HomeMy WebLinkAbout20052999.tiff GENERAL RELEASE
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This RELEASE(the"Release")is executed this t u day of( )G' k,L, 2005 by RELEASOR
(defined below)in favor of RELEASEE(defined below).
DEFINITIONS
"RELEASOR" refers to Weld County, Colorado and any of its affiliates, subsidiaries, associates,
general or limited partners or partnerships, predecessors, successors, or assigns, including, without
limitation, any of their respective present or former officers, directors, trustees, employees, agents,
attorneys, representatives and shareholders, affiliates, associates, general or limited partners or
partnerships, heirs, executors, administrators, predecessors, successors, assigns or insurers acting on
behalf of RELEASOR.
"RELEASEE" refers to Arthur J. Gallagher & Co. and any of its subsidiaries, affiliates, associates,
general or limited partners or partnerships, predecessors, successors, or assigns, including, without
limitation, any of their respective present or former officers, directors, trustees, employees, agents,
attorneys, representatives and shareholders, affiliates, associates, general or limited partners or
partnerships, heirs, executors, administrators, predecessors, successors, assigns or insurers
(collectively, "Gallagher"). _
"Assurance" refers to a certain Assurance of Voluntary Compliance between Gallagher and the
Attorney General of the State of Illinois ("ILAG") and the Director of Insurance of the State of
Illinois ("Director") dated May 18, 2005, relating to an investigation commenced against Gallagher
by ILAG and Director.
RELEASE _
In consideration for the total payment of $203.44 in accordance with the terms of the
Assurance, RELEASOR does hereby fully release, waive and forever discharge RELEASEE from
any and all claims, demands, debts, rights, causes of action or liabilities whatsoever, including
known and unknown claims, now existing or hereafter arising, in law, equity or otherwise, whether
under state, federal or foreign statutory or common law, and whether possessed or asserted directly,
indirectly, derivatively, representatively or in any other capacity to the extent any such claims are
based upon, arise out of or relate directly or indirectly to, in whole or in part, any of the allegations,
acts, omissions, transactions, events, types of conduct or matters that are the subject of the Attorney
General's Investigation and Director's Investigation as those investigations are defined in the
Assurance ("Released Claims"), except for claims which are based upon, arise out of or relate to the
purchase or sale of Gallagher securities.
Waiver of Section 1542 of the California Civil Code. Releasor acknowledges that they may have
sustained or may yet sustain damages, costs or expenses that are presently unknown and that relate
to claims between Releasor, or any of them, and the Releasee. Releasor expressly waives and
relinquishes all rights and benefits which they may have under any state or federal statute or
common-law principle that would otherwise limit the effect of this Release to claims known or
suspected prior to the date they sign this Release, including but not limited to the protections
afforded by statutes such as Section 1542 of the Civil Code of the State of California, and do so
understanding and acknowledging the significance and consequences of such specific waiver.
Section 1542 of the California Civil Code provides that: Pe cc cf
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"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
THE DEBTOR"
Thus, for the purpose of implementing a full and complete release and discharge of the Releasee
and Released Claims, Releasor and each of them expressly acknowledge that this Release is
intended to include in its effect, without limitation, all claims which they do not know or suspect to
exist in their favor at the time of execution hereof and that this Release contemplates the
extinguishment of any such claim or claims. Releasor and each of them hereby represent and
warrant that they understand the effect of this waiver of said Civil Code section.
In the event that the total payment referred to herein is not made for any reason, then this
RELEASE shall be deemed null and void, provided that any payments received by RELEASOR
shall be credited to Gallagher in connection with any claims that RELEASOR may assert against
Gallagher, or that are asserted on behalf of RELEASOR or by a class of which RELEASOR is a
member, against Gallagher.
This RELEASE may not be changed orally and shall be governed by and interpreted in accordance
with the internal laws of the State of Illinois, without giving effect to choice of law principles,
except to the extent that federal law requires that federal law governs. Any disputes arising out of or
related to this RELEASE shall be subject to the exclusive jurisdiction of the Circuit Court of Cook
County, Illinois or, to the extent federal jurisdiction exists, the United States District Court for the
Northern District of Illinois.
Releasor represents and warrants that the claims have not been sold, assigned or hypothecated in
whole or in part, that the Releasor has either had the opportunity to have this Release reviewed by
legal counsel or voluntarily decided to forego such legal advice, and that this Release is being freely
and voluntarily entered into and signed by Releasor.
DATED: /0/70/0 S
RELEASOR: P Cl ( 07.1_41 TV 4 /6,72/00
BY: `-n VIL,
PRINT NAME: Oil 1 i f%y'4 gep..-�e
TITLE: (t 1frZ �jc+ of WQ (d to-u-r,T/ d/yir55/Owe?
CHI:I526657.5 111111111111111111111111111111111111111111111
Arthur J. Gallagher & Co.
September 30, 2005
061472 T250 ****AUTO** ALL FOR AADC 800
Weld County, Colorado
Don Warden
PO Box 758
Greeley, CO 80632-0758
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Dear Gallagher Client:
As you may be aware,on May 18,2005 Arthur J. Gallagher&Co. entered into an agreement(the
Agreement)with the Illinois Division of Insurance and the Illinois Attorney General to resolve
issues related to our receipt of contingent commissions. Under the terms of that agreement,
Gallagher will establish a Fund in which you are eligible to participate. The amount for which
you are eligible under the Fund is $203.44. A statement showing how the amount was
determined is attached. Additional information on the Fund is enclosed with this letter,which I
encourage you to review carefully before deciding whether or not to participate. The press
release we issued at the time of the agreement is available for your review on our Web site,
www.ajg.com.
If you decide to participate in the Agreement, you will receive payments from Gallagher from the
Fund,but you will give up any right you may have to pursue your own claim against Gallagher
and to seek money from Gallagher including any claim you may have against Gallagher in the
putative federal class action pending in New Jersey, as described in the information statement
accompanying this letter above and beyond what you are allocated from the Fund.
In order to participate in the Agreement and receive the settlement amount set forth above,you
need only fill out the enclosed release form and send it to Gallagher. No other action is required.
You may return this form by December 31, 2005. If you do nothing(that is,if you do not
send Gallagher the enclosed release), you will not receive any money from the Fund.
Please read the enclosed information carefully, and if you have any additional questions,please
contact your account executive. We would like to once again thank you for your business and
your support as we work to put this matter behind us.
If you have any questions about the Agreement,you may visit our Web site,www.ajg.com or call
your account executive.
Sincerele ef7
J. Patrick Gallagher
President and Chief Executive Officer
Enclosure
The Gallagher Centre
Two Pierce Place
Itasca, IL 60143-3141
www.ajg.com 061472
STATEMENT
Policyholder: Weld County, Colorado
Address: PO Box 758
Greeley, CO 80632-0758
Retail Contingent
Commission or
Override Revenue Distribution to
Business Insurance Policy # Year Premium/Fee Recorded by Policyholder
Unit Company Gallagher
Denver St.Paul Travelers Companies 100729968 2002 $7,230.00 $127.44 $40.46
Denver St.Paul Travelers Companies 100729968 2003 $2,594.00 $49.31 $15.66
Denver St.Paul Travelers Companies 19S100729968BCA 2002 $1,388.00 $24.47 $7.77
Denver St.Paul Travelers Companies 19S100729968BCA 2003 $11,520.00 $219.00 $69.53
Denver St.Paul Travelers Companies 19S100729968BCA 2004 $11,520.00 $220.53 $70.02
6:46•jc Total: $203.44
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III I I
Information Covering
The Assurance of Voluntary Compliance and Stipulation and Consent
On May 18, 2005, Arthur J. Gallagher& Co. ("Gallagher")entered into an Assurance of
Voluntary Compliance("AVC")with the Illinois Attorney General,and Stipulation and Consent
("Stipulation")with the Director of the Division of Insurance,Illinois Department of Financial
and Professional Regulation(the"Illinois Authorities").
The AVC and Stipulation involve no fines or penalties and Gallagher admits no wrongdoing or
liability. No suit was filed by the Illinois Authorities,nor were there any findings of bid rigging,
price fixing or fraud by Gallagher.
The full text of the AVC and Stipulation are available for your review on our website,ajg.com
As part of the AVC and Stipulation, Gallagher will create a fund in the amount of$26,962,500
for distribution to eligible policyholders (the"Fund").
Under the AVC and Stipulation,Gallagher was required to calculate,in accordance with a
formula approved by the Illinois Authorities,the amount of money each of the eligible
policyholder clients who retained Gallagher to place,renew, consult on or service insurance with
inception or renewal dates between January 1,2002 through December 31, 2004 is eligible to —
receive. The formula allocates the $26,962,500 Fund among eligible policyholders according to
the proportion of contingent commissions(if any)Gallagher earned related to the placement of —
their programs.
The enclosed Distribution Statement sets forth the payment from the Fund to which you are —
entitled based on a calculation method approved under the AVC and Stipulation. The decision
whether or not to participate in the Fund distribution is entirely voluntary.
How to Participate
You have until December 31, 2005 to request a distribution from the Fund. If you elect to
receive a cash distribution, you must sign and return the enclosed Release Form,which was
approved by the Illinois Authorities. If you accept a distribution and sign a Release Form,you
will not be able to pursue Gallagher for claims covered by the AVC and Stipulation including
those raised in a putative class action against Gallagher and other companies that is currently
pending in the District Court of New Jersey entitled In Re: Insurance Brokerage antitrust
Litigation, Civil No. 04-5184 (FSH), MDL No. 1663, or any other pending actions. These
actions assert numerous violations of federal and state statutory and common law and seek
various forms of damages and other relief on behalf of policyholders.
For More Information
If you have questions about the AVC or Stipulation,please call your account executive.
Enclosed with this mailing are the Release Form, your Distribution Statement,and the return
envelope for the Release Form.
Thank you.
CHI:1575593.1
061472
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