<PAGE>

                                                                    Exhibit 10.9

                             SUBSCRIPTION AGREEMENT

                                       FOR

                      SERIES Y CONVERTIBLE PREFERRED STOCK


     SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of December 27, 2001 by
and between U.S.I. HOLDINGS CORPORATION, a Delaware corporation (the "Company"),
and Ceridian Corporation, The Paul Revere Life Insurance Company (a subsidiary
of UnumProvident Corporation) and Sovereign Bancorp, Inc. or its affiliates
(each, a "Purchaser" and collectively, the "Purchasers").

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

     The Purchasers desire to subscribe for and acquire from the Company, and
the Company desires to sell to the Purchasers, the Shares (as hereinafter
defined).

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

     The parties hereto agree as follows:

     SECTION 1.  Definitions. As used in this Agreement, the following terms
                 -----------
shall have the meanings set forth below:

     "Acquisition" means acquisition of a Person or certain assets of a Person
engaged in the insurance, insurance agency, brokerage or related services or
financial services business.

     "Act" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

     "Affiliate" has the meaning set forth in the Shareholders' Agreement.

     "Agreement" has the meaning set forth in the preamble.

     "Assets" has the meaning set forth in Section 3(a)(xxiii).

     "Audited Financial Statements" has the meaning set forth in Section
3(a)(vi).

     "Benefit Plan" means each (a) "employee welfare benefit plan," as defined
in Section 3(l) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), maintained by the Company or any of its Subsidiaries or to
which the Company or any of its Subsidiaries contributes or is required to
contribute and (b) "employee pension benefit plan," as defined in Section 3(2)
of ERISA, presently maintained by the Company or any of its Subsidiaries or to
which the Company or any of its Subsidiaries contributes or is required to
contribute.

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                                       -2-

     "By-laws" means the Amended and Restated By-laws of the Company as in
effect immediately prior to the execution of this Agreement and in the form
attached hereto as Exhibit A.
                   ---------

     "Certificate of Designations" means the Company's Certificate of
Designations of Series Y Preferred Stock in the form annexed hereto as Exhibit
                                                                       -------
B.
-

     "Closing" has the meaning set forth in Section 2(b).

     "Closing Date" means the date or dates on which the Closing occurs pursuant
to Section 2(b).

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Common Stock" means the voting common stock of the Company, par value $.0l
per share.

     "Company" has the meaning set forth in the preamble.

     "Encumbrances" means liens, pledges, encumbrances, claims, security
interests, charges, voting trusts, voting agreements, other agreements, rights,
options, warrants or restrictions or claims of any kind, nature or description.

     "ERISA" has the meaning set forth in the definition of "Benefit Plan."

     "Exchange Act" has the meaning set forth in Section 3(a)(xxii).

     "Executive Committee" has the meaning set forth in the Shareholders'
Agreement.

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.

     "Indemnified Party" has the meaning set forth in Section 7(b).

     "IRS" has the meaning set forth in Section 3(a)(xv)(C).

     "Material Adverse Effect" has the meaning set forth in Section 3(a)(i).

     "Non-Voting Common Stock" means the non-voting common stock of the Company,
par value $.01 per share.

     "Operative Documents" means this Agreement, the By-laws as amended as
contemplated by this Agreement as of the Closing Date, the Certificate of
Designations, the Shareholders' Agreement and the other agreements, documents
and instruments to be executed and delivered by the Company in connection
herewith and therewith.

     "Options" has the meaning set forth in Section 3(a)(v)(2).

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                                       -3-

     "Person" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint stock company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.

     "Preemptive Rights" has the meaning set forth in Section 4(e).

     "Preferred Stock" has the meaning set forth in the Shareholders' Agreement.

     "Public Offering" has the meaning set forth in the Certificate of
Designations.

     "Purchase Price" means $7.00 for each Share.

     "Purchaser" has the meaning set forth in the preamble.

     "Requisite Securityholders" means securityholders of the Company that hold
in the aggregate more than 90% of the Total Voting Power of the Company (as
defined in the Shareholders' Agreement), provided that such securityholders
include all securityholders having the right to designate a member or members of
the Board of Directors of the Company.

     "SEC" has the meaning set forth in Section 4(b).

     "Series Y Preferred Stock" means the Series Y Convertible Preferred Stock
of the Company, par value $.01 per share.

     "Shareholders' Agreement" means the Shareholders' and Warrantholders'
Agreement as amended as contemplated by this Agreement as of the Closing Date
and in the form attached hereto as Exhibit C.
                                   ---------

     "Shares" means the shares of Series Y Preferred Stock which shall be issued
to the Purchasers at the Closing, the respective numbers of which are set forth
opposite each Purchaser's name on the applicable signature page hereto.

     "Subsidiary" means any corporation or limited liability company with
respect to which a specified Person (or Subsidiary thereof) owns a majority of
the common stock or has the power to vote or direct the voting of sufficient
securities to elect a majority of the directors.

     "Transfer" has the meaning set forth in the Shareholders' Agreement.

     "Unaudited Financial Statements" has the meaning set forth in Section
3(a)(vi).

     "Warrantholders' Agreement" means the Warrantholders' Agreement, dated as
of March 12, 1996, between the Company and the other parties thereto, as
amended.

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                                       -4-

     SECTION 2.  Subscription for and Purchase of Shares.
                 ---------------------------------------

     (a)  Subscription for Shares; Purchase Price. At the Closing, upon the
          ---------------------------------------
terms and subject to the conditions hereinafter set forth, each Purchaser shall
purchase from the Company and the Company shall issue and sell to each Purchaser
the number of Shares set forth opposite such Purchaser's name on the applicable
signature page hereto for the Purchase Price multiplied by such number of
Shares. The maximum aggregate number of Shares to be purchased is 4,642,859 for
an aggregate purchase price of $32,500,013.

     (b)  Closing. The closing (the "Closing") of the purchase and sale of the
          -------
Shares contemplated to be issued at the Closing under Section 2(a) shall take
place at such times and places as the parties hereto shall mutually agree upon,
provided that all of the conditions to Closing set forth in Section 5 shall have
been satisfied or waived. At the Closing, (i) the Company shall deliver to each
Purchaser certificates representing its portion of the Shares, (ii) the
Purchasers, the Company and the other signatories thereto shall execute and
deliver the amendment to the Shareholders' Agreement contemplated by this
Agreement and the other documents contemplated by Section 5 and (iii) each
Purchaser shall deliver the Purchase Price in immediately available funds to the
Company with respect to its Shares.

     (c)  Legend. Each certificate representing Shares shall bear substantially
          ------
the following legend:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE
     HOLDER SOLELY FOR ITS OWN ACCOUNT AND FOR THE PURPOSE OF INVESTMENT AND NOT
     WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION OF ANY SUCH
     SECURITIES.

     "THE SECURITIES MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
     HYPOTHECATED OR OTHERWISE DISPOSED OF (EACH SUCH ACTION, A "TRANSFER")
     UNLESS (A) SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF THE STOCK
     SUBSCRIPTION AGREEMENT DATED AS OF DECEMBER 27, 2001 AND THE SHAREHOLDERS'
     AND WARRANTHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 17, 1999, AS EACH OF
     SUCH MAY BE AMENDED, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF
     U.S.I. HOLDINGS CORPORATION (TOGETHER WITH ITS SUCCESSORS, THE "COMPANY")
     AND WHICH WILL BE MAILED TO A SECURITYHOLDER WITHOUT CHARGE WITHIN FIVE (5)
     DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH
     SECURITYHOLDER, (B) EITHER (1) THE TRANSFER IS PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
     THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE "ACT"), OR (2) THE
     COMPANY SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, WHICH OPINION
     OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT
     THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE

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                                       -5-

     AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND (C) SUCH
     TRANSFER SHALL BE IN COMPLIANCE WITH ANY APPLICABLE STATE OR FOREIGN
     SECURITIES OR "BLUE SKY" LAWS.

     "U.S.I. HOLDINGS CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
     SECURITYHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND
     RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
     STOCK OR SERIES THEREOF OR OTHER SECURITIES OF THE COMPANY AND THE
     QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
     RIGHTS."

     (d)  Blue Sky Compliance. The Company shall comply with all state or
          -------------------
foreign securities or "blue sky" laws which might be applicable to the sale of
the Shares to the Purchasers hereunder. If, at any time that a holder of Shares
seeks to acquire shares of Common Stock upon the conversion of shares, and the
issuance of such securities upon conversion may not be lawfully made without the
registration or qualification of such Common Stock under any applicable state or
foreign securities or "blue sky" laws, the Company shall promptly use its best
efforts to effect such registration or qualification, and such action shall not
count as a registration under the Shareholders' Agreement.

     SECTION 3.  Representations and Warranties of the Company.
                 ---------------------------------------------

     (a)  The Company represents and warrants to the Purchasers that, except as
otherwise provided below, as of the date hereof and as of the Closing Date:

          (i)  Organization and Good Standing. Schedule 3(a)(i) sets forth a
               ------------------------------
     list of all of the Company's Subsidiaries, all of which are active, except
     as set forth on such Schedule. Each of the Company and its Subsidiaries
     (other than the inactive Subsidiaries set forth on Schedule 3(a)(i)) is a
     corporation or limited liability company duly organized, validly existing
     and in good standing under the laws of the jurisdiction of its
     organization. Each of the Company and its Subsidiaries (other than the
     inactive Subsidiaries set forth on Schedule 3(a)(i) and as otherwise set
     forth on Schedule 3(a)(i)) is duly qualified or licensed and in good
     standing as a foreign corporation or limited liability company, and
     authorized to do business, in each jurisdiction in which the ownership or
     leasing of its respective properties or the character of its respective
     operations makes such qualification necessary, except where failure to
     obtain such qualification, license, authorization or good standing would
     not individually or in the aggregate reasonably be expected to have a
     material adverse effect upon the financial condition, business, results of
     operations or prospects of the Company and its Subsidiaries taken as a
     whole (a "Material Adverse Effect"). Each of the Company and its
     Subsidiaries (other than the inactive Subsidiaries set forth on Schedule
     3(a)(i)) has all requisite corporate or other power and authority to carry
     on its respective businesses as presently conducted, except where a lack of
     such corporate or other power or authority would not reasonably be expected
     to have a Material Adverse Effect.

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                                       -6-

          (ii)   Charter Documents. Attached as Schedule 3(a)(ii) are copies of
                 -----------------
     the Certificates of Incorporation of the Company and USI Insurance Services
     Corp., a Delaware corporation ("USIIS"), and copies of the By-laws of the
     Company and USIIS. Such copies are true, correct and complete and contain
     all amendments as of the date hereof. No action has been taken to amend or
     authorize the amendment of the Certificate of Incorporation or By-laws of
     either the Company or USIIS, except for the filing of the Certificate of
     Designations and the adoption of the amendment to the By-laws contemplated
     by this Agreement as of the Closing Date.

          (iii)  Corporate Authorizations. The Company has full corporate power
                 ------------------------
     and authority to execute and deliver the Operative Documents and to perform
     its obligations under the Operative Documents. The execution and delivery
     by the Company of the Operative Documents and the performance of its
     obligations thereunder have been duly and validly authorized by the Board
     of Directors of the Company or its shareholders, and no other corporate
     proceedings on the part of the Company are necessary for the execution and
     delivery of the Operative Documents and the performance of its obligations
     thereunder.

          (iv)   Enforceability. The Operative Documents constitute the valid,
                 --------------
     binding and enforceable obligations of the Company, except as such
     enforceability may be limited by (a) applicable bankruptcy, insolvency,
     reorganization, moratorium or other laws relating to or affecting
     creditors' rights generally, (b) general principles of equity (regardless
     of whether such enforceability is considered in a proceeding in equity or
     at law) and (c) considerations of public policy by a court of competent
     jurisdiction.

          (v)    Capitalization. (1) Capital Stock. Schedule 3(a)(v) sets forth
                 --------------
     as of September 30, 2001 with respect to each class of Common Stock (if
     applicable) and each series of Preferred Stock (A) the number of authorized
     shares of such class or series, (B) the number of issued and outstanding
     shares of such class or series, (C) the related liquidation preference and
     related excess of liquidation preference over the respective original issue
     price of such series and (D) the number of shares of Common Stock issuable
     upon conversion of each then outstanding share of such series (including
     without limitation any shares to be issued on account of any excess of
     liquidation preference over the original issue price thereof). As of the
     Closing, the only shares of Series Y Preferred Stock that will be issued
     and outstanding will be the Shares, provided that Shares issued to
     Purchasers other than Sovereign Bancorp, Inc. may be issued and outstanding
     as of the Closing for Sovereign Bancorp, Inc. All of the issued and
     outstanding capital stock of the Company has been duly authorized and
     validly issued, is fully paid and nonassessable and was issued in
     compliance with valid exemptions from all otherwise applicable federal,
     state and foreign laws requiring the registration or qualification of the
     sale or offer of such securities. As of the Closing, the authorized capital
     stock of the Company consists of 232,000,000 shares, consisting of
     87,000,000 shares of preferred stock, 135,000,000 shares of voting common
     stock and 10,000,000 shares of non-voting common stock.

          (2)    Warrants, Options and Other Rights. Set forth on Schedule
     3(a)(v) is a summary of all outstanding warrants to acquire shares of
     capital stock of the Company, set-



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                                       -7-

     ting forth the number and type of shares of capital stock for which such
     warrants are currently exercisable, the exercise price therefor and the
     duration thereof. Except as otherwise as set forth in Schedule 3(a)(v),
     there are no outstanding or authorized options, warrants, purchase rights,
     subscription rights, conversion rights, exchange rights or other contracts
     or commitments or preemptive rights that could require the Company or any
     Subsidiary to issue, sell or otherwise cause to become outstanding any of
     its capital stock or any other debt or equity security ("Options"), and
     there are no outstanding securities convertible into or exchangeable for
     shares of such capital stock or any other debt or equity security (other
     than commitments to issue Common Stock or Non-Voting Common Stock upon
     conversion of outstanding series of preferred stock and commitments to
     issue Series H preferred stock upon conversion of outstanding Series I
     non-voting preferred stock, and vice versa). The Company has reserved a
     sufficient number of shares of authorized and unissued shares to permit the
     full exercise of all warrants, the conversion in full of all outstanding
     shares of preferred stock and the exercise, conversion and/or exchange of
     all of the outstanding Options.

          (3)   Stock of Subsidiaries. Except as set forth on Schedule 3(a)(v),
     all of the issued and outstanding capital stock of each of the Company's
     Subsidiaries is owned by the Company or its Subsidiaries, in each case free
     and clear of any Encumbrances or other contractual restrictions on transfer
     or voting, and all shares of such capital stock are duly and validly
     issued, fully paid and nonassessable.

          (4)   Fair Market Value. The Board of Directors of the Company has
     determined that the price to be paid for the Shares is equal to the "Fair
     Market Value" of such securities, as defined in, and for purposes of, each
     certificate of designations relating to any series of Preferred Stock of
     the Company.

          (vi)  Financial Statements. Except as set forth on Schedule 3(a)(vi),
                --------------------
     each of (x) the audited consolidated balance sheets of the Company and its
     Subsidiaries as of December 31, 2000 and December 31, 1999 and the audited
     consolidated statements of operations, cash flows and stockholders' equity
     of the Company for the twelve month periods ending on such dates (together,
     the "Audited Financial Statements") and (y) the unaudited consolidated
     balance sheet of the Company and its Subsidiaries as of September 30, 2001
     and the unaudited consolidated statements of operations, cash flows and
     stockholders' equity of the Company and its Subsidiaries for the nine
     months ended September 30, 2001 (together, the "Unaudited Financial
     Statements"), true and correct copies of all of which are attached hereto
     as Schedule 3(a)(vi), (a) are in accordance with the books and records of
     the Company, (b) have been prepared in accordance with generally accepted
     accounting principles consistently applied and (c) present fairly the
     financial condition of the Company and its Subsidiaries as of the date
     thereof, provided that, with respect to clause (b), the Unaudited Financial
     Statements lack footnotes and are subject to changes resulting from
     customary year-end and purchase accounting adjustments. Except as set forth
     on Schedule 3(a)(vi), as of the dates reflected in the Audited Financial
     Statements and the Unaudited Financial Statements, neither the Company nor
     any Subsidiary had any liability, contingent or otherwise, which was not
     adequately reflected or reserved against in the Unaudited Financial
     Statements that could materially and adversely affect the financial
     condition of the Company or its Subsidiaries.

<PAGE>

                                       -8-

          (vii)   No Material Adverse Change. Except as set forth on Schedule
                  --------------------------
     3(a)(vii), since December 31, 2000, the business of the Company and its
     Subsidiaries has been operated in the ordinary course, and there has been
     no material adverse change in the financial condition, business, results of
     operations or prospects of the Company and its Subsidiaries taken as a
     whole (a "Material Adverse Change"); nor have there been (i) any dividends
     paid on, or any redemptions of, any shares of capital stock of the Company,
     (ii) incurrence of any indebtedness by the Company or any of its
     Subsidiaries for (a) borrowed money (including, without limitation, capital
     leases) in the aggregate in excess of $1,000,000 or (b) notes issued to
     sellers in connection with Acquisitions except as set forth on Schedule
     3(a)(vii) or (iii) incurrence of any material Encumbrance upon any of the
     assets or properties of the Company.

          (viii)  Conflicting Agreements. Assuming the validity of the
                  ----------------------
     representations given in Section 4 of this Agreement by the Purchasers, the
     execution and delivery by the Company of the Operative Documents, the
     consummation by the Company of the transactions contemplated thereby and
     the performance by the Company of its obligations thereunder do not and
     will not (a) conflict with or violate any constitution, statute,
     regulation, rule, injunction, judgment, order, decree, ruling, charge or
     other restriction of any government, administrative or governmental agency
     or court to which the Company is subject, (b) conflict with or violate any
     provision of the Certificate of Incorporation or By-laws of the Company as
     amended as contemplated by this Agreement as of the Closing Date, (c)
     (except for the agreements set forth on Schedule 3(a)(viii), as to which
     requisite consents, waivers or amendments have been or will be obtained or
     entered into prior or subsequent to the Closing) conflict with, result in a
     breach of, constitute a default (or an event which, with notice or lapse of
     time, or both, has the potential of constituting a default) under, give
     rise to a right of, or result in, the acceleration or termination of,
     result in the loss of a material benefit under, or require any notice
     under, (i) any note, bond, agreement, document or instrument relating to
     any indebtedness or debt of the Company, (ii) any agreement, document or
     instrument relating to any equity securities of, or interests in, the
     Company or (iii) any other material agreement, contract, lease, instrument
     or other arrangement not included in (i) or (ii), in each case, to which
     the Company or any of its Subsidiaries is a party or to which any of their
     respective properties or assets are subject, (d) result in the creation or
     imposition of any material Encumbrance upon any of the assets or properties
     of the Company, (e) (except for the agreements set forth on Schedule
     3(a)(viii), as to which requisite consents, waivers or amendments have been
     or will be obtained or entered into prior or subsequent to the Closing)
     result in the triggering of any anti-dilution provisions in any agreement
     relating to any equity securities of, or interests in, the Company or (f)
     result in the adjustment or change of the conversion or exercise price or
     conversion ratio (in each case, except for any effect on a determination of
     market price of the Company's Common Stock) of any outstanding preferred
     stock or Options.

          (ix)    No Default or Violation. Except as set forth on Schedule
                  -----------------------
     3(a)(ix), neither the Company nor any of its Subsidiaries is (a) in default
     under or in violation of or, upon (x) the expiration of any applicable cure
     period, (y) the receipt of any required notice or (z) the consummation of
     the transactions contemplated by the Operative Documents, would be in
     default under or in violation of, any indenture, loan or credit agreement
     or any other agreement or in-

<PAGE>

                                       -9-

     strument to which it is a party or by which it or any of its properties or
     assets is bound, except such defaults as would not, individually or in the
     aggregate, reasonably be expected to have a Material Adverse Effect, or (b)
     in violation of any order, judgment, writ, injunction or decree of any
     court, arbitrator or governmental body, except for such violations as would
     not, individually or in the aggregate, reasonably be expected to have a
     Material Adverse Effect.

          (x)     Brokers' Fees. The Company has no liability or obligation to
                  -------------
     pay any fees or commissions to any investment banker, broker, finder, agent
     or advisor in connection with the transactions contemplated by this
     Agreement.

          (xi)    Tangible Assets. The Company and each of its Subsidiaries own
                  ---------------
     or lease all material buildings, computers, equipment and other tangible
     assets necessary for the conduct of their respective businesses as
     presently conducted. To the knowledge of the Company, each such tangible
     asset is in good operating condition and repair (subject to normal wear and
     tear) and is suitable for the purposes for which it presently is used. The
     Company has no knowledge of any dispute or claim made by any other person
     concerning such right, title and interest in such tangible assets. To the
     extent that any material tangible assets are leased, the leases with
     respect thereto are valid and enforceable, and the Company and its
     Subsidiaries that are parties thereto and, to the knowledge of the Company,
     any other parties thereto are not in default of any material obligations
     pursuant to such leases.

          (xii)   Legal Compliance. Except as set forth on Schedule 3(a)(xii),
                  ----------------
     the Company and each of its Subsidiaries have complied and are in
     compliance with all applicable laws (including rules, regulations, codes,
     plans, injunctions, judgments, orders, decrees, rulings and charges
     thereunder) of federal, state, local and foreign governments (and all
     agencies thereof) and of any self-regulatory agencies that regulate the
     Company and/or its Subsidiaries, except for any non-compliance therewith
     which, individually or in the aggregate, would not reasonably be expected
     to have a Material Adverse Effect. Neither the Company nor any of its
     Subsidiaries has received any notification of any asserted present or past
     failure by it to comply with such laws, rules, regulations, codes, plans,
     injunctions, judgments, orders, decrees, rulings or charges which,
     individually or in the aggregate, would reasonably be expected to have a
     Material Adverse Effect.

          (xiii)  Licenses and Permits. Except as set forth on Schedule
                  --------------------
     3(a)(xiii), the Company and each of its Subsidiaries hold all material
     licenses, permits, approvals, certificates of inspection, other
     authorizations, filings and registrations which are necessary for such
     entities to operate their businesses as presently conducted (collectively,
     the "Permits"). The Permits are in good standing, and the Company has no
     knowledge that any disciplinary proceeding in respect thereof is pending.
     There is no proceeding pending or, to the knowledge of the Company,
     threatened or probable of assertion to revoke or limit any such Permit
     which would reasonably be expected to result in a Material Adverse Effect.
     None of the transactions contemplated by the Operative Documents will
     terminate, violate or limit the effectiveness of any such Permit. With
     respect to renewal of Permits, the Company and its Subsidiaries have taken,
     in a timely manner, all action known or anticipated to be required to be
     taken by the Company and its Subsidiaries reasonably necessary to secure
     the renewal of the Permits prior

<PAGE>

                                       -10-

     to the date of their respective expirations. The Company believes that it
     should be able to secure the renewals of the Permits prior to the date of
     their respective expirations.

          (xiv)  Litigation; Proceedings. Except as set forth on Schedule
                 -----------------------
     3(a)(xiv), there are no actions, suits, proceedings, investigations or
     claims (whether or not purportedly on behalf of the Company or any of its
     Subsidiaries) pending or, to the knowledge of the Company, threatened
     against the Company or any of its Subsidiaries, or the assets, business or
     goodwill of the Company or any of its Subsidiaries, in any court or before
     any arbitrator of any kind or before or by any governmental or regulatory
     body or agency which could reasonably be expected to have a Material
     Adverse Effect or adversely affect or question the transactions
     contemplated by the Operative Documents. Except as set forth on Schedule
     3(a)(xiv), there is no outstanding order, writ, injunction or decree of or
     stipulation with any court, arbitrator or governmental or regulatory body
     or agency against the Company or any of its Subsidiaries, or the assets,
     business or goodwill of the Company or any of its Subsidiaries.

          (xv)   Tax Matters.
                 -----------

          (A)    All federal, state and local income, and all other material
     federal, state and local, tax returns and tax reports required as of the
     date hereof to be filed by the Company or any of its Subsidiaries for
     taxable periods ending prior to the date hereof and as of the Closing Date,
     have been or will be duly and timely filed prior to the due date (as such
     due date may be lawfully extended) by the Company or any of its
     Subsidiaries, as applicable, with the appropriate governmental agencies,
     and all such returns and reports are true, correct and complete in all
     material respects.

          (B)    All federal, state and local income, and all material federal,
     state and local profits, franchise, sales, use, occupation, property,
     excise, payroll, withholding, employment, estimated and other taxes of any
     nature, including interest, penalties and other additions to such taxes
     ("Taxes"), payable by, or due from, the Company or any of its Subsidiaries
     for all periods prior to the date hereof and as of the Closing Date, have
     been fully paid or adequately reserved for by the Company or any of its
     Subsidiaries, as applicable, or, with respect to Taxes required to be
     accrued, the Company has properly accrued or will properly accrue such
     Taxes in the ordinary course of business consistent with past practice of
     the Company.

          (C)    The federal income tax returns of the Company and its
     Subsidiaries have not been audited by the Internal Revenue Service ("IRS")
     for the years ended December 31, 1998, 1999 and 2000, respectively. To the
     knowledge of the Company, (a) except as set forth on Schedule 3(a)(xv),
     neither the Company nor any of its Subsidiaries has received any notice of
     any assessed or proposed claim or deficiency against it in respect of, or
     of any present dispute between it and any governmental agency concerning,
     any Taxes which would reasonably be expected to have a Material Adverse
     Effect, (b) except as set forth on Schedule 3(a)(xv), no examination or
     audit of any material tax return or report of the Company or any of its
     Subsidiaries by any applicable taxing authority is currently in progress
     and (c) there are no outstanding agreements or waivers extending the
     statutory period of limitation applicable to any tax return or report of
     the Company or any of its Subsidiaries.

<PAGE>

                                      -11-

          (xvi)   Reservation of Stock. As of the Closing, the Company shall
                  --------------------
     have reserved for issuance a sufficient number of shares of Common Stock to
     permit the conversion in full of all Shares into Common Stock. Such Common
     Stock when issued upon such conversion will be duly authorized, fully paid
     and nonassessable.

          (xvii)  Transactions with Affiliates. Except as set forth on Schedule
                  ----------------------------
     3(a)(xvii), there are no agreements or understandings relating to the
     provision of services or the investment of equity, and there are no loans,
     advances or commitments to make loans or advances, between the Company or
     any of its Subsidiaries, on the one hand, and the directors or officers of
     the Company or any Affiliate (excluding Subsidiaries) of the Company, on
     the other hand.

          (xviii) Status of Shares. The Shares, upon issuance by the Company
                  ----------------
     following receipt of the consideration provided for herein and satisfaction
     of the other conditions set forth herein, will be duly authorized, fully
     paid and nonassessable. Neither the Company nor any of its Affiliates (as
     defined in Rule 501(b) of Regulation D under the Act) has, directly or
     through any agent, (i) sold, offered for sale, solicited offers to buy or
     otherwise negotiated in respect of, any "security" (as defined in the Act)
     which is or could be integrated with the sale of the Shares in a manner
     that would require the registration under the Act of the Shares or (ii)
     engaged in any form of general solicitation or general advertising (as
     those terms are used in Regulation D under the Act) in connection with the
     offering of the Shares or in any manner involving a public offering within
     the meaning of Section 4(2) of the Act. Assuming the accuracy of the
     representations and warranties of the Purchasers in Section 4 hereof, it is
     not necessary in connection with the offer, sale and delivery of the Shares
     to the Purchasers in the manner contemplated by this Agreement to register
     any of the Shares under the Act.

          (xix)   Employee Benefits.
                  -----------------

           (a)    All of the Benefit Plans and any related trust agreements or
     annuity contracts (or any other funding instruments) have been administered
     and maintained to date in compliance with the provisions of ERISA and the
     Code, where required, and all other applicable laws, rules and regulations,
     except where such noncompliance would not reasonably be expected to have a
     Material Adverse Effect. A favorable determination as to the qualification
     under the Code of each of the Benefit Plans intended to be so qualified,
     and each amendment thereto (where required by law), has been made by the
     IRS or application for such determination has been made with respect
     thereto. No act or omission has occurred that would reasonably be expected
     to cause the loss of qualified status for any Benefit Plan intended to be
     qualified.

           (b)    No Benefit Plan which constitutes an "employee welfare benefit
     plan," as defined in Section 3(l) of ERISA ("Welfare Benefit Plan"), is
     funded by means of a VEBA or is otherwise subject to the funding rules of
     Sections 419 and 419A of the Code. Each Welfare Benefit Plan is in
     compliance in all material respects with the group health plan continuation
     coverage (COBRA) requirements of Section 4980B of the Code to the extent
     such Section is applicable to any such Welfare Benefit Plan. No Welfare
     Benefit Plan provides medical or other welfare benefits to retired or
     former employees of the Company or any of its Subsidiar-

<PAGE>

                                      -12-

     ies (other than COBRA continuation coverage, where applicable). Except as
     set forth on Schedule 3(a)(xix) and except for agreements with producers
     pursuant to which such producers are paid on their retained book of
     business for periods following separation of service and Benefit Plans
     intended to be qualified under Section 401(a) of the Code, neither the
     Company nor any of its Subsidiaries has made, or has any program or policy
     providing for, any promise or offer with respect to post-retirement
     benefits, either directly or indirectly, to any of its current or former
     employees.

          (c) To the knowledge of the Company, no plan fiduciary of any Benefit
     Plan has engaged in any transaction in violation of Section 406(a) or (b)
     of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1)
     of the Code) for which no exemption exists under Section 407 or 408 of
     ERISA or Section 4975(d) of the Code which violation or "prohibited
     transaction" would reasonably be expected to cause a Material Adverse
     Effect. No litigation concerning any such plan is pending or, to the
     knowledge of the Company, threatened, nor, to the knowledge of the Company,
     is there outstanding any complaint to the United States Department of Labor
     concerning any such plan.

          (d) No other entity which is a member of the same controlled group of
     organizations (within the meaning of Section 414(b), (c) or (m) of the
     Code) as the Company maintains, contributes to or is obligated to
     contribute to any plan that is subject to Title IV of ERISA or Section 412
     of the Code or that is a "multiemployer plan" within the meaning of Section
     4001(a)(3) of ERISA.

          (e) All Benefit Plans, related trust agreements or annuity contracts
     (or any other funding instruments) are legally valid and binding and in
     full force and effect, and there are no material defaults thereunder. None
     of the rights of the Company or its Subsidiaries thereunder will be
     impaired by the consummation of the transactions contemplated by this
     Agreement, and all of the rights of the Company and its Subsidiaries
     thereunder will be enforceable by the Company and its Subsidiaries after
     the Closing without the consent or agreement of any other party. The
     Company and each of its Subsidiaries have the right to amend and terminate
     any of their Benefit Plans, subject to the requirements of ERISA and the
     Code.

          (f) All contributions and premium payments required with respect to
     the Benefit Plans have been made when due, and the Company intends to make
     such contributions and premium payments in accordance with its ordinary
     course of business.

          (g) Other than EBITDA-based and revenue-based bonuses and the
     preferred incentive shares for management purchased under various stock
     subscription agreements, Schedule 3(a)(xix) lists or refers to each
     deferred compensation plan, bonus plan, stock option plan, "phantom" stock
     plan and employee stock purchase plan of the Company and its Subsidiaries
     and includes a description of all other employee benefit plans, agreements,
     arrangements or commitments of the Company and its Subsidiaries.

          (h) Schedule 3(a)(xix) sets forth the amounts currently projected by
     the Company to be payable in respect of "growth-based bonuses" for the next
     five fiscal years. Such pro-

<PAGE>

                                      -13-

     jections constitute the Company's best estimate of the information
     purported to be shown therein, and the Company is not aware of any fact or
     information that would lead it to believe that such projections are
     incorrect or misleading in any material respect.

          (xx)    Consents and Approvals; No Violation. Except as set forth on
                  ------------------------------------
     Schedule 3(a)(xx), there is no requirement applicable to the Company or any
     of its Subsidiaries to make any filing with, or to obtain any permit,
     authorization, consent or approval of, any government or regulatory
     authority or any other Person in connection with the execution and delivery
     by the Company of the Operative Documents and the performance by the
     Company of the transactions contemplated thereby.

          (xxi)   Intellectual Property. The Company owns or has the right to
                  ---------------------
     use pursuant to license, sublicense, agreement or permission all material
     trademarks, patents, copyrights, trade names, service marks, software and
     know-how ("Intellectual Property") necessary for the operation of its
     businesses as presently conducted. To the knowledge of the Company, the
     Company has not interfered with or otherwise come into conflict with any
     material Intellectual Property rights of third parties, nor has any third
     party interfered with, infringed upon, misappropriated or otherwise come
     into conflict with any material Intellectual Property rights of the
     Company. There is no existing claim or, to the knowledge of the Company,
     any basis for any claim against the Company (a) that any of its operations,
     activities or products infringe the Intellectual Property or other property
     rights of others or (b) that the Company is wrongfully or otherwise using
     the property rights of others, which would or could reasonably be expected
     to have a Material Adverse Effect.

          (xxii)  Subsidiaries and Investments. Except as set forth on Schedule
                  ----------------------------
     3(a)(xxii), neither the Company nor any of its Subsidiaries owns or
     maintains, directly or indirectly, more than 1% of the capital stock of any
     company subject to the reporting requirements of Section 13(a) or 15(d)
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     or any other equity or ownership or proprietary interest in any other
     corporation, partnership, association, trust, joint venture or other
     entity.

          (xxiii) Title to Assets; Related Matters. The Company and its
                  --------------------------------
     Subsidiaries have good and marketable title to all of their respective
     material assets, rights, interests and other properties, real, personal and
     mixed, tangible and intangible, including, without limitation, capital
     leases and leasehold interests and all of the assets in the unaudited
     consolidated balance sheet of the Company and its Subsidiaries as of
     September 30, 2001 (collectively, the "Assets"), except those transferred
     in the ordinary course of business since September 30, 2001, free and clear
     of all Encumbrances, except those specified or referred to on Schedule
     3(a)(xxiii) and liens for purchase money financing for furniture and
     equipment and taxes not yet due and payable.

          (xxiv)  Possession. The material tangible assets included within the
                  ----------
     Assets are in the possession or control of the Company or one of its
     Subsidiaries, and no other Person or entity has a right to possession,
     except as specified or referred to in Schedule 3(a)(xxiv), or present

<PAGE>

                                      -14-

     claims of possession of all or any part of such Assets, except the rights
     of lessors of leased equipment and leased premises under their respective
     contracts and leases.

          (xxv)    No Undisclosed Liabilities. Neither the Company nor any of
                   --------------------------
     its Subsidiaries has any material liabilities or obligations of any nature,
     known, fixed or contingent, matured or unmatured, other than those (a)
     reflected in the Audited Financial Statements, (b) incurred in the ordinary
     course of business since the date of the Audited Financial Statements which
     could not reasonably be expected to have a Material Adverse Effect or (c)
     disclosed specifically on Schedule 3(a)(xxv).

          (xxvi)   Disclosures. No representation or warranty by the Company
                   -----------
     contained in this Agreement (including the Schedules hereto) and no
     information contained in any document provided to the Purchasers or to any
     securityholders of the Company in connection with the transactions
     contemplated by the Operative Documents by or on behalf of the Company
     (except for industry data and other statements specifically attributed to
     third party sources and except as any particular document may have been
     amended or supplemented on or prior to the date hereof), taken as a whole,
     contains an untrue statement of a material fact or omits to state a
     material fact necessary in order to make such representation or warranty or
     such statement not materially misleading. The financial projections
     relating to the Company or any of its Subsidiaries delivered to the
     Purchasers constitute the Company's best estimate of the information
     purported to be shown therein, and the Company is not aware of any fact or
     information that would lead it to believe that such projections are
     incorrect or misleading in any material respect.

          (xxvii)  Books and Records. The books and records of the Company,
                   -----------------
     including, without limitation, any stock and minute books (where
     applicable), are complete and correct in all material respects. No action
     has been taken which requires the approval of the Board of Directors or the
     stockholders of the Company which is not accurately reflected in the
     Company's minute books.

          (xxviii) No Senior Securities. Except as disclosed on Schedule
                   --------------------
     3(a)(xxviii), the Company has no securities outstanding senior in right of
     payment, voting or conversion or senior with respect to any other right to
     the Series Y Preferred Stock (other than by virtue of a differential in the
     purchase price therefor and rights (including conversion rights) in respect
     of accumulated dividends thereon).

          (xxix)   Material Agreements. Other than as set forth in this
                   -------------------
     Agreement and except as described on Schedule 3(a)(xxix), there are no
     other material agreements of the Company and its Subsidiaries (except with
     respect to agreements in the ordinary course of the insurance brokerage or
     financial services businesses and office leases), including, without
     limitation, (a) contracts, agreements or arrangements for Acquisitions, (b)
     contracts, agreements or arrangements regarding debt or equity of the
     Company, (c) contracts, agreements and arrangements which individually
     require both a total future payment or payments or liability in excess of
     $2,000,000 and a total current annual payment or payments or liability in
     excess of $500,000 to or by the Company, (d) agreements pursuant to which
     the Company and/or its

<PAGE>

                                      -15-

     Subsidiaries offers, markets or sells products of any insurance company and
     (e) contracts that grant exclusive dealing arrangements or which, in any
     manner, restrict the Company's or its Subsidiaries' operations or business.

          (xxx)     Executive Compensation. Set forth on Schedule 3(a)(xxx) is a
                    ----------------------
     list of employees of the Company and its Subsidiaries who are entitled to
     receive salary or other guaranteed compensation equal to or in excess of
     $300,000 per year pursuant to the employment agreements identified on such
     Schedule.

          (xxxi)    Registration Rights. After giving effect to the transactions
                    -------------------
     contemplated hereby, other than the Shareholders' Agreement and except as
     otherwise set forth on Schedule 3(a)(xxxi), the Company is not party to any
     agreement with respect to its securities granting any registration rights
     to any Person.

          (xxxii)   Securities. Schedule 3(a)(xxxii) lists all the Persons as of
                    ----------
     the date hereof who own debt or equity securities of the Company or any
     Subsidiary (and the amounts and percentages of total voting power (on a
     fully diluted, as-converted basis) so owned), and identifies each such
     Person as a "Management Investor" or "Non-Management Investor" (each, as
     defined in the Shareholders' Agreement) after giving effect to the Closing
     under this Agreement.

          (xxxiii)  Real Property. Neither the Company nor any of its
                    -------------
     Subsidiaries owns any material real property.

          (xxxiv)   Employee Restrictive Covenants. (a) All persons (including
                    ------------------------------
     executive officers) who have sold stock or assets to the Company or any of
     its Subsidiaries and who, as a result thereof, have become employees of the
     Company or of any of its Subsidiaries have entered into employment
     agreements restricting their ability to solicit the clients sold in
     connection with such Acquisition; and (b) all executive officers of the
     Company (including those described in clause (a) above) have (or will at
     the Closing have) entered into agreements restricting the use of
     confidential information with respect to the Company upon the termination
     of employment of such executive officer.

          (xxxv)    Restrictive Agreements. After giving effect to the
                    ----------------------
     transactions contemplated hereby and thereby, other than as set forth in
     the Shareholders' Agreement and applicable transfer restrictions to ensure
     compliance with applicable securities laws, except as set forth on Schedule
     3(a)(xxxv) and except for obligations to repurchase securities from
     employees upon termination of employment, neither the Company nor, to the
     knowledge of the Company, any stockholder will be a party to any agreement
     (i) restricting the free disposition or voting of any shares of the issued
     and outstanding stock of the Company or (ii) requiring the Company to re
     purchase any outstanding securities under any condition, including, without
     limitation, any agreement granting rights of first refusal, co-sale or
     similar rights.

          (xxxvi)   HSR Compliance. Sale of the Shares in accordance with the
                    --------------
     terms hereof to the Purchasers will not cause the Purchasers to fail to be
     in compliance with the HSR Act.

<PAGE>

                                      -16-

         (b) Any representation or warranty which is stated to be based on "the
     knowledge of the Company" or similar words means that none of Bernard
     Mizel, Chairman of the Board of Directors and Chief Executive Officer of
     the Company, David L. Eslick, President and Chief Operating Officer of the
     Company, Edward Bowler, Senior Vice President and Chief Financial Officer
     of the Company, or Ernest J. Newborn, II, Senior Vice President, General
     Counsel and Secretary of the Company has, or after due inquiry would be
     reasonably likely to have, any knowledge of facts to the contrary.

         SECTION 4.  Representations and Warranties and Other Agreements of the
                     ----------------------------------------------------------
     Purchasers.
     ----------

         (a) Representations and Warranties. Each Purchaser represents and
             ------------------------------
     warrants with respect to itself and its Shares that:

             (i)   It is acquiring such Shares for investment for its own
         account and not as an agent or nominee for any other Person.

             (ii)  It will not Transfer any of the Shares unless (A) such
         Transfer complies with the provisions of this Agreement and the
         Shareholders' Agreement, (B) either (1) the Transfer is pursuant to an
         effective registration statement under the Act or pursuant to Rule 144A
         under the Act, or (2) the Purchaser shall have furnished the Company
         with an opinion of counsel, which opinion of counsel shall be
         reasonably satisfactory to the Company, to the effect that no such
         registration is required because of the availability of an exemption
         from registration under the Act, and (C) such Transfer shall be in
         compliance with any applicable state or foreign securities or "blue
         sky" laws, subject, nevertheless, to any requirement of law that the
         disposition of its property shall be at all times within its control.

             (iii) It has been advised by the Company that: (A) neither the
         offer nor sale of any Shares has been registered under the Act or any
         state or foreign securities or "blue sky" laws; (B) the Shares are
         characterized as a "restricted security" under the Act inasmuch as they
         are being acquired from the Company in a transaction not involving a
         public offering and that the Shares must be held indefinitely and it
         must continue to bear the economic risk of the investment in the Shares
         unless the offer and sale of the Shares is subsequently registered
         under the Act or an exemption from such registration is available and
         all applicable state or foreign securities or "blue sky" laws are
         complied with; (C) it is not anticipated that there will be any public
         market for the Shares in the foreseeable future; (D) Rule 144
         promulgated under the Act is not presently available with respect to
         the offers or sales of any securities of the Company, and the Company
         has made no covenant to make such Rule available nor has it made any
         covenants with respect to other rules by which offers or sales may be
         made; (E) when and if the Shares may be disposed of without
         registration under the Act in reliance on Rule 144, such disposition
         may be made only in limited amounts in accordance with the terms and
         conditions of such Rule; (F) if the Rule 144 exemption is not
         available, public offer or sale of any Shares without registration will
         require the availability of another exemption under the Act or the
         rules and regulations promulgated thereunder; (G) a restrictive legend
         in the form heretofore set forth shall be placed on the certificates
         representing the Shares; and (H) a notation shall be made in the
         appropriate records of the Company indicating that the Shares are
         subject to restrictions on transfer and, if the Company should at some
         time in the future engage the

<PAGE>

                                      -17-

         services of a stock transfer agent, appropriate stop transfer
         restrictions will be issued to such transfer agent.

             (iv)   It either (A) is an "accredited investor" as defined in the
         Act or (B) has such knowledge, skill and experience in business,
         financial and investment matters so that it is capable of evaluating
         the merits, risks and consequences of an investment in the Shares and
         is able to bear the economic risk of loss of such investment.

             (v)    It has been afforded (A) the opportunity to ask such
         questions as it has deemed necessary of, and to receive answers from,
         representatives of the Company concerning an investment in the Shares
         and the merits and risks of investing in the Shares and (B) access to
         information about the Company and the Company's financial condition,
         business, results of operations and prospects sufficient to enable it
         to evaluate its investment in the Shares.

             (vi)   It has duly and validly executed and delivered this
         Agreement.

             (vii)  The execution, delivery and performance by it of this
         Agreement and the acceptance of the Shares upon payment therefor do not
         and will not (a) constitute or result in a breach of or default (or an
         event which, with notice or lapse of time, or both, has the potential
         of constituting a default) under any material agreement to which it is
         a party or the Purchaser's organizational documents, (b) violate any
         law binding upon it (except as to the HSR Act as to which the Purchaser
         makes no representation) or (c) require the consent of any third party
         (other than those, if any, required by the HSR Act).

             (viii) It understands that an investment in the Shares is
         speculative and involves a high degree of risk and that the achievement
         of the financial results shown in any projections provided to it is
         subject to numerous contingencies, many of which are not within the
         Company's control. The Company has prepared the projections in good
         faith and believes that the assumptions underlying the projections are
         reasonable; however, there can be no assurance that the results shown
         in the projections can be realized and, except to the extent expressly
         stated in Section 3(a)(xxvi), neither the Company nor any person acting
         on its behalf assume any responsibility for the accuracy or adequacy of
         such projections.

         (b) Disposition. If any of the Shares is to be disposed of by a
             -----------
Purchaser in accordance with Rule 144 under the Act or otherwise, such Purchaser
shall promptly notify the Company of such intended disposition and shall deliver
to the Company, at or prior to the time of such disposition, such documentation
as the Company may reasonably request in connection with such disposition and,
in the case of a disposition pursuant to Rule 144, shall deliver to the Company
an executed copy of any notice on Form 144 required to be filed with the
Securities and Exchange Commission (the "SEC").

         (c) Source of Funds. Each Purchaser severally represents that at least
             ---------------
one of the following statements concerning each source of funds to be used to
purchase Shares (respectively, the "Source") is accurate:

<PAGE>

                                      -18-

          (1) the Source is not an "employee benefit plan" as defined in Section
     3(3) of ERISA (an "employee benefit plan") that is subject to Title I of
     ERISA or a "plan" as defined in Section 4975(e) of the Code;

          (2) the Source is an "insurance company general account" (as such term
     is defined under Section V of Prohibited Transaction Class Exemption
     95-60), there is no employee benefit plan, treating as a single plan all
     plans maintained by the same employer or by an "affiliate" (as such term is
     defined under Section V of Prohibited Transaction Class Exemption 95-60) or
     by the same employee organization, with respect to which the amount of the
     general account reserves and liabilities for all contracts held by or on
     behalf of such plan exceed 10% of the total reserves and liabilities of
     such general account (exclusive of separate account liabilities) plus
     surplus, as set forth in the NAIC Annual Statement filed with the state of
     domicile of the insurer, and the conditions of Sections IV(b) and (c) of
     Prohibited Transaction Class Exemption 95-60 are satisfied;

          (3) the Source is an insurance company pooled separate account, and
     either (i) no employee benefit plan or group of plans maintained by the
     same employer or employee organization beneficially owns more than 10% of
     all assets allocated to such pooled separate account, and such Purchaser
     agrees to satisfy the conditions of Sections III(b) and (c) of Prohibited
     Transaction Class Exemption 90-1, or (ii) such separate account is
     maintained solely in connection with the fixed contractual obligations of
     such Purchaser under which the amounts payable or credited to the employee
     benefit plan and to any participant or beneficiary (including any
     annuitant) of the employee benefit plan are not affected in any manner by
     the investment performance of the separate account;

          (4) the Source is a bank collective investment fund, within the
     meaning of the Prohibited Transaction Class Exemption 91-38, no employee
     benefit plan or group of plans maintained by the same employer or employee
     organization beneficially owns more than 10% of all assets allocated to
     such collective investment fund and such Purchaser agrees to satisfy the
     conditions of Sections III(b) and (c) of Prohibited Transaction Class
     Exemption 91-38;

          (5) the Source is an "investment fund" managed by a "qualified
     professional asset manager" or "QPAM" (as defined in Part V of Prohibited
     Transaction Class Exemption 84-14 (the "QPAM Exemption")), no employee
     benefit plan's assets that are included in such investment fund, when
     combined with the assets of all other employee benefit plans established or
     maintained by the same employer or by an affiliate (within the meaning of
     Section V(c)(1) of the QPAM Exemption) of such employer or by the same
     employee organization and managed by such QPAM, exceed 20% of the total
     client assets managed by such QPAM, the conditions of Part I(c) and (g) of
     the QPAM Exemption are satisfied, neither the QPAM nor a person controlling
     or controlled by the QPAM (applying the definition of "control" in Section
     V(e) of the QPAM Exemption) owns a 5% or more interest in the Company, and
     (i) the identity of such QPAM and (ii) the names of all employee benefit
     plans whose assets are included in such investment fund have been disclosed
     to the Company in writing;

<PAGE>

                                      -19-

             (6)   the purchase is made on behalf of an employee benefit plan by
         an in-house asset manager and the conditions of Prohibited Transaction
         Class Exemption 96-23 are satisfied; or

             (7)   the Source is a governmental plan (as defined in Section
         3(32) of ERISA).

         (d) Purchaser Is Independent. Each Purchaser represents that it has
             ------------------------
made an investment decision with respect to the Shares independent of any
investment decision made by any other Purchaser with respect to the purchase of
Shares sold pursuant to this Agreement, except to the extent the signing by the
other Purchasers of the Shareholders' Agreement are conditions of the Closing
hereunder. Except for this Agreement and the Shareholders' Agreement, there are
no other agreements or understandings between the Purchaser and any other
Purchaser with respect to the conduct of the affairs of the Company and its
Subsidiaries.

         (e) Waiver of Preemptive Rights. The Certificate of Designations grants
             ---------------------------
preemptive rights ("Preemptive Rights") to holders of Shares with respect to
certain additional equity issuances by the Company. Each Purchaser hereby
irrevocably and unconditionally waives the requirement under the Certificate of
Designations that the Company give effect to such Preemptive Rights solely with
respect to any sale of up to approximately $2.5 million of Series Y Preferred
Stock that occurs as of or prior to January 31, 2002.

         SECTION 5.    Conditions Precedent to Closing.
                       -------------------------------

         (a) Conditions to the Company's Obligation. The Company's obligation to
             --------------------------------------
issue the Shares hereunder is subject to the performance by each Purchaser at or
prior to the Closing hereof of all of the agreements of each such Purchaser
contemplated to be performed hereunder at or prior to the Closing and to the
satisfaction of the further condition that the representations and warranties of
the Purchasers contained in Section 4 hereof shall be true and correct as of the
Closing, or to the waiver of such performance or satisfaction.

         (b) Conditions to Each Purchaser's Obligations. The obligations of each
             ------------------------------------------
Purchaser to purchase the Shares and to execute and deliver the amendment to the
Shareholders' Agreement contemplated by this Agreement are subject to
satisfaction of the following conditions:

             (i)   the Purchasers shall have received opinions, addressed to
         them and dated as of the Closing, from Cahill Gordon & Reindel and
         Ernest J. Newborn, II, Esq., General Counsel of the Company, addressing
         the matters set forth in Exhibits D-1 and D-2 attached hereto;

             (ii)  (A) the representations and warranties of the Company
         contained in Section 3 shall be true and correct in all respects, or
         true and correct in all material respects where such representations
         and warranties are not qualified by materiality or Material Adverse
         Effect, on and as of the Closing with the same effect as though such
         representations and warranties had been made as of the Closing and (B)
         there shall have been no Material Adverse Change;

             (iii) the Company shall have complied in all material respects with
         all agreements hereunder required to be performed by it at or prior to
         the Closing;

<PAGE>

                                      -20-

             (iv)   the Certificate of Designations shall have been filed with
         the Secretary of State of the State of Delaware;

             (v)    (A) the By-laws and (B) the Shareholders' Agreement each
         shall have been amended as contemplated by this Agreement by all
         necessary corporate action on the part of the Company and the
         Shareholders;

             (vi)   no action, suit, or proceeding shall be pending or
         threatened before any court or quasi-judicial or administrative agency
         of any federal, state, local or foreign jurisdiction or before any
         arbitrator wherein an unfavorable injunction, judgment, order, decree,
         ruling or charge would (A) prevent consummation of any of the
         transactions contemplated by any Operative Document or (B) affect
         adversely the Company's right to own its assets and to operate its
         business; and no such injunction, judgment, order, decree, ruling or
         charge shall be in effect;

             (vii)  the Company shall have delivered to the Purchasers a
         certificate, dated as of the Closing, signed on behalf of the Company
         by the Chairman of the Board of Directors and Chief Executive Officer
         of the Company and by the President and Chief Operating Officer of the
         Company to the effect that, to their knowledge, (A) the representations
         and warranties of the Company contained in Section 3 are true and
         correct in all respects, or true and correct in all material respects
         where such representations and warranties are not qualified by
         materiality or Material Adverse effect, on and as of the Closing with
         the same effect as though such representations and warranties had been
         made as of the Closing and (B) each of the other conditions specified
         in (ii)-(vi) above and (xiii)-(xiv) below has been satisfied;

             (viii) the Purchasers shall have received a certificate, dated as
         of the Closing, signed by the Secretary or an Assistant Secretary of
         the Company and certifying that attached thereto is a true, correct and
         complete copy of (A) the Company's By-laws and (B) resolutions duly
         adopted by the Executive Committee of the Board of Directors of the
         Company authorizing the execution and delivery of the Operative
         Documents;

             (ix)   the Purchasers shall have received certificates (or copies
         thereof) dated as of a recent date from the Secretary of State of the
         State of Delaware to the effect that the Company is duly incorporated
         and in good standing in such state, stating that the Company owes no
         franchise taxes in such state and listing all documents of the Company
         on file with said Secretary of State;

             (x)    the Purchasers shall have received a copy of the Company's
         Certificate of Incorporation, including all amendments thereto,
         certified as of a recent date by the Secretary of State of the State of
         Delaware;

             (xi)   the Purchasers shall have received evidence, reasonably
         satisfactory to the Purchasers, of the authority and incumbency of the
         persons acting on behalf of the Company in connection with the
         execution of any document delivered in connection with this Agreement;

<PAGE>

                                      -21-

             (xii)  the Purchasers shall have received the Audited Financial
         Statements and the Unaudited Financial Statements;

             (xiii) (A) the amendment to the Shareholders' Agreement
         contemplated by this Agreement and, to the extent necessary, all of the
         transactions contemplated thereby shall have been approved by the
         Requisite Securityholders and (B) each other Operative Document and all
         of the transactions contemplated thereby shall have been approved by
         the requisite number of holders of shares of capital stock or other
         equity securities of the Company; and

             (xiv)  the existing securityholders of the Company shall have
         waived any preemptive rights such securityholders may have to acquire
         Series Y Preferred Stock to the extent necessary to permit the
         Purchasers collectively to purchase at least $32,500,013 of Shares.

         (c) Conditions to Obligations of the Parties. The obligations of all
             ----------------------------------------
parties to this Agreement are subject to satisfaction of the additional
conditions that:

             (i)    the amendment to the Shareholders' Agreement contemplated by
         this Agreement shall be executed and delivered by the Company and the
         other parties thereto concurrently with the Closing;

             (ii)   the Company shall have received each of the governmental,
         third party, shareholder and other consents, approvals and waivers and
         entered into the amendments, in each case as set forth on Schedule
         3(a)(viii) and Schedule 3(a)(ix);

             (iii)  the membership of the Board of Directors of the Company and
         the Executive Committee shall be as set forth in the Shareholders'
         Agreement as amended as contemplated to this Agreement; and

             (iv)   there shall not be any law, rule or regulation that would
         prohibit the execution, delivery and performance of the Operative
         Documents.

         SECTION 6.  Covenants.
                     ---------

         (a) Financial Information. The Company will keep true books of records
             ---------------------
and accounts in which full and correct entries will be made of all of its
business transactions and will reflect in its financial statements adequate
accruals and appropriations to reserves, all in accordance with generally
accepted accounting principles. Prior to the time when any securities of the
Company are registered under the Exchange Act, the Company will furnish to the
Purchasers quarterly unaudited financial statements with respect to each of the
first three fiscal quarters of each fiscal year within 60 days of the end of
each such quarter certified by the Company's chief operating officer, and
audited financial statements with respect to each fiscal year within 120 days of
the end of each such fiscal year together with the report thereon of an
independent firm of public accountants of national reputation. At such times as
the financial statements are furnished pursuant to this Section, the Company
shall also furnish a certificate or certificates of one or more officers of the
Company stating that, to the knowledge of the officer delivering such
certificate, there is nothing that would cause such officer to believe any
condition exists which would constitute a violation of any of the then
applicable covenants contained

<PAGE>

                                      -22-

herein or in any of the other Operative Documents; provided that if such a
violation exists, such certificate shall specify the nature and period of
existence of such violation.

         (b) Exchange Act Reports. If the Company shall, at any time, file a
             --------------------
registration statement with respect to Common Stock and/or Preferred Stock
pursuant to the requirements of Section 12 of the Exchange Act, or a
registration statement with respect to Common Stock and/or Preferred Stock
pursuant to the requirements of the Act, the Company will file the reports
required to be filed by it under the Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, to the extent required from time to
time to enable the Purchasers to sell shares of Preferred Stock or the Common
Stock into which it is convertible, subject to the terms of the Shareholders'
Agreement, without registration under the Act within the limitation of the
exemption provided by Rule 144 under the Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.
The Company shall provide the Purchasers with 30 days written notice prior to
its initial filing under the Exchange Act.

         (c) Compliance with Rule 144 and Rule 144A Information. For so long as
             --------------------------------------------------
any of the Shares remain outstanding, the Company will make available at its
expense, upon request, to any Purchaser and any prospective purchaser of the
Shares, the information specified in Rule 144(A)(d)(4) under the Act, unless the
Company is then subject to Section 13 or 15(d) of the Exchange Act. At the
written request of a holder of Shares who proposes to sell any of such Shares in
compliance with Rule 144, the Company shall furnish to such holder, within ten
business days after receipt of such request, a written statement as to whether
or not the Company is in compliance with the filing requirements of the Exchange
Act, or otherwise has publicly available information, as set forth in Rule
144(c).

         (d) Certain Amendments. The Company shall not at any time, without the
             ------------------
prior written consent of holders of a majority of the voting power represented
by the Shares then outstanding, voting as a class, amend its certificate of
incorporation (except for the filing of the Certificate of Designations) or
By-laws (except as amended as contemplated by this Agreement and as the By-laws
may be amended from time to time in accordance with this provision) in a manner
which would adversely affect the rights of the Purchasers.

         (e) Use of Proceeds. The proceeds from the sale of the Shares and
             ---------------
certain other funds will be used by the Company as set forth on Schedule 6(e).
Pending such uses, proceeds will be invested in high-quality short-term
investments customarily utilized for cash management purposes.

         (f) Inspections and Other Information. The Company will permit officers
             ---------------------------------
and designated representatives of the Purchasers to visit and inspect any of its
properties or assets in whosoever's possession, and to examine its books of
account and discuss its affairs, finances and accounts with, and be advised as
to the same by, its officers and independent accountants (in the presence of
such officers), all upon reasonable notice and at such reasonable times (during
normal business hours) and intervals and to such reasonable extent as the
Purchasers may reasonably request. The Company will provide to the Purchasers
such other information and data with respect to the Company as from time to time
may be reasonably requested by the Purchasers.

<PAGE>

                                      -23-

         (g) Compliance with Laws. The Company will comply, and cause each of
             --------------------
its Subsidiaries to comply, in all respects with all applicable laws,
ordinances, rules, regulations and requirements of governmental authorities
(including, without limitation, insurance, securities and environmental laws,
ordinances, rules and regulations) except where the necessity of compliance
therewith is contested in good faith by appropriate proceedings or except where
any noncompliance therewith, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.

         (h) Dividends, Distributions and Repurchases. Neither the Company nor
             ----------------------------------------
its Subsidiaries will, without the prior written consent of the holders of at
least a majority of the voting power represented by the Shares Stock then
outstanding, voting as a class, declare any dividends, make any distributions or
redeem or otherwise repurchase for value its Capital Stock (as defined in the
Shareholders' Agreement) or the capital stock of its Subsidiaries except for (i)
repurchases for the purpose of recapitalizing the Company or any of its
Subsidiaries in which the shares of all equity holders of the recapitalized
entity are repurchased on a pro rata basis, (ii) repurchases of stock owned by
employees of the Company or its Subsidiaries, (iii) dividends or distributions
to another Subsidiary, the Company or pro rata. dividends to an owner of capital
stock of a Subsidiary not prohibited under Section 6(i), (iv) installment
payments of redemption notes issued by Subsidiaries of the Company in connection
with the acquisition of such Subsidiaries by the Company and (v) repurchases of
capital stock or warrants by the Company pursuant to Section 2.1(c) of the
Shareholders' Agreement or Section I of the Warrantholders' Agreement.

         (i) Issuance of Stock by Subsidiaries. The Company will not permit any
             ---------------------------------
Subsidiary to, without the prior written consent of the holders of at least a
majority of the voting power represented by the Shares then outstanding, voting
as a class, issue any shares of its capital stock except to the Company, another
Subsidiary or to shareholders, officers or employees of a business purchased in
an Acquisition; provided that any such issuance in connection with an
Acquisition shall (i) be approved by the Executive Committee in accordance with
the By-laws of the Company and the Shareholders' Agreement, (ii) be required by
the documents governing such Acquisition and (iii) be effected concurrent with,
or within 30 days of, the closing of such Acquisition.

         (j) Retention of Accountants. The Company will continue to retain an
             ------------------------
independent accountant of nationally recognized standing.

         (k) Payment of Taxes. The Company will pay and discharge, and will
             ----------------
cause each of its Subsidiaries to pay and discharge, all material taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, prior to the date on
which material penalties attach thereto, and all lawful claims which, if unpaid,
might become a lien or charge upon any properties of the Company or any of its
Subsidiaries or cause a failure or forfeiture of title thereto; provided that
neither the Company nor any Subsidiary shall be required to pay any such tax,
assessment, charge, levy or claim that is being contested in good faith and by
proper proceedings timely instituted and diligently conducted if it has
maintained adequate reserves with respect thereto in accordance with generally
accepted accounting principles.

         (l) Maintenance of Corporate Existence. The Company will do, and will
             ----------------------------------
cause each Subsidiary to do, or cause to be done, all things necessary to
preserve and keep in full force and effect

<PAGE>

                                      -24-

its existence, rights and authority, except, in the case of a Subsidiary, where
such failure to keep in full force and effect such rights and authority would
not have a Material Adverse Effect.

         (m) Publicity. The Company shall not issue any press release or press
             ---------
statements concerning the transactions contemplated hereby or by the
Shareholders' Agreement or using the name of any Purchaser or any of its
Affiliates without (i) prior consultation with an opportunity to review by such
Purchaser and (ii) such Purchaser's prior written consent.

         (n) Action by Consent. The Company shall not take any action without a
             -----------------
meeting of shareholders by means of consent in writing pursuant to Article II,
Section 4 of the By-laws of the Company (or any successor provision) unless two
business days' prior written notice of such action has been provided to each
holder of shares of Series Y Preferred Stock, Series W Preferred Stock, Series O
Preferred Stock or Series R Preferred Stock.

         (o) Delivery of Notice. The Company will ensure that all notices to be
             ------------------
delivered hereunder to any Purchaser shall be effected by facsimile transmission
or overnight courier, and shall not treat any such notice as having been
received until confirmation of completed facsimile transmission or receipt from
an overnight courier is received by the Company.

         (p) Shareholders' Agreement. The Company shall do all things necessary
             -----------------------
within its control to cause any person or entity acquiring shares of capital
stock of the Company or rights, options, warrants or other securities
convertible into or exercisable or exchangeable for shares of capital stock of
the Company at any time after the Closing to become party to the Shareholders'
Agreement. In addition, the Company agrees that it will not issue, or agree or
commit to issue, any capital stock that is not either "Common Stock" or
"Preferred Stock," as such terms are defined in the Shareholders' Agreement as
in existence immediately following the Closing.

         (q) Stamp Tax and Delivery Costs. The Company will pay all federal and
             ----------------------------
state stamp and other transfer taxes and similar transfer charges, if any, which
may be payable in respect of (i) the sale and issuance of the Shares hereunder
and (ii) the issuance of the Common Stock issuable upon conversion of the
Shares, and will save each holder of the Shares harmless against any loss or
liability resulting from nonpayment or delay in payment of any such tax or
similar transfer charge. The Company will pay all reasonable costs of delivery
to any holder of the Common Stock acquired upon conversion of the Series Y
Preferred Stock.

         (r) Lost Securities. Upon receipt by the Company of evidence
             ---------------
satisfactory to it of the loss, theft, destruction or mutilation of any
certificate representing Series Y Preferred Stock or Common Stock issued upon
conversion thereof and (in the case of loss, theft or destruction) receipt of
satisfactory indemnity or (in the case of mutilation) surrender and cancellation
of the mutilated certificate, the Company will make, and deliver, in lieu of
such certificate, a new certificate of like tenor.

         (s) Conversion of Shares. Notwithstanding the provisions set forth in
             --------------------
the Certificate of Designations, the Company will not convert into Common Stock
any Shares in any jurisdiction in which such conversion or issuance would be
unlawful or in which the Company would be required to consent to the service of
process under the laws of such jurisdiction; provided, however, that the

<PAGE>

                                      -25-

Company shall take such action as may reasonably be requested by any Purchaser
in any jurisdiction to register or qualify (or seek an exemption therefrom) the
conversion of the Shares; provided, further, that nothing in this Section 6(s)
shall limit the Company's obligation under Section 2(d) hereof.

         (t) Preemptive Rights. Except as otherwise provided in Section 4(e) of
             -----------------
this Agreement, the Company will give effect to the preemptive rights for the
time and according to the terms as set forth in the Certificate of Designations
and the certificates of designations of the Series O Preferred Stock, the Series
R Preferred Stock and the Series T Preferred Stock, respectively, in each case
as in effect as of the Closing, with respect to the shares of Preferred Stock
governed by such certificates of designations and any shares of Common Stock
issuable upon conversion of such Preferred Stock, whether or not any such shares
of Preferred Stock are then outstanding, subject to the waivers of such
preemptive rights with respect to the sale of the Shares to the Purchasers as
more particularly described in Section 5(b)(xvi) hereof.

         (u) Information. The Company will furnish concurrently to each holder
             -----------
of Series Y Securities copies of all information, documents and reports
furnished pursuant to Sections 6.1(a), 6.1(b), 6.1(c), 6.1 (e), 6.2, 6.7(a) and
6.7(b) of the Credit Facility to the parties thereto.

         (v) Reservation of Stock. The Company covenants and agrees that it will
             --------------------
at all times cause to be reserved and kept available out of its authorized and
unissued shares of capital stock such number of Shares and Common Stock as will
be sufficient to permit the conversion of all the Shares into Common Stock in
accordance with the Certificate of Designations. The Company covenants and
agrees that it will take all actions necessary to ensure that all shares of
Common Stock issuable upon conversion of the Shares shall be duly and validly
authorized and issued and fully paid and nonassessable, free of any preemptive
rights and free of any lien created by, or arising out of actions of, the
Company or any of its Subsidiaries.

         SECTION 7.  Indemnification; Survival.
                     -------------------------

         (a) Indemnification Generally. The Company agrees to indemnify, defend
             -------------------------
and hold harmless each of the Purchasers, their respective Subsidiaries and
Affiliates, and their respective officers, directors, employees, agents and
controlling persons (each, a "Purchaser Indemnified Person") from and against
any and all losses, claims, damages, liabilities, expenses (including, without
limitation, reasonable attorneys' fees and disbursements), costs, judgments or
amounts paid in settlement of actions (i) arising out of or resulting from the
untruth of any representation herein or in any certificate delivered hereunder
(including, without limitation, pursuant to Section 5(b)) or the breach of any
warranty or covenant herein or in any certificate delivered hereunder
(including, without limitation, pursuant to Section 5(b)) or the default or
breach of any of the Company's undertakings or covenants under any of the other
Operative Documents, (ii) arising out of or relating to any claim by a third
party against a Purchaser Indemnified Person based on or arising out of (x) any
representation or warranty of the Company that was untrue when made or any
breached covenant of the Company or (y) the use by the Company of the proceeds
of the sale of the Shares or (iii) by virtue of the Purchasers' (and their
respective Affiliates') investments in the Company (other than losses relating
strictly to market risk). Each Purchaser agrees to indemnify, defend and hold
harmless the Company, its Subsidiaries and their respective officers, directors,
employees, agents and controlling persons (each, a "Company

<PAGE>

                                       -26-

Indemnified Person") from and against any and all losses, claims, damages,
liabilities, expenses (including, without limitation, reasonable attorneys' fees
and disbursements), costs, judgments or amounts paid in settlement of actions
arising out of or resulting from the untruth of any representation of such
Purchaser herein or the breach of any warranty or covenant of such Purchaser
herein or relating to any claim by a third party against a Company Indemnified
Person based on or arising out of any action or any representation or warranty
of such Purchaser that was untrue when made or any breached covenant of such
Purchaser. In no event shall the indemnification obligations of any Purchaser
exceed the aggregate Purchase Price of the Shares purchased by such Purchaser
pursuant to this Agreement. Notwithstanding the foregoing, no representation,
warranty, covenant or acknowledgment made herein by the Purchaser shall in any
manner be deemed to constitute a waiver of any rights granted to it under the
Act or state securities laws.

     (b)  Indemnification Proceedings in Respect of Third Party Claims. The
          ------------------------------------------------------------
provisions of this Section 7(b) shall apply to claims for indemnification
pursuant to Section 7(a) based on the assertion of any claim by a third party
against an Indemnified Party (as hereinafter defined). Promptly after receipt by
any party entitled to indemnification pursuant to the provisions of Section 7(a)
(each, an "Indemnified Party") of notice of the commencement of any action, such
Indemnified Party shall, if a claim in respect thereof is to be made against the
party hereto which is obligated for indemnification in respect of such action
pursuant to the provisions of Section 7(a) (the "Indemnifying Party"), notify
the Indemnifying Party in writing of the commencement thereof; provided,
however, that the omission so to notify the Indemnifying Party shall not relieve
it from any liability that it may have to any Indemnified Party except to the
extent that the Indemnifying Party has been materially prejudiced by such
omission. In case any such action shall be brought against any Indemnified
Party, and it shall notify the Indemnifying Party of the commencement thereof,
the Indemnifying Party shall be entitled to participate therein and to assume
the defense thereof, with counsel reasonably satisfactory to such Indemnified
Party, and, after notice from the Indemnifying Party to such Indemnified Party
of its election so to assume the defense thereof, the Indemnifying Party shall
not be liable to such Indemnified Party for any legal or other expenses
subsequently incurred by such Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation, unless (i) the employment
of separate counsel has been specifically authorized in writing by the
Indemnifying Party, (ii) the Indemnifying Party has failed to assume the defense
and employ counsel reasonably satisfactory to the Indemnified Party within a
reasonable time after commencement of such action or (iii) the named parties to
any such action (including any impleaded parties) include an Indemnified and an
Indemnifying Party, and the Indemnified Party has been advised in writing by
separate counsel that there may be one or more legal defenses available to such
Indemnified Party which are different from or additional to those available to
the Indemnifying Party (in which case the Indemnifying Party shall not have the
right to assume the defense of such action or proceeding on behalf of the
Indemnified Party), it being understood that the Indemnifying Party shall not,
in connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one firm of attorneys (in addition to any local counsel) for the
Indemnified Party, which firm shall be designated in writing by the Indemnified
Party, and that all such fees and expenses shall be reimbursed as they are
incurred upon written request and presentation of satisfactory invoices. The
Indemnifying Party or the Indemnified Party, as the case may be, shall in any
event have the right to participate at its own expense in the defense of any
third party claim which the other is defending. No Indemnifying Party

<PAGE>

                                       -27-

shall, without the prior written consent of each Indemnified Party, effect any
settlement of any pending or threatened proceeding in respect of which such
Indemnified Party is a party, unless such settlement (i) includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such proceeding, (ii) does not involve equitable
or other nonmonetary damages and (iii) would not, in the reasonable judgment of
the Indemnified Party, have a material adverse effect on the business of the
Indemnified Party.

     (c)  Survival. The representations and warranties of the parties set forth
          --------
in this Agreement shall survive the execution and delivery of this Agreement and
the Closing.

     SECTION 8.  Notification of Changes. Each Purchaser shall notify the
                 -----------------------
Company upon the occurrence of any event prior to Closing which would cause any
representation or warranty of such Purchaser contained in this Agreement to be
false or incorrect.

     SECTION 9.  Termination of Agreement. (a) This Agreement shall terminate
                 ------------------------
upon the mutual written consent of the parties, and (b) the Purchasers shall
have the right to terminate this Agreement, upon written notice to the Company,
at any time after January 31, 2002 in the event the Closing shall not have
occurred.

     SECTION 10. Binding Effect. The provisions of this Agreement shall be
                 --------------
binding upon and shall inure to the benefit of the parties hereto, any
Indemnified Parties that are not parties hereto and the heirs, legal
representatives, successors and assigns of the parties hereto and any such
Indemnified Parties. No transfer of any Shares shall be valid unless the
transferee thereof shall have assumed the obligations of its transferor under
this Agreement (and, to the extent applicable, the other Operative Documents)
with respect to such Shares in a written instrument delivered to the Company.

     SECTION 11. Recapitalizations, Exchanges, Etc. Affecting the Shares. The
                 ---------------------------------
provisions of this Agreement shall apply to the full extent set forth herein
with respect to any and all shares of capital stock of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in exchange for, or in
substitution of the Shares, by reason of any stock dividend, split, reverse
split, combination, recapitalization, reclassification, merger, consolidation or
otherwise.

     SECTION 12. Successors and Assigns. The provisions of this Agreement shall
                 ----------------------
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that no Purchaser shall
assign any rights under this Agreement prior to the Closing without the prior
written consent of the Company, and any such purported assignment of rights
hereunder by any Purchaser which has not been consented to by the Company shall
be void. After the Closing, the rights of the Purchasers hereunder may only be
assigned in connection with a contemporaneous Transfer of Capital Stock which is
not prohibited by the Shareholders' Agreement; provided that, upon any such
assignment, the assignee shall execute and deliver a Joinder Agreement (as
defined in the Shareholders' Agreement) unless the Shareholders' Agreement
expressly does not require the assignee to do so. The Company may not assign any
rights or obligations under this Agreement without the prior written consent of
the Purchasers, and any such purported assignment of rights or

<PAGE>

                                       -28-

obligations hereunder by the Company which has not been consented to by the
Purchasers shall be void.

     SECTION 13. Applicable Law; Waiver of Jury Trial. THIS AGREEMENT SHALL BE
                 ------------------------------------
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK
STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE
OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING BY NOTICE IN THE MANNER
SET FORTH IN SECTION 16.

     SECTION 14. Invalidity of Provisions. The invalidity or unenforceability of
                 ------------------------
any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction.

     SECTION 15. Headings; Execution in Counterparts, Reproductions. The
                 --------------------------------------------------
headings and captions contained herein are for convenience of reference only and
shall not control or affect the meaning or construction of any provision hereof.
This Agreement may be executed in counterparts, each of which shall be deemed to
be an original and all of which together shall constitute but one and the same
instrument. Reproductions of this Agreement and all documents relating hereto,
including photocopies or copies on microfilm, microfiche or similar storage
system, shall be deemed to be duplicate originals of this Agreement. This
Agreement may be signed and delivered to the other party by facsimile
transmission; such transmission shall be deemed a valid signature. The Company
agrees that any such reproduction shall be admissible in evidence as the
original itself in any proceeding (whether or not the original is in existence).

     SECTION 16. Notices. All notices, requests and other communications to any
                 -------
party under this Agreement shall be in writing (including facsimile or similar
writing) and shall be given to such party at its address or facsimile number as
set forth in this Section 16. Each such notice, request or other communication
shall be effected by facsimile transmission, overnight courier or personal
delivery and shall not be deemed given until confirmation of completed facsimile
transmission or receipt from an overnight courier is received by the notifying
party or until delivered, in the case of personal delivery.

<PAGE>

                                       -29-

     (a)  If to the Company:

                 U.S.I. Holdings Corporation
                 50 California Street, 24th Floor
                 San Francisco, California 94111-4796
                 Attn: Ernest J. Newborn, II, Esq.
                 Telephone:  (415) 263-2105
                 Telecopier: (415) 983-0101

     (b)  If to a Purchaser, to the address listed on the applicable signature
page opposite its name or at such other address as such party shall have
specified by notice in writing to the other party in accordance with this
Section 16.

     SECTION 17. Amendment. This Agreement may not be amended, modified or
                 ---------
supplemented and no waivers of or consents to departures from the provisions
hereof may be given unless consented to in writing by the Purchasers and the
Company. Unless otherwise specified in such waiver or consent, a waiver or
consent given hereunder shall be effective only in the specific instance and for
the specific purpose for which given. No failure or delay by any party to this
Agreement in exercising any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.

     SECTION 18. Third Party Beneficiaries. Nothing expressed or implied in this
                 -------------------------
Agreement is intended or shall be construed to confer upon or give to any third
party (other than any Indemnified Party) any rights or remedies against any
party hereto.

     SECTION 19. Legal Expense and Certain Taxes. All sales, use, transfer,
                 -------------------------------
intangible, excise, documentary, stamp, recording, gross income, gross receipts
and other similar taxes or fees which may be due or payable in connection with
the consummation of the transactions contemplated by the Operative Documents
shall be paid by the Company.

     SECTION 20. Certain Actions. The Company agrees that it will not adopt any
                 ---------------
amendment to the constitutive documents of the Company or take any other action
affecting the rights, privileges or obligations of the stockholders of the
Company (in their capacity as stockholders) that could be reasonably expected to
have a disproportionately adverse effect on any Purchaser or any of its
Affiliates (unless the affected party shall have consented in writing to such
amendment or action). The provisions contained in this Section 20 and in Section
6(t) shall expire upon the closing of a Public Offering.

<PAGE>

     IN WITNESS WHEREOF, the Purchasers and the Company have executed this
Agreement as of the date first above written.


                                        U.S.I. HOLDINGS CORPORATION


                                        By: /s/ Bernard H. Mizel
                                            -----------------------------------
                                            Name:  Bernard H. Mizel
                                            Title: Chairman and Chief Executive
                                                   Officer






<PAGE>

Number of Shares: 2,142,858                       CERIDIAN CORPORATION
Purchase Price per Share: $7.00
Aggregate Purchase Price: $15,000,006
Address for Notices: Ceridian Corporation         By: /s/ A. Reid Shaw
                     Attention: General Counsel       ------------------------
                     and Corporate Secretary          Name: A. Reid Shaw
                     3311 E. Old Shakopee Road        Title: Vice President and
                     Minneapolis, MN 55425                   Assistant Secretary
                     Tel.: (952) 85308100
                     Fax.: (952) 853-7272



<PAGE>

Number of Shares: 2,142,858                       THE PAUL REVERE LIFE INSURANCE
                                                      COMPANY
Purchase Price per Share: $7.00
Aggregate Purchase Price: $15,000,006
Address for Notices:                              By: /s/ Ben S. Miller
     The Paul Revere Life Insurance Company           --------------------------
     (A subsidiary of UnumProvident Corporation)      Name: Ben S. Miller
                    Private Placement, 6 North        Title: Vice President
                    One Fountain Square
                    Chattanooga, TN 37402
                    Tel.:
                    Fax.:
                    Attention:


<PAGE>





                       [Excluding Schedules and Exhibits]