AMENDMENT

Exhibit 4.9

AMENDMENT

AMENDMENT (the “Amendment”) dated as of [            ], 2002, between U.S.I. HOLDINGS CORPORATION (the “Company”), a Delaware corporation, and The Northwestern Mutual Life Insurance Company, a Wisconsin corporation (the “Warrantholder”).

A.    The Warrantholder holds warrants (the “Warrants”) exercisable for 1,559,196 shares of Common Stock, $.01 par value, of the Company (the “Common Stock”). The Warrantholder, the Company and the other signatories thereto are parties to (i) a Warrant Agreement, dated as of March 12, 1996 (as amended by the Amendment dated as of September 17, 1999, the “Warrant Agreement”) and (ii) a Warrantholders’ Agreement, dated as of March 12, 1996 (as amended by Amendment No. 1 dated as of July 9, 1998, the Amendment dated as of September 17, 1999 and the Amendment dated as of April 26, 2002, the “Warrantholders’ Agreement”).

B.    Pursuant to Section 11.2 of the Warrantholders’ Agreement, each of the Company and the Warrantholder, which is a holder of more than 65% of the Registrable Securities (as defined in the Warrantholders’ Agreement) and, therefore, constitutes Required Holders (as defined in the Warrant Agreement), wishes to amend the Warrantholders’ Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties to this Amendment hereby agree as follows:

Section 1. Amendment to Warrantholders’ Agreement. The definition of “Public Offering” in Section 10 of the Warrantholders’ Agreement is amended in its entirety to read as follows:

“Public Offering— means the consummation by the Company of an initial sale of its Common Stock in an underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended.”

Section 2. Full Force and Effect. The provisions of Section 1, above, shall be effective concurrent with, and only upon, the closing of the initial public offering of the Company’s Common Stock and shall remain in effect from and after the date such closing occurs. Except as expressly set forth above, the terms and conditions of the Warrant Agreement shall remain in full force and effect and are hereby ratified and confirmed.

Section 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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Section 4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

U.S.I. HOLDINGS CORPORATION

By:

Name:

Title:

THE NORTHWESTERN MUTUAL

LIFE INSURANCE COMPANY

By:

Name:  Xxxxxx X. Newborn, II

Title:    Attorney-in-Fact