Exhibit 10.1


 


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


WHEREAS,
the New York Attorney General (the “New York Attorney General”) commenced an
action against Aon Corporation pursuant to Executive Law § 63 (12), the Martin Act
(Gen. Bus. Law § 352-c) and the common law of the State of New York dated March
4, 2005 (the “New York Complaint”), and has conducted an investigation related
thereto (the “Attorney General’s Investigation”);


WHEREAS,
the Superintendent of Insurance of the State of New York (the “Superintendent”)
issued a Citation to Aon and certain of its subsidiaries dated March 4, 2005 (the
“Citation”) pursuant to § 2110 of the Insurance Law, and has conducted an
investigation related thereto (the “Superintendent’s Investigation”);


WHEREAS,
the New York Attorney General and the Superintendent have alleged that Aon
unlawfully deceived its clients by a) steering clients’ insurance business to
favored insurers, b) promising increased retail business to insurers in return
for their commitments to use Aon’s reinsurance services, c) suggesting that an
insurer raise its quotes for two of Aon’s clients, d) entering into undisclosed
“producer funding agreements” whereby insurers directly funded the hiring of
Aon brokers, e) entering into secret “pay-to-play” arrangements with insurers
whereby Aon obtained undisclosed compensation, f) agreeing with preferred
insurers to “freeze out” a competing insurer, g) withholding a lower quote and
placing a client with a higher bidding insurer, and h) providing preferred
insurers with first looks, last looks and exclusive looks on


 


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preferred business;


WHEREAS,
the Connecticut Attorney General commenced an action against Aon Corporation,
pursuant to the Connecticut Unfair Trade Practices Act, Conn. Gen. Stat. (§§
42-110a et  seq.) and the Connecticut Unfair Insurance Practices
Act Conn. Gen. Stat. (§§ 38a-815 et  seq.), dated March 4, 2005
(the “Connecticut Complaint”) and has conducted an investigation related
thereto (the “Connecticut Attorney General’s Investigation”);


WHEREAS,
the Connecticut Attorney General has alleged that Aon unlawfully deceived its
clients by a) steering clients’ insurance business to favored insurers; and b)
entering into undisclosed “pay-to-play” arrangement with insurers whereby
insurers paid undisclosed compensation to Aon;


WHEREAS,
the Illinois Attorney General commenced an action against Aon pursuant to the
Illinois Consumer Fraud and Deceptive Practices Act (815 ILCS 505/1 et  seq.),
dated March 4, 2005 (the “Illinois Complaint”) and has conducted an
investigation related thereto (the “Illinois Attorney General’s Investigation”);


WHEREAS,
on November 5, 2004, the Acting Director of the Division of Insurance, Illinois
Department of Financial and Professional Regulation (the “Director”) commenced
an investigation (the “Director’s Investigation”) of Aon pursuant to sections
401, 402 and 403 of the Illinois Insurance Code (215 ILCS 5/401, 5/402 and
5/403);


WHEREAS,
Aon is cooperating with the investigations being conducted by the New York
Attorney General, Connecticut Attorney General, Illinois Attorney General (collectively
the “Attorneys General”), Superintendent and Director;


 


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WHEREAS,
under this Agreement (the “Agreement”) Aon has agreed to adopt a number of
business reforms that will govern the conduct of Aon’s employees;


WHEREAS,
the Attorneys General, the Superintendent, the Director and Aon wish to enter
into this Agreement to resolve all issues related to Aon raised to date in the Attorney
General’s Investigation, the Superintendent’s Investigation, the Connecticut
Attorney General’s Investigation, the Illinois Attorney General’s Investigation
and the Director’s Investigation (collectively, the “Investigations”);


WHEREAS,
the Attorneys General, the Superintendent and the Director find the relief and
agreements contained in this Agreement appropriate and in the public interest;


WHEREAS,
this Agreement is entered into solely for the purpose of resolving the Complaints
and Citation, and is not intended to be used for any other purpose;


WHEREAS,
without admitting or denying any claim in the Complaints or the assertions in
the Citation, Aon is entering into this Agreement prior to any court making any
findings of fact or conclusions of law pursuant to any allegations by the
Attorneys General or the Superintendent;


WHEREAS,
neither this Agreement, nor any acts performed nor documents executed in
furtherance of this Agreement, may be used as an admission of the allegations
and claims contained in the Complaints and the Citation;


NOW
THEREFORE, Aon, the Attorneys General, the Superintendent and the Director hereby
enter into this Agreement, with the Statement of Patrick G. Ryan attached as Exhibit
1, and agree as follows:


 


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MONETARY RELIEF


1.                             Aon shall pay $190,000,000 into a fund
(the “Fund”) over the next thirty months in three payments to be paid to Aon’s
policyholder clients who retained Aon to place, renew, consult on or service
insurance where such placement resulted in contingent commissions or overrides.
All of the money paid into the Fund and any interest earned thereon shall be
paid to such policyholder clients pursuant to this Agreement. No portion of the
Fund shall be considered a fine or a penalty. This sum is in full satisfaction
of Aon’s obligations hereunder, and neither the Attorneys General, the
Superintendent nor the Director shall seek to impose on Aon any other financial
obligation or liability related to the Complaints or the Citation.


2.                             On or before June 30, 2005, Aon shall A)
calculate, in accordance with a formula approved by the Attorneys General, the
Superintendent and the Director, the amount of money each of the U.S.
policyholder clients who retained Aon to place, renew, consult on or service insurance
with inception or renewal dates between January 1, 2001 through December 31,
2004 (the “Relevant Period”) where such placement, renewal, consultation or
servicing resulted in contingent commissions or overrides recorded by Aon
during the Relevant Period (the “Eligible Policyholders”) is eligible to
receive; B) file a report with the Attorneys General, the Superintendent and
the Director, certified by an officer of Aon, setting forth: i) each Eligible Policyholder’s
name and address; ii) the Eligible Policyholder’s insurer(s), product line(s)
and policy(ies) purchased and policy number(s); iii) the amount the Eligible
Policyholder paid in premiums or consulting fees for each such policy; iv) for
each such policy, the amount of contingent commission or override revenue
recorded by Aon during the Relevant Period


 


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attributable to that policy,
in accordance with a calculation approved by the Attorneys General, the
Superintendent and the Director; and v) the amount of contingent commission or
override revenue each Eligible Policyholder is eligible to receive for each
such policy and in the aggregate for all such policies pursuant to this
Agreement; and C) send a statement, subject to the approval of the Attorneys
General, the Superintendent and the Director, to each Eligible Policyholder, setting
forth items ii) through v), above, and stating that the amount paid may
increase if there is less than full participation by Eligible Policyholders in
the Fund. For the purposes of this paragraph, “U.S. policyholder clients” means
U.S.-domiciled policyholder clients and policyholder clients who retained Aon’s
U.S. offices to place, renew, consult on or service insurance.


3.                             Eligible Policyholders shall have until
October 30, 2005 to request a distribution from the Fund. Eligible
Policyholders who voluntarily elect to receive a cash distribution (the “Participating
Policyholders”) shall tender a release in the form attached hereto as Exhibit
2. In the event that any Eligible Policyholder elects not to participate or
otherwise does not respond (the “Non-Participating Policyholders”), that
Eligible Policyholder’s allocated share may be used by Aon to satisfy any
pending or other claims asserted by policyholders relating to these matters. In
no event shall a distribution be made from the Fund to any other policyholder
until all Participating Policyholders have been paid the full aggregate amount
due as calculated pursuant to ¶ 2 above; nor shall the total payments from the
Fund to any Non-Participating Policyholder exceed 80% of that Non-Participating
Policyholder’s original


 


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allocated share. If any
funds remain in the Fund as of October 1, 2007, any such funds shall be distributed
on a pro rata basis to the Participating Policyholders by November 1, 2007.


4.                             In no event shall any of the funds in
the Fund be used to pay attorney fees.


5.                             Aon shall pay $76,000,000 into the Fund
on or before September 1, 2005. Aon shall pay $76,000,000 into the Fund on or
before September 1, 2006. Aon shall pay $38,000,000 into the Fund on or before
September 1, 2007.


6.                             On November 30, 2005, September 30,
2006, and September 30, 2007, Aon shall pay proportionally to each
Participating Policyholder as much of that Participating Policyholder’s aggregate
share of the Fund as possible with the monies then available in the Fund
pursuant to a calculation approved by the Attorneys General, the Superintendent
and the Director. Within forty-five (45) days of each payment from the Fund,
Aon shall file a report with the Attorneys General, the Superintendent and the
Director, certified by an officer of Aon, listing all amounts paid from the
Fund.


BUSINESS REFORMS


7.                             Within sixty (60) days of the effective
date of this Agreement, Aon shall undertake the following business reforms.


A.  Permissible Forms
of Compensation


8.                             In connection with its insurance
brokerage, agency, producing, consulting and other services in placing,
renewing, consulting on or servicing any insurance policy, Aon shall accept
only: a specific fee to be paid by the client; a specific percentage
commission on premium to be paid by the insurer set at the time
of purchase, renewal, placement or servicing of the insurance policy; or


 


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a combination of both. Aon
shall accept no such commissions unless, before the binding of any such policy:
(a) Aon in plain, unambiguous written language fully discloses such
commissions, in either dollars or percentage amounts; and (b) the client
consents in writing. Nothing in this paragraph relieves Aon of complying with
additional requirements imposed by law, including the requirements for written
documentation relating to fees paid directly by clients. Aon may not retain
interest earned on premiums collected on behalf of insurers without prior
notification to the client, and only when such retention is consistent with the
requirements of, and is permitted by, applicable law.


9.                             Aon shall not hereafter, except
as set forth in ¶8, above, directly or indirectly accept or request any thing
of material value from an insurer including, but not limited to, money,
credits, loans, forgiveness of principal or interest, vacations, prizes, gifts
or the payment of employee salaries or expenses (hereinafter collectively “Compensation”).


B.  Prohibition of
Contingent Compensation


10.                           In placing, renewing, consulting on or
servicing any insurance policy after the date of this Agreement, Aon shall not
directly or indirectly accept from or request of any insurer any Contingent
Compensation. For purposes of this Agreement, Contingent Compensation is any Compensation
contingent upon Aon’s: a) placing a particular number of policies or dollar
value of premium with the insurer, b) achieving a particular level of growth in
the number of policies placed or dollar value of premium with the insurer, c)
meeting a particular rate of retention or renewal of policies in force with the
insurer, d) placing or keeping sufficient insurance business with the insurer to
achieve a particular loss ratio or any other measure of profitability, e)
providing preferential treatment in the placement process, including but not
limited to the giving of last looks, first looks,


 


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rights of first refusal, or
limiting the number of quotes sought from insurers for insurance placements, or
f) obtaining anything else of material value for the insurer.


C.  Prohibition of “Pay-To-Play”
Arrangements


11.                           In placing, renewing, consulting on or
servicing any insurance policy, Aon shall not directly or indirectly accept
from or request of any insurer any Compensation in connection with Aon’s
selection of insurers from which to solicit bids for its clients.


D.  Prohibition of “Bid-Rigging”
Arrangements


12.                           In placing, renewing, consulting on or
servicing any insurance policy, Aon shall not directly or indirectly knowingly
accept from or request of any insurer any false, fictitious, inflated, artificial,
“B” or “throw away” quote or indication, or any other quote or indication
except for a quote or indication that represents the insurer’s best evaluation
at the time when the quote or indication is given of the minimum premium the
insurer would require to bind the insurance coverage desired by Aon’s client.
Nothing herein shall preclude Aon from accepting or requesting any bona fide
quote or indication.


E.  Prohibition of
Reinsurance Brokerage “Leveraging”


13.                           In placing, renewing, consulting on or
servicing any insurance policy, Aon shall not directly or indirectly accept
from or request of any insurer any promise or commitment to use any of Aon’s
brokerage, agency, producing or consulting services, including reinsurance
brokerage, agency or producing services, contingent upon any of the factors
listed in ¶ 10 a) - f), above.


 


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F.  Prohibition of
Inappropriate Use of Wholesalers


14.                           In placing, renewing, consulting on or
servicing any insurance policy, Aon shall not directly or indirectly knowingly
place, renew, consult on or service its clients’ insurance business through a wholesale
broker unless agreed to by the client after full disclosure of a) the
Compensation received or to be received by Aon, b) any Aon interest in or
contractual agreement with the wholesaler, and c) any alternatives to using a
wholesaler.


G.  Mandated Disclosures
to Clients


15.                           Aon in placing, renewing, consulting on or
servicing any insurance policy shall in writing: a) prior to binding, disclose
to each client all quotes and indications sought and all quotes and indications
received by Aon in connection with the coverage of the client’s risk with all
terms, including but not limited to any Aon interest in or contractual
agreements with any of the prospective insurers, and all Compensation to be
received by Aon for each quote, in dollars if known at that time or as a
percent of premium if the dollar amount is not known at that time, from any
insurer or third party in connection with the placement, renewal, consultation
on or servicing of insurance for that client; b) provide disclosure to each
client and obtain written consent in accordance with ¶ 8 of this Agreement for
each client, and c) disclose to each client at the end of each year all
Compensation received during the preceding year or contemplated to be received
from any insurer or third party in connection with the placement, renewal,
consultation on or servicing of that client’s policy.


H.  Standards of
Conduct and Training


16.                           Aon shall implement company-wide written
standards of conduct regarding Compensation from insurers, consistent with the
terms of this Agreement, subject to approval of


 


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the Superintendent, which
implementation shall include, inter  alia, appropriate training of
relevant employees, including but not limited to training in business ethics,
professional obligations, conflicts of interest, anti-trust and trade practices
compliance, and record keeping.


17.                           Aon shall not place its own financial
interest ahead of its clients’ interests in determining the best available
insurance product or service for its clients. Aon shall communicate with its
clients in sufficient detail to enable them to make informed choices on insurance
products or services, and shall provide complete and accurate information to prospective
and current clients on all proposals and bids received from insurers, including
the amount of Compensation or other things of value that were or will be paid
to Aon by each insurer.


I.  Prohibition Against
Violating New York Law


18.                           Aon shall not directly or indirectly
engage in or attempt to engage in violations of Executive Law § 63 (12), the
Martin Act (Gen. Bus. Law § 352-c) and the New York Insurance Law, including
without limitation, Article 24, Unfair Methods of Competition and Unfair and Deceptive
Acts and Practices (N.Y. Insurance Law §§ 2401 et  seq.).


J.  Prohibition Against
Violating Connecticut Law


19.                           Aon shall not directly or indirectly
engage in or attempt to engage in violations of the Connecticut Unfair Trade
Practices Act, Conn. Gen. Stat. (§§ 42-110a et  seq.) and the Connecticut
Unfair Insurance Practices Act  Conn.
Gen. Stat. (§§ 38a-815 et  seq.).


K.  Prohibition Against
Violating Illinois Law


20.                           Aon shall not directly or indirectly
engage in or attempt to engage in violations of


 


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Illinois Consumer Fraud and
Deceptive Practices Act (815 ILCS 505/1 et  seq.), and the
Illinois Insurance Code, including without limitation Article XXXI of the
Illinois Insurance Code.


L.  Limitation on
Extraterritorial Effect


21.                           The provisions of paragraphs 7 through 17
shall apply only to those Aon entities that (1) service clients domiciled in
the United States; (2) place, renew, consult on or provide services for
policies covering risks in the United States; or (3) are, themselves, domiciled
in the United States.


MONITORING COMPLIANCE AND REPORTING


22.                           Aon shall establish a Compliance Committee
of the Board of Directors of Aon which shall monitor Aon’s compliance with the
standards of conduct regarding Compensation from insurers and shall report on a
quarterly basis to the Board of Directors the results of its monitoring activities
for a period of five (5) years from the effective date of this Agreement.


23.                           Aon shall maintain a record of all
complaints received concerning any Compensation from an insurer which shall be
provided to the Compliance Committee of the Board of Directors with the
Compliance Committee’s quarterly report and to the Superintendent, the
Connecticut Department of Insurance and the Director and annually commencing
from the effective date of this Agreement.


24.                           The Board of Directors of Aon shall file
annual reports with the Superintendent, the Connecticut Department of Insurance
and the Director on compliance with the standards of conduct regarding
Compensation arrangements for five (5) years commencing in December 2005, which
shall


 


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also include the amount of
each form of Compensation received by Aon from each insurer with which it
placed insurance during the preceding year.


COOPERATION WITH THE SUPERINTENDENT AND DIRECTOR


25.                           Aon shall be subject to annual examination
by the Superintendent and by the Director in accordance with Illinois law for
five (5) years at Aon’s expense beginning in 2005. Aon shall fully cooperate
with the Superintendent and the Director in such examinations. Aon shall
additionally provide private, secure office space, photocopying equipment and
any other administrative or clerical resources necessary to assist in any
examination, as well as all relevant data, provided upon request by the
Superintendent or the Director in electronic or computerized format. The
Superintendent and the Director may coordinate such examinations with other
states.


COOPERATION WITH THE ATTORNEYS GENERAL


26.                           Aon shall fully and promptly cooperate
with the Attorneys General with regard to the Investigations, and related
proceedings and actions, of any other person, corporation or entity, including
but not limited to Aon’s current and former employees, concerning the insurance
industry. Aon shall use its best efforts to ensure that all its officers,
directors, employees, and agents also fully and promptly cooperate with the
Attorneys General in their Investigations and related proceedings and actions.
Cooperation shall include without limitation: (1) production voluntarily and
without service of subpoena of any information and all documents or other
tangible evidence reasonably requested by the Attorneys General, and any
compilations or summaries of information or data that the Attorneys General
reasonably requests be prepared; (2) without the necessity of a subpoena,
having Aon’s officers, directors, employees and agents


 


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attend any proceedings at
which the presence of any such persons is requested by the Attorneys General
and having such persons answer any and all inquiries that may be put by the
Attorneys General (or any of the Attorneys General’s deputies, assistants or
agents) to any of them at any proceedings or otherwise (“proceedings” include
but are not limited to any meetings, interviews, depositions, hearings, grand
jury hearing, trial or other proceedings); (3) fully, fairly and truthfully
disclosing all information and producing all records and other evidence in its possession
relevant to all inquiries reasonably made by the Attorneys General concerning
any fraudulent or criminal conduct whatsoever about which it has any knowledge
or information; (4) in the event any document is withheld or redacted on grounds
of privilege, work-product or other legal doctrine, a statement shall be
submitted in writing by Aon indicating: a) the type of document; b) the date of
the document; c) the author and recipient of the document; d) the general
subject matter of the document; e) the reason for withholding the document; and
f) the Bates number or range of the withheld document. The Attorneys General
may challenge such claim in any forum of their choice and may, without
limitation, rely on all documents or communications theretofore produced or the
contents of which have been described by Aon, its officers, directors,
employees, or agents; and (5) Aon shall not jeopardize the safety of any investigator
or the confidentiality of any aspect of the Investigations, including sharing
or disclosing evidence, documents, or other information with others during the
course of the investigation, without the consent of the Attorneys General.
Nothing herein shall prevent Aon from providing such evidence to other
regulators, or as otherwise required by law.


 


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27.                           Aon shall comply fully with the terms of
this Agreement. If Aon violates the terms of ¶ 26 in any material respect, as
determined solely by any one of the Attorneys General: (1) the Attorneys
General may pursue any action, criminal or civil, against any entity for any crime
it has committed, as authorized by law, without limitation; (2) as to any
criminal prosecution brought by the New York Attorney General for violation of
law committed within six years prior to the date of this Agreement or for any
violation committed on or after the date of this Agreement, Aon shall waive any
claim that such prosecution is time barred on grounds of speedy trial or speedy
arraignment or the statute of limitations.


OTHER PROVISIONS


28.                           The Superintendent and the Director may
take regulatory action to enforce this Agreement. The Superintendent and the
Director may investigate or take regulatory action against any current or
former Aon employee who is licensed by the Superintendent or the Director.


29.                           Aon shall not seek or accept, directly or
indirectly, indemnification pursuant to any insurance policy or other
reimbursement, with regard to any or all of the amounts payable pursuant to
this Agreement.


30.                           The New York Attorney General will
promptly file a Notice Discontinuing Action with Prejudice, in the form
attached hereto as Exhibit 3, voluntarily dismissing the New York Complaint
with prejudice, and will not initiate a new case against Aon related to the
matters set forth in the New York Complaint or uncovered to date by the New
York Attorney General’s Investigation.


 


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31.                           The Superintendent will promptly
discontinue the administrative proceeding commenced by the Citation with
prejudice, pursuant to a Stipulation to be executed contemporaneously herewith
in the form attached hereto as Exhibit 4, and will not initiate a new administrative
proceeding against Aon related to the matters set forth in the Citation or uncovered
to date by the Superintendent’s Investigation.


32.                           The Connecticut Attorney General will
promptly file a Withdrawal with prejudice, in the form attached hereto as
Exhibit 5, voluntarily dismissing the Connecticut Complaint with prejudice, and
will not initiate a new case against Aon related to the matters set forth in
the Connecticut Complaint or uncovered to date by the Connecticut Attorney
General’s Investigation.


33.                           The Illinois Attorney General will
promptly file a Consent Order in the form attached hereto as Exhibit 6,
voluntarily dismissing the Illinois Complaint with prejudice, and will not
initiate a new case against Aon related to the matters set forth in the
Illinois Complaint or uncovered to date by the Illinois Attorney General’s
Investigation.


34.                           The Director shall close the Director’s
Investigation and will not initiate a new administrative proceeding against Aon
related to the matters set forth in the Illinois Complaint or uncovered to date
by the Director’s Investigation. Such closure shall not prevent the Director from
enforcing this Agreement or exercising the Director’s duties under law.


35.                           This Agreement is not intended to
disqualify Aon, or any current employees of Aon, from engaging in any business
in New York, Connecticut, Illinois or in any other jurisdiction. Nothing in
this Agreement shall relieve Aon’s obligations imposed by any


 


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applicable state insurance
law or regulations or other applicable law.


36.                           This Agreement shall not confer any rights
upon any persons or entities besides the Attorneys General, the Superintendent,
the Director and Aon.


37.                           Aon shall maintain custody of, or make
arrangements to have maintained, all documents and records of Aon related to
this matter for a period of not less than six (6) years.


38.                           The Attorneys General may make such
application as appropriate to enforce or interpret the provisions of this
Agreement, or in the alternative, maintain any action, either civil or
criminal, for such other and further relief as the Attorneys General may
determine is proper and necessary for the enforcement of this Agreement. If
compliance with any aspect of this Agreement proves impracticable, Aon reserves
the right to request that the parties modify the Agreement accordingly.


39.                           In any application or in any such action,
facsimile transmission of a copy of any papers to current counsel for Aon shall
be good and sufficient service on Aon unless Aon designates, in a writing to
the Attorneys General, another person to receive service by facsimile transmission.


40.                           Facsimile transmission of a copy of this
Agreement to counsel for defendant shall be good and sufficient service on Aon.


41.                           This Agreement shall be governed by the
laws of the State of New York without regard to conflict of laws principles,
except that with respect to enforcement actions taken by the Connecticut
Attorney General, the actions will be governed by the laws of the State of Connecticut
without regard to conflict of laws principles and except that with respect to


 


16





















 


enforcement actions taken by
the Illinois Attorney General, the actions will be governed by the laws of the
State of Illinois without regard to conflict of laws principles.


42.                           Any disputes arising out of or related to
this Agreement with respect to either the New York Attorney General or the
Superintendent shall be subject to the exclusive jurisdiction of the Supreme
Court of the State of New York, County of New York, or to the extent federal
jurisdiction exists, the United States District Court for the Southern District
of New York. Any disputes arising out of or related to this Agreement with
respect to the Connecticut Attorney General shall be subject to the exclusive
jurisdiction of the superior court for the judicial district of Hartford. Any
disputes arising out of or related to this Agreement with respect to either the
Illinois Attorney General or the Director shall be subject to the exclusive jurisdiction
of the Circuit Court of Cook County.


 


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43.                           This Agreement may be executed in
counterparts.


WHEREFORE,
the following signatures are affixed hereto on this 4th day of March, 2005.


	
  ELIOT SPITZER

  	
   

  	
  HOWARD MILLS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attorney General of the

  	
   

  	
  Acting 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Deirdre K. Manna

  	
   

  	
  by:  D. Cameron Findlay

  
	
  Acting Director of Insurance

  	
   

  	
          Executive Vice President and

  
	
   

  	
   

  	
          General Counsel

  



 


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EXHIBIT
1


STATEMENT
OF PATRICK G. RYAN


 


As these investigations have
revealed, Aon and other insurance brokers and consultants entered into
contingent commission agreements and other arrangements that created conflicts
of interest. I deeply regret that we took advantage of those conflicts. This
conduct violated the longstanding principle embodied in our Code of Conduct and
Aon’s Values Statement that our clients must always come first. Such conduct
was improper and I apologize for it.


Aon believes that these
investigations have done the industry a great service. Aon looks forward to
working with regulators, insureds, insurance companies, and other stakeholders
to put in place new business practices for the entire industry that eliminate
the improper practices exposed by these investigations.


 


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EXHIBIT 2


GENERAL
RELEASE


This RELEASE (the “Release”)
is executed this      day of     , 2005
by RELEASOR(defined below) in favor of RELEASEE (defined below).


DEFINITIONS


“RELEASOR” refers to [fill
in name] and any of its affiliates, subsidiaries, associates, general or
limited partners or partnerships, predecessors, successors, or assigns, including,
without limitation, any of their respective present or former officers,
directors, trustees, employees, agents, attorneys, representatives and
shareholders, affiliates, associates, general or limited partners or
partnerships, heirs, executors, administrators, predecessors, successors,
assigns or insurers acting on behalf of RELEASOR.


“RELEASEE” refers to Aon
Corporation and any of its subsidiaries, affiliates, associates, general or
limited partners or partnerships, predecessors, successors, or assigns, including,
without limitation, any of their respective present or former officers,
directors, trustees, employees, agents, attorneys, representatives and
shareholders, affiliates, associates, general or limited partners or
partnerships, heirs, executors, administrators, predecessors, successors,
assigns or insurers (collectively, “Aon”).


“AGREEMENT” refers to a
certain agreement between Aon and the Attorney General of the State of New York
(“NYAG”), the Superintendent of Insurance of the State of New York (“NYSI”),
the Attorney General of the State of Connecticut (“CTAG”), the Illinois Attorney
General (“ILAG”), and the Director of the Division of Insurance, Illinois
Department of Financial and Professional Regulation (the “Director”) dated
March 4, 2005, relating to an action commenced against Aon by NYAG dated March
4, 2005 captioned The People of the State of New York against Aon Corporation,
and an investigation by NYAG relating to same (collectively, the “New York
Complaint”); a Citation captioned In the Matter of Aon Corporation et al.,
issued to Aon by NYSI on March 4, 2005, and an investigation by NYSI relating
to same (collectively, the “Citation”); an action commenced against Aon by CTAG
dated March 4, 2005 captioned Richard Blumenthal, Attorney General of the State
of Connecticut against Aon Corporation and Aon Consulting, Inc., and an
investigation by CTAG relating to same (collectively, the “Connecticut
Complaint”); an action commenced against Aon by ILAG dated March 4, 2005
captioned The People of the State of Illinois against Aon Corporation, and an investigation
by ILAG relating to same (collectively, the “Illinois Complaint”); and an investigation
by the Director (the “Director’s Investigation”).


 


RELEASE


1.                                       In
consideration for the total payment of $          
in accordance with the terms of the Agreement, RELEASOR does hereby fully
release, waive and forever discharge RELEASEE from any and all claims, demands,
debts, rights, causes of


 


20





















 


action
or liabilities whatsoever, including known and unknown claims, now existing or
hereafter arising, in law, equity or otherwise, whether under state, federal or
foreign statutory or common law, and whether possessed or asserted directly,
indirectly, derivatively, representatively or in any other capacity (collectively,
“claims”), to the extent any such claims are based upon, arise out of or relate
to, in whole or in part, any of the allegations, acts, omissions, transactions,
events, types of conduct or matters that are the subject of the New York
Complaint, the Citation, the Connecticut Complaint, the Illinois Complaint, and
the Director’s Investigation, except for claims which are based upon, arise out
of or relate to the purchase or sale of Aon securities. Provided, however, that
this General Release shall not be construed to prevent a member of the class certified
in Daniel et al. v. Aon Corporation et al., No. 99-CH-11893 (Cook County
Circuit Court, Illinois) from participating in any recovery made available in
that action, which recovery relates to the period prior to January 1, 2001.


2.                                       In the event
that the total payment referred to in paragraph 1 is not made for any reason,
then this RELEASE shall be deemed null and void, provided that any payments
received by RELEASOR shall be credited to Aon in connection with any claims
that RELEASOR may assert against Aon, or that are asserted on behalf of
RELEASOR or by a class of which RELEASOR is a member, against Aon.


3.                                       This RELEASE
may not be changed orally and shall be governed by and interpreted in accordance
with the internal laws of the State of Illinois, without giving effect to
choice of law principles, except to the extent that federal law requires that
federal law governs. Any disputes arising out of or related to this RELEASE
shall be subject to the exclusive jurisdiction of the Circuit Court of Cook
County, Illinois or, to the extent federal jurisdiction exists, the United
States District Court for the Northern District of Illinois.


4.                                       RELEASOR
represents and warrants that the claims have not been sold, assigned or
hypothecated in whole or in part.


	
  Dated:

  	
   

  
	
  RELEASOR:

  	
   

  
	
  By:

  	
   

  
	
  Print Name:

  	
   

  
	
  Title:

  	
   

  
						



 


21





















 


EXHIBIT
3


SUPREME COURT OF THE STATE OF NEW YORK


COUNTY OF NEW YORK


	
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  - - - - - - - - - - - - - - - - - 

  	
  x

  	
   

  
	
   

  	
  :

  	
   

  
	
  THE PEOPLE OF THE STATE OF
  NEW YORK

  	
  :

  	
   

  
	
  by ELIOT SPITZER, Attorney
  General of

  	
  :

  	
   

  
	
  the State of New York,

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  
	
  Plaintiff,

  	
  :

  	
  Index No.

  
	
   

  	
  :

  	
   

  
	
  -
  against -

  	
  :

  	
  NOTICE

  
	
   

  	
  :

  	
  DISCONTINUING

  
	
   

  	
  :

  	
  ACTION WITH PREJUDICE

  
	
  AON CORPORATION,

  	
  :

  	
   

  
	
   

  	
  :

  	
   

  
	
  Defendant.

  	
  :

  	
   

  
	
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  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - 

  	
  x

  	
   

  



 


PLEASE TAKE NOTICE that,
pursuant to CPLR § 3217(a) and the agreement annexed hereto, plaintiff hereby
discontinues this action with prejudice as of this date without costs to either
party against the other.


Dated:    New York, New York


March 4, 2005




	
  ELIOT SPITZER,

  
	
  Attorney General of the State of New York

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
  David D. Brown, IV

  
	
   

  	
  Assistant Attorney General

  
	
   

  	
  120 Broadway

  
	
   

  	
  New York, NY 10271

  
	
   

  	
  (212) 416-8198

  
	
   

  	
   

  
	
  Attorney for Plaintiff

  






 


22





















 


To:          Aon Corporation


WHEREFORE, the following
signatures are affixed hereto this 4th day of March, 2005.


	
  Aon Corporation

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Eliot Spitzer, Attorney General

  
	
  of the State of New York

  
	
   

  
	
   

  
	
   

  	
   

  
	
  By:

  	
   

  



 


23





















 


EXHIBIT 4


 





 


STATE OF NEW YORK


INSURANCE DEPARTMENT


25 BEAVER STREET


NEW
YORK, NEW YORK 10004


	
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  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - 

  	
  X

  	
  STIPULATION

  No. 2005-0001-C

  
	
  In the Matter of

  	
   

  
	
   

  	
   

  
	
  AON CORPORATION, AFFINITY INSURANCE SERVICES, INC., AON
  CONSULTING, INC., AON BENEFIT SERVICES INC., AON FINANCIAL SERVICES GROUP OF
  NEW YORK INC., AON RE, INC., AIS INSURANCE AGENCY INC.,AON/ALBERT G. RUBEN
  INSURANCE AGENCY, AON/ALBERT G. RUBEN COMPANY (NEW YORK), INC., AON
  CONSULTING OF FLORIDA, AON CONSULTING OF NEW JERSEY (dba of AON CONSULTING, INC.
  , AON HAMOND & REGINE, INC., AON PRIVATE RISK MANAGEMENT INSURANCE AGENCY,
  INC., AON RISK SERVICES, INC. OF ARKANSAS, AON RISK SERVICES, INC. OF
  COLORADO, AON RISK SERVICES, INC. OF CONNECTICUT, AON RISK SERVICES, INC. OF
  FLORIDA, AON RISK SERVICES, INC. OF GEORGIA, AON RISK SERVICES, INC. OF
  ILLINOIS, AON RISK SERVICES, INC. OF INDIANA, AON RISK SERVICES, INC. OF
  KANSAS, AON RISK SERVICES, INC. OF MARYLAND, AON RISK SERVICES, INC. OF MASSACHUSETTS,
  AON RISK SERVICES, INC. OF MICHIGAN, AON RISK SERVICES, INC. OF MINNESOTA,
  AON RISK SERVICES, INC. OF NEBRASKA, AON RISK SERVICES, INC. OF NEW JERSEY,
  AON RISK SERVICES, INC. OF NEW YORK, AON RISK SERVICES, INC. OF OHIO, AON
  RISK SERVICES, INC. OF OKLAHOMA, AON RISK SERVICES, INC. OF OREGON, AON RISK
  SERVICES, INC. OF PENNSYLVANIA, AON RISK SERVICES, INC. OF RHODE ISLAND, AON
  RISK SERVICES, INC. OF VIRGINIA, AON RISK SERVICES, INC. OF WASHINGTON, AON
  RISK SERVICES, INC. OF WASHINGTON D.C., AON RISK SERVICES OF CENTRAL
  CALIFORNIA INSURANCE AGENCY SERVICES, AON RISK SERVICES OF MISSOURI, INC.,
  AON RISK SERVICES. OF NORTHERN CALIFORNIA INSURANCE AGENCY, AON RISK
  SERVICES, OF SOUTHERN CALIFORNIA

  	
   

  



 


24





















 


 


	
  INSURANCE AGENCY SERVICES, AON RISK SERVICES OF TEXAS,
  INC., AON SPECIALTY RE, INC., ARM INTERNATIONAL CORP., ARMRISK CORP.,
  FINANCIAL & PROFESSIONAL RISK SOLUTIONS, INC.,HUNTINGTON T. BLOCK
  INSURANCE AGENCY, INC., JOHNSON ROONEY WELCH, INC., K & K INSURANCE
  AGENCY, MUIRFIELD AGENCY., SPECIAL RISK RESOURCES INSURANCE AGENCY OF NEW
  YORK, INC., SWETT & CRAWFORD CORP; SWETT & CRAWFORD OF ILLINOIS,
  INC., SWETT & CRAWFORD OF MAINE, INC., SWETT & CRAWFORD OF OHIO,
  INC., SWETT & CRAWFORD OF PENNSYLVANIA, INC., and UMS, 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Respondents.

  	
   

  	
   

  
	
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  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - 

  	
  X

  	
   

  



 


WHEREAS, Affinity
Insurance Services, Inc. is licensed as a broker under Section 2104 of the Insurance
Law and as an agent under Sections 2103(a) and 2103(b) of the Insurance Law;
Aon Consulting, Inc. is licensed as an agent under Sections 2103(a) and 2103(b)
of the Insurance Law; Aon Benefit Services, Inc. is licensed as an agent under
Section 2103(a) of the Insurance Law; Aon Financial Services Group of New York,
Inc. is licensed as a broker under Section 2104 of the Insurance Law and as an
excess line broker under Section 2105 of the Insurance Law; Aon Re, Inc. is
licensed as a reinsurance intermediary under Section 2106 of the Insurance Law;
AIS Insurance Agency, Inc. is licensed as an agent under Sections 2103(a) and
2103(b) of the Insurance Law; Aon/Albert G. Ruben Insurance Agency is licensed
as a broker under Section 2104 of the Insurance Law; Aon/Albert G. Ruben
Company (New York), Inc. is licensed as a broker under Section 2104 of the
Insurance Law, as an excess line broker under Section 2105 of the Insurance Law
and as an agent under Sections 2103(a) and 2103(b) of the Insurance Law; Aon
Consulting, Inc. of Florida is licensed as an agent under Section 2103(a) of
the Insurance Law; Aon Consulting of New Jersey (dba of Aon Consulting, Inc. is
licensed as an agent under Section 2103(a) of the Insurance Law; Aon Hamond
& Regine Inc. is licensed as a broker under Section 2104 of the Insurance
Law and as an excess line broker under Section 2105 of the Insurance Law; ; Aon
Private Risk Management Insurance Agency, Inc. is licensed as an agent under
Sections 2103(a) and 2103(b) of the Insurance Law; Aon Risk Services, Inc. of
Arkansas is licensed as an agent under Sections 2103(a) and 2103(b) of the
Insurance Law; Aon Risk Services, Inc. of Colorado is licensed as a broker
under Section 2104 of the Insurance Law; Aon Risk Services, Inc. of Connecticut
is licensed as a broker under Section 2104 of the Insurance Law; Aon Risk Services,
Inc. of Florida is licensed as a broker under Section 2104 of the Insurance Law
and as an agent under Section 2103(b) of the Insurance Law; Aon Risk Services,
Inc. of Georgia is licensed as an agent under Section 2103(b) of the Insurance
Law; Aon Risk Services, Inc. of Illinois is licensed as a broker under Section 2104
of the Insurance Law and as an agent under Sections 2103(a) and 2103(b) of the
Insurance Law; Aon Risk Services, Inc. of Indiana is licensed as an agent under
Section 2103(b) of the Insurance Law; Aon Risk Services, Inc. of Kansas is
licensed as an agent under Section 2103(b) of the Insurance Law; Aon Risk Services,
Inc. of Maryland is licensed as a broker under Section 2104 of the Insurance
Law; Aon Risk Services, Inc. of Massachusetts is licensed as a broker under
Section 2104 of the Insurance Law; Aon Risk Services, Inc. of Michigan is
licensed as a broker under Section 2104 of the Insurance Law; Aon Risk Services,
Inc. of Minnesota is licensed as a broker under Section 2104 of the Insurance
Law; Aon Risk Services, Inc. of Nebraska is licensed as an agent under Section
2103(b) of the Insurance Law; Aon Risk Services, Inc. of New Jersey is licensed
as a broker under Section 2104 of the Insurance Law; Aon Risk Services, Inc. of
New York is licensed as a broker under Section 2104 of the Insurance Law, as an
excess line broker under Section 2105 of the Insurance Law, as an agent under
Sections 2103(a) and 2103(b) of the Insurance Law and as a reinsurance
intermediary under Section 2106 of the Insurance Law; Aon Risk Services, Inc.
of Ohio is licensed as a broker under Section 2104 of the Insurance Law; Aon
Risk Services,


 


25





















 


Inc. of Oklahoma is licensed
as an agent under Section 2103(b) of the Insurance Law; Aon Risk Services, Inc.
of Oregon is licensed as an agent under Section 2103(b) of the Insurance Law;
Aon Risk Services, Inc. of Pennsylvania is licensed as an agent under Section
2103(b) of the Insurance Law; Aon Risk Services, Inc. of Rhode Island is
licensed as a broker under Section 2104 of the Insurance Law; Aon Risk
Services, Inc. of Virginia is licensed as a broker under Section 2104 of the
Insurance Law; Aon Risk Services, Inc. of Washington is licensed as a broker
under Section 2104 of the Insurance Law; Aon Risk Services, Inc. of Washington
D.C. is licensed as an agent under Section 2103(b) of the Insurance Law; Aon
Risk Services of Central California Insurance Agency Services is licensed as a
broker under Section 2104 of the Insurance Law; Aon Risk Services of Missouri,
Inc. is licensed as a broker under Section 2104 of the Insurance Law; Aon Risk
Services of Northern California Insurance Agency is licensed as a broker under
Section 2104 of the Insurance Law; Aon Risk Services of Southern California
Insurance Agency Services is licensed as a broker under Section 2104 of the
Insurance Law; Aon Risk Services of Texas, Inc. is licensed as an agent under Section
2103(b) of the Insurance Law; Aon Specialty Re, Inc. is licensed as a
reinsurance intermediary under Section 2106 of the Insurance Law; ARM
International Corp. is licensed as a broker under Section 2104 of the Insurance
Law and as an agent under Sections 2103(a) and 2103(b) of the Insurance Law;
ARMRISK Corp. is licensed as a reinsurance intermediary under Section 2106 of
the Insurance Law; Financial & Professional Risk Solutions, Inc .is
licensed as an agent under Section 2103(b) of the Insurance Law and is licensed
as a broker under Section 2104 of the Insurance Law and as an excess line
broker under Section 2105 of the Insurance Law; Huntington T. Block Insurance
Agency, Inc. is licensed as an agent under Section 2103(b) of the Insurance Law
; Johnson Rooney Welch, Inc. is licensed as an agent under Section 2103(b) of
the Insurance Law; K & K Insurance Agency is licensed as an agent under
Section 2103(b) of the Insurance Law and is licensed as a broker under Section
2104 of the Insurance Law and as an excess line broker under Section 2105 of
the Insurance Law; Muirfield Agency. is licensed as an agent under Section 2103(b)
of the Insurance Law; Special Risk Resources Insurance Agency of New York, Inc.
is licensed as a broker under Section 2104 of the Insurance Law and as an agent
under Section 2103(b) of the Insurance Law; Swett & Crawford Corp. is
licensed as an agent under Section 2103(b) of the Insurance Law and is licensed
as a broker under Section 2104 of the Insurance Law and as an excess line
broker under Section 2105 of the Insurance Law; Swett & Crawford of
Illinois, Inc. is licensed as a broker under Section 2104 of the Insurance Law
and as an excess line broker under Section 2105 of the Insurance Law; Swett
& Crawford of Maine, Inc. is licensed as an agent under Section 2103(b) of
the Insurance Law and is licensed as a broker under Section 2104 of the
Insurance Law; Swett & Crawford of Ohio ,Inc. is licensed as an agent under
Section 2103(b) of the Insurance Law and is licensed as a broker under Section
2104 of the Insurance Law and as an excess line broker under Section 2105 of
the Insurance Law; Swett & Crawford of Pennsylvania, Inc. is licensed as an
agent under Section 2103(b) of the Insurance Law and is licensed as a broker
under Section 2104 of the Insurance Law and as an excess line broker under
Section 2105 of the Insurance Law; and UMS is licensed as a broker under
Section 2104 of the Insurance Law; and


WHEREAS, all of the
foregoing Respondents are wholly owned subsidiaries of Respondent Aon Corporation,
which is a Delaware corporation with its principal place of business in
Chicago, Illinois; and


WHEREAS, on or about
March 4, 2005, the Attorney General of the State of New York commenced a civil
action in the Supreme Court of the State of New York, County of New York, The People of the State of New York v. Aon
Corporation (the “Civil Action”), charging Respondent Aon Corporation
with deceptive practices in connection with the brokering of insurance business
in violation of the New York Executive Law, the General Business Law and common
law; and


WHEREAS, the Civil
Action has been resolved pursuant to an Agreement Among the Attorney General of
the State of New York, the Superintendent of Insurance of the State of New York
(“Superintendent”), the Attorney General of the State of Connecticut, the
Illinois Attorney General, the Director of the Division of Insurance, Illinois
Financial and Professional Regulation, and Aon Corporation, dated March 4, 2005
(“Settlement Agreement”), a copy of which is annexed hereto; and


 


26





















 


WHEREAS, the attached
Citation, dated March 4, 2005, charging the Respondents with having used
deceptive and dishonest practices, having demonstrated untrustworthiness, and
having engaged in determined violations of the Insurance Law, was duly served
on the Respondents; and


WHEREAS, Respondents
have been advised and are aware of their statutory right to notice and a hearing
on said charges; and


WHEREAS, Respondents
desire to resolve said charges by entering into a Stipulation on the terms and
conditions hereinafter set forth in lieu of proceeding with a hearing in this
matter; NOW THEREFORE,


IT IS HEREBY
STIPULATED AND AGREED by and between the Respondents and the New
York State Insurance Department (“Department”), subject to the approval of the
Superintendent, as follows:


1.             Respondents waive their right to further notice and
hearing in this matter, and agree to fully comply with all of the terms and
conditions of the Settlement Agreement.


2.             Respondents agree to cooperate fully in all Department
examinations of Respondents and in all Department investigations of current or
former employees of Respondents or licensees of the Department.


3.             Respondents acknowledge that this Stipulation may be
used against them in any future Department proceeding if there is reason to
believe the terms of the Settlement Agreement or this Stipulation have been
violated by Respondents, or if the Department institutes disciplinary action
against any Respondent for any reason other than the acts considered herein.


4.             The proceeding initiated by the attached Citation is
hereby resolved and discontinued by the Department.


Dated:    New York, NY


                March        ,
2005


 


	
   

  	
   

  	
  NEW YORK STATE INSURANCE
  DEPARTMENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Jon
  G. Rothblatt

  	
   

  
	
   

  	
   

  	
   

  	
  Principal
  Attorney

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AON CORPORATION, AFFINITY
  INSURANCE SERVICES, INC., AON CONSULTING, INC., AON BENEFIT SERVICES INC.,
  AON FINANCIAL SERVICES GROUP OF NEW YORK INC., AON RE, INC., AIS INSURANCE
  AGENCY INC., AON/ALBERT G. RUBEN INSURANCE AGENCY, AON/ALBERT G. RUBEN COMPANY
  (NEW YORK), INC., AON CONSULTING OF FLORIDA, AON CONSULTING OF NEW JERSEY
  (dba of AON CONSULTING, INC. , AON HAMOND & REGINE, INC., AON PRIVATE
  RISK MANAGEMENT INSURANCE AGENCY, INC., AON RISK SERVICES, INC. OF ARKANSAS,
  AON RISK SERVICES, INC. OF COLORADO, AON RISK SERVICES, INC. OF 

  



 


27





















 


	
   

  	
   

  	
  CONNECTICUT, AON RISK
  SERVICES, INC. OF FLORIDA, AON RISK  SERVICES, INC. OF GEORGIA, AON RISK SERVICES, INC.
  OF ILLINOIS, AON RISK SERVICES, INC. OF INDIANA, AON RISK SERVICES, INC. OF
  KANSAS, AON RISK SERVICES, INC. OF MARYLAND, AON RISK SERVICES, INC. OF MASSACHUSETTS,
  AON RISK SERVICES, INC. OF MICHIGAN, AON RISK SERVICES, INC. OF MINNESOTA,
  AON RISK SERVICES, INC. OF NEBRASKA, AON RISK SERVICES, INC. OF NEW JERSEY,
  AON RISK SERVICES, INC. OF NEW YORK, AON RISK SERVICES, INC. OF OHIO, AON
  RISK SERVICES, INC. OF OKLAHOMA, AON RISK SERVICES, INC. OF OREGON, AON RISK SERVICES,
  INC. OF PENNSYLVANIA, AON RISK SERVICES, INC. OF RHODE ISLAND, AON RISK
  SERVICES, INC. OF VIRGINIA, AON RISK SERVICES, INC. OF WASHINGTON, AON RISK
  SERVICES, INC. OF WASHINGTON D.C., AON RISK SERVICES. OF CENTRAL CALIFORNIA
  INSURANCE AGENCY SERVICES, AON RISK SERVICES OF MISSOURI, INC., AON RISK SERVICES.
  OF NORTHERN CALIFORNIA INSURANCE AGENCY, AON RISK SERVICES, OF SOUTHERN
  CALIFORNIA INSURANCE AGENCY SERVICES, AON RISK SERVICES OF TEXAS, INC., AON
  SPECIALTY RE, INC., ARM INTERNATIONAL CORP., ARMRISK CORP. FINANCIAL &
  PROFESSIONAL RISK SOLUTIONS, INC., HUNTINGTON T. BLOCK INSURANCE AGENCY,
  INC., JOHNSON ROONEY WELCH, INC., K & K INSURANCE AGENCY, MUIRFIELD
  AGENCY., SPECIAL RISK RESOURCES INSURANCE AGENCY OF NEW YORK, INC., SWETT
  & CRAWFORD CORP;SWETT & CRAWFORD OF ILLINOIS, INC., SWETT & CRAWFORD
  OF MAINE, INC., SWETT & CRAWFORD OF OHIO, INC., SWETT & CRAWFORD OF
  PENNSYLVANIA, INC., and UMS 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STATE OF

  	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
  )ss.:

  	
   

  
	
  COUNTY OF

  	
   

  	
   

  	
  )

  	
   

  



 


On this                 
day of March, 2005, before me personally came
                                      
, to me known, who, being by me duly sworn, did depose and say that he/she
resides at
                                      
; that he/she is the
                                      
of Aon Corporation., the corporation described in and which executed the above
instrument on behalf of each of the entities listed above; and that he/she
signed his/her name thereto by order of the board of directors of said
corporation.


 




	
   

  
	
  Notary Public

  






 


28





















 


THE
FOREGOING STIPULATION IS HEREBY APPROVED.


Dated:    New York, NY


                March        ,
2005


 


 




	
   

  	
  HOWARD MILLS

  
	
   

  	
  Acting Superintendent of
  Insurance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
  Audrey Samers

  
	
   

  	
  Deputy Superintendent &
  General Counsel

  






 


29





















EXHIBIT 5


 


	
  WITHDRAWAL

  	
  STATE
  OF CONNECTICUT

  	
  DOCKET NO.

  
	
  JD-CV-41 Rev. 10-01 

  	
  SUPERIOR COURT

  	
   

  
	
   

  	
  www.jud.state.ct.us 

  	
  RETURN DATE 

  
	
  COMPLETE ALL
  SECTIONS BELOW

  	
   

  
	
   

  	
   

  



 


	
  NAME OF CASE (FIRST-NAMED PLAINTIFF
  VS. FIRST- NAMED DEFENDANT)

  Richard Blumenthal, Attorney
  General St. of CT v. Aon Consulting, Inc. et. al.

  
	
  ý

  	
  Judicial District

  	
  o

  	
  Housing Session

  	
  o

  	
  G.A. No.

  	
   

  	
   

  	
   

  	
  ADDRESS OF COURT (No., street, town and zip code)

  95
  Wshington Street, Hartford, CT 06106

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  I (check only one box) THIS WITHDRAWAL IS BEING FILED
  BECAUSE THE DISPUTE HAS BEEN RESOLVED BY:

  
	
  I. COURT-ANNEXED ADR

  	
  II. COURT INTERVENTION

  	
   

  
	
  411088

  	
  o Early Intervention

  	
  411098

  	
  o Pretrial Conference

  	
   

  
	
  411089

  	
  o Early Neutral Evaluation

  	
  411099

  	
  o Trial
  Management Conference

  
	
  411090

  	
  o Attorney Trial Referee

  	
  411100

  	
  o Commencement of Trial

  	
  (court trial - first witness sworn;

  
	
  411091

  	
  o Fact-Finding

  	
   

  	
   

  	
  jury trial -
  trial jurors sworn)

  
	
  411093

  	
  o Arbitration

  	
  III. PRIVATE ADR

  	
   

  
	
  411094

  	
  o Mediation

  	
  411102

  	
  o Provider Name:

  	
   

  	
   

  
	
  411095

  	
  o Special Masters

  	
   

  	
   

  	
   

  
	
  411096

  	
  o Summary Jury Trial

  	
  IV. OTHER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  411103

  	
  ý
  Discussion of Parties on Their Own

  
	
   

  	
   

  	
   

  	
   

  	
  415602

  	
  o
  Unilateral Action of Party(ies)

  
	
  SECTION
  II

  	
  WITHDRAWAL

  	
   

  
	
  (Do not check the following two boxes if any
  intervening complaints, cross complaints, counterclaims, or third party
  complaints remain pending in this case. See below for partial withdrawal of
  action.)

  
																				



	
  - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - -  - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - -   DISPOSITIVE   - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  -  - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - 

  



	
  (WDACT)

  	
  ý The Plaintiff’s action is WITHDRAWN AS
  TO ALL DEFENDANTS without costs to any party.

  	
  

  
	
  (WOARD)

  	
  o A judgment has been rendered against
  Defendant(s):

  	
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and the
  Plaintiff’s action is WITHDRAWN AS TO ALL REMAINING DEFENDANTS without costs.
  

  
				



	
  - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - -  - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - -   PARTIAL   - - - - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  -  - - - - - - - - - - - - - - - - - -
  - - - - - - - - - - - - - - 

  



	
   

  	
  The

  	
   

  	
   

  
	
  (WDCOMP)

  	
  o Complaint

  	
   

  	
   

  
	
  (WDCOUNT)

  	
  o Counts of the complaint:

  	
   

  	
   

  	
   

  
	
  (WDINTCO)

  	
  o Intervening Complaint

  	
   

  	
   

  
	
  (WDTHPC)

  	
  o Third Party Complaint

  	
   

  	
   

  
	
  (WAPPCOM)

  	
  o Apportionment Complaint

  	
   

  	
   

  
	
  (WDCC)

  	
  o Cross Complaint (cross claim)

  	
   

  	
   

  
	
  (WOC)

  	
  o Counterclaim

  	
   

  	
   

  
	
  (WOAAP)

  	
  o Plaintiff(s):

  	
   

  	
   

  	
   

  	
   

  
	
  (WOAAD)

  	
  o Complaint against defendant(s):

  	
   

  	
   

  	
  only w/o costs

  
	
   

  	
   

  o Other:

  	
   

  
	
   

  	
  in the above entitled action is withdrawn.

  	
   

  	
   

  
													



 


	
  SIGNATURE
  REQUIRED

  



 


	
  Plaintiff

  	
  Richard Blumenthal, AG St. of CT

  	
  ;

  	
  By

  	
   

  	
  Attorney

  
	
  Plaintiff

  	
   

  	
  ;

  	
  By

  	
   

  	
  Attorney

  
	
  Defendant 

  	
   

  	
  ;

  	
  By

  	
   

  	
  Attorney

  
	
  Defendant 

  	
   

  	
  ;

  	
  By

  	
   

  	
  Attorney

  
	
  NAME & ADDRESS

  	
  Robert Snook, Assistant Attorney General

  
	
  OF
  SIGNER:

  	
  55 Elm Street,
  P.O. Box 120, Hartford, CT 06106

  
	
   

  	
   

  
	
  SECTION
  III

  	
  CERTIFICATION

  	
   

  
	
  I hereby certify that a copy was mailed/delivered to
  all counsel and pro se parties of record on:

  	
  DATE

  	
  SIGNED (Individual attorney or pro se party)

  X

  	
  PHONE NO. (Area code first)

  860-808-5040

  
	
  NAME OF EACH PARTY SERVED *

  Kirkland & Ellis LLP

  	
  ADDRESS AT WHICH SERVICE WAS MADE*

  655 Fifteenth Street, NW

  Washington, DC 20005

  
	
   

  
												



* If
necessary, attach additional sheet with names of each party served and the address
at which service was made.


 


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EXHIBIT
6


IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS


COUNTY
DEPARTMENT — CHANCERY DIVISION


	
  THE PEOPLE OF THE STATE OF
  ILLINOIS

  	
  )

  	
   

  
	
  ex rel. LISA MADIGAN,

  	
  )

  	
   

  
	
  Attorney General of the
  State of Illinois,

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  )

  	
   

  
	
  Plaintiff,

  	
   

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  )

  	
  Case
  No.

  
	
  v.

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  THE AON CORPORATION,

  	
   

  	
  )

  
	
   

  	
  )

  	
   

  
	
  Defendant.

  	
  )

  	
   

  



 


CONSENT
ORDER


This Consent Order memorializes a Settlement Agreement
made by and between (a) LISA MADIGAN, Attorney General of the State of Illinois
(hereinafter “Plaintiff” or the “Attorney General”), and (b) The Aon
Corporation (“Defendant”).


THE COURT FINDS THE FOLLOWING:


A.            That
this Court has jurisdiction over the subject matter and over the parties
herein, namely Defendants THE AON CORPORATION and Plaintiff THE PEOPLE OF THE
STATE OF ILLINOIS, ex rel. LISA MADIGAN, Attorney General of the State of
Illinois.


B.            That
the Attorney General of the State of Illinois, acting on behalf of the People
of the State of Illinois was and is the proper party to commence these
proceedings pursuant to the authority granted to the Attorney General under the
Illinois Consumer Fraud And Deceptive


 


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Business Practices Act (815 ILCS §§ 505/1 et seq.) and the Illinois Insurance Code
(215 ILCS 5/500-70(a)(8)).


C.            That the Attorney General and the Defendant have reached
an agreement as to the terms on which they desire to settle the claims asserted
by the Attorney General in this action, without requiring the extensive time
and financial costs associated with further litigation.


D.            That in furtherance of that end, the parties acknowledge
that this Consent Order has been entered as a result of the desire to resolve
these actions as expeditiously as possible between and amongst the parties, and
to avoid further litigation.


NOW THEREFORE, IT IS HEREBY ORDERED
THAT:


1.             Entry Of Judgment:
Judgment is hereby entered on the terms set forth in Exhibit A to this Order,
which is incorporated by reference


2.             Judgment Recorded:
This Consent Order will be recorded immediately upon entry.


3.             Dismissal With
Prejudice: Plaintiff will voluntarily dismiss this action with prejudice
pursuant to 735 ILCS 5/2-1009. Notwithstanding the dismissal of this Action
with prejudice, the parties hereby agree that this Court shall retain
jurisdiction over this matter for the purposes of enforcing the terms of this
Consent Order.


4.             Binding Agreement:
This Consent Order shall be binding upon, and its benefits shall inure to, Defendant
and its respective heirs, representatives, successors and assigns, as well as Plaintiff’s
respective representatives, successors and assigns.


5.             Entire Agreement:
This Consent Order represents the entire agreement between Plaintiff and
Defendant. All agreements, covenants, representations and warranties, express
or


 


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implied, oral or written,
of the parties hereto concerning the subject matters hereof are contained herein.
All prior and contemporaneous negotiations, possible and alleged agreements, representations,
covenants and warranties, between the parties, concerning the subject matter
hereof are merged herein.


6.             Severability:
If any portion, clause, phrase or term of this Consent Order is later determined
by a court of law to be invalid or unenforceable, for whatever reason, the
remaining provisions of this Consent Order will remain valid and in effect as
to the parties, and will be unaffected by said determination.


7.             Binding Authority:
The signatories below acknowledge that they have the lawful authority to bind
the parties for whom they are signing to the terms of this Consent Order as
herein represented.


	
  AGREED TO:

  	
   

  
	
   

  	
   

  
	
  THE PEOPLE OF
  THE STATE

  	
   

  
	
  OF ILLINOIS, ex
  rel.,

  	
   

  
	
  LISA MADIGAN

  	
   

  
	
  Attorney General
  of Illinois

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Assistant
  Attorney General

  	
   

  
	
   

  	
   

  
	
  AON CORPORATION

  	
   

  	
  Enter:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  lts:

  	
   

  	
  Date:

  



 


 


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