USI HOLDINGS CORP Contracts & Agreements

EX-10.22: EMPLOYMENT AGREEMENT (Filed With SEC on March 1, 2007)

AGREEMENT AND PLAN OF MERGER by and among USI HOLDINGS CORPORATION, COMPASS ACQUISITION HOLDINGS CORP. (Filed With SEC on January 17, 2007)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on October 16, 2006)

INCREMENTAL TERM LOAN COMMITMENT AGREEMENT JPMorgan Chase Bank, N.A. (Filed With SEC on October 16, 2006)

USI HOLDINGS CORPORATION MANAGEMENT INCENTIVE PLAN (Filed With SEC on May 26, 2006)

USI HOLDINGS CORPORATION AMENDED AND RESTATED 2002 EQUITY INCENTIVE PLAN (Filed With SEC on May 26, 2006)

CREDIT AGREEMENT among USI HOLDINGS CORPORATION, VARIOUS LENDING INSTITUTIONS (Filed With SEC on March 29, 2006)

SUBSIDIARIES GUARANTY (Filed With SEC on March 29, 2006)

EMPLOYMENT AGREEMENT (Filed With SEC on March 14, 2006)

USI Board of Directors 2005 Compensation Plan (Filed With SEC on May 27, 2005)

Amendment To Restated and Amended Employment Agreement (Filed With SEC on April 29, 2005)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 25, 2005)

SECOND AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 25, 2005)

U.S.I. Holdings Corporation Restricted Stock Award Notice (Filed With SEC on March 25, 2005)

U.S.I. Holdings Corporation Stock Option Award Notice (Filed With SEC on March 25, 2005)

AGREEMENT AND PLAN OF MERGER (Filed With SEC on January 18, 2005)

CREDIT AGREEMENT among (Filed With SEC on November 14, 2003)

AMENDMENT TO THE RESTATED AND AMENDED EMPLOYMENT AGREEMENT (Filed With SEC on August 14, 2003)

EIGHTH AMENDMENT AND CONSENT TO CREDITAGREEMENT (Filed With SEC on February 6, 2003)

JPMORGAN CHASE BANK (Filed With SEC on February 6, 2003)

CREDIT LYONNAIS CAYMAN ISLAND BRANCH 1301 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (Filed With SEC on February 6, 2003)

U.S.I. HOLDINGS CORPORATION (a Delaware corporation) Shares of Common Stock PURCHASEAGREEMENT (Filed With SEC on October 17, 2002)

SETTLEMENT AGREEMENT (Filed With SEC on October 17, 2002)

(a Delaware corporation) Shares of Common Stock PURCHASE AGREEMENT (Filed With SEC on October 1, 2002)

SHARE APPRECIATION RIGHT AWARD AGREEMENT (Filed With SEC on October 1, 2002)

U.S.I. HOLDINGS CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Filed With SEC on October 1, 2002)

SEVENTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on October 1, 2002)

W I T N E S S E T H: (Filed With SEC on August 30, 2002)

FEE LETTER (Filed With SEC on August 30, 2002)

(a Delaware corporation) Shares of Common Stock PURCHASE AGREEMENT (Filed With SEC on August 6, 2002)

AMENDMENT (Filed With SEC on August 6, 2002)

AMENDMENT TO THE SHAREHOLDERS AND WARRANTHOLDERS AGREEMENT OF U.S.I.HOLDINGS CORPORATION (Filed With SEC on August 6, 2002)

U.S.I. HOLDINGS CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Filed With SEC on August 6, 2002)