Exhibit 10.1
AMENDMENT # 3
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 #2
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, pursuant to paragraph 31 of the Assurance, the parties recognize
that Xxxxxx has the right to request that the parties modify this Agreement if
compliance with any aspect of this Agreement proves impracticable; and
WHEREAS, the parties have agreed to amend the Assurance to permit Xxxxxx to
engage in certain business practices, consistent with the terms and conditions
of this Agreement;
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 first and
second sentences shall be amended to read as follows:
"In connection with its insurance brokerage, agency, producing, consulting
and other services in placing, renewing, consulting on or servicing any
insurance policy, Willis 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; a specific fee for service(s) to be paid by the insurer
set at the time of purchase, renewal, placement or servicing of the
insurance policy; or a combination of fee and commission. Willis shall
accept no such commissions or fees unless, before the binding of any such
policy, or provision of any such service: (a) Xxxxxx in plain, unambiguous
written language fully discloses such commissions or fees in either dollars
or percentage amounts, and the specific nature of each service for which
fees are to be received; and (b) the U.S. client consents in writing."
2. Paragraph 14 of the Assurance is hereby amended in its entirety to read as
follows:
"Willis 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
Xxxxxx in connection with the coverage of the client's risk with all terms,
including but not limited to any Willis interest in or contractual
agreements with any of the prospective insurers, and all Compensation to be
received by Willis 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 P.
7 of the Assurance 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, provided that the Superintendent and the Attorney General may
modify or limit such annual disclosure requirements in order to reduce
unreasonable administrative burden upon Xxxxxx. The parties agree that this
Paragraph shall not apply to MGA Compensation."
3. Paragraph 21 of the Assurance is hereby amended in its entirety to read as
follows:
"The Board of Directors of Xxxxxx shall file annual reports with the
Superintendent on compliance with the standards of conduct regarding
Compensation arrangements for five (5) years commencing in December 2005,
which shall also include the amount of each form of Compensation received
by Willis from each insurer with which it placed insurance during the
preceding year, provided that the Superintendent may modify or limit such
annual report requirements in order to reduce unreasonable administrative
burden upon Xxxxxx."
4. Other than as amended above, the Assurance shall remain in full force and
effect.
5. All references in the Stipulation to the Assurance of Discontinuance shall
be deemed to include this Amendment.
6. This Amendment may be executed in counterparts.
WHEREFORE, the following signatures are affixed hereto on this ____ day of
August, 2007.
Honorable Xxxxxx Xxxxx Honorable Xxxx Xxxxxxx
---------------------- --------------------------
Attorney General Superintendent of Insurance
State of New York New York State Insurance
000 Xxxxxxxx, 00xx Xxxxx Xxxxxxxxxx
Xxx Xxxx, XX 00000 00 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Group Holdings Limited
Xxxxxx North America Inc.
Xxxxxx of New York, Inc. and
for purposes of the Stipulation,
on behalf of the Xxxxxx Group
By:
-----------------
Xxxx X. Xxxxxxx
Chief Legal Officer
1 World Financial Center
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
