Exhibit 10.1


 


AMENDMENT # 6 TO

AGREEMENT AMONG THE ATTORNEY GENERAL OF THE STATE OF

NEW YORK, THE SUPERINTENDENT OF INSURANCE OF THE STATE OF

NEW YORK, THE ATTORNEY GENERAL OF THE STATE OF

CONNECTICUT, THE ILLINOIS ATTORNEY GENERAL, THE DIRECTOR OF

THE DIVISION OF INSURANCE, ILLINOIS DEPARTMENT OF FINANCIAL

AND PROFESSIONAL REGULATION, AND AON CORPORATION AND ITS

SUBSIDIARIES AND AFFILIATES (COLLECTIVELY “Aon”) DATED MARCH

4, 2005 (hereinafter, the “Settlement Agreement”)


 


WHEREAS,
the parties recognize that Aon from time to time has competitive interests in
acquiring brokerage companies; and


 


WHEREAS,
the parties recognize that most of these brokerage companies continue to accept
forms of Compensation prohibited by the Settlement Agreement; and


 


WHEREAS,
the parties have agreed that permitting Aon to make such acquisitions will
enable Aon to transition the regional and local brokerage companies from their
current Compensation practices to the transparent, clear, and conflict-free
Compensation practices agreed in this Settlement Agreement is in the best
interests of insurance consumers; and


 


WHEREAS,
the parties have agreed to amend the Settlement Agreement to permit Aon to
phase-out prohibited Compensation from acquired entities over an orderly and
efficient period, consistent with the terms and conditions of this Amendment;


 


NOW,
THEREFORE, the parties hereby agree that the Settlement Agreement shall be
clarified and amended as follows:


 


1.                                       Paragraph 8 of the Settlement Agreement is
hereby amended, such that the first and second sentences shall be amended to
read as follows:


 


“Subject
to Paragraph 10.2, in connection with its insurance brokerage, agency,
producing, consulting and other services in placing, renewing, consulting on or
servicing any insurance policy, Aon shall accept only: a specific fee to be
paid by the client; a specific percentage commission on premium to be paid by
the insurer set at the time of purchase, renewal, placement or servicing of the
insurance policy; a specific fee for service(s) to be paid by the insurer
set at the time of purchase, renewal, placement or servicing of the insurance
policy; or a combination of fee and commission. Aon shall accept no such
commissions or fees unless, before the binding of any such policy, or provision
of any such service: (a) Aon in plain, unambiguous written language fully
discloses such commissions or fees in either dollars or percentage amounts, and
the specific nature of each service for which fees are to be received; and (b) the
U.S. client consents in writing.”


 


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2.                                       Paragraph 10 shall be renumbered 10.1.


 


3.                                       A new Paragraph 10.2 shall be inserted into
the Settlement Agreement reading:


 


“Notwithstanding
the preceding paragraph, in the event Aon acquires a controlling share in an
insurance brokerage firm, partnership or company (“acquired company”) that
currently is not prohibited from accepting Contingent Compensation, Aon shall
not be in violation of this Settlement Agreement if Aon (a) transitions the
acquired company so that the acquired company no longer accepts Contingent
Compensation on business placed on behalf of existing clients no later than
three years after the effective date of the acquisition; (b) prohibits the
acquired company from accepting Contingent Compensation on (i) any
business placed on behalf of existing clients for which the acquired company
was not receiving Contingent Compensation on the effective date of the
acquisition, and (ii) all business placed on behalf of any new clients
produced on and after the effective date of the acquisition; (c) clearly
identifies to the acquired company’s existing clients the form and basis of
Compensation accepted by the acquired company during the transition period, and
gets consent from the U.S. client to keep all Compensation at the first renewal
of each policy consistent with the procedures outlined in Paragraph 15; (d) makes
the acquired company subject to all of the other Business Reforms agreed in the
Settlement Agreement within 180 days of the acquisition, or at the later
renewal of each policy if compliance cannot be completed with regard to that
policy within the 180 day period; and (e) informs the Illinois Division of
Insurance and the New York State Insurance Department of the status of the
implementation of Business Reforms every 90 days after the acquisition until
all existing clients have renewed or implementation is completed, whichever is
sooner. For purposes of this paragraph, “existing client” is an insurance
client of the acquired company for which an insurance policy or product
produced by the acquired company is in effect on the effective date of the
acquisition; “new client” is any client of the acquired company other than an
existing client. It is the intention of the parties that the purpose of this
Paragraph is to bring any company acquired by Aon into compliance with the
Compensation practices agreed to in this Settlement Agreement in as orderly
fashion as possible; nothing in this Paragraph shall be used or be construed to
otherwise circumvent the requirements of this Settlement Agreement.”


 


4.                                       A new Paragraph 10.3 shall be inserted into
the Settlement Agreement reading:


 


“If
Aon acquires a company, and elects to continue to accept Contingent
Compensation during the transition period in accordance with Paragraph 10.2.
above, then Aon shall modify its website and all other public pronouncements regarding
the Compensation it receives from insurers to clearly disclose (a) that it
accepts Contingent Compensation with respect to policies of existing clients of
acquired companies during a three-year transition period after the acquisition;
and (b) the names and locations, including branch offices, of those acquired
companies, together with the respective dates that the transition periods end.


 


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5.                                       Paragraph 15 of the Settlement Agreement is
hereby amended by adding the following sentence to the end of the Paragraph:


 


“To
the extent any Contingent Compensation received during the period permitted by
Paragraph 10.2 cannot be defined with certainty prior to binding, Aon will describe
the methods of determining and the best estimated amount of such compensation
in as reasonable detail as possible and will comply with the remaining requirements
of this Paragraph.”


 


6.                                  Other than as amended above, the Settlement
Agreement shall remain in full force and effect.


 


7.                                  All references in the Settlement Agreement
shall be deemed to include this Amendment.


 


8.                                  This Amendment may be executed in counterparts.


 


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WHEREFORE,
the following signatures are affixed hereto on this 3rd day of June,
2008.


 


 


	
  Honorable
  Andrew Cuomo

  	
   

  	
  New
  York State Insurance Department

  



 


 


	
  /s/
  Andrew Cuomo

  	
   

  	
  By:

  	
  /s/ Robert H. Easton

  
	
  Attorney
  General

  	
   

  	
  Robert
  H. Easton

  
	
  State
  of New York

  	
   

  	
  Deputy
  Superintendent & General Counsel

  
	
  120
  Broadway, 25th Floor

  	
   

  	
  25
  Beaver Street

  
	
  New
  York, NY 10271

  	
   

  	
  New
  York, NY 10004

  



 


 


	
  Honorable
  Richard Blumenthal

  	
   

  	
  People
  of the State of Illinois

  



 


 


	
  /s/
  Richard Blumenthal

  	
  /s/
  Lisa Madigan

  
	
  Attorney
  General of the

  	
   

  	
  by:

  	
  Lisa
  Madigan

  
	
  State of Connecticut

  55 Elm Street

  	
   

  	
  Attorney
  General of the

  State of Illinois

  
	
  Hartford, CT 06171-0120

  	
   

  	
   

  
				



 


 


Department
of Financial and Professional


Regulation
of the State of Illinois


Dean
Martinez, Secretary


 


	
  Division
  of Insurance

  	
  Aon Corporation

  



 


 


	
  /s/
  Michael T. McRaith

  	
   

  	
  /s/ D. Cameron Findlay

  
	
  by:

  	
  Michael
  T. McRaith

  	
  by:

  	
  D. Cameron Findlay

  
	
   

  	
  Secretary

  	
   

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
  General
  Counsel

  
						



 


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