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                                                                   EXHIBIT 10.46

                      MARKETING AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                          U.S.I. HOLDINGS CORPORATION
                                       AND
                        MINNESOTA LIFE INSURANCE COMPANY

                             Dated November 7, 2002

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                                TABLE OF CONTENTS

Article                                                                 Page
-------                                                                 ----

ARTICLE I       DEFINITIONS................................................1
      1.1       Definitions................................................1

ARTICLE II      GENERAL RESPONSIBILITIES OF THE PARTIES....................4
      2.1       Responsibilities of Minnesota Life........................ 4
      2.2       Responsibilities of USI....................................4

ARTICLE III     DEVELOPMENT FEES...........................................4
      3.1       Development Fees...........................................4
      3.2       Accelerated Completion.....................................5
      3.3       Waiver of Timely Performance...............................5

ARTICLE IV      WEALTH MANAGEMENT DIVISION.................................5
      4.1       Establishment of the WMD; Ongoing Operation................5
      4.2       Contract Coordination......................................6
      4.3       Reporting and Audit Records................................6
      4.4       Exclusive Distribution.....................................6

ARTICLE V       WMD PRODUCTS AND SERVICES..................................7
      5.1       Minnesota Life Products....................................7
      5.2       Competing Products.........................................8
      5.3       Usage Fees.................................................8
      5.4       Buyout of Usage Fee Obligation.............................9

ARTICLE VI      PERSONNEL..................................................9
      6.1       Responsibilities of USI....................................9
      6.2       Securities Registration...................................10
      6.3       Licenses and Appointments.................................12

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      6.4       Contests and Trips........................................12
      6.5       Non-Solicitation..........................................12
      6.6       Non-Competition...........................................12

ARTICLE VII     COMMISSIONS...............................................13
      7.1       Commissions Schedules.....................................13
      7.2       Schedules.................................................13

ARTICLE VIII    USI GUARANTY OF AFFILIATE PERFORMANCE.....................13
      8.1       Guaranty..................................................13

ARTICLE IX      REPRESENTATIONS AND WARRANTIES OF USI.....................14
      9.1       Organization and Standing.................................14
      9.2       Authority.................................................14
      9.3       Absence of Conflicts......................................14
      9.4       Absence of Required Consents and Contractual
                 Restrictions.............................................14
      9.5       Litigation................................................15
      9.6       Licenses and Consents.....................................15
      9.7       Financial Capability......................................15

ARTICLE X       REPRESENTATIONS AND WARRANTIES OF MINNESOTA LIFE..........15
     10.1       Organization and Standing.................................15
     10.2       Authority.................................................15
     10.3       Absence of Conflicts......................................16
     10.4       Absence of Required Consents and Contractual
                 Restrictions.............................................16
     10.5       Litigation................................................16
     10.6       Financial Capability......................................16

ARTICLE XI      CONFIDENTIALITY, NON-SOLICITATION AND PROPRIETARY
                INFORMATION...............................................16
     11.1       Confidentiality...........................................17
     11.2       Intellectual Property Rights..............................17
     11.3       Employee Non-Solicitation.................................18

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ARTICLE XII     TERM AND TERMINATION OF AGREEMENT.........................19
     12.1       Initial Term of Agreement; Renewal........................19
     12.2       Termination of Agreement by Minnesota Life................19
     12.3       Termination by USI........................................20
     12.4       Insolvency Event..........................................20

ARTICLE XIII    DISPUTE RESOLUTION........................................21
     13.1       Intent....................................................21
     13.2       Negotiation Procedures....................................22
     13.3       Arbitration Procedures....................................22
     13.4       Equitable Remedies........................................23

ARTICLE XIV     INDEMNIFICATION...........................................23
     14.1       Minnesota Life Indemnification............................23
     14.2       USI Indemnification.......................................23

ARTICLE XV      MISCELLANEOUS.............................................24
     15.1       Entire Agreement, Amendments..............................24
     15.2       Assignment................................................24
     15.3       Headings..................................................24
     15.4       Notices...................................................24
     15.5       Governing Law.............................................25
     15.6       Counterparts..............................................25
     15.7       Waiver....................................................25
     15.8       Severability..............................................25
     15.9       Relationship of the Parties...............................25
     15.10      Access....................................................26
     15.11      Costs and Expenses........................................26
     15.12      Public Announcements......................................26
     15.13      Cooperation...............................................26

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                      MARKETING AND DISTRIBUTION AGREEMENT

        This Marketing and Distribution Agreement ("Agreement"), dated the 7th
day of November, 2002, (the "Effective Date"), is between U.S.I. Holdings
Corporation, a Delaware corporation on behalf of itself and each of its
Affiliates ("USI"), and Minnesota Life Insurance Company, a Minnesota stock life
insurance company ("Minnesota Life").

        WHEREAS, Minnesota Life, among other things, sells individual life
insurance and annuity policies and contracts and related products and services
designed for people with a high personal net worth (the "Target Market"); and

        WHEREAS, Minnesota Life would like to expand the number and character of
distribution channels available to sell those products to its Target Market; and

        WHEREAS, USI and its Affiliates operate in the United States as a fully
integrated insurance brokerage and related financial and other administrative
services organization, offering general and specialty property and casualty
insurance, insurance-related financial services, employee benefit, life
insurance, third party administration, and related consulting services; and

        WHEREAS, USI, through its insurance agency and broker dealer Affiliates,
wishes to develop a new "Wealth Management Division" to market the Minnesota
Life products to Minnesota Life's Target Market, and Minnesota Life wishes to
engage USI to develop this new distribution channel.

        NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

1.1     Definitions. For purposes of this Agreement, the following terms shall
        have the meanings ascribed:

        (a)     "Affiliate" means any entity controlling, controlled by, or
                under common control with a party of this Agreement.

        (b)     "Ancillary Agreements" means all of the documents and agreements
                referred to, executed and delivered by the parties in connection
                with this Agreement.

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        (c)     "Change of Control" means (i) with respect to Minnesota Life,
                (A) any transaction or series of related transactions, as a
                result of which persons owning the outstanding voting securities
                of the company immediately prior to such transaction or series
                of related transactions cease to own a majority of the
                outstanding voting securities of the company thereafter, (B) the
                consolidation or merger of the company with or into another
                person, whether or not such person is the surviving entity of
                such transaction, unless, immediately after such consolidation
                or merger, persons owning the outstanding voting securities of
                the company prior to the transaction own a majority of the
                outstanding voting securities of such new or surviving entity,
                or (C) the sale, assignment or other transfer of all or
                substantially all of the business or assets of the company to
                any person or entity other than an Affiliate in a single
                transaction or series of related transactions; and (ii) with
                respect to USI, the acquisition by any person or group of
                related persons, in a single transaction or series of
                transactions and whether in the open market or otherwise, of the
                actual or beneficial ownership of any voting security of USI if,
                after such acquisition, the person, directly or indirectly, or
                by conversion or exercise of any right to acquire, would own,
                control, hold with the power to vote, or hold proxies
                representing forty-nine percent (49%) or more of the voting
                securities of USI; provided, however, if the acquiring person or
                any affiliate or subsidiary of the acquiring person underwrites
                or issues individual life insurance policies, then the relevant
                percentage of USI voting securities shall be twenty percent
                (20%).

        (d)     "Competing Carrier" means an insurance company, broker/dealer,
                bank, trust company or other financial institution other than
                Minnesota Life that provides insurance or financial service
                products or services through the WMD.

        (e)     "Competing Products" means the products or related services
                underwritten or offered by or through Competing Carriers which
                are available for sale through the Wealth Management Division,
                including but not limited to life insurance and annuity
                products.

        (f)     "Confidential Information" has the meaning set forth in Section
                11.1 of this Agreement.

        (g)     "Deliverables" means the deliverables, business benchmarks and
                product-related requirements set forth on Exhibit A.

        (h)     "Development Fees" means the scheduled payments to be made by
                Minnesota Life to USI as provided in Article III and Exhibit A
                to this Agreement.

        (i)     "Dispute" has the meaning set forth in Section 13.1 of this
                Agreement.

        (j)     "Effective Date" means the date set forth in the preamble of
                this Agreement.

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        (k)     "Experienced Wealth Management Specialist" means a Wealth
                Management Specialist who has production that would meet the
                qualification standards for the Million Dollar Roundtable for
                two of the preceding three calendar years.

        (l)     "First Year Gross Revenue" means Gross Revenues which relate to
                the first twelve months of policies and contracts.

        (m)     "Gross Revenues" means, as to the WMD, all gross dealer
                concessions, trails, first-year and renewal commissions,
                overrides, earnings, fees, bonuses, allowances or other
                remuneration paid to USI, any Affiliate of USI or any third
                party, arising from or related to the sale of ML Products or
                Competing Products through the WMD.

        (n)     "Initial Payment" has the meaning set forth in Section 3.1 of
                this Agreement.

        (o)     "Initial Term" means the ten-year period beginning on the
                Effective Date.

        (p)     "ML Products" means the insurance products, retail mutual funds,
                or related services underwritten or offered through Minnesota
                Life or any of its Affiliates which are available for sale
                through the Wealth Management Division, and which are described
                in Exhibit F to this Agreement, as modified from time to time.

        (q)     "Net Accrued Development Fees" means (i) the total Development
                Fees paid by Minnesota Life to USI under Article III of this
                Agreement, accumulated with interest at an effective annual
                yield of 20%, less (ii) any amounts paid by USI to Minnesota
                Life pursuant to Section 5.3 of this Agreement accumulated with
                interest at an effective annual yield of 20%.

        (r)     "PV Usage Fees" means, as of the date USI's notice of its intent
                to buy out the Usage Fees pursuant to Section 5.4 of this
                Agreement is received by Minnesota Life, ("Notice Date") the
                present value of the expected stream of future Usage Fees
                payable by USI to Minnesota Life under Section 5.3 of this
                Agreement, where the present value calculation assumes (i) that
                the base revenue is the Gross Revenues during the twelve
                calendar month period ending with the month prior to the Notice
                Date (the "Base Period"), (ii) that the base revenue is
                projected forward for 60 months using the Gross Revenues' annual
                average growth rate for the previous 36 months (including the
                Base Period and the 24 month period preceding the Base Period),
                and (iii) that the expected stream of future Usage Fees is the
                projected Gross Revenues multiplied by the applicable Usage Fee
                rates scheduled during the 60 months and (iii) that the discount
                rate is the three-month London Interbank Offering Rate (LIBOR)
                as published in the Wall Street Journal, Eastern Edition, in
                effect on the Notice Date.

        (s)     "Target Market" has the meaning set forth in the preamble to
                this Agreement.

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        (t)     "Usage Fees" means the fees paid by USI to Minnesota life as
                provided in Section 5.3 of this Agreement.

        (u)     "USI" means U.S.I. Holdings Corporation and all of its
                Affiliates.

        (v)     "Wealth Management Division" or "WMD" means the operating
                division of USI and one or more of its Affiliates through which
                insurance agents and registered representatives of USI or its
                Affiliates, identified as Wealth Management Specialists, will
                offer insurance products and related financial products and
                services, including the ML Products.

        (w)     "Wealth Management Specialist" means an individual agent or
                registered representative employed or contracted by USI or one
                of its Affiliates who sells ML Products or Competing Products
                through the WMD.

                                   ARTICLE II
                     GENERAL RESPONSIBILITIES OF THE PARTIES

2.1     Responsibilities of Minnesota Life. On and after the Effective
        Date and, subject to all of the terms, conditions, and covenants
        contained in this Agreement and any Ancillary Agreement,
        Minnesota Life shall, or shall cause its Affiliates to (i) pay
        the Development Fees set forth in Article III, (ii) make
        available the ML Products in accordance with Article V, and
        (iii) pay USI compensation as provided in Article VII.

2.2     Responsibilities of USI. On and after the Effective Date, and subject to
        all of the terms, conditions, and covenants contained in this Agreement
        and any Ancillary Agreement, USI shall, or shall cause its Affiliates to
        (i) establish and operate the WMD in accordance with Article IV, (ii)
        retain and compensate sales personnel in accordance with Article VI,
        (iii) market and sell the ML Products as provided in Article V of this
        Agreement, and (iv) pay Minnesota Life Usage Fees in accordance with
        Article V.

                                   ARTICLE III
                                DEVELOPMENT FEES

 3.1    Development Fees. Minnesota Life will pay USI development fees for USI
        to build the WMD. Except for the Initial Payment, payment by Minnesota
        Life will be made only upon USI's completion of the Deliverables set
        forth in Exhibit A to this Agreement. The development work will be
        divided into nine independent phases, as described in the
        Deliverables. One million dollars will be payable on the Effective
        Date (the "Initial Payment") so that USI may begin the work necessary
        to complete Phase One of the development. Subsequent payments will be
        made by Minnesota Life upon USI's timely completion of all of the
        Deliverables to Minnesota Life's reasonable satisfaction

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        applicable to the preceding development phase. The amount of Development
        Fees for each phase is set out in Exhibit A to this Agreement. By way of
        illustration, the second installment of Development Fees, to be used by
        USI to undertake Phase Two of the development, will be due from
        Minnesota Life only if and only when USI completes all of the
        Deliverables applicable to Phase One of the development process. The
        maximum total amount of Development Fees is six million dollars.

3.2     Accelerated Completion. If USI completes all of the Deliverables for any
        development phase prior to the date specified for that phase in Exhibit
        A, Minnesota Life will promptly pay USI the Development Fees associated
        with the subsequent development phase. The final date for performance
        for the subsequent development phase, however, shall not be accelerated
        and will remain as set forth in Exhibit A.

3.3     Waiver of Timely Performance. Time is of the essence in completion of
        each Deliverable during each phase of development. However, if Minnesota
        Life in its sole discretion waives the timeliness of completion of any
        Deliverable during any phase of development, USI shall complete
        performance of the Deliverable waived by the end of the next following
        development phase.

                                   ARTICLE IV
                           WEALTH MANAGEMENT DIVISION

4.1     Establishment of the WMD; Ongoing Operation.

        (a)     The intent of the parties is to build a new distribution channel
                through which the parties intend to sell the ML Products as well
                as Competing Products. In consideration of the payment of the
                Development Fees, USI will establish the WMD in accordance with
                the Deliverables, applicable law and regulations, and the terms
                and conditions of this Agreement and any Ancillary Agreements,
                including, without limitation, the terms and conditions set
                forth in an "Agency Agreement" substantially in the form set out
                in Exhibit B, and one or more "Selling Agreements" substantially
                in the form set out in Exhibit C.

        (b)     Following the completion of the Deliverables, USI will operate
                the WMD in a businesslike manner, consistent with applicable
                laws and regulations and the terms of this Agreement and the
                Ancillary Agreements, and agrees to meet the minimum sales
                personnel and production requirements set forth in Exhibit D to
                this Agreement.

4.2     Contract Coordination. To facilitate the accomplishment of the mutual
        undertakings provided under this Agreement, to provide operational
        guidance as necessary, and to assist in the resolution of certain
        Disputes as more fully explained in Section 13.2, USI and Minnesota Life
        shall each select and appoint two (2) members to a contract coordinating
        committee to be known as the "WMD Oversight Committee." Larry S. Rybka
        may serve as an additional member of the Committee. At least one
        representative

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        of each party shall be a senior level executive. The initial members of
        the WMD Oversight Committee are set forth in Exhibit E to this
        Agreement. The committee shall meet as often as necessary to effectuate
        the purposes of this Agreement, but no less frequently than monthly
        during the first eighteen months of the Agreement and quarterly
        thereafter. Meetings may be held by teleconference, videoconference or
        in person.

4.3     Reporting and Audit Records.

        (a)     Reports. USI will prepare and deliver to Minnesota Life reports
                regarding the operations and business prospects of the WMD
                containing such information and in such form and frequency as
                mutually agreed to by the parties from time to time. USI will
                use its best efforts to assure that each report is true,
                complete and accurate in all material respects and not contain
                any material omissions or misstatements. Without limiting the
                generality of the forgoing, USI will prepare and deliver to
                Minnesota Life no less frequently than monthly a report
                detailing all premiums collected and all Gross Revenue broken
                out by carrier and Wealth Management Specialist.

        (b)     Records. Each party shall keep and maintain proper and complete
                records and books of account documenting the business of the WMD
                for at least the applicable statute of limitations under the
                Internal Revenue Code plus any extensions of that limitation for
                the time period to which the records relate.

        (c)     Audit Rights. Each party shall permit the other party or its
                representatives to have access, at such party's own expense,
                during regular business hours and upon not less than two (2)
                weeks' prior written notice, (but not more frequently than
                quarterly) to its records and books pertaining to the operation
                of the WMD, including without limitation, books and records
                relating to sales practices and training, and to sales
                commissions and sales production.

        (d)     Confidentiality. Any information furnished to a party pursuant
                to this Section and any information obtained by its
                representative pursuant to this Section shall constitute
                Confidential Information of such party as set forth in Section
                11.1 of this Agreement.

4.4     Exclusive Distribution.

        (a)     USI. Except for the offer of Competing Products through the WMD
                as provided in Article V of this Agreement and except to the
                extent permitted under Section 6.2 of this Agreement, neither
                USI nor any of its Affiliates will design, develop, offer,
                administer, promote, arrange for the sale of, or sell, either
                directly or indirectly, any insurance products or related
                financial services which are substantially similar to those
                offered through the WMD (including the ML Products and the
                Competing Products) during the term of this Agreement. For
                purposes of this Section 4.4(a), those insurance products or
                related financial

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                services which are sold in compliance with the requirements set
                forth in Section 6.2(b) of this Agreement shall not be deemed
                "substantially similar" to those products offered through the
                WMD.

        (b)     Minnesota Life. USI does not have the exclusive right to market
                the ML Products and nothing in this Agreement shall be construed
                to limit Minnesota Life's ability to market the ML Products
                through its existing or future channels of distribution, whether
                or not in competition with USI.

                                    ARTICLE V
                            WMD PRODUCTS AND SERVICES

5.1     Minnesota Life Products.

        (a)     Products Included. The ML Products will initially include
                individual life insurance, retail mutual funds, defined
                contribution plans, trust services, as set forth in Exhibit F to
                this Agreement. Minnesota Life may add to Exhibit F new or
                additional products and services developed by Minnesota Life or
                its Affiliates that are appropriate for distribution through the
                WMD. Minnesota Life will add individual annuities (both
                immediate and deferred) to Exhibit F in 2003.

        (b)     Preferred Status. USI acknowledges that Minnesota Life's
                commitment to pay for the development of the Wealth Management
                Division is conditioned on the commitment of USI to market the
                ML Products. Accordingly, USI will offer certain ML Products
                through the WMD on a "preferred basis." That is, when an ML
                Product is suitable to a customer or client's needs in the
                reasonable judgment of USI, the ML Product or service will be
                offered before Competing Products are offered. The ML Products
                which are to be "preferred" as of the Effective Date are
                identified in Exhibit F. Retail individual annuities, when added
                to Exhibit F in 2003, will have preferred status. Any other new
                ML Products added to Exhibit F shall have preferred status only
                with the consent of USI, which consent shall not be unreasonably
                withheld.

        (c)     Non-WMD Products. USI will make Minnesota Life's defined
                contribution plans and trust services available to all of the
                USI distribution systems on a non-preferred basis (i.e.,
                "shelf space").

5.2     Competing Products. Subject to the "preferred status" of the ML Products
        and payment of Usage Fees under Section 5.3, USI may offer its customers
        and clients Competing Products through the WMD (but only through the
        WMD, except as specified in Section 6.2 of this Agreement). Each
        commission or compensation arrangement established by USI with any
        Competing Carrier must provide for a rate of compensation to selling
        agents or registered representatives and an internal allocation process
        that is substantially equivalent to the rate paid to selling agents or
        registered representatives for the sale of

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        comparable ML Products. USI's internal allocation of Gross Revenues is
        set forth in Exhibit G to this Agreement, which may be amended by USI at
        any time, subject to (a) advance written notice to Minnesota Life, and
        (b) continued compliance with the "compensation equivalency" requirement
        set forth in this Section 5.2.

5.3     Usage Fees.

        (a)     General. In consideration of the ability to offer Competing
                Products and ML Products through the WMD as provided in this
                Article V, the creation of which is to be largely funded by
                Minnesota Life's payment of Development Fees in accordance with
                Article III of this Agreement, USI will pay Minnesota Life Usage
                Fees as provided in this Section 5.3.

        (b)     Initial Term. During the first ten years of the Agreement, USI
                will pay Minnesota Life, in the manner described in paragraph
                (c) below, a Usage Fee equal to the greater of (i) 10% of the
                Gross Revenues received from the sale of all products and
                services sold through the WMD, or (ii) an amount equal to 8% of
                the total Development Fees paid by Minnesota Life to USI.

        (c)     Monthly Payment; Annual Reconciliation. To simplify the payment
                and accounting of the Usage Fee, USI will pay Minnesota Life as
                follows:

                (i)     Monthly Remittance. By the twentieth day of each
                        calendar month, USI will pay to Minnesota Life an amount
                        equal to 10% of the Gross Revenues received by USI
                        during the preceding calendar month (the "Estimated
                        Fees").

                (ii)    Annual Reconciliation. By the fiftieth day following
                        each calendar year, USI will determine whether the
                        Estimated Fees for the preceding calendar year were
                        greater or lesser than an amount that would produce an
                        8% annual yield on the total Development Fees paid by
                        Minnesota Life to USI.

                        (a) If the amount is greater, no additional payment is
                            due.

                        (b) If the amount is lesser, then USI shall promptly pay
                            the amount of the difference to Minnesota Life.

        (d)     After the Initial Term. Beginning on the first day following the
                tenth anniversary of the Effective Date of this Agreement, USI
                will pay Minnesota Life, on a monthly basis, a Usage Fee equal
                to 3% of the Gross Revenues. This amount shall be paid by USI by
                the twentieth day of each calendar month, based on revenue
                received during the prior calendar month.

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        (e)     Reports. USI will prepare reports to Minnesota Life regarding
                the payment of Usage Fees as provided in this Section and in
                accordance with Section 4.3(a) of this Agreement. Minnesota Life
                will review each report and provide any objections to USI within
                thirty days from the receipt of each report. Each report to
                which no timely objections have been made shall be deemed
                accepted by Minnesota Life.

        (f)     Disputes. Any dispute regarding the amount of Usage Fees due to
                or to be returned by Minnesota Life shall be resolved in
                accordance with Article XIII of this Agreement and neither party
                shall be permitted to suspend performance of any obligations
                under this Agreement during the pendancy of the dispute
                resolution process, including without limitation the suspension
                of any sales activity or the payment of any commissions, Usage
                Fees, or Development Fees.

5.4     Buyout of Usage Fee Obligation. At any time after the fifth anniversary
        of the Effective Date of this Agreement, USI may terminate its
        obligation to make ongoing payments of Usage Fees by a single payment to
        Minnesota Life, in cash, of an amount equal to the greater of (i) the
        Net Accrued Development Fees, or (ii) the PV Usage Fees. Buy-out and
        termination of the Usage Fee provisions of the Agreement by USI in
        accordance with this Section 5.4 will not, in and of itself, terminate
        any of the remaining provisions of the Agreement, including USI's
        obligation to continue marketing the ML Products.

                                   ARTICLE VI
                          WEALTH MANAGEMENT SPECIALISTS

6.1     Responsibilities of USI. In addition to any specific requirements set
        forth in the Agent and Selling Agreements described in Section 4.1(a)
        of this Agreement and any other requirements contained in this Agreement
        and any Ancillary Agreements, USI will, with respect to its Wealth
        Management Specialists:

        (a)     Recruit and retain a sufficient number of Wealth Management
                Specialists to fulfill its obligations under this Agreement and
                the Ancillary Agreements and to fulfill the intent of the
                parties;

        (b)     Maintain a sufficient number of locations to fulfill its
                obligations under this Agreement and the Ancillary Agreements
                and to fulfill the intent of the parties, and to replace
                promptly and carefully any vacancies which may arise;

        (c)     Assure that USI, its Affiliates and its Wealth Management
                Specialists have and maintain the necessary licenses and
                appointments to sell the ML Products and the Competing Products;

        (d)     Train and oversee the sales and service practices of the Wealth
                Management Specialists and other WMD personnel to assure
                compliance with the applicable

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                rules and requirements of the NASD and any other governmental
                authority or self-regulatory organization;

        (e)     Encourage persistency and discourage replacement of existing
                business, unless not appropriate for the customer, and assure
                that all applicable rules and procedures regarding replacement
                are followed by the Wealth Management Specialists;

        (f)     Maintain reasonable production growth; and

        (g)     Not permit the use of any marketing or sales materials referring
                or pertaining to the ML Products or Minnesota Life and its
                Affiliates which are inaccurate or misleading, and to permit
                Minnesota Life to review all such materials at its request and
                to discontinue the use of any materials deemed inappropriate by
                Minnesota Life.

6.2     WMD Participation.

        (a)     Subject to the exceptions contained in this Section 6.2 of this
                Agreement, USI will require all current USI sales force
                personnel who are engaged in the sale of individual life
                insurance or individual annuities to become Wealth Management
                Specialists within six months of the Effective Date, and those
                who are registered to sell variable products to transfer their
                registrations to USI Securities within the same time period. Any
                of the current USI sales force personnel who become Wealth
                Management Specialists during that time period ("Grandfathered
                Personnel") will have access to all of the carriers and systems
                available to newly hired Wealth Management Specialists and may
                continue to write business with the Competing Carriers they used
                prior to that time period. Any Gross Revenues derived from new
                sales after the date of this Agreement by the Grandfathered
                Personnel, whether from Minnesota Life or from Competing
                Carriers, shall be subject to all of the provisions of this
                Agreement, including but not limited to payment of Usage Fees in
                accordance with Section 5.3 of this Agreement. Any Gross
                Revenues derived from renewal commissions related to sales made
                by the Grandfathered Personnel prior to the date of this
                Agreement, however, shall not be subject to the payment of Usage
                Fees.

        (b)     Notwithstanding the provisions of paragraph (a) of this Section
                6.2, sales force personnel ("Exempt Personnel") associated with
                those USI business units identified in Exhibit H ("Excluded
                Entities") shall not be required to become Wealth Management
                Specialists, and USI shall not be required to pay Usage Fees
                pertaining to business sold by such personnel, so long as the
                business sold by the Exempt Personnel falls within the scope of
                the business model of the Excluded Entity, as described in
                Exhibit H. The exemptions under this paragraph (b) shall
                continue only so long as there are not material changes in the
                business model of the Exempt Entity from that described in
                Exhibit H. An Exempt Person may not produce sales of individual
                life or annuity products outside of the business model

                                       10

<PAGE>

                described in Exhibit H except by becoming a Wealth Management
                Specialist, in which case the provisions of Section 6.2(a) apply
                (including, without limitation, the requirement for the payment
                of Usage Fees in accordance with Section 5.3 of this Agreement)
                and the person will no longer be "Exempt," or by referring the
                customer(s) to a Wealth Management Specialist.

        (c)     No Wealth Management Specialist or affiliated office or
                referring person will refer business to an Excluded Entity or to
                Exempt Personnel that would otherwise be written within the
                Wealth Management Division.

        (d)     William Dungan of USI Southeast, who is registered with M
                Holdings Securities, Inc., and an owner-partner of M Financial
                Group, and which interest precedes this Agreement, is exempt
                from the requirement to become a Wealth Management Specialist
                and from the requirement that he transfer his securities
                registrations to USI Securities, Inc. Notwithstanding this
                exemption, all revenue attributable to sales made by Mr. Dungan
                (i.e., all revenue flowing through USI Securities, Inc. or M
                Holdings Securities, Inc., or any other broker/dealer) will be
                subject to payment of Usage Fees by USI as provided in Section
                5.3, with the exception of corporate owned business including 50
                or more employees. Further, USI agrees that William Dungan will
                only conduct business out of USI offices in Norfolk and
                Alexandria, Virginia.

        (e)     The intent of the parties in this Section 6.2 (as more fully
                described in Exhibit J of this Agreement) is that no individual
                salesperson, or division, or Affiliate, or subsidiary of USI,
                flow or refer business to an Exempt Entity or to Exempt
                Personnel that would otherwise be placed by a Wealth Management
                Specialist, for the purpose of avoiding the payment of Usage
                Fees to Minnesota Life. Any question, request for clarification,
                or dispute as to whether any past, current, or proposed business
                activity is consistent with that intent, may be referred to the
                WMD Oversight Committee at the request of either Party to this
                Agreement. The WMD Oversight Committee will review the facts and
                circumstances pertaining to any such request and shall provide a
                recommendation to the Parties, which may include but is not
                limited to guidance on how to rectify a prior act or to
                implement revised business procedures. The recommendations of
                the WMD Oversight Committee, including payment of any amount
                due, shall be implemented within a commercially reasonable time
                (which, in the case of payments due, shall be no longer than
                twenty business days), unless, within twenty business days from
                the date the Committee's recommendations are made, either party
                elects to proceed to formal dispute resolution under Section
                13.3 of this Agreement.

6.3     Licenses and Appointments. USI, its Affiliates, and its sales force
        personnel will have and agree to maintain at USI's expense, all required
        licenses, or registrations, or appointments necessary to sell the ML
        Products and the Competing Products. In the event the appointment of any
        USI Wealth Management Specialist is terminated by Minnesota Life, USI
        agrees that it will not permit the Wealth Management Specialist

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<PAGE>

        whose appointment is terminated to sell or offer Competing Products
        through the WMD during the term of this Agreement.

6.4     Contests and Trips. USI, in its sole discretion and from time to time,
        shall sponsor sales conventions or sales recognition trips for its
        Wealth Management Specialists. USI shall use its best efforts to
        discourage its Wealth Management Specialists from participating in
        conventions or trips offered by Competing Carriers or by Minnesota Life.
        In lieu of permitting the Wealth Management Specialists to participate
        in Minnesota Life's own sales conventions or trips, Minnesota Life will
        contribute to USI's cost of providing such trips through payment to USI
        of that percentage of premiums received on account of the sales of ML
        Products which is so designated in the Agency and Selling Agreements set
        forth in Exhibits B and C to this Agreement; provided however, that no
        such payments shall be made during or on account of any time period for
        which USI does not provide such sales conventions or trips.

6.5     Non-Solicitation. During the term of this Agreement and for a two-year
        period thereafter, neither Minnesota Life nor USI shall solicit, hire,
        employ, or contract as an independent contractor any person who is (or
        during the six month period prior to the date of solicitation,
        employment, hiring or contracting, was) a full or part time agent or
        registered representative of the other party or of any Affiliate of the
        other party, including without limitation, Securian Financial Services,
        Inc.

6.6     Preservation of Business. Each agreement between USI and any Wealth
        Management Specialist must contain, to the extent permitted by
        applicable law, a preservation of business provision substantially
        similar to that set forth in Exhibit I to this Agreement, or which is
        otherwise acceptable to Minnesota Life. USI agrees to actively enforce
        those provisions, to the full extent available under applicable law,
        including, without limitation, by bringing suit for judicial
        enforcement. USI's enforcement obligations under this Section 6.6 shall
        survive the termination of this Agreement for a period of one year.

                                   ARTICLE VII
                                   COMMISSIONS

7.1     Commissions. Minnesota Life will pay commissions on the ML Products to
        USI in accordance with commission schedules established by Minnesota
        Life in its sole discretion from time to time. Commissions will be paid
        to USI with the same frequency that Minnesota Life pays commissions to
        other general agents. USI will be solely responsible for the payment of
        commissions and any other compensation to Wealth Management Specialists
        and any other individual insurance agents, registered representatives,
        and for any payments to any other third party.

7.2     Schedules. The initial commission schedules are set forth as appendices
        to the Agency and Selling Agreements attached as Exhibits to this
        Agreement. Minnesota Life will not amend any commission schedules for
        any Minnesota Life Product sold as of the Effective Date of this
        Agreement (except as to the Selling Agreement for Advantus Mutual Funds
        set forth in Exhibit C-l) during the term of this Agreement without the
        consent of USI

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<PAGE>

        (which consent shall not be unreasonably withheld) unless USI has
        exercised its buyout option pursuant to Section 5.4 of this Agreement.
        If the commission schedule for the Advantus Mutual Funds is amended or
        is proposed to be amended by Minnesota Life or its Affiliates, USI shall
        have 30 days from the date USI receives notice of the amendment or
        proposed amendment to provide reasonable written objections to Minnesota
        Life. If such objections are given, the Advantus Mutual Funds will no
        longer have "preferred status" under Section 5.1 (b) of this Agreement,
        effective on the date USI's objection is received by Minnesota Life. The
        amended commission schedule, however, will become effective as proposed
        by Minnesota Life or its Affiliate without regard to USI's objection.
        The dispute resolution procedures under Article XIII of this Agreement
        shall not apply to any dispute regarding amendments to the commission
        schedules for the Advantus Mutual Funds under this Section 7.2.

                                  ARTICLE VIII
                      USI GUARANTY OF AFFILIATE PERFORMANCE

8.1     Guaranty. USI hereby absolutely and unconditionally guarantees to
        Minnesota Life the full and prompt performance of each obligation of
        this Agreement delegated by USI to, or undertaken by, any Affiliate of
        USI.

                                   ARTICLE IX
                      REPRESENTATIONS AND WARRANTIES OF USI

        USI hereby represents and warrants to Minnesota Life on behalf of itself
and any Affiliates performing services under this Agreement or any Ancillary
Agreement (collectively, the "USI Companies") as follows:

9.1     Organization and Standing. Each USI Company performing services under
        this Agreement is a corporation duly organized, validly existing and in
        good standing under the laws of the state of incorporation of such
        corporation, with the requisite power to enter into and perform its
        obligations under this Agreement and the Ancillary Agreements in
        accordance with their respective terms.

9.2     Authority. USI has the full right, power and authority to execute and
        deliver this Agreement and the Ancillary Agreements on its own behalf or
        on behalf of its Affiliates performing services under this Agreement,
        and to perform or cause to be performed their respective terms. USI has
        taken all required actions to approve and adopt this Agreement and the
        Ancillary Agreements. This Agreement and each of the Ancillary
        Agreements are duly authorized, valid and binding agreements of USI
        enforceable against USI in accordance with their respective terms,
        subject as to enforcement to bankruptcy, insolvency and other laws of
        general applicability relating to or affecting creditors' rights and to
        general equity principles. The person or persons executing this
        Agreement and the

                                       13

<PAGE>

        Ancillary Agreements on its behalf is duly authorized and empowered to
        do so on behalf of USI.

9.3     Absence of Conflicts. The execution and delivery of this Agreement and
        the Ancillary Agreements by USI and the consummation of the transactions
        required under such agreements (a) do not violate or conflict with any
        statute, regulation, judgment, order, writ, decree or injunction
        currently applicable to the USI Companies or any of their respective
        property or assets, and (b) do not violate or conflict with any charter
        provision or bylaw of the USI Companies or any existing mortgage,
        indenture, contract, licensing agreement, financing statement or other
        agreement binding on the USI Companies.

9.4     Absence of Required Consents and Contractual Restrictions. No consent or
        approval of the stockholders of USI or any third party is required to be
        obtained by USI in connection with the execution and delivery of this
        Agreement, or the Ancillary Agreements, or the performance of the
        transactions contemplated under these agreements. No contract or
        agreement to which any USI Company restricts the ability of USI or its
        Affiliates to fulfill its obligations and responsibilities under this
        Agreement or any Ancillary Agreement or to carry out the activities
        contemplated by such agreements.

9.5     Litigation. There is no threatened or actual material legal action or
        other proceeding pending before any court or any governmental or
        administrative agency, or any threatened or actual governmental
        investigation pending or any claim pending against or relating to the
        business of the USI Companies which would have a material adverse impact
        on the USI Companies performing services under this Agreement, or upon
        their ability to perform their respective obligations under this
        Agreement.

9.6     Licenses and Consents. The USI Companies, and any sales personnel
        employed by or under contract with a USI Company have all licenses,
        appointments or permits necessary for the conduct of the business in
        each state where such a license, appointment or permit is required,
        including without limitation, licensure as an insurance agency and
        registration as a broker/dealer. All governmental and other consents
        that are required to be obtained by any USI Company with respect to this
        Agreement have been obtained by USI or its Affiliate and are in full
        force and effect, and each USI Company has complied with all conditions
        contained in any such consents.

9.7     Financial Capability. Taking into account the timely payment of
        Development Fees by Minnesota Life pursuant to Article III of this
        Agreement, USI has sufficient capital, available funds, or existing
        credit lines to successfully undertake, complete and perform its
        obligations, indemnifications, and guaranties under this Agreement and
        the Ancillary Agreements.

                                       14

<PAGE>

                                    ARTICLE X
                         REPRESENTATIONS AND WARRANTIES
                                OF MINNESOTA LIFE

        Minnesota Life hereby represents and warrants to USI on behalf of itself
or any Affiliate performing services under this Agreement or any Ancillary
Agreement (collectively, the "Minnesota Life Companies") as follows:

10.1    Organization and Standing. Each Minnesota Life Company performing
        services under this Agreement is a corporation duly organized, validly
        existing and in good standing under the laws of the state of
        incorporation of such corporation with the requisite power to enter into
        and perform its obligations under this Agreement and the Ancillary
        Agreements in accordance with their respective terms.

10.2    Authority. Minnesota Life has the full right, power and authority to
        execute and deliver this Agreement and the Ancillary Agreements, and to
        perform or cause to be performed their respective terms. Minnesota Life
        has taken all required actions to approve and adopt this Agreement and
        the Ancillary Agreements. This Agreement and each of the Ancillary
        Agreements are duly authorized, valid and binding agreements of
        Minnesota Life enforceable against Minnesota Life in accordance with
        their respective terms, subject as to enforcement to bankruptcy,
        insolvency and other laws of general applicability relating to or
        affecting creditors' rights and to general equity principles. The person
        or persons executing this Agreement and the Ancillary Agreements on its
        behalf is duly authorized and empowered to do so on behalf of Minnesota
        Life.

10.3    Absence of Conflicts. The execution and delivery of this Agreement and
        the Ancillary Agreements by Minnesota Life and the consummation of the
        transactions required under such agreements (a) do not violate or
        conflict with any statute, regulation, judgment, order, writ, decree or
        injunction currently applicable to any Minnesota Life Company, or any of
        their respective property or assets, and (b) do not violate or conflict
        with any charter provision or bylaw of any Minnesota Life Company or any
        existing mortgage, indenture, contract, licensing agreement, financing
        statement or other agreement binding on any Minnesota Life Company.

10.4    Absence of Required Consents and Contractual Restrictions. No consent or
        approval of the sole stockholder of Minnesota Life or any third party is
        required to be obtained by Minnesota Life in connection with the
        execution and delivery of this Agreement or the Ancillary Agreements or
        the performance of the transactions contemplated under these agreements.
        No contract or agreement to which any Minnesota Life Company is a party
        restricts the ability of any Minnesota Life Company to fulfill its
        obligations and responsibilities under this Agreement or the Ancillary
        Agreements or to carry out the activities contemplated by such
        agreements.

10.5    Litigation. There is no material legal action or other proceeding
        presently before any court or any governmental or administrative agency
        or any governmental investigation

                                       15

<PAGE>

        pending or any claim pending against or relating to the business of the
        Minnesota Life Companies which would have a material adverse impact on
        any Minnesota Life Company, or their operations or ability to perform
        their respective obligations under this Agreement or the Ancillary
        Agreements.

10.6    Financial Capability. Minnesota Life has sufficient capital or available
        funds to successfully undertake, complete and perform its obligations
        and indemnifications under this Agreement and the Ancillary Agreements.

                                   ARTICLE XI
                      CONFIDENTIALITY, NON-SOLICITATION AND
                             PROPRIETARY INFORMATION

11.1    Confidentiality.

        (a)     "Confidential Information" means all information furnished by
                Minnesota Life or USI, or their respective directors, officers,
                employees, agents or representatives, including without
                limitation, attorneys, accountants, consultants, financial
                advisors and family members (collectively "representatives") and
                all analysis, compilations, data, studies or other documents
                prepared by Minnesota Life, USI, or their respective
                representatives, containing or based in whole or in part on any
                such furnished information. Confidential Information does not
                include information which (i) is or becomes generally available
                to the public other than as a result of disclosure by Minnesota
                Life or USI or their respective representatives; (ii) becomes
                available to Minnesota Life, USI, or their representatives, on a
                non-confidential basis from a source other than Minnesota Life,
                USI, or their representatives; or (iii) was known to Minnesota
                Life, USI, or their representatives, on a non-confidential basis
                prior to disclosure by Minnesota Life, USI, or their
                representatives.

        (b)     The parties agree to keep all Confidential Information
                confidential. Confidential Information will not, without the
                prior written consent of the other parties hereto, be disclosed
                by a party or its representatives to any other person or entity,
                in any manner whatsoever, in whole or in part, and will not be
                used by a party or its representative directly or indirectly for
                any purpose other than such activities necessary to complete the
                transactions contemplated by this Agreement. Moreover, the
                parties agree to transmit Confidential Information only to those
                representatives who need to know the information for the purpose
                of evaluating the transactions contemplated by this Agreement,
                it being understood that each representative shall be informed
                of the confidential nature of such information and that each
                party shall be responsible for any breach by its
                representatives.

        (c)     In the event that Minnesota Life, USI, or any one to whom
                Confidential Information is transmitted pursuant to this
                Agreement is requested or becomes

                                       16

<PAGE>

                legally compelled (by oral questions, interrogatories, requests
                for information or documents, subpoenas, civil investigative
                demand or a similar process) to disclose any of the Confidential
                Information, the parties so compelled will provide the other
                parties with prompt written notice so that the other parties may
                seek a protective order or other appropriate remedy and/or waive
                compliance with the provisions of this Agreement. In the event
                that such protective order or other remedy is not obtained, or
                that a party waives compliance with the provisions of this
                Agreement, the compelled party will furnish only that portion of
                the Confidential Information which is legally required and will
                exercise its best efforts to obtain reasonable assurance that
                confidential treatment will be accorded to the Confidential
                Information.

11.2    Intellectual Property Rights.

        (a)     All right, title and interest in and to any written, electronic
                or visual materials, created or developed jointly by Minnesota
                Life and USI, or solely by Minnesota Life, in connection with
                the marketing of the ML Products shall belong to Minnesota Life,
                including, without limitation, all copyrights, trademarks and
                service marks (collectively, the "Marketing Rights"). Except as
                provided in this Section 11.2, USI will acquire no rights to the
                Marketing Rights. If USI acquires any ownership of such rights,
                whether by operation of law or otherwise, USI hereby assigns and
                transfers such rights to Minnesota Life. Minnesota Life hereby
                grants USI the right to use the Marketing Rights, trademark or
                any other name selected to identify the Program or the Products,
                as well as other words or symbols identifying Minnesota Life,
                but only on USI's advertising and promotional materials used to
                market or promote the Program during the term of this Agreement.
                Each use will conform to rules of Minnesota Life or Minnesota
                Life regarding reproduction or reference to such words or
                symbols. USI shall not use any Minnesota Life trademarks or any
                variations thereof for any other purpose, without the prior
                written consent of Minnesota Life. USI hereby grants to
                Minnesota Life the right to use the USI name, as well as any
                words or symbols identifying USI, in Minnesota Life's
                advertising and promotional materials used to market or promote
                the Program. Each use will conform to the rules of USI regarding
                reproduction or reference to such words or symbols. Minnesota
                Life shall not use any USI trademarks or variations thereof for
                any other purpose, without the prior written consent of USI.

        (b)     If this Agreement is terminated or nonrenewed by USI in
                accordance with Sections 12.1 or 12.3 (a) or (c), Minnesota Life
                will grant USI a non-exclusive license to use those the
                Marketing Rights which were jointly developed by Minnesota Life
                and USI (and only those Marketing Rights) in connection with
                USI's future sales of ML Products.

                                       17

<PAGE>

11.3    Employee and Agent.

        (a)     For a period of two (2) years from the Effective Date of this
                Agreement, neither party, directly or indirectly, will hire any
                officer or employee of the other party or any Affiliate of that
                party to become an employee or consultant or otherwise interfere
                with any such officer's or employee's current employment status.
                Notwithstanding the foregoing, this provision shall not prohibit
                employing any such employees or officers who contact a party to
                this Agreement on his or her own initiative or in response to a
                general solicitation not specifically directed to such employee
                or officer.

        (b)     During the term of this Agreement and for a period of 6 months
                thereafter, neither party shall employ or appoint, or solicit
                for appointment or employment, any insurance agent or registered
                representative who is, or who at any time during the preceding
                six months had been, associated with or employed by the other
                party or any General Agent of the other party, nor to encourage
                such a person to leave his or her association with the other
                party or its General Agent, or assist anyone else to do any of
                the foregoing.

                                   ARTICLE XII
                        TERM AND TERMINATION OF AGREEMENT

12.1    Initial Term of Agreement; Renewal. Unless sooner terminated pursuant to
        Sections 12.2, 12.3 or 12.4, this Agreement shall commence on the
        Effective Date and shall continue for an initial term ending on the
        tenth anniversary date thereof (the "Initial Term"). Following
        completion of the Initial Term, this Agreement shall automatically renew
        for successive one-year terms, unless (a) notice is given by either
        party of its determination not to renew, which notice must be given at
        least ninety (90) days prior to the end of the Initial Term or any
        annual renewal term, and (b), in the case of USI, USI pays Minnesota
        Life an amount equal to the buy-out fee described in Section 5.4 of this
        Agreement (unless USI has previously made such a payment to Minnesota
        Life).

12.2    Termination of Agreement by Minnesota Life. This Agreement and each
        Ancillary Agreement may be terminated by Minnesota Life:

        (a)     Delay. Upon written notice to USI, in the event that USI fails
                to complete all of the Deliverables for any development phase by
                the completion date specified in Exhibit A, termination to be
                effective thirty (30) days from the date of Minnesota Life's
                notice.

        (b)     Other Material Breach. In the event of a material breach of this
                Agreement or any Ancillary Agreement by USI other than those
                material breaches identified in Section 12.2(a), upon sixty (60)
                days' notice to USI identifying such breach in reasonable
                detail, unless such breach is cured within such notice period,
                provided,

                                       18

<PAGE>

                however, the terms of any Ancillary Agreement provide for a
                shorter notice period or for immediate termination, the terms of
                the Ancillary Agreement shall control.

        (c)     Late Payment. Upon notice to USI, in the event that USI fails to
                pay any Usage Fee when due and such failure continues for a
                period of fifteen (15) days after notice by Minnesota Life;

        (d)     Change of Control. Within one year of the effective date of a
                Change of Control of USI, upon ninety (90) days advance written
                notice.

        (e)     Failure of Production. Upon notice to USI, in the event USI
                fails to meet the minimum sales personnel and production
                requirements set forth in Section 4.1(b) of this Agreement and
                such non-performance continues for a period of sixty (60) days
                from the date of notice.

        (f)     Liquidated Damages.

                (i)     If the Agreement is terminated by Minnesota Life during
                        the Initial Term for any reason set forth in paragraphs
                        (a), (b) or (c) of this Section 12.2, USI will pay to
                        Minnesota Life liquidated damages equal to the total
                        Development Fees paid by Minnesota Life to USI pursuant
                        to Article III of this Agreement, plus interest accrued
                        at 8% compounded annually. The parties specifically
                        intend that the liquidated damages under clause (i) of
                        this paragraph (f) are to be based upon the Development
                        Fees paid by Minnesota Life, and not upon the Net
                        Accrued Development Fees.

                (ii)    If the Agreement is terminated by Minnesota Life after
                        the Initial Term for any reason set forth in paragraphs
                        (a), (b), or (c) of this Section 12.2, or at any time
                        for the reason set forth in paragraphs (d) or (e) of
                        this Section 12.2, USI or its successors or assigns will
                        pay Minnesota Life liquidated damages equal to the Usage
                        Fee buyout amount described in Section 5.4 of this
                        Agreement.

        (g)     Payments Due. Payment of the liquidated damages described in
                this Section 12.2 are due thirty days after the effective date
                of termination, and will accrue interest beginning on the
                effective date of termination and ending on the date of payment
                at the pre-judgment interest rate set forth in Minnesota
                Statutes.

12.3    Termination by USI. This Agreement may be terminated by USI:

        (a)     Non-Payment. Upon written notice to Minnesota Life, in the event
                that Minnesota Life fails to pay any of the Development Fees,
                commissions, or other amounts due under any Ancillary Agreement,
                when due and such failure shall continue for a period of fifteen
                (15) days after notice by USI.

                                       19

<PAGE>

        (b)     Other Material Breach. By USI in the event of a material breach
                of this Agreement or any Ancillary Agreement by Minnesota Life
                upon sixty (60) days' notice to Minnesota Life identifying such
                breach in reasonable detail, unless such breach is cured within
                such notice period.

        (c)     Change of Control. Within one year of the effective date of
                Change of Control of Minnesota Life, upon ninety (90) days
                advance written notice, but only if USI pays Minnesota Life an
                amount equal to the amount payable under Section 5.4.

12.4    Insolvency Event. This Agreement may be terminated by either party, upon
        the occurrence of an insolvency event with respect to the other party.
        The term "Insolvency Event" with respect to a party shall mean that such
        party: (1) is dissolved (other than pursuant to a consolidation,
        amalgamation or merger); (2) becomes insolvent or is unable to pay its
        debts or fails or admits in writing its inability generally to pay its
        debts as they become due; (3) makes a general assignment, arrangement or
        composition with or for the benefit of its creditors; (4) institutes or
        has instituted against it a proceeding seeking a judgment of insolvency
        or bankruptcy or any other relief under any bankruptcy or insolvency law
        or other similar law affecting creditors' rights, or a petition is
        presented for its winding-up or liquidation, and, in the case of any
        such proceeding or petition instituted or presented against it, such
        proceeding or petition (A) results in a judgment of insolvency or
        bankruptcy or the entry of an order for relief or the making of an order
        for its winding-up or liquidation or (B) is not dismissed, discharged,
        stayed or restrained in each case within sixty (60) days of the
        institution or presentation thereof; (5) has a resolution passed for its
        winding-up, official management or liquidation (other than pursuant to a
        consolidation, amalgamation or merger); (6) seeks or becomes subject to
        the appointment of an administrator, provisional liquidator,
        conservator, rehabilitator, receiver, trustee, custodian or other
        similar official for it or for all or substantially all of its assets;
        (7) has a secured party take possession of all or substantially all its
        assets or has a distress, execution attachment, sequestration or other
        legal process levied, enforced or sued on or against all or
        substantially all its assets and such secured party maintains
        possession, or any such process is not dismissed, discharged, stayed or
        restrained, in each case within sixty (60) days thereafter; (8) causes
        or is subject to any event with respect to it which, under the
        applicable laws of any jurisdiction, has an analogous effect to any of
        the events specified in clauses (1) to (7) (inclusive); or (9) takes any
        action in furtherance of, or indicating its consent to, approval of, or
        acquiescence in, any of the foregoing acts.

                                  ARTICLE XIII
                               DISPUTE RESOLUTION

13.1    Intent. USI and Minnesota Life desire to amicably resolve any disputes
        and disagreements between them with respect to the interpretation of any
        provisions of this Agreement or the Ancillary Agreements or with respect
        to performance under this Agreement or the Ancillary Agreements. Toward
        that end, USI and Minnesota Life agree that any controversy, claim,
        dispute or other matter in question (whether Minnesota

                                       20

<PAGE>

        Life's or USI's respective rights and/or remedies are governed by the
        laws of contract, tort or otherwise), arising out of or related to this
        Agreement or the Ancillary Agreements, the performance of this Agreement
        or the Ancillary Agreements, or the breach thereof, between Minnesota
        Life and USI (or any of their affiliates) (hereinafter "Dispute"), shall
        be negotiated between Minnesota Life and USI in accordance with the
        procedures established under this Article XIII; provided, however, that
        any Dispute arising out of or relating to Article XIII or Sections 4.4,
        6.5, 6.6, and 11.2 of this Agreement or the breach, termination or
        validity thereof shall entitle any party at any stage of the dispute
        resolution to pursue equitable remedies in a court of equity.

13.2    Negotiation Procedures. Minnesota Life and USI agree that in the event
        any Dispute arises that cannot be resolved at the operating level by the
        employee or representative of each party having direct responsibility
        for the performance or operating function in question, the parties shall
        promptly meet for the purpose of negotiating in good faith to resolve
        such Dispute before resorting to arbitration. The negotiation will be
        conducted by the WMD Oversight Committee described in Section 4.2 of
        this Agreement. The negotiations shall be held, alternately, first at
        the office of USI, then at Minnesota Life's place of business, or at any
        other location agreeable to USI and Minnesota Life.

13.3    Arbitration Procedures. If the negotiation process described in Sections
        13.1 and 13.2 is not successful, then the Dispute shall be settled by
        binding arbitration pursuant to the Federal Arbitration Act, 9 U.S.C.
        Sections 3 and 4, in accordance with the Commercial Arbitration Rules of
        the American Arbitration Association.

        (a)     The arbitration shall be held in St. Paul, Minnesota, or at any
                other location agreeable to USI and Minnesota Life.

        (b)     Arbitration shall be by a single arbitrator, who shall be an
                executive or professional in the insurance industry drawn from
                the National Panel of Commercial Arbitrators. Within thirty (30)
                days after receipt of a demand for arbitration, each party shall
                designate a suggested arbitrator. If the arbitrator has not been
                selected within fifteen (15) days from the time each party has
                submitted its suggestions, the parties shall apply to a court of
                competent jurisdiction, which shall appoint the arbitrator from
                the persons nominated who meet the qualifications described in
                this Agreement.

        (c)     Discovery shall be allowed in accordance with the United States
                Federal Rules of Civil Procedure which are applicable in the
                United States District Courts. All discovery shall be completed
                within sixty (60) days from the appointment of the arbitrator.

        (d)     The arbitrator shall be required to apply the contractual
                provisions hereof in deciding the matter submitted to him or her
                and shall not have any authority, by reason of this Agreement or
                otherwise, to render a decision that is contrary to the mutual
                intent of the parties as set forth in this Agreement. The
                arbitrator may in

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<PAGE>

                his or her discretion grant pre-award and post-award interest at
                commercial rates. The arbitrator shall have no authority to
                award punitive damages or any other damages not measured by the
                prevailing party's actual damages. The arbitrator may in his or
                her discretion award reasonable attorneys' fees to the
                prevailing party.

        (e)     A judgment upon the award entered by the arbitrator may be
                entered and enforced in any court having jurisdiction thereof.

        (f)     Except as provided in paragraph (d) of this Section, each party
                shall bear its own costs and counsel fees, and the cost of the
                arbitration shall be shared equally by the parties; provided,
                however, that in the event that a party fails to comply with the
                orders or decision of the arbitrator, then such noncomplying
                party shall be liable for all costs and expenses (including,
                without limitation, attorneys fees) incurred by the other party
                in its effort to obtain either an order to compel, or an
                enforcement of an award, from a court of competent jurisdiction.

13.4    Equitable Remedies. With respect to any claim, dispute or controversy
        arising out of or relating to Article XIII or Sections 4.4, 6.5, 6.6 and
        11.2 of this Agreement, each party acknowledges and agrees that (a) its
        respective covenants as licensor or licensee, or as a disclosing or
        receiving party, or otherwise, as the case may be, are special, unique
        and related to matters of extreme importance to each party, and, in the
        event that one party fails to perform, observe or discharge any of its
        obligations thereunder, the second party will be irreparably harmed and
        that no remedy at law will provide adequate relief to that party, and
        (b) the second party shall be entitled to a temporary restraining order
        and permanent injunction and other equitable relief in the case of any
        failure of the first party to perform, observe or discharge any of its
        covenants or obligations hereunder and without the necessity of proving
        actual damages. The remedies provided herein shall be cumulative and
        shall not preclude asserting by any party of any other rights or the
        seeking of any other remedies, either legal or equitable, against any
        other party hereto.

                                   ARTICLE XIV
                                 INDEMNIFICATION

14.1    Minnesota Life Indemnification. Minnesota Life agrees to indemnify and
        hold harmless USI and its Affiliates and each of the officers,
        directors, employees and agents of USI and its Affiliates, from and
        against any third party claims and losses, including, in each case, all
        direct costs and expenses (including, without limitation, reasonable
        attorneys' fees, all interest, penalties and costs of investigation or
        preparation of defense), judgments, fines, losses, claims, damages,
        liabilities, demands, assessments and amounts paid in settlement (but
        excluding punitive damages), arising from the negligence of

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<PAGE>

        Minnesota Life, its Affiliates or its employees in connection with the
        performance of, or breach of, its obligations under this Agreement or
        the Ancillary Agreements.

14.2    USI Indemnification. USI agrees to indemnify and hold harmless Minnesota
        Life and its Affiliates and each of the officers, directors, employees
        and agents of Minnesota Life and its Affiliates, from and against any
        third party claims and losses, including, in each case, all direct costs
        and expenses (including, without limitation, reasonable attorneys' fees,
        all interest, penalties and costs of investigation or preparation of
        defense), judgments, fines, losses, claims, damages, liabilities,
        demands, assessments and amounts paid in settlement (but excluding
        punitive damages), arising from the negligence of USI or its Affiliates,
        employees or agents in connection with the performance of, or breach of,
        its obligations under this Agreement or the Ancillary Agreements.

                                   ARTICLE XV
                                  MISCELLANEOUS

15.1    Entire Agreement, Amendments. This Agreement and the Ancillary
        Agreements contain the entire understanding of the parties with respect
        to the subject matter and are intended to supersede and govern all
        discussions and agreements of the parties hereto, including but not
        limited to the Letter of Intent dated May 21, 2002 between the Minnesota
        Life and USI.

15.2    Assignment. This Agreement shall be binding upon and inure to the
        benefit of the parties hereto and their respective successors and
        permitted assigns. This Agreement, and each and every covenant and
        condition herein, shall be personal to the parties hereto and shall
        not be assigned, without the prior written consent of the other
        parties, which consent may be withheld at their sole discretion.

15.3    Headings. Headings of the Articles and Sections of this Agreement are
        for convenience of reference only and are not to be considered in
        construing this Agreement.

15.4    Notices. All notices, requests, demands and other communications
        hereunder shall be in writing and shall be deemed to be given if
        delivered in person, when transmitted by facsimile machine, when sent by
        overnight delivery service or mailed by registered first class mail,
        postage prepaid, return receipt requested, addressed as follows:

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<PAGE>

                U.S.I. Holdings Corporation
                50 California Street, 24th Floor
                San Francisco, CA 94111-4796
                Attention: Mr. David L. Eslick
                           President, Chairman and CEO, USI

                With copies to: General Counsel, USI
                                President, USI Securities, Inc.

                Minnesota Life Insurance Company
                400 Robert Street North
                St. Paul, MN 55101
                Attention: Mr. Randy F. Wallake, Executive Vice President

                With a copy to: General Counsel

15.5    Governing Law. This Agreement shall be governed and construed under the
        internal laws of the State of Minnesota, without regard to conflicts of
        laws principles.

15.6    Counterparts. This Agreement may be executed in two (2) or more
        counterparts, each of which shall be deemed an original, but all of
        which together shall constitute one and the same instrument.

15.7    Waiver. No failure or delay on the part of any party in the exercise of
        any power or right hereunder shall operate as a waiver thereof, nor
        shall any single or partial exercise of any such power or right preclude
        other or further exercise thereof or of any other right or power. The
        waiver by any party hereto of a breach of any provision of this
        Agreement shall not operate or be construed as a waiver of any other or
        subsequent breach hereunder. All rights and remedies existing under this
        Agreement, including rights to terminate this Agreement, are cumulative
        to, and not exclusive of, any rights or remedies otherwise available.

15.8    Severability. If any one or more of the provisions contained in this
        Agreement or in any document executed in connection herewith shall be
        invalid, illegal or unenforceable in any respect under any applicable
        law, the validity, legality, and enforceability of the remaining
        provisions contained herein shall not in any way be affected or
        impaired.

15.9    Relationship of the Parties. The parties agree that each is acting as an
        independent contractor with respect to the other and nothing contained
        in this Agreement is intended, or is to be construed, to constitute USI
        or its Affiliates, and Minnesota Life or its Affiliates as partners or
        joint venturers, or USI or its Affiliates or Minnesota Life or its
        Affiliates as an agent of the other. Neither party hereto shall have any
        express or implied right or authority to assume or create any
        obligations on behalf of or in the name of the other party or to bind
        the other party to any contract, agreement or undertaking. Except for
        any payments of Usage Fees, Development Fees or Commissions contemplated
        by

                                       24

<PAGE>

        this Agreement or any Ancillary Agreement, the financial gain and loss
        directly associated with the operation of the WMD will accrue to USI,
        and the WMD shall not be considered a joint venture or partnership
        between USI and Minnesota Life from a legal, tax or financial reporting
        point of view.

15.10   Access. Each party will provide the other party with access to such
        information, records and personnel as may be reasonably requested by the
        other party for purposes of monitoring such party's activities pursuant
        to this Agreement. In addition, representatives of USI and Minnesota
        Life may, upon reasonable notice and at times reasonably acceptable to
        the other party, visit the facilities where activities pursuant to this
        Agreement are being conducted, and consult informally, during such
        visits and by telephone, with personnel of the other party involved in
        the performance of such activities. Any information made available
        pursuant to this Section 15.10 shall be subject to the confidentiality
        provisions set forth in Article XI.

15.11   Costs and Expenses. Each party shall bear its own expenses incident to
        the preparation, negotiation, execution and delivery of this Agreement
        and the performance of its obligations hereunder.

15.12   Public Announcements. No press releases or public announcements
        regarding the existence or terms of this Agreement shall be made by USI
        or Minnesota Life without the prior written approval of the other, which
        approval shall not be unreasonably withheld, except as may be necessary
        in the opinion of counsel, to meet the requirements or regulations of
        any governmental law or regulation in which event counsel either for the
        other party will be notified before and after any action is taken
        thereon.

15.13   Cooperation. The parties agree to cooperate and act in good faith to
        effectuate the intent and objectives of this Agreement and the Ancillary
        Agreements. Except as specifically provided, neither party shall
        unreasonably withhold any consent, agreement or determination expressly
        required under this Agreement or the Ancillary Agreements.

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        IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and effective as of the Effective Date.

                                        U.S.I. HOLDINGS CORPORATION

                                        By  /s/ David L. Eslick
                                            ------------------------------
                                        Its CHAIRMAN, PRESIDENT & CEO
                                            ------------------------------

                                        MINNESOTA LIFE INSURANCE COMPANY

                                        By  /s/ Randy F. Wallake
                                            ------------------------------
                                        Its EXECUTIVE VICE PRESIDENT
                                            ------------------------------

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