3. No Conflicts of Interest. Executive further agrees that throughout the
period of his employment hereunder, he will not perform any activities or
services, or accept such other employment which would be inconsistent with this
Agreement, the employment relationship between the Parties, or would interfere
with or present a conflict of interest concerning Executive's employment with
USI or the Company; provided, that Executive shall be permitted to serve on the
                    --------
boards of directors of such other companies as the USI CEO shall approve, such
approval not to be unreasonably withheld, and that Executive may make personal
investments and may act as a director and engage in other activities for any
charitable, educational, or other nonprofit institution, as long as such
investments and activities do not materially interfere with the performance of
Executive's duties hereunder. Executive agrees to adhere to and comply with any
and all mutually agreed upon business practices and requirements of ethical
conduct set forth in writing from time to time by the Company in its employee
manual or similar publication.

     2.4. Term. Executive shall be employed for a five-year term commencing on
January 22, 2002, and ending on December 31, 2006, unless sooner terminated in
accordance with the provisions of Section 8 of this Agreement; provided however
that such employment shall be automatically extended on the same terms and
conditions as contained herein, unless the Company provides Executive written
notice, no later than 120 days prior to the then scheduled termination of
employment, of its intent not to extend such employment. The foregoing term of
employment shall be referred to hereinafter as the "Term".

3.   ACCEPTANCE

     3.1 Executive hereby accepts such employment and agrees that throughout the
period of employment hereunder, Executive will devote his full business time,
attention, knowledge and skills faithfully, diligently and to the best of his
ability, in the furtherance of the business of the USI Companies.

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4. COMPENSATION

     4.1. Base Salary. As compensation for the services to be rendered by
Executive hereunder, the Company agrees to pay Executive, and Executive agrees
to accept, a base salary ("Base Salary") during employment hereunder at the
annual rate of not less than $250,000; provided, however, that the USI CEO may
                                       --------  -------
determine to increase but not decrease the Executive's Base Salary in such
amount as the USI CEO may determine. The Base Salary shall be payable in equal
installments by the Company according to its normal payroll practices.

     4.2. Performance Bonus. As additional compensation for the services to be
rendered by Executive hereunder, Executive shall be eligible to receive from
time to time during the term hereof, a bonus under the USI Management Incentive
Plan ("USI Plan"). As Senior Vice President and General Counsel of the Company,
Executive is entitled to a percentage of Base Salary based award which is in
turn based upon the USI Companies performance criteria set forth in the USI
Plan. At no time during the Term hereof will Executive's "target" award
opportunity be any less than 60% of Executive's then Base Salary and will
Executive's "threshold" award opportunity be any less than 48% of Executive's
then Base Salary. Any awards under the USI Plan which exceed target performance
will be in such amount as the USI CEO may determine, and any decision of USI CEO
shall be in his sole and unreviewable discretion. Any award under the USI Plan
will be paid to the Executive no later than 90 days following the end of the
performance year.

     [4.3. 2001 USI Plan Award. As additional compensation for the services
previously rendered hereunder, Executive shall be entitled to receive a bonus
under the USI Plan in an amount equal to Executive's "target" for the 2001
performance year.]

     4.4. Benefits. In addition to such compensation, Executive shall be
entitled to the benefits which are afforded generally to USI executive
employees. Notwithstanding the foregoing, nothing contained in this Agreement
shall require the USI Companies to establish, maintain or continue any of the
group benefits plans already in existence or hereafter adopted for the employees
of the USI Companies, or restrict the right of the USI Companies to amend,
modify or terminate such group benefit plans in a manner which does not
discriminate against Executive as compared to other executive employees of USI
Companies.

     4.5. Vacation. Executive shall be entitled to vacation time and holidays as
are provided in general to executive employees of the USI Companies, in
accordance with usual practices and procedures, but shall in any event, be
entitled to no less than four weeks of vacation per year. Without limiting the
foregoing, Executive shall not be entitled to any additional compensation for
any unused vacation time.

5.   EXPENSES

     5.1.  The Company shall reimburse Executive, in accordance with Company
policy, for all expenses reasonably and properly incurred by Executive in
connection with the performance of

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Executive's duties hereunder and the conduct of the business of the Company,
upon the submission to the Company (or its designee) of appropriate vouchers
therefor. Additionally, the Executive shall be provided with no less than $750 a
month for an automobile allowance during his employment with the Company. The
Company shall provide Executive with no less than $500 per month for club and
other organizational memberships. The Company will reimburse Executive for the
expenses associated with the business use of a cellular telephone.

6.   CONFIDENTIAL INFORMATION AND PROPERTY

     6.1. Property of the Company. Executive acknowledges and agrees that all
premiums, commissions, fees and other forms of compensation, and all
Confidential Information of the USI Companies relating thereto, which Executive
generates in the course of providing, directly or indirectly, any USI Business
during the Term hereof (including such items resulting from or relating to
services provided by Executive to the USI Companies), shall be the sole property
of the USI Companies, as the case may be.

     6.2. Confidentiality during Term. During the Term hereof, Executive will
not use, or willfully disclose to any Person, any Confidential Information
(determined as of any date during the Term hereof) of any USI Company, except
(a) in the normal course of business on behalf of such USI Company (b) with the
prior written consent of such USI Company or (c) to the extent necessary to
comply with law or the valid order of a court of competent jurisdiction, in
which event Executive shall notify such USI Company as promptly as practicable
(and, if possible, prior to the making of such disclosure). In addition,
Executive will use reasonable efforts to prevent any such prohibited use or
disclosure by any other person.

     6.3. Confidentiality following Term. Following the Term hereof, Executive
will not use, or willfully disclose to any Person, any Confidential Information
(determined as of the date of termination of Executive's employment with the
Company) of any USI Company, except (a) in the normal course of business on
behalf of such USI Company (b) with the prior written consent of such USI
Company or (c) to the extent necessary to comply with law or the valid order of
a court of competent jurisdiction, in which event Executive shall notify such
USI Company as promptly as practicable (and, if possible, prior to the making of
such disclosure). In addition, Executive will use reasonable efforts to prevent
any such prohibited use or disclosure by any other person.

7.   NON-SOLICITATION, NON-COMPETITION AND CONFLICTS OF INTEREST

     7.1. Non-Solicitation. Except in the normal course of business on behalf of
any USI Company, Executive agrees that he will not, directly or indirectly, (a)
solicit, sell, provide or accept any request to provide, or induce the
termination, cancellation or non-renewal of, any USI Business from or by any
person, corporation, firm or other entity whose account constituted a Client
Account of such USI Company, at any time within the 24 months preceding the
earlier of the date of such act or the date of termination of Executive's
employment with USI and the Company or (b) solicit, offer, negotiate or
otherwise seek to acquire any interest in any Active Prospective Acquisition of
such USI Company, determined as of the earlier of the date of such act or the
effective date of termination of

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Executive's employment with USI and the Company. The restrictions contained in
this Section 7.1 shall apply throughout the Term hereof and thereafter until two
(2) years after the effective date on which Executive's employment with USI and
the Company, or there respective successors in interest, terminates.

     7.2. Non-Competition. Executive further agrees that, throughout the Term
hereof, Executive will refrain from carrying on a business, directly or
indirectly, which provides any USI Business, except in the normal course of
business on behalf of any USI Company. The term "carrying on a business" shall
mean to engage in any such business as a sole proprietor, partner, member of a
limited liability company, corporate officer, director, employee or stockholder.
It is expressly agreed that the foregoing is not intended to restrict or
prohibit the ownership by Executive of stock or other securities of a
publicly-held corporation in which Executive does not (a) possess beneficial
ownership of more than 5% of the voting capital stock of such corporation or (b)
participate in any management or advisory capacity. In addition, it is also
agreed that the foregoing shall not prohibit Executive from serving as a
director pursuant to terms of Section 2.3.

     7.3. No Hiring. Executive further agrees that he will not, directly or
indirectly, solicit the employment, consulting or other services of any other
employee or independent producer of any USI Company or otherwise induce any of
such employees to leave such USI Company's employment or to breach an employment
or independent producer agreement therewith. The restrictions contained in this
Section 7.3 shall apply throughout the Term hereof and thereafter until two (2)
years following the date on which Executive's employment with USI and the
Company or their respective successors in interest terminates.

     [7.4 Non-disparagement. Subject to obligations under applicable laws and
          -----------------
regulations, in the event of a termination of this Agreement, neither the
Executive nor any of the USI Companies or their senior officers or directors,
shall publicly make any statements or comments that disparage the reputation of
the Executive, or any of the USI Companies or their senior officers or
directors.]

     7.5. Miscellaneous. Without limiting the provisions of Section 16, in the
event of any assignment by the Company permitted under such section, the
restrictive periods contained in this Section 7 shall be determined by reference
to the termination of Executive's employment with any permitted assignee of the
Company.

8.   TERMINATION

     8.1  Termination by the Company Without Cause; Failure to Extend. Company
shall have the right to terminate Executive's employment hereunder "without
cause" by giving Executive written notice to that effect. Any such termination
of employment shall be effective on the date specified in such notice. The
Company may also give notice of its election not to extend Executives
employment hereunder for an additional Term. In the event of such termination,
or in the event of a failure to extend Executive's employment hereunder for an
additional Term under the same terms and conditions, the Company shall (i) pay
Executive his unpaid Base Salary through the effective

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date of termination and any business expenses remaining unpaid on the effective
date of the termination for which Executive is entitled to be reimbursed under
Section 5 of this Agreement, (ii) pay Executive an amount per month equal to
one-twelfth the sum of (1) his then adjusted Base Salary plus (2) the higher of
target bonus set by the Board that he would have otherwise received (but for
such termination) for the year in which such termination occurred or his Bonus
for the immediately preceding year for the period commencing on the date
following the date of termination and ending on the date which is twenty-four
(24) months following the effective date of termination; and (iii) either
continue to provide Executive with healthcare coverage under the plan in which
Executive participates immediately prior to the effective date of such
termination (where Executive remains eligible to participate, and in accordance
with the terms thereof) or in the event Executive no longer remains eligible to
participate under such healthcare plan, to reimburse Executive for the amount of
the premium Company would have paid for Executive's healthcare coverage had
Executive remained employed hereunder, in each case until (A) the date which is
twenty-four (24) months following the effective date of termination or (B) the
commencement of Executive's coverage under another employer's healthcare plan;
provided, however, that without limiting any other remedy available hereunder,
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all payments described in the Section 8.1 shall immediately terminate upon an
arbitrator's or judge's determination that Executive has breached the
provisions of Section 6 or 7 hereof.

     8.2 Termination by the Company for Cause. The Company shall have the right
to terminate this Agreement and Executive's employment hereunder "for cause" by
giving Executive written notice to that effect. Any such termination of
employment shall be effective on the date specified in such notice. In the event
of such termination, the Company shall pay to Executive (a) his unpaid Base
Salary through the effective date of the termination, and (b) any business
expenses remaining unpaid on the effective date of the termination for which
Executive is entitled to be reimbursed under Section 5 of this Agreement. For
the purpose of this Agreement, "for cause" shall mean (i) commission of a
willful and material act of dishonesty in the course of Executive's duties
hereunder, (ii) conviction by a court of competent jurisdiction of a crime
constituting a felony or conviction in respect of any act involving fraud,
dishonesty or moral turpitude, (iii) Executive's performance under the influence
of controlled substances, or continued habitual intoxication, during working
hours, after the Company shall have provided written notice to Executive and
given Executive 30 days within which to commence rehabilitation with respect
thereto, and Executive shall have failed to commence such rehabilitation, (iv)
frequent or extended, and unjustifiable (not as a result of incapacity or
disability) absenteeism which shall not have been cured within 90 days after the
Company shall have advised Executive in writing of its intention to terminate
Executive's employment in accordance with the provisions of this Section 8.2, in
the event such condition shall not have been cured, (v) Executive's personal,
willful and continuing misconduct or refusal to perform duties and
responsibilities described in Section 1 above, or to carry out directives of the
USI CEO, which, if capable of being cured, shall not have been cured within 90
days after the Company shall have advised Executive in writing of its intention
to terminate Executive's employment in accordance with the provision of this
Section 8.2 or (iv) material non-compliance with the terms of this Agreement,
including but not limited to any breach of Section 6 or Section 7 of this
Agreement.

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     8.3 Termination by Executive for Good Reason. Executive shall have the
right to terminate this Agreement and his employment hereunder for "good
reason," if (i) there is a Change of Control, and, within one year following
such Change of Control, Executive terminates his employment hereunder due to the
material diminution of his duties and responsibilities, as set forth herein,
(ii) a material diminution by the Company of Executive's position as Senior Vice
President and General Counsel of the Company and the duties relating thereto,
(iii) imposition by USI or the Company of a requirement that the Executive
relocate his business office outside the area of San Francisco, California, or
the assignment to the Executive of duties that would reasonably require such
relocation or (iv) default by the Company in the payment of or otherwise failure
by the Company to pay in a timely fashion after demand therefor any material sum
or to provide any material benefit due to the Executive pursuant to this
Agreement or other material breach of this Agreement by the Company; provided
that Executive shall give the Company prior written notice of the reason
therefore and a period of 30 days following receipt by the Company of such
notice shall have lapsed and the matters which constitute or give rise to such
"good reason" shall not have been cured or eliminated by the Company. In the
event of such termination, Executive shall be entitled to receive the same
payments and benefits as would be provided under Section 8.1 in the event of a
termination without cause.

     8.4 Termination by Executive Without Good Reason. Executive shall have the
right to terminate this Agreement and his employment hereunder by giving the
Company not less than ninety (90) days prior written notice to that effect. The
termination of employment shall be effective on the date specified in such
notice. In the event that such notice is given, the Company may require
Executive to leave immediately, in which event, Executive must be compensated
under this Agreement for the notice period in a manner commensurate to the
compensation Executive would have received during the notice period had his
employment not been terminated by him. In the event of such termination,
Executive shall be entitled to receive the same payments as would be provided
under Section 8.2 in the event of termination for cause.

     8.5 Death, Incapacitation or Disability.

          a. Death. If Executive dies during his employment hereunder, this
Agreement shall terminate upon the date of Executive's death. In the event of
any such termination, the Company shall pay to Executive's representative or his
estate any unpaid Base Salary through the effective date of termination and any
business expenses remaining unpaid on the effective date of the termination for
which Executive is entitled to be reimbursed under Section 5 of this Agreement.

          b. Incapacitation or Disability. In the event that Executive is
incapacitated or disabled by reason of illness or physical or mental disability
from performing Executive's duties hereunder (which shall be deemed to have
occurred (i) when Executive has receive total disability benefits under the
Company's long-term group disability policy for a continuous period of six (6)
months or, if no policy is then in effect, (ii) when such incapacity or
disability shall have existed for either (A) one continuous period of six months
or (B) a total of seven months out of any twelve consecutive months), the
Company shall have the right to terminate Executive's employment

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hereunder by giving Executive 30 days prior written notice to that effect. In
the event of any such termination, the Company shall pay to Executive any unpaid
Base Salary through the effective date of termination and any business expenses
remaining unpaid on the effective date of the termination for which Executive is
entitled to be reimbursed under Section 5 of this Agreement.

9.   REMEDIES

     9.1. Equitable Relief. Executive acknowledges that the services to be
rendered by him are of a special, unique and extraordinary character and that it
would be extremely difficult or impracticable to replace such services, that the
material provisions of this Agreement are of crucial importance to the Company
and that any damage caused by the breach of Sections 6 or 7 of this Agreement
would result in irreparable harm to the business of the Company for which money
damages alone would not be adequate compensation. Accordingly, Executive agrees
that if he violates Sections 6 or 7 of this Agreement, the Company shall, in
addition to any other rights or remedies of the Company available at law, be
entitled to equitable relief in any court of competent jurisdiction, including,
without limitation, temporary injunction and permanent injunction.

     9.2 Arbitration. The Parties agree that any controversy, claim or dispute
arising out of or relating to Executive's employment hereunder, or the
termination of such employment, shall be settled by arbitration before a
mutually selected arbitrator to be held in the City of San Francisco in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect. The Parties agree that Executive's sole remedy for a
breach of this Agreement shall be monetary damages. Judgment may be entered on
the arbitrator's award in any court having jurisdiction, and the Parties consent
to the jurisdiction of the courts of the State of California for this purpose.
The arbitrator shall determine which Party or Parties shall be entitled to costs
and expenses (including reasonable attorneys' fees) resulting from such dispute
or controversy. If such controversy, claim or dispute involves a claim
(including, without limitation, claims, arising under Section 6 or 7) for
injunctive or other equitable relief, and suit or cross-claim for such relief is
filed in a court of competent jurisdiction, the litigation shall be bifurcated
to the extent feasible, to the end that all issues other than those injunctive
or equitable issues required to be determined by the court shall be determined
by arbitration as hereinabove required.

10.  WITHHOLDING

     10.1 Each payment to Executive under this Agreement shall be reduced by any
amounts required to be withheld by the Company from time to time under
applicable laws and regulations then in effect.

11.  ENTIRE AGREEMENT; NO AMENDMENT

     11.1 No agreements or representations, oral or otherwise, express or
implied, have been made by either Party, with respect to Executive's employment
by any USI Company, that are not set forth expressly in this Employment
Agreement. Except as provided for hereinafter, this Agreement supersedes and
cancels any prior agreement entered into between Executive and the Company or
its

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predecessors relating to Executive's employment by any USI Company.
Notwithstanding the foregoing, the terms and conditions of the Original
Employment Agreement, First Amendment and Second Amendment shall remain
applicable with respect to Executive's employment with the Company during the
portion of the Term (as defined therein) ended January 21, 2002. No amendment or
modification of this Agreement shall be valid or binding unless made in writing
and signed by the Party against whom enforcement thereof is sought.

12.  NOTICES

     12.1 All notices, demands and requests of any kind which either Party may
be required or may desire to serve upon the other Party hereto in connection
with this Agreement shall be delivered only by courier or other means of
personal service, which provides written verification of receipt, or by
registered or certified mail return receipt requested, or by telecopy, provided
that the telecopy is promptly followed by delivery of hard copy of such notice
which provides written verification of receipt (each, a "Notice"). Any such
Notice delivered by registered or certified mail shall be deposited in the
United States mail with postage thereon fully prepaid, or if by courier then
deposited with the courier. All Notices shall be addressed to the Parties to be
served as follows:

(a)  If to the Company, at
     USI Insurance Services Corp.
     50 California Street, 24th Floor
     San Francisco, CA 94111
     Attn: Chief Executive Officer
     Telephone: (415) 983-0100
     Facsimile: (415) 983-0101

(b)  If to Executive, at
     Ernest Newborn, II
     16032 Broadway Terrace
     Oakland, CA 94611

     Either of the Parties hereto may at any time and from time to time change
the address to which notice shall be sent hereunder by notice to the other Party
given under this Section. All such notices, requests, demands, and other
communications shall be effective when received at the respective address set
forth above or as then in effect pursuant to any such change.

13.  WAIVERS

     13.1 No waiver of any default or breach of this Agreement shall be deemed a
continuing waiver or a waiver of any other breach or default.

14.  GOVERNING LAW

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     14.1 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.

15.  SEVERABILITY

     15.1 The provisions of this Agreement are intended to be interpreted in a
manner which makes them valid, legal, and enforceable. In the event any
provision of this Agreement is found to be partially or wholly invalid, illegal
or unenforceable, such provision shall be modified or restricted to the extent
and in the manner necessary to render it valid, legal, and enforceable. It is
expressly understood and agreed between Executive and the Company that such
modification or restriction may be accomplished by mutual accord between the
Parties or, alternatively, by disposition of an arbitrator or a court of law. If
such provision cannot under any circumstances be so modified or restricted, it
shall be excised from this Agreement without affecting the validity, legality or
enforceability of any of the remaining provisions.

16.  ASSIGNMENT

     16.1 Executive may not assign any rights (other than the right to receive
income hereunder) under this Agreement without the prior written consent of the
Company. This Agreement may be assigned without the consent of Executive, and
the provisions of this Agreement shall be binding upon and shall inure to the
benefit of the assignee hereof.

     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                            USI INSURANCE SERVICES CORP.


                                        By: /s/ DAVID L. ESLICK
                                            ------------------------------------
                                            Name: DAVID L. ESLICK
                                            Title: CHAIRMAN & CEO


                                            /s/ ERNEST NEWBORN
                                            ------------------------------------
                                            ERNEST NEWBORN, II

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