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                                                                   EXHIBIT 10.34

                           U.S.I. HOLDINGS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

     1.  Purpose.

     The purpose of this Plan is to provide eligible employees the opportunity
to purchase U.S.I. Holdings Corporation Common Stock on a basis that qualifies
for the tax treatment prescribed by Section 423 of the Code.

     2.  Definitions.

     The following terms, when used in the Plan, shall have the following
meanings:

     (a) "Board" or "Board of Directors" means the Board of Directors of the
Company, as constituted from time to time.

     (b) "Code" means the Internal Revenue Code of 1986, as amended from time to
time. References to a particular section of the Code include any successor
provisions.

     (c) "Committee" means the Compensation Committee of the Board, or such
other committee appointed by the Board of Directors to administer the Plan
pursuant to the provisions of Section 3(a) below.

     (d) "Common Stock" means common stock, par value $.01 per share, of the
Company.

     (e) "Company" means U.S.I. Holdings Corporation, a Delaware corporation.

     (f) "Fair Market Value" on a particular date means the mean between the
highest and lowest sales prices of a share of Common Stock on the principal
stock exchange or stock market on which the Common Stock may be listed or
admitted to trading. If there were no sales on such date, the respective prices
on the most recent prior day on which sales were reported shall be used. If the
foregoing method of determining fair market value should be inconsistent with
Section 423 of the Code, "Fair Market Value" shall be determined by the
Committee in a manner consistent with Section 423 of the Code and shall mean the
value as so determined.

     (g) "Offering" means a period, designated by the Committee in accordance
with the provisions of Section 6 of the Plan, on the first day of which options
will




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be granted to eligible employees pursuant to Section 8(a) of the Plan and on the
last day of which such options will be deemed exercised or will expire, as
applicable, in accordance with Section 8(b) of the Plan.

     (h) "Participant" or "Participating Employee" means an employee of the
Company or a Participating Subsidiary who is eligible to participate in an
Offering under the Plan pursuant to Section 5 below and who elects to
participate in such Offering in accordance with Section 6 below.

     (i) "Participating Subsidiary" means, with respect to an Offering under the
Plan, a Subsidiary the employees of which are authorized by the Committee as
provided in Section 5 below to participate in such Offering.

     (j) "Plan" means the U.S.I. Holdings Corporation Employee Stock Purchase
Plan set forth herein, as amended from time to time.

     (k) "Parent" means a parent corporation as defined in Section 424(e) of the
Code, including a corporation which becomes such a parent in the future.

     (l) "Subsidiary" means a subsidiary corporation as defined in Section
424(f) of the Code, including a corporation which becomes such a subsidiary in
the future.

     (m) "Total Compensation" means, with respect to any Offering, all
remuneration, as defined in Section 3401(a) of the Code (for purposes of income
tax withholding at the source), but determined without regard to any rules that
limit remuneration included in wages based on the nature and location of
employment or the services performed, for services paid to an employee during,
or coincident with the end of, such Offering; provided, however, that "Total
Compensation" shall not include the following items (even if includable in gross
income): (1) reimbursement or other expense allowances; (2) fringe benefits
(cash and noncash); (3) moving expenses and gross up for taxes; (4) welfare
benefits (including disability income from insurance policies); (5) payments on
account of severance of the employee from employment; (6) payments on account of
early retirement of the employee; (7) income arising from the grant or exercise
of stock options; (8) restricted stock awards; and (9) distributions under this
Plan.


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     3.  Administration.

     (a) The Plan shall be administered by the Compensation Committee of the
Board, or if designated by the Board such other committee of the Board
consisting of two or more directors.

     (b) Subject to the provisions of the Plan, the powers of the Committee
shall include having the authority, in its discretion, to:

         (i) define, prescribe, amend and rescind rules, regulations,
     procedures, terms and conditions relating to the Plan; and

         (ii) interpret, administer and construe the Plan and make all other
     determinations necessary or advisable for the administration of the Plan,
     including but not limited to correcting defects, reconciling
     inconsistencies and resolving ambiguities.

     (c) The interpretation by the Committee of the terms and conditions of the
Plan, and its administration of the Plan, and all action taken by the Committee,
shall be final, binding and conclusive on the Company, its stockholders,
Subsidiaries, all Participants and employees, and upon their respective
successors and assigns, and upon all other persons claiming under or through any
of them.

     (d) Members of the Board, members of the Committee and persons to whom
authority is delegated under Section 3(e) below acting under this Plan shall be
fully protected in relying in good faith upon the advice of counsel and shall
incur no liability except for gross or willful misconduct in the performance of
their duties.

     (e) The Committee may delegate its authority to administer the Plan to any
individuals as the Committee may determine and such individuals shall serve
solely at the pleasure of the Committee. Any individuals who are authorized by
the Committee to administer the Plan shall have the full power to act on behalf
of the Committee, but shall at all times be subordinate to the Committee and the
Committee shall retain ultimate authority for the administration of the Plan.

     4.  Stock Subject to the Plan.

     (a) Subject to paragraph (c) below, the aggregate number of shares of
Common Stock which may be sold under the Plan is 1,600,000 shares of Common
Stock.


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     (b) If the number of shares of Common Stock that Participating Employees
become entitled to purchase is greater than the number of shares of Common Stock
that are offered in a particular Offering or that remain available under the
Plan, the available shares of Common Stock shall be allocated by the Committee
among such Participating Employees in such manner as it deems fair and
equitable.

     (c) In the event of any change in the Common Stock, through
recapitalization, merger, consolidation, stock dividend or split, combination or
exchange of shares, spinoff or otherwise, the Committee may make such equitable
adjustments in the Plan and the then outstanding Offerings as it deems necessary
and appropriate including, but not limited to, changing the number of shares of
Common Stock reserved under the Plan, and the purchase price of shares in the
current Offering; provided that any such adjustments shall be consistent with
Sections 423 and 424 of the Code.

     (d) Shares of Common Stock which are to be delivered under the Plan may be
obtained by the Company from its treasury, by purchasing such shares on the open
market or from private sources, or by issuing authorized but unissued shares of
its Common Stock. Shares of authorized but unissued Common Stock may not be
delivered under the Plan if the purchase price thereof is less than the par
value (if any) of the Common Stock at the time. The Committee may (but need not)
provide at any time or from time to time (including without limitation upon or
in contemplation of a change in control) for a number of shares of Common Stock
equal in number to the number of shares then subject to options under this Plan
to be issued or transferred to, or acquired by, a trust (including but not
limited to a grantor trust) for the purpose of satisfying the Company's
obligations under such options, and, unless prohibited by applicable law, such
shares held in trust shall be considered authorized and issued shares with full
dividend and voting rights, notwithstanding that the options to which such
shares relate might not be exercisable at the time.

     5.  Eligibility.

     All employees of the Company and any Subsidiaries designated by the
Committee from time to time will be eligible to participate in the Plan, in
accordance with and subject to such rules and regulations as the Committee may
prescribe; provided, however, that (a) such rules shall comply with the
requirements of the Code (including but not limited to Section 423(b)(3), (4)
and (8) thereof), (b) no employee shall be eligible to participate in the Plan
if his or her customary employment is 20 hours or less per week or for not more
than 5 months in any calendar year, unless the Committee determines otherwise on
a uniform and non-discriminatory basis, (c) the Committee may (but need not) in
its discretion exclude employees who have been employed by the Company or a
Participating Subsidiary less than two




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years and/or highly compensated employees within the meaning of Section 414(q)
of the Code from being eligible to participate in the Plan or any Offering, but
unless and until otherwise determined by the Committee, only employees who have
been employed less than six months will be excluded, (d) no employee may be
granted an option under the Plan if such employee, immediately after the option
is granted, owns stock possessing 5% or more of the total combined voting power
or value of all classes of stock of his employer corporation or any Parent or
Subsidiary (with the rules of Section 424(d) of the Code applicable in
determining the stock ownership of an employee, and stock which the employee may
purchase under outstanding options, whether or not such options qualify for the
special tax treatment afforded by Section 421 (a) of the Code, shall be treated
as stock owned by the employee), and (e) all Participating Employees shall have
the same rights and privileges except as otherwise permitted by Section
423(b)(5) of the Code.

     6.  Offerings; Participation.

     The Company may make Offerings of up to 27 months' duration each, to
eligible employees to purchase shares of Common Stock under the Plan, until all
shares authorized to be delivered under the Plan have been exhausted or until
the Plan is sooner terminated by the Board. Subject to the preceding sentence,
the number, commencement date and duration of any Offerings shall be determined
by the Committee in its sole discretion; provided that, unless the Committee
determines otherwise, (a) the first Offering shall commence on the date of the
Company's initial public offering and shall terminate on the day which is three
months from that date, and (b) a new three-month Offering may commence
immediately after the end of the previous Offering. The duration of any Offering
need not be the same as the duration of any other Offering, and more than one
Offering may commence or terminate on the same date if the Committee so
provides. Subject to such rules and procedures as the Committee may prescribe,
an eligible employee may elect to participate in an Offering at such time(s) as
the Committee may permit by authorizing a payroll deduction for such purpose in
one percent increments of up to a maximum of ninety-nine percent (99%) of his or
her Total Compensation with respect to such Offering or such lesser amount as
the Committee may prescribe. Participant elections may be made in any manner
deemed appropriate by the Committee from time to time, including by voice
response or through the internet. The Committee may (but need not) permit
employee contributions to be made by means other than payroll deductions,
provided that in no event shall an employee's contributions (excluding interest,
if any, credited pursuant to Section 7(a) below) from all sources in any
Offering exceed ninety-nine percent (99%) of his or her Total Compensation with
respect to such Offering or such lesser amount as the Committee may prescribe.
The Committee may at any time suspend or accelerate the completion of an
Offering if required by law or deemed by the Committee to be in the best


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interests of the Company, including in the event of a change in ownership or
control of the Company or any Subsidiary.

      7.  Payroll Deductions.

     (a) The Company will maintain payroll deduction accounts on its books for
all Participating Employees, and may (but need not) credit such accounts with
interest if (and only if) the Committee so directs at such rate (if any) as the
Committee may prescribe. All employee contributions and any interest thereon
which the Committee may authorize in accordance with the preceding sentence
shall be credited to such accounts. Employee contributions and any interest
credited to the payroll deduction accounts of Participating Employees need not
be segregated from other corporate funds and may be used for any corporate
purpose.

     (b) At such times as the Committee may permit and subject to such rules and
procedures as the Committee may prescribe, a Participating Employee may suspend
his or her payroll deduction during an Offering, or may withdraw the balance of
his or her payroll deduction account and thereby withdraw from participation in
an Offering.

     (c) Any balance remaining in an employee's payroll deduction account after
shares have been purchased in an Offering pursuant to Section 8(b) below will be
refunded to the Participating Employee. Upon termination of the Plan, all
amounts in the accounts of Participating Employees shall be carried forward into
their payroll deduction accounts under a successor plan, if any, or refunded to
them, as the Committee may decide.

     (d) In the event of the termination of a Participating Employee's
employment for any reason, his or her participation in any Offering under the
Plan shall cease, no further amounts shall be deducted pursuant to the Plan and
the balance in the employee's account shall be paid as soon as practicable
following such termination of employment to the employee, or, in the event of
the employee's death, to the employee's beneficiary designated under this Plan
or, in the absence of such a beneficiary designation, to the employee's estate.

      8.  Purchase; Limitations.

     (a) Subject to Section 5 above and within the limitations of Section 8(d)
below, each person who is an eligible employee of the Company or a Participating
Subsidiary on the first day of an Offering under the Plan is hereby granted an
option, on the first day of such Offering, to purchase a number of whole shares
of Common Stock at


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the end of such Offering determined by dividing ninety-nine percent (or such
lesser percentage as may be specified by the Committee as the maximum employee
contribution percentage in such Offering) of such employee's Total Compensation
with respect to such Offering, plus such interest (if any) as the Committee may
authorize to be credited during such Offering in accordance with Section 7(a)
above, by 85 percent (or 100 percent for the Offering beginning on the date of
the Company's initial public offering) of the Fair Market Value of a share of
Common Stock on the first date of such Offering or on the last date of such
Offering, whichever is lower, provided that the Committee may specify in advance
of such Offering the maximum amount of stock which may be purchased by an
employee in such Offering. The purchase price of such shares under such options
shall be determined in accordance with Section 8(c) below. The Company's
obligation to sell and deliver Common Stock in any Offering or pursuant to any
such option shall be subject to the approval of any governmental authority whose
approval the Committee determines it is necessary or advisable to obtain in
connection with the authorization, issuance, offer or sale of such Common Stock.

     (b) As of the last day of the Offering, the payroll deduction account of
each Participating Employee shall be totaled. Subject to the provisions of
Section 7(b) above and 8(d) below, if such account contains sufficient funds as
of that date to purchase one or more whole shares of Common Stock at the price
determined under Section 8(c) below, the Participating Employee shall be
conclusively deemed to have exercised the option granted pursuant to Section
8(a) above for as many whole shares of Common Stock as the amount of his or her
payroll deduction account (including any contributions made by means other than
payroll deductions and including any interest credited to the account) at the
end of the Offering can purchase (but in no event for more than the total number
of shares that are subject to the option); such employee's account will be
charged for the amount of the purchase and for all purposes under the Plan the
employee will be deemed to have acquired the shares on that date; and either a
stock certificate representing such shares will be issued to him or her, or the
Company's record keeper will make an entry on its books and records evidencing
that such shares have been duly issued or transferred as of that date, as the
Committee may direct. Any option granted pursuant to Section 8(a) above which is
not deemed exercised as of the last day of the Offering in accordance with the
foregoing provisions of this Section 8(b) shall expire on that date.

     (c) Unless the Committee determines before the first day of an Offering
that a higher price that complies with Section 423 of the Code shall apply, the
price at which shares of Common Stock may be purchased under each option granted
pursuant to Section 8(a) above shall be the lesser of (i) an amount equal to 85
percent of the Fair Market Value of the Common Stock at the time such option is
granted, or (ii) an amount



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equal to 85 percent of the Fair Market Value of the Common Stock at the time
such option is exercised. However, it is the intention of the Committee that the
price at which shares of Common Stock may be purchased under each option in the
first Offering (i.e., the Offering beginning with the Company's initial public
offering) shall be the lesser of (i) an amount equal to 100 percent of the Fair
Market Value of the Common Stock at the time such option is granted, or (ii) an
amount equal to 85 percent of the Fair Market Value of the Common Stock at the
time such option is exercised.

     (d) In addition to any other limitations set forth in the Plan, no employee
may be granted an option under the Plan which permits his or her rights to
purchase stock under the Plan, and any other stock purchase plan of his or her
employer corporation and its Parent and Subsidiary that is qualified under
Section 423 of the Code, to accrue at a rate which exceeds $25,000 of the Fair
Market Value of such stock (determined at the time such option is granted) for
each calendar year in which the option is outstanding at any time. The Committee
may further limit the amount of Common Stock which may be purchased by any
employee during an Offering in accordance with Section 423(b)(5) of the Code.

     9.  Holding Period.

     Unless the Committee should determine otherwise, all Common Stock acquired
under the Plan is subject to a one year holding period. For purposes of
measuring a given one year holding period, the commencement date shall be the
date which is one day after the last day of an Offering. During the holding
period, no shares acquired through the Plan may be sold, transferred or
otherwise disposed, other than by will, the laws of descent and distribution, or
if Participant is no longer employed by the Company or its Subsidiary's.

     10. No Transfer.

     (a) No option, right or benefit under the Plan may be transferred by any
employee, whether by will, the laws of descent and distribution, or otherwise,
and all options, rights and benefits under the Plan may be exercised during an
employee's lifetime only by such employee.

     (b) Book entry accounts and certificates for shares of Common Stock
purchased under the Plan may be maintained or registered, as the case may be,
only in the name of the Participating Employee or, if such employee so indicates
on his or her payroll deduction authorization form, in his or her name jointly
with a member of his or her family, with right of survivorship.


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     11. Effective Date and Duration of Plan.

     The Plan shall become effective when adopted by the Board, provided that
the stockholders of the Company approve it within 12 months thereafter. If not
so approved by shareholders, the Plan shall be null, void and of no force or
effect. If so approved, the Plan shall remain in effect until all shares
authorized to be issued or transferred hereunder have been exhausted or until
the Plan is sooner terminated by the Board of Directors, and may continue in
effect thereafter with respect to any options outstanding at the time of such
termination if the Board of Directors so provides.

     12. Amendment and Termination of the Plan.

     The Plan may be amended by the Board of Directors, without shareholder
approval, at any time and in any respect, unless shareholder approval of the
amendment in question is required under Section 423 of the Code. The Plan may
also be terminated at any time by the Board of Directors.

     13. General Provisions.

     (a) Nothing contained in this Plan shall be deemed to confer upon any
person any right to continue as an employee of or to be associated in any other
way with the Company for any period of time or at any particular rate of
compensation.

     (b) No person shall have any rights as a stockholder of the Company with
respect to any shares optioned under the Plan until such shares are issued or
transferred to him or her.

     (c) All expenses of adopting and administering the Plan shall be borne by
the Company, and none of such expenses shall be charged to any employee.

     (d) The Plan shall be governed by and construed under the laws of the State
of New York, without giving effect to the principles of conflict of laws of that
State.

     (e) The Plan and each Offering under the Plan is intended to qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the Code.
Every provision of the Plan shall be administered, interpreted and construed to
carry out such intention.

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