Financial analysis presentation materials

Summary of Proposed Terms

Acquirors

Certain funds affiliated with Apax Partners Worldwide LLP and Apax Partners, L.P. (collectively “Apax”)

Certain funds affiliated with Morgan Stanley, through Morgan Stanley Strategic Investments Inc.

Transaction Structure

Acquisition by Maple Tree Acquisition Corporation, a British Columbia corporation (“Parent”), of 100% of the outstanding

common shares of Maple Tree Limited (the “Company”), pursuant to a Canadian court approved plan of arrangement

Offer Values

Fully diluted equity value = $1,692 million

Enterprise value = $1,759 million

Purchase Price

US$40.00 per share in an all cash transaction

Financing

Total equity contribution of $715 million

Apax - $390 million as the lead investor (60% of non-management contribution)

Morgan Stanley - $260 million (40% of non-management contribution)

Certain executives (“Rollover Investors”) are expected to roll-over equity/options equal to $65 million

Committed Debt financing of $1,185 million (6.8x 3/31/07E LTM Adjusted EBITDA)

Term Loan B ($595 million), Senior Notes ($340 million) and Senior Sub Notes ($250 million)

Key conditions: Company MAC, current with SEC public filings

Management Arrangements

Management requested to roll-over an average of at least 50% of existing equity/options into acquisition

Aggregate option pool representing 10% of the fully-diluted equity of the Company (strike price equal to the acquisition price)

Representations &

Warranties

Customary public company representations and warranties

Definition of “Material Adverse Effect on the Company” (“MAE”) excludes: (a) changes in economic conditions or markets; (b)

changes in the insurance brokerage industry and laws other than any change in law relating to contingent commissions or

adverse developments in regulatory investigations relating to contingent commissions (whether or not involving the Company);

(c) changes in the Company’s share price; (d) the Company’s failure to meet internal or external projections; (e) effects from the

announcement of the Agreement or its consummation; (f) acts of war or terrorism; and (g) changes in GAAP

Lock-up

Fairfax Financial Holdings, which controls 26% of the Company, will enter into a Voting agreement in favor of the Transaction

Voting Agreement terminates if the Company accepts a Superior Proposal

Overview of the Proposed Offer

Summary of Proposed Terms (cont’d)

“Go-shop” Period /

Termination

“Go-shop” period for 43.5 days post announcement (including announcement date) in two stages:

Solicitation period for 22 days post announcement (including announcement date) to contact potential buyers and

receive initial proposals

Tail period for an additional 21.5 days following solicitation period to negotiate with parties who submitted bona

fide proposals during the solicitation period with a comparable level of consideration, regardless of its form

Break-up fee $21.1 million or $0.50 per share (1.25% of fully diluted equity value) to accept a Superior Proposal

during the 44 day go-shop period

In order to terminate the agreement or change its recommendation because of a Superior Proposal, the Company

must provide details of the Superior Proposal and 3 days notice to Buyer

Break-up fee of approximately $50.8 million or $1.20 per share (3.00% of fully diluted equity value) to accept a

Superior Proposal following the go-shop period

No right to match for Buyer with respect to a Superior Proposal

Maple Tree to pay Buyer expenses up to $6 million in the event of a negative shareholder vote or if the Company

does not meet the closing conditions

Buyer to pay the Company a reverse break-up fee of $50.8 million due to Apax’s inability to close financing

Drop-dead date of September 7, 2007

Treatment of Options and

Restricted Shares

Except for options held by Rollover Investors, Company options (all of which are vested) will be cancelled cashed-

out at the effective time (with holders receiving any positive spread between the acquisition price and strike price for

each cancelled option)

Approximately 79% of the Company’s restricted stock units will be accelerated at the effective time, with holders

receiving $40 per cancelled share

Closing Conditions

Mutual conditions: (i) Company shareholder approval (66 2/3% of all votes cast and 50% of all votes cast excluding

votes representing shares held by senior officers of the Company); (ii) approval of the plan of arrangement by the

Ontario Superior Court of Justice; (iii) applicable regulatory approvals; and (iv) absence of restraints

Other customary conditions

Overview of the Proposed Offer

Overview of the Proposed Offer

Transaction Values and Multiples

Transaction Values ($ in millions)

Implied Offer Premiums

Transaction Multiples ($ in millions)

____________________

Note:

US dollars in millions, except per share data.

(1)

Based on 39.714 million basic shares outstanding

(2)

Based on 2.015 million restricted share units, 0.814 million options with an exercise price of $15.67 and 0.106 million options with an exercise price of $13.79.

(3)

Includes $144.6 million of debt at 12/31/06 and $21.8 million liability to fund the remaining portion of the Talbot earnout. Excludes an undiscounted value of $61.5 million in

potential contingent payments, which are based on future performance metrics.

(4)

Source: Maple Tree Management, which includes acquisitions. Amounts exclude non-cash stock based compensation, expense for Talbot earnout

and investment income on

unrestricted cash, where applicable.

(5)

Average of MMC, AOC, WSH, BRO, AJG and HRH, subject to certain adjustments.

(6)

Includes $35.5 million in revenue and $15.0 million in EBITDA related to the 2006 time period prior to completion of acquisitions closed in 2006.

Offer price per share

US$40.00

Equity value

(1)

$1,588.5

Plus: Net effect of dilutive securities

(2)

103.2

Fully diluted equity value

$1,691.7

Plus: Debt at 12/31/06

(3)

166.4

Less: Unrestricted cash at 12/31/06

(99.2)

Enterprise value

$1,758.9

Implied

Price

Premium

Current (2/20/07)

$33.45

19.6%

1 week prior (2/13/07)

$33.20

20.5%

3 months prior (11/20/06)

$29.95

33.6%

6 months prior (8/18/06)

$27.82

43.8%

52 week intraday high (2/12/07)

$33.75

18.5%

3 month average (11/20/06)

$31.61

26.5%

6 month average (8/18/06)

$30.61

30.7%

1 year average (2/17/06)

$28.67

39.5%

Public

Maple

Offer

Comparables

(5)

Tree

(4)

$40.00

(Average)

Enterprise value as a multiple of:

2006E Revenue

$543.9

3.2x

2.5x

2006E Adjusted revenue

(6)

579.4

3.0x

2.5x

2006E EBITDA

142.7

12.3x

11.0x

2006E Adjusted EBITDA

(6)

157.7

11.2x

11.0x

2007E EBITDA

185.2

9.5x

9.9x

Equity value as a multiple of:

2006E Net income

$61.7

27.4x

19.9x

2007E Net income

84.2

20.1x

16.8x

2006E Cash net income

78.5

21.6x

16.6x

2007E Cash net income

104.4

16.2x

14.0x

Overview of Financing Commitment

Apax has obtained a debt commitment letter from Merrill Lynch and Morgan Stanley for $1,185 million

$795 million of senior credit facilities

$340 million of senior unsecured bridge loan

$250 million of senior subordinated bridge loan

Bridge loan commitments expected to be refinanced with senior and senior subordinated notes offerings in

advance of closing

Financing commitments are not subject to the successful syndication of the credit facilities

Bridge loan facility available in the event the bonds are not placed prior to closing

Funding of bridge conditioned upon delivery of offering memorandum no less than 20 days prior to

funding

Company to use commercially reasonable efforts to ensure underwriter has 20 consecutive days to market

the bonds after receipt of offering memorandum

The

commitment

letters

generally

have

the

same

conditionality

the

Arrangement

Agreement

Material Adverse Effect definition conformed

Reps follow the Arrangement Agreement

Termination

date

consistent

with

Arrangement

Agreement

End

Date

Equity requirement equal to a minimum of 25% of pro forma capitalization

Current sources and uses implies equity equal to 36% of pro forma capitalization

Equity commitment letters totaling $650 million delivered by Apax and Morgan Stanley

Apax's

commitment letters are generally reflective of the current

market standard in going private transactions and have fairly limited conditionality

Overview of the Proposed Offer

Summary of Proposed Financing Terms and Conditions

Other Material Terms

Capitalization ($ in millions)

Expected

Ratings

Facility / Security

Amount ($mm)

Tenor

Pricing

Outcome

Senior Secured Credit Facility

Revolver

$100.0

6 years

L+250 bps

B2/B

Term Loan B

595.0

7 years

L+250 bps

B2/B

Senior Notes/Interim Loan

Senior Notes

$340.0

8 years

9.25% Area

B3/B-

Senior Sub. Notes/Interim Loan

Senior Subordinated Note

$250.0

10 years

10.75% Area

Caa1/CCC+

Bridge Commitment Terms

Senior Notes

Senior Sub. Notes

Initial Pricing

L + 425 bps

L + 575 bps

Step-ups (after 6 months)

+50 bps per quarter

Cash Caps

10.75%

12.25%

Total Financing

$1,285.0

Covenants:

Net Senior Leverage maintenance

covenant

for Revolver

No maintenance

covenant for Term Loan B

Net Senior Leverage and Fixed Charge

Coverage Ratio incurrence

covenants for

Term Loan B

Ability to syndicate up to 49% of Bridge pre-close

Commitment increases for acquisitions prior to

closing, with limitations on amounts and subject

to providing S-X compliant statements

Delivery of financial statements (audited,

quarterly and pro forma)

Satisfactory documentation and regulatory

approval

____________________

(1)

Revolving credit facility commitment of $100 million; unfunded at close.

(2)

Includes impact related to the 2006 time period prior to completion of acquisitions which were closed in 2006 and the full year pro forma impact of acquisitions announced in 2007.

Reduced by earnings on $42.2 million of cash to be used in the acquisition. Excludes non-cash stock based compensation and expense for Talbot earnout.

Overview of the Proposed Offer

Amount

Multiple

Revolving credit facility

(1)

$0.0

0.0x

Term loan B

595.0

3.4x

Total bank debt

$595.0

3.4x

Senior unsecured notes

340.0

1.9x

Total senior debt

$935.0

5.3x

Senior subordinated notes

250.0

1.4x

Total debt

$1,185.0

6.8x

3/31/07E LTM Adjusted EBITDA

(2)

$175.1

Sources and Uses of Cash

____________________

(1)

In addition, there will be $57.0 million of unrestricted cash remaining at the Company as of 12/31/06 to fund future acquisitions and ongoing operating needs.

(2)

Revolving credit facility commitment of $100 million; unfunded at close.

(3)

Based on 39.714 million basic shares outstanding, 2.015 million restricted share units, 0.814 million options with an exercise price of $15.67 and 0.106 million options with an exercise

price of $13.79.

(4)

Final payment relating to the earnout

of Talbot, which is due March 31. 2007.

Uses ($ in millions)

Sources ($ in millions)

Overview of the Proposed Offer

Amount

Percent

Unrestricted cash at 12/31/06

(1)

$42.2

2.2%

Revolving credit facility

(2)

0.0

0.0%

Term loan B

595.0

30.6%

Senior unsecured notes

340.0

17.5%

Senior subordinated notes

250.0

12.9%

Total debt

$1,185.0

61.0%

Management roll-over equity

65.0

3.3%

Apax

equity

390.0

20.1%

MSSIG equity

260.0

13.4%

Total equity

$715.0

36.8%

Total sources

$1,942.2

100.0%

Amount

Percent

Equity value

$1,588.5

81.8%

Net value of options

22.6

1.2%

Value of restricted share units

80.6

4.1%

Fully diluted equity purchase price

(3)

$1,691.7

87.1%

Refinance debt at 12/31/06

144.6

7.4%

Earnout

to be settled in cash

(4)

21.8

1.1%

Transaction fees and expenses

84.1

4.3%

Total uses

$1,942.2

100.0%

Timeline: Summary of Key Events

Date

Event

December 18, 2006

Merrill Lynch meets with the Maple Tree at its offices in Chicago for an overview of a going private transaction

December 20, 2006

Maple Tree is approached, unsolicited, by Stephens Inc. (a privately owned investment bank headquartered in Little Rock, Arkansas)

expressing the interest of Apax Partners, L.P. (“Apax”) to consider a leveraged buyout of the Company

January 2 – 3, 2007

Maple Tree and Apax meet in Chicago for an introductory meeting; Apax expressed interest in taking the Company private, suggestin

a 20% premium to market (implied a value of approximately US$37.67 per share at that time)

January 12, 2007

Maple Tree indicates willingness to Apax to host a meeting with senior management team

January 15 - 17, 2007

Maple Tree and Apax, along with their financial advisors and debt financing sources, meet in Chicago for preliminary due diligence.

Maple Tree verbally agrees not to solicit other parties until January 23, 2007, as an inducement for Apax to develop a higher proposal

Week of January 15,

2007

Maple Tree provides Apax with additional confidential information and access to management

January 23, 2007

Maple Tree and Apax, along with their financial advisors, meet in Boston. Apax submits a proposal to acquire Maple Tree for

US$40.00 per share. Apax’s offer is supported by debt commitment letters from both Merrill Lynch and Morgan Stanley.

January 25, 2007

Maple Tree’s Board of Directors meets and is informed of Apax’s offer and reviews its proposal. Maple Tree’s Board requests that

Merrill Lynch negotiate certain process-related terms, including the “go-shop” provision, with Apax before proceeding.

January 29, 2007

Maple Tree’s Board of Directors meets and forms a Special Committee of the Board of Directors.

The Special Committee authorizes Apax to proceed with confirmatory due diligence, subject to a fully financed offer of at least

US$40.00 per share with a suitable “go-shop” provision

Maple Tree and Apax enter into a Non Solicitation Letter through February 23, 2007, subject to certain conditions

January 30 –

February 1, 2007

Maple Tree and Apax, along with their respective advisors and debt financing sources, meet in Chicago for confirmatory due diligence

February 2, 2007

Maple Tree’s Special Committee of the Board selects Scotia Capital as its financial advisor

February 6-7, 2007

Maple Tree and Apax, along with Apax’s accounting advisor and Maple Tree’s financial advisor, meet in Chicago for confirmatory due

diligence

February 16, 2007 and

February 20, 2007

Merrill Lynch and Scotia Capital meet with Maple Tree’s Special Committee to provide an update on process and timing and other

transaction matters

Overview of the Proposed Offer

Public Market Trading Perspective

Trading Analysis Over the Last 12 Months

____________________

Source: FactSet. Based on volume traded from 2/17/06 to 2/20/07.

(1) Price range data for TSX in Canadian dollars.

951

1,036

1,699

2,069

2,454

1,720

1,760

4,804

1,502

324

1,000

2,000

3,000

4,000

5,000

6,000

24-25

25-26

26-27

27-28

28-29

29-30

30-31

31-32

32-33

33-34

Volume Traded by Price Range -

NYSE

Volume

Traded

Price

Range

(1)

TSX

Cumulative Volume -

NYSE

Cumulative Volume -

TSX

100.0%

94.8%

89.2%

79.9%

68.6%

55.2%

45.8%

36.2%

10.0%

1.8%

20%

40%

60%

80%

100%

120%

24-25

24-26

24-27

24-28

24-29

24-30

24-31

24-32

24-33

24-34

1.8%

8.2%

26.2%

9.6%

9.4%

13.4%

11.3%

9.3%

5.7%

5.2%

146

118

107

122

100

120

140

160

28-29

29-30

30-31

31-32

32-33

33-34

34-35

35-36

36-37

37-38

38-39

39-40

100.0%

96.1%

90.4%

89.5%

83.6%

76.6%

74.1%

58.2%

45.4%

33.8%

23.1%

9.9%

20%

40%

60%

80%

100%

120%

28-29

29-30

30-31

31-32

32-33

33-34

34-35

35-36

36-37

37-38

38-39

39-40

Total Volume = 18,319 shares

Total Volume = 920 shares

9.9%

13.3%

10.6%

11.6% 12.8%

15.9%

2.5%

7.0%

5.9%

0.9%

5.8%

3.9%

(000’s of shares)

Weighted Average Price = US$28.80

Weighted Average Price = C$32.75

EPS

Net Income

Price

2007E

Firm

Rating

Target

2006E

2007E

% change

2006E

2007E

Cochran Caronia

Outperform

$34.00

$0.33

$1.60

$1.91

19.4%

$14.9

$54.7

$90.1

Ferris Baker Watts

Buy

36.00

0.30

1.38

1.79

29.7%

12.3

52.1

74.9

Keefe, Bruyette & Woods

Outperform

36.00

0.37

1.65

2.05

24.2%

Stephens

Overweight

36.00

0.34

1.59

1.87

17.6%

14.2

62.6

78.0

TD Newcrest

Buy

35.00

0.35

1.61

1.91

18.6%

Wachovia

Outperform

0.35

1.60

2.00

25.0%

14.3

62.9

82.1

Average

$35.40

$0.34

$1.57

$1.92

22.4%

$13.9

$58.1

$81.3

FirstCall Average

$0.34

$1.61

$1.92

22.4%

$13.9

$58.1

$82.1

Maple Tree Management

(1)

$0.32

$1.60

$2.01

25.5%

$13.1

$61.7

$84.2

Public Market Trading Perspective

Equity Research Summary

Net Income Estimates ($ in millions)

____________________

Source: FirstCall

as of 2/20/07.

(1)

Includes the impact of acquisitions. Net income excludes expenses associated with Talbot earnout.

Revenue and EBITDA Estimates ($ in millions)

Revenue

EBITDA

EBITDA Margin

Firm

2006E

2007E

2006E

2007E

2006E

2007E

Cochran Caronia

$141.3

$547.9

$649.5

$34.9

$145.8

$175.4

24.7%

26.6%

27.0%

Ferris Baker Watts

139.0

545.6

631.5

35.5

148.0

175.0

25.5%

27.1%

27.7%

Keefe, Bruyette & Woods

550.0

646.0

149.0

179.0

27.1%

27.7%

Stephens

140.1

546.7

622.4

34.6

147.2

171.5

24.7%

26.9%

27.6%

TD Newcrest

550.5

641.0

147.8

178.6

26.8%

27.9%

Wachovia

143.1

549.7

651.5

35.2

147.7

179.8

24.6%

26.9%

27.6%

Average

$140.9

$548.4

$640.3

$35.0

$147.6

$176.5

24.9%

26.9%

27.6%

FirstCall Average

$140.9

$548.4

$651.5

$35.0

$147.6

$179.8

24.9%

26.9%

27.6%

Maple Tree Management

(1)

$137.3

$543.9

$658.1

$34.3

$146.9

$189.2

25.0%

27.0%

28.8%

Public Market Trading Perspective

Selected Equity Research Commentary

Highlights

Considerations

Maple Tree will ultimately increase its internal growth,

expand its margins, and, most importantly, beat EPS

expectations through M&A. As a result, we expect Maple

Tree to be our fastest growing broker through 2007.

Stephens, 10/27/06

We continue to be impressed with the progress the company

is making toward building a national platform and creating a

long-term differentiated franchise.

Ferris, Baker Watts, 10/26/06

Maple Tree is the only brokerage stock we are recommending

to buy. Revenue growth was 3x to 4x more than growth being

produced by other regional brokers. Management’s ability to

attract deals in a competitive environment gives us comfort

that Maple Tree will produce a materially higher growth rate

going forward.

Cochran Caronia

Waller, 10/27/06

Organic growth at Maple Tree should benefit from actions

being taken to strengthen the sales culture. We believe Maple

Tree can sustain organic growth in the low to mid-single digit

range in 2007 and beyond, even in a declining rate

environment.

Wachovia, 11/21/06

Maple Tree believes prices are down an average of 5% to 10%

across its main markets and believes this headwind is

probably a bit worse than some of its peers. We note that the

strongest pricing markets are the Gulf Coast and California,

where Maple Tree has comparatively a smaller presence. By

contrast, Midwest markets, where Maple Tree’s presence is

strongest, report the softest pricing.

Ferris, Baker Watts, 10/26/06

The commercial insurance market should experience a

heightened level of rate pressure in subsequent quarters. This

pressure should result in lower organic growth for Maple

Tree (we estimate 3%), but growth from acquisitions will

more than compensate for this potential decline.

Cochran Caronia

Waller, 10/27/06

Downward pressure on rates expected to continue in 2007.

Maple Tree expects further softening of rates given its

geographic footprint concentrated in non-catastrophe

exposed areas.

Wachovia, 10/26/06

Maple Tree delivered organic growth on core commissions of

1.0%, excluding FX gains, compared to an average of 4.5% for

its main competitors…we could see further pressure on

Maple Tree’s organic growth and margins. This is a concern,

and we’ll be watching developments closely.

TD Newcrest, 10/27/06

Public Market Trading Perspective

Selected Trading Multiples and Metrics

____________________

Source: Wall Street research, company filings, and FactSet. Market data as of 2/20/07.

(1)

Enterprise value includes impact of dilutive securities.

2007E Revenue Multiple

2007E Cash P/E Multiple

Enterprise

Value

(1)

billions)

EBITDA Multiple

12.7x

12.8x

13.4x

13.5x

13.7x

14.0x

16.3x

0.0x

4.0x

8.0x

12.0x

16.0x

20.0x

BRO

AJG

MMC

HRH

WSH

Maple

Tree

USIH

AOC

1.5x

1.7x

2.0x

2.2x

2.7x

4.4x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

BRO

WSH

Maple

Tree

HRH

USIH

MMC

AJG

AOC

13.3x

12.5x

11.4x

11.0x

10.4x

10.2x

9.5x

9.2x

8.0x

10.4x

11.0x

8.0x

8.2x

11.1x

9.3x

10.8x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

WSH

BRO

AJG

USIH

Maple

Tree

MMC

AOC

HRH

2006E

2007E

$1.3

$1.5

$1.7

$2.8

$4.3

$7.1

$13.6

$19.6

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

MMC

AOC

WSH

BRO

AJG

HRH

Maple

Tree

USIH

Historical EBITDA Trading Multiples (Middle Market Brokers)

Enterprise Value / LTM EBITDA

Valuation Statistics

Public Market Trading Perspective

____________________

Source: Company filings and FactSet.

Note: LTM EBITDA, diluted shares, and net debt figures effective

as of earnings release dates. Financial data based on 12/31/06

for BRO, AJG and Maple Tree and 9/30/06 for HRH and

USIH. Market value based on diluted share count calculated using

treasury stock method. Net debt includes unrestricted cash and liquid investments. EBITDA excludes non-cash

compensation expense and non-recurring charges.

5.5x

6.5x

7.5x

8.5x

9.5x

10.5x

11.5x

12.5x

01/01/04

08/17/04

04/03/05

11/18/05

07/05/06

02/20/07

Middle Market Brokers

Maple Tree

Middle

Market

Brokers

Maple

Tree

Average

Current

3 Month

6 Month

1 Year

2 Years

3 Years

BRO

12.5x

12.9x

13.3x

14.1x

13.9x

13.8x

AJG

11.4

10.5

9.9

9.3

9.0

9.3

HRH

9.0

8.6

8.5

8.2

USIH

11.5

11.0

10.5

10.6

11.9

11.3

Average

11.0x

10.6x

10.4x

Maple Tree

10.4x

9.8x

9.6x

9.1x

8.2x

8.1x

$30.7

$56.4

$73.4

$87.4

$113.5

$146.9

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

$140.0

$160.0

2001

2002

2003

2004

2005

2006E

Revenue has been Growing with Strong Margins

Revenue ($ in millions)

EBITDA

(1)

($ in millions)

Margin

25.6%

24.6%

25.6%

19.9%

27.0%

Commissions

20.7%

25.2%

28.4%

40.5%

65.6%

23.9%

Other

Contingents

Commissions

Average (‘02-’06): 25.7%

Contingents

86.4%

17.1%

61.6%

94.3%

20.2%

10.6%

Other

19.3%

5.1%

29.4%

49.5%

28.3%

30.7%

____________________

Note: 2006E figures based on draft results provided by the Company.

(1)

Excludes impact of non-cash stock based compensation and Talbot earnout

compensation.

Total

24.6%

24.0%

30.2%

42.8%

61.7%

22.9%

Public Market Trading Perspective

$0.0

$100.0

$200.0

$300.0

$400.0

$500.0

$600.0

2001

2002

2003

2004

2005

2006E

$154.0

$220.0

$286.4

$355.1

$442.6

$543.9

Public Market Trading Perspective

Comparative Reported Total Revenue Growth

____________________

Source: Company filings.

Note: Financial data based on 12/31/06 for MMC, AOC, WSH, BRO, AJG, HRH and Maple Tree and 9/30/06 for USIH.

(1)

Excludes revenue from financial services segment.

Middle Market Brokers

Global Brokers

2.3%

(0.9%)

4.9%

10.8%

5.3%

7.1%

(0.4%)

9.6%

19.7%

21.8%

(10.0%)

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

5.0%

8.4%

9.9%

7.8%

5.7%

23.8%

26.1%

24.0%

30.2%

42.8%

(10.0%)

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

2002

2003

2004

2005

2006

Average

MMC

5.3%

10.8%

5.0%

(0.9%)

2.3%

4.5%

AOC

14.1%

11.7%

4.9%

(0.9%)

5.4%

7.0%

WSH

21.8%

19.7%

9.6%

(0.4%)

7.1%

11.6%

Mean

13.7%

14.1%

6.5%

(0.7%)

4.9%

7.7%

2002

2003

2004

2005

2006

Average

BRO

24.9%

20.9%

17.4%

21.5%

11.7%

19.3%

AJG

(1)

22.2%

15.4%

11.8%

8.4%

7.3%

13.0%

HRH

37.1%

24.5%

9.9%

8.8%

5.5%

17.1%

USIH

5.7%

7.8%

18.2%

26.1%

8.2%

13.2%

Maple Tree

42.8%

30.2%

24.0%

24.6%

22.9%

28.9%

Mean

26.5%

19.8%

16.3%

17.9%

11.1%

18.3%

Comparative Organic Revenue Growth

Middle Market Brokers

Global Brokers

(11%)

(3%)

(1%)

15%

18%

(15%)

(10%)

(5%)

10%

15%

20%

(1%)

11%

16%

(15%)

(10%)

(5%)

10%

15%

20%

____________________

Source: Company filings.

Note: Organic growth on commissions and fees, including the impact of foreign exchange, where applicable.

(1)

Based on total revenue for brokerage segment only.

(2)

Based on brokerage segment only.

(3)

2006 organic growth based on September 30, 2006 year to date.

(4)

Includes the impact foreign exchange.

2002

2003

2004

2005

2006

Average

MMC

(1)

15%

13%

(3%)

(11%)

AOC

(1)

(1%)

WSH

18%

15%

(1%)

Mean

14%

12%

(4%)

2002

2003

2004

2005

2006

Average

BRO

(3)

12%

AJG

(2)

16%

10%

HRH

(1%)

USIH

(3)

(1%)

Maple Tree

(4)

13%

11%

Mean

11%

Public Market Trading Perspective

Comparative EBITDA Margin

Middle Market Brokers

Global Brokers

15.9%

12.4%

15.0%

16.0%

13.0%

22.0%

22.3%

31.3%

32.2%

30.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

19.3%

19.5%

20.3%

21.4%

17.4%

39.5%

38.8%

38.3%

37.8%

36.1%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

____________________

Source: Company filings.

Note: Financial data based on 12/31/06 for MMC, AOC, WSH, BRO, AJG, HRH and Maple Tree and 9/30/06 for USIH. Excludes non-cash stock based compensation.

(1)

2006 EBITDA margin based on depreciation and amortization for the last twelve months ended 9/30/06 and includes non-cash stock based compensation.

(2)

2006 EBITDA margin based on non-cash stock based compensation for the last twelve months ended 9/30/06.

(3)

Excludes revenue and expenses from financial services segment.

(4)

Excludes Talbot earnout.

2002

2003

2004

2005

2006

Average

MMC

(1)

25.7%

25.4%

17.2%

12.4%

16.0%

19.4%

AOC

(2)

13.0%

16.0%

15.0%

14.6%

15.9%

14.9%

WSH

30.0%

32.2%

31.3%

22.3%

22.0%

27.6%

Mean

22.9%

24.5%

21.2%

16.5%

18.0%

20.6%

2002

2003

2004

2005

2006

Average

BRO

36.1%

37.8%

38.3%

38.8%

39.5%

38.1%

AJG

(3)

20.5%

21.6%

22.8%

19.5%

19.3%

20.8%

HRH

(2)

28.1%

29.0%

28.1%

26.8%

27.5%

27.9%

USIH

17.4%

21.4%

20.3%

20.6%

22.0%

20.3%

Maple Tree

(4)

25.6%

24.6%

25.6%

27.0%

25.7%

Mean

25.5%

27.1%

26.8%

26.3%

27.1%

26.6%

Public Market Trading Perspective

$34.82

$32.41

$35.07

$32.40

$32.04

$32.48

$29.79

$24.08

$41.46

$37.56

$42.63

$38.65

$39.44

$36.70

$33.63

$33.75

$20.00

$25.00

$30.00

$35.00

$40.00

$45.00

$50.00

52 Week

High / Low

Public Trading

Comparables

P/E

Public Trading

Comparables

EV/ EBITDA

Acquisition

Comparables

No Acquisition

Case

With Acquisitions

(Mgmt. Case)

No Acquisition

Case

With Acquisitions

(Mgmt. Case)

Valuation Analysis

Valuation Summary (US$)

Equity Value Per Share

____________________

Note: Market data as of 2/20/07.

(1)

Dotted

box

indicates

20%

change

control

premium

publicly

traded

comparables.

(2)

FirstCall

estimate.

(3)

Includes impact related to the 2006 time period prior to completion of acquisitions which were closed in 2006. Excludes non-cash stock based compensation, expense for Talbot

earnout

and investment income on unrestricted cash.

(4)

Based on 39.714 million basic shares outstanding, 2.015 million restricted share units, 0.814 million options with an exercise price of $15.67 and 0.106 million options with an

exercise price of $13.79. Assumes net debt of $67.2 million.

(5)

Includes full year pro forma impact of acquisitions announced in

2007. Reduced by earnings on $42.2 million of cash to be used in the acquisition.

Discount Rate:

10% –

12%

Terminal Value:

8.5x –

9.5x

(4)

Leverage of 6.77x

3/31/07E

LTM

Adjusted

EBITDA

(5)

2011 Exit EBITDA

Multiple Range of

9.0x –

11.0x

22%-25%

Equity

Returns

(3)(4)

9.0x –

11.0x

2006

Adj. EBITDA

of $157.7mm

(3)(4)

2007E GAAP EPS

15.5x –

17.5x

of $1.92

(2)

Metric /

Multiples /

Methodology

Discounted Cash Flow

Analysis

Leveraged Buyout

Analysis

Current

Price:

$33.45

Offer:

$40.00

Discount Rate:

11% –

13%

Terminal Value:

8.5x –

9.5x

(4)

20% premium

(1)

8.0x –

9.0x

2007E

EBITDA

of $179.8mm

(2)

Based on Actual Results and Wall Street Estimates

Based on Management Projections

Financial Projections –

With Acquisitions (Management Case)

($ in millions, except per share amounts)

____________________

Source: Maple Tree management estimates.

(1)

Includes expense relating to Talbot earnout

and other non-recurring items.

Projected

CAGR / Avg.

2006E

2007E

2008E

2009E

2010E

2011E

07E-'11E

Commission income

$437.1

$537.0

$610.4

$686.9

$766.3

$849.0

12.1%

Contingent commissions and volume overrides

41.7

51.1

54.8

58.9

62.9

67.4

7.2%

Other

14.1

20.0

21.4

23.3

26.1

30.2

10.8%

Acquired revenue

51.0

50.0

- -

Total revenue

$543.9

$658.1

$736.7

$819.1

$905.3

$996.6

10.9%

Total growth

22.9%

21.0%

11.9%

11.2%

10.5%

10.1%

12.9%

Organic growth

4.9%

5.4%

4.0%

4.3%

EBITDA

$146.9

$189.2

$217.3

$245.7

$276.1

$308.9

13.0%

EBITDA margin

27.0%

28.8%

29.5%

30.0%

30.5%

31.0%

30.0%

Net income

$50.9

$82.1

$97.0

$112.3

$128.7

$146.5

Net income adjustments

(1)

10.8

2.1

0.0

Adjusted net income

$61.7

$84.2

$97.0

$112.3

$128.7

$146.5

14.8%

Weighted average diluted shares (mm)

38.5

41.9

42.1

42.5

42.9

43.2

Adjusted EPS

$1.60

$2.01

$2.31

$2.64

$3.00

$3.39

14.0%

Cash net income

$74.4

$100.1

$114.5

$130.4

$147.3

$165.6

Expense margins (% of revenue)

Compensation

54.4%

54.3%

53.6%

53.2%

52.8%

52.5%

Selling

4.0%

3.8%

3.7%

3.6%

3.5%

3.4%

Occupancy

4.7%

4.5%

4.6%

4.7%

4.8%

4.9%

Administration

9.9%

8.6%

8.5%

8.4%

8.3%

8.2%

Total

73.0%

71.2%

70.5%

70.0%

69.5%

69.0%

Valuation Analysis

Financial Projections –

No Acquisition Case

($ in millions, except per share amounts)

____________________

Source: Maple Tree management estimates, excluding the impact of

projected acquisitions in 2008 and thereafter.

(1)

Includes expense relating to Talbot earnout

and other non-recurring items.

Projected

CAGR / Avg.

2006E

2007E

2008E

2009E

2010E

2011E

07E-'11E

Commission income

$437.1

$537.0

$610.4

$634.9

$660.2

$686.7

6.3%

Contingent commissions and volume overrides

41.7

51.1

50.7

50.8

51.5

0.2%

Other

14.1

20.0

23.0

27.8

33.0

39.0

18.2%

Acquired revenue

51.0

50.0

0.0

- -

Total revenue

$543.9

$658.1

$684.1

$713.4

$744.1

$777.1

4.2%

Total growth

22.9%

21.0%

4.0%

4.3%

4.4%

7.6%

Organic growth

4.9%

5.4%

4.0%

4.3%

EBITDA

$146.9

$189.2

$204.3

$216.6

$229.6

$240.9

6.2%

EBITDA margin

27.0%

28.8%

29.9%

30.4%

30.9%

31.0%

30.2%

Net income

$50.9

$82.1

$92.0

$99.9

$108.1

$114.9

Net income adjustments

(1)

10.8

2.1

0.0

Adjusted net income

$61.7

$84.2

$92.0

$99.9

$108.1

$114.9

8.1%

Weighted average diluted shares (mm)

38.5

41.9

42.1

42.4

42.8

43.1

Adjusted EPS

$1.60

$2.01

$2.19

$2.36

$2.53

$2.67

7.3%

Cash net income

$74.4

$100.1

$106.8

$113.2

$119.9

$125.5

Expense margins (% of revenue)

Compensation

54.4%

54.3%

53.4%

53.0%

52.6%

Selling

4.0%

3.8%

3.7%

3.6%

3.5%

3.4%

Occupancy

4.7%

4.5%

4.6%

4.7%

4.8%

4.9%

Administration

9.9%

8.6%

8.4%

8.3%

8.2%

8.1%

Total

73.0%

71.2%

70.1%

69.6%

69.1%

69.0%

Difference to acquisition case

Revenue

$0.0

($52.6)

($105.7)

($161.2)

($219.4)

Cumulative revenue

0.0

(52.6)

(158.3)

(319.5)

(538.9)

EBITDA

0.0

(13.0)

(29.2)

(46.5)

(68.0)

Cumulative EBITDA

0.0

(13.0)

(42.2)

(88.7)

(156.7)

Valuation Analysis

Valuation Analysis

Potential Projection “Opportunities”

and “Threats”

Projection Opportunities

Projection Threats

Acquisition pipeline remains robust, with approximately

$30 million of revenue acquired to date in 2007

The Company has announced 3 acquisitions in 2007,

representing revenue of approximately $30 million

Terms have been agreed for an additional acquisition,

representing revenue of approximately $18 million

There is approximately $150 million of revenue in the

acquisition pipeline

Pricing improvements in the insurance market will lead to

higher organic growth rates

Build out of producer informational tools and training to

increase sales productivity

Ability to driver higher organic revenue growth

Ability to expand foot print in selected geographic regions

(southwest and southeast)

Expand reinsurance brokerage business

Opportunity to further accelerate EBITDA margin

expansion through fold-in acquisitions

Pricing environment across property & casualty industry is

softening

Will require a higher level of new business sales to

maintain expected organic revenue growth of 4%

Increased pressure on contingent commissions which

are based on underwriting performance

Regulatory hangover from previous industry investigations

into illegal sales practices

Future structure and levels of contingent commissions as

part of broker compensation

Future margin expansion very dependent on overall

revenue growth to gain greater efficiencies

Availability of acquisition opportunities to support

acquired revenue assumptions

Ability to continue to price acquisitions at 5x-7x pro forma

EBITDA

Valuation Analysis

Public U.S. Market Premiums Paid in All-Cash Transactions

Premiums

between

$1.5bn

–

$2.5bn

(since

January

2002)

1-Day Prior Median Premiums

Date

Transaction

Premium (%)

Announced

Target Name

Acquiror Name

Value

1 Day

1 Week

1 Month

2/20/07

New River Pharmaceuticals Inc

Shire plc

$2,350

9.7%

17.0%

15.0%

1/29/07

First Republic Bank

Merrill Lynch Bank & Trust

1,700

43.6

42.7

40.7

1/16/07

Genesis HealthCare Corp

JER Partners; Formation Capital LLC (IBO)

1,741

19.2

33.5

31.5

1/8/07

United Surgical Partners International Inc

UNCN Acquisition Corp

1,672

13.4

9.5

13.7

12/20/06

John H Harland Co

M&F Worldwide Corp

1,629

18.6

19.5

22.3

12/19/06

Redback Networks Inc

Telefonaktiebolaget LM Ericsson

1,731

20.7

42.0

51.5

11/20/06

Oregon Steel Mills Inc

Evraz Group SA

2,398

7.3

9.9

20.6

11/16/06

Reader's Digest Association Inc

Ripplewood Holdings LLC

2,438

9.6

10.2

28.3

11/6/06

Per-Se Technologies Inc

McKesson Corp

1,870

14.5

17.8

18.2

10/31/06

Trammell Crow Co

CB Richard Ellis Group Inc

2,218

26.6

30.0

35.6

10/25/06

Yankee Candle Co Inc

Madison Dearborn Partners LLC

1,761

21.0

19.0

22.1

10/17/06

ICOS Corp

Eli Lilly & Co

2,391

18.0

21.0

30.9

10/2/06

Myogen Inc

Gilead Sciences Inc

2,242

49.7

49.2

54.4

8/21/06

Glenborough Realty Trust Inc

Morgan Stanley Real Estate Funds

1,781

8.1

11.4

20.4

8/10/06

FileNET Corp

International Business Machines Corp - IBM

1,514

1.0

4.0

28.1

7/14/06

Petco Animal Supplies Inc

Leonard Green & Partners LP; TPG

1,795

49.1

48.3

52.9

6/29/06

RSA Security Inc

EMC Corp

2,113

44.6

49.2

80.5

6/12/06

Texas Regional Bancshares Inc

Banco Bilbao Vizcaya Argentaria SA - BBVA

2,131

13.7

23.4

38.9

5/1/06

Aviall Inc

Boeing Co

2,028

27.3

27.6

27.2

4/26/06

Diagnostic Products Corp

Siemens AG

1,763

20.7

20.4

25.5

4/25/06

Northwestern Corp

Babcock & Brown Infrastructure Group

2,288

16.1

21.9

15.6

4/12/06

Sybron Dental Specialties Inc

Danaher Corp

2,103

12.6

9.7

24.4

3/13/06

Andrx Corp

Watson Pharmaceuticals Inc

1,841

15.8

22.8

40.1

3/6/06

Longview Fibre Co

Investor Group

1,876

35.1

36.6

34.9

1/18/06

Burlington Coat Factory Warehouse Corp

Bain Capital Inc

2,045

1.4

3.5

12.3

12/23/05

Tommy Hilfiger Corp

Apax Partners LP

1,548

5.0

1.1

(6.7)

12/14/05

Anteon International Corp

General Dynamics Corp

2,157

36.1

32.7

21.7

10/24/05

AMLI Residential Properties Trust

Morgan Stanley

2,100

20.7

21.4

19.0

9/19/05

Spinnaker Exploration Co

Norsk Hydro ASA

2,409

34.4

44.3

54.6

9/15/05

UICI

Management Group

1,747

19.0

17.1

15.0

8/4/05

Metris Companies Inc

HSBC Holdings plc

1,555

1.1

0.5

4.5

6/17/05

CRT Properties Inc

Investor Group

1,697

15.4

17.2

21.2

6/16/05

Vicuron Pharmaceuticals Inc

Pfizer Inc

1,771

84.2

78.6

69.2

4/21/05

Transkaryotic Therapies Inc

Shire Pharmaceuticals Group plc

1,554

21.6

38.1

65.6

1/31/05

Pulitzer Inc

Lee Enterprises Inc

1,507

1.7

(1.5)

(1.3)

11/3/04

Argosy Gaming Co

Penn National Gaming Inc

2,199

16.4

11.1

20.6

10/18/04

Select Medical Corp

EGL Acquisition Corp

2,300

26.6

27.8

39.4

7/22/04

AMC Entertainment Inc

Marquee Holdings Inc

2,020

13.6

35.9

26.7

6/3/04

NeighborCare Inc

Omnicare Inc

1,626

69.8

67.8

25.8

5/19/04

Alaris Medical Systems Inc

Cardinal Health Inc

2,034

18.4

11.6

20.7

5/18/04

Kroll Inc

Marsh & McLennan Companies Inc

1,741

32.4

32.9

29.8

5/3/04

Keystone Property Trust

ProLogis

1,536

17.0

14.2

(2.5)

6/9/03

Veridian Corp

General Dynamics Corp

1,501

28.0

30.8

46.0

5/29/03

Chateau Communities Inc

Hometown America LLC

2,081

16.3

16.7

37.3

4/1/03

Clayton Homes Inc

Berkshire Hathaway Inc

1,711

13.2

9.9

11.0

10/14/02

Quintiles Transnational Corp

Pharma Services Co

1,650

35.4

39.1

14.8

4/13/02

Nortek Inc

Kelso & Co LP

1,613

(3.1)

6.9

6.3

1/21/02

Gaylord Container Corp

Temple-Inland Inc

1,798

33.0

46.3

30.0

Mean

22.4%

25.0%

28.2%

Median

18.5

21.2

25.7

1-Week Prior Median Premiums

Average (all years): 22.4%

Average (all years): 25.0%

____________________

Source: Securities Data Corporation, as of 1/22/07.

18.4%

19.9%

18.0%

16.3%

10.0%

12.0%

14.0%

16.0%

18.0%

20.0%

22.0%

2004

2005

2006

YTD 2007

25.3%

21.0%

19.3%

27.8%

10.0%

14.0%

18.0%

22.0%

26.0%

30.0%

2004

2005

2006

YTD 2007

# of Transactions:

Valuation Analysis

Comparison to Leveraged Buyout of USI Holdings

____________________

Note:

USIH EBITDA and net income estimates based on Wallstreet

research.

(1)

Based on 58.404 million basic shares outstanding.

(2)

Based on 1.214 million non-vested share awards and 5.813 million options with a weighted average exercise price of $11.15.

(3)

Stated transaction value from press release dated 1/16/07.

(4)

2006 organic growth based on September 30, 2006 year to date.

(5)

Includes the impact of foreign exchange.

(6)

Excludes non-cash stock based compensation.

(7)

Excludes Talbot earnout

and investment income on unrestricted cash, where applicable.

(8)

Includes impact related to the 2006 time period prior to completion of acquisitions which were closed in 2006 based on public disclosure; excludes non-cash compensation.

(9)

Includes $15.0 million in EBITDA related to the 2006 time period

prior to completion of acquisitions closed in 2006.

(10)

10/24/06 used as date for 1-day prior premium, and 9/25/06 used as date for 1-month prior premium.

(11)

2/20/07 used as date for 1-day prior premium, and 1/20/07 used as date for 1-month prior premium.

Multiples ($ in millions)

Summary ($ in millions, except per share amts)

Comparative Operating Metrics

On October 24th, 2006 at close of business USI announced that it had

received an indication of interest from an unnamed private equity firm to

acquire the company

USI formed a special committee of the Board and ran an auction process

On January 16th, 2007, USI announced it had entered into a definitive

merger agreement to be acquired by Goldman Sachs Capital Partners for

$17.00 per share

Equity value at $17.00 per share

(1)

$992.9

Plus: Net effect of dilutive securities

(2)

54.6

Fully diluted equity value

$1,047.5

Plus: Implied net debt

352.5

Enterprise value

(3)

$1,400.0

2002

2003

2004

2005

2006

Average

Total Revenue Growth

USIH

5.7%

7.8%

18.2%

26.1%

8.2%

13.2%

Maple Tree

42.8%

30.2%

24.0%

24.6%

22.9%

28.9%

Organic Revenue Growth

USIH

(4)

(1%)

Maple Tree

(5)

13%

11%

EBITDA Margin

(6)

USIH

17.4%

21.4%

20.3%

20.6%

22.0%

20.3%

Maple Tree

(7)

25.6%

24.6%

25.6%

27.0%

25.7%

USI

Maple Tree

Multiple

Implied

Amount

(6)

at $17.00

Amount

(6)(7)

at $40.00

Price by USI

2006E EBITDA

$119.5

11.7x

$142.7

12.3x

$37.97

2006E Adjusted EBITDA

134.3

10.4

157.7

11.2

37.30

2007E EBITDA

138.9

10.1

185.2

9.5

42.51

2006E Net Income

$32.0

32.8x

$61.7

27.4x

47.71

2007E Net Income

40.9

25.6

84.2

20.1

50.86

% Premium

1-Day Prior

15.0%

19.6%

38.47

1-Month Prior

23.7%

28.9%

41.39

(8)

(9)

(10)

(11)

Valuation Analysis

With Acquisitions (Management Case) ($ in millions, except per share amounts)

Discounted Cash Flows Analysis

No Acquisition Case ($ in millions, except per share amounts)

____________________

(1)

Includes $15.0 million in EBITDA related to the 2006 time period

prior to completion of acquisitions closed in 2006. Excludes non-cash stock based compensation, expense for Talbot

earnout

and investment income on unrestricted cash.

(2)

Based on net debt of $67.2 million as of 12/31/06 ($166.4 million of debt less $99.2 million of cash).

(3)

Based on 39.714 million basic shares outstanding, 2.015 million restricted share units, 0.814 million options with an exercise price of $15.67 and 0.106 million options with an

exercise price of $13.79.

Enterprise Value

8.5x

9.0x

9.5x

$1,689.7

$1,780.3

$1,870.9

1,617.2

1,703.8

1,790.5

1,548.5

1,631.3

1,714.2

Enterprise Value as a Multiple

of 2006E Adjusted EBITDA

(1)

10.7x

11.3x

11.9x

10.3x

10.8x

11.4x

9.8x

10.3x

10.9x

Equity Value

Per Diluted Share

(3)

$38.38

$40.50

$42.63

36.68

38.71

40.74

35.07

37.01

38.95

Total Diluted Equity Value

(2)

8.5x

9.0x

9.5x

$1,622.5

$1,713.1

$1,803.7

1,550.0

1,636.6

1,723.2

1,481.3

1,564.1

1,647.0

WACC

11.0%

12.0%

13.0%

Enterprise Value

8.5x

9.0x

9.5x

$1,559.9

$1,630.7

$1,701.5

1,495.8

1,563.5

1,631.2

1,435.0

1,499.7

1,564.4

Enterprise Value as a Multiple

of 2006E Adjusted EBITDA

(1)

9.9x

10.3x

10.8x

9.5x

9.9x

10.3x

9.1x

9.5x

9.9x

Equity Value

Per Diluted Share

(3)

$35.33

$36.99

$38.65

33.83

35.42

37.00

32.40

33.92

35.44

Total Diluted Equity Value

(2)

8.5x

9.0x

9.5x

$1,492.7

$1,563.5

$1,634.3

1,428.6

1,496.3

1,563.9

1,367.8

1,432.5

1,497.2

WACC

10.0%

11.0%

12.0%

4/28/06:

Acquires

assets of Hirsch

Wolf & Co.

4/27/06:

Beats

1Q’06 earnings

estimates by $0.04

cents

Appendix

Historical Stock Price Performance (US$)

____________________

Source: FactSet and news releases.

5/15/06:

Acquires

Westar Insurance

Managers

5/19/06:

Prices

secondary offering

at $26.25

7/5/06:

Acquires

AssurConseil

7/7/06:

Acquires

Fortun Insurance

Agency

7/27/06:

Misses

2Q’06 earning

estimates by $0.01

cent

8/2/06:

Acquires

Post & Kurtz

10/3/06:

Acquires

Kaufman & Kaufman

Insurance

10/26/06:

CEO discloses new

responsibilities among

executive management team

Misses 3Q’06 earning

estimates by $0.02 cents

11/13/06:

Names

new CFO

12/19/06:

Acquires

Bart Proud Insurance

2/14/07:

Acquires

Hibernia Insurance

Agency

10/25/06:

USI receives bid

from private equity firm.

Special Committee is formed

1/16/07:

USI to be acquired

by GS Capital Partners

% change

Maple Tree

S&P 500

1 week

0.8%

1.1%

1 month

7.8%

2.0%

YTD 2007

6.6%

2.9%

1 year

23.4%

13.4%

$24.00

$26.00

$28.00

$30.00

$32.00

$34.00

2/20/06

4/13/06

6/4/06

7/26/06

9/16/06

11/7/06

12/29/06

2/20/07

Historical Financial Performance

____________________

(1)

Based on draft results provided by the Company.

(2)

Excludes Talbot earnout

compensation and non-cash stock based compensation.

($ in millions)

Nine Months

Year Ending December 31,

Ending September 30,

2001

2002

2003

2004

2005

2006

2006E

(1)

Commission income

$143.1

$201.0

$258.1

$323.2

$389.9

$283.3

$353.6

$483.2

Contingent commissions and volume overrides

5.9

11.5

18.5

21.7

40.5

35.8

41.5

44.7

Other

5.0

7.5

9.7

10.2

12.2

9.4

11.5

15.9

Total revenue

$154.0

$220.0

$286.4

$355.1

$442.6

$328.5

$406.6

$543.9

% change

61.7%

42.8%

30.2%

24.0%

24.6%

29.5%

23.8%

22.9%

Operating expenses

Compensation

(2)

$88.0

$118.7

$156.3

$195.7

$246.3

$181.2

$220.4

$296.0

Selling, occupancy and administration

35.3

44.9

56.6

71.9

82.8

60.3

73.7

101.1

Total expenses

$123.3

$163.6

$212.9

$267.7

$329.1

$241.5

$294.0

$397.0

% change

61.2%

32.7%

30.2%

25.7%

23.0%

28.0%

21.8%

20.6%

EBITDA

$30.7

$56.4

$73.4

$87.4

$113.5

$87.0

$112.6

$146.9

EBITDA margin

19.9%

25.6%

24.6%

25.6%

26.5%

27.7%

27.0%

Depreciation and amortization

$8.9

$7.2

$9.5

$12.7

$17.1

$12.0

$20.9

$30.0

Interest expense

7.4

7.3

5.2

7.4

10.7

7.6

9.7

12.3

Talbot earnout

0.0

14.4

28.7

23.5

9.9

12.2

Non-cash compensation

0.0

1.1

4.8

6.5

7.2

5.3

4.9

6.6

Other expense (income)

(0.9)

(2.9)

(1.4)

0.7

(6.9)

(6.6)

(0.9)

(0.6)

Total other expenses

$15.4

$12.7

$18.1

$41.7

$56.7

$41.9

$44.5

$60.3

Earnings before tax

$15.3

$43.7

$55.4

$45.8

$56.7

$45.1

$68.0

$86.6

Income taxes

5.3

14.3

18.8

20.0

31.0

25.0

28.2

35.7

Net income from continuing operations

$10.0

$29.4

$36.5

$25.8

$25.7

$20.1

$39.8

$50.9

Net earnings (loss) from discontinued operations

0.5

(0.0)

(0.1)

0.1

Net earnings

$10.0

$29.4

$36.5

$26.2

$25.7

$20.0

$39.9

$50.9

Weighted average diluted shares

20.1

30.2

33.8

35.3

36.6

36.7

38.3

38.5

Diluted EPS (total operations)

$0.49

$0.96

$1.14

$0.80

$0.76

$0.59

$1.07

$1.35

Balance Sheet Items

Cash and equivalents (unrestricted)

$27.0

$40.6

$82.1

$98.2

$70.1

$122.4

$109.7

$99.2

Trust cash (restricted)

50.4

53.6

54.5

71.7

113.3

64.1

85.5

112.2

Corporate debt

80.3

72.0

78.8

151.8

140.3

149.9

147.9

144.6

Convertible debentures

61.6

35.0

Shareholders' equity

135.3

284.3

342.8

381.8

419.9

411.3

647.2

659.2

Appendix

Summary Financial Projections –

Free Cash Flow

With Acquisitions (Management Case) ($ in millions)

No Acquisition Case ($ in millions)

Projected

CAGR / Avg.

2007E

2008E

2009E

2010E

2011E

07E-'11E

Total revenue (including inv. Income)

$658.1

$736.7

$818.7

$904.0

$992.9

10.8%

Total growth

13.9%

12.0%

11.1%

10.4%

9.8%

11.5%

Organic growth (incl. in total)

5.4%

4.0%

4.3%

EBITDA

$189.2

$217.4

$245.3

$274.8

$305.3

12.7%

EBITDA margin

28.8%

29.5%

30.0%

30.4%

30.7%

29.9%

Free cash flow

Pre-tax income

$131.4

$155.2

$179.2

$204.5

$230.7

Less: Income taxes (cash)

(49.3)

(58.2)

(67.2)

(76.7)

(86.5)

Plus: Depreciation and amortization

37.0

41.6

44.6

47.7

51.0

Plus: Non-cash compensation and Talbot earnout

8.9

8.7

9.6

10.7

11.7

Plus: Change in working capital

(2.7)

(2.0)

(2.1)

(2.2)

(2.3)

Less: Capital expenditures

(14.5)

(15.5)

(16.4)

(18.1)

(19.9)

Less: Cash earnout payments

(18.2)

(11.0)

(18.3)

(1.8)

(0.3)

Less: Cash used in acquisitions

(82.7)

(96.1)

(95.9)

(95.7)

(95.8)

Free cash flow

$10.0

$22.7

$33.6

$68.5

$88.7

Cumulative free cash flow

$10.0

$32.7

$66.3

$134.8

$223.4

Projected

CAGR / Avg.

2007E

2008E

2009E

2010E

2011E

07E-'11E

Total revenue (including inv. Income)

$658.1

$684.1

$709.4

$736.1

$764.3

3.8%

Total growth

13.9%

4.0%

3.7%

3.8%

5.8%

Organic growth (incl. in total)

5.4%

4.0%

4.3%

EBITDA

$189.2

$204.3

$212.6

$221.6

$228.1

4.8%

EBITDA margin

28.8%

29.9%

30.0%

30.1%

29.8%

29.7%

Free cash flow

Pre-tax income

$131.4

$147.3

$155.9

$165.0

$171.0

Less: Income taxes (cash)

(49.3)

(55.2)

(58.5)

(61.9)

(64.1)

Plus: Depreciation and amortization

37.0

37.1

36.4

36.0

36.1

Plus: Non-cash compensation and Talbot earnout

8.9

8.1

8.4

8.8

9.1

Plus: Change in working capital

(2.7)

(0.6)

(0.7)

Less: Capital expenditures

(14.5)

(14.4)

(14.3)

(14.9)

(15.5)

Less: Cash earnout payments

(18.2)

(11.0)

(18.3)

(1.8)

(0.3)

Less: Cash used in acquisitions

(82.7)

0.0

Free cash flow

$10.0

$111.2

$109.0

$130.5

$135.5

Cumulative free cash flow

$10.0

$121.2

$230.2

$360.7

$496.3

Appendix

Discounted

Cash

Flows

Analysis

–

With

Acquisitions

(Management

Case)

($ in millions)

Appendix

____________________

(1)

Present value calculated as of 12/31/06.

(2)

Discounted 5 years based on 2011E EBITDA of $305.3 million.

(3)

Based on net debt of $67.2 million as of 12/31/06 ($166.4 million of debt less $99.2 million of cash).

(4)

Includes $15.0 million in EBITDA related to the 2006 time period

prior to completion of acquisitions closed in 2006. Excludes non-cash stock based compensation, expense for Talbot

earnout

and investment income on unrestricted cash.

(5)

Based on 39.714 million basic shares outstanding, 2.015 million restricted share units, 0.814 million options with an exercise price of $15.67 and 0.106 million options with an

exercise price of $13.79.

(6)

Excludes expense for Talbot earnout.

Every 1 point annual change in organic growth has a value of approximately $1.23

to $1.48 per diluted share

Every 1 point annual change in EBITDA margin has a value of approximately

$1.40 to $1.66 per diluted share

Discounted

(1)

PV of Terminal Value as a

Cash Flows

Multiple of 2011E EBITDA

(2)

Enterprise Value

Total Diluted Equity Value

(3)

WACC

(2007E-2011E)

8.5x

9.0x

9.5x

8.5x

9.0x

9.5x

8.5x

9.0x

9.5x

11.0%

$149.7

$1,540.0

$1,630.6

$1,721.2

$1,689.7

$1,780.3

$1,870.9

$1,622.5

$1,713.1

$1,803.7

12.0%

144.8

1,472.5

1,559.1

1,645.7

1,617.2

1,703.8

1,790.5

1,550.0

1,636.6

1,723.2

13.0%

140.0

1,408.4

1,491.3

1,574.1

1,548.5

1,631.3

1,714.2

1,481.3

1,564.1

1,647.0

Enterprise Value as a

Multiple of 2006E EBITDA

(4)

Equity Value Per Diluted Share

(5)

10.7x

11.3x

11.9x

$38.38

$40.50

$42.63

10.3x

10.8x

11.4x

36.68

38.71

40.74

9.8x

10.3x

10.9x

35.07

37.01

38.95

Price/2007E EPS

(6)

19.3x

20.3x

21.4x

18.4x

19.4x

20.5x

17.6x

18.6x

19.6x

Discounted Cash Flows Analysis –

No Acquisition Case

Appendix

($ in millions)

Every 1 point annual change in organic growth has a value of approximately $1.14

to $1.37 per diluted share

Every 1 point annual change in EBITDA margin has a value of approximately $1.14

to $1.35 per diluted share

____________________

(1)

Present value calculated as of 12/31/06.

(2)

Discounted 5 years based on 2011E EBITDA of $228.1 million.

(3)

Based on net debt of $67.2 million as of 12/31/06 ($166.4 million of debt less $99.2 million of cash).

(4)

Includes $15.0 million in EBITDA related to the 2006 time period

prior to completion of acquisitions closed in 2006. Excludes non-cash stock based compensation, expense for Talbot

earnout

and investment income on unrestricted cash.

(5)

Based on 39.714 million basic shares outstanding, 2.015 million restricted share units, 0.814 million options with an exercise price of $15.67 and 0.106 million options with an

exercise price of $13.79.

(6)

Excludes expense for Talbot earnout.

Discounted

(1)

PV of Terminal Value as a

Cash Flows

Multiple of 2011E EBITDA

(2)

Enterprise Value

Total Diluted Equity Value

(3)

WACC

(2007E-2011E)

8.5x

9.0x

9.5x

8.5x

9.0x

9.5x

8.5x

9.0x

9.5x

10.0%

$356.2

$1,203.7

$1,274.5

$1,345.3

$1,559.9

$1,630.7

$1,701.5

$1,492.7

$1,563.5

$1,634.3

11.0%

345.4

1,150.4

1,218.1

1,285.8

1,495.8

1,563.5

1,631.2

1,428.6

1,496.3

1,563.9

12.0%

335.0

1,100.0

1,164.7

1,229.4

1,435.0

1,499.7

1,564.4

1,367.8

1,432.5

1,497.2

Enterprise Value as a

Multiple of 2006E EBITDA

(4)

Equity Value Per Diluted Share

(5)

9.9x

10.3x

10.8x

$35.33

$36.99

$38.65

9.5x

9.9x

10.3x

33.83

35.42

37.00

9.1x

9.5x

9.9x

32.40

33.92

35.44

Price/2007E EPS

(6)

17.7x

18.6x

19.4x

17.0x

17.8x

18.6x

16.2x

17.0x

17.8x

Leveraged Buyout Analysis –

With Acquisitions (Management Case)

($ in millions)

____________________

(1)

Includes $35.5 million in revenue and $15.0 million in EBITDA related to the 2006 time period prior to completion of acquisitions closed in 2006.

(2)

Excludes non-cash stock based compensation, expense for Talbot earnout

and investment income on unrestricted cash.

(3)

2006E EBITDA reduced by earnings on $42.2 million of cash to be used in the acquisition.

(4)

Includes impact of 10% management warrants.

Enterprise Value and Multiple Analysis

Sources and Uses

Offer price per share

Sources

Lvg.

Premium to current price ($33.45)

Unrestricted cash

$42.2

2.2%

Fully diluted equity value

Term loan B

3.4x

595.0

30.6%

Enterprise value

Senior unsecured notes

2.0x

340.0

17.5%

Senior subordinated notes

1.4x

250.0

12.9%

Enterprise value as a multiple of:

Sponsor/mgmt. equity

715.0

36.8%

2006E Revenue

Total sources

6.8x

$1,942.2

100.0%

2006E Adjusted revenue

(1)

2006E EBITDA

(2)

Uses

2006E Adjusted EBITDA

(1)(2)

Fully diluted equity purchase price

$1,691.7

87.1%

2007E EBITDA

(2)

Refinance debt

144.6

7.4%

Talbot earnout

21.8

1.1%

Fees

84.1

4.3%

Credit Statistics

Total uses

$1,942.2

100.0%

2006E

2007E

2008E

2009E

2010E

2011E

Returns on Equity (EOY 5)

(4)

EBITDA

(1)(2)(3)

$160.2

$188.7

$216.8

$244.9

$274.8

$306.8

EBITDA/interest

1.5x

1.8x

2.0x

2.3x

2.5x

2.9x

Exit Multiple (EV/EBITDA)

9.0x

10.0x

11.0x

Total debt/EBITDA

7.4x

6.5x

5.7x

5.1x

4.5x

3.9x

Enterprise value

$2,760.9

$3,067.6

$3,374.4

Bank debt/EBITDA

3.7x

3.1x

2.6x

2.2x

1.7x

1.2x

Diluted equity value

1,710.5

2,017.3

2,324.1

Cum. Bank debt paydown

- -

0.9%

5.1%

11.0%

22.9%

38.7%

Net value of equity

1,539.5

1,815.6

2,091.7

Equity return

16.6%

20.5%

23.9%

Multiple of initial investment

2.2x

2.5x

2.9x

Borrowing Rates

Revolving credit facility

L+ 2.50%

Term loan B

L+ 2.50%

Senior unsecured notes

9.25%

Senior subordinated notes

10.75%

$40.00

Multiple

$1,758.9

$1,691.7

19.6%

157.7

185.2

3.2x

3.0x

12.3x

11.2x

9.5x

Value

$543.9

579.4

142.7

Appendix

Leveraged Buyout Analysis –

No Acquisition Case

($ in millions)

____________________

(1)

Includes $35.5 million in revenue and $15.0 million in EBITDA related to the 2006 time period prior to completion of acquisitions closed in 2006.

(2)

Excludes non-cash stock based compensation, expense for Talbot earnout

and investment income on unrestricted cash.

(3)

2006E EBITDA reduced by earnings on $42.2 million of cash to be used in the acquisition.

(4)

Includes impact of 10% management warrants.

Enterprise Value and Multiple Analysis

Sources and Uses

Offer price per share

Sources

Lvg.

Premium to current price ($33.45)

Unrestricted cash

$42.2

2.2%

Fully diluted equity value

Term loan B

3.4x

595.0

30.6%

Enterprise value

Senior unsecured notes

2.0x

340.0

17.5%

Senior subordinated notes

1.4x

250.0

12.9%

Enterprise value as a multiple of:

Sponsor/mgmt. equity

715.0

36.8%

2006E Revenue

Total sources

6.8x

$1,942.2

100.0%

2006E Adjusted revenue

(1)

2006E EBITDA

(2)

Uses

2006E Adjusted EBITDA

(1)(2)

Fully diluted equity purchase price

$1,691.7

87.1%

2007E EBITDA

(2)

Refinance debt

144.6

7.4%

Talbot earnout

21.8

1.1%

Fees

84.1

4.3%

Credit Statistics

Total uses

$1,942.2

100.0%

2006E

2007E

2008E

2009E

2010E

2011E

Returns on Equity (EOY 5)

(4)

EBITDA

(1)(2)(3)

$160.2

$188.7

$203.2

$214.2

$225.8

$235.5

EBITDA/interest

1.5x

1.8x

2.0x

2.2x

2.4x

2.8x

Exit Multiple (EV/EBITDA)

9.0x

10.0x

11.0x

Total debt/EBITDA

7.4x

6.5x

5.7x

5.1x

4.4x

3.7x

Enterprise value

$2,119.2

$2,354.7

$2,590.1

Bank debt/EBITDA

3.7x

3.1x

2.6x

2.1x

1.6x

1.0x

Diluted equity value

1,380.2

1,615.7

1,851.2

Cum. Bank debt paydown

- -

0.9%

12.2%

24.0%

40.4%

59.0%

Net value of equity

1,242.2

1,454.1

1,666.1

Equity return

11.7%

15.3%

18.4%

Multiple of initial investment

1.7x

2.0x

2.3x

Borrowing Rates

Revolving credit facility

L+ 2.50%

Term loan B

L+ 2.50%

Senior unsecured notes

9.25%

Senior subordinated notes

10.75%

$40.00

Multiple

$1,758.9

$1,691.7

19.6%

157.7

185.2

3.2x

3.0x

12.3x

11.2x

9.5x

Value

$543.9

579.4

142.7

Appendix

Ownership Profile

____________________

Source: FactSet

and Maple Tree.

(1)

Includes all restricted stock units and options granted, regardless if exercisable.

(2)

Reflects total shares owned by Fairfax controlled entities.

Appendix

% of Diluted

Institutional Ownership

Insider Ownership

(1)

Lord Abbett

& Co. LLC

2,195,377

5.2%

Fairfax Financial Holdings Ltd.

10,325,428

24.5%

Wasatch Advisors, Inc.

2,156,940

5.1

Martin Hughes

641,689

1.5

Artisan Partners LP

1,370,000

3.2

Bruce Guthart

479,161

1.1

T. Rowe Price Associates, Inc. (MD)

1,272,800

3.0

Richard Gulliver

443,903

1.1

Trusco

Capital Management, Inc.

800,187

1.9

Harles

Burnham

302,471

0.7

Eagle Asset Management, Inc.

756,870

1.8

Lawrence Lineker

218,407

0.5

Munder

Capital Management/World Asset Management

722,455

1.7

Craig Barton

195,907

0.5

Investment Counselors of Maryland LLC

684,900

1.6

Chad Robertson

201,175

0.5

TCW Asset Management Co.

640,647

1.5

Dale Kaufman

215,434

0.5

Cardinal Capital Management LLC

640,270

1.5

Other

3,850,587

9.1

Pzena

Investment Management LLC

506,189

1.2

Total Insiders

16,874,161

40.0%

Putnam Investment Management, Inc.

462,260

1.1

Other/Retail

5,990,702

14.2

Amber Capital LP

440,200

1.0

Total Shares

42,223,108

100.0%

Royce & Associates LLC

410,600

1.0

Endeavour Capital Advisors, Inc.

377,217

0.9

Friess

Associates LLC

369,300

0.9

Kalmar

Investments, Inc.

366,560

0.9

F&C Asset Management Plc (Investment)

340,870

0.8

Silvercrest

Asset Management Group LLC

335,464

0.8

Turner Investment Partners, Inc.

315,250

0.7

Total -

Top 20 Institutions

15,164,356

35.9%

Other Institutional Holders

4,193,889

9.9

Total Institutional

19,358,245

45.8%

Institutional

45.8%

Other/Retail

16.4%

Fairfax/ Insiders

40.0%

(2)

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