09:26     USI (U SUCCESS)<00369> - Announcement (2)                           

    letter from an independent financial adviser and a letter from the        
    independent board committee formed to consider the Scheme) will be        
    despatched to shareholders as soon as possible.                           
                                                                              
    The Company will disclose in the next and each successive reports of the  
     Company (until the end of the Scheme) any awards granted and any         
    vesting of awards under the Scheme, including the market value of the     
    Shares in relation to which awards are granted at the date of grant,      
    accounting treatments and any dilutive effect (had the Shares been        
    issued at their market value at the date of grant), with separate         
    disclosure on the impact on the Company's employee costs based on the     
    market value of the Shares in relation to which awards are granted as at  
     the date of grant.                                                       
                                                                              
    DEFINITIONS                                                               
                                                                              
    In this announcement, the following expressions have the following        
    meanings:                                                                 
                                                                              
    "Board" or "Directors"   the directors of the Company                     
                                                                              
    "Company"   USI Holdings Limited, an exempted company incorporated in     
    Bermuda, the shares of which are listed on the main board of The Stock    
    Exchange of Hong Kong Limited                                             
                                                                              
    "Group"   the Company and its subsidiaries                                
                                                                              
    "HK$"   Hong Kong dollars                                                 
                                                                              
    "Independent Shareholders"   shareholders of the Company other than       
    those precluded by the Listing Rules from voting at the general meeting   
    of the Company which will consider whether to approve the Scheme          
                                                                              
    "Listing Rules"   The Rules Governing the Listing of Securities on The    
    Stock Exchange of Hong Kong Limited                                       
                                                                              
    "Scheme"   the employee share incentive scheme proposed to be adopted by  
     the Company                                                              
                                                                              
    "Share(s)"   share(s) of HK$0.50 each of the Company                      
                                                                              
    By Order of the Board                                                     
    USI HOLDINGS LIMITED                                                      
    Au Hing Lun, Dennis                                                       
    Executive Director and Company Secretary                                  
                                                                              
    Hong Kong, 21 April 2005                                                  
                                                                              
    Members of the Board                                                      
                                                                              
    Executive Directors: Cheng Wai Chee, Christopher, Cheng Wai Sun, Edward,  
     Cheng Man Piu, Francis, Ng Tak Wai, Frederick and Au Hing Lun, Dennis.   
                                                                              
    Non-executive Directors: Cheng Wai Keung, Kwok Ping Luen, Raymond, Wong   
    Yick Kam, Michael, Hong Pak Cheung, William, Simon Murray#, Fang Hung,    
    Kenneth# and Yeung Kit Shing, Jackson#.                                   
                                                                              
    #  independent non-executive directors