AMENDMENT #2 TO AGREEMENT BETWEEN THE ATTORNEY GENERAL OF THE STATE OF NEW YORK AND THE SUPERINTENDENT OF INSURANCE OF THE STATE OF NEW YORK, AND MARSH & McLENNAN COMPANIES, INC., MARSH, INC. AND THEIR SUBSIDIARIES AND AFFILIATES (collectively...

Exhibit 10.1

AMENDMENT #2 TO

AGREEMENT BETWEEN THE ATTORNEY GENERAL OF THE STATE OF NEW

YORK AND THE SUPERINTENDENT OF INSURANCE OF THE STATE OF NEW

YORK, AND XXXXX & XxXXXXXX COMPANIES, INC., XXXXX, INC. AND THEIR

SUBSIDIARIES AND AFFILIATES (collectively “MARSH”) DATED JANUARY 30, 2005

(hereinafter, the “Settlement Agreement”)

WHEREAS, the parties have agreed to amend the Settlement Agreement to clarify its

application to certain Marsh businesses and practices;

NOW THEREFORE, the parties agree that the Settlement Agreement shall be clarified

and amended as follows:

If The Xxxxxxxxxx Group, Inc. or Price Forbes Limited (UK) or any of their direct or

indirect subsidiaries are no longer directly or indirectly owned by Xxxxx as of October 31, 2005,

then such entity or entities which are no longer owned by Marsh shall not be subject the

requirements of the Settlement Agreement. If The Xxxxxxxxxx Group, Inc. or Price Forbes

Limited (UK) or any of their direct or indirect subsidiaries remain directly or indirectly owned by

Marsh on October 31, 2005, then the provisions of the Settlement Agreement shall continue to

apply to such entity or entities, even if sold at a later date.

WHEREFORE, the following signatures are affixed hereto on this 27th day of

September, 2005.

XXXXX XXXXXXX

XXXXXX XXXXX

/s/ Xxxxx Xxxxxxx	/s/ Xxxxxx Xxxxx
Attorney General	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

Xxxxx & XxXxxxxx Companies, Inc.

Xxxxx Inc.

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