AMENDMENT#2 TO AGREEMENTAMONG THE ATTORNEY GENERAL OF THE STATE OF NEW YORK, THE SUPERINTENDENT OFINSURANCE OF THE STATE OF NEW YORK, THE ATTORNEY GENERAL OF THE STATE OFCONNECTICUT, THE ILLINOIS ATTORNEY GENERAL, THE DIRECTOR OF THE DIVISION OFINSURANCE, ILLINOIS DEPARTMENT OF FINANCIAL AND PROFESSIONALREGULATION, AND AON CORPORATION AND ITSSUBSIDIARIES AND AFFILIATES (COLLECTIVELY AON) DATED MARCH 4, 2005 (hereinafter,the Settlement Agreement)

Exhibit 10.2

AMENDMENT #2 TO

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 (hereinafter, the “Settlement Agreement”)

WHEREAS, on July 20, 2005 the parties entered into Amendment #1 to the Settlement Agreement to clarify its application to certain Aon businesses and practices;

WHEREAS, the parties have agreed to further amend the Settlement Agreement to clarify its application to certain other Aon businesses;

NOW THEREFORE, the parties agree that the Settlement Agreement shall be clarified and amended as follows:

1.             The Settlement Agreement has not been applicable to and shall not be applicable to the below-listed wholesale brokerage subsidiaries of Aon that are subject to the Purchase Agreement dated September 22, 2005 among Aon and certain of its affiliates and HMSC Holdings Corp. (the “Swett & Crawford Subsidiaries”) so long as the purchase of such Subsidiaries is completed by end of December 31, 2005. If the Swett & Crawford Subsidiaries remain as Aon subsidiaries on January 1, 2006, the Settlement Agreement shall apply to the Swett & Crawford subsidiaries as of that date. The Swett & Crawford Subsidiaries are:

The Swett & Crawford Group, Inc.

Swett & Crawford

Swett & Crawford of Hawaii, Inc.

Swett & Crawford of Texas, Inc.

Swett & Crawford of Colorado, Inc.

Swett & Crawford Insurance Agency of Massachusetts, Inc.

Swett & Crawford of Arizona, Inc.

Swett & Crawford of Connecticut, Inc,

Swett & Crawford of Idaho, Inc,

Swett & Crawford of Maine, Inc.

Swett & Crawford of Nevada, Inc.

Swett & Crawford of Pennsylvania, Inc.

Swett & Crawford of Illinois, Inc.

Swett & Crawford of Ohio, Inc.

J.H. Blades & Co., Inc.

J.H. Blades & Co. (Agency) Inc.

Sherwood Insurance Services

Sherwood Insurance Services of Washington, Inc.