Exhibit 10.2


 


AMENDMENT
#2 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, on July 20, 2005 the parties
entered into Amendment #1 to the Settlement Agreement to clarify its
application to certain Aon businesses and practices;


 


WHEREAS, the parties have agreed to further
amend the Settlement Agreement to clarify its application to certain other Aon
businesses;


 


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


 


1.             The
Settlement Agreement has not been applicable to and shall not be applicable to
the below-listed wholesale brokerage subsidiaries of Aon that are subject to
the Purchase Agreement dated September 22, 2005 among Aon and certain of
its affiliates and HMSC Holdings Corp. (the “Swett & Crawford
Subsidiaries”) so long as the purchase of such Subsidiaries is completed by end
of December 31, 2005. If the Swett & Crawford Subsidiaries remain
as Aon subsidiaries on January 1, 2006, the Settlement Agreement shall
apply to the Swett & Crawford subsidiaries as of that date. The Swett &
Crawford Subsidiaries are:


 


The Swett & Crawford Group, Inc. 


Swett & Crawford


Swett & Crawford of Hawaii, Inc.



Swett & Crawford of Texas, Inc.



Swett & Crawford of Colorado, Inc.


Swett & Crawford Insurance Agency of
Massachusetts, Inc.


Swett & Crawford of Arizona, Inc.



Swett & Crawford of Connecticut,
Inc, 


Swett & Crawford of Idaho, Inc,


Swett & Crawford of Maine, Inc.



Swett & Crawford of Nevada, Inc.


Swett & Crawford of Pennsylvania, Inc.



Swett & Crawford of Illinois, Inc.


Swett & Crawford of Ohio, Inc.


J.H. Blades & Co., Inc.


J.H. Blades & Co. (Agency) Inc. 


Sherwood Insurance Services


Sherwood Insurance Services of Washington, Inc.


 

















 


	
   

  	
  WHEREFORE, the following signatures are
  affixed hereto on this   th day of October, 2005.

  



 


	
   

  	
  ELIOT SPITZER

  	
   

  	
  HOWARD MILLS

  
	
   

  	
  By:

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ 

  	
   

  	
  /s/ Andrey
  Samers, Deputy Superintendent and General Counsel

  
	
   

  	
  Attorney General of the

  	
   

  	
  Superintendent of Insurance

  
	
   

  	
  State of New York

  	
   

  	
  New York State Insurance Department

  
	
   

  	
  120 Broadway, 25th Floor

  	
   

  	
  25 Beaver Street

  
	
   

  	
  New York, NY 10271

  	
   

  	
  New York, NY 10004

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RICHARD BLUMENTHAL

  	
   

  	
  PEOPLE OF THE STATE OF ILLINOIS

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Richard Blumenthal

  	
   

  	
  /s/ 

  
	
   

  	
  Attorney General of the

  	
   

  	
  by:

  	
  Lisa Madigan

  
	
   

  	
  State of Connecticut

  	
   

  	
   

  	
  Attorney General of the

  
	
   

  	
  55 Elm Street

  	
   

  	
   

  	
  State of Illinois

  
	
   

  	
  Hartford, CT 06171-0120

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEPARTMENT OF FINANCIAL AND 

  PROFESSIONAL REGULATION OF 

  THE STATE OF ILLLINOIS;

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FERNANDO E. GRILLO, SECRETARY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DIVISION OF INSURANCE

  	
   

  	
  AON CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael T. McRaith

  	
   

  	
  /s/ D. Cameron Findlay

  
	
   

  	
  Michael T. McRaith

  	
   

  	
  by:

  	
  D. Cameron Findlay

  
	
   

  	
  Director

  	
   

  	
   

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
   

  	
    General Counsel