EX-10.22: EMPLOYMENT AGREEMENT

Exhibit 10.22

EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (this “Agreement”), effective as of December 30, 2006 by and between USI SERVICES CORPORATION, a Delaware corporation (“ Company ”), and JEFFREY JONES (“ Executive ”). Company and Executive are referred to hereinafter as the “ Parties ”.

RECITALS :

     WHEREAS, the Company is a wholly-owned subsidiary of USI Holdings Corporation, a Delaware corporation (“USI”);

     WHEREAS, Executive is presently employed by the Company pursuant to an Employment Agreement effective as of December 1, 2002, as amended by a First Amendment to Employment Agreement dated as of February 22, 2004 (collectively, the “ Prior Agreement ”);

     WHEREAS, the Parties wish to supersede and restate the Prior Agreement in its entirety, as set forth herein; and

     WHEREAS, the Company desires to employ the Executive on the terms and subject to the conditions set forth herein, and Executive is willing to accept such employment on such terms and conditions; and

     WHEREAS, by virtue of such employment, Executive will have access to Confidential Information of the USI Companies; and

     WHEREAS, Executive acknowledges and agrees that the Company (on behalf of itself and the USI Companies) has a reasonable, necessary and legitimate business interest in protecting its own and the USI Companies’ Confidential Information, Client Accounts, relationships with Active Prospective Clients, Goodwill and ongoing business, and that the terms and conditions set forth below are reasonable and necessary in order to protect these legitimate business interests.

     NOW THEREFORE, in consideration of the representations, warranties, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are conclusively acknowledged, the Parties, intending to become legally bound, agree as follows:

AGREEMENT :

     1.1 Specific Definitions . Capitalized terms not defined elsewhere herein shall have the following meanings ascribed to them:

     “ Active Prospective Acquisition ” means any business or enterprise engaged in providing USI Business, (i) with which a specified Person (or any of its agents) had engaged in negotiations (whether or not successfully) within the 24 months preceding a specified date, regarding the acquisition of, sale of assets by, or merger or joint venture with, such business or enterprise or (ii) which had been identified by a specified Person (or any of its agents) in the business records of such specified Person within the 24 months preceding a specified date, and actively considered as a candidate, for possible acquisition, merger, sale of assets or joint venture.

     “ Active Prospective Client ” means any Person, or a group of Persons, (i) who or which had been identified with reasonable particularity by a specified Person (or any of its agents) in the business records of such specified Person within the 24 months preceding a specified date, with reasonable particularity as a possible client or customer of such specified Person, or (ii) to whom or which a specified Person (or any of its agents) had communicated in the business records of such specified Person within the 24 months preceding a specified date, in writing or otherwise, with respect to the provision of any services that such specified Person provides in the conduct of its business.

     “ Change of Control ” means the occurrence of any of the following:

     (i) any transaction, or series of related transactions (including any merger or consolidation), the result of which is that any “person” or “group” (as such terms are defined for purposes of the Securities Exchange Act of 1934, as amended),

becomes the “beneficial owner” (as so defined in Rule 13-d3 under such Act, except that a Person shall be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition), directly or indirectly, of 50% or more of USI’s aggregate outstanding voting stock (measured by voting power rather than number of shares);

     (ii) USI consolidates with, or merges with or into, any Person, or any Person consolidates with or merges with or into USI, in any such event pursuant to a transaction in which any of the outstanding voting stock of USI is converted into or exchanged for cash, securities or other property, other than any such transaction where the voting stock of USI outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee Person constituting 50% or more (immediately after giving effect to such conversion or exchange) of the aggregate outstanding shares of such voting stock of such surviving or transferee Person or

     (iii) substantially all of USI’s assets or earnings power is sold in any transaction or series of related transactions.

     “ Client Account ” means the account of any client (including, without limitation, any retail insurance agent or broker, individual insured, association and any member thereof, and any insurance carrier or other entity to the extent third party administration claims processing or underwriting is performed by such specified Person for such carrier or other entity) who or which is serviced, as of a specified date, by a specified Person in connection with such specified Person’s business, regardless of whether such services are provided by, or through the licenses of, such specified Person or any shareholder, employee or agent of such specified Person.

     “ Confidential Information ” means all information that has actual or potential economic value to the Company or to the USI Companies from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use. Confidential Information will include, among other things, any and all information disclosed to Executive or known by Executive as a consequence of his employment by the USI Companies (whether under the Prior Agreement or this Agreement) that is not already generally available to the public (unless such information has entered the public domain and become available to the public through fault on the part of the Party to be charged hereunder), including, without limitation, in respect of the Company’s or any USI Company’s businesses, finances, operations, business programs, officers, directors, partners, joint ventures, employees, contractors, vendors, suppliers, processes, procedures manuals, computer programs, sales, services, research projects, data, accounts, billing methods, pricing, sales, statistical data, business methods, systems, plans, internal affairs, legal affairs, potential or existing reorganization plans, Active Prospective Clients, clients, Client Accounts, transactions with clients, any and all information entrusted to the Company or any USI Company by any third party on a confidential basis, and any and all information defined as “Trade Secrets” under the Uniform Trade Secrets Act, or which can otherwise be considered a trade secret under applicable trade secrets law. Confidential Information may be contained in written materials, handwritten notes, oral communications, tape recordings, the unwritten knowledge of employees, and/or any other tangible medium of expression, including but not limited to electronically stored information, hard disk or soft disk drive mechanisms. The Parties agree that Confidential Information includes, without limitation, the following:

	(i)		any information or documentation relating to the USI Companies’ sales, marketing, cross-sell, compensation, incentive, or personnel strategies and programs.
	(ii)		the identity of and key contacts at any client whose account constituted a Client Account of any USI Company at any time, as well as the identity of any Active Prospective Client of any such entity;
	(iii)		the identities of markets or companies from which insurance coverages or other commitments, benefits or services for clients are obtained;
	(iv)		the types of consulting, third-party administration, employee communication, investment management, managed care, human resource and other services, and insurance coverages, provided or to be provided specifically to any such client or Active Prospective Client of any USI Company, and the internal corporate policies relating thereto;
	(v)		the specific insurance policies purchased by or for such clients or Active Prospective Clients of any USI Company;

	(vi)		the expiration dates, commission rates, fees, premiums and other terms and conditions of such policies and the service cost burden with respect to each such client and Active Prospective Client of a USI Company;
	(vii)		the risk specifications and other characteristics, and claims loss histories of such clients or Active Prospective Clients;
	(viii)		USI Companies’ operations manuals, prospecting manuals and guidelines, pricing policies and related information, marketing manuals and plans, and business strategies, techniques and methodologies;
	(ix)		USI Companies’ financial information, including but not limited to, information set forth in internal records, files and ledgers, or incorporated in profit and loss statements, fiscal reports and business plans;
	(x)		Active Prospective Acquisitions of the Company or another USI Company and all financial data, pricing terms, information memoranda and due diligence reports relating thereto;
	(xi)		inventions, discoveries, devices, algorithms, computer hardware and computer software (including any source code, object code, documentation, diagrams, flow charts, know-how, methods or techniques associated with the development or use of the foregoing computer software);
	(xii)		all internal memoranda and other office records, including electronic and data processing files and records; and
	(xiii)		any other information constituting a trade secret under the governing trade secrets law.

     “ Goodwill ” means the expectation of continued patronage from Client Accounts and new patronage from Active Prospective Clients.

     “ Person ” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a limited liability company, or a governmental entity (or any department, agency, or political subdivision thereof).

     “ USI Business ” means the businesses provided by any of the USI Companies (including, without limitation, the providing of (i) insurance agency and brokerage, and related insurance services, including, without limitation, risk management and loss control, cost containment, analysis of loss exposures and designs, catastrophic case management, loss reserves and rate reviews, performance of cash flow studies, administration of risk funding and transfer techniques, captive company formation, self-insurance consulting, reinsurance and excess stop loss (both specific and aggregate) placement, management of insurance programs (including programs with respect to membership associations and congregations), third party administration, actuarial and administrative services for pension and health plans, compensation programs and employee communications; (ii) managed care consulting services and related legal assistance; (iii) human resource and employee compensation consulting services and related legal assistance; and (iv) any insurance or financial services relating to any of the foregoing).

     “ USI Companies ” or “ USI Company ” means USI, its subsidiaries (including the Company), and any entity under the control (as defined in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended, without regard to whether any party is a “registrant” under such Act) of USI, and any of their successors or assigns.

     “ USI CRC ” means the USI Companies (i) comprising or included in the USI California Region; and/or (ii) to which Executive provides services on behalf of the Company hereunder.

2 . POSITION, RESPONSIBILITIES AND TERM

     2.1. Executive’s Position. On the terms and subject to the conditions set forth in this Agreement, the Company shall employ Executive to serve as regional chief executive officer of the USI California Region. Executive shall report to the Chief Executive Officer of USI, or his designee (the “ USI CEO ”).

     2.2 Executive’s Responsibilities . The Executive shall perform all duties customarily attendant to the position of regional chief executive officer and shall perform such services and duties commensurate with such position as may from time to time be reasonably prescribed by the USI CEO.

     2.3 No Conflicts of Interest. Executive agrees that throughout the period of his employment hereunder, he will not (a) accept other employment; or (b) perform any activities or services which would (i) be inconsistent with this Agreement or the employment relationship between the Parties, or (ii) interfere with or present an actual or potential conflict of interest concerning Executive’s employment with the Company; provided , that Executive shall be permitted to serve on the boards of directors of such other companies as the USI CEO shall approve (such approval to not be unreasonably withheld), and that Executive may make personal investments and may act as a director and engage in other activities for any charitable, educational, or other nonprofit institution, as long as such investments and activities do not materially interfere with the performance of Executive’s duties hereunder. Executive agrees to adhere to and comply with any and all business practices and requirements of ethical conduct set forth in USI’s Code of Business Conduct, the Company’s operating policies and procedures, its employee manual, or any similar publication.

     2.4. Term. Executive shall be employed hereunder commencing on December 30, 2006 and ending on the date on which employment is terminated in accordance with the provisions of Section 8 of this Agreement. The foregoing term of employment shall be referred to hereinafter as the “ Term ”.

     3.1 Executive hereby accepts such employment and agrees that throughout the period of employment hereunder, Executive will devote his full business time, attention, knowledge and skills faithfully, diligently and to the best of his ability, in the furtherance of the business of the USI Companies.

     4.1. Base Salary . As compensation for the services to be rendered by Executive hereunder, the Company agrees to pay Executive, and Executive agrees to accept, a base salary (“ Base Salary ”) during employment hereunder at the annual rate of not less than three hundred fifty thousand dollars ($350,000); provided , however , that the USI CEO may determine to increase but not decrease the Base Salary in such amount as the USI CEO may determine, subject to the terms, conditions, and approvals required by USI’s policies and procedures then in effect. The Base Salary shall be payable in equal installments by the Company according to its normal payroll practices.

     4.2 Performance Bonus . As additional compensation for the services to be rendered by Executive hereunder, Executive shall be eligible to receive from time to time during the Term, a bonus under the USI Management Incentive Plan (the “ USI Plan ”) as may be amended from time to time at the sole discretion of USI. At no time during the Term hereof will Executive’s “target” award opportunity be any less than 70% of Executive’s then Base Salary. Any awards under the USI Plan will be determined by the USI CEO, subject to the terms, conditions and approvals required by USI’s policies and procedures then in effect. By way of clarification, the “target” award opportunity percentage set forth above shall not guarantee Executive payments of, or entitlement to, any amount, even if targets are met. Such awards are dependent upon, among other things, the general financial performance of USI, and any such award, if any, shall be in such amount as the USI CEO may determine, and any decision of the USI CEO shall be in his sole and unreviewable discretion. Any award under the USI Plan will be paid to the Executive no later than 90 days following the end of the performance year.

     4.3 Benefits. In addition to such compensation, Executive shall be entitled to the benefits which are afforded generally, from time to time to similarly situated executive employees of the USI Companies. Notwithstanding the foregoing, nothing contained in this Agreement shall require the USI Companies to establish, maintain or continue any of the group benefits plans already in existence or hereafter adopted for the employees of the USI Companies, or restrict the right of the USI Companies to amend, modify or terminate such group benefit plans in a manner which does not discriminate against Executive as compared to other executive employees of USI Companies.

     4.4 Paid Time Off. Executive shall be entitled to paid time off (consisting of vacation, sick days and personal days) and holidays as are provided in general to similarly situated employees of the USI Companies, in accordance with usual practices and procedures. Without limiting the foregoing, unless otherwise required by law, Executive shall not be entitled to any additional compensation for any unused paid time off. Paid time off shall stop accruing once Executive has accumulated and not used the number of days to which he is entitled to in a year.