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                                                                   Exhibit 10.26

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

     EMPLOYMENT AGREEMENT, originally effective as of January 1, 2000, and
restated in its entirety effective January 22, 2002 by and between USI INSURANCE
SERVICES CORP. a Delaware corporation ("Company") and DAVID L. ESLICK
("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 and Executive entered into an Employment Agreement
effective as of January 1, 2000 (the "Original Employment Agreement"); and

     WHEREAS, USI, the Company and Executive desire to amend and restate the
Original Employment Agreement, 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:

                                   AGREEMENT:
                                   ---------

1.   DEFINITIONS

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

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     "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

     (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

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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 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;
     (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;

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     (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, discoveries, devices, algorithms,
          computer hardware and computer software (including any source code,
          object code, documentation, diagrams, flow charts, know-how, methods
          or techniques 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).

     "USI Companies" means USI, its subsidiaries (including the Company), its
"affiliates" and "associates" (as defined in Rule l2b-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.

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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
Chairman, President and Chief Executive Officer of the Company and USI. In
connection with his employment hereunder, Executive shall not be required to
reside anywhere other than the San Francisco, California area.

     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 prescribed
by the Board of Directors (the "Board") of USI.

     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 Board 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 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 1, 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, including extensions thereof, 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.

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

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("Base Salary") during employment hereunder at the annual rate of not less than
$385,000; provided, however, that the Board or the Compensation Committee of the
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Board may determine to increase (but not decrease) the Executive's Base Salary
in such amount as the Board or the Compensation Committee of the Board may
determine in its sole and unreviewable discretion. The Base Salary shall be
payable in equal installments by the Company (or another USI Company designated
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, as may be amended from time to time at the sole discretion of the Board or
Compensation Committee of the Board (the "USI Plan"). As Chairman, President and
Chief Executive Officer 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 100% of
Executive's then Base Salary and will Executive's "threshold" award opportunity
be any less than 80% of Executive's then Base Salary. Any awards under the USI
Plan which exceed target performance will be in such amount as the Board or
Compensation Committee of the Board may determine, and any decision of the Board
or such committee shall be in its 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 Long Term Equity Plan Award. 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, stock based compensation
awards under the USI Long Term Equity Plan, as may be amended from time to time
at the sole discretion of the Board or Compensation Committee of the Board.

     4.4. Benefits. In addition to such compensation, Executive shall be
entitled to the benefits which are afforded generally, from time to time 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 five 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

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all expenses reasonably and properly incurred by Executive in connection with
the performance of 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. Executive shall be entitled to full reimbursement
for business class travel expenses incurred in connection with the performance
of his duties hereunder. Additionally, the Executive shall be provided with no
less than $1,250 a month for an automobile allowance during his employment with
the Company. The Company shall provide Executive with no less than $750 per
month for club and other organizational memberships. The Company will reimburse
Executive for the expenses associated with his membership in Young Presidents'
Organization, including dues, seminar fees, and travel and entertainment
expenses, up to a maximum of $20,000 per year. 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 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 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) with the prior written consent of such
USI Company or (b) 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

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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 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, consultant, 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. USI, by
the affirmative action of the Board, shall have the right to terminate
Executive's employment hereunder "without cause" by giving Executive written
notice to that effect. Any such

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termination of employment shall be effective on the date specified in such
notice. USI, by the affirmative action of the Board, may also give notice of its
election not to extend Executive's employment hereunder for an additional Term.
In the event of any such termination, or in the event of a failure to extend
Executive's employment hereunder for an additional Term under the same term and
conditions, the Company shall (i) pay Executive his 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, (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 thirty-six (36) 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 thirty-six (36) 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
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available hereunder, all payments described in this Section 8.1 shall
immediately terminate upon an arbitrator's or judge's determination that
Executive has breached the provisions of Sections 6 or 7 hereof.

     8.2 Termination by the Company for Cause. USI, by the affirmative action of
the Board, 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 USI 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 or continued to perform under the influence after 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 USI 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
reasonable and lawful directives of

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the Board, which, if capable of being cured, shall not have been cured within 30
days after the Board 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 (vi) 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.

     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 USI of Executive's position as Chairman, President
and Chief Executive Officer of USI 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
therefor 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

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duties hereunder (which shall be deemed to have occurred (i) when Executive has
received 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 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.

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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 hereinafter, this Agreement supersedes and cancels
any prior agreement entered into between Executive and the Company or its
predecessors relating to Executive's employment by any USI Company.
Notwithstanding the foregoing, the terms and conditions of the Original
Employment Agreement 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: General Counsel
     Telephone: (415) 983-0100
     Facsimile: (415) 983-0101

(b)  If to Executive, at
     David L. Eslick
     148 Mission Drive
     Mill Valley, CA 94941

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<PAGE>

     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

     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.

                            [SIGNATURES ON NEXT PAGE]

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     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/ Philip Larson
                                    --------------------------------------------
                                       Name: Philip Larson
                                       Title: Chairman of Compensation Committee


                                       /s/ DAVID L. ESLICK
                                       -----------------------------------------
                                       DAVID L. ESLICK

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