Exhibit
10.1


 


AMENDMENT
#1 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 have agreed to amend the
Settlement Agreement to clarify its application to certain Aon businesses and
practices;


 


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


 


1.             The Settlement Agreement is not applicable
to Swett & Crawford (“Swett”), Aon’s wholesale brokerage subsidiary,
so long as Aon sells Swett by the end of September 2005. If Swett remains
an Aon subsidiary on October 1, 2005, the provisions of the Settlement
Agreement shall apply to Swett as of that date.


 


2.             Neither paragraph 10 nor any provision of
the Settlement Agreement shall prevent Aon from continuing to accept tariffed
commissions that decline with volume (even though such commissions are in a
sense “contingent” on volume).


 


3.             Neither paragraph 2 nor any provision of
the Settlement Agreement shall require Aon to provide notice of contingent
revenue earned or an offer of compensation to Affinity program customers who
purchased coverage under the BerkeleyCare or Life Agents E&O programs.


 


4.             Paragraph 8 is
amended by inserting in clause (b) the word “U.S.” after the word “the”
and before the word “client” such that it now reads, in relevant part, “(b) the
U.S. client consents in writing...”


 


5.             Paragraph 21 of the Settlement Agreement
is amended and restated in its entirety to read as follows:


 


L. Limitation on
Extraterritorial Effect


 


The provisions of paragraphs 7 through 9 and
11 through 17 shall apply to all Aon entities that are domiciled in the United
States. In addition, with respect to those Aon entities not domiciled in the
United States, said provisions shall apply only to (a) all insurance
policy placement, renewal, consultation, or servicing performed for any client
domiciled in the United States, and (b) all insurance policy placement, renewal,
consultation, or servicing associated with covering property or operations
situated in the United States, irrespective of client domicile. Paragraph 10
shall apply to all Aon entities worldwide


 

















 


 


	
   

  	
  WHEREFORE, the following signatures are
  affixed hereto on this 20th day of July, 2005.

  	
   

  



 


	
   

  	
  ELIOT SPITZER

  	
   

  	
  HOWARD MILLS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ 

  	
   

  	
  /s/ Howard Mills

  
	
   

  	
  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 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

  
							



 


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