Exhibit 10.1


 


Amended and Restated Agreement Between the Attorney
General of the State of New York, the Attorney General of the State of Illinois,
the Attorney General of the State of Connecticut, the Director of the Division
of Insurance, Illinois Department, of Financial and Professional Regulation (now
known as the Illinois Department of insurance), the Superintendent of Insurance
of the State of New York, and Aon Corporation and its Subsidiaries and
Affiliates


(collectively, “Aon”)


 


WHEREAS, Aon entered into a
Settlement Agreement with the Attorneys General of the State of New York, Illinois
and Connecticut, the Director of the Division of Insurance (“Director”), Illinois
Department of Financial and Professional Regulation (now known as the Illinois
Department of Insurance), and the Superintendent of Insurance of the State of
New York (“Superintendent”) dated March 4, 2005, as amended from time to
time (“Settlement Agreement”); and


 


WHEREAS, the Attorney General of the
State of New York and the Superintendent of Insurance of the State of New York
conducted public hearings in July 2008 on the subject of insurance
producer compensation and disclosure practices; and


 


WHEREAS, 11 NYCRR 30 (Regulation No. 194)
was adopted on February 10, 2010; and


 


WHEREAS, the Attorneys General, the
Director and the Superintendent have concluded that Aon has substantially met
its obligations under the Settlement Agreement, as determined by an independent
examiner;


 


NOW, THEREFORE, the parties hereby agree
that, effective as of February 11, 2010, the Settlement Agreement shall be
amended and restated as follows:


 


1.             Compensation Disclosure to
Insurance Purchasers: In New York, and each of the other 49 states of the
United States, the District of Columbia, and U. S. territories, Aon shall
provide compensation disclosure that will, at a minimum, comply with the terms
of Regulation No. 194, as may be amended from time to time, or the
provisions of the Settlement Agreement, as existed prior to the adoption of
this Amended and Restated Agreement. In addition, Aon shall provide
compensation disclosure that complies with any rules, regulations or guidance
promulgated or issued by the attorneys general or insurance departments within
the States of Illinois or Connecticut and any other states in which Aon
conducts business.


 


2.             Compliance Programs and Training:
Aon shall maintain its compliance programs and continue to provide appropriate
training to relevant employees in business ethics, professional obligations, conflicts
of interest and antitrust and trade practices compliance.


 


3.             Prohibition on Reinsurance
Brokerage “Leveraging”: In placing, renewing, consulting on or servicing
any insurance policy, Aon shall not directly or indirectly  


 

















 


accept from or request of any insurer any promise or
commitment to use any of Aon’s brokerage, agency, producing or consulting
services, including reinsurance brokerage, agency or producing services, in
exchange for production of business to such insurer.


 


4.               Prohibition of
Inappropriate Use of Wholesalers: In placing, renewing, consulting on or servicing any insurance policy, Aon
shall not directly or indirectly knowingly place, renew, consult on or service
a client’s insurance business through a wholesale broker in a manner that is
contrary to the client’s best interests.


 


5.               The
Attorneys General of the States of New York, Illinois, and Connecticut, the Director,
and the Superintendent reserve the right to take action to enforce this Amended
and Restated Agreement. If compliance with any aspect of this Amended and
Restated Agreement proves impracticable, Aon reserves the right to request that
the parties modify it accordingly.


 


6.               This
Amended and Restated Agreement shall be governed by the laws of the State of
New York without regard to conflict of laws principles, except that with
respect to enforcement actions taken by the Connecticut Attorney General, the
actions will be governed by the laws of the State of Connecticut without regard
to conflict of laws principles and except that with respect to enforcement
actions taken by the Illinois Attorney General, the actions will be governed by
the laws of the State of Illinois without regard to conflict of laws
principles.


 


7.               This
Amended and Restated Agreement supersedes and replaces the Settlement Agreement
and all prior agreements, arrangements, commitments and understandings, whether
written or oral, with respect to the subject matter hereof, and constitutes the
entire agreement of the parties.


 


8.               This
Amended and Restated Agreement may be executed in counterparts, including via
facsimile.


 


WHEREFORE, the following signatures are affixed hereto on
the date first above written.


 




	
  PEOPLE OF THE STATE

  	
   

  	
  NEW YORK STATE

  
	
  OF NEW YORK

  	
   

  	
  INSURANCE DEPARTMENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Michael Berlin

  	
   

  	
  BY:

  	
  /s/
  James J. Wrynn

  
	
   

  	
  Michael Berlin

  	
   

  	
   

  	
  James J. Wrynn

  
	
   

  	
  Deputy Attorney General for 

  	
   

  	
   

  	
  Superintendent of Insurance 

  
	
   

  	
  Economic Justice

  	
   

  	
   

  	
  25 Beaver Street

  
	
   

  	
  120 Broadway, 25th Floor 

  	
   

  	
   

  	
  New York, NY 10004

  
	
   

  	
  New York, NY 10271

  	
   

  	
   

  	
   

  
						






 

















 




	
  PEOPLE
  OF THE STATE

  	
   

  	
  PEOPLE
  OF THE STATE

  
	
  OF
  CONNECTICUT

  	
   

  	
  OF
  ILLINOIS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/
  Richard Blumenthal 

  	
   

  	
  BY:

  	
  /s/
  Brent D. Stratton

  
	
   

  	
  Richard
  Blumenthal 

  	
   

  	
   

  	
  Brent
  D. Stratton

  
	
   

  	
  Attorney
  General of the 

  	
   

  	
   

  	
  Assistant
  Chief Deputy 

  
	
   

  	
  State
  of Connecticut

  	
   

  	
   

  	
  Attorney
  General for the 

  
	
   

  	
   

  	
   

  	
   

  	
  State
  of Illinois

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ILLINOIS
  DEPARTMENT OF INSURANCE 

  	
   

  	
  AON
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/
  Michael T. McRaith

  	
   

  	
  BY:

  	
  /s/
  Peter Lieb

  
	
   

  	
  Michael
  T. McRaith

  	
   

  	
   

  	
  Peter
  Lieb

  
	
   

  	
  Director

  	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
  General
  Counsel