U.S.I. Holdings to Acquire Dodge, Warren & Peters Insurance Services

January 6, 2004

U.S.I. Holdings Corporation announced that it has reached an agreement in principle to acquire all the issued and outstanding capital stock of Los Angeles, Calif.-based Dodge, Warren & Peters Insurance Services Inc. The consummation of the transaction is expected to occur in the first quarter of 2004. Terms of the transaction, which is subject to negotiation and execution of definitive agreements and other customary closing conditions, were not disclosed.

Established in 1977, DWP is one of the largest privately held insurance brokerages in the United States offering a full spectrum of insurance products and services designed to meet the individual needs of its business client base. The company provides retail property & casualty and employee benefits brokerage through its four offices in Southern California. Nationally, DWP was the only agency to be recognized consecutively by National Underwriter in the “Agency of the Year” competition in 2002 and 2003, achieving first runner-up status both years. The proposed acquisition of DWP, combined with USI’s existing Southern California operation will create one of the largest middle market brokers in that region. DWP is expected to contribute approximately $25 million of revenues to USI.

Commenting on the transaction, David L. Eslick, USI’s Chairman, President and CEO, said, “Dodge, Warren & Peters is one of the most prominent brokerages in the Southern California market. Our combined offerings will not only enhance our current ability to serve our clients, but also create the largest middle market offering in Southern California. We are very pleased that USI has attracted Greg Davidian, Chairman, President & Chief Executive Officer of DWP and his well-respected team of professionals.”

Kevin Mencarelli, President & CEO, USI West Coast, added, “We expect the combination of the USI and DWP offices in the Southern California region to increase value to our clients through both the integration of capabilities of the two operations and the addition of a significant number of professionals.”

Gregory D. Davidian, Chairman, President & Chief Executive Officer of DWP, said, “Since 1977, we have been committed to providing personalized service and successful insurance solutions to our clients. The USI management team is committed to providing the highest quality products and services to their clients and we are pleased to be joining such a reputable group of professionals.”

Also commenting on the news, Donald Gwizdalski, Executive Vice President of DWP and Branch Manager of the largest office (Torrance, California) said, “By joining USI, we will enhance our ability to form enhanced strategic relationships with financially secure, service-oriented insurance companies in the industry thereby increasing our ability to offer our clients the highest quality products and services.”

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