Exhibit 10.3


 


AMENDMENT
#3 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 entered into
previous amendments to the Settlement Agreement in order 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 and practices;


 


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


 


1.                                       In
connection with any transaction for which Aon, through a subsidiary listed on
Attachment A, acts exclusively as an agent on behalf of an insurer with respect
to an insurance product or service, and concerning which Aon does not offer an
insured other options or otherwise participate in the insured’s choice of such
product or service (an “MGU Subsidiary”), Aon shall not be required to provide
disclosure of compensation or obtain the written consent specified in
paragraphs 8 and 15 of the Settlement Agreement. This exception does not apply
to situations in which an Aon entity or employee is the subproducer or has any
direct contact with the insured, other than in connection with an insured’s
claim under its policy. If Aon acquires or forms a new MGU Subsidiary, Aon shall
provide notice by Express Mail to the General Counsels of the New York and
Illinois Departments of Insurance and the Attorneys General in the form of a
revised Attachment A, which Aon shall represent and warrant lists only MGU
Subsidiaries as defined above. If none of the parties object within 60 days
this Amendment will become applicable to any newly listed MGU subsidiary. If
Aon changes the name of any of the MGU Subsidiaries listed on Attachment A, it
shall provide prompt notice to the parties.


 


2.                                       Notwithstanding
the disclosure and consent requirements of paragraphs 8 and 15 of the
Settlement Agreement, whenever an Aon Affinity operation acts as a program
administrator for a client professional association or other non-Aon entity,
Aon Affinity will obtain consent to its commission from that entity rather than
from member insureds. For all other Affinity programs, Affinity will make
disclosure and obtain consent directly from the insureds, except when an
insured is represented by a non-Aon producer, in which case no disclosure or
consent to Affinity’s commission shall be required.


 


WHEREFORE, the following signatures are affixed hereto on
this    th day of April, 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 ILLLINOIS;

  	
   

  	
   

  	
   

  
	
   

  	
  DEAN MARTINEZ, 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

  
						



 

















 


ATTACHMENT
A


 


As of the date of Amendment #2 to the Settlement Agreement, Aon’s MGU
Subsidiaries, as defined in Amendment #2, are as follows:


 


Wexford Underwriting Managers, Inc. (DE)


 


Muirfield Underwriters, Ltd. (DE)


 


Financial & Professional Risk
Solutions, Inc. (IL), including the following
operating divisions:


 


•      Scarborough


•      Bankers Insurance Service


•      Insurmark


•      Floodwatch


•      M&A Risk Solutions


•      AUSCO


•      Strategic Underwriters Insurance


•      Media/Professional Insurance


 


Financial & Professional Risk
Solutions Insurance Agency, Inc. (CA), trading in
California under the operating divisions listed above


 


Underwriters Marine Service, Inc. (LA)


 


Underwriters Marine Services of Texas, Inc.
(TX)


 


Special Risk Resources Insurance Agency, Inc.
(CA) doing business other than in New York as
Construction Program Group


 


Special Risk Resources Insurance Agency of
New York, Inc. (NY)  doing business in New York as
Construction Program Group


 


Prairie State Administrative Services, Inc.
(IL)


 


MPI Insurance Agency, Inc.


 


Huntington T. Block Insurance Agency, Inc.
(DC)


 


Johnson, Rooney, Welch, Inc. (CA)


 


Aon hereby represents and warrants that the
above listed entities
act exclusively as agent on behalf of an insurer,
and do not participate in the insured’s choice of insurance product or service.


 


	
   

  	
  Name:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
  Date: