Exhibit 10.4


 


AMENDMENT
#4 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 part of
Aon’s business is to act as a managing general agent or underwriting manager
for insurance carriers; and


 


WHEREAS, the parties have agreed to amend the
Settlement Agreement to clarify the permissible means by which Aon may act and
be compensated as a managing general agent or underwriting manager;


 


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 following shall be added
after the second sentence of Paragraph 8:


 


“The parties agree that the preceding two
sentences shall not apply to MGA Compensation, which Aon may receive when and
to the extent it acts as an MGA.


 


As used herein,


 


(a) Aon shall be acting as an “MGA”
when: (i) Aon has been appointed by an insurer as a managing general agent
or an underwriting manager, to be the insurer’s representative in connection
with the management of such insurer’s book of business with respect to a
specific product or product line; and (ii) in such capacity, Aon (A) communicates
with prospective insureds only through professional insurance brokers
(including those units of Aon which act in such capacity on behalf of
insureds), and (B) places all such business for such product or product
line only with and for such insurer, and


 


(b) “MGA Compensation” means the
Compensation Aon receives from the appointing insurer as consideration for the
MGA services Aon renders to such insurer.”


 


2.             Paragraph 10 of the
Settlement Agreement is hereby amended, such that the following sentence shall
be added at the conclusion thereof:


 


“The parties agree that this Paragraph shall
not apply to MGA Compensation.”


 

















 


3.             Clause (a) of
the first sentence of Paragraph 14 of the Settlement Agreement is hereby
deleted, and the following shall be added in its place and stead:


 


“a) the Compensation received or to be
received by Aon (other than MGA Compensation),”


 


4.             Paragraph 15 of the
Settlement Agreement is hereby amended, such that the following sentence shall
be added at the conclusion thereof:


 


“The parties agree that this Paragraph shall
not apply to MGA Compensation.”


 


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


 


6.             This amendment may
be executed in counterparts. 


 


WHEREFORE, the following signatures are affixed hereto on this day of        2006.


 


	
  ELIOT SPITZER

  	
   

  	
  HOWARD MILLS

  
	
   

  	
   

  	
   

  
	
  /s/ 

  	
   

  	
  /s/ 

  
	
  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/ Lisa Madigan

  
	
  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 ILLINOIS;

  	
   

  	
   

  	
   

  
	
  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