EX-10.1






Amended and Restated Assurance of Discontinuance between

the Attorney General of the State of New York

and Willis Group Holdings plc as successor in interest for Willis Group Holdings Limited, Willis

North America, Inc., Willis of New York, Inc., dated April 7, 2005 , and




Amended and Restated Stipulation between

the Superintendent of Insurance of the State of New York and Willis Group Holdings plc as successor

in interest for Willis Group Holdings Limited, Willis North America, Inc., Willis of New York,

Inc.,Willis RE Inc., Willis of Wisconsin, Inc., Willis of Texas, Inc., Willis of Seattle, Inc.,

Willis of Tennessee, Inc., Willis of North Carolina, Inc., Willis of Ohio, Inc., Willis of Oregon,

Inc., Willis of Pennsylvania, Inc., Willis of Michigan, Inc., Willis of Minnesota, Inc. , Willis of

New Hampshire, Inc., Willis of New Jersey, Inc., Willis of Massachusetts, Inc., Willis of Maryland,

Inc., Willis of Louisiana, Inc., Willis of Kansas, Inc., Willis of Illinois, Inc., Willis Insurance

Services of Georgia, Inc., d.b.a. Willis Insurance Brokerage of Georgia, Willis Insurance Services

of California, Inc. d.b.a. Willis Insurance Brokerage, Willis of Arizona, Inc., Willis of Alabama,

Inc., Willis Life Insurance Agency of Ohio, Inc., Stewart Smith East, Inc., dated April 8, 2005

(collectively, “Willis”).




WHEREAS, Willis entered into an Assurance of Discontinuance with the Attorney General of the State
of New York (“Attorney General”) dated April 7, 2005 and a Stipulation with the Superintendent of
Insurance of the State of New York (“Superintendent”) dated April 8, 2005, each as amended from
time to time (collectively, the “AOD”); and



WHEREAS, the Attorney General and the Superintendent 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 Superintendent has concluded that Willis has substantially met its obligations under
the AOD, as determined by an independent examiner;

 


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



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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, Willis 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 AOD, as existed prior to the
adoption this Amended and Restated Agreement and Amended and Restated Stipulation.



2.        Compliance Programs and Training: Willis 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, Willis shall not directly or indirectly accept
from or request of any insurer any promise or commitment to use any of Willis’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, Willis 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 Attorney General and 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, Willis 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.  



7.        This Amended and Restated Agreement supersedes and replaces the AOD as amended 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.



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



	 	 	 
	People of the State

of New York

	 	New York Insurance Department



	/s/ Michael Berlin

	 	/s/ James J. Wrynn
	 

	 	 
	By: Michael Berlin

Deputy Attorney General

for Economic Justice

Office of the Attorney General

	 	By: James J. Wrynn

Superintendent of Insurance

25 Beaver Street

New York, NY 10004






120 Broadway, 25th Floor


New York, NY 10271



Willis Group Holdings plc, et. al.



/s/ Adam G. Ciongoli

By: Adam G. Ciongoli

Group General Counsel



Willis Group Holdings, plc




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