EXHIBIT 10.1
AMENDMENT #2
TO THE ASSURANCE OF DISCONTINUANCE PURSUANT TO EXECUTIVE LAW ss. 00(00) XXXXXXX
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK AND XXXXXX GROUP HOLDINGS LTD,
XXXXXX NORTH AMERICA INC., AND XXXXXX OF NEW YORK, INC. (collectively "WILLIS")
DATED APRIL 7, 2005 (hereinafter, the "Assurance") and
AMENDMENT #1
TO THE STIPULATION ENTERED INTO BY THE NEW YORK INSURANCE DEPARTMENT WITH WILLIS
AND CERTAIN WILLIS AFFILIATES AS SPECIFIED THEREIN (collectively "XXXXXX GROUP")
DATED APRIL 8, 2005 (hereinafter, the "Stipulation")
WHEREAS, the parties recognize that part of Xxxxxx'x business is to act
as a managing general agent or underwriting manager for insurance carriers; and
WHEREAS, the parties have agreed to amend the Assurance to clarify the
permissible means by which Willis may act and be compensated as a managing
general agent or underwriting manager;
NOW, THEREFORE, the parties hereby agree that the Assurance shall be
clarified and amended as follows:
1. Paragraph 7 of the Assurance is hereby amended, such that the following
shall be added after the second sentence of Paragraph 7:
"The parties agree that the preceding two sentences shall not apply to
MGA Compensation, which Xxxxxx may receive when and to the extent it
acts as an MGA.
As used herein,
(a) Xxxxxx shall be acting as an "MGA" when: (i) Xxxxxx 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, Willis (A)
communicates with prospective insureds only through professional
insurance brokers (including those units of Willis 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 Xxxxxx receives from the
appointing insurer as consideration for the MGA services Xxxxxx renders
to such insurer."
2. Paragraph 9 of the Assurance 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 13 of the Assurance is
hereby deleted, and the following shall be added in its place and stead:
"a) the Compensation received or to be received by Xxxxxx (other than
MGA Compensation),"
4. Paragraph 14 of the Assurance 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 Assurance shall remain in full force
and effect.
6. All references in the Stipulation to the Assurance of Discontinuance
shall be deemed to include this Amendment.
7. This Amendment may be executed in counterparts.
WHEREFORE, the following signatures are affixed hereto on this ___ day of
August, 2006.
XXXXX XXXXXXX XXXXXX XXXXX
------------------------------------- -------------------------------------
Attorney General of the Superintendent of Insurance
State of New York New York State Insurance Department
000 Xxxxxxxx, 00xx Xxxxx 00 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Xxxxxx Group Holdings Limited,
Xxxxxx North America Inc. and
Xxxxxx of New York, Inc. and
for purposes of the Stipulation,
on behalf of the Xxxxxx Group
By:
---------------------------------
Xxxx X. Xxxxxxx
Assistant General Counsel
Xxxxxx Group Holdings Limited
