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Exhibit 10.1.1
Letterhead of Arthur J.
Gallagher & Co.
July 22, 2009
Mr. Brent D.
Stratton
Assistant Chief Deputy Attorney
General
Office of the Attorney General
State of Illinois
100 W. Randolph Street
Chicago, IL 60601
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Re:
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Amendment to
Assurance of Voluntary Compliance
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Brent:
This letter will amend the Assurance
of Voluntary Compliance with the Office of the Attorney General of
the State of Illinois (the “Attorney General”) dated
May 18, 2005, as amended from time to time (the
“AVC”). Pursuant to discussions between Arthur J.
Gallagher & Co. (“Gallagher”) and the Attorney
General, the Attorney General and the Department have agreed to
modify the AVC to (i) permit Gallagher to accept contingent
compensation, (ii) clarify the prohibition on accepting
anything of value from an insurance company, and (iii) provide
a form of disclosure regarding Contingent Compensation. In
furtherance of the foregoing, the Attorney General and Gallagher
hereby agree as follows:
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1.
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Effective
October 1, 2009, Gallagher may accept Contingent Compensation,
as defined in paragraph 9 of the Business Reforms section of the
AVC (“Prohibition of Contingent Compensation”).
Accordingly, effective October 1, 2009, paragraph 9 of the AVC
will no longer be binding upon Gallagher.
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2.
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Paragraph 8 of
the Business Reforms section of the AVC shall be amended and
restated in its entirety as follows:
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8.
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Gallagher, will
not directly or indirectly accept or request anything with a
material value ($500 or more) from an insurance company including,
but not limited to, money, credits, loans, forgiveness of principal
or interest, prizes, gifts or the payment of employee salaries or
expenses; provided, however, this limitation will not apply to
expenses associated with insurance company or trade association
sponsored trips, conventions or business meetings.
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Mr. Bre
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