EX 10.2 INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made and entered into as of the 8th day of November, 2006 (this “ Agreement ”) by and among USI Holdings Corporation, a Delaware corporation (the “ Company ”), William L. Atwell, David L. Eslick, Ronald E. Frieden, Thomas A. Hayes, L. Ben Lytle, Robert A. Spass and Robert F. Wright (each, an “ Indemnitee ” and together, the “ Indemnitees ”).

WHEREAS, it is important to the Company to attract and retain as directors the most capable persons reasonably available and the Company desires to attract and retain the services of highly qualified individuals, such as the Indemnitees to serve as directors of the Company and to indemnify its directors so as to provide them with the maximum protection permitted by law;

WHEREAS, Indemnitees are directors of the Company and both the Company and Indemnitees recognize the increased risk of litigation and other claims being asserted against directors of companies in today’s environment;

WHEREAS, the Amended and Restated By-laws of the Company (the “ By-laws ”) provide that the Company will indemnify its directors and will advance expenses in connection therewith, and Indemnitee’s willingness to serve as a director of the Company is based in part on Indemnitee’s reliance on such provisions;

WHEREAS, in recognition of each Indemnitee’s need for substantial  protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner, and Indemnitee’s reliance on the By-laws, and to provide Indemnitees with express contractual indemnification, the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined below) to each Indemnitee as set forth in this Agreement and, to the extent insurance is maintained, for the continued coverage of Indemnitees under the Company’s directors’ and officers’ liability insurance policies; and

WHEREAS, each Indemnitee is willing to serve and the Company desires to have the Indemnitees continue to serve as directors of the Company, free from undue concern for unpredictable, inappropriate or unreasonable legal risks and personal liabilities by reason of acting in good faith in the performance of their duties to the Company on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto do hereby agree as follows:

Section 1.

Definitions .  As used in this Agreement, the following terms shall have the following meanings:

“ Certificate ” means the Amended and Restated Certificate of Incorporation of the Company, as such may be amended.

“ Corporate Status ” describes the status of a person who is or was a member of the Board of Directors of the Company (the “ Board ”) or was otherwise a director, officer, employee or agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the express written request of the Company.

“ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by an Indemnitee.

“ Enterprise ” means the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which an Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

“ Expenses ” shall include attorneys’ fees, retainers, court costs, transcript costs, fees of experts, filing fees, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses and obligations of any nature whatsoever paid or incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding.

“ Independent Legal Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent:  (i) the Company or any Indemnitee in any matter material to either such party (other than with respect to matters concerning any such Indemnitee under this Agreement) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or any Indemnitee in an action to determine such Indemnitee’s rights under this Agreement.

“ Proceeding ” includes any threatened, pending or completed action, suit, arbitration, proceeding, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which an Indemnitee was, is or will be involved as a party or otherwise, by reason of (i) the fact that such Indemnitee is or was a director of the Company, (ii) any action taken by such Indemnitee or of any inaction on his part while acting as a member of the Board or (iii) the fact that such Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.  Any of the foregoing proceedings described in the immediately preceding sentence (i) shall be deemed a Proceeding, whether or not such Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement and (ii) shall include any Proceeding pending on or before the date of this Agreement; provided that such definition shall exclude a Proceeding initiated by an Indemnitee pursuant to Section 6 to enforce his rights under this Agreement.

Section 2.

Indemnity .  The Company hereby agrees to indemnify and hold harmless (including by advancement of Expenses) each Indemnitee with respect to his service on, and any matter or transaction considered by, the Board to the fullest extent authorized or permitted by law, as such may be amended from time to time, and Article VII of the Certificate (regardless of, among other things, any amendment to or revocation of the Certificate or the By-laws).  In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a)

Proceedings other than Proceedings by or in the Right of the Company .  Each Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company.  Pursuant to this Section 2(a) , each Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement actually incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

(b)

Proceedings by or in the Right of the Company .  Each Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(b) if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor.  Pursuant to this Section 2(b) , each Indemnitee shall be indemnified against all Expenses actually incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; provided , however , that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which each Indemnitee shall have been finally adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

(c)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful .  Notwithstanding any other provision of this Agreement, to the extent that an Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law against all Expenses actually incurred by him or on his behalf in connection therewith.  If an Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify such Indemnitee against all Expenses actually incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section 2 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d)

Additional Indemnity .  In addition to, and without regard to any limitations on, the indemnification provided for in this Section 2 , the Company shall and hereby does indemnify and hold harmless each Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines or amounts paid in settlement) of any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement actually incurred by him or on his behalf if, by reason of his Corporate Status he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including all liability arising out of the negligence or active or passive wrongdoing of such Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to an Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 6 and Section 7 ) to be unlawful under Delaware law.

Section 3.

Contribution in the Event of Joint Liability .

(a)

Whether or not the indemnification provided for in Section 2 is available, in respect of any Proceeding in which the Company is jointly liable with any Indemnitee (or would be if joined in such Proceeding), the Company (i) shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring such Indemnitee to contribute to such payment and (ii) hereby waives and relinquishes any right of contribution it may have against such Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with an Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against such Indemnitee.

(b)

Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, an Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed Proceeding in which the Company is jointly liable with such Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement actually incurred and paid or payable by such Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company other than such Indemnitee who are jointly liable with him (or would be if joined in such Proceeding), on the one hand, and the Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided , however , that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than such Indemnitee who are jointly liable with the Indemnitee (or would be if joined in such Proceeding), on the one hand, and the Indemnitee, on the other hand, in connection with the events that resulted in such Expenses, judgments, penalties, fines, settlement amounts or taxes as well as any other equitable considerations which the law may require to be considered.  The relative fault of the Company and all officers, directors or employees of the Company other than the Indemnitee who are jointly liable with him (or would be if joined in such Proceeding), on the one hand, and the Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)

The Company hereby agrees to fully indemnify and hold harmless each Indemnitee from any claims of contribution which may be brought by officers, directors or employees of the Company who may be jointly liable with such Indemnitee.

Section 4.

Indemnification for Expenses of a Witness .  Notwithstanding any other provision of this Agreement, to the extent that an Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which such Indemnitee is not a party, the Company shall indemnify the Indemnitee against all Expenses actually incurred by him or on his behalf in connection therewith.

Section 5.

Advancement of Expenses .  Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of an Indemnitee in connection with any Proceeding by reason of such Indemnitee’s Corporate Status within ten (10) days after the receipt by the Company of a written statement or statements from such Indemnitee, requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of such Indemnitee to repay any Expenses advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified against such Expenses.  Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free and shall be accepted without reference to financial ability to make the repayment.  An Indemnitee’s entitlement to such Expenses shall include those incurred in connection with any Proceeding by such Indemnitee seeking an adjudication pursuant to this Agreement.

Section 6.

Procedures and presumptions for Determination of Entitlement to Indemnification or Advances .  It is the intent of this Agreement to secure for each Indemnitee rights of indemnity that are as favorable as may be permitted under the laws and public policy of the State of Delaware.  Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether an Indemnitee is entitled to indemnification under this Agreement:

(a)

To obtain indemnification (including the advancement of Expenses and contribution by the Company) under this Agreement, an Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably availa