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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

FORM 10-K

(Mark One)	 	
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	

For the fiscal year ended December 31, 2007	

OR	

o	
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	

Commission file number: 1-7933	

Aon Corporation
 (Exact name of registrant as specified in its charter)

DELAWARE 
(State or Other Jurisdiction of
Incorporation or Organization)	36-3051915 
(I.R.S. Employer
Identification No.)	

200 E. RANDOLPH STREET
CHICAGO, ILLINOIS 
(Address of Principal Executive Offices)	
60601 
(Zip Code)	

(312) 381-1000 
(Registrant's telephone number, including area code)	

Securities registered pursuant to Section 12(b) of the Act:	

Title of Each Class
	
Name of Each Exchange
on Which Registered

Common Stock, $1 par value	
New York Stock Exchange	

Securities registered pursuant to Section 12(g) of the Act: NONE	

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES  ý     NO  o
         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES  o     NO  ý
         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES  ý     NO  o
         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý
         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ý	 	Accelerated filer  o	 	Non-accelerated filer  o	 	Smaller reporting company  o	
 	 	(Do not check if a smaller reporting company)	 	 	
         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  o     NO  ý
         As of June 29, 2007, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $11,534,593,022 based on the closing sales price as reported on the New York Stock Exchange—Composite Transaction Listing.
         Number of shares of common stock outstanding as of January 31, 2008 was 305,525,469.
DOCUMENTS INCORPORATED BY REFERENCE
         Portions of Aon Corporation's Proxy Statement for the 2008 Annual Meeting of Stockholders to be held on May 16, 2008 are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

 PART I
Item 1.    Business.
OVERVIEW
        Upon the completion of Aon Corporation's ("Aon," "we," "us," or "our") planned sales of its Combined Insurance Company of America ("CICA") and Sterling Life Insurance Company ("Sterling") subsidiaries, Aon will serve its clients through two operating segments via its various subsidiaries worldwide:
•
Risk and Insurance Brokerage Services acts as an advisor and insurance broker, helping clients manage their risks, as well as negotiating and placing insurance risk with insurance carriers through our global distribution network.

•
Consulting provides advice and services to clients for employee benefits, compensation, management consulting, communications, strategic human resource consulting, financial advisory and litigation consulting, and human resource outsourcing.

        In December 2007, we announced that we signed separate definitive agreements to sell our CICA and Sterling subsidiaries. These two subsidiaries represented the majority of the operations of our former Insurance Underwriting segment, and their results have been reclassified to discontinued operations for all periods presented.
        In 2006, we ceased writing property and casualty insurance and placed our remaining property and casualty operations in runoff. The results of these operations have been reclassified to unallocated income and expense for all periods presented.
        Our clients include corporations and businesses, insurance companies, professional organizations, independent agents and brokers, governments, and other entities. We also serve individuals through personal lines, affinity groups, and certain specialty operations.
        Incorporated in 1979, Aon is the parent corporation of both long-established and more recently acquired companies. Aon has approximately 42,500 employees and does business in more than 120 countries and sovereignties.
SEGMENT OPERATIONS
Risk and Insurance Brokerage Services
        The Risk and Insurance Brokerage Services segment generated approximately 82% of our total operating segment revenues in 2007. This is the largest of our operating segments, with approximately 28,500 employees worldwide. Risk and Insurance Brokerage and related services are provided by certain indirect subsidiaries, including Aon Risk Services Companies, Inc., Aon Holdings International bv, Aon Re Global, Inc., Aon Limited (U.K.), and Cananwill, Inc.
Subsegments
        We measure our revenues in this segment using the following subsegments:
         Risk Management and Insurance Brokerage encompasses our retail brokerage services, affinity products, managing general underwriting, placement, and captive management services and premium finance services for small, mid-sized, and large companies, including Fortune 500 corporations. The Americas' operations provide products and services to clients in North, Central and South America, the Caribbean, and Bermuda. Our United Kingdom; Europe, Middle East & Africa; and Asia Pacific operations offer similar products and services to clients throughout the rest of the world. Risk
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management services also include risk identification and assessment, safety engineering, claims and loss cost management, and program administration.
        Retail brokerage operates through industry-focused practice areas to deliver specialized advice and services in such industries as entertainment, media, financial institutions, marine, aviation, construction, healthcare and energy, among others.
        As a retail broker, we generally serve as an advisor to corporate clients and can arrange a wide spectrum of risk management solutions, including property, general liability, professional and directors' and officers' liability, workers' compensation, and other exposures. We also provide affinity products for professional liability, life, disability income and personal lines for individuals, associations, and businesses.
        Our managing general underwriting ("MGUs") units partner with leading insurers to produce a diverse line of specialty products including professional liability, errors and omissions, workers compensation, fine arts and marine. The MGUs also serve the special needs of particular customer segments such as banks (depository and mortgage), sports, leisure and entertainment, and contractors.
        We are also a major provider in managing captive insurance companies that enable our clients to manage risks that would be cost prohibitive or unavailable in traditional insurance markets.
         Reinsurance Brokerage and Related Services offers sophisticated advisory services in program design and claim recoveries that enhance the risk/return characteristics of insurance policy portfolios, improve capital utilization, and evaluate and mitigate catastrophic loss exposures worldwide. An insurance or reinsurance company may seek reinsurance or other risk-transfer solutions on all or a portion of the risks it insures. Our reinsurance brokerage services use dynamic financial analysis and capital market alternatives, such as transferring catastrophe risk through securitization.
        Aon Re Global, Inc., its subsidiaries, and its affiliates provide reinsurance services to insurance and reinsurance companies and other risk assumption entities by acting as brokers or intermediaries on all classes of reinsurance. While our reinsurance activities are principally focused on property and casualty lines, these activities also include specialty lines such as professional liability, medical malpractice, accident, life and health. Services include advice, placement of reinsurance and alternative risk transfer arrangements with capital markets, and related services such as actuarial, financial and regulatory consulting, portfolio analysis, catastrophe modeling, and claims services.
Compensation for Services
        We generate revenues through commissions, fees from clients, and compensation from insurance and reinsurance companies for services we provide to them.
        Commission rates and fees vary depending upon several factors, which may include the amount of premium, the type of insurance or reinsurance coverage provided, the particular services provided to an insurer or reinsurer, and the capacity in which the Aon entity acts. We also receive investment income on funds held on behalf of clients and insurance carriers.
Competitive Conditions
        We believe we are the largest insurance broker worldwide based on pure brokerage operations. The risk and insurance brokerage services business is highly competitive, and we compete with two other global insurance brokers in addition to numerous specialist, regional and local firms in almost every area of our business; insurance and reinsurance companies that market and service their insurance products without the assistance of brokers or agents; and with other businesses, including commercial and investment banks, accounting firms, and consultants that provide risk-related services and products.
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Consulting
        The Consulting segment generated approximately 18% of our total operating segment revenues in 2007. This segment has approximately 6,300 employees worldwide with operations in the U.S., Canada, Europe, the Pacific region, and South Africa. Based on total revenues, we believe we are the third largest employee benefit consultant in the world, and the second largest in the U.S.
Subsegments
        Through our Aon Consulting Worldwide, Inc. subsidiary ("Aon Consulting"), we provide a broad range of consulting services in two subsegments (Consulting Services and Outsourcing) that operate in the following practice areas:
Consulting Services:
         Employee Benefits advises clients about structuring, funding, and administering employee benefit programs, which attract, retain, and motivate employees. Benefits consulting includes health and welfare, retirement, executive benefits, absence management, compliance, employee commitment, investment advisory, and elective benefits services.
         Compensation focuses on designing salary, bonus, commission, stock options and other pay structures, with special expertise in the financial services and technology industries.
         Management Consulting assists clients in process improvement and design; leadership, organization and human capital development; and change management.
         Communications advises clients on how to communicate initiatives that support their corporate vision.
         Strategic Human Resource Consulting advises complex global organizations on talent, change, and organization effectiveness issues, including assessment, selection performance management, succession planning, organization design, and related people-management programs.
         Financial Advisory and Litigation Consulting provides consulting services including financial statement and white collar investigations, securities litigation, financial due diligence, financial valuation services, and other related specialties.
Outsourcing:
         Human Resource Outsourcing offers employment processing, performance improvement, benefits administration, and other employment-related services.
        Aon Consulting works to maximize the value of clients' human resources spending, increase employee productivity, and improve employee performance. Our approach addresses a trend toward more diverse workforces (demographics, nationalities, cultures and work/lifestyle preferences) that require more choices and flexibility among employers — with benefit options suited to individual needs.
        Our consulting professionals and their clients also identify options in human resource outsourcing and process improvement. Prime areas where companies choose to use outsourcing services include the assessment and selection of job candidates, employment processing, training and development, benefits administration, and the individual benefits enrollment process.
Compensation for Services
        Aon Consulting revenues are principally derived from fees paid by clients for advice and services. In addition, insurance companies pay us commissions for placing individual and group insurance
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contracts, primarily life, health and accident coverages, and pay us fees for consulting and other services that we provide to them.
Competitive Conditions
        Our consulting business faces strong competition from other worldwide and national consulting companies, as well as regional and local firms. Competitors include independent consulting firms and consulting organizations affiliated with accounting, information systems, technology, and financial services firms. Some of our competitors provide administrative or consulting services as an adjunct to other primary services.
Insurance Underwriting
        Our insurance underwriting operations, with approximately 6,700 employees worldwide, have operations in the U.S., Canada, Europe, and Asia Pacific. In December 2007, we signed separate definitive agreements to sell our CICA and Sterling subsidiaries, which represented the majority of the operations of our former Insurance Underwriting segment. The remainder of our insurance underwriting operations consists of property and casualty insurance, which we have ceased writing and have placed in runoff. See "Key Recent Events" in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, for further details.
Accident & Health and Life
        Our CICA subsidiaries provide accident, health, and life insurance. CICA is a leading underwriter and distributor of specialty individual accident, disability, health, and life insurance products that are targeted to middle-income consumers in the U.S., Europe, Canada, and Asia Pacific. CICA also provides coverage in the U.S. senior market through its Sterling subsidiary. Sterling provides coverage in the Medicare Advantage market. Distribution is to individuals through an exclusive agency sales force.
        A worldwide sales force of approximately 7,000 exclusive career agents, of which approximately 3,000 are employees and 4,000 are international career agents who are considered independent contractors and are not our employees, service clients regularly to initiate and renew coverage and to sell additional coverage. CICA offers a wide range of accident and sickness insurance products, including short-term disability, critical conditions and cancer aid, Medicare products, hospital confinement/recovery, and long-term care coverage. Most of these products are primarily fixed-indemnity obligations and are not subject to escalating medical cost inflation.
        CICA's Worksite Solutions program complements existing benefits packages offered by employers with no additional cost to a company. Individual employees choose among insurance product options and pay for them through payroll deductions.
Compensation for Services
        Accident and health revenues are based on premiums paid by policyholders for insurance coverage and services.
Competitive Conditions
        The accident and health insurance industry in the U.S. is highly diverse, with more than 1,500 accident and health and life insurance companies competing in various industry segments. We believe that competition in the accident & health and life business is based on service, product features, price, commission structure, financial strength, claims-paying ability ratings, and name recognition.
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Property and Casualty
        We have ceased writing property and casualty insurance. These operations are now comprised entirely of runoff activities for various commercial risks, such as:
•
professional liability errors and omissions,

•
excess liability,

•
workers' compensation, and

•
commercial property and casualty risk.

Disposal of Operations
        Aon hereby incorporates by reference Note 5, "Disposal of Operations," of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report.
Licensing and Regulation
        Regulatory authorities in the states or countries in which the operating subsidiaries of our Risk and Insurance Brokerage Services segment conduct business may require individual or company licensing to act as brokers, agents, third party administrators, managing general agents, reinsurance intermediaries, or adjusters.
        Under the laws of most states in the U.S. and most foreign countries, regulatory authorities have relatively broad discretion with respect to granting, renewing and revoking brokers' and agents' licenses to transact business in the state or country. The operating terms may vary according to the licensing requirements of the particular state or country, which may require, among other things, that a firm operate in the state or country through a local corporation. In a few states and countries, licenses are issued only to individual residents or locally owned business entities. In such cases, our subsidiaries have arrangements with residents or business entities licensed to act in the state or country.
        Our subsidiaries must comply with laws and regulations of the jurisdictions in which they do business. These laws and regulations are:
•
enforced by the states in the U.S., by the Financial Services Authority ("FSA") in the U.K., and by various regulatory agencies in other countries through the granting and revoking of licenses to do business, licensing of agents, monitoring of trade practices, policy form approval, minimum loss ratio requirements, limits on premium and commission rates, and minimum reserve and capital requirements. State insurance departments monitor compliance through periodic regulatory reporting procedures and periodic examinations.

•
designed to ensure financial solvency of insurance companies and to require fair and adequate service and treatment for policyholders.

        Our insurance underwriting subsidiaries submit quarterly and annual financial reports to regulators in the U.S. using statutory accounting principles, which differ from U.S. generally accepted accounting principles ("GAAP"). Statutory accounting principles, which are intended to protect policyholders, are based, in general, on a liquidation concept, while U.S. GAAP are based on a going-concern concept.
        State insurance regulators are members of the National Association of Insurance Commissioners ("NAIC"). The NAIC has a formula for analyzing insurers called risk-based capital ("RBC"). RBC establishes "minimum" capital threshold levels that vary with the size and mix of a company's business. This formula is designed to identify companies with capital levels that may require regulatory attention.
        State insurance holding company laws require prior notice to, and approval of, the domestic state insurance department of intracorporate transfers of assets within the holding company structure,
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including the payment of dividends by insurance company subsidiaries. In addition, premium finance loans by Cananwill, our indirect wholly owned subsidiary, are subject to one or more truth-in-lending and credit regulations, insurance premium finance acts, retail installment sales acts, and other similar consumer protection legislation. Failure to comply with such laws or regulations can result in the temporary suspension or permanent loss of the right to engage in business in a particular jurisdiction as well as other penalties.
        Our principal U.K. subsidiary, Aon Limited, must be, and is, authorized by the FSA. FSA oversight was introduced following the European Union Insurance Mediation Directive, ("the Directive") which:
•
set minimum standards for those involved in advising on, arranging, administering, or introducing contracts of insurance, and

•
includes rules governing handling funds held on behalf of clients that affect all brokers operating in the London market.
        This regulation has, and will continue to, require significant operational changes, such as enhanced disclosures, particularly in connection with retail (private and non-commercial) customers. FSA regulations also include rules regarding the handling of funds held on behalf of clients that affect all brokers operating in the London market. As other member states of the European Union ("EU") adopt regulations to comply with the Directive, our operations in the EU have become or will become subject to enhanced regulatory requirements.
Clientele
        Our clients operate in many businesses and industries throughout the world. No one client accounted for more than 10% of our revenues in 2007. Additionally, we place insurance with many insurance carriers, none of which individually accounted for more than 10% of the total premiums we placed on behalf of our clients in 2007.
Employees
        At December 31, 2007, we employ through our operating subsidiaries approximately 42,500 employees, of whom approximately 39,500 are salaried and hourly employees and the remaining 3,000 are career agents who are generally compensated wholly or primarily by commission. In addition, there are approximately 4,000 international career agents who are considered independent contractors and are not our employees. Of the total number of employees, approximately 17,200 work in the U.S.
Information Concerning Forward-Looking Statements
        This report contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors that could impact results include: general economic conditions in different countries in which we do business around the world, changes in global equity and fixed income markets that could affect the return on invested assets, fluctuations in exchange and interest rates that could influence revenue and expense, rating agency actions that could affect our ability to borrow funds, funding of our various pension plans, changes in the competitive environment, our ability to implement restructuring initiatives and other initiatives intended to yield cost savings, our ability to successfully close the sales of our CICA and Sterling businesses, the impact of current, pending and future regulatory and legislative actions that affect our ability to market and sell, and be reimbursed at current levels for, our Sterling subsidiary's Medicare Advantage health plans, changes in commercial property and casualty markets and
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commercial premium rates that could impact revenues, the impact of investigations brought by U.S. state attorneys general, U.S. state insurance regulators, U.S. federal prosecutors, U.S. federal regulators, and regulatory authorities in the U.K. and other countries, the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions and ERISA class actions, the cost of resolution of other contingent liabilities and loss contingencies, the difference in ultimate paid claims in our underwriting companies from actuarial estimates and other factors disclosed under "Risk Factors" in Item 1A, below.
Website Access to Reports and Other Information
        Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are made available free of charge through our website (http://www.aon.com) as soon as practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission ("SEC"). Also posted on our website and available in print upon request, are the charters for our Audit, Compliance, Organization and Compensation, Governance/Nominating and Investment Committees, our Governance Guidelines, our Code of Ethics and our Code of Ethics for Senior Financial Officers. Within the time period required by the SEC and the New York Stock Exchange, we will post on our website any amendment to or waiver of the Code of Ethics for Senior Financial Officers, as well as any amendment to the Code of Ethics or waiver thereto applicable to any executive officer or director. The information provided on our website is not part of this report and is therefore not incorporated herein by reference.
Item 1A.    Risk Factors.
        The following are risks related to our business and the insurance industry that could adversely affect our business, financial condition and results of operation. The risk factors are:
Our results may fluctuate due to many factors, including cyclical or permanent changes in the insurance and reinsurance industries.
        Our results historically have been subject to significant fluctuations arising from uncertainties and changes in the insurance industry. Changes in premium rates affect not only the potential profitability of our underwriting businesses but also generally affect the commissions and fees payable to our brokerage businesses. In addition, insurance industry developments that can significantly affect our financial performance include factors such as:
•
rising levels of actual costs that are not known by companies at the time they price their products

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volatile and unpredictable developments, including weather-related and other natural and man-made catastrophes, including acts of terrorism

•
changes in levels of capacity and demand, including reinsurance capacity

•
changes in reserves resulting from the general claims and legal environments as different types of claims arise and judicial interpretations relating to the scope of insurers' liabilities develop

•
changes in business practices and business compensation models.
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Our results may be adversely affected by changes in the mode of compensation in the insurance industry.
        Since the Attorney General of New York brought charges against one of our competitors in October 2004, there has been a great deal of uncertainty concerning then-longstanding methods of compensating insurance brokers. Soon after the Attorney General brought those charges, Aon and certain other large insurance brokers announced that they would terminate contingent commission arrangements with underwriters. Most insurance brokers, however, currently continue to enter into such arrangements, and regulators have not taken action to end such arrangements throughout the industry.
We face significant competitive pressures in each of our businesses.
        We believe that competition in our lines of business is based on service, product features, price, commission structure, financial strength, claims-paying ability ratings and name recognition. In particular, we compete with a large number of national, regional and local insurance companies and other financial services providers and brokers.
        We encounter strong competition for both clients and professional talent in our insurance brokerage and risk management services operations from other insurance brokerage firms which also operate on a nationwide or worldwide basis, from a large number of regional and local firms throughout the world, from insurance and reinsurance companies that market and service their insurance products without the assistance of brokers or agents and from other businesses, including commercial and investment banks, accounting firms and consultants that provide risk-related services and products. Our consulting operations compete with independent consulting firms and consulting organizations affiliated with accounting, information systems, technology and financial services firms around the world.
        In addition, the increase in competition due to new legislative or industry developments could adversely affect us. These developments include:
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an increase in capital-raising by insurance underwriting companies, which could result in new entrants to our markets and an influx of capital into the industry

•
the selling of insurance by insurance companies directly to insureds

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changes in our business compensation model as a result of regulatory investigations

•
the establishment of programs in which state-sponsored entities provide property insurance in catastrophe prone areas or other alternative markets types of coverage

•
additional regulations promulgated by the FSA in the U.K., or other regulatory bodies in jurisdictions in which we operate.
        New competition as a result of these developments could cause the supply of, and demand for, our products and services to change, which could adversely affect our results of operations and financial condition.
We may not realize all of the expected benefits from our restructuring plans.
        In third quarter 2007, we announced a global restructuring plan intended to create a more streamlined organization and to reduce future expense growth to better serve clients ("the 2007 Plan"). As a result, we have adopted restructuring initiatives that are expected to result in the elimination of an estimated 2,700 employee positions, the closing or consolidation of several offices, asset impairments and other expenses necessary to implement these initiatives. We currently expect that the 2007 Plan will result in cumulative pretax charges of $360 million. We anticipate that our annualized savings from the 2007 Plan will be approximately $240 million by 2010. We cannot assure that we will achieve the targeted savings. In 2005, we began a restructuring initiative to reduce our fixed cost base and increase
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efficiency ("the 2005 Plan"). The 2005 Plan is substantially complete, and resulted in cumulative pretax charges totaling $366 million. Restructuring costs included the elimination of approximately 3,600 employee positions, the closing of various offices, asset impairments and other expenses necessary to implement these initiatives. We anticipate that our annualized savings from the 2005 Plan will be approximately $270 million by 2008. Estimated savings from the 2007 and 2005 Plans do not include any benefits related to businesses placed in discontinued operations. We cannot assure that we will achieve the targeted savings.
Changes in interest rates and investment prices could reduce the value of our investment portfolio and adversely affect our financial condition or results.
        We carry an investment portfolio of fixed-maturity and other long-term investments. As of December 31, 2007, our continuing operations had fixed-maturity investments (approximately 96% was investment grade) that had a carrying value of $150 million and our other long-term investments had a carrying value of $317 million. Funds held on behalf of clients, which were $3.1 billion at December 31, 2007, are held in short-term investments. Changes in interest rates and investment prices could reduce the value of our investment portfolio and adversely affect our financial condition or results.
        For example, changes in domestic and international interest rates directly affect our income from, and the market value of, fixed-maturity investments. Similarly, general economic conditions, stock market conditions and other factors beyond our control affect the value of our equity investments. We monitor our portfolio for other-than-temporary impairments in carrying value. For securities judged to have an other-than-temporary impairment, we recognize a realized loss through the statement of income to write down the value of those securities.
        We are also subject to potential declines in credit quality, either related to issues specific to certain industries or to a weakening in the economy in general. The concentration of our investment portfolio in any particular industry, group of related industries or geographic sector could have an adverse effect on our investment portfolio and, consequently, on our results of operations and financial condition. A decline in the quality of our investment portfolio as a result of adverse economic conditions or otherwise could cause realized losses on securities, including realized losses relating to derivative strategies. The financial and liquidity needs of our business could also cause us to sell assets from our investment portfolio at unfavorable prices.
Our net pension liabilities may grow, which could adversely affect our stockholders' equity, net income, cash flow and liquidity and require us to make additional cash contributions to our pension plans.
        To the extent that the present value of the benefits incurred to date for pension obligations in the major countries in which we operate continues to exceed the value of the assets supporting these obligations, our financial position and results of operations may be adversely affected. In certain previous years, there have been declines in interest rates. As a result of lower interest rates, the present value of plan liabilities increased faster than the value of plan assets, resulting in significantly higher unfunded positions in several of our major pension plans.
        Cash contributions of approximately $195 million will be required in 2008 for our major pension plans, although we may elect to contribute more. Total cash contributions to these pension plans in 2007 were $211 million, which was an increase of $7 million from 2006. In 2006, we also contributed $166 million of non-cash financial instruments to certain of our U.K. plans. In total, our 2007 contributions to these pension plans were $159 million less than in 2006. Future estimates are based on certain assumptions, including discount rates, interest rates, mortality, fair value of assets and expected return on plan assets.
        Periodic revision of pension assumptions can materially change the present value of future benefits, and therefore the funded status of the plans and the resulting periodic pension expense. Changes in our pension benefit obligations and the related net periodic costs or credits may occur in the future
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due to any variance of actual results from our assumptions and changes in the number of participating employees. As a result, there can be no assurance that we will not experience future decreases in stockholders' equity, net income, cash flow and liquidity or that we will not be required to make additional cash contributions in the future beyond those which have been estimated.
We are subject to a number of contingencies and legal proceedings which, if determined unfavorably to us, would adversely affect our financial results.
        We are subject to numerous claims, tax assessments, lawsuits and proceedings that arise in the ordinary course of business. The damages claimed in these matters are or may be substantial, including, in many instances, claims for punitive, treble or extraordinary damages. It is possible that, if the outcomes of these contingencies and legal proceedings were not favorable to us, it could materially adversely affect our future financial results. In addition, our results of operations, financial condition or liquidity may be adversely affected if in the future our insurance coverage proves to be inadequate or unavailable or there is an increase in liabilities for which we self-insure. Aon has purchased errors and omissions ("E&O") insurance and other insurance to provide protection against losses that arise in such matters. Accruals for these items, net of insurance receivables, when applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable. These accruals and receivables are adjusted from time to time as developments warrant.
        In 2004, Aon, other insurance brokers, insurers and numerous other industry participants received subpoenas and other requests for information from the office of the Attorney General of the State of New York and from other states relating to certain practices in the insurance industry.
        On March 4, 2005, Aon entered into an agreement (the "Settlement Agreement") with 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 and the Director of the Division of Insurance, Illinois Department of Financial and Professional Regulation (collectively, the "State Agencies") to resolve all the issues related to investigations conducted by the State Agencies. The 2005 Settlement Agreement, under which Aon distributed funds to certain clients and implemented business reforms, has been described in detail in Aon's previous financial filings. Aon has also entered into a comprehensive settlement agreement, under the auspices of the NAIC, with numerous other states, that also incorporates these same business reforms.
        Purported clients have also filed civil litigation against Aon and other companies under a variety of laws and legal theories relating to broker compensation practices and other issues under investigation by New York and other states. As previously reported, a putative class action styled Daniel v. Aon (Affinity) has been pending in the Circuit Court of Cook County, Illinois since August 1999. In March 2005, the Court gave preliminary approval to a nationwide class action settlement under which Aon agreed to pay a total of $38 million to its policyholders. The Court granted final approval to the settlement in March 2006. Parties that objected to the settlement have appealed.
        Beginning in June 2004, a number of other putative class actions were filed against Aon and other companies by purported classes of clients under a variety of legal theories, including state tort, contract, fiduciary duty, antitrust and statutory theories and federal antitrust and Racketeer Influenced and Corrupt Organizations Act ("RICO") theories. The federal actions were consolidated in the U.S. District Court for the District of New Jersey, and a state court collective action was filed in California. In the New Jersey actions, the Court dismissed plaintiffs' federal antitrust and RICO claims in separate orders in August and October 2007, respectively. Plaintiffs have appealed these dismissals. Aon believes it has meritorious defenses in all of these cases and intends to vigorously defend itself against these claims. The outcome of these lawsuits, and any losses or other payments that may occur as a result, cannot be predicted at this time.
11

        Beginning in late October 2004, several putative securities class actions were filed against Aon in the U.S. District Court for the Northern District of Illinois. Also beginning in late October 2004, several putative ERISA class actions were filed against Aon in the U.S. District Court for the Northern District of Illinois. Aon believes it has meritorious defenses in all of these cases and intends to vigorously defend itself against these claims. The outcome of these lawsuits, and any losses or other payments that may occur as a result, cannot be predicted at this time. With respect to the various securities and ERISA class actions, we are unable to estimate a range of possible losses, as these actions have not yet progressed to the stages where damages, if any, can be estimated.
        Following inquiries from regulators, the Company commenced an internal review of its compliance with certain U.S. and non-U.S. anti-bribery laws, including the U.S. Foreign Corrupt Practices Act ("FCPA"). An outside law firm with significant experience in the area is overseeing this review. Certain governmental agencies, including the U.K. Financial Services Authority, the City of London police, the U.S. Securities and Exchange Commission, and the U.S. Department of Justice are also investigating these matters. Aon is fully cooperating with these investigations, and has agreed with the U.S. agencies to toll any applicable statute of limitations pending completion of the investigations. Based on current information, the Company is unable to predict at this time when these matters will be concluded, or what regulatory or other outcomes may result.
        A financial institution in the U.K. called Standard Life Assurance Ltd. brought an action in London Commercial Court against Aon seeking more than £50 million ($99 million at December 31, 2007 exchange rates) for alleged errors or omissions in the placement of a professional indemnity policy with certain underwriters. In a decision issued on February 13, 2008, the court construed the relevant policy language to excuse underwriters from paying Standard Life and concluded that Aon was negligent in not seeking changes to the language. The court granted Aon leave to file an interlocutory appeal on these issues and stated in granting leave that the issue in the case was a "difficult question of construction on which views may legitimately differ." Aon believes that the decision is incorrect, is appealing this decision and, if the appeal is unsuccessful, will vigorously contest other issues that have not yet been litigated in the Commercial Court. Aon further believes that, as a result of an indemnity given to Aon by a third party, Aon may be entitled to indemnification in whole or part should it ultimately suffer a loss in this matter. Because of the uncertainty inherent in the appeals process, the ability to contest issues in subsequent proceedings, the potential indemnity, and potential recoveries from Aon's errors and omissions insurance, Aon is unable to predict at this time the probable loss, if any, from this matter.
        Although the ultimate outcome of all matters referred to above cannot be ascertained, and liabilities in indeterminate amounts may be imposed on Aon or its subsidiaries, on the basis of present information, amounts already provided, availability of insurance coverages and legal advice received, it is the opinion of management that the disposition or ultimate determination of such claims will not have a material adverse effect on the consolidated financial position of Aon. However, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by an unfavorable resolution of these matters.
We are subject to increasing costs arising from E&O claims against us.
        In our insurance brokerage and consulting businesses, we often assist our clients with matters which include the placement of insurance coverage or employee benefit plans and the handling of related claims. E&O claims against us may allege our potential liability for all or part of the amounts in question. E&O claims could include, for example, the failure of our employees or sub-agents, whether negligently or intentionally, to place coverage correctly or notify carriers of claims on behalf of clients or to provide insurance carriers with complete and accurate information relating to the risks being insured. It is not always possible to prevent and detect errors and omissions, and the precautions
12

we take may not be effective in all cases. In addition, E&O claims may harm our reputation or divert management resources away from operating our business.
Our success depends, in part, on our ability to attract and retain experienced and qualified personnel.
        Our future success depends on our ability to attract and retain experienced personnel, including underwriters, brokers and other professional personnel. Competition for such experienced professional personnel is intense. If we cannot hire and retain talented personnel, our business, operating results and financial condition could be adversely affected.
Our businesses are subject to extensive governmental regulation which could reduce our profitability or limit our growth.
        Our businesses are subject to extensive federal, state and foreign governmental regulation and supervision, which could reduce our profitability or limit our growth by increasing the costs of regulatory compliance, limiting or restricting the products or services we sell or the methods by which we sell our products and services or subjecting our businesses to the possibility of regulatory actions or proceedings. With respect to our insurance brokerage businesses, this supervision generally includes the licensing of insurance brokers and agents and third-party administrators and the regulation of the handling and investment of client funds held in a fiduciary capacity. Our continuing ability to provide insurance brokering and third-party administration in the jurisdictions in which we currently operate depends on our compliance with the rules and regulations promulgated from time to time by the regulatory authorities in each of these jurisdictions. Also, we can be affected indirectly by the governmental regulation and supervision of other insurance companies. For instance, if we are providing managing general underwriting services for an insurer, we may have to contend with regulations affecting our client. Further, regulation affecting the insurance companies with whom our brokers place business can affect how we conduct those operations.
        Most insurance regulations are designed to protect the interests of policyholders rather than stockholders and other investors. In the U.S., this system of regulation, generally administered by a department of insurance in each state in which we do business, affects the way we can conduct our insurance underwriting business. Laws in each of the states in which we operate extensively regulate our sales practices, operations, marketing and advertising by requiring, among other things, prior approval and/or notice of new products, premium rates, benefit changes and certain material transactions, including dividend payments to stockholders, purchases or sales of assets and inter-company agreements. Furthermore, state insurance departments conduct periodic examinations, audits and investigations of the affairs of insurance companies and require the filing of annual and other reports relating to the financial condition of insurance companies, holding company issues and other matters.
        Although the federal government does not directly regulate the insurance business, federal legislation and administrative policies in several areas, including employee benefit plan regulation, Medicare, age, race, disability and sex discrimination, investment company regulation, financial services regulation, securities laws and federal taxation, do affect the insurance industry generally and our insurance underwriting subsidiaries in particular. For instance, several laws and regulations adopted by the federal government, including the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act of 1996, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 and "Do Not Call" regulations, have created additional administrative and compliance requirements for us.
        With respect to our international operations, we are subject to various regulations relating to, among other things, licensing, currency, policy language and terms, reserves and the amount of local investment. These various regulations also add to our cost of doing business through increased compliance expenses, the financial impact of use of capital restrictions and increased training and
13

employee expenses. Furthermore, the loss of a license in a particular jurisdiction could restrict or eliminate our ability to conduct business in that jurisdiction.
        In all jurisdictions the applicable laws and regulations are subject to amendment or interpretation by regulatory authorities. Generally, such authorities are vested with relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations. Accordingly, we may be precluded or temporarily suspended from carrying on some or all of our activities or otherwise fined or penalized in a given jurisdiction. No assurances can be given that our businesses can continue to be conducted in any given jurisdiction as it has been conducted in the past.
Our significant global operations expose us to various international risks that could adversely affect our business.
        A significant portion of our operations are conducted outside the U.S. Accordingly, we are subject to legal, economic and market risks associated with operating in foreign countries, including:
•
the general economic and political conditions existing in those countries

•
devaluations and fluctuations in currency exchange rates

•
imposition of limitations on conversion of foreign currencies or remittance of dividends and other payments by foreign subsidiaries

•
imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries

•
difficulties in staffing and managing our foreign offices, and the increased travel, infrastructure and legal and compliance costs associated with multiple international locations

•
hyperinflation in certain foreign countries

•
imposition or increase of investment and other restrictions by foreign governments

•
longer payment cycles

•
greater difficulties in accounts receivables collection

•
the requirement of complying with a wide variety of foreign laws.
        Some of our foreign brokerage subsidiaries receive revenues in currencies that differ from their functional currencies. We must also translate the financial results of our foreign subsidiaries into U.S. dollars. Although we use various derivative financial instruments to help protect against adverse transaction and translation effects due to exchange rate fluctuations, we cannot eliminate such risks and significant changes in exchange rates may adversely affect our results.
Our financial results could be adversely affected if assumptions used in establishing our underwriting reserves differ from actual experience.
        We maintain reserves as an estimate of our liability under insurance policies issued by our insurance underwriting operations that are in runoff. The reserves that we maintain that could cause variability in our financial results are policy and contract claim reserves.
        Policy and contract claim reserves reflect our estimated liability for unpaid claims and claims adjustment expenses, including legal and other fees and general expenses for administering the claims adjustment process, and for reported and unreported losses incurred as of the end of each accounting period. If the reserves originally established for future claims prove inadequate, we would be required to increase our liabilities, which could have an adverse effect on our business, results of operations and financial condition.
14

        The obligation for policy and contract claims does not represent an exact calculation of liability. Rather, reserves represent our best estimate of what we expect the ultimate settlement and administration of claims will cost. These estimates represent informed judgments based on our assessment of currently available data, as well as estimates of future trends in claims severity, frequency, judicial theories of liability and other factors. Many of these factors are not quantifiable in advance and both internal and external events, such as changes in claims handling procedures, inflation, judicial and legal developments and legislative changes, can cause our estimates to vary. The inherent uncertainty of estimating reserves is greater for certain types of liabilities, where the variables affecting these types of claims are subject to change and long periods of time may elapse before a definitive determination of liability is made. Reserve estimates are periodically refined as experience develops and further losses are reported and settled. Adjustments to reserves are reflected in the results of the periods in which such estimates are changed. Because setting the level of reserves for policy and contract claims is inherently uncertain, we cannot assure you that our current reserves will prove adequate in light of subsequent events.
Each of our business lines may be adversely affected by an overall decline in economic activity.
        The demand for property and casualty insurance generally rises as the overall level of economic activity increases and generally falls as such activity decreases, affecting both the commissions and fees generated by our brokerage and consulting businesses and the premiums generated by our underwriting businesses. In particular, a growing number of insolvencies associated with an economic downturn, especially insolvencies in the insurance industry, could adversely affect our brokerage business through the loss of clients or by hampering our ability to place insurance and reinsurance business. Moreover, the results of our consulting business are generally affected by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets these clients serve. As our clients become adversely affected by declining business conditions, they may choose to delay or forgo consulting engagements with us.
We have debt outstanding that could adversely affect our financial flexibility.
        As of December 31, 2007, we had total consolidated debt outstanding of approximately $2.1 billion. The level of debt outstanding could adversely affect our financial flexibility.
A decline in the credit ratings of our senior debt and commercial paper may adversely affect our borrowing costs and financial flexibility.
        A downgrade in the credit ratings of our senior debt and commercial paper could increase our borrowing costs and reduce our financial flexibility. In addition, certain downgrades may trigger obligations of our company to fund certain amounts with respect to our premium finance securitizations. Similarly, a downgrade would increase our commercial paper interest rates or may result in our inability to access the commercial paper market altogether. We cannot assume that our financial position would not be adversely affected if we are unable to access the commercial paper market. A downgrade in the credit ratings of our senior debt may also adversely affect the claims-paying ability or financial strength ratings of our insurance company subsidiaries. See "A decline in the financial strength or claims-paying ability ratings of our insurance underwriting subsidiaries may increase policy cancellations and negatively impact new sales of insurance products" above.
Changes in our accounting estimates and assumptions could negatively affect our financial position and results.
        We prepare our financial statements in accordance with U.S. GAAP. These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of our financial statements. We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We periodically evaluate our estimates and assumptions including those
15

relating to reserves to pay policy liabilities, deferred policy acquisition costs, the valuation of investments, income taxes, stock-based compensation and contingencies and litigation. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. Actual results could differ from these estimates, and changes in accounting standards could increase costs to our organization and could have an adverse impact on our future financial position and results of operations.
We are a holding company and, therefore, may not be able to receive dividends in needed amounts from our subsidiaries.
        Our principal assets are the shares of capital stock of our subsidiaries, including our insurance underwriting companies. We have to rely on dividends from these subsidiaries to meet our obligations for paying principal and interest on outstanding debt obligations and for paying dividends to stockholders and corporate expenses. Payments from our underwriting subsidiaries are limited by governmental regulation and depend on the surplus and future earnings of these subsidiaries. In some circumstances, specific payments from our insurance underwriting subsidiaries may require prior regulatory approval and we may not be able to receive dividends from these subsidiaries at times and in the amounts we anticipate or require.
We cannot guarantee that our underwriting subsidiaries' reinsurers or our reinsurers of our property and casualty business will pay in a timely fashion, if at all.
        To better manage our portfolio of underwriting risk, we purchase reinsurance by transferring part of the risk that we assume (known as ceding) to a reinsurance company in exchange for part of the premium that we receive in connection with the risk. Although reinsurance makes the reinsurer liable to us to the extent the risk is transferred (or ceded) to the reinsurer, it does not relieve us of our liability to our policyholders. Accordingly, we bear credit risk with respect to our reinsurers. Recently, due to industry and general economic conditions, there is an increasing risk of insolvency among reinsurance companies, resulting in a greater incidence of litigation and affecting the recoverability of claims. We cannot assure that our reinsurers will pay the reinsurance recoverables owed to us or that they will pay these recoverables on a timely basis.
        In connection with the sale of Aon Warranty Group ("AWG") on November 30, 2006, Aon sold the capital stock of Virginia Surety Company, Inc. ("VSC"). Because VSC issued property and casualty policies, VSC continues to remain liable to property and casualty policyholders. However, pursuant to contractual arrangements entered into as part of the sale of AWG, we have agreed to indemnify the buyer of VSC for all obligations arising out of the property and casualty business, including any failure by reinsurers to meet their obligations with respect to the property and casualty business. We have also agreed to guarantee amounts owed by reinsurers in respect of the Construction Program Group ("CPG") business issued prior to the closing of that transaction. If reinsurers fail to pay the reinsurance recoverables owed to VSC with respect to the property and casualty business (including with respect to CPG business) or do not pay on a timely basis, we will be responsible for these amounts.
The occurrence of natural or man-made disasters could adversely affect our financial condition and results of operations.
        We are exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods and tornadoes, and pandemic health events such as avian influenza, as well as man-made disasters, including acts of terrorism and military actions. For example, a natural or man-made disaster could lead to unexpected changes in persistency rates as policyholders and contract holders who are affected by the disaster may be unable to meet their contractual obligations, such as payment of premiums on our insurance policies. The continued threat of terrorism and ongoing military actions may cause significant volatility in global financial markets, and a natural or man-made disaster could
16

trigger an economic downturn in the areas directly or indirectly affected by the disaster. These consequences could, among other things, result in a decline in business and increased claims from those areas. Disasters also could disrupt public and private infrastructure, including communications and financial services, which could disrupt our normal business operations.
        A natural or man-made disaster also could disrupt the operations of our counterparties or result in increased prices for the products and services they provide to us. In addition, a disaster could adversely affect the value of the assets in our investment portfolio if it affects companies' ability to pay principal or interest on their securities. Finally, a natural or man-made disaster could increase the incidence or severity of E&O claims against the Company.
In connection with the implementation of our corporate strategy, we face certain risks associated with the acquisition or disposition of businesses.
        In pursuing our corporate strategy, we may acquire other businesses or dispose of or exit businesses we currently own. The success of this strategy is dependent upon our ability to identify appropriate acquisition and disposition targets, negotiate transactions on favorable terms and ultimately complete such transactions. If acquisitions are made, there can be no assurance that we will realize the anticipated benefits of such acquisitions, including revenue growth, operational efficiencies or expected synergies. In addition, we may not be able to integrate acquisitions successfully into our existing business, and we could incur or assume unknown or unanticipated liabilities or contingencies, which may impact our results of operations. If we dispose of or otherwise exit certain businesses, there can be no assurance that we will not incur certain disposition-related charges, or that we will be able to reduce overhead related to the divested assets.
The planned sale of our CICA and Sterling subsidiaries may not occur.
        In December 2007, we signed separate definitive agreements to sell our CICA and Sterling subsidiaries. We anticipate that the sale of both CICA and Sterling will be finalized in the second quarter of 2008. We cannot be certain that either of these transactions will be completed. If the closing of these transactions does not occur and we continue to own these subsidiaries, we may be subject to additional risk factors as follows:
A decline in the financial strength or claims-paying ability ratings of our insurance underwriting subsidiaries may increase policy cancellations and negatively impact new sales of insurance products.
        Financial strength and claims-paying ability ratings are factors in establishing the competitive position of insurance companies. These ratings are based upon criteria established by the rating agencies for the purpose of rendering an opinion as to an insurance company's financial strength, operating performance, strategic position and ability to meet its obligations to policyholders. They are not evaluations directed toward the protection of investors, nor are they recommendations to buy, sell or hold specific securities. Periodically, the rating agencies evaluate our insurance underwriting subsidiaries to confirm that they continue to meet the criteria of the ratings previously assigned to them. A downgrade, or the potential for a downgrade, of these ratings could, among other things, increase the number of policy cancellations, adversely affect relationships with brokers, retailers and other distributors of our products and services, negatively impact new sales and adversely affect our ability to compete.
        CICA, the principal insurance subsidiary that underwrites our supplemental accident and health and life insurance business, is currently rated "A" (excellent; third highest of 16 rating levels) by A.M. Best Company, "A-" (strong; third highest of nine rating levels) for financial strength by Standard and Poor's Rating Services, and "A3" (good; third highest of nine rating levels) for financial strength by Moody's Investors Service and "A-"(strong; third highest of nine rating levels) for financial strength by Fitch Ratings. We cannot assure that one or more of the rating agencies will not downgrade or withdraw their financial strength or claims-paying ability ratings in the future.
17

Certain legislative and regulatory changes to the Medicare program have materially impacted our operations and could reduce our operating results.
        Due to a legislative change enacted in late 2006, Private Fee for Service ("PFFS") plans, including those offered by Sterling, were authorized to market and enroll beneficiaries within Medicare Advantage products year-round. This authorization was originally scheduled to remain in place until December 31, 2008. In July, this law was changed back to the pre-2007 policy, which only permitted PFFS plan companies and other Medicare Advantage plans to maintain an open enrollment period from January 1 st  to March 31 st . Accordingly, beginning on August 1, 2007, Sterling and all other Medicare Advantage plans no longer generally maintain the ability to enroll beneficiaries within their plans all year long.
        In 2008 and beyond, Sterling and all other Medicare Advantage plans will be permitted to enroll Medicare beneficiaries until March 31 st  of a calendar year, unless a special enrollment period applies. Additionally, Sterling will be able to enroll year-round those individuals just becoming eligible for Medicare. As a result of this repeal of year-round open enrollment, Sterling's primary revenue growth opportunities will now largely be contained to its sales activities of Medicare Advantage products in the first quarter of future years beginning in 2008 (coinciding with the open enrollment period).
Our financial results could be adversely affected if assumptions used in establishing our underwriting reserves differ from actual experience.
        We maintain reserves as an estimate of our liability under insurance policies issued by our insurance underwriting subsidiaries. The reserves that we maintain that could cause variability in our financial results consist of (1) unearned premium reserves, (2) policy and contract claim reserves and (3) future policy benefit reserves. Unearned premium reserves generally reflect our liability to return premiums we have collected under policies in the event of the lapse or cancellation of those policies. Under U.S. GAAP, premiums we have collected generally become "earned" over the life of a policy by means of a reduction in the amount of the unearned premium reserve associated with the policy.
        Policy and contract claim reserves reflect our estimated liability for unpaid claims and claims adjustment expenses, including legal and other fees and general expenses for administering the claims adjustment process, and for reported and unreported losses incurred as of the end of each accounting period. If the reserves originally established for future claims prove inadequate, we would be required to increase our liabilities, which could have an adverse effect on our business, results of operations and financial condition.
        The obligation for policy and contract claims does not represent an exact calculation of liability. Rather, reserves represent our best estimate of what we expect the ultimate settlement and administration of claims will cost. These estimates represent informed judgments based on our assessment of currently available data, as well as estimates of future trends in claims severity, frequency, judicial theories of liability and other factors. Many of these factors are not quantifiable in advance and both internal and external events, such as changes in claims handling procedures, inflation, judicial and legal developments and legislative changes, can cause our estimates to vary. The inherent uncertainty of estimating reserves is greater for certain types of liabilities, where the variables affecting these types of claims are subject to change and long periods of time may elapse before a definitive determination of liability is made. Reserve estimates are periodically refined as experience develops and further losses are reported and settled. Adjustments to reserves are reflected in the results of the periods in which such estimates are changed. Because setting the level of reserves for policy and contract claims is inherently uncertain, we cannot assure you that our current reserves will prove adequate in light of subsequent events.
        Future policy benefit reserves generally relate to our liability to provide future life insurance benefits and future supplemental accident and health insurance benefits. Future policy benefit reserves
18

on supplemental accident & health and life products have been provided on the net level premium method. These reserves are calculated based on assumptions as to investment yield, mortality, morbidity and withdrawal rates that were determined at the date of issue and provide for possible adverse deviations.
The volume of premiums we write and our profitability are affected by the availability of reinsurance and the size and adequacy of our insurance company subsidiaries' capital base.
        The level of business that our insurance underwriting subsidiaries are able to write depends on the size and adequacy of their capital base. Many state insurance laws to which they are subject impose risk-based capital requirements for purposes of regulating insurer solvency. Insurers having less statutory surplus than that required by the risk-based capital model formula generally are subject to varying degrees of regulatory scrutiny and intervention, depending on the level of capital inadequacy. As of December 31, 2007, each of our insurance company subsidiaries met the statutory surplus requirements in each jurisdiction in which it conducts business.
        We purchase reinsurance for certain of the risks underwritten by our insurance company subsidiaries. Market conditions beyond our control determine the availability and cost of the reinsurance protection we purchase, which may affect the level of business we are able to write and our profitability. We cannot assure that we will be able to maintain our current reinsurance facilities or that we can obtain other reinsurance facilities in adequate amounts and at favorable rates. If we are unable to renew our expiring facilities or to obtain new reinsurance facilities, either our net exposures would increase or, if we are unwilling to bear an increase in net exposures, we would have to reduce the level of our underwriting commitments. Either of these potential developments could adversely affect our underwriting business.

 Item 1B.    Unresolved Staff Comments.
        None.

 Item 2.    Properties.
        Aon has offices in various locations throughout the world. Substantially all of our offices are located in leased premises. The Company's executive offices occupy approximately 530,000 square feet at 200 E. Randolph Street, Chicago, Illinois, under an operating lease agreement that expires in 2013. There are two five-year renewal options at current market rates.
        In general, no difficulty is anticipated in negotiating renewals as leases expire or in finding other satisfactory space if the premises become unavailable. We believe that the facilities we occupy are adequate for the purposes for which they are currently used and are well maintained. In certain circumstances, we may have unused space and may seek to sublet such space to third parties, depending upon the demands for office space in the locations involved.

 Item 3.    Legal Proceedings.
        We hereby incorporate by reference Note 15, "Contingencies," of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report.

 Item 4.    Submission of Matters to a Vote of Security Holders.
        None.
19

Executive Officers of the Registrant
        Our executive officers are regularly elected by our Board of Directors at the meeting of the Board which is held immediately following each annual meeting of our stockholders. Our executive officers were elected to their current positions on May 18, 2007 to serve until the meeting of the Board following the annual meeting of stockholders to be held on May 16, 2008. The information presented for executive officers, including with respect to ages and positions held, is shown as of December 31, 2007, unless otherwise noted.

Name
	 	Age
	 	Position
	
Patrick G. Ryan	 	70	 	Executive Chairman. Mr. Ryan has been Chairman of the Board of Aon since 1990 and was Chief Executive Officer of Aon from 1982 until April 2005.	

Gregory C. Case	
 	
45	
 	
President and Chief Executive Officer. Mr. Case became Chief Executive Officer of Aon in April 2005. Prior to joining Aon, Mr. Case was with McKinsey & Company, the international management consulting firm, for 17 years, most recently serving as head of the Financial Services Practice.	

Michael D. O'Halleran	
 	
57	
 	
Senior Executive Vice President and Executive Chairman, Aon Re Global. Mr. O'Halleran previously served as President and Chief Operating Officer of Aon from April 1999 until September 2004, and as Senior Executive Vice President of Aon from October 2004 until November 2007. Mr. O'Halleran has served in other significant senior management positions within Aon's group of companies since 1987.	

Gregory J. Besio	
 	
50	
 	
Executive Vice President and Head of Global Strategy. Prior to joining Aon in May 2007, Mr. Besio was Corporate Vice President and Head of Corporate Strategy at Motorola. Prior to joining Motorola, he was a partner at McKinsey & Company from 1996 to 2003.	

David P. Bolger	
 	
50	
 	
Executive Vice President and Chief Financial Officer. Mr. Bolger became Executive Vice President — Finance and Administration in January 2003. In April 2003, Mr. Bolger assumed the additional role of Chief Financial Officer. Mr. Bolger will relinquish the role of Chief Financial Officer in March 2008. Prior to joining Aon, Mr. Bolger served for 21 years in various capacities for Bank One Corporation and its predecessor companies, most recently serving as Executive Vice President.	
20

Christa Davies	
 	
36	
 	
Executive Vice President — Global Finance. Ms. Davies became Executive Vice President — Global Finance in November 2007. Ms. Davies will assume the additional role of Chief Financial Officer in March 2008, succeeding Mr. Bolger in that position. Prior to joining Aon, Ms. Davies served for 5 years in various capacities at Microsoft Corporation, most recently serving as Chief Financial Officer of the Platform and Services Division. Before joining Microsoft in 2002, Ms. Davies served at ninemsn, an Australian joint venture with Microsoft.	

Ted T. Devine	
 	
44	
 	
Executive Vice President. Chief Executive Officer, Aon Re Global. Prior to being appointed President of Aon Risk Services in February 2008, Mr. Devine served as Chief Executive Officer of Aon Re Global. Mr. Devine was named Executive Vice President of Aon in May 2005, and later became Chief Operating Officer for Aon Risk Services, Americas. Prior to joining Aon, Mr. Devine worked at McKinsey & Company for 12 years, most recently serving as a director in the firm's Chicago office and leader of the firm's North American Insurance Practice and North American Insurance Operations and Technology efforts.	

D. Cameron Findlay	
 	
48	
 	
Executive Vice President and General Counsel.
Mr. Findlay became Executive Vice President and General Counsel in August 2003. Prior to joining Aon, Mr. Findlay served as the U.S. Deputy Secretary of Labor. Before joining the Labor Department in June 2001, Mr. Findlay was a partner at the law firm now known as Sidley Austin LLP.	

Andrew M. Appel	
 	
43	
 	
Chief Executive Officer, Aon Consulting Worldwide, Inc. Mr. Appel became Chief Executive Officer of Aon Consulting Worldwide, Inc. in July 2005, and served in this capacity until February 2008, when he was named Chief Executive Officer of Aon Re Global. Mr. Appel joined Aon from McKinsey & Company, where he was a senior partner in the firm's Financial Services and Technology practices.	

Bernard Fung	
 	
54	
 	
Chief Executive Officer, Aon Asia Pacific. Mr. Fung was named Chief Executive Officer, Aon Asia Pacific, in May 2007. Mr. Fung joined Aon in 1997, and has served Aon in several capacities, including Chief Executive Officer of Aon Asia Limited.	

Peter Harmer	
 	
47	
 	
Chief Executive Officer, United Kingdom. Mr. Harmer became Chief Executive Officer, United Kingdom in January 2007. Mr. Harmer previously served as Chief Executive Officer of Aon Holdings Australia since 2000.	

21

Roelof Hendriks	
 	
52	
 	
Chief Executive Officer, Europe, Middle East and Africa. Mr. Hendriks became Chief Executive Officer, Europe, Middle East and Africa in May 2007. Prior to joining Aon in 2006, Mr. Hendriks served as Chief Financial Officer of CSM NV, where he was a member of the Board of Management from 2000.	

Stephen P. McGill	
 	
49	
 	
Chief Executive Officer, Aon Risk Services, Americas. Chief Executive Officer Aon Global. Mr. McGill joined Aon in May 2005 as Chief Executive Officer of the Global Large Corporate business unit, which is now part of Aon Global, and was named Chief Executive Officer of Aon Risk Services Americas in January 2006 and Chief Executive Officer of Aon Global in January 2007 prior to being named to his current position of Chairman and Chief Executive Officer of Aon Risk Services in February 2008. Previously, Mr. McGill served as Chief Executive Officer of Jardine Lloyd Thompson Group plc.	

Richard M. Ravin	
 	
64	
 	
Special Advisor. Mr. Ravin currently serves as a special advisor to Aon's Chief Executive Officer. Mr. Ravin previously served in a number of capacities with Combined Insurance Company of America from 1997 until 2007, including Chairman, President and Chief Executive Officer.	

Douglas R. Wendt	
 	
58	
 	
President and Chief Executive Officer, Combined Insurance Company of America. Mr. Wendt joined Combined in January 2006, and was named President and Chief Executive Officer in July 2007. Prior to joining Combined, Mr. Wendt spent 33 years with Allstate Corporation, where he served in a variety of capacities.	

Diane Aigotti	
 	
43	
 	
Senior Vice President, Treasurer, and Chief Risk Officer. Ms. Aigotti joined Aon in 2000 as Senior Vice President and Treasurer and was appointed Chief Risk Officer in October 2006. Prior to joining Aon, Ms. Aigotti was Vice President Finance for the University of Chicago Health Systems and budget director for the City of Chicago.	

Jeremy G.O. Farmer	
 	
58	
 	
Senior Vice President and Head of Human Resources. Mr. Farmer joined Aon in 2003 as Senior Vice President and Head of Human Resources. Prior to joining Aon, Mr. Farmer spent 22 years with Bank One Corporation and its predecessor companies, where he served in a variety of senior human resources positions.	

Daniel F. Hunger	
 	
56	
 	
Senior Vice President and Controller. Mr. Hunger was named Senior Vice President and Controller of Aon in June 2004. Mr. Hunger joined Aon in 1989, and has served Aon in a number of capacities, including Chief Financial Officer of Aon Consulting.	
22

 PART II
Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
        Aon's common stock, par value $1.00 per share, is traded on the New York Stock Exchange. We hereby incorporate by reference the "Dividends paid per share" and "Price range" data under the heading "Quarterly Financial Data" in Part II, Item 8 of this report.
        Aon had 9,413 holders of record of its common stock as of January 31, 2008.
        We hereby incorporate by reference Note 10, "Stockholders' Equity" of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report.
        The following information relates to the repurchase of equity securities by Aon or any affiliated purchaser during any month within the fourth quarter of the fiscal year covered by this report:

Period	 	Total Number of
Shares Purchased	 	Average Price
Paid per Share	 	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	 	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs	
	
10/1/07 - 10/31/07	 	—	 	$	—	 	—	 	$	202,847,776	
11/1/07 - 11/30/07	 	544,700	 	 	47.29	 	544,700	 	 	177,089,820	
12/1/07 - 12/31/07	 	—	 	 	—	 	—	 	 	2,777,089,820	
 	 		 	 	 	 		 	 	 	
 	 	544,700	 	$	47.29	 	544,700	 	 	 	
 	 		 	 	 	 		 	 	 	
        On November 3, 2005, the Company announced that its Board of Directors had authorized the repurchase of up to $1 billion of Aon's common stock. On November 20, 2006, the Company announced that its Board of Directors had increased the authorized share repurchase program to $2 billion. On December 17, 2007, the Company announced that its Board of Directors had increased the authorized share repurchase program to $4.6 billion. Shares may be repurchased through the open market or in privately negotiated transactions. Through December 31, 2007, the Company has repurchased 48.1 million shares of common stock at an average price (excluding commissions) of $37.87 per share for an aggregate purchase price of $1,823 million since inception of the stock repurchase program, and the remaining authorized amount for stock repurchase under the program is $2,777 million, with no termination date.
        Information relating to the compensation plans under which equity securities of Aon are authorized for issuance is set forth under Part III, Item 12 of this report and is incorporated herein by reference.
23

 Item 6.    Selected Financial Data.
Selected Financial Data (millions except stockholder, employee and per share data)

 	 	2007	 	2006	 	2005	 	2004	 	2003	
	
Income Statement Data	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Commissions, fees and other	 	$	7,170	 	$	6,660	 	$	6,507	 	$	6,697	 	$	6,545	
 	Investment income	 	 	301	 	 	221	 	 	144	 	 	154	 	 	163	
 	 		
 	 	Total revenue	 	$	7,471	 	$	6,881	 	$	6,651	 	$	6,851	 	$	6,708	
	
 	Income from continuing operations	 	$	672	 	$	447	 	$	416	 	$	347	 	$	444	
 	Discontinued operations	 	 	192	 	 	272	 	 	319	 	 	196	 	 	175	
 	Cumulative effect of change in accounting principle, net of tax (1)	 	 	—	 	 	1	 	 	—	 	 	—	 	 	—	
 	 		
 	 	Net income	 	$	864	 	$	720	 	$	735	 	$	543	 	$	619	
	
Diluted Net Income Per Share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Continuing operations	 	$	2.10	 	$	1.33	 	$	1.24	 	$	1.05	 	$	1.35	
 	Discontinued operations	 	 	0.59	 	 	0.80	 	 	0.93	 	 	0.58	 	 	0.53	
 	Cumulative effect of change in accounting principle (1)	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	
 	 		
 	 	 	Net income	 	$	2.69	 	$	2.13	 	$	2.17	 	$	1.63	 	$	1.88	

Basic Net Income Per Share	

 	

 	

 	

 	

 	
 	Continuing operations	 	$	2.25	 	$	1.41	 	$	1.28	 	$	1.08	 	$	1.40	
 	Discontinued operations	 	 	0.65	 	 	0.86	 	 	0.99	 	 	0.61	 	 	0.55	
 	Cumulative effect of change in accounting principle (1)	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	
 	 		
 	 	 	Net income	 	$	2.90	 	$	2.27	 	$	2.27	 	$	1.69	 	$	1.95	
	
Balance Sheet Data	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Brokerage and consulting receivables	 	$	8,323	 	$	8,597	 	$	8,039	 	$	8,235	 	$	8,335	
 	Intangible assets	 	 	5,139	 	 	4,666	 	 	4,238	 	 	4,726	 	 	4,638	
 	Total assets	 	 	24,948	 	 	24,384	 	 	27,832	 	 	28,346	 	 	27,044	
 	Insurance premiums payable	 	 	9,498	 	 	9,704	 	 	9,380	 	 	9,775	 	 	9,822	
 	Long-term debt	 	 	1,893	 	 	2,243	 	 	2,105	 	 	2,115	 	 	2,095	
 	Redeemable preferred stock	 	 	—	 	 	—	 	 	—	 	 	50	 	 	50	
 	Stockholders' equity	 	 	6,221	 	 	5,218	 	 	5,317	 	 	5,103	 	 	4,515	
	
Common Stock and Other Data	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Dividends paid per share	 	$	0.60	 	$	0.60	 	$	0.60	 	$	0.60	 	$	0.60	
 	Price range	 	 	51.32-34.30	 	 	42.76-31.01	 	 	37.14-20.65	 	 	29.40-18.17	 	 	26.79-17.41	
 	At year-end:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Stockholders' equity per share	 	$	20.42	 	$	17.42	 	$	16.56	 	$	16.16	 	$	14.37	
 	 	Market price	 	$	47.69	 	$	35.34	 	$	35.95	 	$	23.86	 	$	23.94	
 	 	Common stockholders	 	 	9,437	 	 	10,013	 	 	10,523	 	 	11,291	 	 	11,777	
 	 	Shares outstanding	 	 	304.6	 	 	299.6	 	 	321.2	 	 	316.8	 	 	314.0	
 	 	Number of employees	 	 	42,500	 	 	43,100	 	 	46,600	 	 	47,900	 	 	54,400	

(1)
Adoption of FASB Statement No. 123(R), "Share-Based Payments," effective January 1, 2006, net of tax.
24

 Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.
        This Management's Discussion and Analysis is organized as follows:

I.	
 	
OVERVIEW	
 	 	 	 	Key Drivers of Financial Performance	
 	 	 	 	Executive Summary of 2007 Financial Results	

II.	
 	
KEY RECENT EVENTS	
 	 	 	 	Sale of Businesses and Disposal of Operations	
 	 	 	 	Restructuring Initiatives	
 	 	 	 	Redemption of Senior Convertible Debentures	
 	 	 	 	Distributions from PEPS I	
 	 	 	 	Stock Repurchase Program	
 	 	 	 	Tender Offer	

III.	
 	
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	
 	 	 	 	Restructuring	
 	 	 	 	Pensions	
 	 	 	 	Contingencies	
 	 	 	 	Policy Liabilities	
 	 	 	 	Valuation of Investments	
 	 	 	 	Intangible Assets	
 	 	 	 	Share-based Payments	
 	 	 	 	Income Taxes	

IV.	
 	
REVIEW OF CONSOLIDATED RESULTS	
 	 	 	 	General	
 	 	 	 	Summary Results for 2005 through 2007	
 	 	 	 	Consolidated Results for 2007 Compared to 2006	
 	 	 	 	Consolidated Results for 2006 Compared to 2005	

V.	
 	
REVIEW BY SEGMENT	
 	 	 	 	General	
 	 	 	 	Risk and Insurance Brokerage Services	
 	 	 	 	Consulting	
 	 	 	 	Unallocated Income and Expense	

VI.	
 	
FINANCIAL CONDITION AND LIQUIDITY	
 	 	 	 	Liquidity	
 	 	 	 	Cash Flows	
 	 	 	 	Financial Condition	
 	 	 	 	Investments	
 	 	 	 	Borrowings	
 	 	 	 	Stockholders' Equity	
 	 	 	 	Off Balance Sheet Arrangements	
25

OVERVIEW
Key Drivers of Financial Performance
Operations
        The key drivers of financial performance vary among our operations.
        Risk and Insurance Brokerage Services.     Brokerage segment results are principally affected by:
•
conditions in insurance markets, particularly fluctuations in premiums charged by insurance companies,

•
success in attracting and keeping clients,

•
fluctuations in foreign exchange rates,

•
interest income on our investments,

•
expense management, and

•
employee retention.
        Consulting.     Consulting segment results are principally affected by:
•
our clients' employment levels, which are driven mainly by economic conditions,

•
governmental regulations affecting the health care market, employee benefit programs and our clients' respective industries,

•
our success attracting and keeping clients,

•
fluctuations in foreign exchange rates,

•
expense management, and

•
employee retention.
        As more fully discussed below in "Key Recent Events," in December 2007, we announced that we had signed separate definitive agreements to sell our Combined Insurance Company of America ("CICA") and Sterling Life Insurance Company ("Sterling") subsidiaries. The results of these operations, which were previously included in an Insurance Underwriting segment, have been reclassified to discontinued operations for all periods presented. The results of these operations are affected by:
•
consumer buying habits, which are influenced by economic conditions,

•
competition with other underwriters, including competition based upon claims-paying ratings,

•
our success selling new policies, selling existing policyholders more services, and having customers renew their policies, and

•
our investment results.
        We have ceased writing property and casualty insurance and have placed our remaining property and casualty operations in runoff. Results of these operations are affected primarily by claims management and reinsurance collectibility.
26

Liquidity
        Liquidity is derived from cash flows from our businesses, excluding funds held on behalf of clients, and from financing. We use liquidity to:
•
pay for capital expenditures,

•
repay debt,

•
fund acquisitions and pension obligations,

•
repurchase shares, and

•
pay dividends to our stockholders.
        Because we are a holding company, our subsidiaries may not have available cash to pay us dividends; in the case of our insurance underwriting subsidiaries, this ability is limited by regulatory and rating agency considerations. Our access to cash generated from operations outside the U.S. may be affected by tax considerations and by pension funding requirements in our international pension plans.
Executive Summary of 2007 Financial Results
        Below is a summary of our 2007 financial results. Refer to our detailed discussion below for further details.
•
Our revenues from continuing operations increased $590 million or 9% overall (2% on an organic basis). More specifically:

•
Risk and Insurance Brokerage Services revenue increased $431 million or 8% (3% on an organic basis), and

•
Consulting revenue increased $70 million, driven primarily by changes in foreign exchange rates.
We use supplemental information related to organic revenue growth to help us and our investors evaluate business growth from existing operations. Organic revenue growth excludes from reported revenues the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, investment income, reimbursable expenses and unusual items.
•
Expenses increased 4% in 2007 due primarily to unfavorable foreign exchange and higher compensation costs, partially offset by pension savings, lower restructuring costs and savings related to our 2005 restructuring program.

•
Income from continuing operations increased $225 million in 2007 to $672 million. Net income in 2007 was $864 million, an increase of 20% from $720 million in 2006.

•
We announced that we signed separate definitive agreements to sell our CICA and Sterling subsidiaries. We expect that both transactions will be completed in the second quarter of 2008.

•
We substantially completed the restructuring plan that began in late 2005. Total expenses of $366 million were incurred, of which $41 million was incurred in 2007. We expect these efforts to reduce annual costs from our continuing operations by approximately $270 million in 2008.

•
Beginning in the third quarter 2007, we began a global restructuring effort, intended to create a more streamlined organization and reduce future expense growth to better serve clients. As a result of this effort, we:
•
incurred $46 million in 2007 for workforce reduction and lease consolidation costs, asset impairments and other associated costs, and
27

•
expect these efforts to reduce annual costs from our continuing operations by approximately $240 million by 2010.
•
Our Board of Directors increased our share repurchase program in December 2007 to $4.6 billion. At December 31, 2007, the Company had $2,777 million remaining under the authorized share repurchase program.
        In managing our cash and investments during the year, we:
•
spent $751 million to repurchase 19.1 million of our outstanding shares,

•
contributed $211 million in cash to our major defined benefit pension plans, and

•
repaid $250 million of notes payable in January 2007.
        In November 2007, we redeemed all of our remaining outstanding 3 1 / 2 % Senior Convertible Debentures that were due in 2012. As a result of this redemption and earlier voluntary redemptions, we issued approximately 14 million shares of our common stock.
        All of our financial information reflects the application of critical accounting policies, estimates, assumptions and judgments, as discussed below under "Critical Accounting Policies and Estimates."
        These items are discussed further in the remainder of this Management's Discussion and Analysis.
KEY RECENT EVENTS
Sale of Businesses and Disposal of Operations
        In December 2007, we announced that we signed separate definitive agreements to sell our CICA and Sterling subsidiaries. These two subsidiaries were previously included in an Insurance Underwriting segment. We expect that both transactions will be completed in the second quarter of 2008. In more detail:
•
CICA is being sold to ACE Limited for cash consideration of $2.4 billion. Additionally, we expect a one-time dividend of $325 million from CICA before this transaction closes.

•
Sterling is being sold to Munich Re Group for cash consideration of $352 million.

•
The net assets of both subsidiaries were approximately $1.4 billion at December 31, 2007.
        These dispositions are subject to various closing conditions, including receipt of required regulatory approvals. We have included CICA and Sterling's operating results in discontinued operations for all periods presented.
        Over the last three years, we have sold the following additional businesses that are also included in discontinued operations:
•
Aon Warranty Group ("AWG") and its worldwide warranty and credit operations, which were previously included in the Insurance Underwriting segment,

•
Construction Program Group ("CPG"), a managing general underwriter whose policies were underwritten by Aon's property and casualty operation, which was previously included in both the Risk and Insurance Brokerage Services and Insurance Underwriting segments,

•
our U.S. wholesale brokerage business, Swett & Crawford, and

•
a small Australian brokerage unit.
28

        Results of the businesses included in discontinued operations are as follows:

(millions)    Years ended December 31	2007	 	2006	 	2005	
	
Revenues	$	2,502	 	$	3,430	 	$	3,379	
	
Pretax income (loss):	 	 	 	 	 	 	 	 	
 	Operations	$	326	 	$	373	 	$	379	
 	Sale	 	(10	)	 	46	 	 	236	
	
 	 	Total	$	316	 	$	419	 	$	615	
	
After-tax income:	 	 	 	 	 	 	 	 	
 	Operations	$	189	 	$	263	 	$	218	
 	Sale	 	3	 	 	9	 	 	101	
	
 	 	Total	$	192	 	$	272	 	$	319	
	
        In 2007, we sold the following businesses that remain in our continuing operating results:
•
Media Professionals, Inc. and two other, smaller operations, which were included in the Risk and Insurance Brokerage Services segment. We recognized total pretax gains of $32 million on these sales.

•
25% of our Botswana subsidiary, which is included in the Risk and Insurance Brokerage Services segment. A pretax gain of $4 million was recognized on the sale.
        See Note 5 to the consolidated financial statements, "Disposal of Operations," for further information.
Restructuring Initiatives
2007 Restructuring Plan
        In 2007, we:
•
announced a global restructuring plan intended to create a more streamlined organization and reduce expense growth to better serve clients.

•
estimate this restructuring plan will result in cumulative pretax charges totaling approximately $360 million. Expenses will include workforce reduction and lease consolidation costs, asset impairments, and other expenses necessary to implement the restructuring initiative. We recorded approximately $46 million of restructuring and related expenses through December 31, 2007, and expect the remaining restructuring and related expenses to affect continuing operations through the end of 2009.

•
anticipate that these initiatives will lead to annualized cost-savings of approximately $50-$70 million in 2008, $175-$200 million in 2009, and $240 million of annualized savings by 2010. However, there can be no assurances that we will achieve the targeted savings.
        The 2007 Restructuring Plan eliminates an estimated 2,700 jobs beginning in the third quarter of 2007 and continuing into 2009. We also expect to close or consolidate several offices resulting in sublease losses or lease buy-outs. These efforts will also trigger asset impairments in the form of accelerated amortization of any remaining leasehold improvements.
29

        The following table summarizes 2007 restructuring and related expenses by type incurred, and estimated to be incurred through the end of the restructuring initiative:

(millions)	Actual 2007	 	Estimated Total for
Restructuring Period (1)	
	
Workforce reduction	$	17	 	$	220	
Lease consolidation	 	22	 	 	79	
Asset impairments	 	4	 	 	41	
Other costs associated with restructuring	 	3	 	 	20	
	
Total restructuring and related expenses	$	46	 	$	360	
	
(1)
Actual costs, when incurred, will vary due to changes in the assumptions built into this plan. Significant assumptions likely to change when plans are finalized and approved include, but are not limited to, changes in severance calculations, changes in the assumptions underlying our sublease loss calculations due to changing market conditions, and changes in our overall analysis that might cause us to add or cancel component initiatives.
        Workforce reductions reflect a cash expense, though we may recognize the expense before paying for the expenditure. Asset impairments are non-cash expenses. Lease consolidation accruals reflect the present value of future cash flows. Other costs are cash expenses, which are expensed in the period in which they are incurred.
        The following table summarizes actual restructuring and related expenses incurred, and estimated to be incurred through the end of the restructuring initiative, by segment.

(millions)	Actual 2007	 	Estimated Total for
Restructuring Period	
	
Risk & Insurance Brokerage Services	$	41	 	$	320	
Consulting	 	5	 	 	40	
	
Total restructuring and related expenses	$	46	 	$	360	
	
2005 Restructuring Plan
        In 2005, we commenced a restructuring to reduce our fixed cost base and increase efficiency. This three-year plan is substantially complete, and resulted in cumulative pretax expenses totaling $366 million. Restructuring costs include workforce reductions, lease consolidation costs, asset impairments and other expenses. For 2007, the estimated restructuring benefits were approximately $225 million. We expect these initiatives will lead to annualized cost savings of approximately $270 million in 2008. This estimate does not include any benefits related to businesses placed into discontinued operations.
        We estimate this initiative will eliminate 3,600 positions, of which over 3,500 of these eliminations had already occurred by December 31, 2007.
30

        The following table details the restructuring and related expenses incurred by type.

(millions)	2005	 	2006	 	2007	 	Total
Incurred	
	
Workforce reduction	$	116	 	$	116	 	$	21	 	$	253	
Lease consolidation	 	20	 	 	27	 	 	13	 	 	60	
Asset impairments	 	17	 	 	12	 	 	3	 	 	32	
Other related expenses	 	5	 	 	12	 	 	4	 	 	21	
	
Total restructuring and related expenses	$	158	 	$	167	 	$	41	 	$	366	
	
        The following is a summary of actual restructuring and related costs incurred, by segment.

(millions)	2005	 	2006	 	2007	 	Total
Incurred	
	
Risk & Insurance Brokerage Services	$	143	 	$	136	 	$	33	 	$	312	
Consulting	 	8	 	 	20	 	 	6	 	 	34	
Unallocated	 	4	 	 	3	 	 	—	 	 	7	
	
Total restructuring and related expenses — continuing operations	 	155	 	 	159	 	 	39	 	 	353	
Discontinued operations	 	3	 	 	8	 	 	2	 	 	13	
	
Total restructuring and related expenses	$	158	 	$	167	 	$	41	 	$	366	
	
Redemption of Senior Convertible Debentures
        In November 2007, we redeemed all of our remaining outstanding 3 1 / 2 % Senior Convertible Debentures that were due in 2012. All of the holders of the Debentures elected to convert their debentures into our common stock at a conversion rate of 46.5658 shares of common stock for each $1,000 principal amount of Debentures. As a result of this redemption and earlier voluntary redemptions, approximately 14 million shares of our common stock were issued.
Distributions from PEPS I
        We received income distributions from our preferred investment in Private Equity Partnership Structures I, LLC ("PEPS I") of $61 million during 2007, which are included in investment income:
•
Prior to 2007, income distributions received from PEPS I were limited to interest payments on various PEPS I debt instruments.

•
Beginning in 2007, PEPS I had redeemed or collateralized all of its debt, and as a result, began to pay preferred income distributions.
        Whether we receive additional preferred returns depends on the performance of the limited partnership (LP) interests underlying PEPS I, which we expect will vary from period to period. We do not control the timing of the distributions.
Stock Repurchase Program
        In November 2005, our Board of Directors authorized the repurchase of up to $1 billion of Aon's common stock. In November 2006, the Board increased that amount to $2 billion. In December 2007, the Board increased the authorization amount to $4.6 billion, designating that the proceeds from the sale of our CICA and Sterling subsidiaries be used to repurchase shares. We may repurchase shares using available capital through the open market or in privately negotiated transactions from time to time, based on prevailing market conditions. We anticipate that the volume of share repurchases will
31

increase substantially after we receive the proceeds from the sales of CICA and Sterling. Any repurchased shares will be available for employee stock plans and for other corporate purposes. In 2007, we repurchased 19.1 million shares at a cost of $751 million. Since the program began, we have repurchased 48.1 million shares at a cost of $1,823 million. Of the shares repurchased since the program's inception, we have reissued approximately 13.8 million shares for stock options, stock awards, and other benefit plans.
Tender Offer
        Based upon a review of option grant practices in early 2007 by the Audit Committee of the Board of Directors, we determined that certain stock options were granted at a discount from fair market value and therefore are subject to adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended.
        The Company issued a Tender Offer Statement in 2007 to permit our eligible employees to amend certain options (the "Eligible Options") that were granted by Aon under our Stock Incentive Plan ("Plan"). The Eligible Options include only those stock options granted by Aon: (i) that were granted under the Plan; (ii) that had an exercise price per share that was less than the fair market value per share of our common stock underlying the options on the options' measurement dates for accounting purposes (the "deemed grant date"); (iii) that were unvested as of December 31, 2004; (iv) that were outstanding as of the last date on which the Offer remained open for acceptance and (v) that were held by individuals who were subject to taxation in the United States. Current and former directors and executive officers of Aon were not eligible employees.
        Eligible employees could elect to: (i) amend all (but not a portion) of their Eligible Options to increase the exercise price per share to be equal to the fair market value of a share of our common stock on the deemed grant date (the "Amended Exercise Price"); and (ii) for each amended Eligible Option, receive a cash payment equal to the difference between the Amended Exercise Price and the original exercise price, multiplied by the number of shares of our common stock subject to such unexercised option.
        The cash payments were paid on the first regular payroll date in January 2008. We also paid penalties, excise and other taxes of $7 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
        Aon's consolidated financial statements have been prepared according to U.S. generally accepted accounting principles ("GAAP"). To prepare these financial statements, we made estimates, assumptions and judgments that affect:
•
what we report as our assets and liabilities,

•
what we disclose as contingent assets and liabilities at the date of the financial statements, and

•
the reported amounts of revenues and expenses during the periods presented.
        In accordance with our policies, we:
•
regularly evaluate our estimates, assumptions and judgments, including those concerning pensions, contingencies, policy liabilities, investments, intangible assets, share-based payments and income taxes.

•
base our estimates, assumptions, and judgments on our historical experience and on factors we believe reasonable under the circumstances.
32

        The results involve judgments about the carrying values of assets and liabilities not readily apparent from other sources. If our assumptions or conditions change, the actual results we report may differ from these estimates.
        We believe the following critical accounting policies affect the more significant estimates, assumptions, and judgments we used to prepare these consolidated financial statements.
Restructuring
        Restructuring costs are expensed as incurred in accordance with FASB Statement No. 112, Employers Accounting for Postemployment Benefits and FASB Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities . Statement No. 146 applies to one-time workforce reduction benefits and requires companies to use Statement No. 112 when severance is paid under an ongoing severance policy. Lease consolidation costs, asset impairments and other costs associated with restructuring are accounted for under Statement No. 146 and FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets .
Workforce reduction costs
        We account for workforce reduction costs that result from an ongoing severance plan under Statement No. 112. Such instances occur when (1) we have an established severance policy, (2) statutory requirements dictate the severance amounts, or (3) we have an established pattern of paying by a specific formula.
        We estimate our one-time workforce reduction costs related to exit and disposal activities not resulting from an ongoing severance plan based on the benefits available to the employees being terminated. We recognize these costs when we:
•
identify the specific classification (or functions) and locations of the employees being terminated,

•
notify the employees who might be included in the termination, and

•
expect to terminate employees within the legally required notification period.
        When employees are receiving incentives to stay beyond the legally required notification period, we record the cost of their severance over the remaining service period.
Lease consolidation costs
        Where we have provided notice of cancellation pursuant to a lease agreement or abandoned space and have no intention of reoccupying it, we recognize a loss. The loss reflects our best estimate of the net present value of the future cash flows associated with the lease at the date we vacate the property or sign a sublease arrangement. To determine the loss, we make assumptions about the time period over which the building will remain vacant and the sublease terms.
        We estimate sublease income based on current market quotes for similar properties. When we finalize definitive agreements with the sublessee, we adjust our sublease losses for actual outcomes.
Fair value concepts of severance arrangements and sublease losses
        Accounting guidance requires that our exit and disposal accruals reflect the fair value of the liability. Where material, we discount back sublease loss calculations to arrive at their net present value.
        Most workforce reductions happen over a short span of time, so no discounting is necessary. However, we discount the severance arrangement when we terminate an employee who will provide no future service and we pay their severance over an extended period. Accretion of the discount occurs over the remaining life of the liability.
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        For the remaining lease term or severance payout, we decrease the liability for payments and increase the liability for accretion of the discount. The discount reflects our incremental borrowing rate, which matches the lifetime of the liability.
Other associated costs of exit and disposal activities
        We recognize other restructuring costs as they are incurred, including moving costs and consulting and legal fees.
        Asset impairments may result from large-scale restructurings and we account for these impairments in the period when they become known. Furthermore, we record impairments in accordance with Statement No. 144 by reducing the book value to the net present value of future cash flows (in situations where the asset had an identifiable cash flow stream) or accelerating the depreciation to reflect the revised useful life.
Pensions
        We sponsor defined benefit pension plans throughout the world. Our most significant plans are located in the United States, the United Kingdom, the Netherlands and Canada.
Significant changes to pension plans
        Our U.S. pension plans are closed to new entrants, and effective January 1, 2007, we began determining future pension benefits using a "career average pay" formula rather than the prior "final average pay" formula.
        Our U.K. pension plans have been closed to new entrants since 1999. On March 31, 2007 future benefit accruals relating to salary and service ceased in the U.K. plans. Future retirement benefits are now provided in a defined contribution segment of a pension scheme.
Market-related value of assets
        The U.S. pension plans use the market-related value of assets to determine expected return on assets.
        As of year-end 2007:
•
the market-related value of pension assets does not yet reflect accumulated asset gains of $6 million. These gains will decrease pension expense as they are graded into the market-related asset value and may be offset by future asset losses. We recognize 20% of the asset gain or loss in the current year's market-related value, with the remaining 80% spread over the next four years.

•
we reported a fair value of pension assets of $1,514 million, while market-related value of assets is $1,508 million.
        The U.K., Dutch and Canadian plans use fair value to determine expected return on assets.
Recognition of gains and losses and prior service
        In accordance with FASB Statement No. 87, we defer recognition of gains and losses that arise from events such as changes in the discount rate and actuarial assumptions, actual demographic experience and asset performance.
        Unrecognized gains and losses are amortized as a component of pension expense based on the average expected future service of active employees in the U.S., Dutch and Canadian plans, or the average life expectancy of the U.K. plan members. We amortize prior service costs or credits which
34

arise as a result of plan changes over a period based on the average expected future service of active employees in the plans at the time the prior service costs or credits were established.
        As of December 31, 2007, the pension plans have deferred losses that have not yet been recognized through income in the financial statements. We amortize the actuarial losses outside of a corridor, which is defined as 10% of the greater of market-related value of plan assets or projected benefit obligation ("PBO"). To the extent not offset by future gains, incremental amortization as calculated above will continue to affect future pension expense similarly until fully amortized.
        The following table discloses our combined experience loss, prior service costs or credits, the number of years that we are amortizing the experience loss over, and the estimated 2008 amortization by each plan:

(Amounts in millions)	U.S.	 	U.K.	 	Dutch	 	Canadian	
	
Combined experience loss	$	347	 	$	1,552	 	$	84	 	$	97	
Prior service costs (credits)	$	(104	)	$	—	 	$	—	 	$	5	
Amortization period (years)	 	8	 	 	34	 	 	12	 	 	10-12	
Estimated 2008 amortization of loss	$	23	 	$	34	 	$	3	 	$	5	
Estimated 2008 amortization of prior service cost (credit)	$	(15	)	$	—	 	$	—	 	$	1	
Rate of return on plan assets and asset allocation
        The following table summarizes the expected long-term rate of return on plan assets for future pension expense and the related target asset mix:

 	U.S.	 	U.K.	 	Dutch	 	Canadian	 	
	 	
Expected return (total)	8.60	%	7.20	%	6.60	%	7.00	%	
Target equity	80.00	 	67.00	 	65.00	 	70.00	 	
Target fixed income	20.00	 	33.00	 	35.00	 	30.00	 	
Expected return-equity	9.38	 	8.30	 	8.59	 	8.00	 	
Expected return-fixed income	5.60	 	4.96	 	5.59	 	5.00	 	
        We base our U.S. expected long-term return on capital market expectations for various asset classes. U.S. equities and fixed income expectations are estimated using a theoretical Capital Asset Pricing ("CAP") Model. The CAP Model for equities included three factors:
•
Current dividend yield (1.7%)

•
Corporate earnings nominal growth (6.7%)

•
P/E ratio repricing (0.0%).
        A fixed income expectation factor of 5.6% included the then-current 10-year U.S. Treasury Note yields and simulations of future yields based on expected inflation and other factors. We based:
•
other asset class expectations on risk premiums relative to U.S. equities and fixed income expected returns, and

•
estimates of volatilities and correlations among asset classes on historical data.
        The actual allocation at December 31, 2007 was 76% equities and 24% fixed income securities.
        In determining the expected rate of return for our U.K., Dutch and Canadian plans, we analyzed investment community forecasts and current market conditions to develop expected returns for each of the asset classes used by the plans. We:
•
consider historical performance data by asset class over long periods, and
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•
weight the expected returns for each asset class by target asset allocations of the plans.
        Generally, the U.K. plans' trustees determine the investment policy for each plan. Because there are eight pension plans maintained in the U.K., our target allocation represents a weighted average of the target allocation of each plan. Further, target allocations are subject to change.
        In total, at the end of the 2007 valuation year, the U.K. plans were invested 66% in equities and 34% in fixed income securities. The Dutch plan was invested 38% in equities and 62% in fixed income securities. The Canadian plan was invested 65% in equities and 35% in fixed income securities.
Impact of changing economic assumptions
        Changes in the discount rate and expected return on assets can have a material impact on pension obligations and pension expense.
        The following table reflects, holding all other assumptions constant, what a one percentage point increase and decrease in our estimated liability discount rate would have on our estimated 2008 pension expense.

 	Change in discount rate	
	
Increase (Decrease) in expense (in millions)	Increase	 	Decrease	
	
U.S. plans	$	(27	)	$	33	
U.K. plans	 	(29	)	 	31	
Dutch plans	 	(6	)	 	9	
Canadian plans	 	(6	)	 	7	
        The following table reflects, holding other assumptions constant, what a one percentage point increase and decrease in our estimated long-term rate of return on plan assets would have on our estimated 2008 pension expense.

 	Change in long-term rate of return on plan assets	
	
Increase (Decrease) in expense (in millions)	Increase	 	Decrease	
	
U.S. plans	$	(15	)	$	15	
U.K. plans	 	(39	)	 	39	
Dutch plans	 	(5	)	 	5	
Canadian plans	 	(3	)	 	3	
Estimated future contributions
        In the U.S., we anticipate minimum cash funding requirements of $8 million and $9 million in 2008 and 2009, respectively.
        The closure of the U.K. schemes to future accrual and the renegotiation of cash contributions from the Company during 2007 both impacted recent and expected future cash requirements to the U.K. plans. Under current rules and assumptions, we anticipate U.K. funding requirements of $143 million in 2008 and $146 million in 2009. These contributions reflect minimum funding requirements plus other amounts agreed with U.K. plan trustees.
        Contributions to the Dutch and Canadian plans are estimated to be $28 million and $16 million in 2008, respectively.
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Contingencies
        We define a contingency as any material condition that involves a degree of uncertainty that will ultimately be resolved. Under GAAP, we are required to establish reserves for contingencies when a loss is probable and we can reasonably estimate its financial impact. We do not recognize gain contingencies until the contingency is resolved.
        We are required to assess the likelihood of material adverse judgments or outcomes as well as potential ranges or probability of losses. We determine the amount of reserves required, if any, for contingencies after carefully analyzing each individual issue. The required reserves may change due to new developments in each issue, or changes in approach, such as changing our settlement strategy.
Policy Liabilities
        We collect premiums from policyholders, and we establish liabilities (reserves) to pay benefits to policyholders. The liabilities for policy benefits, claims, and unearned premiums represent our best estimates of what we expect to pay to policyholders in the future. If these liabilities prove inadequate, we would be required to increase the reserves, which could hurt our results and financial condition.
Property & Casualty
        Loss reserves reflect our estimated liability for unpaid claims and claims adjustment expenses and for reported and unreported losses incurred as of the end of each accounting period. Because setting loss reserve levels is inherently uncertain, we cannot guarantee that our current reserves will prove adequate in light of subsequent events. Loss reserves represent our best estimate of what we expect the ultimate settlement and administration of claims will cost, given our informed judgments based on:
•
currently available data,

•
future trends in claims severity and frequency,

•
judicial theories of liability, and

•
other factors.
        Many of these factors are not quantifiable in advance, and both internal and external events, such as changes in claims handling procedures, inflation, judicial and legal developments, and legislative changes, can cause our estimates to vary. The inherent uncertainty of estimating reserves is greater for certain types of liabilities, where the variables affecting the claims are subject to change and long periods of time may elapse before we can definitively determine liability. We periodically refine our reserve estimates as further losses are reported and settled and we continue to refine our experience and reflect adjustments to reserves in the results of the periods during which such estimates are changed.
        We estimate loss reserves for all property and casualty lines of business by accident year using several standard actuarial techniques, which include, but are not limited to incurred and paid loss development methods, the Bornhuetter-Ferguson method, and frequency/severity methods. We project ultimate losses on a direct, assumed, ceded and net basis, and deduct paid losses from the selected ultimate losses to arrive at the total indicated reserve. The total indicated reserve includes case reserves and incurred but not reported reserves.
        Our loss reserve estimates are influenced by factors such as the consistency of the results from actuarial techniques and our knowledge of emerging loss trends and rate or benefit changes.
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Accident & Health and Life
        To establish policy liabilities, we develop estimates of reported and anticipated claims, based on our historical experience, other actuarial data, and assumptions on investment yields. The actuarial data reflects our best estimates of future expectations regarding claim frequency, claim severity, and the length of time that a customer is insured. Morbidity and mortality patterns may change over time due to many factors including improvements in the general health of the insured population, changes in lifestyle, advances in medical diagnosis and treatment, or the occurrence of a widespread pandemic.
        Although mortality, morbidity, persistency, and interest rate assumptions are set when we issue new insurance policies, we may need to provide for additional losses on a product by increasing reserves, reducing previously capitalized acquisition costs established for that product, or establishing premium deficiency reserves if there are significant changes in our experience or assumptions.
        Liabilities for incurred but unpaid claims include estimated costs relating to reported claims, and incurred, but not reported, claims. We base the liability for unpaid claims on the estimated ultimate cost of settling claims using best estimates from past experience. These estimates incorporate current trends and any other factors that influence historical data. Actual experience, however, may vary from our estimates, due to changes in claim reporting, processing patterns, and variations from historic averages for the amount paid per claim. Variations from historic patterns and averages could result in additional changes that increase or decrease unpaid claim liabilities.
        We generally accrue a liability for future policy benefits relating to long-duration contracts when we recognize premium revenue. The liability represents the present value of future benefits to be paid to policyholders less the present value of future premiums. We estimate this liability using methods that include estimates of expected investment yields, mortality, morbidity, and policy persistency.
        Actual experience may vary from our estimates due to emerging trends in morbidity, mortality, persistency, and asset yields — and some of these trends can fluctuate significantly over time. As we realize the actual experience, we take into account the financial impacts of these variations from our original assumptions. When current estimates of the present value of future benefits and expenses exceed the present value of future premiums for a product line, we recognize all excess amounts as a loss.
Valuation of Investments
        We periodically review securities with unrealized losses and evaluate them for other-than-temporary impairment. We analyze various risk factors and determine if any specific asset impairment exists. If there is a specific asset impairment, we recognize a realized loss and adjust the cost basis of the impaired asset to its fair value.
        We review invested assets with unrealized losses separated into two categories:
1.
Assets with unrealized losses due to issuer-specific events.

2.
Assets with unrealized losses due to market conditions or industry-related events.
Assets with unrealized losses due to issuer-specific events
        At least quarterly, we review the following types of information:
•
the creditworthiness of corporate obligors for changes in ratings and financial performance,

•
cash flow trends and underlying levels of collateral for asset-backed securities, and

•
issuer financial trends and market expectations based on third-party analytical reports.
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        We recognize an other-than-temporary impairment loss when appropriate for these investments with continuous unrealized losses due to issuer-specific events. We base our decision on the facts and circumstances for each investment.
Assets with unrealized losses due to market conditions or industry-related events
        Invested assets with unrealized losses due to market conditions or industry-related events include those affected by:
•
increasing U.S. Treasury or local sovereign interest rates,

•
corporate and asset-backed credit spread widening,

•
common stock price volatility due to conditions in the overall market or a particular industry, and

•
illiquid market conditions.
        In certain circumstances, we assume that a decline in value below cost is temporary for fixed-maturity investments, with unrealized losses due to market conditions or industry-related events from which the market is expected to recover; in these cases, we can hold the investment until maturity or the market recovers, which is a decisive factor when considering an impairment loss. If we decide that holding the investment to maturity is no longer appropriate, we will reevaluate that investment for other-than-temporary impairment.
        We evaluate other-than-temporary impairment for preferred and common stock and other investments with continuous unrealized losses for two consecutive quarters due to market conditions or industry-related events. We recognize an other-than-temporary impairment loss based upon each investment's facts and circumstances and monitor these securities quarterly to ensure that unrealized losses are not the result of issuer-specific events.
        Note 6 to the consolidated financial statements provides additional information about our investments.
Intangible Assets
        Intangible assets represent the excess of cost over the value of net tangible assets of acquired businesses. We classify our intangible assets as either goodwill, client lists, non-compete agreements, or other purchased intangibles.
        Although goodwill is not amortized, we test it for impairment at least annually. We test more frequently if there are indicators of impairment or whenever business circumstances suggest that the carrying value of goodwill may not be recoverable. We perform impairment reviews at the reporting unit level. If the fair value of a reporting unit is determined to be less than the carrying value of the reporting unit, we complete further analysis to determine whether there was an impairment loss. No further analysis was required in 2007 or 2006. We determine fair value based on estimates and assumptions related to the amount and timing of future cash flows and future interest rates. Different estimates or assumptions could produce different results.
Share-based Payments
        Stock-based compensation expense is based on the value of the portion of share-based payment awards that we ultimately expect to vest during that period. Thus, we have reduced expense for estimated forfeitures. We estimate forfeitures at the time of grant and revise our estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. When the terms of an award require no additional service, the award is fully expensed at the grant date. When awards are modified,
39

we account for the incremental shares at the fair market value at the date of modification. Expense recognition begins on the date the service period begins, which can precede or be after the grant date, depending on the provisions of the award.
Option Accounting
        Before 2006, Aon was subject to Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees , in accounting for its stock-based compensation plans. Under APB No. 25, we recognized no compensation expense for stock options when the exercise price of the options equaled the market price of the stock at the date of grant.
        In 2006, we adopted Statement No. 123(R), Share-Based Payments , and changed our method of valuation for stock options granted. Beginning in 2006, we moved to a lattice-binomial option-pricing model from the Black-Scholes option-pricing model, which we previously used for our required pro forma information. Lattice-based option valuation models:
•
use a range of assumptions over the expected term of the options.

•
estimate expected volatilities based on the average of the historical volatility of Aon's stock price and the implied volatility of traded options on Aon's stock.
        Furthermore, we:
•
use historical data to estimate option exercise and employee terminations within the valuation model, differentiating between executives and key employees.

•
base the expected dividend yield assumption on our current dividend rate.

•
base the risk-free rate for the contractual life of the option on the U.S. Treasury yield curve in effect at the time of grant.

        The expected life of employee stock options represents the weighted-average period stock options are expected to remain outstanding, which is a derived output of the lattice-binomial model.
Service-Based RSU Awards
        Before 2006, restricted stock units ("RSUs") granted to employees were generally service-based and accounted for by expensing the total award value over the service period. We calculated the total award value by multiplying the total number of shares to be delivered by the quoted market value on the date of grant. In connection with the adoption of Statement No. 123(R) in 2006, we began to estimate forfeitures and considered dividend discounts when determining the fair value of the RSUs.
Performance-Based Awards
        Beginning in 2006, executives and key employees may receive performance-based awards, which ultimately result in the receipt of RSUs, if the employee achieves his or her objectives. Such objectives may be made on a personal, group or company level. The RSUs may be immediately vested or have a future additional service period. Generally, our performance awards are fixed, which means we determine the fair value of the award at the grant date, and recognize the expense over the performance or vesting period, whichever is longer.
To expense performance-based awards, we:
•
estimate the number of shares to be delivered at the end of the performance period multiplied by the fair value of those shares.

•
recognize the resulting value by multiplying the fair value to be delivered times the percentage of the performance period completed.
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        These estimates take into account performance to date as well as the assessment of future performance. These assessments are made by management using subjective estimates, such as long-term plans. As a result, changes in the underlying assumptions could have a material impact on the expense recognized.
        The largest performance-based stock plan is the Leadership Performance Plan ("LPP"). The LPP currently has two performance periods — 2006 to 2008 and 2007 to 2009. A 10% upward or downward adjustment in our estimated performance targets would increase or decrease total expense by approximately $8 million. As the percent of expected performance increases or decreases, the potential change in expense can go from 0% to 200% of the targeted total expense.
Income Taxes
        We earn income in numerous foreign countries and this income is subject to the laws of taxing jurisdictions within those countries, as well as U.S. federal and state tax laws.
        The carrying values of deferred income tax assets and liabilities reflect the application of our income tax accounting policies in accordance with FASB Statement No. 109, Accounting for Income Taxes , and are based on management's:
•
assumptions and estimates about future operating results and levels of taxable income and

•
judgments regarding the interpretation of the provisions of Statement No. 109.
        We assess carryforwards and tax credits for realization as a reduction of future taxable income by using a "more likely than not" determination. We have not recognized a U.S. deferred tax liability for undistributed earnings of certain foreign subsidiaries of our continuing operations because they are considered permanently reinvested. Distributions may be subject to additional U.S. income taxes if we either distribute these earnings, or we are deemed to have distributed these earnings, according to the Internal Revenue Code.
        We base the carrying values of liabilities for income taxes currently payable on management's interpretation of applicable tax laws, and incorporate management's assumptions and judgments about using tax planning strategies in various taxing jurisdictions. Using different estimates, assumptions and judgments in accounting for income taxes, especially those which deploy tax planning strategies, may result in materially different carrying values of income tax assets and liabilities and changes in our results of operations.
        We operate in many foreign jurisdictions where tax laws relating to our businesses are not well developed. In such jurisdictions, we obtain professional guidance and consider existing industry practices before using tax planning strategies and meeting our tax obligations. Tax returns are routinely subject to audit in most jurisdictions, and tax liabilities are frequently finalized through negotiations. While historically we have not experienced significant adjustments to previously recognized tax assets and liabilities as a result of finalizing tax returns, there can be no assurance that significant adjustments will not arise. In addition, several factors could increase the future level of uncertainty over our tax liabilities, including the following:
•
During recent years, the portion of our overall operations conducted in foreign tax jurisdictions has been increasing, and we anticipate this trend will continue.

•
To deploy tax planning strategies and conduct foreign operations efficiently, our subsidiaries frequently enter into transactions with affiliates, which are generally subject to complex tax regulations and are frequently reviewed by tax authorities.

•
We may conduct future operations in certain tax jurisdictions where tax laws are not well developed, and it may be difficult to secure adequate professional guidance.
41

•
Tax laws, regulations, agreements and treaties change frequently, requiring us to modify existing tax strategies to conform to such changes.

        In first quarter 2007, we adopted FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109 . FIN 48 clarifies the accounting for uncertainty in income taxes which are recognized in a company's financial statements in accordance with Statement No. 109, and prescribes a recognition threshold and measurement of a tax position taken, or expected to be taken, in a company's tax return. As a result of our adoption of FIN 48, we did not record any adjustments to the liability for unrecognized tax benefits.
REVIEW OF CONSOLIDATED RESULTS
General
        In our discussion of operating results, we sometimes refer to supplemental information derived from consolidated financial information.
        We use supplemental information related to organic revenue growth to help us and our investors evaluate business growth from existing operations. Organic revenue growth excludes from reported revenues the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, investment income, reimbursable expenses, and unusual items.
        Supplemental organic revenue growth information should be viewed in addition to, not instead of, our consolidated statements of income. Industry peers provide similar supplemental information about their revenue performance, although they may not make identical adjustments.
        Because we conduct business in more than 120 countries, foreign exchange rate fluctuations have a significant impact on our business. In comparison to the U.S. dollar, foreign exchange rate movements may be significant and may distort true period-to-period comparisons of changes in revenue or pretax income. Therefore, we have:
•
isolated the impact of the change in currencies between periods by providing percentage changes on a comparable currency basis for revenue, and have disclosed the impact on expenses and earnings per share, and

•
provided this form of reporting to give financial statement users more meaningful information about our operations.
        Some tables in the segment discussions reconcile organic revenue growth percentages to the reported revenue growth percentages for the segments and subsegments. We disclose separately:
•
the impact of foreign currency, and

•
the impact from acquisitions, divestitures, and transfers of business units, which represent the most significant reconciling items.
        In an "all other" category, we total other reconciling items that are not generally significant individually or in the aggregate. If there is a significant individual reconciling item within the "all other" category, we provide additional disclosure in a note.
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Summary of Results for 2005 through 2007
        The consolidated results of continuing operations follow:

(millions)            Years ended December 31,	2007	 	2006	 	2005	 	
	 	
Revenue:	 	 	 	 	 	 	 	 	 	
 	Commissions, fees and other	$	7,170	 	$	6,660	 	$	6,507	 	
 	Investment income	 	301	 	 	221	 	 	144	 	
 		 	
 	 	Total consolidated revenue	 	7,471	 	 	6,881	 	 	6,651	 	
	 	
Expenses:	 	 	 	 	 	 	 	 	 	
 	Compensation and benefits	 	4,388	 	 	4,225	 	 	4,084	 	
 	Other general expenses	 	1,726	 	 	1,637	 	 	1,616	 	
 	Depreciation and amortization	 	194	 	 	224	 	 	244	 	
 	Interest expense	 	138	 	 	129	 	 	125	 	
 	Provision for New York and other state settlements	 	1	 	 	3	 	 	5	 	
 		 	
 	 	Total expenses	 	6,447	 	 	6,218	 	 	6,074	 	
	 	
Income from continuing operations before provision for income tax	$	1,024	 	$	663	 	$	577	 	
	 	
Pretax margin — continuing operations	 	13.7	%	 	9.6	%	 	8.7	%	
	 	
Consolidated Results for 2007 Compared to 2006
Revenue
        During 2007, compared to the prior year:
•
Commissions, fees and other increased $510 million or 8% driven primarily by the impact of changes in foreign exchange rates and organic revenue growth of 2%.

•
Investment income increased $80 million or 36%. The increase was driven by:

•
non-liquidating distributions from our PEPS I investment of $61 million,

•
$14 million of realized losses on our Endurance warrants in 2006,

•
realized gains from the sale of investments, and

•
higher interest rates on our investment portfolio.

        These increases were partially offset by a $35 million gain recognized in 2006 in connection with the contribution of our preferred stock investment in Scandent, received from the sale of our Cambridge operation, to a U.K. pension plan.
43

        Consolidated revenue by geographic area follows:

(millions)        Years ended December 31,	2007	 	% of
Total	 	2006	 	% of
Total	 	2005	 	% of
Total	 	
	 	
United States	$	2,855	 	38	%	$	2,789	 	41	%	$	2,726	 	41	%	
Americas, other than U.S.	 	809	 	11	 	 	723	 	10	 	 	646	 	10	 	
United Kingdom	 	1,305	 	18	 	 	1,172	 	17	 	 	1,226	 	18	 	
Europe, Middle East & Africa	 	1,876	 	25	 	 	1,636	 	24	 	 	1,530	 	23	 	
Asia Pacific	 	626	 	8	 	 	561	 	8	 	 	523	 	8	 	
 		 	
 	Total revenue	$	7,471	 	100	%	$	6,881	 	100	%	$	6,651	 	100	%	
	 	
        We attribute revenues to geographic areas based on the location of the resources producing the revenues.
•
U.S.   revenue increased $66 million or 2%, reflecting growth in our retail business and affinity operations, partially offset by soft market conditions in reinsurance and investment gains being impacted by last year's gain on the contribution of our Scandent preferred stock.

•
Americas other than U.S.   revenue increased $86 million or 12%, due to strong growth in Latin America and the impact of foreign exchange rates.

•
United Kingdom revenue increased $133 million or 11% driven by favorable foreign exchange, the impact of acquisitions, higher investment income and a gain on the sale of a book of business.

•
Europe, Middle East & Africa revenue increased $240 million or 15% as a result of favorable foreign exchange, higher investment income, acquisitions and organic revenue growth, most notably in France, Italy, Spain, Africa and the Middle East.

•
Asia Pacific revenue increased $65 million to $626 million, driven by favorable foreign exchange and organic revenue growth in most countries in Asia, which more than offset softness in Australia and the impact of certain regulatory changes in Japan.
Expenses
        The increase in total expenses of $229 million or 4% from 2006 is driven by:
•
$163 million or 4% increase in compensation and benefits , reflecting $189 million of unfavorable foreign exchange as well as higher salary and incentive costs, which more than offset significant pension savings, lower restructuring costs and the benefits of the 2005 restructuring program. Reduced pension expense was due primarily to plan amendments in the U.S. and U.K.

•
$89 million or 5% increase in other general expenses, reflecting unfavorable foreign exchange, the gain on the 2006 sale of our building in Spain, the impact of acquisitions and the settlement of litigation in early 2007 for acquired employees in our U.K. reinsurance business. These items more than offset a 2006 property and casualty reserve increase and 2007 gains from the sale of businesses.

•
$9 million increase in interest expense resulting from higher interest rates and foreign exchange translation.
        These increases in expenses were partially offset by a $30 million decrease in depreciation and amortization due to lower write-offs and a lower depreciable base than the prior year.
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Income from Continuing Operations before Provision for Income Tax and Cumulative Effect of a Change in Accounting Principle
        Income from continuing operations was $1,024 million, a 54% increase from $663 million in 2006. The increase was driven by improved profitability in our brokerage and consulting segments, distributions from our PEPS I investment, and an increase in our property and casualty reserves in 2006.
Provision for Income Taxes
        The effective tax rate on income from continuing operations was 34.4% in 2007 and 32.6% in 2006.
        Differences between the overall effective tax rate and the U.S. federal statutory rate are typically due to U.S. state income taxes and differences between U.S. and international tax rates. Changes in the mix between our U.S. and international pretax income directly affect our effective tax rates. In 2007 and 2006, our effective tax rate also reflects the favorable resolution of tax examination issues, adjustments, and tax credits. In addition, our 2007 rate was impacted by changes in corporate tax rates in certain foreign countries, most notably in the United Kingdom, which reduced the enacted corporate tax rate from 30% to 28%. While the lower U.K. tax rate will benefit Aon's recurring effective tax rate in future periods, we had to remeasure our U.K. deferred tax assets using the new enacted tax rate, resulting in a one-time non-cash expense of $24 million. For a summary of these effects, please see the rate reconciliation provided in Note 8 to the consolidated financial statements.
Income from Continuing Operations
        In 2007, compared to 2006:
•
Income from continuing operations rose to $672 million ($2.10 diluted net income per share) from $447 million ($1.33 diluted net income per share). 2007 income from continuing operations included currency translation gains of $0.06 per share, compared to currency translation losses of $0.04 per share in 2006.

•
Basic net income per share from continuing operations increased to $2.25 from $1.41.
Discontinued Operations
        After-tax income from discontinued operations was:
•
$192 million in 2007 ($0.65 and $0.59 per basic and dilutive net income per share, respectively). These results include a full year of operations for CICA and Sterling ($0.63 and $0.58 per basic and dilutive net income per share, respectively) as well as residual settlement activity relating to our 2006 AWG and CPG disposals.

•
$272 million in 2006 ($0.86 and $0.80 per basic and dilutive income per share, respectively). Results in 2006 include a full year of operations for CICA and Sterling ($0.56 and $0.52 per basic and dilutive net income per share, respectively) and eleven months of operations and the gain on sale of AWG and CPG ($0.27 and $0.25 per basic and dilutive net income per share, respectively).
        Revenue for discontinued operations decreased to $2.5 billion in 2007 from $3.4 billion in 2006 due to the inclusion in 2006 of AWG and CPG. CICA's revenue increased 21% to $2.5 billion on the strength of Sterling's Medicare Advantage product. After-tax income from discontinued operations declined $80 million to $192 million, driven by the inclusion last year of AWG and CPG results, along with the gain on the sale of those two operations. CICA's results improved $7 million to $186 million. An increase in pretax income, driven by increased revenue, was mainly offset by lower margins at
45

Sterling and a higher tax provision, resulting from a $28 million non-recurring tax adjustment related to the recognition of deferred taxes of CICA's foreign subsidiaries.
        See Note 5 to the consolidated financial statements, "Disposal of Operations," for further information.
Consolidated Results for 2006 Compared to 2005
Revenue
        In 2006, compared to the prior year:
•
Commissions, fees and other increased by $153 million or 2%, driven by 2% organic revenue growth in Risk and Insurance Brokerage Services and 4% organic growth in Consulting.

•
Investment income increased $77 million or 53%, driven by higher interest rates and a $35 million gain recognized in connection with the contribution of our Scandent preferred stock investment to a U.K. pension plan.
        By geography:
•
U.S.   revenue, which represented 41% of total revenue, increased $63 million or 2%, reflecting improved results in our retail business and increased investment income.

•
Americas other than U.S. revenue increased 12% to $723 million, due to strong growth in Latin America.

•
United Kingdom revenue decreased $54 million or 4%, reflecting soft market conditions in our retail and reinsurance lines, partially offset by growth in our consulting business.

•
Europe, Middle East & Africa revenue increased 7% to $1.6 billion, as a result of acquisitions and organic growth in our retail business.

         Asia Pacific revenue increased $38 million or 7% to $561 million, driven by acquisitions and organic revenue growth in emerging markets in Asia.
Expenses
        The $144 million or 2% increase in total expenses versus 2005 is driven by:
•
$141 million or 3% increase in compensation and benefits , reflecting higher salary and incentive costs, the impact of acquisitions and unfavorable foreign exchange, and

•
an increase of $21 million or 1% in other general expenses , primarily reflecting a property and casualty reserve increase, hedging losses, and unfavorable foreign exchange, partially offset by a $30 million gain on the sale of our building in Spain.
These increases were somewhat offset by a decrease of $20 million in depreciation and amortization expense, reflecting greater asset disposals and impairments in 2005.
Income from Continuing Operations before Provision for Income Tax and Cumulative Effect of a Change in Accounting Principle
        Income from continuing operations before provision for income tax increased $86 million to $663 million. The increase was driven by organic revenue growth across each segment along with estimated restructuring savings of $119 million, partially offset by higher compensation and benefits costs.
46

Provision for Income Taxes
        The effective tax rate on income from continuing operations was 32.6% in 2006 and 27.9% in 2005. Differences between the overall effective tax rate and the U.S. federal statutory rate are typically due to U.S. state income taxes and differences between U.S. and international tax rates. Changes in the mix between our U.S. and international pretax income directly affect our effective tax rates. In 2006 and 2005, our effective tax rate also reflects the favorable resolution of tax examination issues, adjustments, and tax credits.
Income from Continuing Operations
        In 2006, compared to 2005:
•
Income from continuing operations rose to $447 million ($1.33 dilutive net income per share) from $416 million ($1.24 dilutive net income per share). For 2006, income from continuing operations included currency translation losses of $0.04 per share, compared to currency translation gains of $0.05 per share in 2005.

•
Basic net income per share from continuing operations increased to $1.41 from $1.28.
        To compute income per share in 2005, we deducted dividends paid on the redeemable preferred stock from net income. The redeemable preferred stock was redeemed and retired in September 2005.
Discontinued Operations
        After-tax income from discontinued operations was:
•
$272 million in 2006 ($0.86 and $0.80 per basic and dilutive net income per share, respectively). 2006 discontinued operations include full year results for CICA and Sterling ($0.56 and $0.52 per basic and dilutive net income per share, respectively) and eleven months of operations and gain on sale of AWG and CPG ($0.27 and $0.25 per basic and dilutive net income per share, respectively.)

•
$319 million in 2005 ($0.99 and $0.93 per basic and dilutive net income per share, respectively). Results in 2005 include full year results for CICA, Sterling, AWG and CPG ($0.69 and $0.65 per basic and dilutive net income per share, respectively), along with nine months of operations and the gain on sale of our Swett & Crawford operation ($0.33 and $0.31 per basic and dilutive net income per share, respectively).
REVIEW BY SEGMENT
General
        Aon classifies its businesses into two operating segments: Risk and Insurance Brokerage Services and Consulting (see Note 16 to the consolidated financial statements for further information).
        Aon's operating segments are identified as those that report separate financial information and are evaluated regularly when we are deciding how to allocate resources and assess performance.
        Segment revenue includes investment income generated by invested assets of that segment, as well as the impact of related derivatives. Our Risk and Insurance Brokerage Services and Consulting businesses invest funds held on behalf of clients and operating funds in short-term obligations.
47

        The following tables and commentary provide selected financial information on the operating segments.

(millions)            Years ended December 31,	2007	 	2006	 	2005	 	
	 	
Operating segment revenue: (1)	 	 	 	 	 	 	 	 	 	
 	Risk and Insurance Brokerage Services	$	6,059	 	$	5,628	 	$	5,367	 	
 	Consulting	 	1,352	 	 	1,282	 	 	1,255	 	
	 	
Income before income tax:	 	 	 	 	 	 	 	 	 	
 	Risk and Insurance Brokerage Services	$	1,037	 	$	841	 	$	702	 	
 	Consulting	 	189	 	 	120	 	 	110	 	
	 	
Pretax Margins:	 	 	 	 	 	 	 	 	 	
 	Risk and Insurance Brokerage Services	 	17.1	%	 	14.9	%	 	13.1	%	
 	Consulting	 	14.0	%	 	9.4	%	 	8.8	%	
	 	
(1)
Intersegment revenues of $29 million, $59 million and $46 million were included in 2007, 2006 and 2005, respectively. See Note 16 to the consolidated financial statements for further information.

Risk and Insurance Brokerage Services
        Aon is a leader in many sectors of the insurance industry. Aon was ranked by A.M. Best as the number one global insurance brokerage in 2007 based on brokerage revenues, and voted the best insurance intermediary and best reinsurance intermediary in 2007 by the readers of Business Insurance .
        Changes in premiums have a direct and potentially material impact on the insurance brokerage industry, as commission revenues are generally based on a percentage of the premiums paid by insureds. Insurance premiums are cyclical, and may vary widely based on market conditions. Premium rates usually increase when the industry has heavier than expected losses or capital shortages; this situation is referred to as a "hard market." A hard market tends to increase commission revenues. Conversely, a "soft market," characterized by flat or reduced premium rates, results from increased competition for market share among insurance carriers or increased underwriting capacity. A soft market tends to reduce commission revenues. Hard and soft markets may be broad-based or more narrowly focused across certain product lines or geographic areas. Markets began softening in 2004. We experienced a soft market in many business lines/segments and in many geographic areas in 2007. Prices fell throughout the year, with the greatest declines seen in large and middle-market accounts. We expect the soft market to continue into 2008.
        Risk and Insurance Brokerage Services generated approximately 82% of Aon's total operating segment revenues in 2007. Revenues are generated primarily through:
•
fees paid by clients,

•
commissions and fees paid by insurance and reinsurance companies, and

•
interest income on funds held on behalf of clients.
        Our revenues vary from quarter to quarter throughout the year as a result of:
•
the timing of our clients' policy renewals,

•
the net effect of new and lost business,

•
the timing of services provided to our clients, and

•
the income we earn on investments, which is heavily influenced by short-term interest rates.
48

        Our risk brokerage companies operate in a highly competitive industry and compete with many retail insurance brokerage and agency firms, as well as with individual brokers, agents, and direct writers of insurance coverage. Specifically, this segment:
•
addresses the highly specialized product development and risk management needs of commercial enterprises, professional groups, insurance companies, governments, healthcare providers, and non-profit groups, among others;

•
provides affinity products for professional liability, life, disability income, and personal lines for individuals, associations, and businesses;

•
provides reinsurance services to insurance and reinsurance companies and other risk assumption entities by acting as brokers or intermediaries on all classes of reinsurance;

•
provides managing underwriting and premium finance services to independent agents and brokers as well as corporate clients;

•
provides actuarial, loss prevention, and administrative services to businesses and consumers; and

•
manages captive insurance companies.
        We review our revenue results using the following subsegments:
•
Risk Management and Insurance Brokerage encompasses our retail brokerage services, affinity products, managing general underwriting, placement and captive management services, and premium finance services in the following areas: Americas; United Kingdom; Europe, Middle East & Africa; and Asia Pacific . In February 2008, we announced that we intend to combine our entire local, regional and national risk and insurance retail brokerage operations into a single, unified business to be called Aon Risk Services.

•
Reinsurance Brokerage and Related Services (Reinsurance) offers sophisticated advisory services in program design and claim recoveries that:
—    enhance the risk/return characteristics of insurance policy portfolios,
—    improve capital utilization, and
—    evaluate and mitigate catastrophic loss exposures worldwide.
Revenue
        This table details Risk and Insurance Brokerage Services revenue by subsegment:

(millions)            Years ended December 31,	2007	 	2006	 	2005	
	
Americas	$	2,405	 	$	2,319	 	$	2,139	
United Kingdom	 	815	 	 	732	 	 	792	
Europe, Middle East & Africa	 	1,375	 	 	1,177	 	 	1,150	
Asia Pacific	 	506	 	 	478	 	 	441	
Reinsurance	 	958	 	 	922	 	 	845	
 		
 	Total revenue	$	6,059	 	$	5,628	 	$	5,367	
	
        In 2007, revenue increased $431 million or 8% from 2006 due to growth in our retail and reinsurance operations, as well as higher investment income.
49

        This table reconciles organic revenue growth to reported revenue growth in 2007 versus 2006:

Year ended December 31, 2006	 	Percent
Change	 	Less:
Currency
Impact	 	Less:
Acquisitions,
Divestitures
& Transfers	 	Less:
All
Other	 	Organic
Revenue
Growth	 	
	 	
Americas	 	4	%	1	%	—	%	(2	)%	5	%	
United Kingdom	 	11	 	7	 	2	 	2	 	—	 	
Europe, Middle East & Africa	 	17	 	8	 	1	 	4	 	4	 	
Asia Pacific	 	6	 	9	 	(3	)	(2	)	2	 	
Reinsurance	 	4	 	2	 	1	 	(1	)	2	 	
 	 		 	
 	Total revenue	 	8	%	4	%	1	%	—	%	3	%	
	 	
        Organic revenue growth for the entire segment was 3%.
        The 4% reported growth in Americas reflects strong new business growth in our U.S. retail, Affinity and Latin America operations; favorable foreign exchange rates; and increased investment income. This growth was net of a $35 million gain in 2006 related to the contribution of our Scandent preferred stock investment to one of our U.K. pension plans.
         United Kingdom revenue increased 11%, driven by favorable foreign currency translation, the impact of acquisitions, higher investment income and a gain on the sale of a book of business.
         Europe, Middle East & Africa revenue increased 17%, driven by favorable foreign exchange rates, higher investment income and 4% organic revenue growth, most notably in emerging markets and in Continental Europe.
         Asia Pacific revenue increased 6%, driven by positive foreign currency translation and organic revenue growth in most markets in Asia. However, this increase was partially offset by the impact of certain regulatory changes in Japan and soft market conditions in Australia.
         Reinsurance revenue increased 4%, due to favorable foreign currency translation, the impact of acquisitions and 2% organic revenue growth mainly driven by international markets, offset by soft market conditions in the U.S.
        This table shows Risk and Insurance Brokerage Services revenue by geographic area and total pretax income:

(millions)        Years ended December 31,	2007	 	% of
Total	 	2006	 	% of
Total	 	2005	 	% of
Total	 	
	 	
United States	$	2,159	 	36	%	$	2,133	 	38	%	$	1,982	 	37	%	
Americas, other than U.S.	 	661	 	11	 	 	586	 	10	 	 	530	 	10	 	
United Kingdom	 	1,036	 	17	 	 	946	 	17	 	 	1,021	 	19	 	
Europe, Middle East & Africa	 	1,636	 	27	 	 	1,439	 	26	 	 	1,344	 	25	 	
Asia Pacific	 	567	 	9	 	 	524	 	9	 	 	490	 	9	 	
 		 	
Total revenue	$	6,059	 	100	%	$	5,628	 	100	%	$	5,367	 	100	%	
	 	
Income before income tax	$	1,037	 	 	 	$	841	 	 	 	$	702	 	 	 	
	 	
         U.S. revenue rose 1% over 2006 as strong new business, effective renewal book management in U.S. retail and investment income gains were partially offset by last year's gain on the contribution of our Scandent preferred stock and soft market conditions in our reinsurance business.
         Americas other than U.S. revenue increased 13% due to strong organic revenue growth in Latin America and the favorable impact of foreign currency translation.
50

        The 10% increase in United Kingdom revenue is driven by the impact of favorable foreign currency translation, acquisitions, higher investment income, and the gain on the sale of a book of business.
         Europe, Middle East & Africa revenue increased 14% due to positive foreign currency translation, higher investment income and organic revenue growth.
         Asia Pacific revenue increased 8% due to the impact of favorable foreign currency translation and organic revenue growth.
Income Before Income Tax
        Pretax income increased $196 million or 23% from 2006 to $1,037 million. In 2007, pretax margins in this segment were 17.1%, up 220 basis points from 14.9% in 2006. Contributing to increased margins and pretax income were:
•
3% organic revenue growth,

•
lower pension expense,

•
lower restructuring expenses,

•
savings from the 2005 restructuring program (primarily workforce reduction),

•
$36 million of gains on the sale of businesses, and

•
favorable foreign exchange rates.
        These increases were partially offset by higher salary costs due to investing in talent and a $21 million litigation settlement for acquired employees in our U.K. reinsurance business. In addition, in 2006, we recognized a $35 million gain on the contribution of our Scandent preferred stock and a $30 million gain on the sale of a building in Spain.
Consulting
        Aon Consulting is one of the world's largest integrated human capital consulting organizations. Our consulting segment:
•
provides a broad range of consulting services, and

•
generated 18% of Aon's total operating segment revenues in 2007.

        We review our revenue results using the following subsegments:
•
Consulting Services , which provides consulting services in six practice areas:

1.
Employee Benefits advises clients about how to structure, fund, and administer employee benefit programs that attract, retain, and motivate employees. Benefits consulting includes health and welfare, retirement, executive benefits, absence management, compliance, employer commitment, investment advisory and elective benefit services.

2.
Compensation focuses on designing salary, bonus, commission, stock option, and other pay structures, with special expertise in the financial services and technology industries.

3.
Management Consulting helps clients in process improvement and design, leadership, organization and human capital development, and change management.

4.
Communications advises clients on how to communicate initiatives that support their corporate vision.
51

5.
Strategic Human Resource Consulting advises complex global organizations on talent, change and organization effectiveness issues, including assessment, selection performance management, succession planning, organization design and related people-management programs.

6.
Financial Advisory and Litigation Consulting provide consulting services, including white collar and financial statement investigation, securities litigation, financial due diligence, financial valuation services, and other related specialties.

•
Outsourcing, which offers employment processing, performance improvement, benefits administration and other employment-related services.
Revenue
        In 2007, revenues of $1,352 million were 5% higher than 2006. On an organic basis, revenue declined 1% from 2006.
        This table details Consulting revenue by subsegment.

(millions)            Years ended December 31,	2007	 	2006	 	2005	
	
Consulting services	$	1,117	 	$	989	 	$	981	
Outsourcing	 	235	 	 	293	 	 	274	
 		
 	Total revenue	$	1,352	 	$	1,282	 	$	1,255	
	
        This table reconciles organic revenue growth to reported revenue growth in 2007 versus 2006.

Year ended December 31, 2006	 	Percent
Change	 	Less:
Currency
Impact	 	Less:
Acquisitions,
Divestitures
& Transfers	 	Less:
All
Other	 	Organic
Revenue
Growth	 	
	 	
Consulting services	 	13	%	4	%	2	%	2	%	5	%	
Outsourcing	 	(20	)	3	 	—	 	(1	)	(22	)	
 	 		 	
 	Total revenue	 	5	%	4	%	2	%	—	%	(1	)%	
	 	
        On a subsegment basis,
•
Consulting services increased $128 million or 13%, reflecting growth in most major practice groups and geographies, favorable foreign currency translation, and the transfer of certain small units from the Risk and Insurance Brokerage Services segment.

•
Outsourcing revenue declined $58 million or 20%, driven by lower revenue from AT&T. AT&T, our largest outsourcing client, terminated many of its outsourcing services with us in 2006 and terminated our remaining services during 2007.
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        This table shows Consulting revenue by geographic area and pretax income:

(millions)        Years ended December 31,	2007	 	% of
Total	 	2006	 	% of
Total	 	2005	 	% of
Total	 	
	 	
Revenue by geographic area:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	United States	$	657	 	49	%	$	708	 	55	%	$	730	 	58	%	
 	Americas, other than U.S.	 	121	 	9	 	 	113	 	9	 	 	100	 	8	 	
 	United Kingdom	 	275	 	20	 	 	228	 	18	 	 	206	 	16	 	
 	Europe, Middle East & Africa	 	240	 	18	 	 	197	 	15	 	 	186	 	15	 	
 	Asia Pacific	 	59	 	4	 	 	36	 	3	 	 	33	 	3	 	
 		 	
 	 	Total revenue	$	1,352	 	100	%	$	1,282	 	100	%	$	1,255	 	100	%	
 		 	
Income before income tax	$	189	 	 	 	$	120	 	 	 	$	110	 	 	 	
	 	
•
U.S.   revenue decreased $51 million in 2007, primarily due to reduced outsourcing business triggered by the loss of revenue from AT&T (see above), partially offset by organic revenue growth in Consulting Services and a $5 million gain on the sale of an investment.

•
Americas other than U.S.   revenue grew 7%, reflecting improved results in Canada and favorable foreign exchange.

•
United Kingdom revenue rose 21%, due to favorable foreign exchange and organic revenue growth.

•
Europe, Middle East & Africa and Asia Pacific revenue increased 22% and 64%, respectively, driven by favorable foreign currency translation, the transfer in of certain small units from our brokerage segment, and organic revenue growth.

Income Before Income Tax
        Pretax income was $189 million, an increase of $69 million or 58% from 2006. 2007 pretax margins in this segment were 14.0%, an increase of 460 basis points from 9.4% in 2006. The pretax income and margin improvement was principally driven by:
•
organic revenue growth in Consulting Services,

•
the favorable impact of foreign currency translation,

•
lower restructuring costs,

•
benefits related to the 2005 restructuring program,

•
disciplined expense management in the U.S., and

•
the gain on the sale of an investment.
Unallocated Income and Expense
        Unallocated income consists primarily of investment income (including income or loss on investment disposals and other-than-temporary impairment losses), which is not otherwise reflected in the operating segments. We include invested assets and related investment income not directly required to support the risk and insurance brokerage services and consulting businesses.
        Through March 31, 2006, we carried our investment in Endurance warrants at fair value and recorded changes in the fair value through unallocated investment income. On March 31, 2006, we contributed the investment in Endurance warrants to our U.K. pension plans.
        Private equities are principally carried at cost; however, where we have significant influence, they are reported using the equity method of accounting. These investments usually do not pay
53

dividends. LPs are accounted for using the equity method and changes in the value of the underlying LP investments flow through unallocated investment income.
        Unallocated income also includes the operations of our Property and Casualty runoff business. We previously included results related to this business in our former Insurance Underwriting segment.
        This table details our unallocated income and expense.

(millions)            Years ended December 31	2007	 	2006	 	2005	 	
	 	
Unallocated investment income	$	81	 	$	15	 	$	5	 	
Unallocated expense	 	(132	)	 	(106	)	 	(112	)	
Property & Casualty — revenue	 	8	 	 	15	 	 	70	 	
Property & Casualty — expense	 	(21	)	 	(93	)	 	(73	)	
Interest expense	 	(138	)	 	(129	)	 	(125	)	
	 	
 	$	(202	)	$	(298	)	$	(235	)	
	 	
         Unallocated investment income was $81 million in 2007, an increase of $66 million over 2006 and was driven by:
•
an increase in income from our PEPS I investment of $61 million (see "Distributions from PEPS I" within the Key Recent Events section), and

•
a decrease of $14 million in 2006 in the fair value of our investment in Endurance warrants. We contributed these warrants to the U.K. pension plans on March 31, 2006.
         Unallocated expenses include corporate governance costs not attributable to the operating segments. These expenses increased to $132 million in 2007 from $106 million in 2006, driven by:
•
higher Corporate executive staff expenses,

•
resolution of a $15 million reconciliation difference in the U.K., and

•
expenses associated with a review of historical equity compensation practices.
         Property and Casualty revenues declined from $15 million in 2006 to $8 million in 2007, as that business continues to wind down. Associated expenses were $21 million in 2007 versus $93 million in 2006. 2006's results included an increase in our reserves of $81 million, reflecting adverse development, refined assumptions and additional claim information relating to programs placed in runoff.
         Interest expense , which represents the cost of our worldwide debt obligations, increased $9 million in 2007 to $138 million, principally due to higher interest rates and the impact of foreign exchange rates.
FINANCIAL CONDITION AND LIQUIDITY
Liquidity
        Our operating subsidiaries obtain liquidity through selling their products and services and collecting their receivables. These subsidiaries use the funds collected to pay creditors and employees and to fund acquisitions. They segregate funds that Aon is holding on behalf of clients to satisfy policyholder liabilities, so they are not available for other uses. We believe that our operating subsidiaries will have adequate liquidity to meet their needs in the foreseeable future and to provide funds to the parent company. Since government regulations limit payment of dividends from our underwriting subsidiaries, dividends depend on the subsidiaries' surplus and future earnings.
        Our parent company's routine liquidity needs include paying corporate expenses, servicing debt, and paying dividends on Aon's outstanding stock. We meet these requirements primarily through
54

dividends and internal financing from our operating subsidiaries. We may also use available liquidity for capital expenditures and repurchasing common stock.
        Cash in our consolidated statements of financial position includes funds available for operations.
        During 2007, we:
•
redeemed $250 million of debt securities in January 2007,

•
redeemed all of our remaining 3 1 / 2 % Senior Convertible Debentures that were due in 2012. We converted these debentures into approximately 14 million shares of Aon common stock, and

•
spent $751 million to repurchase 19.1 million of our outstanding shares of common stock.
        In 2007, total cash contributions to our major defined benefit pension plans were $211 million, versus cash contributions of $204 million in 2006. Also in 2006, we contributed $166 million of non-cash financial instruments to certain of our U.K. plans. Under current rules and assumptions, we anticipate 2008 contributions to our major defined benefit pension plans of approximately $195 million.
        In 2007, our principal U.K. subsidiary agreed with the trustees of the plan to contribute £9.4 million ($19 million) per year to one of our U.K. pension plans for the next six years, with the amount payable increasing by 5.3% on each April 1. These contributions are in addition to the normal employer contributions to the plan. The trustees of the plan:
•
have certain rights to request that our U.K. subsidiary advance an amount equal to an actuarially determined winding-up deficit. As of December 31, 2006, the estimated winding-up deficit was £300 million ($595 million at December 31, 2007 exchange rates).

•
have accepted in practice the agreed-upon schedule of contributions and have not requested an advance.
Cash Flows & Financial Condition
        Cash flows from operations represent the net income we earned in the reported periods adjusted for non-cash charges and changes in operating assets and liabilities.
        Cash flows provided by operating activities for the twelve months ended December 31, 2007 and 2006 are as follows:

(millions)        Twelve months ended December 31	2007	 	2006	 	
	 	
Insurance Underwriting operating cash flows (including AWG & CPG for 2006)	$	335	 	$	522	 	
All other operating cash flows	 	904	 	 	596	 	
 		 	
 	 	1,239	 	 	1,118	 	
Change in funds held on behalf of brokerage and consulting clients	 	50	 	 	(150	)	
	 	
Cash provided by operating activities	$	1,289	 	$	968	 	
	 	
Insurance Underwriting operating cash flows
        Our 2007 insurance underwriting operations include accident & health and life and certain property & casualty businesses in runoff. These insurance products have distinct differences in the timing of premiums earned and payment of future liabilities. The 2006 cash flows include the operations of AWG and CPG, sold on November 30, 2006.
        The operating cash flow from our insurance subsidiaries was $335 million for 2007, a decrease of $187 million compared to 2006. This decrease was primarily related to the sale of AWG and CPG. For 2007, operating cash flows, analyzed by major income statement component, indicated that premium and other fees collected, net of reinsurance, were $2,339 million compared to $3,546 million in 2006.
55

Investment and other miscellaneous income received was $183 million and $235 million in 2007 and 2006, respectively.
        The insurance underwriting subsidiaries used revenues generated from premiums, investments and other miscellaneous income to pay claims and other cash benefits, commissions, general expenses and taxes. Claims and other cash benefits paid were $1,321 million in 2007 versus $1,632 million in 2006. Commissions and general expenses paid were $793 million for 2007, compared to $1,483 million in 2006. Tax payments for 2007 were $73 million compared to $144 million last year.
        These subsidiaries invest and use operating cash flows to satisfy future benefits to policyholders and when appropriate, make them available to pay dividends to the Aon parent company.
        Generally, the subsidiaries invest in highly liquid and marketable investment grade securities to support policy liabilities. These invested assets are subject to insurance regulations set forth by the various governmental jurisdictions in which they operate, both domestically and internationally. The insurance regulations may restrict both the quantity and quality of various types of assets within the portfolios.
        The insurance subsidiaries' policy liabilities are segmented among multiple accident and health and property casualty portfolios. Those portfolios have widely varying estimated durations and interest rate characteristics. Generally, the policy liabilities are not subject to interest rate volatility risk. Therefore, in many of the portfolios, asset and policy liability duration are not closely matched. Interest rate sensitive policy liabilities are generally supported by floating rate assets.
Funds held on behalf of clients
        In our Risk and Insurance Brokerage Services and Consulting segments, we typically hold funds on behalf of clients as a result of:
•
premiums received from clients that are in transit to insurers. These premiums held on behalf of, or due from, clients are reported as assets with a corresponding liability due to the insurer.

•
claims due to clients that are in transit from insurers. Claims held by, or due to us and which are due to clients, are also shown as both assets and liabilities.
        These funds held on behalf of clients are generally invested in interest bearing trust accounts and can fluctuate significantly depending on when we collect cash from our clients and when premiums are remitted to the insurance carriers.
All other operating cash flows
        The operating cash flow from our Risk and Insurance Brokerage Services and Consulting segments, as well as related corporate items, was $904 million in 2007 compared to $596 million in 2006. These amounts exclude the change in funds held on behalf of clients as described above. The operating cash flows depend on the timing of receipts and payments related to revenues, incentive compensation, other operating expenses and income taxes.
        Aon uses the excess cash generated by our brokerage and consulting businesses as well as dividends received from the insurance subsidiaries to meet its liquidity needs, which consist of servicing its debt, paying dividends to its stockholders and repurchasing outstanding shares.
Investing and Financing Activities
        We used the consolidated cash flow from operations (net of funds held on behalf of clients) for:
•
investing activities of $463 million. The cash flows used by investing activities included purchases, net of sales of investments, of $95 million; capital expenditures, net of disposals, of $170 million; and acquisition of subsidiaries, net of divestitures of $198 million.

•
financing needs of $579 million. Financing uses primarily included cash dividends paid to shareholders of $176 million and net share activity of $495 million. Proceeds from financing activities are $92 million from the issuance of debt, net of repayments.
56

Financial Condition
        Due to the nature of operations, insurance underwriting organizations generally do not classify assets and liabilities on their statements of financial position as current and noncurrent, and we had not previously reported a classified statement of financial position. Due to the pending sales of a majority of our underwriting operations, at December 31, 2007 we have reported our statements of financial position on a classified basis.
        Comparing year-end 2007 with year-end 2006:
•
Working capital increased $133 million to $3.4 billion.

•
Receivables and Insurance premium payables declined $253 million and $206 million, respectively. The decrease in both receivables and payables reflects:

•
The timing of receipts and payments,

•
Client demands for risk programs, and

•
The effect of foreign exchange rates

•
Net assets of our CICA and Sterling subsidiaries increased $223 million.

•
Short-term debt increased by $210 million as a result of considering $250 million of our borrowings under our Euro facility as payable within a year.

•
Goodwill increased $414 million as a result of several acquisitions made during the year in our Risk and Insurance Brokerage segment, which was slightly offset by the sale of two MGUs.

•
Long-term debt decreased by $350 million, reflecting decreases in U.S. borrowings, offset in part by higher Euro facility borrowings.

•
Pensions, post employment and post retirement liabilities declined by $190 million as a result of cash contributions to our various pension plans.

•
Other non-current liabilities decreased by $124 million due primarily to lower restructuring reserves and a decline in our policy and contract claims reserves at our property and casualty runoff business.
Investments
        We invest in broad asset categories related to our diversified operations. In managing our investments, our objective is to maximize earnings while monitoring asset and liability durations, interest and credit risks, and regulatory requirements. We do not allocate to the operating segments invested assets or related investment income not directly required to support the insurance brokerage and consulting businesses.
        See Note 6 to our consolidated financial statements for more information on our investments.
Borrowings
        Total debt at December 31, 2007, was $2.1 billion, a decrease of $140 million from December 31, 2006. Our long-term debt decreased by $350 million compared to year-end 2006. This decrease results from:
•
redeeming $250 million of debt securities in January 2007, and

•
converting $300 million of our outstanding 3 1 / 2 % Senior Convertible Debentures that were due in 2012 to our common stock.
57

        These decreases were partially offset by higher borrowings in Europe.
        Our total debt as a percentage of total capital was 25.6% and 30.5% at December 31, 2007 and 2006, respectively.
        We have disclosed future payments of our long-term debt and operating lease commitments (with initial or remaining non-cancelable lease terms in excess of one year) in Note 7 to the consolidated financial statements.
        At December 31, 2007, we had a $600 million unused U.S. committed bank credit facility, which expires in February 2010, to support commercial paper and other short-term borrowings. This facility allows us to issue up to $150 million in letters of credit.
        We also have several foreign credit facilities available. At December 31, 2007, we had available to us:
•
a five-year €650 million ($942 million) multi-currency facility, of which $795 million was outstanding at December 31, 2007. See Note 7 to the consolidated financial statements for further discussion on both our U.S. and Euro facilities.

•
a £37.5 million ($74 million) facility.

•
a 364-day €25 million (U.S. $36 million) facility.

•
a €20 million (U.S. $29 million) open-ended facility.
        This table shows the major rating agencies' ratings of our debt at February 25, 2008:

 	 	Senior
long-term debt
	 	Commercial paper
	
 	 	Rating
	 	Outlook
	 	Rating
	 	Outlook
	
Standard & Poor's	 	BBB+	 	Stable	 	A-2	 	Stable	
Moody's Investor Services	 	Baa2	 	Positive	 	P-2	 	Positive	
Fitch, Inc.	 	BBB+	 	Stable	 	F-2	 	Stable	
        During 2007, Standard & Poor's changed its outlook on Aon's commercial paper from positive to stable.
        A downgrade in the credit ratings of our senior debt and commercial paper would:
•
increase our borrowing costs and reduce our financial flexibility, and

•
increase our commercial paper interest rates or possibly restrict our access to the commercial paper market altogether. Although we have committed backup lines, we cannot ensure that our financial position will not be hurt if we can no longer access the commercial paper market.
Stockholders' Equity
        Stockholders' equity increased $1.0 billion during 2007 to $6.2 billion, driven primarily by:
•
$864 million of net income, and

•
a $495 million increase in capital stock and additional paid-in-capital, principally due to the redemption of our 3 1 / 2 % senior convertible debentures, as well as stock issued in connection with employee benefit plans.
        Partially offsetting this increase was a $391 million increase in treasury stock, reflecting stock repurchases, net of reissuance of treasury stock in connection with employee benefit plans.
58

        Accumulated other comprehensive loss decreased $284 million since December 31, 2006. Compared to year-end 2006:
•
net foreign exchange translation increased by $166 million because of the weakening of the U.S. dollar against foreign currencies,

•
net derivative gains increased $9 million,

•
net unrealized investment gains rose $3 million, and

•
our net recognized losses and unrecognized prior service credits decreased by $106 million.
Off Balance Sheet Arrangements
        We record various contractual obligations as liabilities in our consolidated financial statements. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities in our consolidated financial statements, but we are required to disclose them.
        Aon and its subsidiaries have issued letters of credit to cover contingent payments of approximately $4 million for taxes and other business obligations to third parties. We accrue amounts in our consolidated financial statements for these letters of credit to the extent they are probable and estimable.
        Following the guidance of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities , and other relevant accounting guidance, we use special purpose entities and qualifying special purpose entities ("QSPE's"), also known as special purpose vehicles, in some of our operations.
Reinsurance Guarantee
        In connection with the AWG transaction, we issued an indemnification which protects the purchaser from credit exposure relating to the property and casualty reserves that have been reinsured. These reinsurance recoverables amount to $846 million at December 31, 2007. We recorded a $13 million liability reflecting the fair value of this indemnification as of November 30, 2006. The value is approximately $12 million as of December 31, 2007. The indemnification represents the present value of the indemnification on the credit risk of the reinsurers.
Premium Financing
        Some of our U.S., U.K., Canadian, and Australian subsidiaries originate short-term loans (generally with terms of 12 months or less) to businesses to finance their insurance premium obligations, and then sell these premium finance agreements in securitization transactions that meet the criteria for sale accounting. These sales involve:
•
special purpose entities ("SPEs"), which are considered QSPEs by Statement No. 140, and following Statement No. 140, should not be consolidated in the financial statements of a transferor or its affiliates (Aon's subsidiaries), and

•
multi-seller, non-qualified bank commercial paper conduit SPEs ("Bank SPEs"), which are variable interest entities according to FIN 46.
        We have analyzed qualitative and quantitative factors related to our subsidiaries' interests in the Bank SPEs and have determined that these subsidiaries are not the sponsors of the Bank SPEs. Additionally, independent third parties:
•
have made substantial equity investments in the Bank SPEs,

•
have voting control of the Bank SPEs, and
59

•
generally bear the risks and rewards of ownership of the assets of the Bank SPEs.

        Thus, we have concluded that non-consolidation of the Bank SPEs is appropriate given that our subsidiaries do not have significant variable interests.
        Through the securitization agreements, we, or one of our QSPEs, sell undivided interests in specified premium finance agreements to the Bank SPEs. The total amount advanced on premium finance agreements sold to the Bank SPEs at any one time is limited by the securitization agreements to $1.8 billion. The Bank SPEs had advanced $1.5 billion and $1.7 billion at December 31, 2007 and 2006, respectively. The:
•
origination and sale of eligible premium finance agreements to the Bank SPEs increase available advances, and

•
collections on previously sold agreements, which we administer, reduce available advances.
        We record gains associated with the sale of receivables. When we calculate the gain, we include all anticipated fees we incurred for this facility. The gains, which are included in commissions, fees and other revenue in the consolidated statements of income, were $64 million, $63 million, and $65 million for the years ended December 31, 2007, 2006, and 2005, respectively.
        We record at fair value our retained interest in the sold premium finance agreements, and report it in insurance brokerage and consulting services receivables in the consolidated statements of financial position. We also retain servicing rights for sold agreements and earn servicing fee income over the servicing period, including these servicing fees in the gain/loss calculation.
        Because the fair value of the servicing rights approximates the estimated costs to service the receivables at December 31, 2007 and 2006, we have not recorded any servicing assets or liabilities.
        We estimate fair value by discounting estimated future cash flows from our retained interest in the sold receivables, using discount rates that approximate current market rates and expected future prepayment rates.
        The Bank SPEs bear the credit risks on the receivables, subject to limited recourse in the form of over-collateralization required on the sales of the receivables.
        All but the Australian facility require Aon to maintain the following covenants:
•
consolidated net worth, as defined, of at least $2.5 billion,

•
consolidated EBITDA (earnings before interest, taxes, depreciation and amortization) to consolidated net interest of at least 4 to 1, and

•
consolidated indebtedness to consolidated EBITDA of no more than 3 to 1.
        We intend to renew these conduit facilities when they expire. If there were adverse bank, regulatory, tax, or accounting rule changes, our access to the conduit facilities and special purpose vehicles would be restricted. Following the appropriate accounting standards, these special purpose vehicles are not included in our consolidated financial statements.
PEPS I
        In 2001, we sold the vast majority of our LP portfolio, valued at $450 million, to PEPS I, a QSPE. The common stock interest in PEPS I is held by a limited liability company owned by us (49%) and by a charitable trust, which we do not control, established for victims of the September 11 th attacks (51%). We have not included the assets and liabilities and operations of PEPS I in our consolidated financial statements.
60

        In 2001, PEPS I sold approximately $171 million of investment grade fixed-maturity securities to unaffiliated third parties. PEPS I then paid our insurance underwriting subsidiaries the $171 million in cash and issued them an additional $279 million in fixed-maturity and preferred stock securities.
        As part of this transaction, Aon is required to purchase additional fixed-maturity securities from PEPS I in an amount equal to the unfunded LP commitments as they are requested. These fixed-maturity securities are rated below investment grade. As of December 31, 2007, the unfunded commitments amounted to $44 million. These commitments have specific expiration dates, and the general partners may decide not to draw on these commitments.
        We received income distributions from our preferred investment in PEPS I of $61 million during 2007, which are included in investment income. Prior to 2007, income distributions received from PEPS I were limited to interest payments on various PEPS I debt instruments. Beginning in 2007, PEPS I had redeemed or collateralized all of its debt, and as a result, began to pay preferred income distributions. Whether we receive additional preferred returns will depend on the performance of the LP interests underlying PEPS I, which we expect to vary from period to period. We do not control the timing of the distributions.
Contractual Obligations
        The following table:
•
summarizes our significant contractual obligations at December 31, 2007, and the future periods during which we expect to settle these obligations in cash, and

•
reflects the timing of principal payments on outstanding borrowings.
        We have provided additional details about some of these obligations in our notes to the financial statements:

 	Payments due in	
 		
(millions)	2008	 	2009-
2010	 	2011-
2012	 	2013 and
beyond	 	Total

Short- and long-term borrowings	$	252	 	$	548	 	$	607	 	$	738	 	$	2,145	
Interest expense on debt	 	126	 	 	224	 	 	158	 	 	834	 	 	1,342	
Operating leases	 	317	 	 	511	 	 	405	 	 	597	 	 	1,830	
Pension and other postretirement benefit plan obligations (3)	 	207	 	 	428	 	 	566	 	 	1,610	 	 	2,811	
Purchase obligations (1) (2)	 	282	 	 	490	 	 	330	 	 	256	 	 	1,358	
Insurance premiums payable	 	9,468	 	 	27	 	 	3	 	 	—	 	 	9,498	
Policy and contract claims	 	35	 	 	41	 	 	17	 	 	21	 	 	114	
Other long-term liabilities reflected on the consolidated balance sheet under GAAP (4)	 	18	 	 	11	 	 	6	 	 	6	 	 	41	
	
Total-Continuing operations	 	10,705	 	 	2,280	 	 	2,092	 	 	4,062	 	 	19,139	
 		
Discontinued operations(5)	 	520	 	 	243	 	 	233	 	 	1,475	 	 	2,471	
	
Total Aon	$	11,225	 	$	2,523	 	$	2,325	 	$	5,537	 	$	21,610	
	
(1)
Included in purchase obligations are contracts for information technology outsourcing. As of December 31, 2007, we can exit these obligations for termination payments of $81 million. However, given the nature of these contracts, we have included them in our contractual obligations table.
61

(2)
Also included in purchase obligations is a $403 million contract for claims outsourcing in the U.K. We can exit this obligation after 2013 for approximately $40 million.

(3)
Pension and other postretirement benefit plan obligations include estimates of our minimum funding requirements, pursuant to ERISA and other regulations and agreements with the Trustees of our U.K. Pension Plans. Nonqualified pension and other postretirement benefit obligations are based on estimated future benefit payments. We may make additional discretionary contributions.

(4)
Excludes $57 million of liabilities for unrecognized tax benefits due to our inability to reasonably estimate the period(s) when cash settlements will be made.

(5)
A significant amount of CICA's total contractual obligations are for future policy benefits and policy and contract claims.

 Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.
        We are exposed to potential fluctuations in earnings, cash flows, and the fair value of certain of our assets and liabilities due to changes in interest rates, foreign exchange rates, and equity prices. To manage the risk from these exposures, we enter into a variety of derivative instruments. We do not enter into derivatives or financial instruments for trading purposes.
        The following discussion describes our specific exposures and the strategies we use to manage these risks. See Notes 1 and 13 to the consolidated financial statements for a discussion of our accounting policies for financial instruments and derivatives.
        We are subject to foreign exchange rate risk from translating the financial statements of our foreign subsidiaries into U.S. dollars. Our primary exposures are to the British pound, the Euro, the Canadian dollar and the Australian dollar. We use over-the-counter (OTC) options and forward contracts to reduce the impact of foreign currency fluctuations on the translation of our foreign operations' financial statements.
        Additionally, some of our foreign brokerage subsidiaries receive revenues in currencies that differ from their functional currencies. Our U.K. subsidiary earns approximately 28% of its revenue in U.S. dollars, but most of its expenses are incurred in pounds sterling. Our policy is to convert into pounds sterling sufficient U.S. dollar revenue to fund the subsidiary's pound sterling expenses using OTC options and forward exchange contracts. At December 31, 2007, we have hedged 60% and 48% of our U.K. subsidiaries' expected U.S. dollar transaction exposure for the years ending December 31, 2008 and 2009, respectively. We do not generally hedge exposures beyond three years.
        The potential loss in future earnings from market risk sensitive instruments resulting from a hypothetical 10% adverse change in year-end exchange rates would not be material in 2008 and 2009.
        Our businesses' income is affected by changes in international and domestic short-term interest rates. We monitor our net exposure to short-term interest rates and as appropriate, hedge our exposure with various derivative financial instruments. A hypothetical, instantaneous parallel decrease in the period end yield curve of 100 basis points would cause a decrease, net of derivative positions, of $31 million to both 2008 and 2009 pretax income.
        The valuation of our fixed-maturity investment portfolio is subject to interest rate risk. A hypothetical 1% (100 basis point) increase in long-term interest rates would decrease the fair value of the portfolio at December 31, 2007, and 2006 by approximately $3 million and $6 million, respectively. We have debt outstanding with a fair market value of $2.2 billion and $2.6 billion at December 31, 2007, and 2006, respectively. This fair value was greater than the carrying value by $27 million and $318 million at December 31, 2007 and 2006, respectively. A hypothetical 1% decrease in interest rates would increase the fair value by approximately 4% and 5% at December 31, 2007 and 2006, respectively.
62

         PEPS I  — At December 31, 2007, a 10% or 20% decrease in the underlying equity of the limited partnerships would have decreased the value of the preferred stock securities by $15 million and $32 million, respectively.
        We have selected hypothetical changes in foreign currency exchange rates, interest rates, and equity market prices to illustrate the possible impact of these changes; we are not predicting market events. We believe these changes in rates and prices are reasonably possible within a one-year period.
63

 Item 8.    Financial Statements and Supplementary Data.
Management's Report on Internal Control over Financial Reporting
        Management of Aon Corporation and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
        Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
        Based on our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2007.
        The effectiveness of our internal control over financial reporting as of December 31, 2007 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report on page 65.

/s/   GREGORY C. CASE       

Gregory C. Case
President & Chief Executive
Officer
February 27, 2008	 	/s/   DAVID P. BOLGER       

David P. Bolger
Executive Vice President, &
Chief Financial Officer
February 27, 2008	
64

Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting
Board of Directors and Stockholders
Aon Corporation
        We have audited Aon Corporation's internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Aon Corporation's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
        In our opinion, Aon Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.
        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of Aon Corporation as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2007 and our report dated February 27, 2008 expressed an unqualified opinion thereon.

Chicago, Illinois
February 27, 2008
65

Report of Independent Registered Public Accounting Firm on Financial Statements
Board of Directors and Stockholders
Aon Corporation
        We have audited the accompanying consolidated statements of financial position of Aon Corporation as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2007. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Aon Corporation at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
        As discussed in Note 1, the Company changed its method of accounting for stock-based compensation and defined benefit pension and postretirement plans in 2006.
        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Aon Corporation's internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2008 expressed an unqualified opinion thereon.

Chicago, Illinois
February 27, 2008
66

Consolidated Statements of Income

(millions, except per share data)	 	Years ended December 31	 	2007	 	2006	 	2005	

Revenue	

 	

 	

 	

 	Commissions and fees and other	 	$	7,170	 	$	6,660	 	$	6,507	
 	Investment income	 	 	301	 	 	221	 	 	144	
 	 	 	 		
 	 	Total revenue	 	 	7,471	 	 	6,881	 	 	6,651	

Expenses	

 	

 	

 	
 	Compensation and benefits	 	 	4,388	 	 	4,225	 	 	4,084	
 	Other general expenses	 	 	1,726	 	 	1,637	 	 	1,616	
 	Depreciation and amortization	 	 	194	 	 	224	 	 	244	
 	Interest expense	 	 	138	 	 	129	 	 	125	
 	Provision for New York and other state settlements	 	 	1	 	 	3	 	 	5	
 	 	 	 		
 	 	Total expenses	 	 	6,447	 	 	6,218	 	 	6,074	

Income from Continuing Operations Before Provision for Income Tax and Accounting Change	

1,024	

663	

577	
 	Provision for income tax	 	 	352	 	 	216	 	 	161	
 	 	 	 		
Income from Continuing Operations	 	 	672	 	 	447	 	 	416	
Income from Discontinued Operations	 	 	316	 	 	419	 	 	615	
 	Provision for income tax	 	 	124	 	 	147	 	 	296	
 	 	 	 		
Income from Discontinued Operations, Net of Tax	 	 	192	 	 	272	 	 	319	
 	 	 	 		
Income Before Accounting Change	 	 	864	 	 	719	 	 	735	
 	Cumulative effect of change in accounting principle, net of tax	 	 	—	 	 	1	 	 	—	
 	 	 	 		
Net Income	 	$	864	 	$	720	 	$	735	

Net Income Available for Common Stockholders	
 	
$	
864	
 	
$	
720	
 	
$	
733	
	
Basic Net Income per Share:	 	 	 	 	 	 	 	 	 	
 	Continuing operations	 	$	2.25	 	$	1.41	 	$	1.28	
 	Discontinued operations	 	 	0.65	 	 	0.86	 	 	0.99	
 	Cumulative effect of change in accounting principle	 	 	—	 	 	—	 	 	—	
 	 	 	 		
 	Net income	 	$	2.90	 	$	2.27	 	$	2.27	
Diluted Net Income per Share:	 	 	 	 	 	 	 	 	 	
 	Continuing operations	 	$	2.10	 	$	1.33	 	$	1.24	
 	Discontinued operations	 	 	0.59	 	 	0.80	 	 	0.93	
 	Cumulative effect of change in accounting principle	 	 	—	 	 	—	 	 	—	
 	 	 	 		
 	Net income	 	$	2.69	 	$	2.13	 	$	2.17	
	
Cash Dividends per Share Paid on Common Stock	 	$	0.60	 	$	0.60	 	$	0.60	
	
Diluted Average Common and Common Equivalent Shares Outstanding Shares Outstanding	 	 	323.0	 	 	342.1	 	 	341.5	
	
See accompanying notes to consolidated financial statements.
67

Consolidated Statements of Financial Position

(millions)	 	As of December 31	 	2007	 	2006	
	
ASSETS	 	 	 	 	 	 	
 	
CURRENT ASSETS	

 	

 	
 	Cash	 	$	584	 	$	281	
 	Short-term investments	 	 	4,331	 	 	4,335	
 	Receivables	 	 	8,378	 	 	8,631	
 	Current income tax receivable	 	 	97	 	 	160	
 	Current deferred tax assets	 	 	46	 	 	30	
 	Other current assets	 	 	149	 	 	156	
 	Assets held for sale	 	 	4,388	 	 	4,050	
 	 	 	 		
 	 	Total Current Assets	 	 	17,973	 	 	17,643	
 	Goodwill	 	 	4,935	 	 	4,521	
 	Other intangible assets	 	 	204	 	 	145	
 	Fixed assets, net	 	 	498	 	 	456	
 	Long-term investments	 	 	417	 	 	529	
 	Deferred tax assets	 	 	530	 	 	710	
 	Other non-current assets	 	 	391	 	 	380	
	
 	TOTAL ASSETS	 	$	24,948	 	$	24,384	
	
See accompanying notes to consolidated financial statements.
68

Consolidated Statements of Financial Position (Continued)

(millions)	 	As of December 31	 	2007	 	2006	 	

LIABILITIES AND STOCKHOLDERS' EQUITY	

 	

 	

CURRENT LIABILITIES	

 	

 	
 	
 	Insurance premiums payable	 	$	9,498	 	$	9,704	 	
 	Short-term debt	 	 	252	 	 	42	 	
 	Accounts payable and accrued liabilities	 	 	1,418	 	 	1,480	 	
 	Accrued income taxes	 	 	71	 	 	—	 	
 	Current deferred tax liabilities	 	 	5	 	 	13	 	
 	Other current liabilities	 	 	284	 	 	207	 	
 	Liabilities held for sale	 	 	3,025	 	 	2,910	 	
 	 	 	 		 	
 	 	 	Total Current Liabiities	 	 	14,553	 	 	14,356	 	
 	Long-term debt	 	 	1,893	 	 	2,243	 	
 	Deferred tax liabilities	 	 	109	 	 	81	 	
 	Pension, post employment and post retirement liabilities	 	 	1,251	 	 	1,441	 	
 	Other non-current liabilities	 	 	921	 	 	1,045	 	
 	 	 	 		 	
 	TOTAL LIABILITIES	 	 	18,727	 	 	19,166	 	
	 	
 	STOCKHOLDERS' EQUITY	 	 	 	 	 	 	 	
 	Common stock-$1 par value	 	 	 	 	 	 	 	
 	 	Authorized: 750 shares (issued: 2007-361; 2006-347)	 	 	361	 	 	347	 	
 	Additional paid-in capital	 	 	3,064	 	 	2,583	 	
 	Retained earnings	 	 	5,607	 	 	4,992	 	
 	Accumulated other comprehensive loss	 	 	(726	)	 	(1,010	)	
 	Treasury stock at cost (shares: 2007 — 56.7; 2006 — 47.3)	 	 	(2,085	)	 	(1,694	)	
 	 	 	 		 	
 	TOTAL STOCKHOLDERS' EQUITY	 	 	6,221	 	 	5,218	 	
	 	
 	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	 	$	24,948	 	$	24,384	 	
	 	
See accompanying notes to consolidated financial statements.
69

Consolidated Statements of Cash Flows

(millions)	 	Years ended December 31	 	2007	 	2006	 	2005	 	
	 	
CASH FLOWS FROM OPERATING ACTIVITIES	 	 	 	 	 	 	 	 	 	 	
 	Net income	 	$	864	 	$	720	 	$	735	 	
 	Adjustments to reconcile net income to cash provided by operating activities	 	 	 	 	 	 	 	 	 	 	
 	 	Gain from disposal of operations	 	 	(36	)	 	(46	)	 	(240	)	
 	 	Depreciation and amortization of property, equipment and software	 	 	163	 	 	201	 	 	227	 	
 	 	Stock compensation expense	 	 	204	 	 	153	 	 	72	 	
 	 	Amortization of intangible assets	 	 	42	 	 	43	 	 	50	 	
 	 	Valuation changes on investments, income or loss on disposals and net bond amortization	 	 	(8	)	 	(21	)	 	5	 	
 	 	Income taxes	 	 	249	 	 	(173	)	 	148	 	
 	 	Contributions to major defined benefit pension plans (in excess of) less than expense	 	 	(107	)	 	55	 	 	(221	)	
 	 	Cash paid (in excess of) less than expense for restructuring plans	 	 	(47	)	 	14	 	 	118	 	
 	 	Provision for New York and other state settlements	 	 	(37	)	 	(72	)	 	(71	)	
 	 	Change in funds held on behalf of brokerage and consulting clients	 	 	50	 	 	(150	)	 	—	 	
 	Change in insurance underwriting assets and liabilities	 	 	 	 	 	 	 	 	 	 	
 	 	Operating receivables	 	 	48	 	 	(266	)	 	27	 	
 	 	Other assets including prepaid premiums	 	 	39	 	 	(134	)	 	(19	)	
 	 	Deferred policy acquisition costs	 	 	(30	)	 	32	 	 	(72	)	
 	 	Policy liabilities	 	 	(7	)	 	587	 	 	192	 	
 	 	Other liabilities	 	 	(6	)	 	181	 	 	32	 	
 	Change in other assets and liabilities	 	 	 	 	 	 	 	 	 	 	
 	 	Net receivables	 	 	56	 	 	(289	)	 	(34	)	
 	 	Other assets	 	 	(16	)	 	76	 	 	(54	)	
 	 	Accounts payable and accrued liabilities	 	 	(90	)	 	169	 	 	107	 	
 	 	Other liabilities	 	 	(42	)	 	(112	)	 	(116	)	
 	 	 	 		 	
 	 	 	CASH PROVIDED BY OPERATING ACTIVITIES	 	 	1,289	 	 	968	 	 	886	 	

CASH FLOWS FROM INVESTING ACTIVITIES	

 	

 	

 	
 	
 	Sale of investments	 	 	 	 	 	 	 	 	 	 	
 	 	Fixed maturities	 	 	 	 	 	 	 	 	 	 	
 	 	 	Maturities	 	 	141	 	 	223	 	 	232	 	
 	 	 	Calls and prepayments	 	 	71	 	 	192	 	 	234	 	
 	 	 	Sales	 	 	740	 	 	1,455	 	 	2,053	 	
 	 	Equity securities	 	 	30	 	 	4	 	 	11	 	
 	 	Other investments	 	 	48	 	 	33	 	 	18	 	
 	Purchase of investments	 	 	 	 	 	 	 	 	 	 	
 	 	Fixed maturities	 	 	(991	)	 	(1,970	)	 	(3,408	)	
 	 	Equity securities	 	 	—	 	 	(30	)	 	(14	)	
 	 	Other investments	 	 	(20	)	 	(19	)	 	(10	)	
 	Short-term investments — net	 	 	(114	)	 	(470	)	 	(42	)	
 	Acquisition of subsidiaries	 	 	(251	)	 	(138	)	 	(81	)	
 	Proceeds from sale of operations	 	 	53	 	 	682	 	 	364	 	
 	Property and equipment and other — net	 	 	(170	)	 	(152	)	 	(126	)	
 	 	 	 		 	
 	 	 	CASH USED BY INVESTING ACTIVITIES	 	 	(463	)	 	(190	)	 	(769	)	

CASH FLOWS FROM FINANCING ACTIVITIES	

 	

 	

 	
 	
 	Issuance of common stock	 	 	28	 	 	50	 	 	76	 	
 	Preferred stock redemption	 	 	—	 	 	—	 	 	(50	)	
 	Treasury stock transactions — net	 	 	(523	)	 	(966	)	 	(25	)	
 	Issuances (repayments) of short-term borrowings — net	 	 	210	 	 	34	 	 	5	 	
 	Issuance of long-term debt	 	 	806	 	 	567	 	 	569	 	
 	Repayment of long-term debt	 	 	(924	)	 	(460	)	 	(586	)	
 	Cash dividends to stockholders	 	 	(176	)	 	(189	)	 	(193	)	
 	 	 	 		 	
 	 	 	CASH USED BY FINANCING ACTIVITIES	 	 	(579	)	 	(964	)	 	(204	)	

EFFECT OF EXCHANGE RATE CHANGES ON CASH	

56	

(9	
)	
 	
(7	
)	
 	 	 	 		 	
INCREASE (DECREASE) IN CASH	 	 	303	 	 	(195	)	 	(94	)	
CASH AT BEGINNING OF YEAR	 	 	281	 	 	476	 	 	570	 	
 	 	 	 		 	
CASH AT END OF YEAR	 	$	584	 	$	281	 	$	476	 	
	 	
See accompanying notes to consolidated financial statements.
70

Consolidated Statements of Stockholders' Equity

(millions)	 	Years Ended December 31	 	2007	 	2006	 	2005	 	
	 	
Common Stock             Balance at January 1	 	$	347	 	$	344	 	$	339	 	
 	Redemption of convertible debentures	 	 	14	 	 	—	 	 	—	 	
 	Issued for employee benefit plans	 	 	—	 	 	3	 	 	5	 	
 	 	 	 		 	
 	 	                                        B alance at December 31	 	 	361	 	 	347	 	 	344	 	
	 	
Additional Paid-in Capital             Balance at January 1	 	 	2,583	 	 	2,405	 	 	2,254	 	
 	Redemption of convertible debentures	 	 	286	 	 	—	 	 	—	 	
 	Employee benefit plans	 	 	195	 	 	178	 	 	146	 	
 	Business combinations	 	 	—	 	 	—	 	 	5	 	
 	 	 	 		 	
 	 	                                        B alance at December 31	 	 	3,064	 	 	2,583	 	 	2,405	 	

Retained Earnings             Balance at January 1	

4,992	

4,531	

3,991	
 	
 	Net income	 	 	864	 	 	720	 	 	735	 	
 	Dividends to stockholders	 	 	(176	)	 	(189	)	 	(194	)	
 	Loss on treasury stock reissued	 	 	(66	)	 	(36	)	 	—	 	
 	Adjustment to initially apply FASB Statement No. 158, net of tax	 	 	—	 	 	(33	)	 	—	 	
 	Dividend equivalents	 	 	(7	)	 	(1	)	 	(1	)	
 	 	 	 		 	
 	 	                                        B alance at December 31	 	 	5,607	 	 	4,992	 	 	4,531	 	

Accumulated Other Comprehensive Income (Loss)             Balance at January 1	

(1,010	
)	
 	
(1,155	
)	
 	
(681	
)	
 	Net derivative gains (losses)	 	 	9	 	 	26	 	 	(51	)	
 	Net unrealized investment gains (losses)	 	 	3	 	 	21	 	 	(10	)	
 	Net foreign exchange translation	 	 	166	 	 	237	 	 	(240	)	
 	Net post-retirement benefit obligation	 	 	106	 	 	210	 	 	(173	)	
 	 	 	 		 	
 	Other comprehensive income (loss)	 	 	284	 	 	494	 	 	(474	)	
 	Adjustment to initially apply FASB Statement No. 158, net of tax	 	 	—	 	 	(349	)	 	—	 	
 	 	 	 		 	
 	 	                                        B alance at December 31	 	 	(726	)	 	(1,010	)	 	(1,155	)	

Treasury Stock             Balance at January 1	

(1,694	
)	
 	
(808	
)	
 	
(783	
)	
 	Cost of shares acquired	 	 	(751	)	 	(1,048	)	 	(25	)	
 	Shares reissued at average cost	 	 	360	 	 	162	 	 	—	 	
 	 	 	 		 	
 	 	                                        B alance at December 31	 	 	(2,085	)	 	(1,694	)	 	(808	)	
	 	
Stockholders' Equity at December 31	 	$	6,221	 	$	5,218	 	$	5,312	 	

Comprehensive Income	

 	

 	

 	
 	
 	Net income	 	$	864	 	$	720	 	$	735	 	
 	Other comprehensive income (loss)	 	 	284	 	 	494	 	 	(474	)	
 	 	 	 		 	
 	Comprehensive income	 	$	1,148	 	$	1,214	 	$	261	 	
	 	
See accompanying notes to consolidated financial statements.
71

Notes to Consolidated Financial Statements
1.    Summary of Significant Accounting Principles and Practices
Principles of Consolidation
        The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The consolidated financial statements include the accounts of Aon Corporation and its majority-owned subsidiaries ("Aon" or the "Company"), excluding special-purpose entities ("SPEs") considered variable interest entities ("VIEs") for which Aon is not the primary beneficiary. All material intercompany accounts and transactions have been eliminated.
        The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from the amounts reported.
        Certain amounts in prior years' consolidated financial statements and footnotes related to discontinued operations have been reclassified to conform to the 2007 presentation. As a result of the pending sale of the Company's CICA and Sterling subsidiaries, the assets and liabilities of these subsidiaries have been reclassified to assets held for sale and liabilities held for sale, respectively. Due to the nature of operations, insurance underwriting organizations generally do not classify assets and liabilities on their statements of financial position as current and noncurrent, and Aon had previously not reported a classified statement of financial position. Due to the pending sales of a majority of the underwriting operations (see Note 5), at December 31, 2007 Aon has reported its statements of financial position on a classified basis.
Segment Reporting
        Aon classifies its businesses into two operating segments: Risk and Insurance Brokerage Services and Consulting. Unallocated income and expense, when combined with the operating segments and after the elimination of intersegment revenues, totals to the amounts included in the consolidated financial statements. Results relating to Aon's accident, health and life operations, which were previously reported in a separate Insurance Underwriting segment, have been reclassified to discontinued operations for all periods presented. The remaining operations that were previously reported in the Insurance Underwriting segment, which relate to property and casualty insurance that is in runoff, are now included in unallocated income and expense for all periods presented.
Revenue Recognition
        Revenue is recognized when all elements of revenue recognition exist. Those elements are (1) persuasive evidence of an agreement with the client, (2) a fixed and determinable price for services, (3) those services have been rendered, and (4) collectibility is reasonably assured.
Commissions and Fees
        Commission revenue is primarily recognized at the later of the billing or the effective date of the related insurance policy, net of an allowance for estimated policy cancellations. The allowance is based on an evaluation of relevant historical data. Where all of the elements of revenue recognition have been met, but processing has not yet occurred in the billing system due to timing, an accrual is recorded based on an analysis of the specific transactions. For policies that are billed in installments, revenue is recognized when Aon has sufficient information to estimate the amounts. When insurance underwriters directly bill clients, Aon's revenue is recognized when the cash is received or amounts due to Aon become determinable. Commissions on premium adjustments are recognized as they occur.
72

        Fees for claims and consulting services are recognized when the services are rendered. For some clients, Aon has outsourcing arrangements that are spread over multiple years. Revenues received from these arrangements are recorded on a gross basis, inclusive of amounts ultimately passed through to subcontractors, as long as Aon maintains the performance obligation, and are recorded ratably over the life of the contract.
Reinsurance
        Reinsurance premiums, commissions and expense reimbursements on reinsured business are accounted for consistently with the accounting for the original policies issued and the terms of the reinsurance contracts. Reinsurance receivables and prepaid reinsurance premium amounts are reported as assets.
Income Taxes
        Deferred income taxes are provided for the effect of temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted marginal tax rates and laws that are currently in effect. Valuation allowances are recognized when, based on available evidence, it is more likely than not that a net deferred tax asset may not be realized.
Income Per Share
        Basic net income per share is computed by dividing net income available for common stockholders by the weighted-average number of common shares outstanding. Net income available for common stockholders is net of all preferred stock dividends. Diluted net income per share is computed by dividing net income available for common stockholders by the weighted-average number of common shares outstanding, plus the dilutive effect of stock options and awards. The dilutive effect of stock options and awards is calculated under the treasury stock method using the average market price for the period. Certain common stock equivalents related to options were not included in the computation of diluted income per share because those options' exercise price was greater than the average market price of the common shares. The number of options excluded from the calculation was 5 million in 2007, 8 million in 2006 and 18 million in 2005. Aon includes in its diluted net income per share computation the impact of any contingently convertible instruments regardless of whether the market price trigger has been met. Prior to their redemption in November 2007, Aon's 3.5% convertible debt securities, which were issued in November 2002, were able to be converted into a maximum of 14 million shares of Aon common stock, and these shares were included in the computation of diluted net income per share (see Note 7 for further information).
73

        Income per share is calculated as follows:

(millions, except per share data)	 	2007	 	2006	 	2005	 	
	 	
Income from continuing operations	 	$	672	 	$	447	 	$	416	 	
Income from discontinued operations, net of tax	 	 	192	 	 	272	 	 	319	 	
Cumulative effect of a change in accounting	 	 	 	 	 	 	 	 	 	 	
 	Principle, net of tax	 	 	—	 	 	1	 	 	—	 	
 	 		 	
Net income	 	 	864	 	 	720	 	 	735	 	
Preferred stock dividends	 	 	—	 	 	—	 	 	(2	)	
 	 		 	
Net income for basic per share calculation	 	 	864	 	 	720	 	 	733	 	
Interest expense on convertible debt securities,	 	 	 	 	 	 	 	 	 	 	
 	net of tax	 	 	5	 	 	7	 	 	7	 	
	 	
Net income for diluted per share calculation	 	$	869	 	$	727	 	$	740	 	
	 	
Basic shares outstanding	 	 	298	 	 	317	 	 	322	 	
Effect of convertible debt securities	 	 	11	 	 	14	 	 	14	 	
Common stock equivalents	 	 	14	 	 	11	 	 	5	 	
	 	
Diluted potential common shares	 	 	323	 	 	342	 	 	341	 	
	 	
Basic net income per share:	 	 	 	 	 	 	 	 	 	 	
 	Income from continuing operations	 	$	2.25	 	$	1.41	 	$	1.28	 	
 	Discontinued operations	 	 	0.65	 	 	0.86	 	 	0.99	 	
 	Cumulative effect of a change in accounting	 	 	 	 	 	 	 	 	 	 	
 	 	principle, net of tax	 	 	—	 	 	—	 	 	—	 	
 	 		 	
 	Net income	 	$	2.90	 	$	2.27	 	$	2.27	 	
	 	
Diluted net income per share:	 	 	 	 	 	 	 	 	 	 	
 	Income from continuing operations	 	$	2.10	 	$	1.33	 	$	1.24	 	
 	Discontinued operations	 	 	0.59	 	 	0.80	 	 	0.93	 	
 	Cumulative effect of a change in accounting	 	 	 	 	 	 	 	 	 	 	
 	 	principle, net of tax	 	 	—	 	 	—	 	 	—	 	
 	 		 	
 	Net income	 	$	2.69	 	$	2.13	 	$	2.17	 	
	 	
Changes in Accounting Principles
Stock Compensation Plans
        Prior to 2006, Aon was subject to Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for its stock-based compensation plans. Under APB No. 25, no compensation expense was recognized for stock options when the exercise price of the options equaled the market price of the stock at the date of grant. Compensation expense for stock awards was based on the market price at the date of the award and was recognized on a straight-line basis over the vesting period. Compensation expense for options with an exercise price less than the market price at the date of grant was based on the intrinsic value at the date of grant.
        On January 1, 2006, Aon adopted Financial Accounting Standards Board ("FASB") Statement No. 123 (revised 2004), Share-Based Payment ("Statement No. 123(R)"), which requires the measurement and recognition of compensation expense for all share-based payments to employees including grants of employee stock options and awards as well as employee stock purchases related to the Employee Stock Purchase Plan, based on estimated fair value. Aon adopted Statement No. 123 (R) using the modified prospective transition method. In accordance with the modified prospective
74

transition method, the Company's consolidated financial statements for prior periods have not been restated for the adoption of Statement No. 123(R).
        Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest during the period. Stock-based compensation expense recognized in Aon's consolidated statements of income for the years ended December 31, 2007 and 2006 includes compensation expense for stock-based payment awards granted prior to, but not yet vested as of December 31, 2005 based on the grant date fair value estimated in accordance with the pro forma provisions of Statement No. 123, and compensation expense for stock-based payment awards granted subsequent to December 31, 2005 based on the grant date fair value estimated in accordance with the provisions of Statement No. 123(R). Because stock-based compensation expense recognized is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Statement No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The adoption of Statement No. 123(R) resulted in recording a cumulative effect of an accounting change as of January 1, 2006 of $1 million, net of tax, due to the requirement to adjust compensation recognized through that date on restricted stock units (RSUs) to reflect forfeitures on an estimated method rather than the previous method, as they occurred. Upon adoption of Statement No. 123(R), Aon also changed its method of valuation for stock options granted beginning in 2006 to a lattice-binomial option-pricing model from the Black-Scholes option-pricing model, which was previously used for Aon's pro forma information required under Statement No. 123. See Note 12 for further discussion of the effect of adopting Statement No. 123(R) on the Company's consolidated financial statements.
Pensions and Other Postretirement Plans
        On December 31, 2006, the Company adopted FASB Statement No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans , an amendment of FASB Statements No 87, 88, 106, and 132(R) . Statement No. 158 requires plan sponsors of defined benefit pension and other postretirement benefit plans (collectively, "postretirement benefit plans") to recognize the funded status of their postretirement benefit plans in the statement of financial position, measure the fair value of plan assets and benefit obligations as of the date of the fiscal year-end statement of financial position, and provide additional disclosures. Adoption of the measurement date provisions of Statement No. 158 resulted in the Company changing the measurement date of its U.S. plans (previously November 30) and U.K. plans (previously September 30) to December 31. The impact of adopting Statement No. 158 was a decrease to stockholders' equity of $349 million and $33 million for the funded status and measurement date provisions, respectively. See Note 11 for further discussion of the effect of adopting Statement No. 158 on the Company's consolidated financial statements.
Uncertain Tax Positions
        Aon adopted the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 , on January 1, 2007. FIN 48 clarified the accounting for uncertainty in income taxes which are recognized in a company's financial statements in accordance with Statement No. 109. FIN 48 prescribes recognition and measurement provisions for a tax position taken, or expected to be taken, in a company's tax return. As a result of the implementation of FIN 48, Aon did not recognize any material adjustments in the liability for unrecognized tax benefits. See Note 8 for further discussion of the effect of adopting FIN 48 on the Company's consolidated financial statements.
Cash
        Cash includes cash balances and investments with initial maturities of three months or less.
75

Short-term investments
        Short-term investments include certificates of deposit, money market funds and highly liquid debt instruments purchased with maturities in excess of three months and up to one year and are carried at amortized cost, which approximates fair value. Short-term investments also include fixed maturity securities that mature within a year, and are reported at fair value based on quoted market prices.
        Aon maintained premium trust bank accounts for premiums collected from insureds but not yet remitted to insurance companies of $3.1 billion and $2.9 billion at December 31, 2007 and 2006, respectively. These funds and a corresponding liability are included in short-term investments and insurance premiums payable, respectively, in the accompanying consolidated statements of financial position.
Receivables and Insurance Premiums Payable
        In its capacity as an insurance agent and broker, Aon collects premiums from insureds and, after deducting its commission, remits the premiums to the respective insurers. Aon also collects claims or refunds from insurers on behalf of insureds. Uncollected premiums from insureds and uncollected claims or refunds from insurers are recorded as receivables on the Company's consolidated statements of financial position. Unremitted insurance premiums and claims are held in a fiduciary capacity. The obligation to remit these funds is recorded as insurance premiums payable on the Company's consolidated statement of financial position. The time frame that the Company holds such funds is dependent upon the date the insured remits the payment of the premium to Aon and the date Aon is required to forward those payments to the insurer.
Allowance for Doubtful Accounts
        Aon's policy for estimating allowances for doubtful accounts with respect to receivables is to record an allowance based on a historical evaluation of write-offs, aging of balances and other qualitative and quantitative analyses. Total receivables included an allowance for doubtful accounts of $95 million and $89 million at December 31, 2007 and 2006, respectively.
Property and Equipment
        Property and equipment is stated at cost, less accumulated depreciation. Depreciation is generally calculated using the straight-line method over estimated useful lives. Included in this category is internal use software, which is software that is acquired, internally developed or modified solely to meet internal needs, with no plan to market externally. Costs related to directly obtaining, developing or upgrading internal use software are capitalized and amortized using the straight-line method over a range principally between 3 to 7 years. The weighted-average original life of Aon's software at December 31, 2007 is 4.7 years.
76

        The components of net property and equipment are as follows:

(millions)    As of December 31	 	2007	 	2006	
	
Software	 	$	607	 	$	583	
Leasehold improvements	 	 	412	 	 	374	
Furniture, fixtures and equipment	 	 	263	 	 	267	
Computer equipment	 	 	227	 	 	298	
Land and buildings	 	 	88	 	 	80	
Automobiles and aircraft	 	 	41	 	 	25	
Capital in progress	 	 	15	 	 	20	
 	 		
 	 	 	1,653	 	 	1,647	
Less: Accumulated depreciation	 	 	1,155	 	 	1,191	
	
Property and equipment, net	 	$	498	 	$	456	
	
        Depreciation expense for the years ended December 31, 2007, 2006 and 2005 was $154 million, $185 million and $205 million, respectively.
Long-term Investments
         Fixed-maturity securities are classified as available for sale and are reported at fair value based on quoted market prices. The amortized cost of fixed maturity securities is adjusted for amortization of premiums and the accretion of discounts to maturity, which are included in investment income.
         Private equity investments are generally carried at cost, which the Company believes approximates fair value, except where Aon has significant influence, in which case they are carried using the equity method of accounting.
        Unrealized gains and losses on fixed maturity securities and marketable equity securities are excluded from income and are recorded directly in stockholders' equity as accumulated other comprehensive income or loss, net of deferred income taxes.
         Endurance common stock and warrants — Aon previously held investments in common stock and stock purchase warrants in Endurance Specialty Holdings, Ltd. ("Endurance"), a Bermuda-based insurance and reinsurance company. In 2004, Aon sold virtually all of its common stock investment in Endurance. In conjunction with the initial common stock investment, Aon also received 4.1 million stock purchase warrants, which allowed Aon to purchase additional Endurance common stock through December 2011. The warrants were recorded in the financial statements at fair value, with changes in fair value included in investment income. On March 31, 2006, Aon contributed all of the Endurance warrants to its U.K. pension plans. The change in the fair value was included in income and was a decrease of $14 million in 2006 and an increase of $8 million in 2005.
         Limited partnership investments are carried using the equity method of accounting. Certain of the limited partnerships in which Aon invests have holdings in publicly-traded equity securities. Changes in market value of these indirectly-held equity securities flow through the limited partnerships' financial statements. Aon's proportionate share of these valuation changes is included in unallocated income.
         General  — Income or loss on the disposal of investments is calculated using the amortized cost of the security sold and is reported in investment income in the consolidated statements of income.
        Declines in the fair value of investments are evaluated for other-than-temporary impairment on a quarterly basis. The assessment of whether impairments have occurred is based on management's evaluation of the underlying reasons for the decline in fair value. Management considers a wide range of factors and all relevant information about the security issuer and uses its best judgment in evaluating the cause of the decline and the prospects for recovery in the near-term. Impairment losses for declines
77

in the value of investments which are attributable to issuer-specific events are evaluated on a case-by-case basis and recognized when the decline in fair value is judged to be other-than-temporary. For fixed-maturity investments with unrealized losses due to market conditions or industry-related events where Aon has the positive intent and ability to hold the investment for a period of time sufficient to allow a market recovery or to maturity, declines in value below cost are considered to be temporary.
        Reserves for certain other investments are established based on an evaluation of the respective investment portfolio and current economic conditions. Write-downs and changes in reserves are included in investment income in the consolidated statements of income. In general, Aon ceases to accrue investment income when interest or dividend payments are in arrears.
        Accounting policies relating to derivative financial instruments are discussed in Note 13.
Fair Value of Financial Instruments
        The following methods and assumptions were used to estimate fair values of financial instruments:
        Cash and cash equivalents, including short-term investments:     Carrying amounts approximate fair value.
        Fixed-maturity and equity securities:     Fair value is based on quoted market prices or on estimated values obtained from independent pricing services, if they are not actively traded.
        Derivative financial instruments:     Fair value is based on quoted prices for exchange-traded instruments or the cost to terminate or offset with other contracts.
         Other investments are comprised of Aon's investment in private equity investments and limited partnerships. Carrying amounts approximate fair value.
        Debt:     Fair value is based on quoted market prices or estimates using discounted cash flow analyses based on current borrowing rates for similar types of borrowing arrangements.
Policy and Contract Claims
        Policy and contract claim liabilities represent estimates for reported claims, as well as provisions for losses incurred but not reported. Claim liabilities are based on historical experience and are estimates of the ultimate amount to be paid when the claims are settled. The estimates are subject to the effects of trends in claim severity and frequency. The process of estimating and establishing policy and contract liabilities is inherently uncertain and the actual ultimate cost of a claim may vary materially from the estimated amount reserved. The estimates are continually reviewed and adjusted as necessary as experience develops or new information becomes known; such adjustments are included in current operations.
Foreign Currency Translation
        Foreign revenues and expenses are translated at average exchange rates. Foreign assets and liabilities are translated at year-end exchange rates. Net foreign exchange gains and losses on translation are reported in stockholders' equity, in accumulated other comprehensive income or loss ("OCI"), net of applicable deferred income taxes.
New Accounting Pronouncements
        In September 2006, the FASB issued Statement 157, Fair Value Measurements , which provides enhanced guidance for using fair value to measure assets and liabilities. Statement No. 157 also requires expanded disclosure of the methods employed when assets and liabilities are measured and the
78

effect of fair value measurements on earnings. Statement No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. Statement No. 157 does not expand the use of fair value in any new circumstances. Statement No. 157 is effective for Aon in 2008. In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities , which permits entities to choose to measure many financial instruments and certain other items at fair value. Statement No. 159 is effective for Aon in 2008. The Company does not expect a material impact upon adoption of these Statements.
        In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations ("Statement No. 141(R)") and Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. Statement No. 141(R) replaces Statement No. 141 and applies to all transactions or other events in which an entity obtains control over one or more businesses. This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Business combinations achieved in stages require recognition of the identifiable assets and liabilities, as well as the noncontroling interest in the acquiree, at the full amounts of their fair values. Statement No. 141(R) also changes the requirements for recognizing assets acquired and liabilities assumed arising from contingencies, and requires direct acquisition costs to be expensed.
        Statement No. 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interests in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. Statement No. 160 requires retrospective adjustments, for all periods presented, of stockholders' equity and net income for noncontrolling interests.
        Both Statements are effective for Aon as of January 1, 2009. Early adoption is prohibited. Aon is currently evaluating these Statements to determine what impact, if any, they will have on its consolidated financial statements.
79

2.    Other Comprehensive Income (Loss)
        The components of other comprehensive income (loss) and the related tax effects are as follows:

(millions)    Year ended December 31, 2007	Pretax	 	Income Tax
(Expense)
Benefit	 	Net
of Tax	 	
	 	
Net derivative gains arising during the year	$	29	 	$	(9	)	$	20	 	
Reclassification adjustment	 	(16	)	 	5	 	 	(11	)	
	 	
Net change in derivative gains	 	13	 	 	(4	)	 	9	 	

Unrealized losses arising during the year	
 	
(19	
)	
 	
9	

(10	
)	
Reclassification adjustment	 	20	 	 	(7	)	 	13	 	
	 	
Net change in unrealized investment gains	 	1	 	 	2	 	 	3	 	

Net foreign exchange translation	
 	
300	

(134	
)	
 	
166	
 	
Net post-retirement benefit obligation	 	173	 	 	(67	)	 	106	 	
	 	
Total other comprehensive income	$	486	 	$	(202	)	$	284	 	

(millions)    Year ended December 31, 2006	
Pretax	
 	
Income Tax
(Expense)
Benefit	
 	
Net
of Tax	

Net derivative gains arising during the year	$	31	 	$	(12	)	$	19	 	
Reclassification adjustment	 	11	 	 	(4	)	 	7	 	
	 	
Net change in derivative gains	 	42	 	 	(16	)	 	26	 	

Unrealized gains arising during the year	
 	
10	

(3	
)	
 	
7	
 	
Reclassification adjustment	 	19	 	 	(5	)	 	14	 	
	 	
Net change in unrealized investment gains	 	29	 	 	(8	)	 	21	 	

Net foreign exchange translation	
 	
238	

(1	
)	
 	
237	
 	
Net additional minimum pension liability	 	321	 	 	(111	)	 	210	 	
	 	
Total other comprehensive income	$	630	 	$	(136	)	$	494	 	

(millions)    Year ended December 31, 2005	
Pretax	
 	
Income Tax
(Expense)
Benefit	
 	
Net
of Tax	

Net derivative losses arising during the year	$	(20	)	$	8	 	$	(12	)	
Reclassification adjustment	 	(64	)	 	25	 	 	(39	)	
	 	
Net change in derivative losses	 	(84	)	 	33	 	 	(51	)	

Unrealized losses arising during the year	
 	
(8	
)	
 	
3	

(5	
)	
Reclassification adjustment	 	(8	)	 	3	 	 	(5	)	
	 	
Net change in unrealized investment losses	 	(16	)	 	6	 	 	(10	)	

Net foreign exchange translation	
 	
(248	
)	
 	
8	

(240	
)	
Net additional minimum pension liability	 	(253	)	 	80	 	 	(173	)	
	 	
Total other comprehensive loss	$	(601	)	$	127	 	$	(474	)	
	 	
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        The components of accumulated other comprehensive loss, net of related tax, are as follows:

(millions)    As of December 31	2007	 	2006	 	2005	 	
	 	
Net derivative gains (losses)	$	24	 	$	15	 	$	(11	)	
Net unrealized investment gains	 	76	 	 	73	 	 	52	 	
Net foreign exchange translation	 	284	 	 	118	 	 	(119	)	
Postretirement plans	 	(1,110	)	 	(1,216	)	 	(1,077	)	
	 	
 	Accumulated other comprehensive loss	$	(726	)	$	(1,010	)	$	(1,155	)	
	 	
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3.    Business Combinations
        In 2007, 2006 and 2005, Aon completed a number of acquisitions, primarily related to its insurance brokerage operations. The following table includes the aggregate amounts paid and intangible assets recorded as a result of the acquisitions. Amounts paid include cash paid for current year's acquisitions as well as installment payments made during the year for previous years' acquisitions. Estimated fair values of assets acquired and liabilities assumed are subject to adjustment when purchase accounting is finalized.

(millions)    Years ended December 31	2007	 	2006	 	2005	
	
Amounts paid:	 	 	 	 	 	 	 	 	
 	Cash	$	251	 	$	138	 	$	81	
 	Common stock	 	—	 	 	—	 	 	5	
	
 	 	Total	$	251	 	$	138	 	$	86	

Intangible assets:	

 	

 	

 	Goodwill	$	149	 	$	122	 	$	67	
 	Other intangible assets	 	92	 	 	66	 	 	39	
	
 	 	Total	$	241	 	$	188	 	$	106	
	
        Internal funds, short-term borrowings and common stock financed the acquisitions.
        The results of operations of these acquisitions are included in the consolidated financial statements from the dates they were acquired. These acquisitions would not produce a materially different result if they had been reported from the beginning of the period.
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4.    Restructuring Charges
2007 Restructuring Plan
        In 2007, the Company announced a global restructuring plan intended to create a more streamlined organization and reduce future expense growth to better serve clients ("2007 Plan"). The 2007 Plan includes an estimated 2,700 job eliminations beginning in the third quarter of 2007 and continuing into 2009. The Company also expects to close or consolidate several offices resulting in sublease losses or lease buy-outs. The Company estimates that the 2007 Plan will result in cumulative pretax charges totaling approximately $360 million. Expenses will include workforce reduction and lease consolidation costs, asset impairments, as well as other expenses necessary to implement the restructuring initiative. Costs related to the restructuring are included in compensation and benefits, other general expenses and depreciation and amortization in the accompanying consolidated statements of income. The Company expects the restructuring and related expenses to affect continuing operations through the end of 2009.
        Below is a summary of 2007 restructuring and related expenses by type incurred and estimated to be incurred through the end of the restructuring initiative.

(millions)	 	Actual
2007	 	Estimated
Total (1)	
	
Workforce reduction	 	$	17	 	$	220	
Lease consolidation	 	 	22	 	 	79	
Asset impairments	 	 	4	 	 	41	
Other costs associated with restructuring	 	 	3	 	 	20	
	
Total restructuring and related expenses	 	$	46	 	$	360	
	
(1)
Actual costs, when incurred, will vary due to changes in the assumptions built into this plan. Significant assumptions likely to change when plans are finalized and approved include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.
        The following is a summary of actual restructuring and related expenses incurred and estimated to be incurred through the end of the restructuring initiative, by segment.

(millions)	 	Actual
2007	 	Estimated
Total	
	
Risk and Insurance Brokerage Services	 	$	41	 	$	320	
Consulting	 	 	5	 	 	40	
	
Total restructuring and related expenses	 	$	46	 	$	360	
	
        As of December 31, 2007, the Company's liabilities for the 2007 Plan are as follows:

(millions)	 	 	 	
	 	
Balance at January 1, 2007	 	$	—	 	
Expensed in 2007	 	 	42	 	
Cash payments in 2007	 	 	(17	)	
	 	
Balance at December 31, 2007	 	$	25	 	
	 	
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2005 Restructuring Plan
        In 2005, the Company commenced a restructuring that resulted in cumulative pretax charges totaling $366 million, including workforce reductions, lease consolidation costs, asset impairments and other expenses necessary to implement the restructuring initiative. Costs related to the restructuring are included in compensation and benefits, other general expenses and depreciation and amortization in the accompanying consolidated statements of income.
        The following is a summary of the restructuring and related expenses incurred by type.

(millions)	 	2005	 	2006	 	2007	 	Total	
	
Workforce reduction	 	$	116	 	$	116	 	$	21	 	$	253	
Lease consolidation	 	 	20	 	 	27	 	 	13	 	 	60	
Asset impairments	 	 	17	 	 	12	 	 	3	 	 	32	
Other related expenses	 	 	5	 	 	12	 	 	4	 	 	21	
	
Total restructuring and related expenses	 	$	158	 	$	167	 	$	41	 	$	366	
	
        The following is a summary of the restructuring and related expenses incurred by segment.

(millions)	 	2005	 	2006	 	2007	 	Total	
	
Risk and Insurance Brokerage Services	 	$	143	 	$	136	 	$	33	 	$	312	
Consulting	 	 	8	 	 	20	 	 	6	 	 	34	
Unallocated	 	 	4	 	 	3	 	 	—	 	 	7	
 	 		
Total restructuring and related expenses — continuing operations	 	 	155	 	 	159	 	 	39	 	 	353	
Discontinued operations	 	 	3	 	 	8	 	 	2	 	 	13	
	
Total restructuring and related expenses	 	$	158	 	$	167	 	$	41	 	$	366	
	
        The following table sets forth the activity related to the 2005 restructuring plan liabilities.

(millions)	 	 	 	
	 	
Balance at January 1, 2005	 	$	—	 	
Expensed in 2005	 	 	141	 	
Cash payments in 2005	 	 	(23	)	
Foreign currency revaluation	 	 	(2	)	
 	 		 	
Balance at December 31, 2005	 	 	116	 	
Expensed in 2006	 	 	155	 	
Cash payments in 2006	 	 	(141	)	
Foreign currency revaluation	 	 	4	 	
 	 		 	
Balance at December 31, 2006	 	 	134	 	
Expensed in 2007	 	 	38	 	
Cash payments in 2007	 	 	(110	)	
Foreign currency revaluation	 	 	1	 	
	 	
Balance at December 31, 2007	 	$	63	 	
	 	
        Aon's unpaid restructuring liabilities are included in both accounts payable and accrued liabilities and other non-current liabilities in the consolidated statements of financial position.
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5.    Disposal of Operations
Continuing Operations
        In 2007, Aon sold Media Professionals, Inc. and two other, smaller operations, which were included in the Risk and Insurance Brokerage Services segment. Total pretax gains of $32 million were recognized on these sales, which are included in other general expenses in the consolidated statement of income. Also in 2007, Aon sold 25% of its Botswana subsidiary, which is included in the Risk and Insurance Brokerage Services segment. A pretax gain of $4 million was recognized on the sale, which is included in other general expenses in the consolidated statements of income. These disposals did not meet the criteria for discontinued operations reporting.
Discontinued Operations
        In fourth quarter 2007, the Company announced that it had signed separate definitive agreements to sell its CICA and Sterling subsidiaries. These two subsidiaries were previously included in the Insurance Underwriting segment. The CICA business is being sold to ACE Limited for cash consideration of $2.4 billion. Sterling is being sold to Munich Re Group for cash consideration of $352 million. Additionally, it is expected that CICA will pay a $325 million dividend to Aon before the sale transaction is completed. Both transactions are expected to be completed in the second quarter of 2008. The dispositions are subject to various closing conditions, including receipt of certain required regulatory approvals.
        In 2006, Aon sold the following businesses:
•
Aon Warranty Group ("AWG") and its worldwide warranty and credit operations, which was previously included in the Insurance Underwriting segment. A pretax gain of $16 million was recognized on the sale.

•
Construction Program Group ("CPG"), a managing general underwriter whose policies were underwritten by Aon's property and casualty operation. Results of CPG were previously included in both the Risk and Insurance Brokerage Services and Insurance Underwriting segments. A pretax gain of $27 million was recognized on the sale.
        Goodwill was allocated to these businesses based on their estimated fair value compared to the fair value of the reporting units in which they were previously included.
        In 2005, Aon sold Swett & Crawford ("Swett"), its U.S.-based wholesale insurance brokerage unit. Previously, Swett was included in the Risk and Insurance Brokerage Services segment. The sale resulted in a pretax gain of $239 million.
A&A Discontinued Operations
        Prior to its acquisition by Aon, Alexander & Alexander Services, Inc. ("A&A") discontinued its property and casualty insurance underwriting operations in 1985, some of which were then placed into runoff, with the remainder sold in 1987. In connection with those sales, A&A provided indemnities to the purchaser for various estimated and potential liabilities, including provisions to cover future losses attributable to insurance pooling arrangements, a stop-loss reinsurance agreement and actions or omissions by various underwriting agencies previously managed by an A&A subsidiary.
        As of December 31, 2007 and 2006, the liabilities associated with the foregoing indemnities were included in other non-current liabilities in the consolidated statements of financial position. Such liabilities amounted to $69 million and $81 million, respectively. Reinsurance recoverables and other assets related to these liabilities are $87 million and $94 million, respectively. The remaining insurance liabilities represent estimates of known and future claims expected to be settled over the next 20 to 30 years, principally with regards to asbestos, pollution and other health exposures. Although these
85

insurance liabilities represent a best estimate of the probable liabilities, adverse developments may occur given the nature of the information available and the variables inherent in the estimation processes. In 2006, an agreement was reached relating to the settlement of certain legacy reinsurance claims, which resulted in a pretax gain, net of expenses, of $13 million. In 2005, a pretax expense of $11 million was recorded for consulting and legal costs related to completed and contemplated settlements and actuarial refinements to claims reserves and reinsurance recoverables.
        The operating results of all these businesses are classified as discontinued operations, and prior years' operating results have been reclassified to discontinued operations, as follows.

(millions)    Years ended December 31	 	2007	 	2006	 	2005	 	
	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	
 	 	CICA and Sterling	 	$	2,502	 	$	2,073	 	$	1,874	 	
 	 	AWG	 	 	—	 	 	1,115	 	 	1,103	 	
 	 	CPG	 	 	—	 	 	242	 	 	209	 	
 	 	Swett	 	 	—	 	 	—	 	 	183	 	
 	 	Other	 	 	—	 	 	—	 	 	10	 	
 	 		 	
 	 	 	Total revenues	 	$	2,502	 	$	3,430	 	$	3,379	 	
	 	
Pretax gain (loss):	 	 	 	 	 	 	 	 	 	 	
 	Operations:	 	 	 	 	 	 	 	 	 	 	
 	 	CICA and Sterling	 	$	323	 	$	257	 	$	232	 	
 	 	AWG	 	 	—	 	 	94	 	 	99	 	
 	 	CPG	 	 	—	 	 	11	 	 	54	 	
 	 	Swett	 	 	—	 	 	—	 	 	2	 	
 	 	Other	 	 	3	 	 	11	 	 	(8	)	
 	 		 	
 	 	 	326	 	 	373	 	 	379	 	
 	Gain (loss) on sale:	 	 	 	 	 	 	 	 	 	 	
 	 	AWG	 	 	(12	)	 	16	 	 	—	 	
 	 	CPG	 	 	2	 	 	27	 	 	—	 	
 	 	Swett	 	 	—	 	 	—	 	 	239	 	
 	 	U.K. brokerage units	 	 	—	 	 	2	 	 	(3	)	
 	 	Other	 	 	—	 	 	1	 	 	—	 	
 	 		 	
 	 	 	(10	)	 	46	 	 	236	 	
	 	
Total pretax gain	 	$	316	 	$	419	 	$	615	 	
	 	
After-tax gain:	 	 	 	 	 	 	 	 	 	 	
 	 	Operations	 	$	189	 	$	263	 	$	218	 	
 	 	Sale	 	 	3	 	 	9	 	 	101	 	
	 	
 	 	 	Total	 	$	192	 	$	272	 	$	319	 	
	 	
86

        In accordance with FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , Aon has reclassified the assets and liabilities of both CICA and Sterling to assets held-for-sale and liabilities held-for-sale, respectively, in the December 31, 2007 and 2006 consolidated statements of financial position.
        The assets and liabilities reclassified are as follows:

 	As of December 31	 	
 		 	
(millions)	2007	 	2006	 	
 		 	
Assets:	 	 	 	 	 	 	
 	Investments:	 	 	 	 	 	 	
 	 	Fixed maturities	$	2,826	 	$	2,596	 	
 	 	All other investments	 	398	 	 	114	 	
 	Receivables	 	61	 	 	115	 	
 	Reinsurance recoverables	 	358	 	 	566	 	
 	Deferred policy acquisition costs	 	594	 	 	547	 	
 	Goodwill and other intangible assets	 	11	 	 	13	 	
 	Property and equipment and other assets	 	140	 	 	99	 	
	 	
 	 	Total assets	$	4,388	 	$	4,050	 	
	 	
Liabilities:	 	 	 	 	 	 	
 	Policy liabilities:	 	 	 	 	 	 	
 	 	Future policy benefits	$	1,870	 	$	1,784	 	
 	 	Policy and contract claims	 	488	 	 	506	 	
 	 	Unearned premium reserves and other	 	291	 	 	399	 	
 	General expenses and other liabilities	 	376	 	 	221	 	
	 	
 	 	Total liabilities	$	3,025	 	$	2,910	 	
	 	
Equity:	 	 	 	 	 	 	
 	Invested equity	$	1,321	 	$	1,134	 	
 	Net unrealized investment losses	 	(23	)	 	(56	)	
 	Net foreign exchange translation	 	65	 	 	62	 	
	 	
 	 	Total equity	$	1,363	 	$	1,140	 	
	 	
        The balances of investments and invested equity have been reduced to reflect the anticipated dividend that CICA will remit to Aon prior to completion of the sales transaction.
87

6.    Investments
        Aon's long-term investments are as follows:

(millions)    As of December 31	2007	 	2006	
	
Fixed maturities	$	100	 	$	185	
Equity securities	 	1	 	 	1	
PEPS I preferred stock	 	168	 	 	210	
Other investments	 	148	 	 	133	
	
 	$	417	 	$	529	
	
        The amortized cost and fair value of investments in fixed maturities by type and equity securities are as follows:

(millions)    As of December 31, 2007	Amortized
Cost	 	Gross
Unrealized
Gains	 	Gross
Unrealized
Losses	 	Fair
Value	
	
Government:	 	 	 	 	 	 	 	 	 	 	 	
 	U.S. government and agencies	$	53	 	$	—	 	$	—	 	$	53	
 	U.S. state and political subdivisions	 	1	 	 	—	 	 	—	 	 	1	
 	Foreign governments:	 	 	 	 	 	 	 	 	 	 	 	
 	 	Canada	 	60	 	 	—	 	 	—	 	 	60	
 	 	Other	 	25	 	 	—	 	 	—	 	 	25	
 		
 	 	 	Total foreign governments	 	85	 	 	—	 	 	—	 	 	85	
Corporate securities	 	11	 	 	—	 	 	—	 	 	11	
 		
Total fixed maturities	 	150	 	 	—	 	 	—	 	 	150	
Total equity securities	 	1	 	 	—	 	 	—	 	 	1	
	
 	 	 	Total	$	151	 	$	—	 	$	—	 	$	151	

(millions)    As of December 31, 2006	
Amortized
Cost	
 	
Gross
Unrealized
Gains	
 	
Gross
Unrealized
Losses	
 	
Fair
Value	
	
Government:	 	 	 	 	 	 	 	 	 	 	 	
 	U.S. government and agencies	$	60	 	$	—	 	$	(2	)	$	58	
 	U.S. state and political subdivisions	 	2	 	 	—	 	 	—	 	 	2	
 	Foreign governments:	 	 	 	 	 	 	 	 	 	 	 	
 	 	Canada	 	76	 	 	—	 	 	(2	)	 	74	
 	 	Other	 	29	 	 	—	 	 	(1	)	 	28	
 		
 	 	 	Total foreign governments	 	105	 	 	—	 	 	(3	)	 	102	
Corporate securities	 	31	 	 	—	 	 	—	 	 	31	
Mortgage- and asset-backed securities	 	2	 	 	—	 	 	(1	)	 	1	
 		
Total fixed maturities	 	200	 	 	—	 	 	(6	)	 	194	
Total equity securities	 	1	 	 	—	 	 	—	 	 	1	
	
 	 	 	Total	$	201	 	$	—	 	$	(6	)	$	195	
	
88

        The amortized cost and fair value of fixed maturities by contractual maturity as of December 31, 2007, are as follows:

(millions)	 	Amortized
Cost	 	Fair
Value	
	
Due in one year or less	 	$	50	 	$	50	
Due after one year through five years	 	 	52	 	 	52	
Due after five years through ten years	 	 	47	 	 	47	
Due after ten years	 	 	1	 	 	1	
	
Total fixed maturities	 	$	150	 	$	150	
	
        Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
        For categorization purposes, Aon considers any rating of Baa or higher by Moody's Investor Services or equivalent rating agency to be investment grade. Aon's continuing operations have no fixed maturities with an unrealized loss at December 31, 2007. Aon's fixed-maturity portfolio is subject to interest rate, market and credit risks. With a carrying value of approximately $150 million at December 31, 2007, Aon's total fixed-maturity portfolio is approximately 96% investment grade based on market value. Aon's non publicly-traded fixed maturity portfolio had a carrying value of $9 million. Valuations of these securities primarily reflect the fundamental analysis of the issuer and current market price of comparable securities.
        Aon's equity portfolio is comprised of a preferred stock not publicly traded. This portfolio is subject to interest rate, market, credit, illiquidity, concentration and operational performance risks.
        Limited Partnership Securitization.     In 2001, Aon sold the vast majority of its limited partnership (LP) portfolio, valued at $450 million, to PEPS I, a QSPE. The common stock interest in PEPS I is held by a limited liability company which is owned by Aon (49%) and by a charitable trust, which is not controlled by Aon, established for victims of September 11 (51%). Approximately $171 million of investment grade fixed-maturity securities were sold by PEPS I to unaffiliated third parties. PEPS I then paid Aon's insurance underwriting subsidiaries the $171 million in cash and issued to them an additional $279 million in fixed-maturity and preferred stock securities.
        As part of this transaction, Aon is required to purchase from PEPS I additional fixed-maturity securities in an amount equal to the unfunded limited partnership commitments, as they are requested. Aon funded $2 million of commitments in both 2007 and 2006. As of December 31, 2007, these unfunded commitments amounted to $44 million. These commitments have specific expiration dates and the general partners may decide not to draw on these commitments. The carrying value of the PEPS I preferred stock was $168 million and $210 million at December 31, 2007 and 2006, respectively.
        Prior to 2007, income distributions received from PEPS I were limited to interest payments on various PEPS I debt instruments. Beginning in 2007, PEPS I had redeemed or collateralized all of its debt, and as a result, began to pay preferred income distributions. In 2007, the Company received $61 million of income distributions from PEPS I, which are included in investment income.
89

        The components of investment income are as follows:

(millions)    Years ended December 31	2007	 	2006	 	2005	 	
	 	
Short-term investments	$	228	 	$	193	 	$	129	 	
	 	
Fixed maturities:	 	 	 	 	 	 	 	 	 	
 	Interest income	 	8	 	 	11	 	 	10	 	
 	Losses (1)	 	—	 	 	(2	)	 	—	 	
 		 	
 	 	Total	 	8	 	 	9	 	 	10	 	
	 	
Other investments:	 	 	 	 	 	 	 	 	 	
 	Interest, dividend and other income	 	61	 	 	—	 	 	6	 	
 	Endurance — warrants	 	—	 	 	(14	)	 	8	 	
 	Net gains (losses) (1)	 	12	 	 	38	 	 	(3	)	
 		 	
 	 	Total	 	73	 	 	24	 	 	11	 	
	 	
Gross investment income	 	309	 	 	226	 	 	150	 	
Less: investment expenses	 	8	 	 	5	 	 	6	 	
	 	
Investment income	$	301	 	$	221	 	$	144	 	
	 	
(1)
Includes other-than-temporary impairment write-downs of $2 million, $1 million and $3 million in 2007, 2006 and 2005, respectively.
        The components of net unrealized investment gains (losses), which include investments reported as held-for-sale, are as follows:

(millions)    As of December 31	2007	 	2006	 	2005	 	
	 	
Fixed maturities	$	(31	)	$	(49	)	$	(39	)	
Equity securities	 	(4	)	 	(4	)	 	(1	)	
Other investments	 	150	 	 	167	 	 	125	 	
Deferred taxes	 	(39	)	 	(41	)	 	(33	)	
	 	
Net unrealized investment gains	$	76	 	$	73	 	$	52	 	
	 	
        The pretax changes in net unrealized investment gains (losses), which include investments reported as held-for-sale, are as follows:

(millions)    Years ended December 31	2007	 	2006	 	2005	 	
	 	
Fixed maturities	$	18	 	$	(10	)	$	(51	)	
Equity securities	 	—	 	 	(3	)	 	(2	)	
Other investments	 	(17	)	 	42	 	 	37	 	
	 	
Total	$	1	 	$	29	 	$	(16	)	
	 	
Other
        Securities on deposit with insurance regulatory authorities related to the Company's runoff property and casualty operations amounted to $5 million at December 31, 2007.
        At December 31, 2007 and 2006, Aon had $66 million and $214 million, respectively, of non-income producing investments, which excludes derivatives that are marked to market through the income statement, as well as private equity investments carried on the equity method, held for at least twelve months, that have not declared dividends during 2007 and 2006.
90

7.    Debt and Lease Commitments
Debt
        The following is a summary of outstanding debt:

(millions)    As of December 31	 	2007	 	2006	
	
8.205% junior subordinated deferrable interest debentures, due January 2027	 	$	726	 	$	726	
5.05% debt securities, due April 2011	 	 	382	 	 	323	
7.375% debt securities, due December 2012	 	 	224	 	 	224	
3.5% convertible debt securities, due November 2012	 	 	—	 	 	297	
6.2% debt securities, due January 2007	 	 	—	 	 	250	
Euro credit facility	 	 	795	 	 	403	
Notes payable, due in varying installments, with interest at	 	 	 	 	 	 	
 	 	1% to 15.9%	 	 	16	 	 	20	
Other	 	 	2	 	 	42	
	
Total debt	 	 	2,145	 	 	2,285	
	
 	Less short-term debt	 	 	252	 	 	42	
	
Total long-term debt	 	$	1,893	 	$	2,243	
	
        Aon created Aon Capital A, a wholly-owned statutory business trust, for the purpose of issuing mandatorily redeemable preferred capital securities ("Capital Securities"). Aon received cash and an investment in 100% of the common equity of Aon Capital A by issuing 8.205% Junior Subordinated Deferrable Interest Debentures (subordinated debt) to Aon Capital A. The Capital Securities are subject to mandatory redemption on January 1, 2027 (upon the maturity of the subordinated debt) or are redeemable in whole, but not in part, at the option of Aon (through its prepayment of the subordinated debt) upon the occurrence of certain events. Interest is payable semi-annually on the Capital Securities. Aon determined that it is not the primary beneficiary of Aon Capital A, a VIE, and, in accordance with FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities , Aon recorded long-term debt for the subordinated debt of $726 million.
        In April 2006, an indirect wholly-owned subsidiary of Aon issued CAD 375 million (U.S. $382 million at December 31, 2007 exchange rates) of 5.05% senior unsecured debentures due in April 2011. The principal and interest on the debentures is unconditionally and irrevocably guaranteed by Aon. The net proceeds from the offering were used to repay outstanding indebtedness under the Company's €650 million Euro credit facility.
        Aon issued $250 million of 6.2% debt securities that were due in January 2007. The interest rate on these debt securities was subject to adjustment in the event that Aon's credit ratings change. Due to a rating downgrade in 2004, the interest rate on the 6.2% debt securities was increased to 6.95% effective January 2005. These securities were redeemed in January 2007.
        In November 2007, the Company redeemed all of its remaining outstanding 3 1 / 2 % Senior Convertible Debentures that were due in 2012. All of the holders of the Debentures elected to convert their debentures into Aon common stock at a conversion rate of 46.5658 shares of common stock for each $1,000 principal amount of Debentures. As a result of this redemption and earlier voluntary redemptions, approximately 14 million shares of Aon common stock were issued.
        Certain of Aon's European subsidiaries have a €650 million (U.S. $942 million) multi-currency revolving loan credit facility. This facility will mature in October 2010, unless Aon opts to extend the facility. Commitment fees of 8.75 basis points are payable on the unused portion of the facility. At December 31, 2007, Aon has borrowed €376 million and $250 million ($795 million) under this facility. At December 31, 2006, €307 million was borrowed. At December 31, 2007, $250 million of the Euro
91

facility is classified as short-term debt in the consolidated statements of financial position. Aon has guaranteed the obligations of its subsidiaries with respect to this facility.
        Aon maintains a $600 million, 5-year U.S. committed bank credit facility to support commercial paper and other short-term borrowings, which expires in February 2010. This facility permits the issuance of up to $150 million in letters of credit. At December 31, 2007 and 2006, Aon had $20 million in letters of credit outstanding. Based on Aon's current credit ratings, commitment fees of 10 basis points are payable on the unused portion of the facility.
        For both the U.S. and Euro facilities, Aon is required to maintain consolidated net worth, as defined, of at least $2.5 billion, a ratio of consolidated EBITDA (earnings before interest, taxes, depreciation and amortization) to consolidated interest expense of 4 to 1 and a ratio of consolidated debt to EBITDA of not greater than 3 to 1.
        Aon also has other foreign facilities available, which include a £37.5 million ($74 million) facility, a €25 million ($36 million) facility, and a €20 million ($29 million) facility.
        Outstanding debt securities, including Aon Capital A's, are not redeemable by Aon prior to maturity. There are no sinking fund provisions. Interest is payable semi-annually on most debt securities. Repayments of long-term debt are $548 million, $382 million and $225 million in 2010, 2011 and 2012, respectively.
        Other information related to Aon's debt is as follows:

Years ended December 31	 	2007	 	2006	 	2005	 	
	 	
Interest paid (millions)	 	$	147	 	$	130	 	$	130	 	
Weighted-average interest rates — short-term borrowings	 	 	5.1	%	 	4.4	%	 	3.5	%	
	 	
Lease Commitments
        Aon has noncancelable operating leases for certain office space, equipment and automobiles. These leases expire at various dates and may contain renewal and expansion options. In addition to base rental costs, occupancy lease agreements generally provide for rent escalations resulting from increased assessments for real estate taxes and other charges. Approximately 81% of Aon's lease obligations are for the use of office space. Rental expense for operating leases amounted to $368 million, $350 million and $337 million for 2007, 2006 and 2005, respectively, after deducting rentals from subleases ($40 million, $33 million and $29 million for 2007, 2006 and 2005, respectively).
        At December 31, 2007, future minimum rental payments required under operating leases for continuing operations that have initial or remaining noncancelable lease terms in excess of one year, net of sublease rental income, most of which pertain to real estate leases, are as follows:

(millions)	 	 	
	
2008	 	$	317	
2009	 	 	275	
2010	 	 	236	
2011	 	 	214	
2012	 	 	191	
Later years	 	 	597	
	
Total minimum payments required	 	$	1,830	
	
92

8.    Income Taxes
        Aon and its principal domestic subsidiaries are included in a consolidated life-nonlife federal income tax return. Aon's international subsidiaries file various income tax returns in their jurisdictions.
        Income from continuing operations before provision for income tax and the provision for income tax consist of the following:

(millions)    Years ended December 31	 	2007	 	2006	 	2005	 	
	 	
Income from continuing operations before provision for income tax:	 	 	 	 	 	 	 	 	 	 	
 	U.S.	 	$	229	 	$	6	 	$	68	 	
 	International	 	 	795	 	 	657	 	 	509	 	
 	 		 	
Total	 	$	1,024	 	$	663	 	$	577	 	
	 	
Provision for income tax:	 	 	 	 	 	 	 	 	 	 	
Current (credit):	 	 	 	 	 	 	 	 	 	 	
 	Federal	 	$	62	 	$	85	 	$	(61	)	
 	International	 	 	207	 	 	197	 	 	127	 	
 	State	 	 	16	 	 	33	 	 	9	 	
 	 		 	
Total current	 	 	285	 	 	315	 	 	75	 	
	 	
Deferred (credit):	 	 	 	 	 	 	 	 	 	 	
 	Federal	 	 	1	 	 	(94	)	 	36	 	
 	International	 	 	65	 	 	16	 	 	36	 	
 	State	 	 	1	 	 	(21	)	 	14	 	
 	 		 	
Total deferred	 	 	67	 	 	(99	)	 	86	 	
	 	
Provision for income tax	 	$	352	 	$	216	 	$	161	 	
	 	
        Income from continuing operations before provision for income tax shown above is based on the location of the corporate unit to which such earnings are attributable. However, because such earnings in some cases may be subject to taxation in more than one country, the income tax provision shown above as U.S. or International may not correspond to the geographic attribution of the earnings.
        A reconciliation of the income tax provisions based on the U.S. statutory corporate tax rate to the provisions reflected in the consolidated financial statements is as follows:

Years ended December 31	 	2007	 	2006	 	2005	 	
	 	
Statutory tax rate	 	35.0	%	35.0	%	35.0	%	
State income taxes, net of federal benefit	 	1.1	 	1.2	 	2.6	 	
Taxes on international operations	 	(3.3	)	(3.7	)	(0.6	)	
Nondeductible expenses	 	2.3	 	2.8	 	3.6	 	
Adjustments to prior year tax requirements	 	(0.9	)	0.3	 	(9.0	)	
Deferred tax adjustments, including statutory rate changes	 	1.3	 	(0.6	)	(2.4	)	
Other — net	 	(1.1	)	(2.4	)	(1.3	)	
	 	
Effective tax rate	 	34.4	%	32.6	%	27.9	%	
	 	
93

        Significant components of Aon's deferred tax assets and liabilities are as follows:

(millions)    As of December 31	 	2007	 	2006	 	

 	
Deferred tax assets:	 	 	 	 	 	 	 	
 	Employee benefit plans	 	$	579	 	$	661	 	
 	Net operating loss and tax credit carryforwards	 	 	174	 	 	128	 	
 	Other accrued expenses	 	 	110	 	 	140	 	
 	Investment basis differences	 	 	76	 	 	46	 	
 	Life and other insurance reserves	 	 	8	 	 	14	 	
 	Other	 	 	30	 	 	14	 	
 	 		 	
 	 	 	977	 	 	1,003	 	
Valuation allowance on deferred tax assets	 	 	(46	)	 	(44	)	
 	 		 	
 	 	Total	 	 	931	 	 	959	 	
	 	
Deferred tax liabilities:	 	 	 	 	 	 	 	
 	Intangibles	 	 	(184	)	 	(161	)	
 	Unrealized foreign exchange gains	 	 	(105	)	 	(14	)	
 	Unrealized investment gains	 	 	(67	)	 	(62	)	
 	Deferred revenue	 	 	(50	)	 	(22	)	
 	Other accrued expenses	 	 	(35	)	 	(40	)	
 	Other	 	 	(27	)	 	(14	)	
 	 		 	
 	 	Total	 	 	(468	)	 	(313	)	
	 	
Net deferred tax asset	 	$	463	 	$	646	 	
	 	
        Valuation allowances have been established primarily with regard to the tax benefits of certain net operating loss and tax credit carryforwards. Valuation allowances were increased to $46 million in 2007 from $44 million in 2006, attributable largely to the periodic reconciliation of previous provisions to filed or audited and agreed tax returns. Although future earnings cannot be predicted with certainty, management believes that the realization of the net deferred tax asset is more likely than not.
        Aon recognized, as an adjustment to additional paid-in-capital, income tax benefits attributable to employee stock compensation as follows: 2007 — $34 million; 2006 — $21 million; and 2005 — $5 million.
        U.S. deferred income taxes are not provided on unremitted foreign earnings that are considered permanently reinvested, which at December 31, 2007 amounted to approximately $1.7 billion. It is not practicable to determine the income tax liability that might be incurred if all such earnings were remitted to the U.S. due to foreign tax credits and exclusions that may become available at the time of remittance.
        At December 31, 2007, Aon had domestic federal operating loss carryforwards of $13 million that will expire at various dates from 2008 to 2022, state operating loss carryforwards of $526 million that will expire at various dates from 2008 to 2026, and foreign operating and capital loss carryforwards of $395 million and $76 million, respectively, nearly all of which are subject to indefinite carryforward.
        The amount of income taxes paid in 2007, 2006 and 2005 was $121 million, $431 million and $197 million, respectively.
Uncertain Tax Provisions
        As described in Note 1, the Company adopted FIN 48 on January 1, 2007. The effect of adopting FIN 48 was not material to the Company's financial statements.
94

        The following is a reconciliation of the Company's beginning and ending amount of unrecognized tax benefits (in millions).

Balance at January 1, 2007	 	$	53	 	
Additions based on tax positions related to the current year	 	 	4	 	
Additions for tax positions of prior years	 	 	24	 	
Reductions for tax positions of prior years	 	 	(6	)	
Settlements	 	 	(5	)	
	 	
Balance at December 31, 2007	 	$	70	 	
	 	
        Of the amount included in the previous table, $57 million of unrecognized tax benefits would impact the effective tax rate if recognized. Aon does not expect the unrecognized tax positions to change significantly over the next twelve months.
        The Company recognizes interest and penalties related to unrecognized income tax benefits in its provision for income taxes. Aon accrued potential penalties and interest of less than $1 million related to unrecognized tax positions during 2007. In total, as of December 31, 2007, Aon has recorded a liability for penalties and interest of $1 million and $7 million, respectively.
        Aon and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as various state and international jurisdictions. Aon has substantially concluded all U.S. federal income tax matters for years through 2004. The Internal Revenue Service commenced an examination of Aon's federal U.S. income tax returns for 2005 and 2006 in the fourth quarter of 2007. Material U.S. state and local income tax jurisdiction examinations have been concluded for years through 2002. Aon has concluded income tax examinations in its primary international jurisdictions through 2000.
95

9.    Reinsurance and Claim Reserves
        Aon's insurance subsidiaries both cede and assume reinsurance under reinsurance agreements. Aon's reinsurance consists primarily of certain property and casualty lines that are in runoff. Aon's insurance subsidiaries remain liable to the extent that the reinsurers are unable to meet their obligations. As of November 30, 2006, in connection with the sale of AWG, Aon sold Virginia Surety Company ("VSC"). VSC will continue to remain liable to policyholders to the extent reinsurers of the property and casualty business do not meet their obligations. Aon has issued an indemnification which protects the purchaser from credit exposure related to the property and casualty reserves that have been reinsured. Aon has provided a corporate guarantee with respect to these reinsurance recoverables. These reinsurance recoverables amount to $846 million at December 31, 2007.
        A summary of reinsurance activity in continuing operations is as follows:

(millions)    Years ended December 31	 	2007	 	2006	 	2005	
	
Ceded premiums earned	 	$	1	 	$	1	 	$	1	
Ceded premiums written	 	 	—	 	 	12	 	 	2	
Assumed premiums earned	 	 	3	 	 	28	 	 	57	
Assumed premiums written	 	 	3	 	 	25	 	 	49	
Ceded benefits to policyholders	 	 	1	 	 	—	 	 	—	
	
        Activity in the liability for policy and contract claims is summarized as follows:

(millions)    Years ended December 31	 	2007	 	2006	 	2005	
	
Liabilities at beginning of year	 	$	149	 	$	222	 	$	275	
Incurred losses:	 	 	 	 	 	 	 	 	 	
 	Current year	 	 	1	 	 	16	 	 	20	
 	Prior years	 	 	7	 	 	81	 	 	30	
 	 		
Total	 	 	8	 	 	97	 	 	50	
Payment of claims:	 	 	 	 	 	 	 	 	 	
 	Current year	 	 	—	 	 	15	 	 	7	
 	Prior years	 	 	43	 	 	155	 	 	96	
 	 		
Total	 	 	43	 	 	170	 	 	103	
	
Liabilities at end of year	 	$	114	 	$	149	 	$	222	
	
        In 2006, in connection with the sales of AWG and CPG, Aon completed a detailed review of all its property and casualty reserves. Based on the results of this review, the Company increased its property and casualty reserves by approximately $102 million, reflecting adverse development, refined assumptions and additional claim information relating to programs to be disposed of through sale or runoff. Aon recorded $81 million of this adjustment in continuing operations in other general expenses in the consolidated statement of income. The remaining $21 million is not included in the preceding table because it relates to CPG and is recorded in discontinued operations. Of the $81 million recorded in continuing operations, the majority related to National Program Services, an independent managing general underwriter that wrote habitational risk on behalf of Aon.
96

10.  Stockholders' Equity
Common Stock
        In November 2005, Aon's Board of Directors authorized the repurchase of up to $1 billion of Aon's common stock. In November 2006, the Board increased that amount to $2 billion. In December 2007, the Board increased the authorization amount to $4.6 billion. Shares may be repurchased through the open market or in privately negotiated transactions from time to time, based on prevailing market conditions, and will be funded from available capital. Any repurchased shares will be available for employee stock plans and for other corporate purposes. In 2007, the Company repurchased 19.1 million shares at a cost of $751 million. In 2006, the Company repurchased 28.4 million shares at a cost of $1,048 million. Aon repurchased 0.7 million shares at a cost of $25 million in 2005. In 2008 through February 27, the Company has repurchased 6.7 million shares at a cost of $286 million.
        In connection with the acquisition of two entities controlled by Aon's then-Chairman and Chief Executive Officer in 2001, Aon obtained approximately 22.4 million shares of its common stock. These treasury shares are restricted as to their reissuance.
        In 2007, Aon issued 0.4 million new shares of common stock for employee benefit plans and 0.1 million shares in connection with employee stock purchase plans. In addition, Aon reissued 9.3 million shares of treasury stock for employee benefit programs and 0.3 million shares in connection with employee stock purchase plans.
        In November 2007, the Company redeemed all of its remaining outstanding 3 1 / 2 % Senior Convertible Debentures that were due in 2012. All of the holders of the Debentures elected to convert their debentures into Aon common stock at a conversion rate of 46.5658 shares of common stock for each $1,000 principal amount of Debentures. As a result of this redemption and earlier voluntary redemptions, approximately 14 million shares of Aon common stock were issued in 2007.
Dividends
        A summary of dividends paid is as follows:

(millions)    Years ended December 31	 	2007	 	2006	 	2005	
	
Redeemable preferred stock	 	$	—	 	$	—	 	$	2	
Common stock	 	 	176	 	 	189	 	 	191	
	
Total dividends paid	 	$	176	 	$	189	 	$	193	
	
        Dividends paid per common share were $0.60 for the years ended December 31, 2007, 2006 and 2005.
Statutory Capital and Dividend Restrictions
        State insurance laws and regulations prescribe accounting practices for determining statutory capital and surplus and net income for insurance companies and require, among other matters, the filing of financial statements prepared in accordance with statutory accounting practices prescribed or permitted for insurance companies. State insurance laws and regulations in the U.S. also require the maintenance of a minimum capital and surplus based on various factors. At December 31, 2007, the Company's insurance subsidiaries were in compliance with these minimum requirements. Statutory capital and surplus of the insurance subsidiaries were $971 million and $870 million at December 31, 2007 and 2006, respectively. Statutory net income of the insurance subsidiaries were $259 million, $206 million and $159 million for the years ended December 31, 2007, 2006 and 2005, respectively.
97

        Dividends paid by the Company's insurance subsidiaries are limited by state insurance regulations. The insurance regulator in each state of domicile may disapprove any dividend that, together with other dividends paid by a subsidiary in the prior twelve months, exceeds the regulatory maximum as computed for the subsidiary based on its statutory capital and surplus and net income. As a result, the capital and surplus of the subsidiaries available for transfer to the parent company are limited. As of December 31, 2007, payments of dividend amounts in excess of $273 million may be subject to approval by regulatory authorities.
        In addition to compliance requirements of state insurance laws and regulations in the U.S., the Company has foreign subsidiaries and branches that are required to meet various regulatory requirements in their respective jurisdictions.
98

11.  Employee Benefits
Defined Contribution Savings Plans
        Aon subsidiaries maintain defined contribution savings plans for the benefit of its U.S. and U.K. employees. The expense recognized for these plans, which is included in compensation and benefits and discontinued operations in the accompanying consolidated statements of income, is as follows (in millions):

 	2007	 	2006	 	2005	
	
U.S.	$	49	 	$	49	 	$	47	
U.K.	 	37	 	 	19	 	 	20	
	
 	$	86	 	$	68	 	$	67	
	
Pension and Other Post-retirement Benefits
        Aon sponsors defined benefit pension and post-retirement health and welfare plans that provide retirement, medical and life insurance benefits. The post-retirement healthcare plans are contributory, with retiree contributions adjusted annually; the life insurance and pension plans are noncontributory.
        Effective January 1, 2007, future benefits in the Company's U.S. defined benefit pension plan are calculated based on a "career average pay" formula instead of a "final average pay" formula. The change affected approximately 11,000 active employees covered by the U.S. plan. Effective March 31, 2007, the Company ceased crediting future benefits relating to salary and service in its U.K. defined benefit pension plans. The change affected approximately 1,700 active employees covered by the U.K. plans.
Adoption of Statement No. 158
        On December 31, 2006, Aon adopted the recognition, disclosure and measurement date provisions of Statement No. 158. This Statement required Aon to recognize the funded status of its post-retirement benefit plans in the December 31, 2006 statement of financial position, with a corresponding adjustment to accumulated other comprehensive loss, net of tax. The adjustment to accumulated other comprehensive loss at adoption represents net unrecognized actuarial losses and unrecognized prior service costs which were previously netted against the plan's funded status in Aon's statement of financial position pursuant to the provisions of Statement No. 87. These amounts will be subsequently recognized as net periodic benefit cost pursuant to Aon's historical accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic benefit cost in the same periods will be recognized as a component of other comprehensive income. Those amounts will be subsequently recognized as a component of net periodic pension cost on the same basis as the amounts recognized in accumulated other comprehensive loss at adoption of Statement No. 158.
99

        The incremental effects of adopting the provisions of Statement No. 158 on Aon's statement of financial position at December 31, 2006 are presented in the following table. Had Aon not been required to adopt Statement No. 158 at December 31, 2006, it would have recognized an additional minimum liability pursuant to the provisions of Statement No. 87. The effect of recognizing the additional minimum liability is included in the table below in the column labeled "Prior to Adopting of Statement No. 158."

 	At December 31, 2006	 	
 		 	
(millions)	Prior to
Adopting
Statement
No. 158	 	Effect of
Adopting
Statement
No. 158	 	As Reported at
December 31,
2006	 	
	 	
Intangible pension asset and prepaid pension asset (included in other non-current assets)	$	1,009	 	$	(146	)	$	863	 	
Accrued pension and other benefit liabilities (included in pension, post-employment and post-retirement liabilities)	 	(1,108	)	 	(357	)	 	(1,465	)	
Deferred income taxes	 	473	 	 	154	 	 	627	 	
Accumulated other comprehensive loss	 	661	 	 	349	 	 	1,010	 	
	 	
100

Pension Plans
        The following tables provide a reconciliation of the changes in the benefit obligations and fair value of assets for the years ended December 31, 2007 and 2006 and a statement of the funded status as of December 31, 2007 and 2006, for the U.S. plans and material international plans, which are located in the U.K., the Netherlands and Canada. These plans represent approximately 95% of the Company's pension obligations. The Company will retain the obligations and assets related to the participation of CICA and Sterling employees in the Company's U.S. and Canadian pension plans.

 	U.S.	 	International	 	
 		 		 	
(millions)	2007	 	2006	 	2007	 	2006	 	
	 	
Change in projected benefit obligation	 	 	 	 	 	 	 	 	 	 	 	 	
Beginning of period	$	1,706	 	$	1,758	 	$	5,239	 	$	4,499	 	
Service cost	 	50	 	 	66	 	 	35	 	 	88	 	
Interest cost	 	99	 	 	109	 	 	273	 	 	288	 	
Participant contributions	 	—	 	 	—	 	 	3	 	 	5	 	
Plan amendment	 	—	 	 	(145	)	 	—	 	 	—	 	
Curtailment	 	—	 	 	—	 	 	(45	)	 	—	 	
Plan transfer	 	—	 	 	—	 	 	14	 	 	—	 	
Actuarial loss	 	16	 	 	33	 	 	346	 	 	89	 	
Benefit payments	 	(76	)	 	(84	)	 	(166	)	 	(173	)	
Change in discount rate	 	(118	)	 	(31	)	 	(540	)	 	(124	)	
Foreign exchange translation	 	—	 	 	—	 	 	139	 	 	567	 	
	 	
End of period	$	1,677	 	$	1,706	 	$	5,298	 	$	5,239	 	
	 	
Accumulated benefit obligation at end of period	$	1,672	 	$	1,706	 	$	5,225	 	$	4,837	 	

Change in fair value of plan assets	

 	

 	

 	

 	
Beginning of period	$	1,457	 	$	1,326	 	$	4,286	 	$	3,121	 	
Actual return on plan assets	 	111	 	 	210	 	 	40	 	 	476	 	
Participant contributions	 	—	 	 	—	 	 	3	 	 	5	 	
Employer contributions	 	22	 	 	5	 	 	189	 	 	424	 	
Plan transfer	 	—	 	 	—	 	 	10	 	 	—	 	
Benefit payments	 	(76	)	 	(84	)	 	(166	)	 	(173	)	
Foreign exchange translation	 	—	 	 	—	 	 	116	 	 	433	 	
	 	
End of period	$	1,514	 	$	1,457	 	$	4,478	 	$	4,286	 	
	 	
Market related value at end of period	$	1,508	 	$	1,421	 	$	4,478	 	$	4,286	 	

Funded status at end of period	
$	
(163	
)	
$	
(249	
)	
$	
(820	
)	
$	
(953	
)	
Unrecognized prior-service cost (credit)	 	(104	)	 	(119	)	 	5	 	 	6	 	
Unrecognized loss	 	347	 	 	485	 	 	1,733	 	 	1,708	 	
	 	
Net amount recognized	$	80	 	$	117	 	$	918	 	$	761	 	
	 	
101

        Amounts recognized in the statements of financial position consist of:

Prepaid benefit cost (included in other non-current assets)	$	35	 	$	—	 	$	68	 	$	42	 	
Accrued benefit liability (included in pension, post-employment and post-retirement liabilities)	 	(198	)	 	(249	)	 	(888	)	 	(995	)	
Accumulated other comprehensive loss	 	243	 	 	366	 	 	1,738	 	 	1,714	 	
	 	
Net amount recognized	$	80	 	$	117	 	$	918	 	$	761	 	
	 	
        Amounts recognized in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2007 and 2006 consist of:

 	U.S.	 	International	
 		 		
(millions)	2007	 	2006	 	2007	 	2006	
	
Net loss	$	347	 	$	485	 	$	1,733	 	$	1,708	
Prior service cost (credit)	 	(104	)	 	(119	)	 	5	 	 	6	
	
 	$	243	 	$	366	 	$	1,738	 	$	1,714	
	
        In 2007, U.S. plans with a projected benefit obligation ("PBO") and an accumulated benefit obligation ("ABO") in excess of the fair value of plan assets had a PBO of $198 million, an ABO of $198 million and no plan assets. International plans with a PBO in excess of the fair value of plan assets had a PBO of $4.8 billion and plan assets with a fair value of $4.0 billion, and plans with an ABO in excess of the fair value of plan assets had an ABO of $4.8 billion and plan assets with a fair value of $4.0 billion.
        In 2006, U.S. plans with a PBO and ABO in excess of the fair value of plan assets had a PBO of $1.7 billion, an ABO of $1.7 billion and plan assets with a fair value of $1.5 billion. International plans with a PBO in excess of the fair value of plan assets had a PBO of $4.8 billion and plan assets with a fair value of $3.8 billion, and plans with an ABO in excess of the fair value of plan assets had an ABO of $4.3 billion and plan assets with a fair value of $3.7 billion.
        The following table provides the components of net periodic benefit cost for the plans:

 	U.S.	 	International	 	
 		 		 	
(millions)	2007	 	2006	 	2005	 	2007	 	2006	 	2005	 	
	 	
Service cost	$	50	 	$	61	 	$	62	 	$	35	 	$	74	 	$	68	 	
Interest cost	 	99	 	 	101	 	 	93	 	 	273	 	 	237	 	 	211	 	
Expected return on plan assets	 	(120	)	 	(114	)	 	(93	)	 	(314	)	 	(243	)	 	(195	)	
Amortization of prior-service cost	 	(15	)	 	(2	)	 	(2	)	 	1	 	 	2	 	 	2	 	
Amortization of net loss	 	45	 	 	50	 	 	39	 	 	50	 	 	99	 	 	76	 	
	 	
Net periodic benefit cost	$	59	 	$	96	 	$	99	 	$	45	 	$	169	 	$	162	 	
	 	
        The weighted-average assumptions used to determine future benefit obligations are as follows:

 	U.S.	 	International	 	
 		 		 	
(millions)	2007	 	2006	 	2007	 	2006	 	
	 	
Discount rate	6.39	%	5.88	%	5.50 – 5.75	%	4.65 – 5.25	%	
Rate of compensation increase	3.50	%	3.50	%	3.25 – 3.50	%	3.25 – 3.50	%	
	 	
102

        The weighted-average assumptions used to determine the net periodic benefit cost are as follows:

 	U.S.	 	International	 	
 		 		 	
(millions)	2007	 	2006	 	2005	 	2007	 	2006	 	2005	 	
	 	
Discount rate	5.88	%	5.75	%	6.00	%	4.65 – 5.25	%	4.00 – 5.25	%	4.50 – 6.00	%	
Expected return on plan assets	8.60	 	8.35	 	8.50	 	6.00 – 7.20	 	6.00 – 7.10	 	6.00 – 7.25	 	
Rate of compensation increase	3.50	 	3.50	 	3.50	 	3.25 – 3.50	 	3.25 – 3.50	 	3.25 – 3.50	 	
	 	
        The amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2008 are as follows:

(millions)
	U.S.	 	International	
	
Net loss	$	23	 	$	42	
Prior service cost (credit)	 	(15	)	 	1	
	
 	$	8	 	$	43	
	
Expected Return on Plan Assets
        To determine the expected long-term rate of return on plan assets, the historical performance, investment community forecasts and current market conditions are analyzed to develop expected returns for each asset class used by the plans. The expected returns for each asset class are weighted by the target allocations of the plans.
103

Plan Assets
        Aon's pension plan asset allocation as of December 31, 2007 and 2006 is as follows:

 	U.S.	 	International	 	
 		 		 	
 	 	 	Fair Value of Plan Assets	 	 	 	Fair Value of Plan Assets	 	
 	 	 		 	Weighted
Average
Target
Allocation	 		 	
 	Target
Allocation							 	
Asset Class		 	2007	 	2006			 	2007	 	2006	 	
	 	
Equities	80	%	76	%	80	%	63	%	63	%	65	%	
	 	
 	Domestic equities	45	 	41	 	41	 	 	 	 	 	 	 	
 	International equities	15	 	20	 	19	 	 	 	58	 	60	 	
	 	
 	Total equities	60	 	61	 	60	 	 	 	58	 	60	 	
	 	
 	Limited partnerships and other	15	 	11	 	13	 	 	 	—	 	—	 	
 	Real estate and REITs	5	 	4	 	7	 	 	 	5	 	5	 	
	 	
Debt securities	20	 	24	 	20	 	37	%	37	 	35	 	
	 	
 	Fixed maturities	20	 	21	 	17	 	 	 	34	 	32	 	
 	Invested cash	No target	 	3	 	3	 	 	 	3	 	3	 	
 	 	 		 	 	 		 	
Total	 	 	100	%	100	%	 	 	100	%	100	%	
 	 	 		 	 	 		 	
        No plan assets are expected to be returned to the Company during 2008.
Investment Policy and Strategy
        The U.S. investment policy, as established by the Aon Pension Plan Investment Committee, seeks reasonable asset growth at prudent risk levels within target allocations. Aon believes that plan assets are well-diversified and are of appropriate quality. The investment portfolio asset allocation is reviewed quarterly and re-balanced to within policy target allocations. The investment policy is reviewed at least annually and revised, as deemed appropriate by the Aon Pension Plan Investment Committee. The investment policies for international plans are established by the local pension plan trustees and seek to maintain the plans' ability to meet liabilities and to comply with local minimum funding requirements. Plan assets are invested, within asset allocation ranges as shown above, in diversified portfolios that provide adequate levels of return at an acceptable level of risk. The investment policies are reviewed at least annually and revised, as deemed appropriate to ensure that the objectives are being met.
Cash Flows
Contributions
        Based on current assumptions, Aon expects to contribute $8 million and $187 million, respectively, to its U.S. and international pension plans during 2008 to satisfy minimum funding requirements.
104

Estimated Future Benefit Payments
        Estimated future benefit payments for plans are as follows at December 31, 2007:

(millions)	U.S.	 	International	
	
2008	$	74	 	$	157	
2009	 	77	 	 	166	
2010	 	82	 	 	175	
2011	 	86	 	 	184	
2012	 	90	 	 	197	
2013 – 2017	 	536	 	 	1,153	
	
U.S. Other Post-Retirement Benefits
        The following table provides an overview of the accumulated projected benefit obligation, fair value of plan assets, funded status and net amount recognized as of December 31, 2007 and 2006 for the Company's other post-retirement benefit plan (in millions).

 	2007	 	2006	 	
	 	
Accumulated projected benefit obligation	$	(56	)	$	(76	)	
Fair value of plan assets	 	8	 	 	8	 	
Funded status	 	(48	)	 	(68	)	
Net amount recognized	 	(78	)	 	(82	)	
	 	
        The net periodic benefit cost recognized for the Company's other post-retirement benefit plans was $1 million, $5 million, and $6 million in 2007, 2006, and 2005, respectively. Amounts recognized in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit cost at December 31, 2007 are $5 million and $25 million of net gain and prior service credit, respectively. The amount in accumulated other comprehensive income expected to be recognized as a component of net periodic benefit cost during 2008 is $4 million of prior service credit.
        The weighted-average discount rate used to determine future benefit obligations was 6.29%, 5.85%, and 5.75% for 2007, 2006, and 2005, respectively. The weighted-average discount rate used to determine net periodic benefit cost was 5.85%, 5.75%, and 6.0% for 2007, 2006, and 2005, respectively.
        Based on current assumptions, Aon expects:
•
To contribute $6 million to fund other post-retirement benefit plans during 2008.

•
Estimated future pension benefit payments will be approximately $5 million each year for the years 2008-2012 and $20 million in aggregate for 2013-2017.
        Aon's liability for future plan cost increases for pre-65 and Medical Supplement plan coverage is limited to 5% per annum. Because of this cap, net employer trend rates for these plans are effectively limited to 5% per year in the future. During 2007, Aon recognized a plan amendment which phases out post-65 retiree coverage over the next three years. As a result, a 1% change in assumed healthcare cost trend rates has no effect on the service and interest cost components of net periodic post-retirement healthcare benefit cost or on the accumulated post-retirement benefit obligation for the measurement period ended in 2007.
105

12.  Stock Compensation Plans
        Aon's Stock Incentive Plan (as amended and restated) (the "Plan") provides for the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock and restricted stock units ("RSUs"). The annual rate at which awards are granted each year is based upon financial and competitive business conditions. The number of shares authorized to be issued under the plan is equal to 18% of the number of common shares outstanding.
Compensation expense
        Stock based compensation expense recognized during 2007 and 2006, which includes RSUs, stock options, performance plan awards and stock purchases related to the Employee Stock Purchase Plan, are based on the value of the portion of stock-based payment awards that is ultimately expected to vest during the period. Stock-based compensation expense recognized in Aon's consolidated statements of income for 2007 and 2006 includes compensation expense for stock-based payment awards granted prior to, but not yet vested as of December 31, 2005 based on the grant date fair value estimated in accordance with the pro forma provisions of Statement No. 123, and compensation expense for the stock-based payment awards granted subsequent to December 31, 2005 based on the grant date fair value estimated in accordance with the provisions of Statement No. 123(R). Because stock-based compensation expense recognized is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
        The following table summarizes stock-based compensation expense related to all stock-based payments recognized in continuing operations in the consolidated statements of income in compensation and benefits.

(millions)    Years ended December 31	2007	 	2006	 	2005	
	
RSUs	$	109	 	$	94	 	$	66	
Performance plans	 	55	 	 	24	 	 	—	
Stock options	 	22	 	 	22	 	 	2	
Employee stock purchase plan	 	3	 	 	4	 	 	—	
 		
Total stock-based compensation expense	 	189	 	 	144	 	 	68	
Tax benefit	 	64	 	 	49	 	 	25	
	
Stock-based compensation expense, net of tax	$	125	 	$	95	 	$	43	
	
106

        The following table illustrates pro forma net income and pro forma earnings per share as if Aon had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation , to stock-based employee compensation in 2005.

(millions, except per share data)	 	
	 	
Net income, as reported	$	735	 	
Add:	 	Stock-based compensation expense included in reported net income, net of tax	 	47	 	
Deduct:	 	Stock-based compensation expense determined under fair value method for all awards and options, net of tax	 	(59	)	
	 	
Pro forma net income	$	723	 	

Net income per share:	

 	
 	Basic	 	 	 	
 	 	As reported	$	2.27	 	
 	 	Pro forma	 	2.23	 	
 	
Diluted	

 	
 	 	As reported	$	2.17	 	
 	 	Pro forma	 	2.14	 	
	 	
        The fair value per share of options granted in 2005 were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:

Dividend yield	2.3	%	
Expected volatility	30.0	%	
Risk-free interest rate	4.0	%	
Expected term life beyond vesting date (in years):	1.0	 	
	 	
Stock Awards
        Stock awards, in the form of RSUs, are granted to certain executives and key employees of Aon. Prior to 2006, RSUs granted to employees were service-based. Beginning with awards granted in 2006, awards to employees may consist of performance-based RSUs and service-based RSUs. Service-based awards generally vest between five and ten years from the date of grant. For most employees, individual incentive compensation over $50,000 is partially paid in RSUs, which vest ratably over three years. Stock awards are issued as they vest. In years prior to 2006, in certain circumstances, an employee was able to elect to defer the receipt of vested shares to a later date. With certain limited exceptions, any break in continuous employment will cause forfeiture of all unvested awards. The compensation cost associated with each stock award is amortized over the service period using the straight-line method. Dividend equivalents are paid on certain service-based RSUs, based on the initial grant amount. At December 31, 2007, 2006 and 2005, the number of shares available for stock awards is included with options available for grant.
        In 2007 and 2006, performance-based RSUs were granted to certain executives and key employees, whose vesting is contingent upon meeting various individual, divisional or company-wide performance conditions, including revenue generation or growth in revenue, pretax income or earnings per share over a one- to five-year period. The performance condition is not considered in the determination of grant date fair value of these awards. Compensation cost is recognized over the performance period, and in certain cases an additional vesting period, based on management's estimate of the number of units expected to vest. Compensation cost will be adjusted to reflect the actual number of shares paid out at the end of the programs. The payout of shares under these performance-based plans may range
107

from 0-200% of the number of units granted, based on the plan. Dividend equivalents are generally not paid on the performance-based RSUs.
        Information regarding Aon's performance-based plans as of December 31, 2007 and 2006 follows:

(shares in thousands, dollars in millions)	2007	 	2006	
	
Potential RSUs to be issued based on current performance levels	 	4,860	 	 	2,560	
Shares forfeited during the year	 	109	 	 	49	
RSUs awarded during the year	 	9	 	 	30	
Unamortized expense, based on current performance levels	$	92	 	$	71	
	
        A summary of the status of Aon's non-vested stock awards is as follows:

Years ended December 31	2007	 	2006	 	2005	
	
(shares in thousands)	Shares	 	Fair
Value	 	Shares	 	Fair
Value	 	Shares	 	Intrinsic
Value	
	
Non-vested at beginning of year	12,870	 	$	28	 	11,641	 	$	25	 	8,738	 	$	28	
Granted	4,270	 	 	39	 	3,646	 	 	37	 	4,727	 	 	24	
Vested	(2,158	)	 	28	 	(1,809	)	 	25	 	(1,145	)	 	28	
Forfeited	(832	)	 	34	 	(608	)	 	27	 	(679	)	 	29	
	
Non-vested at end of year	14,150	 	$	31	 	12,870	 	$	28	 	11,641	 	$	26	
	
Stock Options
        Options to purchase common stock are granted to certain executives and key employees of Aon and its subsidiaries generally at 100% of market value on the date of grant. Generally, employees are required to complete two continuous years of service before the options begin to vest in increments until the completion of a 4-year period of continuous employment, although a number of options were granted that require five continuous years of service before all options would vest. The maximum contractual term on stock options is generally ten years from the date of grant.
        Upon adoption of Statement No. 123(R), Aon changed its method of valuation for stock options granted beginning in 2006 to a lattice-binomial option-pricing model from the Black-Scholes option-pricing model, which was previously used for Aon's pro forma information required under Statement No. 123. Lattice-based option valuation models utilize a range of assumptions over the expected term of the options. Expected volatilities are based on the average of the historical volatility of Aon's stock price and the implied volatility of traded options and Aon's stock. Aon uses historical data to estimate option exercise and employee terminations within the valuation model, stratifying between executives and key employees. The expected dividend yield assumption is based on the Company's historical and expected future dividend rate. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
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        The following weighted average assumptions were used to estimate fair value.

Year ended December 31	2007	 	2006	
	
 	Executives	 	Key
Employees	 	Executives	 	Key
Employees	
	
Weighted average volatility	 	26.4%	 	 	26.8%	 	 	30.5%	 	 	29.6%	
Expected dividend yield	 	1.6%	 	 	1.6%	 	 	2.3%	 	 	2.3%	
Risk-free rate	 	4.6%	 	 	4.6%	 	 	4.4%	 	 	4.6%	
	
Weighted average estimated fair value	$	10.36	 	$	11.69	 	$	11.08	 	$	10.75	
	
        The expected life of employee stock options represents the weighted-average period stock options are expected to remain outstanding and is a derived output of the lattice-binomial model. The expected life of option grants made during both 2007 and 2006 were 5 years for executives and 6 years for key employees.
        A summary of the status of Aon's stock options and related information are as follows:

Years ended December 31	2007	 	2006	 	2005	
	
(shares in thousands)	Shares	 	Weighted-
Average
Exercise
Price	 	Shares	 	Weighted-
Average
Exercise
Price	 	Shares	 	Weighted-
Average
Exercise
Price	
	
Beginning outstanding	32,889	 	$	30	 	34,851	 	$	29	 	33,400	 	$	29	
Granted	2,012	 	 	40	 	2,905	 	 	39	 	6,223	 	 	24	
Exercised	(7,903	)	 	29	 	(4,007	)	 	27	 	(2,396	)	 	24	
Forfeited and expired	(519	)	 	32	 	(860	)	 	29	 	(2,376	)	 	28	
	
Ending outstanding	26,479	 	 	31	 	32,889	 	 	30	 	34,851	 	 	29	
	
Exercisable at end of year	14,880	 	 	31	 	18,411	 	 	32	 	18,371	 	 	32	
	
Shares available for grant	9,795	 	 	 	 	6,359	 	 	 	 	10,322	 	 	 	
	
        A summary of options outstanding and exercisable as of December 31, 2007 is as follows (shares in thousands):

 	 	Options Outstanding	 	Options Exercisable	
 	 		 		
Range of
Exercise
Prices	 	Shares
Outstanding	 	Weighted-
Average
Remaining
Contractual
Life (years)	 	Weighted
Average
Exercise
Price	 	Shares
Exercisable	 	Weighted-
Average
Remaining
Contractual
Life (years)	 	Weighted
Average
Exercise
Price	
	 		 		
$14.92 – $22.86	 	4,525	 	5.62	 	$	20.99	 	3,660	 	 	 	$	20.65	
  22.94 –   25.51	 	5,538	 	5.78	 	 	24.60	 	1,984	 	 	 	 	23.96	
  25.70 –   30.78	 	4,147	 	5.98	 	 	27.33	 	1,172	 	 	 	 	28.11	
  31.19 –   35.73	 	4,304	 	4.19	 	 	34.41	 	3,115	 	 	 	 	34.04	
  35.76 –   41.20	 	4,678	 	4.63	 	 	38.08	 	2,688	 	 	 	 	37.50	
  41.37 –   47.88	 	3,287	 	2.86	 	 	43.38	 	2,261	 	 	 	 	43.40	
	 		 		
$14.92 – $47.88	 	26,479	 	4.96	 	$	30.71	 	14,880	 	3.60	 	$	30.98	
	 		 		
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        The aggregate intrinsic value represents the total pretax intrinsic value, based on options with an exercise price less than the Company's closing stock price of $47.69 as of December 31, 2007, which would have been received by the option holders had those option holders exercised their options as of that date. At December 31, 2007, the aggregate intrinsic value of options outstanding was $449 million, of which $249 million was exercisable.
        The aggregate intrinsic value of options exercised during 2007, 2006 and 2005 was $83 million, $45 million and $20 million, respectively.
        Unamortized deferred compensation expense, which includes both options and awards, amounted to $321 million as of December 31, 2007, with a remaining weighted-average amortization period of approximately 2.2 years.
        Cash received from the exercise of stock options was $230 million, $121 million, and $63 million during 2007, 2006, 2005, respectively. The tax benefit realized from stock options exercised was $29 million, $14 million and $3 million in 2007, 2006 and 2005, respectively.
        During 2007, a majority of option exercises and award vestings were satisfied through the reissuance of treasury shares.
Employee Stock Purchase Plan
United States
        Aon has an employee stock purchase plan that provides for the purchase of a maximum of 7.5 million shares of Aon's common stock by eligible U.S. employees. Under the plan, shares of Aon's common stock may be purchased at 3-month intervals at 85% of the lower of the fair market value of the common stock on the first or the last day of each 3-month period. In 2007, 2006, and 2005, 405,000 shares, 457,000 shares and 697,000 shares, respectively, were issued to employees under the plan. Compensation expense recognized was approximately $3 million in both 2007 and 2006. There was no compensation expense associated with this plan in 2005.
United Kingdom
        Aon also has an employee stock purchase plan that for 2006, provided for the purchase of a maximum of 525,000 shares of Aon common stock by eligible U.K. employees after a 3-year period and which is similar to the U.S. plan described above. The number of shares eligible for purchase is approved by Aon's Board of Directors on a yearly basis and for 2007 no opportunity for purchase occurred. In 2007, less than 1,000 shares were issued under the plan. No shares were issued under the plan in 2006 or 2005. In 2007 and 2006, compensation expense recognized was less than $1 million each year. There was no compensation expense associated with this plan in 2005.
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13.  Financial Instruments
Financial Risk Management
        Aon is exposed to market risk from changes in foreign currency exchange rates, interest rates and equity security prices. To manage the risk related to these exposures, Aon enters into various derivative transactions. The derivatives have the effect of reducing Aon's market risks by creating offsetting market exposures. Aon does not enter into derivative transactions for trading purposes.
        Derivative transactions are governed by a uniform set of policies and procedures covering areas such as authorization, counterparty exposure and hedging practices. Positions are monitored using techniques such as market value and sensitivity analyses.
        Certain derivatives also give rise to credit risks from the possible non-performance by counterparties. The credit risk is generally limited to the fair value of those contracts that are favorable to Aon. Aon has limited its credit risk by using master netting agreements, entering into non-exchange-traded derivatives with highly rated major financial institutions and by using exchange-traded instruments. Aon closely monitors the credit-worthiness of, and exposure to, its counterparties. At December 31, 2007 and 2006, Aon placed cash and securities relating to these derivative contracts in escrow amounting to $5 million and $9 million, respectively.
Accounting Policy for Derivative Instruments
        All derivative instruments are recognized in the consolidated statements of financial position at fair value. Unless otherwise noted, derivative instruments with a positive fair value are reported in receivables and derivative instruments with a negative fair value are reported in other current liabilities in the consolidated statements of financial position. Where Aon has entered into master netting agreements with counterparties, the derivative positions are netted by program and are reported accordingly in receivables or other current liabilities. Changes in the fair value of derivative instruments are recognized immediately in earnings, unless the derivative is designated as a hedge and qualifies for hedge accounting.
        FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, identifies three hedging relationships where a derivative (hedging instrument) may qualify for hedge accounting: (i) a hedge of the change in fair value of a recognized asset or liability or firm commitment ("fair value hedge"), (ii) a hedge of the variability in cash flows from a recognized variable-rate asset or liability or forecasted transaction ("cash flow hedge"), and (iii) a hedge of the net investment in a foreign subsidiary ("net investment hedge"). Under hedge accounting, recognition of derivative gains and losses can be matched in the same period with that of the hedged exposure and thereby minimize earnings volatility.
        In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a fair value, cash flow, or a net investment hedge by documenting the relationship between the derivative and the hedged item. The documentation will include a description of the hedging instrument, the hedge item, the risk being hedged, Aon's risk management objective and strategy for undertaking the hedge, the method for assessing the effectiveness of the hedge, and the method for measuring hedge ineffectiveness. Additionally, the hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged item at both inception of the hedge and on an ongoing basis. Aon assesses the ongoing effectiveness of its hedges and measures and records hedge ineffectiveness at the end of each quarter.
        For a fair value hedge, the change in fair value of the hedging instrument and the change in fair value of the hedged item attributable to the risk being hedged are both recognized currently in earnings. Aon did not enter into any fair value hedges in 2007. For a cash flow hedge, the effective portion of the change in fair value of a hedging instrument is recognized in OCI and subsequently
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reclassified to income when the hedged item affects earnings. The ineffective portion of the change in fair value of a cash flow hedge is recognized immediately in earnings. For a net investment hedge, the effective portion of the change in fair value of the hedging instrument is reported in OCI as part of the cumulative translation adjustment, while the ineffective portion is recognized immediately in earnings.
        Changes in the fair value of a derivative that is not designated as an accounting hedge (known as an "economic hedge") are recorded in either investment income or other general expenses (depending on the hedged exposure) in the current period's consolidated statement of income.
        Aon discontinues hedge accounting prospectively when (1) the derivative expires or is sold, terminated, or exercised, (2) it determines that the derivative is no longer effective in offsetting changes in the hedged item's fair value or cash flows, (3) a hedged forecasted transaction is no longer probable of occurring in the time period described in the hedge documentation, (4) the hedged item matures or is sold, or (5) management elects to discontinue hedge accounting voluntarily.
        When hedge accounting is discontinued because the derivative no longer qualifies as a fair value hedge, Aon will continue to carry the derivative in the consolidated statements of financial position at its fair value, recognize subsequent changes in the fair value of the derivative in current-period earnings, cease to adjust the hedged asset or liability for changes in its fair value, and begin to amortize the hedged item's cumulative basis adjustment into earnings over the remaining life of the hedged item using a method that approximates the level-yield method.
        When hedge accounting is discontinued because the derivative no longer qualifies as a cash flow hedge, Aon will continue to carry the derivative in the consolidated statements of financial position at its fair value, recognize subsequent changes in the fair value of the derivative in current-period earnings, and continue to defer the derivative gain or loss in accumulated OCI until the hedged forecasted transaction affects earnings. If the hedged forecasted transaction is probable of not occurring in the time period described in the hedge documentation or within a two month period of time thereafter, the deferred derivative gain or loss would be reclassified immediately to earnings.
Foreign Exchange Risk Management
        Certain of Aon's foreign brokerage subsidiaries, primarily in the U.K., receive revenues in currencies (primarily in U.S. dollars) that differ from their functional currencies. The foreign subsidiary's functional currency revenue will fluctuate as the currency exchange rates change. To reduce this variability, Aon uses foreign exchange forwards and over-the-counter options to hedge the foreign exchange risk of the forecasted revenue for up to a maximum of three years in the future. Aon has designated these derivatives as cash flow hedges of its forecasted foreign currency denominated revenue. As of December 31, 2007, a $9 million pretax gain has been deferred to OCI, $10 million of which is expected to be reclassified to earnings as an adjustment to other general expenses in 2008. Deferred gains or losses will be reclassified from OCI to other general expenses when the hedged revenue is recognized. The hedge had no material ineffectiveness in either 2007 or 2006. For the year ended December 31, 2007, the Company recognized immaterial losses on cash flow hedges that were discontinued due to forecast revisions. Aon also uses forward contracts, which have not been designated as hedges for accounting purposes, to hedge economic risks that arise from fluctuations in the currency exchange rates. Changes in the fair value of these derivatives are recorded in other general expenses in the consolidated statements of income.
        Aon uses over-the-counter basket options to reduce the impact of foreign currency fluctuations on the translation of the financial statements of Aon's foreign operations. These derivatives are not eligible for hedge accounting treatment and changes in the fair value of these derivatives are recorded in other general expenses in the consolidated statements of income.
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        Aon also uses foreign currency forward contracts to offset foreign exchange risk associated with foreign denominated (primarily British pounds) intercompany notes. These derivatives were not designated as a hedge because changes in their fair value were largely offset in earnings by remeasuring the notes for changes in spot exchange rates. Changes in the fair value of these derivatives were recorded in other general expenses in the consolidated statements of income.
        Aon also uses foreign currency forward contracts to hedge certain of its net investments in foreign underwriting operations (primarily Canadian dollar, Euro and British pound). During 2007 and 2006, this hedge had no ineffectiveness, and a $26 million and $24 million cumulative pretax loss has been included in OCI at December 31, 2007 and 2006, respectively.
        In 2005, Aon subsidiaries entered into cross-currency swaps to hedge the foreign currency risks associated with foreign denominated fixed-rate term intercompany borrowings. These swaps have been designated as cash flow hedges. As of December 31, 2007, an $8 million pretax gain had been deferred to OCI, of which a $2 million pretax loss is expected to be reclassified to earnings in 2008 as an adjustment to interest expense. The reclassification from OCI will offset the related transaction gain or loss arising from the remeasurement of the borrowing due to changes in spot exchange rates and to record interest income at the interest rate implicit in the derivative. This hedge had no material ineffectiveness in 2007 or 2006.
        Several of Aon's subsidiaries have negotiated outsourcing service agreements in currencies that differ from their functional currencies; primarily the Philippine Peso and the Indian Rupee. The subsidiary's functional currency expense will fluctuate as the currency exchange rates change. To reduce this variability, Aon uses foreign exchange forwards to hedge the foreign exchange risk of the forecasted expense for the life of the contract or up to six years. Aon has designated these derivatives as cash flow hedges of its forecasted foreign currency denominated expense. As of December 31, 2007, a $3 million pretax gain has been deferred to OCI, $1 million of which is expected to be reclassified to earnings as an adjustment to other general expenses in 2008. Deferred gains or losses will be reclassified from OCI to other general expenses when the hedged revenue is recognized. The hedge did not have any ineffectiveness in 2007.
Interest Rate Risk Management
        Aon enters into receive-fixed-pay-floating interest rate swaps which are designated as cash flow hedges of the interest rate risk of a portion of Aon's U.S. dollar and Euro denominated brokerage funds held on behalf of U.S., European, and U.K. clients and other U.S., European, and U.K. operating funds. Forecasted deposit balances are hedged up to a maximum of three years into the future. Changes in the fair value of the swaps are recorded in OCI and will be reclassified to earnings as an adjustment to investment income over the term of the swap. As of December 31, 2007, a $16 million pretax gain related to this hedge was recorded in OCI, $2 million of which is expected to be reclassified to investment income in 2008. This hedge had no material ineffectiveness in 2007 or 2006.
Premium Financing Operations
        Certain of Aon's U.S., U.K., Canadian and Australian subsidiaries originate short-term loans (generally with terms of 12 months or less) to businesses to finance their insurance premium obligations, and then sell these premium finance agreements in securitization transactions that meet the criteria for sale accounting under FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities . These sales involve SPEs, which are considered qualified special purpose entities ("QSPEs") according to Statement No. 140 and multi-seller, non-qualified bank commercial paper conduit SPEs ("Bank SPEs") that are variable interest entities
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according to FIN 46. Statement No. 140 provides that a QSPE should not be consolidated in the financial statements of a transferor or its affiliates (Aon's subsidiaries).
        The Company has analyzed qualitative and quantitative factors related to Aon subsidiaries' interests in the Bank SPEs and has determined that these subsidiaries are not the sponsors of the Bank SPEs. Additionally, independent third parties (i) have made substantial equity investments in the Bank SPEs, (ii) have voting control of the Bank SPEs, and (iii) generally bear the risks and rewards of ownership of the assets of the Bank SPEs. Aon has concluded that non-consolidation of the Bank SPEs is appropriate in accordance with FIN 46 given that the subsidiaries do not have significant variable interests.
        Through the securitization agreements, Aon, or one of its QSPEs, sells undivided interests in specified premium finance agreements to the Bank SPEs. The aggregate amount advanced on premium finance agreements sold to the Bank SPEs at any one time is limited by the securitization agreements to a maximum of $1.8 billion at both December 31, 2007 and 2006. The Bank SPEs had advanced $1.5 billion and $1.7 billion at December 31, 2007 and 2006, respectively. The origination and sale of eligible premium finance agreements that are sold to the Bank SPEs increase available advances, and collections (administered by Aon) on previously sold agreements reduce available advances.
        Aon records gains associated with the sale of receivables. When Aon calculates the gains, all anticipated fees related to this facility are included. The gains included in commissions, fees and other in the consolidated statements of income were $64 million, $63 million and $65 million for the years ended December 31, 2007, 2006 and 2005, respectively.
        Aon records at fair value its retained interest in the sold premium finance agreements, and reports it in receivables in the consolidated statements of financial position. Aon also retains servicing rights for sold agreements and earns servicing fee income over the servicing period. The servicing fees are included in the gain/loss calculation. At December 31, 2007 and 2006, the fair value of the servicing rights approximates the estimated costs to service the receivables and accordingly, Aon has not recorded any servicing assets or liabilities related to this servicing activity.
        Aon estimates fair value by discounting estimated future cash flows from its retained interest in the sold receivables using discount rates that approximate current market rates and expected future prepayment rates.
        The Bank SPEs bear the credit risks on the receivables, subject to limited recourse in the form of over-collateralization required on the sale of the receivables.
        All but the Australian facility require Aon to maintain consolidated net worth, as defined, of at least $2.5 billion, consolidated EBITDA to consolidated net interest of at least 4 to 1 and consolidated indebtedness to consolidated EBITDA of no more than 3 to 1.
        Aon intends to renew the conduit facilities when they expire. If there were adverse bank, regulatory, tax or accounting rule changes, Aon's access to the conduit facilities and special purpose vehicles would be restricted. Following the appropriate accounting standards, these special purpose vehicles are not included in Aon's consolidated financial statements.
Fair Value of Financial Instruments
        Accounting standards require the disclosure of fair values for certain financial instruments. The fair value disclosures are not intended to encompass various other non-financial instruments or other intangible assets related to Aon's business. Accordingly, care should be exercised in deriving conclusions about Aon's business or financial condition based on the fair value disclosures. The basis for determining the fair value of financial instruments is discussed in Note 1. The carrying value approximates or equals fair value for the following instruments: cash, receivables, short-term
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investments, fixed maturity investments, equity securities, other investments, derivative assets and liabilities, insurance premiums payable, short-term debt and accounts payable and accrued liabilities. The following table discloses the Company's financial instruments where the carrying amounts and fair values differ:

(millions)    As of December 31
	 	2007	 	2006	
	
 	 	Carrying
Value	 	Fair
Value	 	Carrying
Value	 	Fair
Value	
	
Long-term debt	 	$	1,893	 	$	1,920	 	$	2,243	 	$	2,561	
Guarantees and Indemnifications
        Aon provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable which are deemed to be probable and estimable are accrued in Aon's consolidated financial statements.
        Guarantees associated with Aon's limited partnership securitization are disclosed in Note 6. Indemnities related to discontinued operations are disclosed in Note 5. Guarantees with respect to reinsurance recoverables associated with the sale of AWG are disclosed in Note 9.
        Aon and its subsidiaries have issued letters of credit to cover contingent payments of approximately $4 million for taxes and other business obligations to third parties. Amounts are accrued in the consolidated financial statements for these letters of credit to the extent they are probable and estimable.
        Aon has certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. Costs associated with these guarantees, to the extent estimable and probable, are provided in Aon's allowance for doubtful accounts. The maximum exposure with respect to such contractual contingent guarantees was approximately $15 million at December 31, 2007.
        Aon expects that as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.
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14.  Goodwill and Other Intangible Assets
        Goodwill represents the excess of cost over the fair market value of the net assets acquired. Goodwill is allocated to various reporting units, which are one reporting level below the operating segment. Goodwill is not amortized but is instead subject to impairment testing at least annually. The impairment testing requires Aon to compare the fair value of its reporting units to their carrying value to determine if there is potential impairment of goodwill. If the fair value of a reporting unit is less than its carrying value at the valuation date, an impairment loss would be recorded to the extent that the implied fair value of the goodwill within the reporting unit is less than the recorded amount of goodwill. Fair value is estimated based on various valuation approaches. In the fourth quarter 2007 and 2006, Aon completed its annual impairment review that affirmed there was no impairment as of October 1 (the annual evaluation date).
        When a business entity is sold, goodwill is allocated to the disposed entity based on the fair value of that entity compared to the fair value of the reporting unit in which it is included.
        The changes in the net carrying amount of goodwill by operating segment for the years ended December 31, 2007 and 2006, respectively, are as follows:

(millions)	 	Risk and
Insurance
Brokerage
Services	 	Consulting	 	Total	 	
	 	
Balance as of January 1, 2007	 	$	4,142	 	$	379	 	$	4,521	 	
Goodwill acquired	 	 	155	 	 	1	 	 	156	 	
Goodwill related to disposals	 	 	(11	)	 	—	 	 	(11	)	
Foreign currency revaluation	 	 	261	 	 	8	 	 	269	 	
	 	
Balance as of December 31, 2007	 	$	4,547	 	$	388	 	$	4,935	 	
	 	
Balance as of January 1, 2006	 	$	3,753	 	$	378	 	$	4,131	 	
Goodwill acquired	 	 	124	 	 	1	 	 	125	 	
Goodwill related to disposals	 	 	(11	)	 	—	 	 	(11	)	
Foreign currency revaluation	 	 	276	 	 	—	 	 	276	 	
	 	
Balance as of December 31, 2006	 	$	4,142	 	$	379	 	$	4,521	 	
	 	
        Other intangible assets are classified into two categories:
•
"Customer Related and Contract Based" include client lists as well as non-compete covenants, and

•
"Marketing, Technology and Other" are all other purchased intangibles not included in the preceding categories.
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        Other intangible assets by asset class are as follows:

(millions)	 	Customer
Related and
Contract Based	 	Marketing,
Technology
and Other	 	Total	
	
As of December 31, 2007	 	 	 	 	 	 	 	 	 	
 	Gross carrying amount	 	$	206	 	$	332	 	$	538	
 	Accumulated amortization	 	 	168	 	 	166	 	 	334	
	
 	Net carrying amount	 	$	38	 	$	166	 	$	204	
	
As of December 31, 2006	 	 	 	 	 	 	 	 	 	
 	Gross carrying amount	 	$	232	 	$	245	 	$	477	
 	Accumulated amortization	 	 	203	 	 	129	 	 	332	
	
 	Net carrying amount	 	$	29	 	$	116	 	$	145	
	
        The cost of other intangible assets is being amortized over a range of 2 to 10 years, with a weighted average original life of 8 years. Amortization expense for intangible assets for the years ending December 31, 2008, 2009, 2010, 2011 and 2012 is estimated to be $37 million, $35 million, $32 million, $28 million and $20 million, respectively.
        When impairment indicators arise, Aon assesses the recoverability of its intangible assets through an analysis of expected future cash flows.
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15.  Contingencies
        Aon and its subsidiaries are subject to numerous claims, tax assessments, lawsuits and proceedings that arise in the ordinary course of business. The damages claimed in these matters are or may be substantial, including, in many instances, claims for punitive, treble or extraordinary damages. Aon has purchased errors and omissions ("E&O") insurance and other appropriate insurance to provide protection against losses that arise in such matters. Accruals for these items, and related insurance receivables, when applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable. These accruals and receivables are adjusted from time to time as developments warrant. Amounts related to settlement provisions are recorded in other general expenses in the consolidated statements of income.
        In 2004, Aon, other insurance brokers, insurers and numerous other industry participants received subpoenas and other requests for information from the office of the Attorney General of the State of New York and from other states relating to certain practices in the insurance industry. On March 4, 2005, Aon entered into an agreement (the "Settlement Agreement") with 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 and the Director of the Division of Insurance, Illinois Department of Financial and Professional Regulation (collectively, the "State Agencies") to resolve all the issues related to investigations conducted by the State Agencies. The 2005 Settlement Agreement, under which Aon distributed funds to certain clients and implemented business reforms, has been described in detail in Aon's previous financial filings. Aon has also entered into a comprehensive settlement agreement, under the auspices of the NAIC, with numerous other states that incorporate these same business reforms.
        Purported clients have also filed civil litigation against Aon and other companies under a variety of laws and legal theories relating to broker compensation practices and other issues under investigation by New York and other states. As previously reported, a putative class action styled Daniel v. Aon (Affinity) has been pending in the Circuit Court of Cook County, Illinois since August 1999. In March 2005, the Court gave preliminary approval to a nationwide class action settlement under which Aon agreed to pay a total of $38 million to its policyholders. The Court granted final approval to the settlement in March 2006. Parties that objected to the settlement have appealed.
        Beginning in June 2004, a number of other putative class actions were filed against Aon and other companies by purported classes of clients under a variety of legal theories, including state tort, contract, fiduciary duty, antitrust and statutory theories and federal antitrust and Racketeer Influenced and Corrupt Organizations Act ("RICO") theories. The federal actions were consolidated in the U.S. District Court for the District of New Jersey, and a state court collective action was filed in California. In the New Jersey actions, the Court dismissed plaintiffs' federal antitrust and RICO claims in separate orders in August and October 2007, respectively. Plaintiffs have appealed these dismissals. Aon believes it has meritorious defenses in all of these cases and intends to vigorously defend itself against these claims. The outcome of these lawsuits, and any losses or other payments that may occur as a result, cannot be predicted at this time.
        Beginning in late October 2004, several putative securities class actions were filed against Aon in the U.S. District Court for the Northern District of Illinois. Also beginning in late October 2004, several putative ERISA class actions were filed against Aon in the U.S. District Court for the Northern District of Illinois. Aon believes it has meritorious defenses in all of these cases and intends to vigorously defend itself against these claims. The outcome of these lawsuits, and any losses or other payments that may occur as a result, cannot be predicted at this time. With respect to the various securities and ERISA class actions, we are unable to estimate a range of possible losses, as these actions have not yet progressed to the stages where damages, if any, can be estimated.
118

        Following inquiries from regulators, the Company commenced an internal review of its compliance with certain U.S. and non-U.S. anti-bribery laws, including the U.S. Foreign Corrupt Practices Act ("FCPA"). An outside law firm with significant experience in the area is overseeing the review. Certain governmental agencies, including the U.K. Financial Services Authority, the City of London police, the U.S. Securities and Exchange Commission, and the U.S. Department of Justice, are also investigating these matters. Aon is fully cooperating with these investigations, and has agreed with the U.S. agencies to toll any applicable statute of limitations pending completion of the investigations. Based on current information, the Company is unable to predict at this time when these matters will be concluded, or what regulatory or other outcomes may result.
        A financial institution in the U.K. called Standard Life Assurance Ltd. brought an action in London Commercial Court against Aon seeking more than £50 million ($99 million at December 31, 2007 exchange rates) for alleged errors or omissions in the placement of a professional indemnity policy with certain underwriters. In a decision issued on February 13, 2008, the court construed the relevant policy language to excuse underwriters from paying Standard Life and concluded that Aon was negligent in not seeking changes to the language. The court granted Aon leave to file an interlocutory appeal on these issues and stated in granting leave that the issue in the case was a "difficult question of construction on which views may legitimately differ." Aon believes that the decision is incorrect, is appealing this decision and, if the appeal is unsuccessful, will vigorously contest other issues that have not yet been litigated in the Commercial Court. Aon further believes that, as a result of an indemnity given to Aon by a third party, Aon may be entitled to indemnification in whole or part should it ultimately suffer a loss in this matter. Because of the uncertainty inherent in the appeals process, the ability to contest issues in subsequent proceedings, the potential indemnity, and potential recoveries from Aon's errors and omissions insurance, Aon is unable to predict at this time the probable loss, if any, from this matter.
        Although the ultimate outcome of all matters referred to above cannot be ascertained, and liabilities in indeterminate amounts may be imposed on Aon or its subsidiaries, on the basis of present information, amounts already provided, availability of insurance coverages and legal advice received, it is the opinion of management that the disposition or ultimate determination of such claims will not have a material adverse effect on the consolidated financial position of Aon. However, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by an unfavorable resolution of these matters.
119

16.  Segment Information
        Aon classifies its businesses into two operating segments: Risk and Insurance Brokerage Services and Consulting. Unallocated income and expenses, when combined with the operating segments and after the elimination of intersegment revenues, totals to the amounts in the accompanying consolidated financial statements. Results relating to Aon's accident, health and life operations, which were previously reported in a separate Insurance Underwriting segment, have been reclassified to discontinued operations for all periods presented. The remaining operations that were previously reported in the Insurance Underwriting segment, which relate to property and casualty insurance that is in runoff, are now included in unallocated income and expense for all periods presented.
        The accounting policies of the operating segments are the same as those described in Note 1, except that the disaggregated financial results have been prepared using a management approach, which is consistent with the basis and manner in which Aon senior management internally disaggregates financial information for the purposes of assisting in making internal operating decisions. Aon evaluates performance based on stand-alone operating segment income before income taxes and generally accounts for intersegment revenue as if the revenue were from third parties, that is, considered by management to be at current market prices.
        Revenues are generally attributed to geographic areas based on the location of the resources producing the revenues. Intercompany revenues and expenses are eliminated in computing consolidated revenues and other general expenses.
        Consolidated revenue by geographic area is as follows:

(millions)	 	Total	 	United States	 	Americas other than U.S.	 	United Kingdom	 	Europe,
Middle East,
& Africa	 	Asia Pacific	
	
Years ended December 31	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	2007	 	$	7,471	 	$	2,855	 	$	809	 	$	1,305	 	$	1,876	 	$	626	
 	2006	 	 	6,881	 	 	2,789	 	 	723	 	 	1,172	 	 	1,636	 	 	561	
 	2005	 	 	6,651	 	 	2,726	 	 	646	 	 	1,226	 	 	1,530	 	 	523	
	
        The Risk and Insurance Brokerage Services segment consists principally of Aon's retail and reinsurance brokerage operations, as well as related insurance services, including underwriting management, captive insurance company management services, and premium financing.
        The Consulting segment provides a broad range of consulting services. These services are delivered predominantly to corporate clientele utilizing two subsegments (Consulting Services and Outsourcing) that operate in the following practice areas: Consulting Services—employee benefits, compensation, management consulting, communications, strategic human resource consulting and financial advisory and litigation consulting, and Outsourcing—human resource outsourcing.
120

        Revenue by subsegment is as follows:

(millions)    Years ended December 31	 	2007	 	2006	 	2005	 	
	 	
Risk management and insurance brokerage:	 	 	 	 	 	 	 	 	 	 	
 	Americas	 	$	2,405	 	$	2,319	 	$	2,139	 	
 	United Kingdom	 	 	815	 	 	732	 	 	792	 	
 	Europe, Middle East & Africa	 	 	1,375	 	 	1,177	 	 	1,150	 	
 	Asia Pacific	 	 	506	 	 	478	 	 	441	 	
Reinsurance brokerage and related services	 	 	958	 	 	922	 	 	845	 	
 	 		 	
 	Total Risk and Insurance Brokerage Services	 	 	6,059	 	 	5,628	 	 	5,367	 	
Consulting services	 	 	1,117	 	 	989	 	 	981	 	
Outsourcing	 	 	235	 	 	293	 	 	274	 	
 	 		 	
 	Total Consulting	 	 	1,352	 	 	1,282	 	 	1,255	 	
 	 	Intersegment revenues	 	 	(29	)	 	(59	)	 	(46	)	
 	 		 	
Total operating segments	 	 	7,382	 	 	6,851	 	 	6,576	 	
Unallocated income	 	 	89	 	 	30	 	 	75	 	
	 	
Total revenue	 	$	7,471	 	$	6,881	 	$	6,651	 	
	 	
        Selected information for Aon's operating segments is as follows:

 	 	Risk and Insurance
Brokerage Services
	 	 	 	 	 	 	
 			 	Consulting
	
(millions)    Years ended December 31					
	 	2007	 	2006	 	2005	 	2007	 	2006	 	2005	
	
Revenue by geographic area:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	United States	 	$	2,159	 	$	2,133	 	$	1,982	 	$	657	 	$	708	 	$	730	
 	Americas, other than U.S.	 	 	661	 	 	586	 	 	530	 	 	121	 	 	113	 	 	100	
 	United Kingdom	 	 	1,036	 	 	946	 	 	1,021	 	 	275	 	 	228	 	 	206	
 	Europe, Middle East & Africa	 	 	1,636	 	 	1,439	 	 	1,344	 	 	240	 	 	197	 	 	186	
 	Asia Pacific	 	 	567	 	 	524	 	 	490	 	 	59	 	 	36	 	 	33	
	
 	 	Total revenues (1)	 	 	6,059	 	 	5,628	 	 	5,367	 	 	1,352	 	 	1,282	 	 	1,255	
Compensation and benefits	 	 	3,498	 	 	3,362	 	 	3,253	 	 	823	 	 	811	 	 	780	
Other general expenses (2)	 	 	1,524	 	 	1,425	 	 	1,412	 	 	340	 	 	351	 	 	365	
	
 	 	Total expenses	 	 	5,022	 	 	4,787	 	 	4,665	 	 	1,163	 	 	1,162	 	 	1,145	
	
 	 	Income before income tax	 	$	1,037	 	$	841	 	$	702	 	$	189	 	$	120	 	$	110	
	
Identifiable assets at December 31	 	$	12,783	 	$	12,869	 	$	12,500	 	$	305	 	$	348	 	$	319	
(1)
Excludes the elimination of intersegment revenues and expenses of $29 million, $59 million and $46 million for 2007, 2006 and 2005, respectively.

(2)
Includes depreciation and amortization expense.
        Unallocated income consists of investment income from equity, fixed-maturity and short-term investments. These investments may also include non-income producing equities.
        Unallocated expenses include administrative costs not attributable to the operating segments, such as corporate governance costs. Interest expense represents the cost of worldwide debt obligations.
        Aon has ceased writing property and casualty insurance. Property & Casualty represents revenue and related expenses of the remaining runoff operations.
121

        A reconciliation of segment income before tax to income from continuing operations before provision for income tax is as follows:

(millions)    Years ended December 31
	 	2007	 	2006	 	2005	 	
	 	
Risk and Insurance Brokerage Services	 	$	1,037	 	$	841	 	$	702	 	
Consulting	 	 	189	 	 	120	 	 	110	 	
 	 		 	
 	Segment income before income tax	 	 	1,226	 	 	961	 	 	812	 	
Unallocated investment income	 	 	81	 	 	15	 	 	5	 	
Unallocated expenses	 	 	(132	)	 	(106	)	 	(112	)	
Property & Casualty — revenue	 	 	8	 	 	15	 	 	70	 	
Property & Casualty — expenses	 	 	(21	)	 	(93	)	 	(73	)	
Interest expense	 	 	(138	)	 	(129	)	 	(125	)	
 	 		 	
Income from continuing operations before provision for income tax	 	$	1,024	 	$	663	 	$	577	 	
	 	
        Selected information for Aon's investment income is as follows:

(millions)    Years ended December 31	 	2007	 	2006	 	2005	
	
Risk and Insurance Brokerage Services (primarily short-term investments)	 	$	206	 	$	196	 	$	129	
Consulting (primarily short-term investments)	 	 	9	 	 	5	 	 	4	
Unallocated (primarily equity, other investments and limited partnerships)	 	 	86	 	 	20	 	 	11	
 	 		
Total investment income	 	$	301	 	$	221	 	$	144	
	
122

17.  Quarterly Financial Data (Unaudited)
        Selected quarterly financial data for the years ended December 31, 2007 and 2006 are as follows (in millions, except per share data):

 	 	1Q	 	2Q	 	3Q	 	4Q	 	2007	
	
INCOME STATEMENT DATA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Commissions, fees and other	 	$	1,729	 	$	1,776	 	$	1,698	 	$	1,967	 	$	7,170	
 	Investment income	 	 	69	 	 	90	 	 	77	 	 	65	 	 	301	
 	 		
 	 	Total revenue	 	$	1,798	 	$	1,866	 	$	1,775	 	$	2,032	 	$	7,471	
 	 		
 	Income from continuing operations	 	$	165	 	$	183	 	$	134	 	$	190	 	$	672	
 	Income from discontinued operations	 	 	48	 	 	57	 	 	70	 	 	17	 	 	192	
 	 		
 	Net income	 	$	213	 	$	240	 	$	204	 	$	207	 	$	864	
	
PER SHARE DATA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Diluted:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Income from continuing operations	 	$	0.51	 	$	0.57	 	$	0.42	 	$	0.59	 	$	2.10	
 	 	Income from discontinued operations	 	 	0.15	 	 	0.18	 	 	0.22	 	 	0.05	 	 	0.59	
 	 		
 	 	Net income	 	$	0.66	 	$	0.75	 	$	0.64	 	$	0.64	 	$	2.69	
 	 		
 	Basic:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Income from continuing operations	 	$	0.55	 	$	0.62	 	$	0.45	 	$	0.63	 	$	2.25	
 	 	Income from discontinued operations	 	 	0.16	 	 	0.19	 	 	0.24	 	 	0.06	 	 	0.65	
 	 		
 	 	Net income	 	$	0.71	 	$	0.81	 	$	0.69	 	$	0.69	 	$	2.90	
	
COMMON STOCK DATA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Dividends paid per share	 	$	0.15	 	$	0.15	 	$	0.15	 	$	0.15	 	$	0.60	
 	Stockholders' equity per share	 	 	17.92	 	 	18.25	 	 	19.24	 	 	20.42	 	 	20.42	
 	Price range	 	 	39.27-34.30	 	 	44.26-37.73	 	 	45.14-39.71	 	 	51.32-42.23	 	 	51.32-34.30	
 	Shares outstanding	 	 	293.6	 	 	292.8	 	 	291.8	 	 	304.6	 	 	304.6	
 	Average monthly trading volume	 	 	22.4	 	 	23.7	 	 	23.4	 	 	18.9	 	 	22.1	

 	
 	
1Q	
 	
2Q	
 	
3Q	
 	
4Q	
 	
2006	
	
INCOME STATEMENT DATA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Commissions, fees and other	 	$	1,610	 	$	1,644	 	$	1,581	 	$	1,825	 	$	6,660	
 	Investment income	 	 	59	 	 	51	 	 	55	 	 	56	 	 	221	
 	 		
 	 	Total revenue	 	$	1,669	 	$	1,695	 	$	1,636	 	$	1,881	 	$	6,881	
 	 		
 	Income from continuing operations	 	$	136	 	$	121	 	$	47	 	$	143	 	$	447	
 	Income from discontinued operations	 	 	61	 	 	72	 	 	59	 	 	80	 	 	272	
 	Cumulative effect of change in accounting	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	principle, net of tax (1)	 	 	1	 	 	—	 	 	—	 	 	—	 	 	1	
 	 		
 	Net income	 	$	198	 	$	193	 	$	106	 	$	223	 	$	720	
	
PER SHARE DATA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Diluted:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Income from continuing operations	 	$	0.40	 	$	0.36	 	$	0.15	 	$	0.43	 	$	1.33	
 	 	Income from discontinued operations	 	 	0.17	 	 	0.21	 	 	0.17	 	 	0.24	 	 	0.80	
 	 	Cumulative effect of change in accounting	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	principle (1)	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	
 	 		
 	 	Net income	 	$	0.57	 	$	0.57	 	$	0.32	 	$	0.67	 	$	2.13	
 	 		
 	Basic:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Income from continuing operations	 	$	0.42	 	$	0.37	 	$	0.15	 	$	0.46	 	$	1.41	
 	 	Income from discontinued operations	 	 	0.19	 	 	0.23	 	 	0.19	 	 	0.26	 	 	0.86	
 	 	Cumulative effect of change in accounting	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	principle (1)	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	
 	 		
 	 	Net income	 	$	0.61	 	$	0.60	 	$	0.34	 	$	0.72	 	$	2.27	
	
COMMON STOCK DATA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Dividends paid per share	 	$	0.15	 	$	0.15	 	$	0.15	 	$	0.15	 	$	0.60	
 	Stockholders' equity per share	 	 	16.71	 	 	17.20	 	 	17.40	 	 	17.42	 	 	17.42	
 	Price range	 	 	42.16-33.45	 	 	42.76-32.94	 	 	35.30-31.01	 	 	37.11-33.07	 	 	42.76-31.01	
 	Shares outstanding	 	 	318.7	 	 	314.5	 	 	309.7	 	 	299.6	 	 	299.6	
 	Average monthly trading volume	 	 	28.4	 	 	30.6	 	 	21.5	 	 	22.8	 	 	25.8	
	
(1)
Adoption of FASB Statement No. 123(R), "Share-Based Payments," effective January 1, 2006, net of tax.
123

 SCHEDULE I
Aon Corporation
(Parent Company)
CONDENSED STATEMENTS OF FINANCIAL POSITION

 	 	As of December 31
	 	
(millions)	 	2007
	 	2006

ASSETS	

 	

 	
 	
 	Investments in subsidiaries	 	$	6,590	 	$	5,925	 	
 	Other investments	 	 	242	 	 	317	 	
 	Notes receivable — subsidiaries	 	 	235	 	 	40	 	
 	Cash and cash equivalents	 	 	817	 	 	994	 	
 	Other assets	 	 	236	 	 	199	 	
 	 		 		 	
 	 	Total Assets	 	$	8,120	 	$	7,475	 	

LIABILITIES AND STOCKHOLDERS' EQUITY	

 	

 	

LIABILITIES	

 	

 	
 	
 	Subordinated debt	 	$	726	 	$	726	 	
 	Notes payable — subsidiaries	 	 	642	 	 	390	 	
 	7.375% long-term debt securities	 	 	224	 	 	224	 	
 	3.5% long-term debt securities	 	 	—	 	 	297	 	
 	6.2% long-term debt securities	 	 	—	 	 	250	 	
 	Accrued expenses and other liabilities	 	 	307	 	 	370	 	
 	 		 		 	
 	 	Total Liabilities	 	 	1,899	 	 	2,257	 	

STOCKHOLDERS' EQUITY	

 	

 	
 	
 	Common stock	 	 	361	 	 	347	 	
 	Additional paid-in capital	 	 	3,064	 	 	2,583	 	
 	Accumulated other comprehensive loss	 	 	(726	)	 	(1,010	)	
 	Retained earnings	 	 	5,607	 	 	4,992	 	
 	Less treasury stock at cost	 	 	(2,085	)	 	(1,694	)	
 	 		 		 	
 	 	Total Stockholders' Equity	 	 	6,221	 	 	5,218	 	
 	 		 		 	
 	 	Total Liabilities and Stockholders' Equity	 	$	8,120	 	$	7,475	 	
 	 		 		 	
See notes to condensed financial statements.
124

SCHEDULE I
(Continued)
Aon Corporation
(Parent Company)
CONDENSED STATEMENTS OF INCOME

 	 	Years Ended December 31
	 	
(millions)	 	2007
	 	2006
	 	2005

REVENUE	

 	

 	

 	
 	
 	Dividends from subsidiaries	 	$	520	 	$	1,139	 	$	915	 	
 	Other investment income	 	 	105	 	 	31	 	 	21	 	
 	 		 		 		 	
 	 	Total Revenue	 	 	625	 	 	1,170	 	 	936	 	

EXPENSES	

 	

 	

 	
 	
 	Operating and administrative	 	 	12	 	 	4	 	 	12	 	
 	Interest — subsidiaries	 	 	36	 	 	31	 	 	26	 	
 	Interest — other	 	 	86	 	 	104	 	 	111	 	
 	 		 		 		 	
 	 	Total Expenses	 	 	134	 	 	139	 	 	149	 	

INCOME BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES	

491	

1,031	

787	
 	
 	 	Income tax benefit	 	 	12	 	 	43	 	 	51	 	
 	 		 		 		 	
 	 	 	503	 	 	1,074	 	 	838	 	
EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES	 	 	361	 	 	(354	)	 	(103	)	
 	 		 		 		 	
 	 	NET INCOME	 	$	864	 	$	720	 	$	735	 	
 	 		 		 		 	
See notes to condensed financial statements.
125

SCHEDULE I
(Continued)
Aon Corporation
(Parent Company)
CONDENSED STATEMENTS OF CASH FLOWS

 	 	Years Ended December 31
	 	
(millions)	 	2007
	 	2006
	 	2005

Cash Flows From Operating Activities	
 	
$	
507	
 	
$	
855	
 	
$	
929	

Cash Flows From Investing Activities:	

 	

 	

 	
 	
 	Investments in subsidiaries	 	 	144	 	 	701	 	 	93	 	
 	Other investments	 	 	60	 	 	(41	)	 	(5	)	
 	Notes receivables from subsidiaries	 	 	(186	)	 	(14	)	 	39	 	
 	 		 		 		 	
 	 	Cash Provided by Investing Activities	 	 	18	 	 	646	 	 	127	 	

Cash Flows From Financing Activities:	

 	

 	

 	
 	
 	Treasury stock transactions — net	 	 	(523	)	 	(966	)	 	(25	)	
 	Issuance of common stock	 	 	28	 	 	50	 	 	76	 	
 	Redemption of preferred stock	 	 	—	 	 	—	 	 	(50	)	
 	Issuance of notes payable and long-term debt	 	 	—	 	 	1	 	 	—	 	
 	Repayment of notes payable and long-term debt	 	 	(250	)	 	—	 	 	(250	)	
 	Notes payable to subsidiaries	 	 	219	 	 	(240	)	 	(25	)	
 	Cash dividends to stockholders	 	 	(176	)	 	(189	)	 	(193	)	
 	 		 		 		 	
 	 	Cash Used by Financing Activities	 	 	(702	)	 	(1,344	)	 	(467	)	

Increase (Decrease) in Cash and Cash Equivalents	

(177	
)	
 	
157	

589	
 	
Cash and Cash Equivalents at Beginning of Year	 	 	994	 	 	837	 	 	248	 	
 	 		 		 		 	
Cash and Cash Equivalents at End of Year	 	$	817	 	$	994	 	$	837	 	
 	 		 		 		 	
See notes to condensed financial statements.
126

 SCHEDULE I
(Continued)
Aon Corporation
(Parent Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(1)
See notes to consolidated financial statements included in Item 15(a).

(2)
Investments in subsidiaries include approximately $3.3 billion invested in countries outside of the U.S., primarily denominated in the British Pound, the Euro, the Canadian dollar and the Australian dollar.

(3)
Guarantees and Indemnifications
Aon provides a variety of guarantees and indemnifications to its customers and others to allow Aon or others to complete a wide variety of business transactions. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Aon does not currently anticipate making future payments to any of its subsidiaries, or third parties on behalf of its subsidiaries, for these guarantees and indemnifications.
A bank provides overdraft facilities for certain of Aon's foreign subsidiaries. Aon has guaranteed repayment of these facilities in the unlikely event that the foreign subsidiaries are unable to repay. Aon has also issued guarantees and/or other letters of support for various bank lines and various other credit facilities for certain of its foreign operations (including the Euro credit facility discussed in Note 7 to the consolidated financial statements). Aon's maximum potential liability with regard to these exposures was $795 million at December 31, 2007.
As of November 30, 2006 in connection with the sale of AWG, Aon sold VSC. VSC will continue to remain liable to policyholders to the extent reinsurers of the property and casualty business do not meet their obligations. As a result, at both December 31, 2007 and December 31, 2006, Aon no longer reports reinsurance recoverables related to its property and casualty business, which was not part of the sale of AWG. Aon has provided a corporate guarantee with respect to these reinsurance recoverables, which amounts to $846 million at December 31, 2007.
Aon has a liability for its commitment to contribute $6 million to the Aon Memorial Education Fund to support the educational needs of the children of Aon employees who were victims of the September 11, 2001 attacks.
Aon has guaranteed the obligations of one of its major Netherlands' subsidiaries through 2007. Management believes there is sufficient operating cash flow, liquidity and equity at this subsidiary to cover current obligations and future obligations as they come due.
Aon has issued various other guarantees for miscellaneous purposes at its international subsidiaries for $19 million.
Aon expects that as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.
127

 Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
        Not Applicable.
 Item 9A.    Controls and Procedures.
Disclosure Controls and Procedures
        The Registrant has established disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to the officers who certify the Registrant's financial reports and to other members of senior management and the Board of Directors.
        Based on their evaluation as of December 31, 2007, the principal executive officer and principal financial officer of the Registrant concluded that the Registrant's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) were effective as of the end of the period covered by this report to ensure that the information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms.
        During the quarter ended December 31, 2007, there were no significant changes in the Registrant's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Internal Control Over Financial Reporting
        Information regarding management's report on the Registrant's Internal Control Over Financial Reporting is set forth in Part II, Item 8 of this Report and is incorporated by reference herein.
 Item 9B.    Other Information.
        Not applicable.
128

 PART III
 Item 10.    Directors, Executive Officers and Corporate Governance.
        Information relating to Aon's Directors is set forth under the heading "Proposal 1 — Election of Directors" in our Proxy Statement for the 2008 Annual Meeting of Stockholders to be held on May 16, 2008 (the "Proxy Statement") and is incorporated herein by reference from the Proxy Statement. Information relating to the executive officers of Aon is set forth following Item 4 of Part I of this Form 10-K and is incorporated herein by reference. The remaining information called for by this item is incorporated herein by reference to the information under the heading "Corporate Governance" and the information under the heading "Board of Directors and Committees" in the Proxy Statement. Information relating to compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by reference from the discussion under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement.
 Item 11.    Executive Compensation.
        Information relating to director and executive officer compensation is set forth under the headings "Director Compensation," "Compensation Discussion and Analysis," "Compensation Committee Report," "Executive Compensation," and "Potential Payments on Termination or Change-in-Control" of the Proxy Statement, and all such information is incorporated herein by reference from the Proxy Statement.
        The material incorporated herein by reference to the information set forth under the heading "Compensation Committee Report" in the Proxy Statement shall be deemed furnished, and not filed, in this Form 10-K and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as a result of this furnishing, except to the extent that it is specifically incorporated by reference by Aon.
        Information relating to compensation committee interlocks and insider participation is incorporated by reference to the information under the heading "Board of Directors and Committees" in the Proxy Statement.
129

 Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
        The following table summarizes the number of shares of our common stock that may be issued under our equity compensation plans as of December 31, 2007.

Plan Category	Number of securities
to be issued
upon exercise
of outstanding options,
warrants and rights
(a)	 	Weighted average
exercise price
of outstanding options,
warrants and rights
(b)	 	Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
(c)	 	
	 	
Equity compensation plans approved by security holders	47,529,552	(1)(2)	$	30.71	(3)	11,481,908	(4)	
Equity compensation plans not approved by security holders (5)	1,906,882	 	$	—	(6)	—	(7)	

Total	
49,436,434	
 	
$	
30.71	
(6)	
11,481,908	

(1)
This amount includes the following:

•
26,150,848 shares that may be issued in connection with outstanding stock options;

•
14,025,631 shares that may be issued in connection with stock awards;

•
447,048 shares that may be issued in connection with directors' compensation;

•
1,148,468 shares that may be issued in connection with deferred stock awards;

•
27,570 shares that may be issued in connection with deferred stock options;

•
869,974 shares that may be issued to satisfy obligations under the Aon Deferred Compensation Plan; and

•
4,860,013 shares (assuming a maximum payout) that may be issued in connection with the settlement of performance share units.

(2)
On November 1, 2002, the Aon Deferred Compensation Plan was amended to discontinue the distribution of shares with respect to deferrals after November 1, 2002 from the Plan. As of December 31, 2007, based on a stock price of $47.69, the maximum number of shares that could be issued under the Aon Deferred Compensation Plan was 869,974.

(3)
Indicates weighted average exercise price for 26,150,848 outstanding options under the Aon Stock Incentive Plan.

(4)
The total number of shares of stock authorized for issuance in connection with awards under the Aon Stock Incentive Plan and any pre-existing plans is 18% of total outstanding common shares. As of December 31, 2007, 9,795,354 shares remained according to such calculation. The amount shown in column (c) also includes 1,686,554 shares available for future issuance under the Aon Employee Stock Purchase Plan, including 79,079 shares subject to outstanding options for which the purchase period has not expired. Permissible awards under the Aon Stock Incentive Plan include stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, including awards the vesting, granting or settlement of which is contingent upon the achievement of specified performance goals, called "performance awards."

(5)
Below are the material features of our equity compensation plans that have not been approved by stockholders:
130

Aon U.K. Sharesave Scheme
The Aon U.K. Sharesave Scheme (the "U.K. Scheme") is available solely to employees in the United Kingdom. Under the U.K. Scheme, employees authorize Aon to deduct a specified amount from compensation each pay period for deposit into a savings account for a three-year term. If a participant's deductions continue through the last day of the term, the participant is credited with a tax-free cash bonus equal to 1.4 times the monthly payroll deduction. Participants may cease participation in the U.K. Scheme at any time and receive their deductions back, plus accrued interest. Participants are also granted options at the beginning of each savings period and may direct Aon to purchase or issue shares of Aon common stock at a price equal to 85% of the market value at the beginning of the period, utilizing the accumulated amounts in their account. Options may be exercised generally within six months after the last day of the term, or after death, injury, disability, redundancy or retirement. If a participant ceases to be employed by Aon for other reasons, or declines to purchase Aon common stock during any of the available purchase periods, the participant's right to purchase shares of Aon common stock or accumulate additional payroll deductions lapses. The U.K. Scheme was approved by the Board of Directors in 1999. No specific authorization of shares of Aon common stock for the U.K. Scheme has been made. As of December 31, 2007, the number of shares that could be issued under the plan was 271,233.
Employee Stock Purchase Plan (The Netherlands)
The Netherlands Employee Stock Purchase Plan provides employees of Aon and participating subsidiaries in the Netherlands the opportunity to purchase Aon common stock at a 15% discount. Contributions to this plan are made through payroll deductions. The maximum amount is not more than 15% of gross annual income with a maximum of U.S. $10,000. As of December 31, 2007, the number of shares that could be issued under the plan was 686 shares.
Aon Supplemental Savings Plan
The Aon Supplemental Savings Plan (the "Supplemental Plan") was adopted by the Board of Directors (the "Board") in 1998. It is a nonqualified supplemental retirement plan that provides benefits to participants in the Aon Savings Plan (the "ASP") whose employer matching contributions are limited because of IRS-imposed restrictions. Prior to January 1, 2004, participants covered under the Supplemental Plan were credited with an additional matching allocation they would have received under the former ASP provisions — 100% of the first 1% to 3% of compensation ("Tier I") and 75% of the next 4% to 6% of compensation ("Tier 2") — had compensation up to $500,000 been considered. Between January 1, 2004 and December 31, 2005, only participants defined as employees of Aon Consulting's Human Resource Outsourcing Group maintained the matching provision in the Supplemental Plan. Participants may elect to have Tier I allocations credited to their accounts as if invested in a money market account or as if invested in Aon common stock. Tier I allocations directed to an Aon common stock account may not be moved to the money market account, regardless of the participant's age. As of January 1, 2006, no participants are eligible for Tier I or Tier II matching allocations. Before the beginning of each plan year, an election may be made by any participant to transfer some or all of a participant's money market account to the Aon common stock account. All amounts credited to the Aon common stock account are credited with dividends and other investment returns as under the ASP fund.
Effective January 1, 2004, a new Supplemental Plan provision went into effect whereby employees hired January 1, 2004 and later are immediately eligible for benefits on plan compensation above the IRS limits (and up to $500,000) under the Aon Retirement Account (the "ARA") provision of the ASP. The ARA replaces benefits that would have been instead provided under the Aon Pension Plan had it not been frozen to new entrants (those generally hired after December 31,
131

2003). Benefits are in the form of a discretionary non-contributory company contribution made to eligible employees active at the end of the plan year with 1,000 or more hours of paid service. The Supplemental Plan ARA allocation is calculated using the same formula that the Board determines for the ASP ARA. The Supplemental Plan ARA allocation and account balances will track the same investment options as selected by the participant under the ASP including the Aon common stock option. However, like the ASP provision, there are no transfer restrictions.
Aon Supplemental Employee Stock Ownership Plan
The Aon Supplemental Employee Stock Ownership Plan was a plan established in 1989 as a nonqualified supplemental retirement plan that provided benefits to participants in the Aon Employee Stock Ownership Plan whose employer contributions were limited because of IRS-imposed restrictions. As of 1998, no additional amounts have been credited to participant accounts, although account balances are maintained for participants, and credited with dividends, until distribution is required under the plan. Distributions are made solely in Aon common stock. No specific authorization of shares of Aon common stock for the plan has been made.
Awards to Gregory C. Case Pursuant to Employment Agreement
Pursuant to the Employment Agreement between Gregory C. Case and Aon, dated April 4, 2005, the terms of which are described in the Proxy Statement under the heading "Executive Compensation" and are incorporated herein by reference, Mr. Case was granted certain equity compensation awards outside of the Stock Incentive Plan as inducement for his employment with Aon. Those awards consisted of 125,000 restricted stock units and an option to purchase 325,000 shares of Aon common stock, for a total of 450,000 shares.
(6)
The weighted-average exercise price of such shares is uncertain and is not included in this column.

(7)
None of these equity compensation plans contain a limit on the number of shares that may be issued under such plans; however, these plans are subject to the limitations set forth in the descriptions of these plans contained in footnote 5 above.
        Information relating to the security owner ownership of certain beneficial owners of Aon's common stock is set forth under the headings "Principal Holders of Voting Securities" and "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement and all such information is incorporated herein by reference.
 Item 13.    Certain Relationships and Related Transactions, and Director Independence.
        Aon hereby incorporates by reference the information under the headings "Corporate Governance — Director Independence" and "Certain Relationships and Related Transactions" in the Proxy Statement.
 Item 14.    Principal Accountant Fees and Services.
        Information required by this Item is included under the caption "Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm" in the Proxy Statement and is hereby incorporated by reference.
132

 PART IV
Item 15.    Exhibits and Financial Statement Schedules.
(a)
(1) and (2). The following documents have been included in Part II, Item 8.
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Controls over Financial Reporting
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Financial Statements
Consolidated Statements of Financial Position — As of December 31, 2007 and 2006
Consolidated Statements of Income — Years Ended December 31, 2007, 2006 and 2005
Consolidated Statements of Cash Flows — Years Ended December 31, 2007, 2006 and 2005
Consolidated Statements of Stockholders' Equity — Years Ended December 31, 2007, 2006 and 2005
Notes to Consolidated Financial Statements
        Financial statement schedule of the Registrant and consolidated subsidiaries filed herewith:
Consolidated Financial Statement Schedule —

 	 	Schedule
	
Condensed Financial Information of Registrant	 	I	
        All other schedules for the Registrant and consolidated subsidiaries have been omitted because the required information is not present in amounts sufficient to require submission of the schedules or because the information required is included in the respective financial statements or notes thereto.
(a)(3).    List of Exhibits (numbered in accordance with Item 601 of Regulation S-K)

     Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.	

2.1.*	
 	
Purchase Agreement dated as of June 30, 2006 between Aon Corporation ("Aon") and Warrior Acquisition Corp. — incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 3, 2006.	

2.2.*	
 	
Limited Guarantee of Onex Partners II, L.P. dated June 30, 2006 with respect to the Purchase Agreement dated June 30, 2006 between Aon and Warrior Acquisition Corp. — incorporated by reference to Exhibit 2.2 to Aon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.	

2.3.*	
 	
Agreement and Plan of Merger dated as of July 16, 2001 among Aon, Ryan Holding Corporation of Illinois, Ryan Enterprises Corporation of Illinois, Holdco #1, Inc., Holdco #2, Inc., Patrick G. Ryan, Shirley W. Ryan and the stockholders of Ryan Holding Corporation of Illinois and of Ryan Enterprises Corporation of Illinois set forth on the signature pages thereto — incorporated by reference to Exhibit 99.2 (Exhibit II) of Schedule 13D (File Number 005-32053) filed on July 17, 2001.	

2.4.	
 	
Stock Purchase Agreement dated as of December 14, 2007 between Aon and ACE Limited.	

2.5.	
 	
Stock Purchase Agreement dated as of December 14, 2007 between Aon and Munich-American Holding Corporation.	

133

     Articles of Incorporation and By-Laws.	

3.1.*	
 	
Second Restated Certificate of Incorporation of Aon Corporation — incorporated by reference to Exhibit 3(a) to Aon's Annual Report on Form 10-K for the year ended December 31, 1991.	

3.2.*	
 	
Certificate of Amendment of Aon's Second Restated Certificate of Incorporation — incorporated by reference to Exhibit 3 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.	

3.3.*	
 	
Certificate of Amendment of Aon's Second Restated Certificate of Incorporation — incorporated by reference to Exhibit 3 to Aon's Current Report on Form 8-K filed on May 9, 2000.	

3.4.*	
 	
Bylaws of Aon Corporation, as amended on November 18, 2005 — incorporated by reference to Exhibit 3.2 to Aon's Current Report on Form 8-K filed on November 23, 2005.	

     Instruments Defining the Rights of Security Holders, Including Indentures.	

4.1.*	
 	
Indenture dated as of September 15, 1992 between Aon and Continental Bank Corporation (now known as Bank of America Illinois), as Trustee — incorporated by reference to Exhibit 4(a) to Aon's Current Report on Form 8-K filed on September 23, 1992.	

4.2.*	
 	
Junior Subordinated Indenture dated as of January 13, 1997 between Aon and The Bank of New York, as Trustee — incorporated by reference to Exhibit 4.1 to Aon's Registration Statement on Form S-4 (File No. 333-21237) filed on February 6, 1997 (the "Capital Securities Registration").	

4.3.*	
 	
First Supplemental Indenture dated as of January 13, 1997 between Aon and The Bank of New York, as Trustee — incorporated by reference to Exhibit 4.2 to the Capital Securities Registration.	

4.4.*	
 	
Certificate of Trust of Aon Capital A — incorporated by reference to Exhibit 4.3 to the Capital Securities Registration.	

4.5.*	
 	
Amended and Restated Trust Agreement of Aon Capital A dated as of January 13, 1997 among Aon, as Depositor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustees named therein and the holders, from time to time, of the Capital Securities — incorporated by reference to Exhibit 4.5 to the Capital Securities Registration.	

4.6.*	
 	
Capital Securities Guarantee Agreement dated as of January 13, 1997 between Aon and The Bank of New York, as Guarantee Trustee — incorporated by reference to Exhibit 4.8 to the Capital Securities Registration.	

4.7.*	
 	
Capital Securities Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.10 to the Capital Securities Registration.	

4.8.*	
 	
Debenture Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.11 to the Capital Securities Registration.	
134

 	
4.9.*	
 	
Guarantee Exchange and Registration Rights Agreement dated as of January 13, 1997 among Aon, Aon Capital A, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. — incorporated by reference to Exhibit 4.12 to the Capital Securities Registration.	

4.10.*	
 	
Indenture dated as of December 31, 2001 between Private Equity Partnership Structures I, LLC, as issuer, and The Bank of New York, as Trustee, Custodian, Calculation Agent, Note Registrar, Transfer Agent and Paying Agent — incorporated by reference to Exhibit 4(i) to Aon's Annual Report on From 10-K for the year ended December 31, 2001.	

4.11.*	
 	
Indenture dated as of December 16, 2002 between Aon and The Bank of New York, as Trustee (including form of note) — incorporated by reference to Exhibit 4(a) to Aon's Registration Statement on Form S-4 (File No. 333-103704) filed on March 10, 2003.	

4.12.*	
 	
Registration Rights Agreement dated as of December 16, 2002 between Aon and Salomon Smith Barney Inc., Credit Suisse First Boston Corporation, BNY Capital Markets, Inc. and Wachovia Securities, Inc. — incorporated by reference to Exhibit 4(b) to Aon's Registration Statement on Form S-4 (File No. 333-103704) filed on March 10, 2003.	

4.13.*	
 	
Indenture dated as of April 12, 2006 among Aon Finance N.S.1, ULC, Aon and Computershare Trust Company of Canada, as Trustee — incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 18, 2006.	

   Material Contracts.	

10.1.*	
 	
Stock Restriction Agreement dated as of July 16, 2001 among Aon, Patrick G. Ryan, Shirley W. Ryan, Patrick G. Ryan Jr., Robert J.W. Ryan, the Corbett M.W. Ryan Living Trust dated July 13, 2001, the Patrick G. Ryan Living Trust dated July 10, 2001, the Shirley W. Ryan Living Trust dated July 10, 2001, the 2001 Ryan Annuity Trust dated April 20, 2001 and the Family GST Trust under the PGR 2000 Trust dated November 22, 2000 — incorporated by reference to Exhibit 99.3 (Exhibit III) of Schedule 13D (File Number 005-32053) filed on July 17, 2001.	

10.2.*	
 	
Escrow Agreement dated as of July 16, 2001 among Aon, Patrick G. Ryan, Shirley W. Ryan, Patrick G. Ryan, Jr., Robert J.W. Ryan, the Corbett M. W. Ryan Living Trust dated July 13, 2001, the Patrick G. Ryan Living Trust dated July 10, 2001, the Shirley W. Ryan Living Trust dated July 10, 2001, the 2001 Ryan Annuity Trust dated April 20, 2001 and the Family GST Trust under the PGR 2000 Trust dated November 22, 2000 and American National Bank and Trust Company of Chicago, as Escrow Agent — incorporated by reference to Exhibit 99.4 (Exhibit IV) of Schedule 13D (File Number 005-32053) filed on July 17, 2001.	

10.3.*	
 	
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 and its subsidiaries and affiliates dated March 4, 2005 — incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed March 7, 2005.	

135

 	
10.4.*	
 	
$600 million Three-Year Credit Agreement dated as of February 3, 2005 among Aon, Citibank, N.A., as Administrative Agent, and the lenders and other parties listed therein — incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed on February 8, 2005.	

10.5.*	
 	
Amendment No. 1 dated as of September 30, 2005 to $600 million Three-Year Credit Agreement, dated as of February 3, 2005, among Aon, Citibank, N.A., as Administrative Agent, and the lenders and other parties listed therein — incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed October 5, 2005.	

10.6.*	
 	
€650 million Facility Agreement dated February 7, 2005 among Aon, Citibank International plc, as Agent, and the lenders and other parties listed therein — incorporated by reference to Exhibit 10.2 to Aon's Current Report on Form 8-K filed on February 8, 2005.	

10.7.*	
 	
Transfer and Amendment Agreement dated October 24, 2005 to €650 million Facility Agreement dated February 7, 2005 among Aon, Citibank International plc, as Agent, and the lenders and other parties listen therein — incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed October 26, 2005.	

10.8.*#	
 	
Aon Corporation Outside Director Deferred Compensation Agreement by and among Aon and Registrant's directors who are not salaried employees of Aon or Registrant's affiliates — incorporated by reference to Exhibit 10(d) to Aon's Annual Report on Form 10-K for the year ended December 31, 1999.	

10.9.#	
 	
Aon Corporation Outside Director Deferred Compensation Plan.	

10.10.*#	
 	
Aon Corporation Non-Employee Directors' Deferred Stock Unit Plan — incorporated by reference to Exhibit 10.2 to Aon's Quarterly Report on From 10-Q for the quarter ended June 30, 2006.	

10.11.*#	
 	
Aon Corporation 1994 Amended and Restated Outside Director Stock Award Plan — incorporated by reference to Exhibit 10(b) to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.	

10.12.#	
 	
Aon Corporation Outside Director Stock Award and Retirement Plan (as amended and restated effective January 1, 2003) and First Amendment to Aon Corporation Outside Director Stock Award and Retirement Plan (as amended and restated effective January 1, 2003).	

10.13.*#	
 	
Second Amendment to the Aon Corporation Outside Directors Stock Award and Retirement Plan — incorporated by reference to Exhibit 10.3 to Aon's Quarterly Report on From 10-Q for the quarter ended June 30, 2006.	

10.14.*#	
 	
Senior Officer Incentive Compensation Plan, as amended and restated — incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 24, 2006.	

10.15.*#	
 	
Aon Stock Incentive Plan, as amended and restated — incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 24, 2006.	

10.16.*#	
 	
First Amendment to the Amended and Restated Aon Stock Incentive Plan — incorporated by reference to Exhibit 10(au) to Aon's Annual Report on Form 10-K for the year ended December 31, 2006.	
136

 	
10.17.*#	
 	
Form of Stock Option Agreement — incorporated by reference to Exhibit 99.D(7) to Aon's Schedule TO (File Number 005-32053) filed on August 15, 2007.	

10.18.*#	
 	
Aon Stock Award Plan (as amended and restated through February 2000) — incorporated by reference to Exhibit 10(a) to Aon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.	

10.19.*#	
 	
First Amendment to the Aon Stock Award Plan (as amended and restated through 2000) — incorporated by reference to Exhibit 10(as) to Aon's Annual Report on Form 10-K for the year ended December 31, 2006.	

10.20.#	
 	
Form of Restricted Stock Unit Agreement.	

10.21.*#	
 	
Aon Stock Option Plan as amended and restated through 1997 — incorporated by reference to Exhibit 10(a) to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.	

10.22.*#	
 	
First Amendment to the Aon Stock Option Plan as amended and restated through 1997 — incorporated by reference to Exhibit 10(a) to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.	

10.23.*#	
 	
Second Amendment to the Aon Stock Option Plan as amended and restated through 1997 — incorporated by reference to Exhibit 99.D(3) to Aon's Schedule TO (File Number 005-32053) filed on August 15, 2007.	

10.24.*#	
 	
Third Amendment to the Aon Stock Option Plan as amended and restated through 1997 — incorporated by reference to Exhibit 10(at) to Aon's Annual Report on Form 10-K for the year ended December 31, 2006.	

10.25.*#	
 	
Aon Deferred Compensation Plan (as amended and restated effective as of November 1, 2002) — incorporated by reference to Exhibit 4.6 on Aon's Registration Statement on Form S-8 (File Number 333-106584) filed on June 27, 2003.	

10.26.#	
 	
First Amendment to Aon Deferred Compensation Plan (as amended and restated effective as of November 1, 2002).	

10.27.#	
 	
Seventh Amendment to the Aon Deferred Compensation Plan (as amended and restated effective as of November 1, 2002).	

10.28.*#	
 	
Form of Severance Agreement — incorporated by reference to Exhibit 10(z) to Aon's Annual Report on Form 10-K for the year ended December 31, 2004.	

10.29.*#	
 	
Aon Corporation Executive Special Severance Plan — incorporated by reference to Exhibit 10(aa) to Aon's Annual Report on Form 10-K for the year ended December 31, 2004.	

10.30.#	
 	
Aon Corporation Excess Benefit Plan and the following amendments to the Aon Corporation Excess Benefit Plan: First Amendment, Second Amendment, Third Amendment, Fifth Amendment (repealing 4 th  Amendment), Sixth Amendment (amending Section 4.1), Sixth Amendment (amending Article VII), and the Eighth Amendment.	

10.31.#	
 	
2002 Restatement of Aon Pension Plan and the following amendments to the 2002 Restatement of Aon Pension Plan: First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment (amending Section 9.02), Ninth Amendment (amending multiple Sections), and the Tenth Amendment.	

137

 	
10.32.*#	
 	
Form of Amendment to Stock Option Award Agreement between Aon Corporation and Patrick G. Ryan (2000 Award) — incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on August 15, 2007.	

10.33.*#	
 	
Form of Amendment to Stock Option Award Agreement between Aon Corporation and Patrick G. Ryan (2002 Award) — incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on August 15, 2007.	

10.34.*#	
 	
Form of Amendment to Stock Option Award Agreement between Aon Corporation and Michael D. O'Halleran — incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed on August 15, 2007.	

10.35.*#	
 	
Employment Agreement dated April 4, 2005 between Aon and Gregory C. Case — incorporated by reference to Exhibit 10.1 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.	

10.36.*#	
 	
Employment Agreement dated as of July 15, 2005 between Aon Corporation and Andrew M. Appel — incorporated by reference to Exhibit 10.1 to Aon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.	

10.37.*#	
 	
Letter Agreement dated as of December 9, 2005 between Aon Corporation and Patrick G. Ryan — incorporated by reference to Exhibit 10.1 to Aon's Current Report on Form 8-K filed December 9, 2005.	

10.38.*#	
 	
Employment Agreement dated January 1, 2001, as amended September 29, 2004, between Aon and Michael D. O'Halleran — incorporated by reference to Exhibit 10(l) to Aon's Annual Report on Form 10-K for the year ended December 31, 2004.	

10.39.*#	
 	
Amendment No. 2 to Employment Agreement between Aon Corporation and Michael D. O'Halleran — incorporated by reference to Exhibit 10.1 to Aon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.	

10.40.*#	
 	
Amendment No. 3 to Employment Agreement dated as of December 15, 2007 between Aon Corporation and Michael D. O'Halleran — incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 20, 2007.	

10.41.*#	
 	
Employment Agreement dated as of October 3, 2007 between Aon Corporation and Christa Davies — incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 3, 2007.	

10.42.*#	
 	
Transition Agreement, effective as of October 12, 2007, between Aon Corporation and David P. Bolger — incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 12, 2007.	

10.43.#	
 	
Deferred Compensation Agreement dated December 31, 1980 between Combined Insurance Company of America and Richard M. Ravin.	

10.44.#	
 	
Deferred Compensation Agreement dated December 29, 1981 between Combined Insurance Company of America and Richard M. Ravin.	

10.45.#	
 	
Deferred Compensation Agreement dated January 8, 1983 between Combined Insurance Company of America and Richard M. Ravin.	

10.46.#	
 	
Letter dated November 10, 2005 to Richard M. Ravin from Aon.	

10.47.#	
 	
Transition Agreement dated December 13, 2007 between Aon, Combined Insurance Company of America and Richard M. Ravin.	
138

 	
10.48.#	
 	
Executive Agreement dated April 22, 2005 between Aon Limited and Stephen P. McGill.	

10.49.#	
 	
Letter dated December 31, 2007 to Stephen P. McGill from Aon Limited.	

10.50.#	
 	
Letter dated January 30, 2008 to Stephen P. McGill from Aon Limited.	

10.51.#	
 	
Overseas Assignment Letter dated July 26, 2006 between Aon Limited and Stephen P. McGill.	

   Statements re: Computation of Ratios	

12.1.	
 	
Statement regarding Computation of Ratio of Earnings to Fixed Charges.	

12.2.	
 	
Statement regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.	

   Subsidiaries of the Registrant.	

21	
 	
List of Subsidiaries of Aon.	

   Consents of Experts and Counsel.	

23	
 	
Consent of Ernst & Young LLP.	

   Rule 13a-14(a)/15d-14(a) Certifications.	

31.1	
 	
Rule 13a-14(a) Certification of Chief Executive Officer of Aon in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.	

31.2	
 	
Rule 13a-14(a) Certification of Chief Financial Officer of Aon in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.	

   Section 1350 Certifications.	

32.1	
 	
Section 1350 Certification of Chief Executive Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.	

32.2	
 	
Section 1350 Certification of Chief Financial Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.	

*
Document has been previously filed with the Securities and Exchange Commission and is incorporated herein by reference herein. Unless otherwise indicated, such document was filed under Commission File Number 001-07933.

#
Indicates a management contract or compensatory plan or arrangement.
        The registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of (1) any long-term debt instruments that have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, and (2) any schedules omitted with respect to any material plan of acquisition, reorganization, arrangement, liquidation or succession set forth above.
139

 SIGNATURES
         Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 	Aon Corporation	

By:	
 	
/s/   GREGORY C. CASE       

Gregory C. Case, President
and Chief Executive Officer	

Date: February 27, 2008	

 	
        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   GREGORY C. CASE       

Gregory C. Case	 	President, Chief Executive Officer and
Director (Principal Executive Officer)	 	February 27, 2008	

/s/   PATRICK G. RYAN       

Patrick G. Ryan	
 	
Executive Chairman and Director	
 	
February 27, 2008	

/s/   FULVIO CONTI       

Fulvio Conti	
 	
Director	
 	
February 27, 2008	

/s/   EDGAR D. JANNOTTA       

Edgar D. Jannotta	
 	
Director	
 	
February 27, 2008	

/s/   JAN KALFF       

Jan Kalff	
 	
Director	
 	
February 27, 2008	

/s/   LESTER B. KNIGHT       

Lester B. Knight	
 	
Director	
 	
February 27, 2008	

/s/   J. MICHAEL LOSH       

J. Michael Losh	
 	
Director	
 	
February 27, 2008	
140

/s/   R. EDEN MARTIN       

R. Eden Martin	
 	
Director	
 	
February 27, 2008	

/s/   ANDREW J. MCKENNA       

Andrew J. McKenna	
 	
Director	
 	
February 27, 2008	

/s/   ROBERT S. MORRISON       

Robert S. Morrison	
 	
Director	
 	
February 27, 2008	

/s/   RICHARD B. MYERS       

Richard B. Myers	
 	
Director	
 	
February 27, 2008	

/s/   RICHARD C. NOTEBAERT       

Richard C. Notebaert	
 	
Director	
 	
February 27, 2008	

/s/   JOHN W. ROGERS, JR.       

John W. Rogers, Jr.	
 	
Director	
 	
February 27, 2008	

/s/   GLORIA SANTONA       

Gloria Santona	
 	
Director	
 	
February 27, 2008	

/s/   CAROLYN Y. WOO       

Carolyn Y. Woo	
 	
Director	
 	
February 27, 2008	

/s/   DAVID P. BOLGER       

David P. Bolger	
 	
Executive Vice President and,
Chief Financial Officer
(Principal Financial and Accounting Officer)	
 	
February 27, 2008	
141

QuickLinks
PART I
Item 1B. Unresolved Staff Comments.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
SCHEDULE I
SCHEDULE I (Continued)
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 14. Principal Accountant Fees and Services.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
SIGNATURES

Exhibit 2.4
 
EXECUTION COPY
 
STOCK PURCHASE AGREEMENT
 
BETWEEN
 
AON CORPORATION
 
AND
 
ACE LIMITED
 
Dated as of December 14, 2007

 

TABLE OF CONTENTS	 	 	
 	 	 	
 	 	Page	
 	 	 	
ARTICLE I	 	 	
DEFINITIONS	 	 	
 	 	 	
Section 1.1  Definitions	 	1	
Section 1.2  Interpretation	 	10	
 	 	 	
ARTICLE II	 	 	
PURCHASE AND SALE	 	 	
 	 	 	
Section 2.1  Purchase and Sale of the Shares	 	10	
 	 	 	
ARTICLE III	 	 	
PURCHASE PRICE	 	 	
 	 	 	
Section 3.1  Purchase Price	 	10	
 	 	 	
ARTICLE IV	 	 	
CLOSING	 	 	
 	 	 	
Section 4.1  Closing Date	 	11	
Section 4.2  Payment on the Closing Date	 	11	
Section 4.3  Buyer’s Additional Closing Date Deliveries	 	11	
Section 4.4  Aon’s Closing Date Deliveries	 	12	
Section 4.5  Determination of the Net Worth Adjustment Amount	 	13	
 	 	 	
ARTICLE V	 	 	
REPRESENTATIONS AND WARRANTIES OF AON	 	 	
 	 	 	
Section 5.1  Organization of the Company and the Subsidiaries	 	14	
Section 5.2  Capital Structure of the Company and the Subsidiaries	 	14	
Section 5.3  Subsidiaries and Investments	 	14	
Section 5.4  Authority of Aon; Conflicts	 	15	
Section 5.5  Financial Statements	 	16	
Section 5.6  Operations Since Balance Sheet Date	 	16	
Section 5.7  Taxes	 	18	
Section 5.8  Governmental Permits	 	19	
Section 5.9  Real Property	 	19	
Section 5.10  Personal Property Leases	 	19	
Section 5.11  Intellectual Property and Computer Hardware	 	19	
Section 5.12  Title to Tangible Property	 	20	
Section 5.13  No Violation, Litigation or Regulatory Action	 	21	
Section 5.14  Contracts	 	21	
Section 5.15  Status of Contracts	 	23	
Section 5.16  ERISA	 	23	

 

Section 5.17  Environmental Matters	 	24	
Section 5.18  Employee Relations and Agreements	 	25	
Section 5.19  No Undisclosed Liabilities	 	26	
Section 5.20  Sufficiency of Assets	 	26	
Section 5.21  Insurance	 	26	
Section 5.22  Regulatory Filings	 	26	
Section 5.23  Insurance Contracts	 	27	
Section 5.24  Reinsurance Agreements	 	28	
Section 5.25  Producers	 	28	
Section 5.26  Guaranty Fund Assessments	 	28	
Section 5.27  Insurance Permits	 	28	
Section 5.28  Rating Agencies	 	28	
Section 5.29  Reserves	 	29	
Section 5.30  Financial and Market-Conduct Examinations	 	29	
Section 5.31  Portfolio Investments	 	29	
Section 5.32  No Brokers	 	29	
Section 5.33  Sterling Agreement	 	29	
 	 	 	
ARTICLE VI	 	 	
REPRESENTATIONS AND WARRANTIES OF BUYER	 	 	
 	 	 	
Section 6.1  Organization of Buyer	 	29	
Section 6.2  Authority of Buyer; Conflicts	 	30	
Section 6.3  No Violation, Litigation or Regulatory Action.	 	31	
Section 6.4  Investment Intent; Information	 	31	
Section 6.5  Financial Ability	 	31	
Section 6.6  No Brokers	 	31	
 	 	 	
ARTICLE VII	 	 	
ACTION PRIOR TO THE CLOSING DATE	 	 	
 	 	 	
Section 7.1  Access to Information	 	32	
Section 7.2  Notification	 	33	
Section 7.3  Consents of Third Parties; Governmental Approvals	 	33	
Section 7.4  Operations Prior to the Closing Date	 	35	
Section 7.5  Termination of Certain Intercompany Indebtedness	 	37	
Section 7.6  Special Dividend	 	37	
Section 7.7  Vendor Contracts	 	38	
Section 7.8  No Solicitation; No Waiver of Confidentiality Provisions	 	38	
Section 7.9  Financial Statements	 	39	
Section 7.10  Olympic Agreements	 	39	
Section 7.11  Sterling Transition Services Agreement	 	39	
 	 	 	
ARTICLE VIII	 	 	
ADDITIONAL AGREEMENTS	 	 	
 	 	 	
Section 8.1  Tax Matters	 	39	
 
ii

 

Section 8.2  Employee Matters	 	45	
Section 8.3  Securities Law Legends	 	49	
Section 8.4  Insurance; Risk of Loss	 	49	
Section 8.5  Release of Guaranties	 	50	
Section 8.6  Noncompetition and Nonsolicitation	 	50	
Section 8.7  Use of Names	 	51	
Section 8.8  Post-Closing Restructuring	 	52	
 	 	 	
ARTICLE IX	 	 	
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER	 	 	
 	 	 	
Section 9.1  No Misrepresentation or Breach of Covenants and Warranties	 	52	
Section 9.2  HSR Act and EU Merger Controls	 	52	
Section 9.3  Necessary Governmental Approvals	 	52	
Section 9.4  No Restraint	 	53	
Section 9.5  No Material Adverse Effect	 	53	
Section 9.6  FIRPTA Certificate	 	53	
 	 	 	
ARTICLE X	 	 	
CONDITIONS PRECEDENT TO OBLIGATIONS OF AON	 	 	
 	 	 	
Section 10.1  No Misrepresentation or Breach of Covenants and Warranties	 	53	
Section 10.2  HSR Act and EU Merger Controls	 	53	
Section 10.3  Necessary Governmental Approvals	 	54	
Section 10.4  No Restraint	 	54	
 	 	 	
ARTICLE XI INDEMNIFICATION	 	54	
 	 	 	
Section 11.1  Indemnification by Aon	 	54	
Section 11.2  Indemnification by Buyer	 	55	
Section 11.3  Notice of Claims	 	57	
Section 11.4  Determination of Amount	 	57	
Section 11.5  Third Person Claims	 	57	
Section 11.6  Limitations	 	59	
Section 11.7  Mitigation	 	59	
 	 	 	
ARTICLE XII	 	 	
TERMINATION	 	 	
 	 	 	
Section 12.1  Termination	 	59	
Section 12.2  Notice of Termination	 	60	
Section 12.3  Effect of Termination	 	60	
Section 12.4  Specific Performance	 	60	
 	 	 	
ARTICLE XIII	 	 	
GENERAL PROVISIONS	 	 	
 	 	 	
Section 13.1  Survival of Representations and Warranties	 	61	
 
iii

 

Section 13.2  Confidential Nature of Information	 	61	
Section 13.3  No Public Announcement	 	61	
Section 13.4  Notices	 	61	
Section 13.5  Successors and Assigns	 	62	
Section 13.6  Access to Records after Closing	 	62	
Section 13.7  Entire Agreement; Amendments	 	63	
Section 13.8  Interpretation	 	63	
Section 13.9  Waivers	 	63	
Section 13.10  Expenses	 	64	
Section 13.11  Partial Invalidity	 	64	
Section 13.12  Execution in Counterparts	 	64	
Section 13.13  Further Assurances	 	64	
Section 13.14  Disclaimer of Warranties	 	64	
Section 13.15  Governing Law; Submission to Jurisdiction	 	65	
Section 13.16  Waiver of Jury Trial	 	65	
 
iv

 

 	 	List of Annexes	
A	 	Subsidiaries	
 	 	 	
 	 	List of Exhibits	
 	 	 	
A	 	Glenview Sublease	
B-1	 	Aon Transition Services Agreement	
B-2	 	Sterling Transition Services Agreement	
C	 	FIRPTA Certificate	
 	 	 	
 	 	List of Schedules	
 	 	 	
5.1	 	Organization	
5.2	 	Capital Structure	
5.3	 	Subsidiaries and Investments	
5.4	 	No Conflicts of Aon	
5.5	 	Financial Statements; Exceptions	
5.6	 	Operations Since Balance Sheet Date	
5.7	 	Taxes	
5.8	 	Governmental Permits	
5.9	 	Real Property	
5.10	 	Personal Property Leases	
5.11(a)	 	List of Intellectual Property	
5.11(b)	 	Software	
5.11(c)	 	Right, Title and Interest in Copyrights, Patent Rights and Trademarks	
5.11(d)	 	Registrations of Copyrights, Patent Rights, Trademarks and Software	
5.11(e)	 	Infringement of Copyrights, Patent Rights and Trademarks	
5.11(f)	 	Challenge to Copyrights, Patent Rights and Trademarks	
5.13	 	Violation, Litigation or Regulatory Action of the Company and the Subsidiaries	
5.14	 	Contracts	
5.15	 	Status of Contracts	
5.16(a)	 	Welfare Plans and Pension Plans	
5.16(b)	 	Other Material Employee Benefits	
5.16(c)	 	International Employee Benefit Plans	
5.17	 	Environmental Matters	
5.18	 	Employee Relations and Agreements	
5.19	 	No Undisclosed Liabilities	
5.20	 	Sufficiency of Assets	
5.23	 	Insurance Contracts	
5.24	 	Reinsurance Agreements	
5.25	 	Producers	
5.28	 	Rating Agencies	
5.31	 	Portfolio Investments	
6.2(b)(ii)	 	No Conflicts of Buyer	
7.3(a)	 	Consent of Third Party	
7.4	 	Operations Prior to Closing Date	

 

7.5(b)	 	Intercompany Indebtedness	
7.6	 	Special Dividend	
7.7	 	Vendor Contracts	
8.2(c)	 	Assumed Plan Liabilities and Assumed International Plans	
8.2(e)	 	Individual Employment Contracts	
8.8	 	Post-Closing Restructuring	
9.3	 	Necessary Governmental Approvals of Seller	
10.3	 	Necessary Governmental Approvals of Buyer	
 
2

 
STOCK PURCHASE AGREEMENT
 
STOCK PURCHASE AGREEMENT , dated as of December 14, 2007, by and between Aon Corporation, a Delaware corporation (“ Aon ”), and ACE Limited, a Cayman Islands company (“ Buyer ”).
 
PRELIMINARY STATEMENT:
 
WHEREAS, Aon is the owner of all of the outstanding shares of capital stock of Combined Insurance Company of America, an Illinois corporation (the “ Company ”);
 
WHEREAS, the Company is the direct or indirect owner of 100% of the issued and outstanding capital stock or similar equity interests of each of those entities set forth in Annex A (except as otherwise set forth therein) (each, a “ Subsidiary ” and collectively, the “ Subsidiaries ”); and
 
WHEREAS, Aon desires to sell to Buyer, and Buyer desires to purchase from Aon, all of the issued and outstanding capital stock of the Company (the “ Shares ”), all on the terms and subject to the conditions set forth herein.
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed between Buyer and Aon as follows:
 
ARTICLE I
DEFINITIONS
 
Section 1.1            Definitions .   In this Agreement, the following terms have the meanings specified or referred to in this Section 1.1 and shall be equally applicable to both the singular and plural forms.
 
“ Accounting Firm ” has the meaning specified in Section 4.5(b) .
 
“ Acquired Business ” has the meaning specified in Section 8.6(d) .
 
“ Administrative Authority ” means any foreign, federal, state, local or other governmental authority, regulatory body or stock exchange or listing authority, including any applicable department of insurance.
 
“ Affiliate ” means, with respect to any Person, any other Person which, at the time of determination, directly or indirectly Controls, is Controlled by or is under Common Control with such Person.
 
“ After-Tax Basis ” means that, in determining the amount of the payment necessary to indemnify any party against, or reimburse any party for, Losses, the amount of such Losses shall be determined net of any Tax benefit actually realized by the Indemnified Party (or any Affiliate thereof) as the result of sustaining or paying such Losses (including as the result of facts or circumstances due to which the Indemnified Party sustained or paid such Losses).  Such Tax benefits shall be computed using reasonable assumptions.

 
“ Agreed Accounting Principles ” means the accounting principles, practices and methodologies applied in the preparation of the Balance Sheet; provided , however , that Buyer and Aon acknowledge and agree that Closing Date Net Worth shall be calculated (i) using currency exchange rates for translation purposes in effect on the date of this Agreement (as reported in The Wall Street Journal ), (ii) so that the amount for unrealized investment gains or losses shall be deemed to equal the amount as of the end of the month immediately preceding the date of this Agreement and (iii) not to include or reflect any matter for which Aon is obligated to indemnify the Buyer Group Members under this Agreement, regardless of whether such matter would be required to be included or reflected by GAAP.
 
“ Agreement ” means this Stock Purchase Agreement.
 
“ Allocation Schedule ” has the meaning specified in Section 8.1(e) .
 
“ Aon ” has the meaning specified in the first paragraph of this Agreement.
 
“ Aon Options ” has the meaning specified in Section 8.1(g) .
 
“ Aon Stock-Based Awards ” has the meaning specified in Section 8.1(g) .
 
“ Aon Transition Services Agreement ” means the Transition Services Agreement in the form attached hereto as Exhibit B-1 .
 
“ Aon’s Accountants ” has the meaning specified in Section 4.5(b) .
 
“ Aon’s DC Plans ” has the meaning specified in Section 8.2(c) .
 
“ Assumed International Plans ” has the meaning specified in Section 8.2(c) .
 
“ Assumed Plan Liabilities ” has the meaning specified in Section 8.2(c) .
 
“ Balance Sheet ” means the unaudited consolidated balance sheet of the Company and the Subsidiaries as of December 31, 2006 included in Schedule 5.5 .
 
“ Balance Sheet Date ” means June 30, 2007.
 
“ Base Purchase Price ” has the meaning specified in Section 3.1 .
 
“ Business Agreements ” has the meaning specified in Section 5.15 .
 
“ Buyer ” has the meaning specified in the first paragraph of this Agreement.
 
“ Buyer Ancillary Agreements ” means all agreements, instruments and documents being or to be executed and delivered by Buyer or an Affiliate of Buyer (including the Company and the Subsidiaries on or after the Closing Date) under this Agreement or in connection herewith.
 
2

 
“ Buyer Group Member ” means (i) Buyer and its Affiliates (which, for purposes of Article XI , shall include the Company and the Subsidiaries), (ii) their respective directors, officers and employees and (iii) the successors and assigns of the foregoing.
 
“ Buyer Plans ” has the meaning specified in Section 8.2(h) .
 
“ Buyer’s DC Plans ” has the meaning specified in Section 8.2(c) .
 
“ Change of Control ” means a transaction pursuant to which Control of Aon (including by ownership of more than 50% of the voting equity securities of Aon) or ownership of more than 50% of the consolidated assets of Aon is acquired, directly or indirectly, by a Person not already an Affiliate of Aon as of the Closing Date through (x) a tender or exchange offer, merger, consolidation, share exchange or other business combination, (y) a sale of securities, recapitalization, liquidation or dissolution or (z) a sale of assets.
 
“ Claim Notice ” has the meaning specified in Section 11.3 .
 
“ Closing ” means the closing of the transfer of the Shares from Aon to Buyer in exchange for the Preliminary Purchase Price.
 
“ Closing Date ” has the meaning specified in Section 4.1 .
 
“ Closing Date Net Worth ” means Net Worth as of the close of business on the day before the Closing Date, after giving effect to (i) any cash dividends to Aon and (ii) the transactions contemplated by Sections 7.5 and 7.6 .
 
“ COBRA ” has the meaning specified in Section 8.2(l) .
 
“ Code ” means the Internal Revenue Code of 1986.
 
“ Company ” has the meaning specified in the first recital of this Agreement.
 
“ Company Employment Agreement ” has the meaning specified in Section 5.18(e) .
 
“ Company Plan ” has the meaning specified in Section 5.16(a) .
 
“ Compensation Deduction ” has the meaning specified in Section 8.1(g) .
 
“ Competition Law ” means any Requirements of Law that provide for merger control or are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade.
 
“ Computer Hardware ” means any computer hardware, equipment and peripherals of any kind and of any platform, including desktop and laptop personal computers, related hubs, routers, switches and modems, handheld computerized devices, mid-range and mainframe computers, process control and distributed control systems, except telephone and voicemail systems, and network telecommunications equipment.
 
3

 
“ Confidentiality Agreement ” means that certain letter agreement dated September 4, 2007 between Buyer and Aon.
 
“ Control ” means, as to any Person, the ownership of more than 50% of the voting equity securities of such Person.  The terms “Controlled by” and “under Common Control with” shall have correlative meanings.
 
“ Copyrights ” means United States and foreign registered copyrights, and pending applications to register the same.
 
“ Court Order ” means any judgment, order, award or decree of any foreign, federal, state, local or other court or tribunal and any award in any arbitration proceeding.
 
“ Encumbrance ” means any lien, adverse claim, charge, security interest, mortgage, pledge, easement, conditional sale or other title retention agreement, defect in title or other restrictions of a similar kind.
 
“ Environmental Laws ” means all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, in each case concerning worker health and safety and pollution or protection of the environment.
 
“ Environmental Matter ” means any matter relating to (i) the Release or threatened Release of a Hazardous Material or (ii) violations of or liabilities arising under applicable Environmental Laws.
 
“ ERISA ” means the Employee Retirement Income Security Act of 1974.
 
“ ERISA Affiliate ” means any trade or business (whether or not incorporated) which would be considered a single employer with the Company pursuant to Section 414(b) or (c) of the Code and the regulations promulgated under those Sections.
 
“ Estimated Closing Date Net Worth ” means Aon’s good faith estimate of the Closing Date Net Worth.
 
“ Estimated Net Worth Adjustment Amount ” means the Estimated Closing Date Net Worth minus $1,174,000,000.
 
“ Excluded Taxes ” has the meaning specified in Section 8.1(a) .
 
“ Exempt Business Activities ” means any business activities of the type conducted by Aon or any Affiliate of Aon (other than the Company and the Subsidiaries as of the date of this Agreement) and any business activities incidental thereto.
 
“ Expenses ” means any and all reasonable out-of-pocket expenses actually incurred in connection with defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including reasonable fees and disbursements of legal counsel).
 
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“ Financial Statements ” has the meaning specified in Section 5.5 .
 
“ Forms ” has the meaning specified in Section 8.1(e) .
 
“ GAAP ” means United States generally accepted accounting principles, consistently applied.
 
“ Glenview Sublease ” means the Sublease Agreement in the form of Exhibit A attached hereto.
 
“ Governmental Permits ” has the meaning specified in Section 5.8 .
 
“ Guaranties ” has the meaning specified in Section 8.5 .
 
“ Hazardous Materials ”  means any waste, pollutant, contaminant, toxic substance, special waste or hazardous substance regulated by any Environmental Law, including, for purposes of this Agreement, petroleum or petroleum wastes.
 
“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
 
“ Indemnified Party ” has the meaning specified in Section 11.3 .
 
“ Indemnitor ” has the meaning specified in Section 11.3 .
 
“ Insurance Contracts ” has the meaning specified in Section 5.23(a) .
 
“ Intellectual Property ” means Copyrights, Patent Rights, Trademarks and Trade Secrets.
 
“ International Benefit Plan ” has the meaning specified in Section 5.16(c) .
 
“ Knowledge of Aon ” means, as to a particular matter, the current actual knowledge of the following persons:  Aon’s Senior Vice President/Treasurer and each of Douglas R. Wendt, James P. Zils, Des Bosnic, Clive Robinson, Steven E. Lippai, James L. Coleman and David A. Goldberg and with respect to tax matters, Aon’s Vice President/Tax.
 
“ Leased Real Property ” has the meaning specified in Section 5.9 .
 
“ Losses ” means any and all out-of-pocket losses, costs, settlement payments, awards, judgments, fines, penalties, damages, expenses (including reasonable attorneys’ fees), disbursements , deficiencies or other charges.
 
“ Material Adverse Effect ” means a material adverse effect on the business, assets, results of operations or financial condition of the Company and the Subsidiaries taken as a whole, other than any such effect resulting or arising from, in whole or in part, (i) general economic or political conditions or any conditions generally affecting any segment of the industries in which the Company or the Subsidiaries operate, (ii) any change in Requirements of Law, GAAP or SAP, or any interpretation of any of the foregoing except to the extent disproportionately affecting the Company and the Subsidiaries, (iii) the execution of this
 
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Agreement, the public announcement hereof or the consummation of the transactions contemplated hereby (including required compliance with the terms of this Agreement), (iv) any change in currency exchange rates, interest rates or the financial or securities markets generally, (v) any action taken by (or at the request of) Buyer or any of its Affiliates, (vi) changes caused by acts of terrorism or war (whether or not declared) occurring after the date of this Agreement and (vii) any effect that is cured by Aon prior to the Closing.
“ MEC ” has the meaning specified in Section 5.7 .
 
“ Multiemployer Plan ” means a “multiemployer plan,” as defined in Section 4001(a)(3) of ERISA.
 
“ Net Worth ” means an amount equal to (i) the value of the assets of the Company and the Subsidiaries, taken as a whole, determined in accordance with the Agreed Accounting Principles minus (ii) the value of the liabilities of the Company and the Subsidiaries, taken as a whole, determined in accordance with the Agreed Accounting Principles, in each case, as of the date of determination.
 
“ Net Worth Adjustment Amount ” means the Closing Date Net Worth minus $1,174,000,000.
 
“ Net Worth Adjustment Report ” has the meaning specified in Section 4.5(a) .
 
“ Net Worth Adjustment Report Finalization Date ” means the date which is 60 days after the date on which the Net Worth Adjustment Report is delivered by Buyer to Aon; provided , however , that if Aon or Aon’s Accountant delivers a notice of exception within such 60-day period, and if any change to the Net Worth Adjustment Report is agreed to by Buyer and Aon in accordance with Section 4.5 , then the date on which Buyer and Aon agree in writing to such change shall be the Net Worth Adjustment Report Finalization Date; provided , further , that if Aon and Buyer cannot agree upon the Net Worth Adjustment Amount, then the date on which the Accounting Firm delivers its decision with respect to such dispute in accordance with Section 4.5 shall be the Net Worth Adjustment Report Finalization Date.
 
“ Owned Real Property ” has the meaning specified in Section 5.9 .
 
“ Owned Real Property Permitted Exceptions ” means (i) Permitted Encumbrances, (ii) all leases, licenses and occupancy and/or use agreements affecting the Owned Real Property (or any portion thereof) whether or not recorded against the Owned Real Property; (iii) all matters and exceptions set forth in any title reports made available to Buyer; (iv) Encumbrances with respect to the Owned Real Property created by or resulting from the acts or omissions of Buyer or any of its Affiliates, employees, officers, directors, agents, representatives, contractors, invitees or licensees; (v) Encumbrances created by any of the documents to be executed in connection with the Closing or under this Agreement whether prior to, at or after the Closing; (vi) all matters shown on or referenced in any surveys made available to Buyer; (vii) local, county, state and federal laws, ordinances or governmental regulations, including building and zoning laws, ordinances and regulations now or hereafter in effect relating to the Owned Real Property; and (viii) any and all service contracts and agreements affecting the Owned Real Property as of the date hereof, and any and all service contracts and agreements entered into after
 
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the date of this Agreement in accordance with the provisions of this Agreement, in each case, to the extent in effect as of the Closing.
 
“ Patent Rights ” means United States and foreign patents, patent applications, continuations, continuations-in-part, divisions or reissues.
 
“ Pension Plan ” means any pension plan, as defined in Section 3(2) of ERISA, applied without regard to the exceptions from coverage contained in Section 4(b)(4) or 4(b)(5) thereof.
 
“ Permitted Encumbrances ” means (i) liens for Taxes and other governmental charges and assessments which are not yet due and payable, (ii) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable, (iii) Encumbrances identified on the Schedules to this Agreement, (iv) other Encumbrances or imperfections on property which are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such Encumbrance or imperfection, (v) Encumbrances imposed by the Securities Act of 1933 or any applicable state securities law and (vi) Encumbrances that are set forth on the Balance Sheet or Statutory Statements.
 
“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Administrative Authority.
 
“ Potential Transaction ” has the meaning specified in Section 7.8(a) .
 
“ Preliminary Purchase Price ” has the meaning specified in Section 4.2(a) .
 
“ Proceeding ” has the meaning specified in Section 8.1(c) .
 
“ Producers ” has the meaning specified in Section 5.25 .
 
“ Purchase Price ” has the meaning specified in Section 3.1 .
 
“ Regulatory Agreement ” has the meaning specified in Section 5.13(e) .
 
“ Reinsurance Agreement ” has the meaning specified in Section 5.24 .
 
“ Release ” means the release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Hazardous Material into the environment.
 
“ Requirements of Law ” means any foreign, federal, state and local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Administrative Authority.
 
“ Reserved Consolidated Taxes ” has the meaning specified in Section 8.1(a) .
 
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“ Reserved Taxes ” has the meaning specified in Section 8.1(a) .
 
“ Restricted Business ” means the underwriting of supplemental accident & health and life insurance products as conducted by the Company and the Subsidiaries as of the date hereof or the immediately preceding 12 month period.
 
“ Retained Names and Marks ” has the meaning specified in Section 8.7(a) .
 
“ SAP ” means the statutory or regulatory accounting principles and practices prescribed or permitted by applicable U.S. or foreign insurance or other regulatory authorities for purposes of financial reporting.
 
“ Section 338(h)(10) Election ” has the meaning set forth in Section 8.1(e) .
 
“ Section 338 Taxes ” means Taxes imposed by any taxing jurisdiction with respect to which a Section 338(h)(10) Election is expressly made in accordance with paragraph (e) of Section 8.1 , to the extent such Taxes are imposed as a result of such Section 338(h)(10) Election.
 
“ Seller Ancillary Agreements ” means all agreements, instruments and documents being or to be executed and delivered by Aon under this Agreement or in connection herewith.
 
“ Seller Group Member ” means (i) Aon and its Affiliates, (ii) the directors, officers and employees of Aon and its Affiliates and (iii) the successors and assigns of the foregoing.
 
“ Shares ” has the meaning specified in the third recital of this Agreement.
 
“ Software ” means computer software programs and related documentation and materials, whether in source code, object code or human readable form; provided , however , that Software does not include software that is available generally through retail stores, distribution networks or is otherwise subject to “shrink-wrap” or “click-through” license agreements, including any software pre-installed in the ordinary course of business as a standard part of hardware purchased by the Company or any Subsidiary.
 
“ Special Dividend ” has the meaning specified in Section 7.6 .
 
“ Specified Representations and Warranties ” means the representations and warranties in Sections 5.4(b) , 5.6 , 5.11(a) , 5.11(b) , 5.16(b)  (other than the second sentence thereof) and 5.20 .
 
“ Standard & Poor’s ” has the meaning specified in Section 5.28 .
 
“ Statutory Statements ” has the meaning specified in Section 5.22(a) .
 
“ Sterling ” means Sterling Life Insurance Company, an Illinois corporation.
 
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“ Sterling Agreement ” means that certain Stock Purchase Agreement, dated as of December 14, 2007, relating to the sale of all of the issued and outstanding shares of capital stock of Sterling.
 
“ Sterling Transition Services Agreement ” means the Transition Services Agreement in the form attached hereto as Exhibit B-2 .
 
“ Straddle Period ” means any taxable year or period beginning before and ending after the Closing Date.
 
“ Subsidiary ” and “ Subsidiaries ” each have the meaning specified in the second recital of this Agreement.
 
“ Tax ” (and, with correlative meaning, “ Taxes ”) means any federal, state, local or foreign income, gross receipts, premium, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value added, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any governmental authority.
 
“ Tax Package ” has the meaning set forth in Section 8.1(b) .
 
“ Tax Return ” means any return, report or similar statement required to be filed with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.
 
“ Termination Date ” has the meaning set forth in Section 12.1(e) .
 
“ Third Party Consent ” has the meaning specified in Section 7.3(a) .
 
“ Trade Secrets ” means confidential ideas, trade secrets, know-how, concepts, methods, processes, formulae, reports, data, customer lists, mailing lists, business plans, or other proprietary information that provides the owner with a competitive advantage.
 
“ Trademarks ” means registered United States federal, state and foreign trademarks, service marks and trade names, and pending applications to register the foregoing.
 
“ Transferred Employees ” has the meaning specified in Section 8.2(a) .
 
“ Underwriting Companies ” means Combined Insurance Company of America, Combined Insurance Company of Europe Limited, Combined Life Assurance Company of Europe Limited, Combined Life Insurance Company of Australia Limited and Combined Life Insurance Company of New York.
 
“ Vendor Contracts ” means the contracts set forth on Schedule 7.7 between Aon or one of its Affiliates and two of Aon’s vendors.
 
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“ Welfare Plan ” means any welfare plan, as defined in Section 3(1) of ERISA, applied without regard to the exceptions from coverage contained in Sections 4(b)(4) or 4(b)(5) thereof.
 
Section 1.2            Interpretation .   For purposes of this Agreement:  (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (ii) the word “or” is not exclusive; (iii) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole, including all Annexes, Exhibits and Schedules attached to this Agreement; and (iv) any rules o f construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by the parties hereto .  Unless the context otherwise requires, references herein:  (i) to Articles, Sections, Annexes, Exhibits and Schedules mean the Articles and Sections of, and the Annexes, Exhibits and Schedules attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder, in each case through the date of this Agreement.  The Annexes, Exhibits and Schedules referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein.  Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement.  Unless expressly indicated to the contrary, all dollar amounts are expressed in United States funds, and all amounts payable hereunder shall be paid in United States funds.
 
ARTICLE II
PURCHASE AND SALE
 
Section 2.1            Purchase and Sale of the Shares .   Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Aon shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept from Aon the Shares free and clear of all Encumbrances, except for any restrictions on transfer which arise under the Securities Act of 1933 and any comparable securities laws.
ARTICLE III
PURCHASE PRICE
 
Section 3.1            Purchase Price .   The purchase price for the Shares shall be equal to $2,400,000,000 (Two Billion Four Hundred Million Dollars) (the “ Base Purchase Price ”), plus (or, if a negative amount, minus the absolute value of) the Net Worth Adjustment Amount (the Base Purchase Price, as adjusted by the Net Worth Adjustment Amount, the “ Purchase Price ”).  The Purchase Price shall be paid pursuant to Article IV .
 
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ARTICLE IV
CLOSING
 
Section 4.1            Closing Date .   The Closing shall be consummated on a date and at a time agreed upon by Buyer and Aon, but in no event later than the fifth (5 th ) business day after the date on which the last unsatisfied or unwaived condition set forth in Articles IX and X (other than any such condition to be fulfilled at the Closing) has been satisfied or waived, at the offices of Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois, or at such other time and place as shall be agreed upon by Buyer and Aon.  The time and date on which the Closing is actually held is referred to herein as the “ Closing Date .”
 
Section 4.2            Payment on the Closing Date .  (a)  Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX , at the Closing, Buyer shall pay to Aon an amount equal to the Base Purchase Price, plus (or, if a negative amount, minus the absolute value of) the Estimated Net Worth Adjustment Amount (the “ Preliminary Purchase Price ”), by wire transfer of immediately available funds to the bank account or accounts specified by Aon in accordance with paragraph (b) hereof.
 
(b)           Not less than three (3) business days prior to the Closing Date, Aon shall prepare and deliver to Buyer (i) Aon’s calculation (with reasonable detail) of the Estimated Net Worth Adjustment Amount, (ii) the amount of the Preliminary Purchase Price and (iii) the wire transfer instructions for Aon.
 
Section 4.3            Buyer’s Additional Closing Date Deliveries .   Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX , at the Closing Buyer shall deliver to Aon, in addition to the Preliminary Purchase Price, all of the following:
 
(a)           Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Aon, as to:  (i) the Certificate of Incorporation of Buyer; (ii) the By-Laws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement;
 
(b)           The Aon Transition Services Agreement, duly executed by the Company and if not previously executed, the Sterling Transition Services Agreement duly executed by the Company;
 
(c)           The certificate contemplated by Section 10.1 , duly executed by a duly authorized officer of Buyer; and
 
(d)           All consents, waivers and approvals that are obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement pursuant to Articles IX and X .
 
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Section 4.4            Aon’s Closing Date Deliveries .   Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X , at the Closing Aon shall deliver (or cause to be delivered) to Buyer all of the following:
 
(a)           Certificate of the secretary or an assistant secretary of Aon, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to:  (i) the Certificate of Incorporation of Aon; (ii) the By-Laws of Aon; (iii) the resolutions of the Board of Directors of Aon authorizing the execution and performance of this Agreement, the Seller Ancillary Agreements and the transactions contemplated hereby and thereby; and (iv) the incumbency and signatures of the officers of Aon executing this Agreement and each Seller Ancillary Agreement;
 
(b)           Stock certificates representing all of the Shares, duly executed in blank or accompanied by duly executed instruments of transfer;
 
(c)           Stock certificates representing all of the outstanding shares of capital stock of each of the Subsidiaries registered in the names set forth on Annex A ;
 
(d)           The Glenview Sublease, duly executed by each of Aon and the Company;
 
(e)           The Aon Transition Services Agreement, duly executed by Aon and if not previously executed, the Sterling Transition Services Agreement duly executed by Aon;
 
(f)            All consents, waivers and approvals that are obtained by Aon with respect to the consummation of the transactions contemplated by this Agreement pursuant to Articles IX and X ;
 
(g)           The certificates contemplated by Sections 9.1 and 9.6 , duly executed by a duly authorized officer of Aon;
 
(h)           The Seller Ancillary Agreements, duly executed by Aon and/or one or more of its Affiliates as specified therein;
 
(i)            Certificates as to the good standing or comparable status (to the extent jurisdictions recognize such concept) of the Company and each Subsidiary (other than the Underwriting Companies) from the respective jurisdictions of their incorporation or domicile to the extent such jurisdictions deliver such documentation in the ordinary course, dated as of a date not earlier than 7 days (or in the case of foreign Subsidiaries, 21 days) prior to the Closing Date;
 
(j)            Certificates obtained from the respective departments of insurance (or comparable governmental entity) of the jurisdiction or domicile of each of the Underwriting Companies evidencing the continued existence and licensure (to the extent jurisdictions recognize such concept) of each Underwriting Company as an insurance company to the extent such jurisdictions deliver such documentation in the ordinary course, dated as of the date not earlier than 7 days (or in the case of foreign Underwriting Companies, 21 days) prior to the Closing Date;
 
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(k)           Evidence of the termination and full satisfaction and discharge of any liabilities and obligations under of each of the agreements giving rise to any indebtedness identified in Schedule 7.5(b) ; and
 
(l)            The written resignations of the directors of the Company and the Subsidiaries specified in writing by Buyer.
 
Section 4.5            Determination of the Net Worth Adjustment Amount .   (a)  On or before 60 days following the Closing Date, Buyer shall prepare and deliver to Aon a report (the “ Net Worth Adjustment Report ”) setting forth in reasonable detail and with appropriate documentation Buyer’s computation of Closing Date Net Worth.
 
(b)           After delivery of the Net Worth Adjustment Report to Aon, Aon and/or a firm of independent public accountants designated by Aon (“ Aon’s Accountants ”) will be entitled to reasonable access during normal business hours to the relevant records and working papers of Buyer and its accountants to aid in their review of the Net Worth Adjustment Report.  The Net Worth Adjustment Report will be deemed to be accepted by and shall be conclusive for purposes of determining the Net Worth Adjustment Amount except to the extent, if any, that Aon or Aon’s Accountants shall have delivered within 60 days after the date on which the Net Worth Adjustment Report is delivered to Aon, a written notice to Buyer specifying in reasonable detail the nature and extent of any such exceptions (it being understood that any portion of the Net Worth Adjustment Amount that is not disputed shall be paid promptly).  If a change proposed by Aon is disputed by Buyer, then Aon and Buyer shall negotiate in good faith to resolve such dispute.  If, after a period of 20 days following the date on which Aon gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Aon shall together choose an independent firm of public accountants of nationally-recognized standing (the “ Accounting Firm ”) to resolve any remaining disputes.  The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to the Net Worth Adjustment Amount.  The decision of the Accounting Firm shall be final and binding and shall be in accordance with the provisions of this Section 4.5 .  All of the fees and expenses of the Accounting Firm shall be borne by Buyer and Aon in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by Buyer and Aon, respectively (as finally determined by the Accounting Firm), bears to the total amount of items submitted to the Accounting Firm.
 
(c)          Within five (5) business days following the applicable Net Worth Adjustment Report Finalization Date, Aon and Buyer shall pay the following amounts as applicable:
 
(i)            if the Estimated Closing Date Net Worth exceeds the Closing Date Net Worth, as calculated in accordance with this Section 4.5 , Aon shall pay to Buyer the difference thereof by wire transfer of immediately available funds to an account specified in writing to Aon by Buyer; and
 
(ii)           if the Closing Date Net Worth, as calculated in accordance with this Section 4.5 , exceeds the Estimated Closing Date Net Worth, Buyer shall pay to Aon the
 
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difference thereof by wire transfer of immediately available funds to an account or accounts specified in writing to Buyer by Aon.
 
Any payment required to be made pursuant to this Section 4.5(c)  shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to thirty (30) day LIBOR in effect on the Closing Date as reported in The Wall Street Journal .
 
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF AON
 
As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Aon represents and warrants to Buyer as follows:
 
Section 5.1            Organization of the Company and the Subsidiaries .   Each of the Company and the Subsidiaries has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation.  Each of the Company and the Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.  Each of the Company and the Subsidiaries has full corporate (or other organizational) power and authority to own or lease and operate its assets and to carry on its business in the manner that it was conducted immediately prior to the date of this Agreement.  Except as set forth in Schedule 5.1 , Aon has made available to Buyer prior to the execution of this Agreement true, correct and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents) for the Company and each Subsidiary.
 
Section 5.2            Capital Structure of the Company and the Subsidiaries .  The authorized capital stock of the Company consists of 28,338,567 shares of common stock, par value $1.00 per share, of which 28,338,567 shares are issued and outstanding, all of which are owned by Aon free and clear of all Encumbrances.  No shares of any other class or series of capital stock of the Company are authorized, issued or outstanding.  All of the outstanding shares of capital stock or other equity interests of the Company and each Subsidiary are validly issued, fully paid and non-assessable and free of preemptive rights.  The name, jurisdiction of incorporation and the record owner thereof of each of the Subsidiaries is as set forth in Annex A .  All shares of capital stock or other equity interests of each of the Subsidiaries is owned as set forth in Annex A , in each case free and clear of all Encumbrances.  Except for this Agreement and except as set forth in Schedule 5.2 , there are no agreements, arrangements, options, warrants, rights or commitments of any character relating to the issuance, sale, purchase, redemption or voting of any shares of capital stock of, or other equity interests in, the Company or any of the Subsidiaries.
 
Section 5.3            Subsidiaries and Investments .   Except for the Subsidiaries and as set forth in Schedule 5.3 , neither the Company nor any Subsidiary, directly or indirectly, owns or has the right to acquire any outstanding voting securities or other equity interests in any
 
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corporation, partnership, joint venture or other entity, other than investment assets owned or held in the ordinary course of business.
 
Section 5.4            Authority of Aon; Conflicts .   (a)  Aon has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware.  Aon has full power and authority to execute, deliver and perform this Agreement and each of the Seller Ancillary Agreements.  The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements by Aon have been duly authorized and approved by Aon’s board of directors and do not require any further authorization or consent of Aon or its stockholders.  This Agreement has been duly authorized, executed and delivered by Aon and (assuming the valid authorization, execution and delivery by Buyer) is the legal, valid and binding obligation of Aon enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Aon and upon execution and delivery by Aon will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) a legal, valid and binding obligation of Aon enforceable in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.
 
(b)           Except as set forth in Schedule 5.4 , neither the execution and delivery by Aon of this Agreement or any of the Seller Ancillary Agreements or the consummation by Aon of any of the transactions contemplated hereby or thereby nor compliance by Aon with or fulfillment by Aon of the terms, conditions and provisions hereof or thereof will:
 
(i)            except as may result from any facts or circumstances relating to Buyer, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon Aon, any of the Shares or any of the assets of Aon, the Company or any Subsidiary, under (1) the certificate of incorporation or by-laws (or similar organizational documents) of Aon, the Company or any Subsidiary, (2) any of the Business Agreements, (3) any note, instrument, mortgage, lease, franchise or financial obligation to which Aon is a party or by which Aon is bound, (4) any Court Order to which Aon, the Company or any Subsidiary is a party or by which Aon, the Company or any Subsidiary is bound or (5) assuming that all necessary consents, approvals, authorizations and other actions described in Section 5.4(b)(ii)  have been obtained, all filings and notifications described in Schedule 5.4 have been made and any applicable waiting period has expired or been terminated, any Requirements of Law affecting Aon, the Company or any Subsidiary, other than, in the case of clauses (2), (3), (4) and (5) above, any such violations, breaches, defaults, rights, loss of rights or Encumbrances that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby; or
(ii)           require the approval, consent, authorization or act of, or the making by Aon, the Company or any Subsidiary of any declaration, filing or registration with, any Administrative Authority except (1) in connection, or in compliance, with the provisions of the HSR Act or similar Competition Laws in foreign jurisdictions, (2) acquisition of control statement filings and preacquisition statements required under applicable state insurance holding company system laws and regulations and any other insurance regulatory approvals, consents,
 
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filings or notices required by any applicable insurance Requirements of Law, (3) such filings as may be required in connection with the Taxes described in Section 8.1 and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby.
 
Section 5.5            Financial Statements .   Schedule 5.5 contains (a) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of December 31, 2006 and the related unaudited consolidated statements of income and cash flows of the Company and the Subsidiaries for the year then ended and (b) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of the Balance Sheet Date and the related statements of income and cash flows for the six (6) months then ended (collectively, the “ Financial Statements ”).  Except as set forth therein and except as set forth in Schedule 5.5 , the Financial Statements have been prepared in conformity, in all material respects, with GAAP (except that the Financial Statements do not contain footnotes), and such Financial Statements present fairly in accordance with GAAP, in all material respects, the financial position and results of operations of the Company and the Subsidiaries, as of their respective dates and for the respective periods covered thereby, subject, in the case of the financial statements referred to in clause (b), to normal year-end adjustments.
 
Section 5.6            Operations Since Balance Sheet Date .   Except as set forth in Schedule 5.6 , from the Balance Sheet Date through the date hereof, there has been no Material Adverse Effect.  Except as set forth in Schedule 5.6 , from the Balance Sheet Date through the date hereof, the Company and the Subsidiaries have conducted their businesses in all material respects in the ordinary course of business consistent with past practice.  Without limiting the generality of the foregoing, from the Balance Sheet Date through the date hereof, except as set forth in Schedule 5.6 , neither the Company nor any Subsidiary has:
 
(a)           sold, leased (as lessor), transferred or otherwise disposed of (other than any transfers to any Affiliate of the Company or such Subsidiary), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by the Company or such Subsidiary after the Balance Sheet Date, except for (i) assets sold or otherwise disposed of in the ordinary course of business consistent with past practice and (ii) Permitted Encumbrances;
 
(b)           (i) made any investments other than in accordance with the investment policies of the Company and the Subsidiaries as then in effect, (ii) made any amendments to its investment policies or (iii) realized gains or losses on the investment portfolio of the Company and the Subsidiaries, in the case of clauses (i), (ii) or (iii) other than in the ordinary course of business consistent with the past practice of the Company and the Subsidiaries;
 
(c)           cancelled any debts owed to or claims held by it (including the settlement of any claims or litigation) other than in the ordinary course of business consistent with past practice;
 
(d)           created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money (other than money borrowed or advances from any of its
 
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Affiliates) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13);
 
(e)           made any material change in the cash compensation of their employees (excluding any arrangements that do not involve payments by the Company or the Subsidiaries after the Closing), other than changes made in accordance with normal compensation practices or pursuant to existing contractual commitments and consistent with past compensation practices;
 
(f)            except as set forth in Schedule 5.18 , instituted any material increase in any benefit provided under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of the Company or such Subsidiary other than in the ordinary course of business (excluding any arrangements that do not involve payments by the Company or the Subsidiaries after the Closing);
 
(g)           acquired (by merger, consolidation, acquisition of stock or assets or otherwise) any Person or assets comprising a business or made any investment, either by purchase of stock or other securities or contribution to capital, that is material to the Company and the Subsidiaries taken as a whole;
 
(h)           made, or agreed to make, any distribution or other disposition of assets (including cash or cash equivalents) to Aon or any of its Affiliates;
 
(i)            (1) entered into any employment or severance agreement, other than for new employees in the ordinary course of business, (2) increased the benefits payable in the aggregate under severance or termination pay plans or policies, other than as required by Requirements of Law, (3) adopted any new or amended any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan or policy for the benefit of any director, officer or employee, other than (A) for new employees in the ordinary course of business, (B) as required by Requirements of Law, (C) amendments to bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation and employee benefit plans or policies which are applicable to all or a portion of the Company and the Subsidiaries and which do not in the aggregate increase amounts otherwise payable under such plans or policies and (D) any change generally applicable to Aon employees or any change in the ordinary course consistent with past compensation practices, (4) increased the compensation or benefits of any director or executive officer, other than in the ordinary course of business and other than pursuant to Requirements of Law or Company Employment Agreements or (5) waived or amended the terms of any non-competition or non-solicitation agreement with any employee;
 
(j)            made any change in or revoked any tax election or method of accounting for Tax purposes or entered into or amended any Tax sharing agreement or Tax indemnity;
 
(k)           made any change in any of the material accounting principles, practices, methods or policies (including but not limited to any reserving methods, practices or policies), except as may be required as a result of a change in Requirements of Law, GAAP or SAP; or
 
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(l)             made any change in their charters or by-laws or issued any capital stock (or securities exchangeable, convertible or exercisable for capital stock).
 
Section 5.7             Taxes .   Except as set forth in Schedule 5.7 : (i) each of the Company and the Subsidiaries has filed all material Tax Returns required to have been filed by the Company or such Subsidiary on or before the date hereof; (ii) all Taxes shown to be due on the Tax Returns referred to in clause (i) have been timely paid; (iii) neither the Company nor any of the Subsidiaries has waived in writing any statute of limitations in respect of Taxes of the Company or such Subsidiary which waiver is currently in effect; (iv) neither the Internal Revenue Service nor any other Tax authority is now asserting, or, to the Knowledge of Aon, threatening to assert any issues in connection with the examination of the Tax Returns referred to in clause (i); (v) all deficiencies asserted or assessments made as a result of any examination of the Tax Returns referred to in clause (i) by a taxing authority have been paid in full; (vi) there are no liens for Taxes upon the assets of the Company or any of the Subsidiaries except liens constituting Permitted Encumbrances; (vii) all Tax sharing arrangements and Tax indemnity arrangements relating to the Company (other than this Agreement) will terminate on or prior to the Closing Date and neither the Company nor any of the Subsidiaries will have any liability thereunder on or after the Closing Date; (viii) all material Taxes which the Company or any Subsidiary is required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or have been accrued, reserved against and entered on the books of the Company or such Subsidiary; (ix) neither the Company nor any Subsidiary will, as a result of this Agreement, make or become obligated to make any “parachute payment” as defined in Section 280G of the Code; (x) Buyer will not be required to deduct or withhold any consideration or amount paid to Aon pursuant to Section 1445(a) of the Code in connection with this Agreement; (xi) the Company and the Subsidiaries have filed Tax Returns in each jurisdiction in which they are required to file a Tax Return and no claim has been asserted by any taxing authority that the Company or any of the Subsidiaries should have filed a Tax Return in any jurisdiction where the Company and the Subsidiaries have not filed a Tax Return; (xii) neither the Company nor any of the Subsidiaries has engaged in or been a party to or was a material adviser to any “listed transaction” or “reportable transaction” as defined in the Treasury Regulations Section 1.6011-4 or any corresponding provision of state, local or foreign tax law; (xiii) each insurance policy issued or sold before the Closing by the Company or a Subsidiary qualified at issuance, and at all times since, as a life insurance contract under the Code, including under Sections 101(f) and 7702 of the Code, if applicable to such policy; (xiv) the Company and the Subsidiaries have complied in all material respects with all relevant requirements of the Code and applicable state Tax laws relating to the insurance policies and contracts it issued or sold, including reporting and disclosure requirements; (xv) each life insurance policy which is a modified endowment contract under Section 7702A of the Code (a “ MEC ”) has been marketed as such at all relevant times or the policyholders otherwise have been notified of such MEC status; and (xvi) each of the Company and the domestic Subsidiaries is and will be on the Closing Date a member of the selling consolidated group (within the meaning of Section 338(h) of the Code) of which Aon is the common parent.  Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.7 shall cause Aon to be liable for any Taxes for which Aon is not expressly liable pursuant to Section 8.1 .
 
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Section 5.8             Governmental Permits .   Except as set forth in Schedule 5.8 , the Company and the Subsidiaries own, hold or possess all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from an Administrative Authority that are necessary to entitle them to own or lease, operate and use their assets and to carry on and conduct their business substantially as conducted immediately prior to the date of this Agreement (herein collectively called “ Governmental Permits ”), except for such Governmental Permits as to which the failure to so own, hold or possess would not reasonably be expected to have a Material Adverse Effect.  The Company and the Subsidiaries have complied in all material respects with all terms and conditions of the Governmental Permits.  To the Knowledge of Aon, there are no pending or threatened suits, proceedings or investigations with respect to the revocation, cancellation, suspension or non-renewal of any Governmental Permit.
 
Section 5.9             Real Property .   Schedule 5.9 contains a list of:  (i) each parcel of real property owned by the Company or a Subsidiary (the “ Owned Real Property ”); (ii) each option held by the Company or a Subsidiary to acquire any real property; and (iii) each lease or similar agreement under which the Company or any of the Subsidiaries is lessee of, or holds or operates, any real property owned by any third Person in excess of 4,000 square feet (the “ Leased Real Property ”).  The Company or a Subsidiary, as applicable, owns fee simple title to the Owned Real Property, subject only to the Owned Real Property Permitted Exceptions.  With respect to each parcel of Owned Real Property, since January 1, 2005, the Company or Subsidiary, as the case may be, that owns such Owned Real Property has not received any written notice with respect to:  (1) any claimed or actual violation, in any material respect, of any zoning, subdivision, building or health law, ordinance or rule that has not heretofore been corrected or dismissed; (2) any claim, advice or acknowledgment that such parcel of Owned Real Property is intended to be acquired by condemnation, eminent domain or similar process; or (3) any claim or attempt to take or retake such parcel of Owned Real Property pursuant to quiet title action, action for rescission or reversion or similar action whereby any Person is seeking ownership of such parcel of Owned Real Property.
 
Section 5.10          Personal Property Leases .   Schedule 5.10 contains, as of the date of this Agreement, a list of each lease or other agreement or right under which the Company or any of the Subsidiaries is lessee of, or holds or operates, any machinery, equipment, vehicle or other tangible personal property owned by a third Person, except those which are terminable by the Company or such Subsidiary without penalty on 90 days’ or less notice or which provide for annual rental payments of less than $250,000.
 
Section 5.11          Intellectual Property and Computer Hardware .   (a)  Schedule 5.11(a)  contains a list of all Copyrights, Patent Rights and Trademarks owned by or licensed (and, if licensed, from whom if identification of the licensor is readily ascertainable from existing listings of licensed Copyrights, Patent Rights and Trademarks)  to the Company or the Subsidiaries which are material to the conduct of their business, as currently conducted.
 
(b)            Schedule 5.11(b)  contains a list of all Software owned by or licensed (and, if licensed, from whom if identification of the licensor is readily ascertainable from existing listings of Software licenses) to the Company or the Subsidiaries which is material to the conduct of their business, as currently conducted.
 
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(c)            Except as set forth in Schedule 5.11(c) , to the Knowledge of Aon, the Company and the Subsidiaries either:  (i) own the entire right, title and interest in and to the Copyrights, Patent Rights, Trademarks and Software listed in Schedules 5.11(a)  and 5.11(b) , free and clear of all Encumbrances; or (ii) have a valid contractual right or license to use the same in the conduct of their business for an annual license fee that does not exceed $175,000.
 
(d)            Except as set forth in Schedule 5.11(d) , to the Knowledge of Aon:  (i) all registrations for Copyrights, Patent Rights and Trademarks identified in Schedule 5.11(a)  are valid and in force, and all applications to register any unregistered Copyrights, Patent Rights and Trademarks so identified are pending and in good standing, all without challenge of any kind; (ii) the Copyrights, Patent Rights and Trademarks (other than with respect to pending applications) owned by the Company and the Subsidiaries are valid and in force; and (iii) the Company and the Subsidiaries have the right to bring actions for infringement or unauthorized use of the Copyrights, Patent Rights, Trademarks and Software owned by the Company and the Subsidiaries.
 
(e)            Except as set forth in Schedule 5.11(e) , (i) to the Knowledge of Aon, no infringement by the Company or any of the Subsidiaries of any Copyrights, Patent Rights and Trademarks of any other Person has occurred or resulted in any way from the conduct of their business between January 1, 2005 and the date hereof and (ii) no written notice of a claim of any infringement of any Intellectual Property of any other Person has been received by the Company or the Subsidiaries in respect of the conduct of their business between January 1, 2005 and the date hereof.
 
(f)             Except as set forth in Schedule 5.11(f) , as of the date hereof, no proceedings are pending or, to the Knowledge of Aon, threatened against the Company or the Subsidiaries which challenge the validity or ownership of any Copyright, Patent Right, or Trademark described in Schedule 5.11(a) .
 
(g)            Subsequent to the Closing and except as otherwise permitted hereunder or as provided under a Buyer Ancillary Agreement or Seller Ancillary Agreement or as otherwise may be contained in backup media maintained in the ordinary course of business, neither Aon nor its Affiliates will have access to computer or other electronic data primarily relating to the businesses conducted by the Company and the Subsidiaries.
 
(h)            All Computer Hardware owned or operated by the Company and the Subsidiaries is, in the aggregate, in good working order and condition.  The Company and the Subsidiaries maintain Computer Hardware back-up and recovery capabilities reasonably designed to ensure that a system problem does not impact customer facing capabilities or revenue streams.  The Company and the Subsidiaries maintain reasonable Computer Hardware and network security controls intended to safeguard each component of the Computer Hardware against the risk of business disruption arising from virus attacks, unauthorized activities of any employee or contractor, hackers or any other Person.
 
Section 5.12          Title to Tangible Property .   Except for assets disposed of in the ordinary course of business, the Company and the Subsidiaries have good and marketable title to each item of equipment and other tangible personal property reflected on the Balance Sheet as owned
 
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by the Company and the Subsidiaries, free and clear of all Encumbrances, except for Permitted Encumbrances.
 
Section 5.13          No Violation, Litigation or Regulatory Action .   Except as set forth in Schedule 5.13 :
 
(a)            the Company and the Subsidiaries have complied with all applicable Requirements of Law and Court Orders, other than those instances of noncompliance which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect;
 
(b)            as of the date hereof, (i) there are no actions, suits, proceedings or investigations pending or, to the Knowledge of Aon, threatened against the Company or any of the Subsidiaries which, individually or in the aggregate, are reasonably expected to have a Material Adverse Effect and (ii) without limiting the generality of the foregoing, neither the Company nor any Subsidiary has received any notice from any Administrative Authority since January 1, 2006 alleging any violation of any Requirements of Law or Court Orders which would reasonably be expected to have a Material Adverse Effect;
 
(c)            as of the date hereof, there is no action, suit, proceeding or investigation pending or, to the Knowledge of Aon, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements;
 
(d)            the Company and the Subsidiaries have collected, maintained, processed, transmitted and used data, at all times, in all material respects in accordance with the applicable Requirements of Law, including those affecting or relating to privacy and data protection, and the privacy rights of individuals to which the data pertain; and
 
(e)            neither the Company nor any of the Subsidiaries is subject to any outstanding judgment, award, order, injunction or decree or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any resolutions at the request of, any Administrative Authority that restricts in any material respect the conduct of its business as currently conducted (each, a “ Regulatory Agreement ”), nor has the Company or any of its Subsidiaries been advised in writing or, to the Knowledge of Aon, verbally since January 1, 2006 by any Administrative Authority that it is considering issuing or requesting any such Regulatory Agreement.
 
None of the representations and warranties contained in Sections 5.13(a)  or 5.13(b)  shall be deemed to relate to Tax matters (which are governed by Section 5.7 ), ERISA and employee benefits matters (which are governed by Section 5.16 ) or Environmental Matters (which are governed by Section 5.17 ).
 
Section 5.14          Contracts .   Except as set forth in Schedule 5.14 or any other Schedule hereto, as of the date of this Agreement, neither the Company nor any of the Subsidiaries is a party to or bound by:
 
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(a)            any contract for the purchase by the Company or such Subsidiary of supplies or equipment or services which the Company or such Subsidiary reasonably anticipates will involve the annual payment of more than $500,000 or $2,000,000 in the aggregate after the date hereof;
 
(b)            any contract for the sale by the Company or such Subsidiary of any services or products of their business which involved gross written premium and fees in fiscal 2006 of, or which is reasonably anticipated to involve in the year ending December 31, 2007, more than $2,000,000;
 
(c)            any loan agreements, promissory notes, indentures, bonds, security agreements, guarantees or obligations for borrowed money or other instruments involving indebtedness (excluding intercompany (i.e., solely between one or more of the Company or any Subsidiary) indebtedness and non-trade accounts);
 
(d)            any partnership, joint venture or other similar agreement or arrangement with any entity other than the Company or one of the Subsidiaries;
 
(e)            any agreement containing any covenant or provision prohibiting the Company or such Subsidiary from engaging in any line or type of business, in each case excluding agreements that would not bind the Companies or the Subsidiaries following the Closing;
 
(f)             any reinsurance, retrocessional or similar agreement;
 
(g)            any agreement with Aon or any Affiliate of Aon (other than the Company or a Subsidiary) that (i) contains obligations that extend beyond the Closing and (ii) is not terminable by Buyer or its Affiliates after the Closing upon not greater than 30 days’ notice and without payment or penalty;
 
(h)            any agreement for the employment of any individual (excluding agents) on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $175,000 or providing severance benefits;
 
(i)             any agreement under which any of the Company or a Subsidiary has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business;
 
(j)             any agreement providing for (A) the acquisition of any interest in another entity (whether by purchase of assets, purchase of stock, merger, consolidation, recapitalization, share exchange or otherwise) or (B) the sale or other divestiture of any part of the business of the Company or a Subsidiary (whether by sale of assets, sale of stock, merger, consolidation, recapitalization, share exchange or otherwise), other than, in the case of clause (A) or (B), this Agreement and agreements relating to the acquisition or disposition of investment assets in the ordinary course;
 
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(k)            any agreement relating to the maintenance and/or development of and/or consulting services with respect to Software that involves the payment of $175,000 or more in any calendar year (commencing with 2008); or
 
(l)             any agreement relating to maintenance with respect to the Computer Hardware that involves the payment of $175,000 or more in any calendar year (commencing with 2008).
 
Section 5.15          Status of Contracts .   Except as set forth in Schedule 5.15 or in any other Schedule hereto, (i) each of the leases, contracts, licenses and other agreements listed in Schedules 5.9 , 5.10 , 5.11(c) , 5.14 and 5.18 (collectively, the “ Business Agreements ”) is in full force and effect and is a legal, valid and binding contract or agreement of the Company or the Subsidiary party thereto, and, to the Knowledge of Aon, the other parties thereto, (ii) there is no material default or breach by the Company or the Subsidiary party thereto, or, to the Knowledge of Aon, any other party, in the timely performance of any obligation to be performed or paid thereunder or any other material provision thereof, and (iii) to the Knowledge of Aon, no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration thereunder, except in each case where such failures to be legal, valid and binding and in full force and effect and defaults and breaches would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Except as set forth in Schedule 5.15(b) , no consent is required from any Person under any Business Agreements in order to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 5.15(c) , no Business Agreement contains any provision that would allow the other party or parties thereto to terminate such Business Agreement or change any of the terms thereof as a result of the transactions contemplated hereby.  Aon has made available to Buyer a true and correct copy of each Business Agreement.
 
Section 5.16          ERISA .   (a)  Welfare Plans and Pension Plans .  Each Welfare Plan and Pension Plan in which employees of the Company or a Subsidiary located in the U.S. participate is listed in Schedule 5.16 (a)  (each, a “ Company Plan ”), and Aon has made available to Buyer either a true and correct copy of each such plan or a summary plan description used in connection with such plan.  With respect to each Welfare Plan and Pension Plan in which employees of the Company or a Subsidiary participate, (i) such plan has been maintained and operated in material compliance with the applicable requirements of the Code, ERISA, the regulations issued thereunder and any other Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Company exist with respect to any such plan (other than claims for benefits in the normal course of business) which would reasonably be expected to result in a material liability to the Company or any Subsidiary.  The Company and the Subsidiaries do not have, and have never had, any obligation to contribute to any Multiemployer Plan or union-sponsored welfare fund with respect to its employees located in the U.S.  None of the Company, the Subsidiaries or any of their ERISA Affiliates has incurred or would reasonably be expected to incur any material liability under or pursuant to Title IV of ERISA with respect to its employees located in the U.S. Each Company Plan and each Company Employment Agreement that is subject to Section 409A of the Code has been operated in compliance, in all material respects, with Section 409A of the Code.
 
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(b)            Other Material Employee Benefits .  Any material employee benefits for employees located in the United States (other than those provided through the Welfare Plans and Pension Plans listed in Schedule 5.16(a) ) which are in effect on the Closing Date and as to which the Company or a Subsidiary has or may have in the future any liability (other than regular wages or salary), such as any bonus, incentive or annual profit sharing programs, any fringe benefits described in Section 132 of the Code, any educational assistance plans under Section 127 of the Code and any dependent care assistance plans under Section 129 of the Code, are listed in Schedule 5.16(b) , and any written description of any such employee benefit has been made available to Buyer by Aon.  Each such plan or program (i) has been maintained and operated in material compliance with the applicable requirements of the Code, ERISA, the regulations issued thereunder and any other Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Company exist with respect to any such plan or program (other than claims for benefits in the normal course of business) which would reasonably be expected to result in a material liability to the Company or any Subsidiary.  Schedule 5.16(b)  identifies each such material employee benefit that is sponsored or maintained by the Company or a Subsidiary for employees in the United States.
 
(c)            International Employee Benefit Plans .  Each Welfare Plan providing post-retirement medical benefits in which employees of the Company employed at locations outside of the United States participate, each funded Pension Plan in which employees of the Company employed at locations outside of the United States participate and each other material Pension Plan (excluding Pension Plans mandated by Requirements of Law) in which employees of the Company employed at locations outside of the United States participate is listed in Schedule 5.16(c)  (each, an “ International Benefit Plan ”), and Aon has made available to Buyer a true and correct copy of each such plan.  Each International Benefit Plan (i) has been maintained and operated in material compliance with the applicable Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Company exist with respect to any such International Benefit Plan (other than claims for benefits in the normal course of business) which would reasonably be expected to result in a material liability to the Company or any Subsidiary.
 
Section 5.17          Environmental Matters .   Except as set forth in Schedule 5.17 ,
 
(a)            the Company and the Subsidiaries are in compliance in all material respects with applicable Environmental Laws;
 
(b)            neither the Company nor any of the Subsidiaries is subject to any judicial or administrative proceedings, orders, judgments, decrees or settlements alleging or addressing a violation of or liability under any Environmental Law, which proceedings, orders, judgments, decrees or settlements would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
 
(c)            since January 1, 2004, neither the Company nor any of the Subsidiaries has received any written notice or claim to the effect that it is in violation of any applicable Environmental Law or is or may be liable to any Person (including any Administrative Authority) as a result of the Release of a Hazardous Material, in either case which notice or claim would reasonably be expected to have a Material Adverse Effect;
 
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(d)            Aon has made available to Buyer copies of all environmental reports, studies, assessments and sampling data (other than routine environmental data or correspondence generated on a day-to-day basis) in its possession prepared since January 1, 2005 and relating to the Owned Real Property or Leased Real Property; and
 
(e)            neither the Company nor any Subsidiary has Released any Hazardous Materials on any Owned Real Property or Leased Real Property that, to the Knowledge of Aon, is subject to environmental investigation or remediation or is reasonably likely to result in a claim against any of the Company or any of the Subsidiaries, which Release would reasonably be expected to have a Material Adverse Effect.
 
The representations and warranties set forth in this Section 5.17 are Aon’s sole and exclusive representations regarding Environmental Matters.
 
Section 5.18          Employee Relations and Agreements .   (a)  Schedule 5.18 contains a true and complete listing of each employee of the Company and the Subsidiaries whose base compensation exceeded $175,000 during the twelve months ended December 31, 2006, along with their base compensation during such period.  Since the Balance Sheet Date, except as disclosed on Schedule 5.18 or as has occurred in the ordinary course of business and consistent as to timing and amount with past practices, neither the Company nor any Subsidiary has:  (i) materially increased the cash compensation payable or to become payable to or for the benefit of any of its employees; (ii) provided any of its employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any of its employees upon the termination of such persons’ employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of its employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement.
 
(b)            Except as set forth in Schedule 5.18 , neither the Company nor any of the Subsidiaries is a party to any labor contract or collective bargaining agreement.
 
(c)            Except as set forth in Schedule 5.18 , no union or similar organization represents employees of the Company or the Subsidiaries and, to the Knowledge of Aon, as of the date hereof, no such organization is attempting to organize such employees.
 
(d)            Except as set forth in Schedule 5.18 , the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event, (i) entitle any director, officer or employee of any of the Company or a Subsidiary to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation or benefits due any director, officer or employee of any of the Company or a Subsidiary (excluding, in the case of clause (i) or (ii), any agreements or arrangements that do not involve payments or obligations by the Company or the Subsidiaries).
 
(e)            Schedule 5.18 sets forth all individual employment, termination, retention, severance or other similar contracts or agreements with any current or former employee of the
 
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Company under which the Company or the Subsidiaries will have obligations following the Closing (each a “ Company Employment Agreement ”).
 
Section 5.19          No Undisclosed Liabilities .   Except for (i) liabilities and obligations set forth in Schedule 5.19 or reflected on the Balance Sheet, the Financial Statements or the Statutory Statements, (ii) liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice of the Company and the Subsidiaries (including policyholder benefits or other insurance policy liabilities), (iii) liabilities and obligations not required by GAAP or SAP to be reflected in the Balance Sheet, the Financial Statements or the Statutory Statements and (iv) liabilities and obligations which would not reasonably be expected to have a Material Adverse Effect, as of the date hereof neither the Company nor any of the Subsidiaries had any liability, whether contingent, accrued or otherwise, required by GAAP or SAP, as applicable and as in effect on the date hereof, to be reflected on a balance sheet.
 
Section 5.20          Sufficiency of Assets .   Except as set forth in Schedule 5.20 , to the Knowledge of Aon, the assets and properties of the Company and the Subsidiaries constitute all of the assets and properties reasonably necessary to operate the business of the Company and the Subsidiaries as heretofore conducted by the Company and the Subsidiaries, other than (i) assets that, individually and in the aggregate, are not material to such business and (ii) assets and properties being provided pursuant to the Aon Transition Services Agreement.  Nothing in this Section 5.20 constitutes a representation or warranty with respect to title or the condition of any assets or properties (whether real or personal, tangible or intangible, owned, leased or held under license), any and all representations or warranties with respect to which are set forth in other sections of this Article V .
 
Section 5.21          Insurance .   Aon currently maintains policies covering the Company and the Subsidiaries in respect of fire and extended coverage and casualty, liability and other forms of insurance in such amounts and against such risks and losses, and including such levels of self-insured retention, as are in its judgment prudent and shall use reasonable efforts to keep such insurance or comparable insurance in full force and effect through the Closing Date.
 
Section 5.22          Regulatory Filings .   (a) Aon has heretofore made available for inspection by Buyer (i) each annual or quarterly statement filed with or submitted to any insurance regulatory authorities by any of the Underwriting Companies required to make such filings since December 31, 2005 (collectively, the “ Statutory Statements ”) and (ii) any material reports of examination of any of the Underwriting Companies required to make such a report, issued by any insurance regulatory authority, in any case, since December 31, 2005.  Each of the Underwriting Companies has filed or submitted on a timely basis all Statutory Statements required to be filed with or submitted to the applicable Administrative Authorities in its respective state of domicile and of any state where it is licensed or from which it has received a Governmental Permit.  The Statutory Statements present fairly in accordance with SAP, in all material respects, the financial conditions and results of operations of the Underwriting Companies as of and for the periods therein specified (except as may be indicated therein or in the notes, exhibits or schedules thereto).  No material deficiencies have been asserted in writing by any Administrative Authority with respect to any Statutory Statement which has not been
 
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cured, waived or otherwise resolved to the material satisfaction of such Administrative Authority.
 
(b)            The reserves and other liability amounts established or reflected on each Statutory Statement, including reserve and other liability amounts in respect of insurance policies (i) were determined in accordance with U.S. generally accepted actuarial standards applied on a consistent basis for the periods presented and based on reasonable actuarial assumptions and (ii) are in compliance in all material respects with the requirements of applicable Requirements of Law.
 
(c)            To the Knowledge of Aon, the Company and the Subsidiaries maintain internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Company and the Subsidiaries and to maintain accountability for the Company’s and the Subsidiaries’ consolidated assets, (iii) access to the Company’s and the Subsidiaries’ assets is permitted only in accordance with management’s authorization and (iv) the reporting of the Company’s and the Subsidiaries’ assets is compared with existing assets at regular intervals.
 
Section 5.23          Insurance Contracts .   (a) Except as set forth in Schedule 5.23 , all insurance policy forms issued by the Underwriting Companies (“ Insurance Contracts ”) are, to the extent required by Requirements of Law, on forms approved by all applicable Administrative Authorities or filed with and not objected to by such Administrative Authorities within the period provided by Requirements of Law for objection, subject to such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Except as indicated in Schedule 5.23 , all such forms comply in all material respects with Requirements of Law.  All premium rates of the Underwriting Companies (including rates with respect to Insurance Contracts) that are required to be filed with or approved by any insurance regulatory authorities have been so filed or approved and the premiums charged conform thereto, and such premiums comply with all applicable anti-discrimination laws, federal or state, and all applicable insurance laws, except for any failure to be so filed or approved or to so comply would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
 
(b)            Except as set forth in Schedule 5.23 or except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Underwriting Companies have marketed, sold and issued the Insurance Contracts in compliance with all Requirements of Law relating to (i) suitability of sales and replacement of policies, (ii) the disclosure of the nature of insurance products as policies of insurance, (iii) the use of unfair methods of competition and deceptive acts or practices relating to the advertising, sales and marketing of insurance, annuities or guaranteed investment contracts, (iv) all applicable disclosure, filing and other requirements with respect to any variation in premiums or other charges resulting from the time at which such premiums or charges are paid and (v) all applicable requirements regulating the underwriting, rating, non-renewal, cancellation or replacement of insurance policies.
 
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Section 5.24          Reinsurance Agreements .   Schedule 5.24 sets forth a complete and accurate list of all reinsurance agreements to which each of the Underwriting Companies is a party (collectively, the “ Reinsurance Agreements ”), copies of which have been made available to Buyer.  No Underwriting Company is in default as to any provision of any such Reinsurance Agreement except for defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Except as set forth in Schedule 5.24 , each Underwriting Company was entitled to take credit in its most recent Statutory Statement in accordance with SAP for that portion of any such Reinsurance Agreement as to which credit was taken in such statements.  The transactions contemplated by this Agreement shall not affect the obligations (if any) of the other parties to the Reinsurance Agreements to make payments to the Underwriting Company party thereto.
 
Section 5.25          Producers .   Except as set forth in Schedule 5.25 , since January 1, 2005, to the Knowledge of Aon, each Person performing the duties of insurance producer, agency, agent, managing general agent, wholesaler, broker or solicitor for the Underwriting Companies (collectively, “ Producers ”) was duly licensed and appointed as an insurance producer, managing general agent, broker or solicitor, as applicable (for the type of business written, sold, or produced by such Producer at the time such Producer wrote, sold, or produced business or performed such other act for or on behalf of the Underwriting Companies that may require a producer’s, solicitor’s, broker’s or other insurance license), as may be required by any Requirements of Law, in each case, with such exceptions as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.
 
Section 5.26          Guaranty Fund Assessments .   The Underwriting Companies have (a) timely paid all guaranty association assessments that are due, or claimed or asserted by any state guaranty association or by any insurance regulatory authority to be due and (b) provided for all such assessments in the Statutory Statements to the extent necessary to be in conformity with SAP.
 
Section 5.27          Insurance Permits .   Each of the Underwriting Companies has all insurance licenses the use and exercise of which are necessary for the conduct of their respective insurance businesses as now conducted, other than such insurance licenses the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The business of each of the Underwriting Companies is being conducted in compliance, in all material respects, with all such insurance licenses.  All such insurance licenses are in full force and effect, and there is no proceeding or investigation pending or, to the Knowledge of Aon, threatened with respect to the cancellation, suspension or non-renewal of such insurance licenses which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
 
Section 5.28          Rating Agencies .   Between January 1, 2006 and the date of this Agreement, no rating agency has imposed conditions (financial or otherwise) on retaining any currently held financial strength or claims-paying ability rating assigned to any Underwriting Company which is rated as of the date of this Agreement or indicated in writing that it is considering the downgrade of any rating assigned to any such Underwriting Company (other than any surveillance or review arising out of the transactions contemplated by this Agreement or the Sterling Agreement).  Each such Underwriting Company has as of the date of this
 
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Agreement the A.M. Best Company Inc., Standard & Poor’s Rating Service, a division of McGraw Hill Companies, Inc. (“ Standard & Poor’s ”), and/or Moody’s Investors Service, Inc. respective rating set forth in Schedule 5.28 .
 
Section 5.29          Reserves .   Since January 1, 2005, no applicable department of insurance has alleged in writing that the reserves carried on the Statutory Statements by any of the Underwriting Companies for future insurance policy benefits, losses and claims (including claims litigation) are not in compliance with applicable statutory requirements.
 
Section 5.30          Financial and Market-Conduct Examinations .   Aon has made available to Buyer true, correct and complete copies of the reports (or the most recent drafts thereof, to the extent any final reports are not available) reflecting the results of any financial examinations or market-conduct examinations of any of the Underwriting Companies conducted by any Administrative Authority since January 1, 2005.
 
Section 5.31          Portfolio Investments .   All admitted assets included in the investment portfolios of each of the Underwriting Companies as of the date of this Agreement comply in all material respects with the applicable insurance laws and regulations of the state of domicile to which such Underwriting Company is subject relating thereto.  Except as set forth in Schedule 5.31 , as of December 31, 2006, none of the investments included in the investment portfolios of the Underwriting Companies is in default in the payment of principal or interest or dividends.  Except as set forth in Schedule 5.31 , neither the Company nor any Subsidiary is a party to any derivative transaction which, pursuant to its terms and without any additional investment decision on the part of the Company or any Subsidiary, could result in an additional payment by the Company or a Subsidiary.
 
Section 5.32          No Brokers .   Except for the services of Aon Capital Markets, LLC, Merrill Lynch & Co., Inc. and Credit Suisse Securities (USA) LLC, none of the Company, any Subsidiary or any Person acting on their behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement.  Aon is solely responsible for any payment, fee or commission that may be due to Aon Capital Markets, LLC, Merrill Lynch & Co., Inc. and Credit Suisse Securities (USA) LLC in connection with the transactions contemplated hereby.
 
Section 5.33          Sterling Agreement .   The Sterling Agreement contains no obligations or otherwise gives rise to any liability (whether contingent or otherwise) of the Company or its Subsidiaries.
 
ARTICLE VI 
REPRESENTATIONS AND WARRANTIES OF BUYER
 
As an inducement to Aon to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby represents and warrants to Aon as follows:
 
Section 6.1             Organization of Buyer .   Buyer has been duly incorporated and is validly existing and in good standing as an exempted company under the laws of the Cayman Islands.
 
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Section 6.2             Authority of Buyer; Conflicts .   (a)  Buyer has the corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements.  The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by Buyer’s board of directors and do not require any further authorization or consent of Buyer or its shareholders.  This Agreement has been duly authorized, executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Aon) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.
 
(b)            Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby nor compliance by Buyer with or fulfillment by Buyer of the terms, conditions and provisions hereof or thereof will:
 
(i)             result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Memorandum of Association or Articles of Association of Buyer, (2) any note, instrument, mortgage, lease, franchise or financial obligation to which Buyer is a party or any of its properties is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which it is bound or (4) assuming that all necessary consents, approvals, authorizations and other actions described in Section 6.2(b)(ii)  have been obtained, all filings and notifications described in Section 6.2(b)(ii)  have been made and any applicable waiting period has expired or been terminated, any Requirements of Law affecting Buyer, other than, in the case of clauses (2), (3) and (4) above, any such violations, breaches, defaults, rights or loss of rights (A) which are based on any facts or circumstances relating to Aon, the Company or the Subsidiaries or (B) that would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or
 
(ii)           require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Administrative Authority, except for (1) in connection, or in compliance, with the provisions of the HSR Act or similar competition Requirements of Law in foreign jurisdictions, (2) acquisition of control statement filings and preacquisition statements required under applicable state insurance holding company system laws and regulations and any other insurance regulatory approvals, consents, filings or notices required by any applicable insurance Requirements of Law, (3) such filings as may be required in connection with the Taxes described in Section 8.1(a)(v)  and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.
 
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Section 6.3             No Violation, Litigation or Regulatory Action .
 
(a)            Buyer has complied with all applicable Requirements of Law and Court Orders, other than those instances of noncompliance which would not reasonably be expected to materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby;
 
(b)            as of the date hereof, there is no action, suit, proceeding or investigation pending or, to the knowledge of Buyer, threatened against Buyer or its subsidiaries which are reasonably expected to materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; and
 
(c)            as of the date hereof, there is no action, suit, proceeding or investigation pending or, to the knowledge of Buyer, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Buyer Ancillary Agreements.
 
Section 6.4             Investment Intent; Information .  (a)  Buyer is acquiring the Shares as an investment for its own account and not with a view to the distribution thereof.  Buyer shall not sell, transfer, assign, pledge or hypothecate any of the Shares in the absence of registration under, or pursuant to an applicable exemption from, federal and applicable state securities laws.
 
(b)            Buyer acknowledges that it has been furnished with such documents, materials and information as Buyer deems necessary or appropriate for evaluating the purchase of the Shares.  Buyer confirms that it has made such further investigation of the Company and the Subsidiaries as was deemed appropriate to evaluate the merits and risks of this purchase.  Buyer further acknowledges that it has had the opportunity to ask questions of, and receive answers from, the directors and officers of the Company, the Subsidiaries, Aon and Persons acting on the Company’s, the Subsidiaries’ and Aon’s behalf concerning the terms and conditions of the purchase of the Shares.
 
Section 6.5             Financial Ability .   Buyer has the financial ability to consummate the transactions contemplated by this Agreement.
 
Section 6.6             No Brokers .     Except for the services of Goldman, Sachs & Co. and except for fees payable in connection with any financing transactions in which Buyer may engage in connection with the transactions contemplated by this Agreement, neither Buyer nor any Person acting on its behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement.  Buyer is solely responsible for any payment, fee or commission that may be due to Goldman, Sachs & Co. in connection with the transactions contemplated hereby or in connection with any such financing.
 
ARTICLE VII
ACTION PRIOR TO THE CLOSING DATE
 
The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:
 
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Section 7.1             Access to Information .   (a) Aon shall and shall cause the Company and the Subsidiaries to afford to the officers, employees and authorized representatives of Buyer (including independent public accountants, attorneys and investment bankers) reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Subsidiaries to the extent Buyer shall reasonably deem necessary in order to be able to operate the Company and the Subsidiaries after the Closing and shall furnish or cause to be furnished to Buyer or its authorized representatives such additional information concerning the Company and the Subsidiaries as shall be reasonably requested; provided , however , that:  (i) Aon, the Company and the Subsidiaries shall not be required to violate any Requirements of Law, Court Order or obligation of confidentiality to which Aon, the Company or any Subsidiary is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1 ; (ii) Aon, the Company and the Subsidiaries shall not be required to furnish or otherwise make available to Buyer customer-specific data or competitively sensitive information; and (iii) Buyer shall not, without the prior written consent of Aon, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Company and the Subsidiaries with respect to or in connection with the transactions contemplated by this Agreement.  Buyer agrees that:  (A) such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Aon, the Company and the Subsidiaries; (B) all requests by Buyer for access or availability pursuant to this Section 7.1 shall be submitted or directed exclusively to an individual to be designated by Aon; and (C) Aon, the Company and the Subsidiaries shall not be required to provide any books and records or reports based thereon that they do not maintain or prepare in the ordinary course of their business.  Notwithstanding the foregoing, the obligations of Aon pursuant to this Section 7.1 shall be subject to the right of Aon to determine, in its discretion, the appropriate timing of the disclosure of information it deems proprietary commercial information or privileged information.  The parties shall act at all times in accordance with the terms and provisions of the Confidentiality Agreement.
 
(b)            Prior to the Closing Date, Aon shall, and shall cause the Company and the Subsidiaries to, reasonably cooperate with Buyer with respect to transition matters, including to: (i) provide reasonable access to the employees of the Company and the Subsidiaries in respect of transition planning; (ii) designate certain of their employees to serve as members of a joint Aon/Buyer transition team and cause such individuals to devote reasonable time to transition matters (it being agreed that Aon (including the Company and the Subsidiaries) shall not be required to appoint more than 20 employees to such team); (iii) devote reasonable office accommodations and related facilities for a continuing presence of transition team members on the premises of the Company and the Subsidiaries; (iv) promptly provide the Buyer with copies of all correspondence or written communication among Aon or any of the Company or any Subsidiary, on the one hand, and A.M. Best Company Inc., Standard & Poor’s or Moody’s Investors Service, Inc., on the other, which relates to the business of the Company or any of the Subsidiaries; and (v) make reasonably available officers of the Company and the Subsidiaries to assist the Buyer and its investment bankers in connection with any “due diligence” meetings conducted in connection with any financing transactions entered into by the Buyer in connection with the transactions contemplated by this Agreement.
 
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Section 7.2             Notification .   Each of Buyer and Aon shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.  Each party hereto shall promptly notify the other of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against the Company, any Subsidiary, Aon or Buyer, as the case may be, that would have been listed in Schedule 5.13 or Schedule 6.3 , as the case may be, if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.  If a party fails to notify the other party under this Section 7.2 , (i) such non-breaching party shall only be entitled to seek indemnification for breach of this Section 7.2 if and to the extent such non-breaching party is otherwise entitled to indemnification pursuant to Section 11.1(a)(i)  or 11.2(a)(i) , as the case may be, for breach of a representation and warranty and the limits (if any) set forth in Section 11.1(a)  or 11.2(a) , as the case may be, shall apply to any such indemnification and (ii) a failure to comply with this Section 7.2 shall not cause the failure of any condition set forth in Article IX or X to be satisfied unless the underlying change, event or development would independently result in the failure of a condition set forth in Article IX or X to be satisfied.
 
Section 7.3             Consents of Third Parties; Governmental Approvals .   (a)  Aon and Buyer will act diligently and reasonably in attempting to secure, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to the other party, required to be obtained from any party (other than an Administrative Authority) to consummate the transactions contemplated by this Agreement; provided , however , that such action shall not include any requirement of Aon, the Company, any Subsidiary or any of their respective Affiliates to expend money (other than reasonable fees and expenses of external advisors), commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party.  In the event that Aon, despite acting diligently and reasonably in attempting to secure, before the Closing Date, the consent set forth on Schedule 7.3(a)  (the “ Third Party Consent ”) is unable to obtain such Third Party Consent, Aon shall indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from the failure to obtain the Third Party Consent (it being understood that the failure to obtain such Third Party Consent shall not be subject to the limitations set forth in Section 11.1(a) ).
 
(b)            During the period prior to the Closing Date, Buyer shall act diligently and reasonably, and Aon, upon the request of Buyer, shall use its reasonable efforts to cooperate with Buyer, in attempting to secure any consents and approvals of any Administrative Authority required to be obtained by Buyer in order to permit the consummation of the transactions contemplated by this Agreement in the most expeditious manner practicable, including approvals and consents from state departments of insurance or similar foreign departments (including the U.K. Financial Services Authority) having or asserting jurisdiction over any of the Underwriting Companies, or to otherwise satisfy the conditions set forth in Sections 9.3 and 10.3 .  In connection therewith, Buyer shall use its reasonable best efforts to make all such filings no later than 20 business days after the date hereof.  Aon shall, and shall cause the Company and the Subsidiaries to, furnish to Buyer such necessary information and reasonable assistance as Buyer may reasonably request in connection with its preparation of necessary filings or submissions to any Administrative Authority.  Prior to filing any materials or documents with any
 
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Administrative Authority, Buyer shall afford Aon a reasonable opportunity (no less than three (3) business days) to review and comment on such materials or documents.
 
(c)            Buyer and Aon shall use their reasonable best efforts to file not more than 20 business days after the date hereof (i) with the Federal Trade Commission and the Antitrust Division of the Department of Justice the notifications and other information required to be filed under the HSR Act and (ii) with any other Administrative Authorities the notifications and other information required to be filed under other Competition Laws with respect to the transactions contemplated hereby.  Each party warrants that all such filings by it will be, as of the date filed, true and accurate in all material respects and in material compliance with the requirements of the HSR Act or such other Competition Laws.  Each of Buyer and Aon agrees to file any additional information requested by such Administrative Authorities agencies under the HSR Act or such other Competition Laws, to make available to the other such information as each of them may reasonably request relative to its business, assets and properties as may be required of each of them to file such additional information and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or such other Competition Laws as soon as practicable after the date hereof.
 
(d)            Each of Buyer and Aon shall (i) permit the other to review in advance any proposed communication by such party to any Administrative Authority relating to the subject matter of this Agreement, (ii) promptly notify the other party of any communication it or any of its Affiliates receives from any Administrative Authority relating to such matters and (iii) provide to the other copies of all correspondence, filings or communications between it (or its advisors) and any such Administrative Authority relating to this Agreement or any of the matters described in this Section 7.3(d) ; provided that such correspondence does not contain or reveal confidential information of Buyer, the Company, any Subsidiary or any of their respective Affiliates.  Neither Buyer nor Aon shall agree to participate in any meeting with any Administrative Authority (including via telephone or conference call) in respect of any filings, investigation or other inquiry unless it consults with the other in advance (to the extent it has reasonable notice thereof and the opportunity to so consult) and, to the extent permitted by such Administrative Authority, gives the other the opportunity to attend and participate at such meeting.
 
(e)            In furtherance and not in limitation of the foregoing, Buyer shall use its reasonable best efforts to take any and all steps necessary to avoid or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Requirements of Law of any Administrative Authority so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, including using its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing.  Notwithstanding the foregoing, in no event shall Buyer be obligated to (i) accept any condition or requirement imposed by an Administrative Authority relating to the acquisition, ownership or operation of the Company and the Subsidiaries by Buyer which, either alone or together with all such other conditions or requirements, materially and adversely affects the benefits, taken as a whole, which Buyer would otherwise receive from the transactions contemplated by this Agreement had all
 
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such conditions and requirements not been imposed or (ii) agree to hold separate or otherwise sell, divest or dispose of (A) any of its assets, properties or businesses or (B) the assets, properties or businesses to be acquired by it pursuant to this Agreement if such actions would materially and adversely affect the benefits, taken as a whole, which Buyer would otherwise receive from the transactions contemplated by this Agreement.
 
Section 7.4             Operations Prior to the Closing Date .   (a)  Except as set forth in Schedule 7.4 , except as contemplated by this Agreement or except with the written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Aon shall use its reasonable efforts to cause the Company and the Subsidiaries to operate and carry on their business in the ordinary course and substantially as operated immediately prior to the date of this Agreement.  Consistent with the foregoing, Aon shall cause the Company and the Subsidiaries to use their reasonable efforts consistent with good business practice to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Company and the Subsidiaries.
 
(b)            Notwithstanding Section 7.4(a) , except as set forth in Schedule 7.4 , except as contemplated by this Agreement or except with the written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Aon shall not permit the Company and the Subsidiaries to:
 
(i)             make any material change in their business or their operations, except such changes as may be required to comply with any applicable Requirements of Law;
 
(ii)            make any investments other than in accordance with the investment policies of the Company and the Subsidiaries as of the date of this Agreement, or make any material amendments to such investment policies;
 
(iii)           realize gains or losses in investment securities other than in the ordinary course of business consistent with past practices of the Company and the Subsidiaries;
 
(iv)           make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of business, in excess of $1,000,000;
 
(v)            acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any Person or assets comprising a business or make any investment, either by purchase of stock or other securities or contribution to capital, that is material to the Company and the Subsidiaries taken as a whole;
 
(vi)           enter into any contract for the purchase of real property;
 
(vii)          cancel any debts owed to or claims held by them (including the settlement of any claims or litigation) other than in the ordinary course of business consistent with past practice or in accordance with Section 7.5 ;
 
(viii)         sell, lease (as lessor), transfer or otherwise dispose of (other than any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed
 
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any Encumbrance on, any of their assets, other than in the ordinary course of business consistent with past practice and other than Permitted Encumbrances;
 
(ix)            create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13) other than any indebtedness that is subject to Section 7.5 ;
 
(x)             except as contemplated by Sections 7.5 and 7.6 below, make, or agree to make, any distribution or other disposition of assets (including cash or cash equivalents) to Aon or any of its Affiliates or otherwise declare or pay any dividend on its capital stock;
 
(xi)            enter into any new agreement or arrangement between the Company or a Subsidiary, on the one hand, and Aon or any of its Affiliates (other than the Company and the Subsidiaries), on the other hand;
 
(xii)           enter into any agreement with a third party providing for the acceleration, payment, performance, consent or other consequence as a result of a change in control of any of the Company and the Subsidiaries involving any payment by the Company or the Subsidiaries;
 
(xiii)          (1) enter into any employment or severance agreement, other than for new employees in the ordinary course of business, (2) increase the benefits payable in the aggregate under severance or termination pay plans or policies in effect on the date hereof, other than as required by Law, (3) adopt any new or amend any existing bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan or policy for the benefit of any director, officer or employee, other than (A) for new employees in the ordinary course of business, (B) as required by Requirements of Law, (C) amendments to bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plans or policies which are applicable to all or a portion of the Company and the Subsidiaries and which do not in the aggregate increase amounts otherwise payable under such plans or policies and (D) any change generally applicable to Aon employees or any change in the ordinary course consistent with past compensation practices, (4) increase the compensation or benefits of any director or executive officer, other than in the ordinary course of business and other than pursuant to Requirements of Law or Company Employment Agreement or (5) waive or amend the terms of any noncompetition or nonsolicitation agreement with any employee;
 
(xiv)         change any of the material accounting principles, practices, methods or policies (including but not limited to any reserving methods, practices or policies or the classification or computation of current or deferred tax assets or liabilities on the Balance Sheet), except as may be required as a result of a change in Requirements of Law, GAAP or SAP (with Aon providing the Buyer with prompt, prior written notice of any such change);
 
(xv)          make, change or revoke any Tax election or method of accounting for Tax purposes or enter into or amend any Tax sharing agreement or Tax indemnity if such
 
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action would increase the amount of Taxes for which Buyer would be liable pursuant to this Agreement;
 
(xvi)         make any change in their charters or by-laws or issue any capital stock (or securities exchangeable, convertible or exercisable for or rights to acquire capital stock);
 
(xvii)        adopt a plan of complete or partial liquidation or resolutions providing for the complete or partial liquidation, dissolution, amalgamation, consolidation, restructuring, recapitalization or other reorganization, other than any transactions in connection with facilitating the restructuring contemplated by Section 8.8 ; or
 
(xviii)       agree in writing or otherwise to take any of the actions described above in clauses (i) through (xvii) of this Section 7.4 .
 
Section 7.5             Termination of Certain Intercompany Indebtedness .   (a) At or prior to the Closing, Aon shall release, cancel, terminate or otherwise settle in the most tax-efficient manner all intercompany indebtedness and non-trade accounts (other than ordinary course trade payables and receivables and federal income Tax payables) owed by the Company and the Subsidiaries to Aon or any of its Affiliates (other than the Company and the Subsidiaries) as of the Closing Date, and Aon shall cause the Company and the Subsidiaries to release, cancel, terminate or otherwise settle in the most tax-efficient manner all intercompany indebtedness and non-trade accounts (other than ordinary course trade payables and receivables) owed by Aon or any of its Affiliates (other than the Company and the Subsidiaries) to the Company and the Subsidiaries as of the Closing Date; provided , however , that any intercompany indebtedness and non-trade accounts involving the Underwriting Companies shall be settled (i) in cash or (ii) by a dividend of any intercompany note reflecting amounts owing from Aon to the Company.
 
(b)            Aon shall deliver to Buyer documentation evidencing the release, cancellation, termination or settlement of the intercompany indebtedness and non-trade accounts referred to in Section 7.5(a)  and the termination of the agreements between Aon or any of its Affiliates (other than the Company or a Subsidiary), on the one hand, and any of the Company or a Subsidiary, on the other hand, listed on Schedule 7.5(b) .  Aon agrees to inform Buyer no later than 10 days prior to the anticipated Closing Date of the estimated aggregate amount of the outstanding balances of the intercompany indebtedness and non-trade accounts as of the Closing Date.  In the event that any agreements or intercompany account (other than ordinary course trade payables and receivables and federal income Tax payables) which this Section 7.5 requires be terminated or settled at or before the Closing is inadvertently not terminated or settled, such agreement or intercompany account shall be settled after the Closing in the ordinary course of business.
 
Section 7.6            Special Dividend.   Prior to the Closing, Aon shall be entitled to cause the Company to declare and pay a special dividend to Aon consisting of (i) cash, (ii) the non-cash financial assets set forth in Schedule 7.6 and (iii) all of the issued and outstanding shares of capital stock of Sterling or the proceeds from the sale of all of the issued and outstanding shares of capital stock of Sterling pursuant to the Sterling Agreement (the “ Special Dividend ”).  Buyer agrees that it will cooperate and provide Aon with reasonable assistance to obtain any required regulatory approvals in connection with the declaration and payment of the Special Dividend.

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Section 7.7             Vendor Contracts .   (a)  Aon and Buyer shall use commercially reasonable efforts (i) to cause the Vendor Contracts to be replaced, at or prior to Closing, with separate contracts that are reasonably acceptable to Aon and Buyer and (ii) to cooperate and provide each other with reasonable assistance in effecting such separation of such Vendor Contracts prior to the Closing and for a period of three (3) months following the Closing.
 
(b)            If the parties are not able to effect the separation of the Vendor Contracts prior to the Closing, then, until such Vendor Contracts are separated or such Vendor Contracts expire in accordance with their respective terms, to the extent permissible under Requirements of Law and under the terms of such Vendor Contracts, each of the parties hereto agrees to (i) use commercially reasonable efforts to perform the obligations under such Vendor Contracts applicable to it and its Affiliates; (ii) promptly reimburse the other party hereto for any expenses incurred by such party or its Affiliates; (iii) hold in trust for the benefit of the other party, and to promptly forward to the other party, any monies or other benefits received pursuant to such Vendor Contracts allocable to the other party (or its Affiliates); and (iv) endeavor to institute alternative arrangements intended to put the parties in substantially the same economic position as if such Vendor Contracts were separated; provided , however , that if the parties are not able to effect the separation of the Vendor Contracts within three (3) months after the Closing, then Aon and its Affiliates shall have no further obligation to Buyer or its Affiliates with respect thereto and may freely terminate the Vendor Contracts or any portion thereof.  Buyer shall be solely responsible for replacing each Vendor Contracts to the extent it is not separated or transitioned hereunder.
 
(c)            If following the Closing, the Company or any Subsidiary terminates any Vendor Contract and Aon or any of its Affiliates incurs any liability or incremental cost or expense to the vendor under the applicable Vendor Contract by reason thereof, Buyer shall reimburse Aon or such Affiliate for such liability, cost or expense.
 
Section 7.8             No Solicitation; No Waiver of Confidentiality Provisions .   (a) Aon agrees that, during the period commencing on the date hereof through the earlier to occur of the Closing or the termination of this Agreement, that it will not, and it will use its reasonable best efforts to cause each of its Affiliates and its and their directors, officers and representatives not to, directly or indirectly, knowingly initiate, solicit, encourage, discuss, negotiate or respond affirmatively to any inquiries, proposals or offers (whether initiated by them or otherwise) with respect to (i) any transaction, however structured, resulting in or relating to the acquisition of any equity interests of the Company or any Subsidiary or any interest therein by a third party or (ii) the acquisition of all or a material portion of the assets and properties of the Company or any Subsidiary (each, a “ Potential Transaction ”) from any Person or provide information to any Person in connection with a Potential Transaction. Aon shall terminate any existing discussions with respect to a Potential Transaction. Notwithstanding the foregoing, nothing contained in this Section 7.8 shall in any manner apply to or be construed to limit Aon regarding any actions involving the sale of all of the issued and outstanding shares of capital stock of Sterling.
 
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(b)            From the date of this Agreement through the Closing, Aon shall not waive any confidentiality provisions of any agreements entered into with respect to a possible transaction involving the Company or any Subsidiary.  On or before the Closing Date, Aon shall request the other parities to any such confidentiality provisions or agreements to return or destroy any information provided thereunder.
 
Section 7.9             Financial Statements .   (a)  From and after the date hereof until the earlier to occur of the Closing or the termination of this Agreement, Aon shall deliver to Buyer copies of any annual or quarterly statements of each of the Underwriting Companies filed with the applicable insurance regulatory authority of its jurisdiction of domicile promptly, but in no event later than ten (10) business days after, such statements are filed with the applicable regulatory authority.
 
(b)            On or prior to the Closing Date, Aon shall deliver to Buyer unaudited consolidated balance sheets of the Company and the Subsidiaries as of December 31, 2007 and the related consolidated statements of income and cash flows for the year then ended.
 
Section 7.10          Olympic Agreements .   Prior to the Closing, Aon shall cause the Administrative Services Agreement, effective January 1, 1999, as amended, between Olympic Health Management Systems, Inc. and the Company to be amended so that the term of such agreement (Section 5.1 thereof) is extended until two years from the date of this Agreement and Section 5.2 thereof (which allows for termination upon not less than six months notice) is deleted; and no other amendments thereof shall be made.  Prior to the Closing, Aon shall cause the Joint Marketing Agreement, effective May 15, 2006, between the Company and Olympic Health Management Services, Inc. to be amended so that Section 8.1 thereof is deleted and replaced with a provision providing for a term of two years from the date of this Agreement; and no other amendments thereof shall be made.
 
Section 7.11          Sterling Transition Services Agreement .   Prior to the Closing, Aon shall be entitled to cause the Company to enter into the Sterling Transition Services Agreement.
 
ARTICLE VIII 
ADDITIONAL AGREEMENTS
 
Section 8.1             Tax Matters .   (a)  Liability for Taxes .  (i)  Aon shall be liable for and pay, and pursuant to Article XI (and subject to the provisions thereof but not subject to the limitations in Section 11.1(a) ) agrees to indemnify and hold harmless each Buyer Group Member, the Company and the Subsidiaries against, any and all Taxes (A) imposed on the Company or any Subsidiary pursuant to Treasury Regulation Section 1.1502-6 or similar provision of state or local law as a result of the Company or any Subsidiary having been a member of the Aon consolidated group, (B) imposed on the Company, any Subsidiary, or any Buyer Group Member as a result of the restructuring described in Section 8.8 of this Agreement, (C) imposed on the Company or any Subsidiary, or for which the Company or any Subsidiary may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, including Section 338 Taxes and any Taxes imposed on the transactions contemplated by the Sterling Agreement or (D) imposed on the Company or any
 
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Subsidiary as a result of any breach of warranty or misrepresentation under Section 5.7 but only for and to the extent attributable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; provided , however , that Aon shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against (I) any Taxes shown as a liability or reserve on the Net Worth Adjustment Report and taken into account in the calculation of the Closing Date Net Worth (“ Reserved Taxes ”); (II) any Taxes (other than any Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares or the deemed purchase of shares of any of the Subsidiaries or that result from Buyer, any Affiliate of Buyer, the Company or any Subsidiary engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Company or any Subsidiary for federal, state or local Tax purposes and (III) any Taxes imposed on the Company or any Subsidiary or for which the Company or any Subsidiary may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing and would not have been otherwise included as part of the Section 338 Taxes (the Taxes described in this proviso being referred to as “ Excluded Taxes ”); provided , further , that Aon’s liability for any withholding or employment Taxes relating to any taxable year or period ending on or before the Closing Date or the portion of any Straddle Period ending on and including the Closing Date shall be governed solely by the provisions of Section 5.7 (determined without regard to the last sentence thereof), including the applicable limitations of Article XI , and shall not be governed by this Section 8.1 .  Except as otherwise provided in this Section 8.1 , Aon shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date.  For the avoidance of doubt, no provision in this Agreement shall be read to require Buyer to pay over any amount of Taxes to Aon that has been reflected as a receivable (or netted against a Tax liability) in the Net Worth Adjustment Report or to require Buyer to indemnify Aon for any Taxes that would be treated as Section 338 Taxes as well as being treated under another provision of this Section 8.1 .
 
(ii)            Buyer shall be liable for and pay, and pursuant to Article XI (and subject to the provisions thereof but not subject to the limitations in Section 11.2((a) ) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on the Company or any Subsidiary or for which the Company or any Subsidiary may otherwise be liable for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date and (B) Excluded Taxes.  Except as otherwise provided herein, Buyer shall be entitled to any refund of (or credit for) Taxes described in clauses (A) and (B).  Buyer shall pay Aon (in the case of any Reserved Taxes that are required to be paid by Aon on behalf of the consolidated group of corporations, combined group of corporations, affiliated group of corporations or unitary group of corporations (or other similar group) of which the Company and its relevant Subsidiaries are members (“ Reserved Consolidated Taxes ”)) or the relevant taxing authority (in the case of all other Reserved Taxes) all Reserved Taxes in accordance with past practice (but, in the case of Reserved Consolidated Taxes, in no event later than five (5) business days following the Net Worth Adjustment Report Finalization Date).  For the avoidance of doubt, Buyer shall
 
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pay Aon the full amount accrued for Reserved Consolidated Taxes (regardless of any actual Tax liability).
 
(iii)           For purposes of Sections 8.1(a)(i)  and 8.1(a)(ii) , whenever it is necessary to determine the liability for Taxes of the Company or a Subsidiary for a Straddle Period, the determination of such Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company or such Subsidiary were closed at the close of the Closing Date; provided , however , that (I) transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date and (II) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis.
(iv)           If, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in a Tax liability for which Aon would otherwise be liable pursuant to Section 8.1(a)(i) , and such change is reasonably expected to result in a decrease in the Tax liability of the Company, any Subsidiary, Buyer or any Affiliate or successor thereof for any taxable year or period beginning after the Closing Date or for the portion of any Straddle Period beginning after the Closing Date, Aon shall not be liable under Section 8.1(a)(i)  with respect to such increase to the extent of the present value (using a discount rate equal to the then “Federal Mid-Term Rate,” as that term is defined in Section 1274(d) of the Code) of such decrease (and, to the extent such increase in Tax liability is paid to a taxing authority by Aon or any Affiliate thereof, Buyer shall pay Aon an amount equal to the present value of such decrease).
 
(v)            Notwithstanding anything herein to the contrary, Aon and Buyer  shall be equally responsible for and shall each pay 50% of all real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement (except the restructuring described in Section 8.8 , which Taxes, if any, shall be the responsibility of Aon).
 
(b)            Tax Returns .  (i)  Aon shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns required to be filed with respect to the Company and the Subsidiaries for taxable years or periods ending on or prior to the Closing Date, and Aon shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company and the Subsidiaries, and Buyer shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns.  With respect to Tax Returns to be filed by Buyer
 
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pursuant to the preceding sentence that relate to any Straddle Period (I) such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Aon is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Aon not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Aon, which approval may not be unreasonably withheld.  Aon or Buyer shall pay the other party for the Taxes for which Aon or Buyer, respectively, is liable pursuant to Section 8.1(a)  but which are payable with any Tax Return to be filed by the other party pursuant to this Section 8.1(b)  upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Aon or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes, without regard to the aggregate indemnification limitations set forth in Sections 11.1(a)  and 11.2(a) .
 
(ii)            None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Company or any Subsidiary to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Company or any Subsidiary with respect to any taxable year or period ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Aon, which consent may not be unreasonably withheld.
 
(iii)           Buyer shall promptly cause the Company and each Subsidiary to prepare and provide to Aon a package of Tax information materials, including schedules and work papers (the “ Tax Package ”), required by Aon to enable Aon to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.1(b)(i) .  The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of the Company and the Subsidiaries.  Buyer shall cause the Tax Package to be delivered to Aon within 75 days after the Closing Date.
 
(c)            Contest Provisions .  After the Closing Date, in the case of any audit, examination, claim or other proceeding (“ Proceeding ”) with respect to Taxes for which Aon is or may be liable or entitled to a refund pursuant to this Agreement, Buyer shall promptly inform Aon of such Proceeding, and shall afford Aon, at Aon’s expense, the opportunity to control the conduct of such Proceedings and initiate any claim for refund, file any amended return or take any other action which Aon deems appropriate with respect to such Taxes; provided , however , that if Aon chooses to control such Proceeding and such Proceeding is reasonably expected to affect Taxes for which Buyer is liable, Buyer shall be entitled to participate at its expense.  Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Aon to take all actions desired by Aon with respect to such Proceeding to the extent such Proceeding may affect the amount of taxes for which Aon is liable or entitled to a refund pursuant to this Agreement.  Any Proceeding with respect to Taxes for a period which includes but does not end on the Closing Date shall be controlled by Buyer, but Aon shall be entitled to participate at its expense.  Notwithstanding any provision of this Section 8.1 to the contrary, Aon shall not settle any Proceeding, initiate any claim for refund or file any amended Tax Return
 
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without the prior written consent of Buyer, which consent shall not be unreasonably withheld, if, as result of such Proceeding, claim for refund or amended Tax Return, the Taxes payable by Buyer or the Company for a taxable period for which Aon is not obligated to indemnify Buyer or the company pursuant to this Section 8.1 would likely be increased.  Notwithstanding any provision of this Section 8.1 to the contrary, Buyer shall not settle any Proceeding, initiate any claim for refund or file any amended return without the prior written consent of Aon, which consent shall not be unreasonably withheld if, as a result of such Proceeding, claim for refund or amended Tax Return, the Taxes for which Aon is obligated to indemnify Buyer or the company pursuant to this Section 8.1 would likely be increased.
 
(d)            Assistance and Cooperation .  After the Closing Date, Aon and Buyer shall (and shall cause their respective Affiliates to):
(i)             assist the other parties in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b) ;
 
(ii)            cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company and the Subsidiaries;
 
(iii)           make available to the others and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Company and the Subsidiaries;
 
(iv)           provide timely notice to the others in writing of any pending or threatened Tax audits or assessments of the Company and the Subsidiaries for taxable periods for which the other may have a liability under this Section 8.1 ;
 
(v)            furnish the others with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period;
 
(vi)           timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 8.1(a)(v)  (relating to sales, transfer and similar Taxes); and
 
(vii)          timely provide to the others powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1 .
 
(e)            Election Under Section 338(h)(10) .  (i)  Each of Aon and Buyer shall cause an authorized person to make a joint election under Section 338(h)(10) of the Code and a similar election under any applicable state, local or foreign income tax law for each domestic Company and Subsidiary treated as a corporation for U.S. federal income tax purposes (collectively, the “ Section 338(h)(10) Elections ”).  To facilitate such election, Aon shall deliver to Buyer on the Closing Date an Internal Revenue Service Form 8023 and, within 60 days after the Closing Date (but in no event after the date which is 60 days prior to the due date) Aon shall deliver any similar form under applicable state, local or foreign income tax law (collectively, the “ Forms ”) with respect to the Section 338(h)(10) Elections, which Forms shall have been duly
 
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executed by an authorized person.  Aon and Buyer shall cooperate in the preparation of any information to be included in the Forms or attachments thereto.  Buyer shall (1) cause the Forms to be duly executed by an authorized person for Buyer, (2) subject to the following paragraph, prepare and attach any schedules required to be attached, and (3) provide a copy of the executed Forms and schedules to Aon within 120 days after the Closing Date or such later date reasonably agreed by Aon and Buyer.  Within 150 days after the Closing Date or such later date reasonably agreed to by Aon and Buyer in writing (but in no event after the date that is 60 days prior to the due date), Aon shall review and provide any comments on the Forms to Buyer.  Buyer shall consider any such comments received from Aon and shall make any agreed changes to the Forms prior to filing the Forms with the relevant taxing authorities.  Buyer shall duly and timely file the Forms as prescribed by Treasury Regulation §1.338(h)(10)-1 or the corresponding provisions of applicable state, local or foreign income tax Law, and deliver evidence of such filings to Aon.  If any changes are required in these forms as a result of information which is first available after these forms are prepared, the parties will promptly agree on such changes.
 
(ii)            Within 60 days following the final determination of the Net Worth Adjustment Amount pursuant to Section 4.5 , Buyer shall prepare and deliver to Aon a schedule (the “ Allocation Schedule ”) allocating the Aggregate Deemed Sales Price, as defined in Treasury Regulation Section 1.338-4, for the assets of the Company and each Subsidiary for which a Section 338(h)(10) Election will be made, among the assets of the Company and each such Subsidiary.  The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 338(h)(10) of the Code and the Treasury Regulations thereunder.  Aon agrees to review such Allocation Schedule and provide written notice to Buyer of any disputes within 30 days after the date on which the Allocation Schedule is delivered to Aon.  The Allocation Schedule shall be deemed to be accepted by and shall be conclusive and binding on Aon and Buyer in the event Aon does not timely provide written notice to Buyer.  If a change proposed by Aon is disputed by Buyer, then Aon and Buyer shall negotiate in good faith to resolve such dispute.  If, after a period of 20 days following the date on which Aon gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Aon shall together choose an Accounting Firm to resolve any remaining disputes.  The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to the Allocation Schedule.  The decision of the Accounting Firm shall be final and binding.  All of the fees and expenses of the Accounting Firm shall be equally paid by Buyer, on the one hand, and Aon, on the other hand.  Buyer and Aon each agrees that promptly upon receiving the final and binding Allocation Schedule it shall return an executed copy thereof to the other party.  Each of Buyer and Aon agrees to file all federal, state, local and foreign Tax Returns in accordance with the Allocation Schedule.
 
(f)             Elections under Section 338 for International Subsidiaries .  Aon and Buyer agree to work together to determine whether Buyer shall be entitled to make an election under Section 338 of the Code or under any applicable similar provision of state or foreign law with respect to any of the Subsidiaries that is not a domestic corporation for U.S. Federal income tax purposes and that Buyer may choose to make the election without agreement of Aon if Buyer agrees to pay any incremental Taxes on Aon resulting from such election.
 
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(g)            Options; Restricted Stock .
 
(i)             Options .  In the event that subsequent to the Closing Date any current or former employee of the Company or a Subsidiary exercises options to purchase stock of Aon which options were received by such employee in connection with the performance of services for the Company, such Subsidiary or an Affiliate of the Company or such Subsidiary, as the case may be, and are outstanding on the Closing Date (the “ Aon Options ”), Aon and Buyer agree and acknowledge that they shall report the exercise of the Aon Options in accordance with clause (iii) below.  Buyer shall (or shall cause its Affiliates to) immediately inform Aon of any event that results in the forfeiture of any Aon Options by any person holding such options.
 
(ii)            Stock-Based Awards .  In the event that subsequent to the Closing Date any current or former employee of the Company or a Subsidiary becomes vested (in whole or in part) in any restricted stock units or performance share units of Aon which (A) were received by such employee in connection with the performance of services for the Company, such Subsidiary or an Affiliate of the Company or such Subsidiary, as the case may be, and (B) with respect to which an effective election under Section 83(b) of the Code was not made (the “ Aon Stock-Based Awards ”), Aon and Buyer agree and acknowledge that they shall report the vesting of the Aon Stock-Based Awards in accordance with clause (iii) below.
 
(iii)           Compensation Expense; Employment Taxes; Reimbursement .  Upon the exercise of the Aon Options or the vesting of the Aon Stock-Based Awards, as applicable, the Company or a Subsidiary, as applicable, shall, if and only if Aon has determined that Aon cannot claim the deduction, (A) claim the compensation expense deduction associated with such exercise or vesting measured by the fair market value of Aon stock at the time of such exercise (less the exercise price) or vesting (the “ Compensation Deduction ”), (B) pay all employment and withholding Taxes resulting from such exercise or vesting and (C) file all Tax Returns related to the payment of such employment and withholding Taxes.  The Company or such Subsidiary shall pay Aon an amount equal to the tax benefit realized by Buyer or any of its Affiliates (determined on an After-Tax Basis) as a result of such Compensation Deduction less the after-tax cost to Buyer of any employment Taxes required to be paid on the exercise or vesting of the Aon Option or Aon Stock-Based Awards within 60 days of the date the Tax benefits are realized by the Company or such Subsidiary from the Compensation Deduction.
 
(h)            Buyer shall not cause or permit the Company or Subsidiaries to carry back any loss, credit or other allowance to a Tax period (or any portion thereof) ending on or prior to the Closing Date without Aon’s prior written consent (which consent may not be unreasonably withheld).  In the event that Buyer, the Company or a Subsidiary is required to carry back any amount to a Tax period ending on or prior to the Closing Date, Aon will pay to Buyer the amount of any refund (or reduction in Taxes) obtained by Aon as a result of such carry back.
 
(i)             All amounts paid as an indemnity by one party to the other under this Agreement will be treated, to the extent permitted under applicable law, as adjustments to the Purchase Price for all Tax purposes.
 
Section 8.2             Employee Matters .   (a)   Continued Employment .  As of the Closing Date, Buyer agrees to, or to cause an Affiliate of Buyer to, continue to employ as a successor employer all of the employees of the Company and the Subsidiaries (including all such employees who have rights of employment in accordance with the established practices or
 
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policies of the Company and the Subsidiaries on return from any vacation, leave or other authorized absence) (collectively, the “ Transferred Employees ”).  For a period of at least one year following the Closing Date, each Transferred Employee shall be entitled to receive while in the employment of Buyer or its Affiliates at least the same salary or hourly wages as were provided to such employee by the Company and the Subsidiaries, immediately prior to the Closing Date.  For the period from the Closing Date through the last day of the calendar year in which the Closing Date occurs, the Buyer shall, or shall cause an Affiliate of Buyer to, continue to maintain for the benefit of the Transferred Employees while in the employment of Buyer or its Affiliates the bonus program in which such Transferred Employees participated as employees of the Company or a Subsidiary immediately prior to the Closing Date. Notwithstanding any provision herein to the contrary, neither Buyer nor any of its Affiliates (including the Company and the Subsidiaries) shall be obligated to continue to employ any Transferred Employee for any specific period of time following the Closing Date, subject to applicable law.
 
(b)            Buyer Benefit Plans .  Through the end of the calendar year during which the Closing Date occurs, Buyer shall provide, or shall cause the Company and the Subsidiaries to provide, employee benefits (including, for the avoidance of doubt, retirement, welfare and fringe benefits) to Transferred Employees that provide at least substantially comparable aggregate value to those benefits provided under the Company Plans in effect immediately prior to the Closing Date.
 
(c)            Company Plans and International Plans .  (i) Except as set forth in Schedule 8.2(c) , as provided for in the Closing Date Net Worth or as otherwise specifically provided in this Section 8.2 (collectively, the “ Assumed Plan Liabilities ”), neither Buyer nor any of its Affiliates shall assume any obligations under or liabilities with respect to, and it shall not receive any right or interest in the assets of, any Company Plans.  Buyer shall assume (or cause the Company and the Subsidiaries to assume) the Assumed Plan Liabilities.  Effective as of the Closing Date, except as otherwise specifically provided in this Agreement, all Transferred Employees will cease any participation in, and any benefit accrual under, all Company Plans; provided , however , that if Buyer does not sponsor a retiree medical plan for pre-age 65 or post-age 65 retirees, then otherwise eligible Transferred Employees may apply for coverage on or before December 31, 2008 under Aon’s U.S. retiree medical plan and will be granted age and service credit for their employment with the Buyer or its Affiliates for eligibility purposes.  Buyer will have no responsibility in connection with the administration or funding of any Aon-sponsored retiree medical plan.
 
(ii)            As of the Closing Date, Buyer shall assume (or will cause the Company and the Subsidiaries to continue) the International Benefit Plans set forth in Schedule 8.2(c)  (collectively, the “ Assumed International Plans ”), including assuming or retaining, as applicable, all liabilities and obligations for benefits payable under the Assumed International Plans.  Except for assets specifically relating to such Assumed International Plans, no portion of the assets of any trust or other fund maintained by Aon for the purpose of paying benefits under the Assumed International Plans will be transferred to Buyer, the Company or the Subsidiaries.
 
(iii)           Buyer currently maintains one or more qualified defined contribution plans (“ Buyer’s DC Plans ”) that contain or will contain all provisions necessary for
 
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the acceptance of direct rollovers (in the form of cash and notes relating to plan participant loans) of “eligible rollover distributions” as defined in the Code and applicable Requirements of Law that Transferred Employees are eligible to receive from Aon’s defined contribution plans (“ Aon’s DC Plans ”) without adversely affecting the qualified status of Aon’s DC Plans; provided , however , that Buyer’s DC Plan will not be required to accept the rollover of any amount attributable to a form of contribution that is not otherwise available under Buyer’s DC Plan.  Buyer’s DC Plans will contain provisions to permit any such direct rollover to include the promissory note or notes representing any plan loans outstanding to the Transferred Employee under Aon’s DC Plans on the date of the direct rollover, and Buyer, the Company and Aon will cooperate with each other to enable such direct rollovers to occur before such loans become defaulted.  Aon agrees not to place any such loans in default for at least 90 days following the Closing Date.
 
(d)            Layoff Benefits .  Notwithstanding any of the foregoing to the contrary, following the Closing Date, Buyer agrees to, or to cause its Affiliates to, provide severance benefits to any Transferred Employee who is laid off during the one-year period beginning on the Closing Date in an amount that is at least equal to the layoff benefits that would have been paid to such employee pursuant to the terms of the Company Plans as in effect immediately prior to the Closing Date, to be calculated, however, on the basis of the employee’s base salary and service at the time of the layoff; provided , however , that if an individual is entitled to a severance or layoff benefit under a Company Employment Agreement, the individual will not be entitled to a layoff benefit under this paragraph (d).
 
(e)            Individual Employment Contracts .  Except as set forth on Schedule 8.2(e) , effective as of the Closing Date, Buyer shall assume, or cause an Affiliate to continue to be obligated under or assume the Company’s and the Subsidiaries’ obligations under all individual employment, termination, retention, severance or other similar contracts or agreements with any current or former employee of the Company and the Subsidiaries and all of the obligations as the employer under such contracts and agreements, as set forth in Schedule 5.18 .
 
(f)             Welfare Benefits .  Except as otherwise expressly provided herein, Aon or one of its Affiliates shall retain responsibility under the Company Plans that are Welfare Plans in which the Transferred Employees participate with respect to all amounts that are payable by reason of, or in connection with, any and all welfare benefit claims made by the Transferred Employees and their eligible dependents but only to the extent the claims were incurred prior to the Closing Date.  However, Buyer shall reimburse Aon or one of its Affiliates promptly for any payments of welfare benefits, properly made by Aon or one of its Affiliates in accordance with the terms of the applicable welfare plan maintained by Buyer or one of its Affiliates, to eligible Transferred Employees and their eligible dependents on or after the Closing Date with respect to claims incurred after the Closing Date upon receipt of periodic billings for such amounts.  Buyer and its Affiliates shall be responsible for all other welfare benefit claims made by the Transferred Employees and their eligible dependents to the extent such claims were incurred on or after the Closing Date.
 
(g)            Credit for Service .  To the extent that service is relevant for purposes of eligibility and vesting (but not for purposes of defined benefit pension benefit accruals) under any retirement plan, employee benefit plan, program or arrangement established or maintained
 
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by Buyer or any of its Affiliates for the benefit of the Transferred Employees, following the Closing Date such plan, program or arrangement shall credit such Transferred Employees for service earned on and prior to the Closing Date with the Company, the Subsidiaries, any of their respective Affiliates or any of their respective predecessors (but only to the extent Aon credited such service) in addition to service earned with Buyer or any of Buyer’s Affiliates after the Closing Date.
 
(h)            Preexisting Conditions; Coordination .  Following the Closing Date, Buyer shall, or shall cause its Affiliates to, waive limitations on eligibility, enrollment and benefits relating to any preexisting medical conditions of the Transferred Employees and their eligible dependents to the same extent as any other new employee of Buyer.  Following the Closing Date, Buyer shall recognize, or shall cause its Affiliates to also recognize, for purposes of annual deductible and out of pocket limits under its health and dental plans (the “ Buyer Plans ”), deductible and out of pocket expenses paid by Transferred Employees and their respective dependents under health and dental Company Plans in the calendar year in which the Closing Date occurs to the extent the Transferred Employees participate in any such Buyer Plans in such same calendar year.
 
(i)             Vacations .  Buyer shall, or shall cause its Affiliates to, continue a vacation program for the benefit of the Transferred Employees through at least the end of the calendar year in which the Closing occurs that is at least as favorable as the vacation program of the Company and the Subsidiaries in effect immediately prior to the Closing Date.  Buyer shall, or shall cause its Affiliates to, recognize and provide all accrued but unused vacation of each Transferred Employee as of the Closing Date.  Neither Aon nor its Affiliates shall have any obligation or liability to pay or provide any vacation payments claimed on or after the Closing Date.
 
(j)             Bonuses .  Buyer shall, or shall cause its Affiliates to, assume the bonus programs for Transferred Employees in existence as of the Closing Date and shall pay to the Transferred Employees the bonuses they earn under such programs with respect to the bonus determination period that includes the Closing Date, it being understood that bonus amounts shall be fully accrued with respect to all periods through the Closing Date (and including the Closing) in the calculation of Closing Date Net Worth.
 
(k)            Healthcare Flexible Spending Account Program .  Buyer shall, or shall cause its Affiliates to, establish or maintain a Healthcare Flexible Spending Account program for each Transferred Employee who, in the portion of the calendar year on or prior to the Closing Date, contributed to the Healthcare Flexible Spending Account program of Aon.  The beginning balance as of the Closing Date in Buyer’s Healthcare Flexible Spending Account program shall be the unused portion of the balance in Aon’s Healthcare Flexible Spending Account program, and Aon shall transfer to Buyer an amount, in cash, equal to such balance.
 
(l)             COBRA .  Following the Closing Date, Buyer shall, or shall cause an Affiliate to, provide continuation health care coverage to all Transferred Employees and their qualified beneficiaries, regardless of when a “qualifying event” occurs, in accordance with the continuation health care coverage requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA (“ COBRA ”) with respect to claims incurred at any time on or after
 
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the Closing Date.  Aon or one of its Affiliates shall provide COBRA coverage for former employees of the Company and the Subsidiaries who do not become Transferred Employees.
 
(m)           WARN .  Buyer shall be responsible for all liabilities or obligations under the Worker Adjustment and Retraining Notification Act and similar state and local rules, statutes and ordinances resulting from the Closing or from Buyer’s, the Company’s or a Subsidiary’s actions following the Closing.
 
(n)            Workers’ Compensation Liabilities .  As of the Closing Date, Buyer will cause the Company and the Subsidiaries to assume (or reimburse Aon for) all liabilities and obligations relating to compensation and benefits under any state workers’ compensation or similar law payable following the Closing Date to or with respect to any employee or former employee of the Company or any of the Subsidiaries who was employed by the Company or the Subsidiaries on the date the claim arose or the incident on which the claim is based occurred.
 
Section 8.3             Securities Law Legends .   Buyer agrees and understands that the Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other Administrative Authority and that the Shares may be sold or disposed of only in one or more transactions (i) registered under the Securities Act, applicable state securities laws and/or the laws of any other applicable Administrative Authority or (ii) as to which an exemption from the registration requirements of the Securities Act, applicable state securities laws and/or the laws of any other applicable Administrative Authority is available.  Buyer acknowledges and agrees that no person has any right to require Aon or the Company to cause the registration of any of the Shares.  The certificates representing the Shares shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities laws or the laws of any other Administrative Authority:
 
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SHARES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES MAY BE SOLD WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS.
 
Section 8.4             Insurance; Risk of Loss .   Aon will cause the Company and the Subsidiaries to keep insurance policies currently maintained by the Company or the Subsidiaries covering their business, assets and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date.  From and after the Closing Date, Buyer shall be solely responsible for all insurance coverage and related risk of loss based on claims pending as of the Closing Date and claims made after the Closing Date, without regard to when the event giving rise to any such claim occurred, with respect to the Company, the Subsidiaries and their business, assets and current or former employees.  To the extent that after the Closing any party hereto requires any information
 
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regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, such other party will promptly supply such information.
 
Section 8.5             Release of Guaranties .   Buyer shall use all reasonable efforts to cause Aon and its Affiliates to be fully released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Aon or its Affiliates relating to any parcel of Leased Real Property or any other contractual commitment of the Company and the Subsidiaries (collectively, the “ Guaranties ”).  If Buyer is unable to effect such a substitution and release with respect to any Guaranty, Buyer shall indemnify each Seller Group Member against any and all Loss or Expense arising from such Guaranty.   Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates to, renew, extend, amend or supplement any contract, lease or other obligation that is covered by a Guaranty without providing Aon with evidence reasonably satisfactory to them that the Guaranty has been released.  Any cash or other collateral posted by Aon or its Affiliates in respect of any Guaranty shall be delivered to Aon.
 
Section 8.6             Noncompetition and Nonsolicitation .   (a)   For a period of two years following the Closing, Aon shall not, and shall cause its Affiliates not to, solicit any employees of Buyer or any of its Affiliates identified to Aon as part of the transactions contemplated by this Agreement to leave the employ of Buyer or its Affiliates or violate the terms of their contracts, or any employment arrangements, with the Company or any Subsidiary; provided , however , that Aon or any of its Affiliates may solicit any Transferred Employees who are discharged by the Company or a Subsidiary, and, provided , further , that nothing in this Section 8.6(a) shall prohibit Aon or any of its Affiliates from employing any Transferred Employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation, (ii) seeks employment in response to any general advertisement or other similar method and not in response to any direct or indirect solicitation efforts or (iii) whose employment has been terminated prior to commencement of employment discussions.
 
(b)            For a period of two years following the Closing, Buyer shall not, and shall cause its Affiliates (including the Company and the Subsidiaries) not to solicit any employees of Aon or its Affiliates identified to Buyer as part of the transactions contemplated by this Agreement to leave the employ of Aon or its Affiliates, as applicable, or violate the terms of their contracts, or any employment arrangements, with Aon or its Affiliates, as applicable; provided , however , that Buyer or any of its Affiliates may solicit any such employees who are discharged by Aon or its Affiliates, as applicable; provided , further , that nothing in this Section 8.6(b)  shall prohibit Buyer or any of its Affiliates from employing any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation, (ii) seeks employment in response to any general advertisement or other similar method and not in response to any direct or indirect solicitation efforts or (iii) whose employment has been terminated prior to commencement of employment discussions.
 
(c)            As a separate and independent covenant, for a period of two (2) years following the Closing, Aon shall not, and shall cause its Affiliates not to, engage in a Restricted Business anywhere in the world; provided , however , that, for the purposes of this Section 8.6 , (x)
 
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ownership of securities having no more than five percent of the outstanding voting power of any Person whose capital stock or equity is listed on any national or international securities exchange or quotation system and (y) ownership of not more than 25% of any private equity fund or alternative investment vehicle in which Aon or its Affiliates is a passive investor shall not be deemed to be a violation of this Section 8.6 .
 
(d)            Notwithstanding the provisions of this Section 8.6 and without implicitly agreeing that the following activities would be subject to the provisions of Section 8.6(c) , nothing in this Agreement or in the Seller Ancillary Agreements shall preclude, prohibit or restrict Aon or any of its Affiliates from:  (i) engaging in or owning an interest in any entity that engages in any Exempt Business Activities; (ii) acquiring, and following such acquisition, actively engaging in any business that has a subsidiary, division, group, franchise or segment that is engaged in any Restricted Business (an “ Acquired Business ”), so long as for the most recent fiscal year ending prior to the date of such purchase, the gross written premiums or revenues of such business derived from a Restricted Business were less than 33-1/3% of the total consolidated gross written premiums or revenues of such business; or (iii) engaging in a Change of Control or, if the acquiring Person has a subsidiary, division, group, franchise or segment that is engaged in a Restricted Business at the time of the Change of Control, thereafter engaging in the Restricted Business.  Nothing in this Section 8.6 shall require Aon or any of its Affiliates to divest or dispose of all or any portion of an Acquired Business to the extent engaging in Exempt Business Activities.
 
Section 8.7             Use of Names .   (a)  Aon is not conveying ownership rights or granting Buyer or its Affiliates (including the Company and the Subsidiaries after the Closing) a license to use any of the tradenames, service marks or trademarks of Aon or any Affiliate of Aon (other than the trademarks and service marks included in the Intellectual Property identified in Schedule 5.11(a) ) (collectively, the “ Retained Names and Marks ”) and, after the Closing, Buyer and its Affiliates (including the Company and the Subsidiaries after the Closing) shall not use in any manner the names or marks of Aon or any Affiliate of Aon or any word that is similar in sound or appearance to such names or marks, except as provided in this Section 8.7 .
 
(b)            Following the Closing, Buyer shall (and shall cause the Company and the Subsidiaries to) cease promptly, but in no event later than 120 days after the Closing Date, using (i) any advertising or promotional materials and (ii) any stationery, business cards, business forms and other similar items, in each case that contain anywhere thereon any of the Retained Names and Marks; provided , however , that Buyer shall (and shall cause the Company and the Subsidiaries to), when using items referred to in clause (ii) in the context of entering into or conducting contractual relationships, make reasonably clear to all other applicable parties that Buyer and the Company and the Subsidiaries, rather than Aon or any Affiliate of Aon is the party entering into or conducting the contractual relationship; provided , further , that Buyer shall (and shall cause the Company to) ensure that personnel of the Company and the Subsidiaries using such items shall not, and shall have no authority to, hold themselves out as officers, employees or agents of Aon or any Affiliate of Aon; provided , further , that Buyer shall not be obligated to pay Aon for the use of the Retained Names and Marks as contemplated by this Section 8.7 .  With respect to all materials used after the Closing which state or suggest or imply any affiliation with Aon or any of the Affiliates of Aon, Buyer shall indemnify and hold harmless the Seller Group
 
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Members from and against all Losses which arise out of, relate to or result from the inclusion of such statements, suggestions or implications in such materials.
 
Section 8.8             Post-Closing Restructuring .   On the Closing Date, if requested by Aon to facilitate the Special Dividend and subject to obtaining any required regulatory approvals in connection therewith , Buyer shall, immediately following the Closing, cause the Company to distribute to Buyer all of the capital stock of each of the Subsidiaries set forth on Schedule 8.8 .  For the avoidance of doubt, Buyer acknowledges and agrees that any portion of the Special Dividend not paid to Aon as contemplated by Section 7.6 shall be taken into account for purposes of the calculation of the Closing Date Net Worth.
 
ARTICLE IX 
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
 
The obligations of Buyer under this Agreement shall, at the option of Buyer (to the extent permissible under applicable law), be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
 
Section 9.1             No Misrepresentation or Breach of Covenants and Warranties .   There shall not have been any material breach by Aon in the performance of any of its covenants and agreements required by this Agreement to have been performed or complied with by Aon at or prior to the Closing which shall not have been remedied or cured; the representations and warranties of Aon contained in this Agreement (disregarding any qualification as to materiality or Material Adverse Effect) shall have been true and correct on the date hereof and shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they expressly relate to an earlier date), except, in each case, for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer or any transaction permitted by this Agreement and (ii) breaches of representations and warranties which would not reasonably be expected to have a Material Adverse Effect; and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Aon by a duly authorized officer of Aon.
 
Section 9.2             HSR Act and EU Merger Controls .   The waiting period (and any extensions thereof) under the HSR Act shall have expired or been terminated.  To the extent applicable, the European Commission shall have issued a decision under Article 6(1)(b) or 8(1) or 8(2) of Council Regulation (EC) No. 139/2004 of the Council of the European Union (or shall be deemed to have done so under Article 10(6) thereof) declaring the transactions contemplated by this Agreement compatible with the EC Common Market.
 
Section 9.3             Necessary Governmental Approvals .   All approvals and actions of or by all Administrative Authorities (including any approvals or consents from state departments of insurance or similar foreign departments having or asserting jurisdiction over any of the Underwriting Companies) set forth in Schedule 9.3 shall have been obtained or taken place and shall be in effect on the Closing Date; provided , however , that in connection with obtaining the foregoing, no condition or requirement (excluding conditions or requirements imposed by an insurance regulatory Administrative Authority pursuant to Requirements of Law and conditions or requirements relating to circumstances of Buyer and its Affiliates) shall have been imposed
 
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by one or more Administrative Authorities relating to the acquisition, ownership or operation of the Company and the Subsidiaries by Buyer which, either alone or together with all such other conditions or requirements, would reasonably be expected to materially and adversely affect the benefits, taken as a whole, which the Buyer would otherwise receive from the transactions contemplated by this Agreement.
 
Section 9.4             No Restraint .   (a) No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any Administrative Authority which prohibits, restricts or makes illegal the consummation of the Closing or any material transaction contemplated hereby.
 
(b)            No judgment, decree, injunction or restraining order shall have been issued by any court of competent jurisdiction and be in effect which restrains or prohibits any material transaction contemplated hereby nor shall there be pending any suit, action, investigation, inquiry or other proceeding instituted by any Administrative Authority which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
Section 9.5             No Material Adverse Effect .   Since the date of this Agreement, there shall not have occurred any Material Adverse Effect or any event or circumstance that would reasonably be expected to have a Material Adverse Effect.
 
Section 9.6             FIRPTA Certificate .   Aon shall have delivered to Buyer a certificate of non-foreign status, in the form attached hereto as Exhibit C .
ARTICLE X 
CONDITIONS PRECEDENT TO OBLIGATIONS OF AON
 
The obligations of Aon under this Agreement shall, at the option of Aon (to the extent permissible under applicable law), be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
 
Section 10.1          No Misrepresentation or Breach of Covenants and Warranties .   There shall not have been any breach by Buyer in the performance of any of its covenants and agreements herein which shall not have been remedied or cured, other than breaches which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; the representations and warranties of Buyer contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon or any transaction contemplated by this Agreement and (ii) breaches of representations and warranties which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; and there shall have been delivered to Aon a certificate to such effect, dated the Closing Date, signed on behalf of Buyer by a duly authorized officer of Buyer.
 
Section 10.2          HSR Act and EU Merger Controls .   The waiting period (and any extensions thereof) under the HSR Act shall have expired or been terminated.  To the extent applicable, the European Commission shall have issued a decision under Article 6(1)(b) or 8(1)
 
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or 8(2) of Council Regulation (EC) No. 139/2004 of the Council of the European Union (or shall be deemed to have done so under Article 10(6) thereof) declaring the transactions contemplated by this Agreement compatible with the EC Common Market.
 
Section 10.3          Necessary Governmental Approvals .   All approvals and actions of or by all Administrative Authorities (including any approvals or consents from state departments of insurance or similar foreign departments having or asserting jurisdiction over any of the Underwriting Companies) set forth in Schedule 10.3 or as to which the failure to have been obtained or taken place would reasonably be expected to have a Material Adverse Effect shall have been obtained or taken place and shall be in effect on the Closing Date.
 
Section 10.4          No Restraint .   (a) No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any Administrative Authority which prohibits, restricts or makes illegal the consummation of the Closing or any material transaction contemplated hereby.
 
(b)            No judgment, decree, injunction or restraining order shall have been issued by any court of competent jurisdiction and be in effect which restrains or prohibits any material transaction contemplated hereby not shall there be pending any suit, action, investigation, inquiry or other proceeding instituted by any Administrative Authority which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
ARTICLE XI
INDEMNIFICATION
 
Section 11.1          Indemnification by Aon .   (a)  From and after the Closing, Aon agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from:
 
(i)             any breach of any warranty or the inaccuracy of any representation of Aon contained in this Agreement (in each case (other than with respect to the Specified Representations and Warranties) interpreted without giving effect to any limitation contained therein as to “material,” “material respects” or “Material Adverse Effect”) or in any certificate delivered by Aon in connection herewith ;
 
(ii)            any breach by Aon of, or failure by Aon to perform, any of its pre-Closing covenants or obligations contained in this Agreement; and
 
(iii)           any breach by Aon of, or failure by Aon to perform, any of its post-Closing covenants or obligations contained in this Agreement;
 
provided , however , that Aon shall be required to indemnify and hold harmless under Section 11.1(a)(i)  or 11.1(a)(ii)  with respect to Losses and Expenses incurred by Buyer Group Members only to the extent that:
 
(x)             the amount of Loss and Expense suffered by Buyer Group Members related to each individual claim exceeds $50,000 (it being understood that such $50,000 shall be a deductible for which Aon shall bear no indemnification responsibility), 
 
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provided , that individual claims based upon the same act, event, omission or set of facts shall be deemed a single individual claim for purposes of this Section 11.1(a)(x) ;
 
(y)            the aggregate amount of such Losses and Expenses (other than Losses and Expenses excluded by clause (x) above) exceeds one and one-half percent (1.5%) of the Purchase Price (it being understood that such amount shall be a deductible for which Aon shall bear no indemnification responsibility); and
 
(z)             the aggregate amount required to be paid by Aon pursuant to clauses (i) and (ii) of this Section 11.1(a)  shall not exceed fifteen percent (15%) of the Purchase Price.
 
(b)            The indemnification provided for in Section 11.1(a)  shall terminate one (1) year after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a)  thereafter), except that the indemnification by Aon shall continue as to:
 
(i)             the representations contained in the first and third sentences of Section 5.1 and Sections 5.2 and 5.4(a) , which shall survive for ten years;
 
(ii)            the representations contained in Sections 5.7 and 5.16 , which shall survive until 30 days after the expiration of the relevant statutory period of limitations applicable to the underlying claim, giving effect to any waiver, mitigation or extension thereof;
 
(iii)           the covenants of Aon set forth in Sections 8.1 and 8.2 , which shall survive until 30 days after the expiration of the relevant statutory period of limitations applicable to the underlying claim, giving effect to any waiver, mitigation or extension thereof;
 
(iv)           the covenants of Aon which by their terms extend beyond one (1) year, which shall survive until expiring in accordance with their respective terms; and
 
(v)            any Losses or Expenses of which any Buyer Group Member has validly given a Claim Notice to Aon in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1 , as to which the obligation of Aon shall continue solely with respect to the specific matters in such Claim Notice until the liability of Aon shall have been determined pursuant to this Article XI , and Aon shall have reimbursed all Buyer Group Members for the full amount of such Losses and Expenses that are payable with respect to such Claim Notice in accordance with this Article XI .
 
Section 11.2          Indemnification by Buyer .   (a)  From and after the Closing, Buyer agrees to indemnify and hold harmless each Seller Group Member from and against any and all Losses and Expenses incurred by such Seller Group Member in connection with or arising from:
 
(i)             any breach of any warranty or the inaccuracy of any representation of Buyer contained in this Agreement;
 
(ii)            any breach by Buyer of, or failure by Buyer to perform, any of its pre-Closing covenants and obligations contained in this Agreement;
 
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(iii)           any breach by Buyer of, or failure by Buyer to perform, any of its post-Closing covenants and obligations contained in this Agreement; and
 
(iv)           the operation of the Company, the Subsidiaries and the business of the Company and the Subsidiaries after the Closing (other than any matter for which Aon is required to provide indemnification pursuant to Section 11.1 );
 
provided , however , that Buyer shall be required to indemnify and hold harmless under Section 11.2(a)(i)  or 11.2(a)(ii)  with respect to Losses and Expenses incurred by Seller Group Members only to the extent that:
 
(x)             the amount of Loss and Expense suffered by Seller Group Members related to each individual claim exceeds $50,000 (it being understood that such $50,000 shall be a deductible for which Buyer shall bear no indemnification responsibility), provided , that individual claims based upon the same act, event, omission or set of facts shall be deemed a single individual claim for purposes of this Section 11.2(a)(x) ;
 
(y)            the aggregate amount of such Losses and Expenses (other than Losses and Expenses excluded by clause (x) above) exceeds one and one-half percent (1.5%) of the Purchase Price (it being understood that such amount shall be a deductible for which Buyer shall bear no indemnification responsibility); and
 
(z)             the aggregate amount required to be paid by Buyer pursuant to clauses (i) and (ii) of this Section 11.2(a)  shall not exceed fifteen percent (15%) of the Purchase Price.
 
(b)            The indemnification provided for in Section 11.2(a)  shall terminate one (1) year after the Closing Date (and no claims shall be made by any Seller Group Member under Section 11.2(a)  thereafter), except that the indemnification by Buyer shall continue as to:
 
(i)             the covenants of Buyer set forth in Sections 8.1 , 8.2 , 8.4 , 8.5 , 8.7 , 8.8 and 11.2(a)(iv) , which shall survive until the expiration of the relevant statutory period of limitations applicable to the underlying claim, giving effect to any waiver, mitigation or extension thereof;
 
(ii)            the covenants of Buyer which by their terms extend beyond one (1) year, which shall survive until expiring in accordance with their respective terms; and
 
(iii)           any Losses or Expenses of which any Seller Group Member has validly given a Claim Notice to Buyer in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.2 , as to which the obligation of Buyer shall continue solely with respect to the specific matters in such Claim Notice until the liability of Buyer shall have been determined pursuant to this Article XI , and Buyer shall have reimbursed all Seller Group Members for the full amount of such Losses and Expenses that are payable with respect to such Claim Notice in accordance with this Article XI .
 
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Section 11.3          Notice of Claims .   Any Buyer Group Member or Seller Group Member seeking indemnification hereunder (the “ Indemnified Party ”) shall give promptly to the party obligated to provide indemnification to such Indemnified Party (the “ Indemnitor ”) a notice (a “ Claim Notice ”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided , however , that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced.
 
Section 11.4          Determination of Amount .   (a)  In calculating any Loss or Expense, such amounts shall be calculated on an After-Tax Basis and shall be net of any third-party insurance, indemnification or other proceeds which have been recovered by the Indemnified Party under any insurance policy or other contract, agreement or undertaking in connection with the facts giving rise to the right of indemnification.  The Indemnified Party shall use commercially reasonable efforts to recover third-party insurance, indemnification or other proceeds that may be recoverable.
 
(b)            After the giving of any Claim Notice pursuant to Section 11.3 , the amount of indemnification to which an Indemnified Party shall be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree.  The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.  The Indemnified Party shall have the burden of proof in establishing the amount of Losses and Expenses suffered by it.
 
Section 11.5          Third Person Claims .   (a)  Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party shall notify the Indemnitor in writing, and in reasonable detail, of the third Person claim within 10 days after receipt by such Indemnified Party of written notice of the third Person claim.  Thereafter, the Indemnified Party shall deliver to the Indemnitor, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitor relating to the third Person claim.  Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third Person claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within five (5) business days after receipt thereof and shall deliver to the Indemnitor within seven (7) business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third Person claim.  The failure to give notice as provided in this Section 11.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure.
 
(b)            If any legal proceeding shall be threatened or instituted or any claim or demand shall be asserted by any Person in respect of which payment may be sought by one party
 
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hereto from the other party under the provisions of this Article XI , the Indemnified Party shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnitor.  Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall refer to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based and describe in reasonable detail, the facts giving rise to an alleged basis for the claim and the amount of the liability asserted against the Indemnitor by reason of the claim.  In the event of the initiation of any legal proceeding against the Indemnified Party by a third Person, the Indemnitor shall have the sole and absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice and to control, defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; provided , however , that the Indemnified Party may participate in any such proceeding with counsel of its choice and at its expense.  Each of the parties hereto agrees to cooperate fully with the other party in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand and to make available to the other party all witnesses, pertinent records, materials and information in such party’s possession or under such party’s control relating thereto as is reasonably required by the other party.  To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnified Party defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Party may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding; provided , however , that the Indemnitor shall be obligated pursuant to this Section 11.5 to pay for only one firm of counsel for all Indemnified Parties.  Neither the Indemnitor nor the Indemnified Party may settle any such proceeding which settlement obligates the other party to pay money, to perform obligations or to admit liability without the consent of the other party, such consent not to be unreasonably withheld.  Furthermore, the Indemnitor may not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld), settle any such proceeding or compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any Indemnified Party is or would reasonably be expected to be a party and indemnity was or would reasonably be expected to be sought hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such action, suit or proceedings and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party.  If the Indemnified Party shall refuse to consent to the settlement of any third Person claim, so long as only money damages are involved and there is no admission of liability or wrongdoing with respect to the Indemnified Party, the liability of the Indemnitor in respect of such third Person claim shall not exceed the amount for which the third Person claim could have been settled plus the amount of expenses incurred by the Indemnified Party prior to the time of and in connection with the proposed settlement to which it is entitled to indemnification.  After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnified Party and the Indemnitor shall arrive at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnified Party shall forward to the Indemnitor notice of any sums due and owing by it with respect to
 
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such matter and the Indemnitor shall pay all of the sums so owing to the Indemnified Party by wire transfer, certified or bank cashier’s check within 30 days after the date of such notice.
 
(c)            To the extent of any inconsistency between this Section 11.5 and Section 8.1(c)  (relating to Tax contests), the provisions of Section 8.1(c)  shall control with respect to Tax contests.
 
Section 11.6          Limitations .  (a)  In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Article XI , such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter.
 
(b)            In no event shall any party be liable for any special, incidental, consequential (including loss of revenues or profits), exemplary or punitive damages or diminution of value or any damages based on any type of multiple, whether arising under any legal or equitable theory or arising under or in connection with this Agreement, all of which are hereby excluded by agreement of the parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages.
 
(c)            Aon shall not be required to indemnify and hold harmless any Buyer Group Member pursuant to Section 11.1(a)  to the extent the matter in question was included in the computation of the Net Worth Adjustment Amount pursuant to Section 4.5 .
 
(d)            Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance), if the Closing occurs, this Article XI shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Shares contemplated hereby.  Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of Aon or Buyer, after the consummation of the purchase and sale of the Shares contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby.
 
Section 11.7          Mitigation .   Each of the parties agrees to take all reasonable steps to mitigate their respective Losses and Expenses upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any Losses and Expenses that are indemnifiable hereunder.
 
ARTICLE XII 
TERMINATION
 
Section 12.1          Termination .   Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Closing Date:
 
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(a)           by the mutual consent of Buyer and Aon;
 
(b)           by Buyer if Aon shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement, which would give rise to the failure of a condition set forth in Article IX , which breach cannot be cured by the Termination Date as the same may be extended pursuant to Section 12.1(e)  or which has not been cured within 60 days of notice thereof by Buyer;
 
(c)           by Aon if Buyer shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article X which breach cannot be cured by the Termination Date as the same may be extended pursuant to Section 12.1(e)  or which has not been cured within 60 days of notice thereof by Aon;
 
(d)           by Buyer or Aon if any court of competent jurisdiction in the United States or other United States Administrative Authority shall have issued a final and non-appealable order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of any material transaction contemplated hereby; or
 
(e)           by Buyer or Aon if the Closing shall not have occurred on or before July 31, 2008 (the “ Termination Date ”) (or such later date as may be agreed in writing to by Buyer and Aon); provided , however , that either Buyer or Aon may by written notice to the other delivered on or before July 31, 2008 extend the Termination Date until any date prior to September 30, 2008 if the failure of the Closing to have occurred on or before July 31, 2008 shall have resulted from the failure of the condition set forth in Sections 9.2 or 9.3 or Sections 10.2 or 10.3 ; provided , further , that the right to terminate this Agreement pursuant to this Section 12.1(e)  shall not be available to any party whose failure to fulfill any of its obligations contained in this Agreement has been the cause of, or resulted in, the failure of the Closing to have occurred on or prior to the aforesaid date.
 
Section 12.2         Notice of Termination .   Any party desiring to terminate this Agreement pursuant to Section 12.1 shall give written notice of such termination to the other party to this Agreement and shall include in reasonable detail the grounds for such termination.
 
Section 12.3         Effect of Termination .   If this Agreement shall be terminated pursuant to this Article XII , all further obligations of the parties under this Agreement (other than Sections 13.2 and 13.10 ) shall be terminated without further liability of any party to the other; provided , however , that nothing herein shall relieve any party from liability for its willful breach of this Agreement.
 
Section 12.4         Specific Performance .   The parties agree that irreparable damage would occur in the event that any of the terms or provisions of this Agreement related to the closing of the transactions contemplated hereby were not performed in accordance with their specific wording or were otherwise breached.  It is accordingly agreed that, notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States of America or any state having
 
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jurisdiction, such remedy being in addition to any other remedy to which any party may be entitled at law or in equity.
 
ARTICLE XIII 
GENERAL PROVISIONS
 
Section 13.1         Survival of Representations and Warranties .   All representations and warranties contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement through the period during which claims for indemnification may be made for such representations and warranties pursuant to Article XI (at which time such representations and warranties shall terminate).
 
Section 13.2         Confidential Nature of Information .  Each party hereto agrees that all documents, materials and other information which it shall have obtained regarding the other parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents shall be held in confidence pursuant to the Confidentiality Agreement, which Confidentiality Agreement shall terminate at Closing.
 
Section 13.3         No Public Announcement .   Through the Closing Date, neither Buyer nor Aon shall make any press release or other public announcement primarily concerning the transactions contemplated by this Agreement without giving the other a reasonable opportunity to review and comment on such disclosure in advance of its release; provided , however , that the foregoing shall not preclude communications or disclosures (i) necessary to implement the provisions of this Agreement or to comply with Securities and Exchange Commission disclosure obligations or the rules of any stock exchange or (ii) with public stockholders and/or analysts in the ordinary course of business for a transaction of the type contemplated by this Agreement.
 
Section 13.4         Notices .   All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered when delivered personally, by facsimile or when sent by registered or certified mail (postage prepaid, return receipt requested) or by an internationally recognized overnight courier service addressed as follows:
 
If to Buyer, to:
 
ACE Limited
ACE Global Headquarters
17 Woodbourne Avenue
Hamilton HM 08 Bermuda
Attention:  General Counsel
Facsimile:  (441) 296-7799
with a copy (which shall not constitute notice) to:
 
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois  60606
 
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Attention:  Edward S. Best
Facsimile:   (312) 701-7711
 
If to Aon, to:
 
Aon Corporation
Aon Center
200 East Randolph Street
Chicago, Illinois  60601
Attention:  Richard E. Barry
Facsimile:  (312) 381-6165
 
with a copy (which shall not constitute notice) to:
 
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois  60603
Attention:  Frederick C. Lowinger
                  Gary D. Gerstman
Facsimile:  (312) 853-7036
 
or to such other address as such party may indicate by a notice delivered to the other party hereto.
 
Section 13.5         Successors and Assigns .   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided , however , that neither party to this Agreement may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other party to this Agreement; provided , further , that, notwithstanding the foregoing, subject to applicable regulatory approvals, Buyer may, without the prior written consent of Aon, assign to one or more of its wholly owned subsidiaries all or a portion of its rights under this Agreement, provided that (1) no such assignment shall relieve Buyer of its obligations under this Agreement, (2) each wholly owned subsidiary of Buyer to which such rights have been assigned shall not further assign, sublicense or transfer (directly or indirectly, by operation of law or otherwise) such rights to any Person other than another wholly owned subsidiary of Buyer and (3) any such assignment(s) shall not delay the Closing.
 
Section 13.6         Access to Records after Closing .   (a)   For a period of six (6) years after the Closing Date, Aon and its representatives shall have reasonable access to all of the books and records of the Company and the Subsidiaries to the extent that such access may reasonably be required by Aon in connection with matters relating to or affected by the operations of the Company and the Subsidiaries prior to the Closing Date.   Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours.   Aon shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a) .   If Buyer, the Company or the Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Aon a
 
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reasonable opportunity, at Aon’s expense, to segregate and remove such books and records as Aon may select.
 
(b)           For a period of six (6) years after the Closing Date, Buyer and its representatives shall have reasonable access to all of the books and records relating to the Company and the Subsidiaries which Aon may retain after the Closing Date.  Such access shall be afforded by Aon upon receipt of reasonable advance notice and during normal business hours.  Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.6(b) .  If Aon shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Aon shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.
 
Section 13.7         Entire Agreement; Amendments .   This Agreement, the Exhibits and Schedules referred to herein, the documents delivered pursuant hereto and the Confidentiality Agreement contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all other prior representations, warranties, agreements, understandings or letters of intent between or among any of the parties hereto.  This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of the parties hereto.
 
Section 13.8         Interpretation .   Disclosure of any fact or item in any Schedule hereto referenced by a particular section in this Agreement shall be deemed to have been disclosed with respect to every other section in this Agreement only to the extent such disclosure is reasonably clear on its face that it would apply to such other section.  Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not material for purposes of this Agreement.  Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the ordinary course of business for purposes of this Agreement.  To the extent that Aon becomes aware of any material error in any Schedule prior to the Closing, Aon shall promptly notify the Buyer of the error.
 
Section 13.9         Waivers .   Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof.  Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party.  The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this
 
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Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision.  No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.
 
Section 13.10       Expenses .   Except as expressly set forth herein, each party hereto will pay all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel,  independent public accountants and other advisors.
 
Section 13.11       Partial Invalidity .   Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.
 
Section 13.12       Execution in Counterparts .   This Agreement may be executed in counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to the other party.
 
Section 13.13       Further Assurances .   Upon the terms and subject to the conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Requirements of Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including:  (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iii) the execution and delivery of such instruments, and the taking of such other actions, as the other party hereto may reasonably require in order to carry out the intent of this Agreement.
 
Section 13.14       Disclaimer of Warranties .   Aon makes no representations or warranties with respect to any projections, forecasts or forward-looking information provided to Buyer.  There is no assurance that any projected or forecasted results will be achieved.  EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, AON IS SELLING THE SHARES (AND THE BUSINESS AND ASSETS OF THE COMPANY AND THE SUBSIDIARIES REPRESENTED THEREBY) ON AN “AS IS, WHERE IS” BASIS AND AON DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER EXPRESS OR IMPLIED.  AON MAKES NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER.  Buyer acknowledges that neither Aon nor any of its representatives or Affiliates or any other Person has made any representation or warranty,
 
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express or implied, as to the accuracy or completeness of any memoranda, charts or summaries heretofore made available by Aon or its representatives or Affiliates to Buyer or any other information which is not included in this Agreement or the Schedules hereto, and none of Aon, nor any of its representatives or its Affiliates or any other Person will have or be subject to any liability to Buyer, any Affiliate of Buyer or any other Person resulting from the distribution of any such information to, or use of any such information by, Buyer, any Affiliate of Buyer or any of their agents, consultants, accountants, counsel or other representatives.  Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that Aon makes no representation or warranty with respect to, and nothing contained in this Agreement, or in any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby, is intended or shall be construed to be a representation or warranty (express or implied) of Aon, for any purpose under this Agreement or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby, with respect to (a) the adequacy or sufficiency of any of the reserves of the Underwriting Companies or (b) the effect of the adequacy or sufficiency of reserves of the Underwriting Companies on any “line item” or asset, liability or equity amount.  Buyer acknowledges and agrees that it is not entitled to rely upon any representations or warranties or other statements of fact or opinion, other than the representations and warranties expressly set forth in this Agreement.
 
Section 13.15       Governing Law; Submission to Jurisdiction .  This Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of New York.  By the execution and delivery of this Agreement, Buyer and Aon submit to the personal jurisdiction of any state or federal court in the State of New York in any suit or proceeding arising out of or relating to this Agreement.
 
Section 13.16       Waiver of Jury Trial .   Each of Buyer and Aon hereby expressly waives any right to trial by jury in any dispute, whether sounding in contract, tort or otherwise, between Buyer and Aon arising out of or related to the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements or Buyer Ancillary Agreements, or any other instrument or document executed or delivered in connection herewith or therewith.  Either Buyer or Aon may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of the parties to the waiver of their right to trial by jury.
 
[Remainder of page intentionally left blank; signature page follows.]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 	 	AON CORPORATION	 	
 	 	 	 	
 	 	By:	/s/	Diane M. Aigotti	
 	 	Name:	Diane M. Aigotti	 	
 	 	Title:	Senior Vice President and Treasurer	

 	 	ACE LIMITED	 	
 	 	 	 	
 	 	By:	/s/	Evan G. Greenberg	
 	 	Name:	Evan G. Greenberg	 	
 	 	Title:	Chairman and Chief Executive
Officer	

Signature Page to Stock Purchase Agreement

 
Annex A
 
Subsidiaries

Name of Subsidiary	 	Jurisdiction of
Incorporation	 	Record Owner of Capital Stock
of Subsidiary	
Combined Life Assurance Company of Europe, Ltd.	 	Ireland	 	Combined Insurance Company of America	
Combined International Services, Ltd.	 	United Kingdom	 	Combined Insurance Company of America	
Combined Insurance Company of Europe, Ltd.	 	Ireland	 	Combined Insurance Company of America	
Combined Seguros Mexico, S.A. de C.V.	 	Mexico	 	Combined Insurance Company of America (99%) Aon Corporation (1%)	
Combined Life Insurance Company of Australia, Ltd.	 	Australia	 	Combined Insurance Company of America	
Combined Life Insurance Company of New York	 	New York	 	Combined Insurance Company of America	
Combined Insurance Company of New Zealand Limited	 	New Zealand	 	Combined Insurance Company of America (99%) Aon Corporation (1%)	
Combined Insurance (Thailand) Limited	 	Thailand	 	S.E.O.S. Limited (75%) Olympic Health Management Services, Inc. (25%)	
Employee Benefit Communications, Inc.	 	Florida	 	Combined Insurance Company of America	
C.I.C.A. Superannuation Nominees Pty. Ltd.	 	Australia	 	Combined Insurance Company of America (99%) Aon Special Risk Resources, Inc. (1%)	
Superannuation Fund (CICNZ) Limited	 	New Zealand	 	Combined Insurance Company of America (99%) Aon Corporation (1%)	
VOL Properties Corporation	 	Delaware	 	Combined Insurance Company of America	
S.E.O.S. Limited	 	Thailand	 	Chiewchanvit Company Limited (51%) Combined Insurance Company of America (49%)	
Chiewchanvit Company Limited	 	Thailand	 	7 Thai Individual Shareholders (51%) Combined Insurance Company of America (49%)	

Exhibit 2.5
 
EXECUTION COPY
 
STOCK PURCHASE AGREEMENT
 
BETWEEN
 
AON CORPORATION
 
AND
 
MUNICH-AMERICAN HOLDING CORPORATION
 
Dated as of December 14, 2007

 
TABLE OF CONTENTS

 	 	Page	
 	 	 	
ARTICLE I	 	 	
DEFINITIONS	 	 	
 	 	 	
Section 1.1  Definitions	 	1	
Section 1.2  Interpretation	 	9	
 	 	 	
ARTICLE II	 	 	
PURCHASE AND SALE	 	 	
 	 	 	
Section 2.1  Purchase and Sale of the Shares	 	10	
 	 	 	
ARTICLE III	 	 	
PURCHASE PRICE	 	 	
 	 	 	
Section 3.1  Purchase Price	 	10	
 	 	 	
ARTICLE IV	 	 	
CLOSING	 	 	
 	 	 	
Section 4.1  Closing Date	 	10	
Section 4.2  Payment on the Closing Date	 	11	
Section 4.3  Buyer’s Additional Closing Date Deliveries	 	11	
Section 4.4  Aon’s Closing Date Deliveries	 	11	
Section 4.5  Determination of the Net Worth Adjustment Amount	 	12	
 	 	 	
ARTICLE V	 	 	
REPRESENTATIONS AND WARRANTIES OF AON	 	 	
 	 	 	
Section 5.1  Organization of the Companies and the Subsidiaries	 	13	
Section 5.2  Capital Structure of the Companies and the Subsidiaries	 	14	
Section 5.3  Subsidiaries and Investments	 	14	
Section 5.4  Authority of Aon; Conflicts	 	15	
Section 5.5  Financial Statements	 	16	
Section 5.6  Operations Since Balance Sheet Date	 	16	
Section 5.7  Taxes	 	18	
Section 5.8  Governmental Permits	 	19	
Section 5.9  Real Property	 	20	
Section 5.10  Personal Property Leases	 	20	
Section 5.11  Intellectual Property	 	20	
Section 5.12  Title to Tangible Property	 	21	
Section 5.13  No Violation, Litigation or Regulatory Action	 	22	
Section 5.14  Contracts	 	22	
Section 5.15  Status of Contracts	 	23	
Section 5.16  ERISA	 	24	

 

Section 5.17  Environmental Matters	 	25	
Section 5.18  Employee Relations and Agreements	 	25	
Section 5.19  No Undisclosed Liabilities	 	26	
Section 5.20  Sufficiency of Assets	 	26	
Section 5.21  Insurance	 	27	
Section 5.22  Regulatory Filings	 	27	
Section 5.23  Reinsurance Agreements	 	27	
Section 5.24  Insurance Matters	 	27	
Section 5.25  Medicare Advantage	 	29	
Section 5.26  No Brokers	 	29	
 	 	 	
ARTICLE VI	 	 	
REPRESENTATIONS AND WARRANTIES OF BUYER	 	 	
 	 	 	
Section 6.1  Organization of Buyer	 	29	
Section 6.2  Authority of Buyer; Conflicts	 	29	
Section 6.3  No Violation, Litigation or Regulatory Action	 	31	
Section 6.4  Investment Intent	 	31	
Section 6.5  Financial Ability	 	31	
Section 6.6  No Brokers	 	31	
 	 	 	
ARTICLE VII	 	 	
ACTION PRIOR TO THE CLOSING DATE	 	 	
 	 	 	
Section 7.1  Access to Information	 	31	
Section 7.2  Notification	 	32	
Section 7.3  Consents of Third Parties; Governmental Approvals	 	32	
Section 7.4  Operations Prior to the Closing Date	 	34	
Section 7.5  Termination of Certain Intercompany Indebtedness	 	37	
Section 7.6  Certain Distributions	 	37	
Section 7.7  Financial Statements	 	37	
Section 7.8  Investments	 	37	
Section 7.9  Minute Books	 	37	
Section 7.10  Olympic Agreements	 	38	
 	 	 	
ARTICLE VIII	 	 	
ADDITIONAL AGREEMENTS	 	 	
 	 	 	
Section 8.1  Tax Matters	 	38	
Section 8.2  Employee Matters	 	45	
Section 8.3  Securities Law Legends	 	48	
Section 8.4  Insurance; Risk of Loss	 	49	
Section 8.5  Release of Guaranties	 	49	
Section 8.6  Nonsolicitation; Noncompetition.	 	49	
Section 8.7  Use of Names	 	51	
Section 8.8  Post-Closing Cooperation	 	52	
 
ii

 

ARTICLE IX	 	 	
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER	 	 	
 	 	 	
Section 9.1  No Misrepresentation or Breach of Covenants and Warranties	 	52	
Section 9.2  HSR Act	 	52	
Section 9.3  Necessary Governmental Approvals	 	52	
Section 9.4  No Restraint	 	52	
Section 9.5  FIRPTA Certificates	 	52	
 	 	 	
ARTICLE X	 	 	
CONDITIONS PRECEDENT TO OBLIGATIONS OF AON	 	 	
 	 	 	
Section 10.1  No Misrepresentation or Breach of Covenants and Warranties	 	53	
Section 10.2  HSR Act	 	53	
Section 10.3  Necessary Governmental Approvals	 	53	
Section 10.4  No Restraint	 	53	
 	 	 	
ARTICLE XI	 	 	
INDEMNIFICATION	 	 	
 	 	 	
Section 11.1  Indemnification by Aon	 	54	
Section 11.2  Indemnification by Buyer	 	55	
Section 11.3  Notice of Claims	 	57	
Section 11.4  Determination of Amount	 	57	
Section 11.5  Third Person Claims	 	57	
Section 11.6  Limitations	 	59	
Section 11.7  Mitigation	 	60	
 	 	 	
ARTICLE XII	 	 	
TERMINATION	 	 	
 	 	 	
Section 12.1  Termination	 	60	
Section 12.2  Notice of Termination	 	60	
Section 12.3  Effect of Termination	 	60	
Section 12.4  Specific Performance	 	61	
 	 	 	
ARTICLE XIII	 	 	
GENERAL PROVISIONS	 	 	
 	 	 	
Section 13.1  Survival of Representations and Warranties	 	61	
Section 13.2  Confidential Nature of Information	 	61	
Section 13.3  No Public Announcement	 	61	
Section 13.4  Notices	 	61	
Section 13.5  Successors and Assigns	 	62	
Section 13.6  Access to Records after Closing	 	62	
Section 13.7  Entire Agreement; Amendments	 	63	
Section 13.8  Interpretation	 	63	
Section 13.9  Waivers	 	63	
 
iii

 

Section 13.10  Expenses	 	64	
Section 13.11  Partial Invalidity	 	64	
Section 13.12  Execution in Counterparts	 	64	
Section 13.13  Further Assurances	 	64	
Section 13.14  Disclaimer of Warranties	 	64	
Section 13.15  Governing Law; Submission to Jurisdiction	 	65	
Section 13.16  Waiver of Jury Trial	 	65	
 
iv

 

List of Annexes	
 	 	 	
A	 	Subsidiaries	
 	 	 	
List of Exhibits	
 	 	 	
A	 	Aon Transition Services Agreement	
B	 	Estimated Closing Date Net Worth Statement	
C	 	FIRPTA Certificates	
 	 	 	
List of Schedules	
 	 	 	
1.1	 	Buyer and Seller Ancillary Agreements	
3.1	 	Purchase Price	
5.1	 	Organization of the Companies and the Subsidiaries	
5.2	 	Capital Structure	
5.3	 	Subsidiaries and Investments	
5.4	 	Aon Conflicts	
5.5	 	Financial Statements; Exceptions	
5.6	 	Certain Operations	
5.7	 	Taxes	
5.8	 	Governmental Permits	
5.9	 	Real Property	
5.10	 	Personal Property Leases	
5.11(a)	 	List of Intellectual Property	
5.11(b)	 	Software	
5.11(c)	 	Right, Title and Interest in Intellectual Property	
5.11(d)	 	Registrations of Copyrights, Patent Rights and Trademarks	
5.11(e)	 	Infringement of Intellectual Property	
5.11(f)	 	Challenge to Intellectual Property	
5.11(g)	 	Information Security	
5.13	 	Violation, Litigation or Regulatory Action of the Companies	
5.14	 	Contracts	
5.15	 	Status of Contracts	
5.16(a)	 	Welfare Plans and Pension Plans	
5.16(b)	 	Other Material Employee Benefits	
5.17	 	Environmental Matters	
5.18	 	Employee Relations and Agreements	
5.19	 	No Undisclosed Liabilities	
5.20	 	Sufficiency of Assets	
5.22	 	Statutory Statements	
5.23	 	Reinsurance Agreements	
5.24	 	Insurance Matters	
5.25	 	Medicare Advantage	
7.3(a)	 	Consents of Third Parties	
7.4	 	Operations Prior to Closing Date	
8.2(e)	 	Individual Employment Contracts	

 

8.2(i)	 	Vacation Programs	
8.2(j)	 	Bonus Programs	
8.5	 	Guaranties	
8.6	 	Non-Hire	
9.3	 	Necessary Governmental Approvals of Aon	
10.3	 	Necessary Governmental Approvals of Buyer	
 
2

STOCK PURCHASE AGREEMENT
 
STOCK PURCHASE AGREEMENT , dated as of December 14, 2007, by and between Aon Corporation, a Delaware corporation (“ Aon ”), and Munich-American Holding Corporation, a Delaware corporation (“ Buyer ”).
 
PRELIMINARY STATEMENT:
 
WHEREAS, Aon is the owner of all of the outstanding shares of capital stock of Combined Insurance Company of America, an Illinois corporation (“ CICA ”);
 
WHEREAS, CICA is the owner of all of the outstanding shares of capital stock of Sterling Life Insurance Company, an Illinois corporation (“ Sterling ”);
 
WHEREAS, Aon Services Group, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Aon (“ ASG ”), is the owner of all of the outstanding shares of capital stock of Olympic Health Management Systems, Inc., a Washington corporation (“ Olympic ” and, together with Sterling, the “ Companies ”);
 
WHEREAS, Olympic is the direct owner of 100% of the issued and outstanding capital stock or similar equity interests of each of those entities set forth in Annex A (except as otherwise set forth therein) (each, a “ Subsidiary ” and collectively, the “ Subsidiaries ”); and
 
WHEREAS, Aon desires to sell to Buyer, and Buyer desires to purchase from Aon, all of the issued and outstanding capital stock of the Companies (the “ Shares ”), all on the terms and subject to the conditions set forth herein.
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed between Buyer and Aon as follows:
 
ARTICLE I
DEFINITIONS
 
Section 1.1             Definitions .   In this Agreement, the following terms have the meanings specified or referred to in this Section 1.1 and shall be equally applicable to both the singular and plural forms.
 
“ Accounting Firm ” has the meaning specified in Section 4.5(b) .
 
“ Acquired Business ” has the meaning specified in Section 8.6(d) .
 
“ Administrative Authority ” means any federal, state, local or foreign governmental authority, regulatory body or stock exchange or listing authority, including any applicable department of insurance, agency or commission or other governmental authority or instrumentality, or industry self-regulatory organization, and including, for the avoidance of doubt, CMS.

 
“ Affiliate ” means, with respect to any Person, any other Person which, at the time of determination, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under Common Control with such Person.
 
“ Affiliated Group ” means an affiliated group as defined in Code Section 1504 (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax law) of which any of the Companies or the Subsidiaries is or has been a member.
 
“ After-Tax Basis ” means that, in determining the amount of the payment necessary to indemnify any party against, or reimburse any party for, Losses, the amount of such Losses shall (i) be determined net of any Tax benefit derived (or reasonably expected to be derived) by the Indemnified Party (or any Affiliate thereof) as the result of sustaining or paying such Losses and (ii) include any additional amount of Taxes that the Indemnified Party is required to pay as a result of receiving such indemnification payment.  Tax benefits shall be computed using reasonable assumptions based on the actual and projected Tax position of the U.S. federal income tax consolidated group that includes the Indemnified Party (including whether such group is in a net operating loss position, such group’s then-current (and, to the extent necessary, projected) effective tax rate, and any necessary discounting to reflect the time value of money).
 
“ Agreed Accounting Principles ” means the accounting principles, practices and methodologies applied in the preparation of the Balance Sheet.
 
“ Agreement ” means this Stock Purchase Agreement.
 
“ Allocation Schedule ” has the meaning specified in Section 8.1(e) .
 
“ Aon ” has the meaning specified in the first paragraph of this Agreement.
 
“ Aon Options ” has the meaning specified in Section 8.1(f) .
 
“ Aon Stock-Based Awards ” has the meaning specified in Section 8.1(f) .
 
“ Aon Transition Services Agreement ” means the Transition Services Agreement in the form attached hereto as Exhibit A .
 
“ Aon’s Accountants ” has the meaning specified in Section 4.5(b) .
 
“ Aon’s DC Plans ” has the meaning specified in Section 8.2(c) .
 
“ ASG ” has the meaning specified in the third recital of this Agreement.
 
“ Balance Sheet ” means the unaudited combined balance sheet of the Companies and the Subsidiaries as of December 31, 2006 included in Schedule 5.5 .
 
“ Base Purchase Price ” has the meaning specified in Section 3.1 .
 
2

 
“ Books and Records ” means all accounts, ledgers and records (including computer generated, recorded or stored records) relating to the business of the Companies and the Subsidiaries.
 
“ Business Agreements ” has the meaning specified in Section 5.15 .
 
“ Buyer ” has the meaning specified in the first paragraph of this Agreement.
 
“ Buyer Ancillary Agreements ” means all agreements, instruments and documents being or to be executed and delivered by Buyer or an Affiliate of Buyer (including the Companies and the Subsidiaries on or after the Closing Date) under this Agreement or in connection herewith, each of which agreement, instrument and document is listed in Schedule 1.1 .
 
“ Buyer Group Member ” means (i) Buyer and its Affiliates, (ii) their respective directors, officers and employees and (iii) the successors and assigns of the foregoing.
 
“ Buyer Plans ” has the meaning specified in Section 8.2(h) .
 
“ Buyer’s Accountants ” has the meaning specified in Section 4.5(b) .
 
“ Buyer’s DC Plans ” has the meaning specified in Section 8.2(c) .
 
“ Cap ” has the meaning set forth in Section 11.1 .
 
“ Change of Control ” means a transaction pursuant to which Control of Aon (including by ownership of more than 50% of the voting equity securities of Aon) or ownership of more than 50% of the consolidated assets of Aon is acquired, directly or indirectly, by a Person not already an Affiliate of Aon as of the Closing Date through (x) a tender or exchange offer, merger, consolidation, share exchange or other business combination, (y) a sale of securities, recapitalization, liquidation or dissolution or (z) a sale of assets.
 
“ CICA ” has the meaning specified in the first recital of this Agreement.
 
“ Claim Deductible ” has the meaning set forth in Section 11.1 .
 
“ Claim Notice ” has the meaning specified in Section 11.3 .
 
“ Closing ” means the closing of the transfer of the Shares from Aon to Buyer in exchange for the Preliminary Purchase Price.
 
“ Closing Date ” has the meaning specified in Section 4.1 .
 
“ Closing Date Net Worth ” means Net Worth immediately prior to the Closing, after giving effect to the transactions contemplated by Sections 7.5 and 7.6 .
 
“ CMS ” means the Centers for Medicare & Medicaid Services.
 
“ COBRA ” has the meaning specified in Section 8.2(l) .
 
3

 
“ Code ” means the Internal Revenue Code of 1986.
 
“ Companies ” has the meaning specified in the third recital of this Agreement.
 
“ Company Plan ” has the meaning specified in Section 5.16(a) .
 
“ Compensation Deduction ” has the meaning specified in Section 8.1(f) .
 
“ Confidentiality Agreement ” means that certain letter agreement dated September 5, 2007 between an Affiliate of Buyer and Aon.
 
“ Control ” means, as to any Person, the ownership of more than 50% of the voting equity securities of such Person.  The terms “Controlled by” and “under Common Control with” shall have correlative meanings.
 
“ Copyrights ” means United States registered copyrights, and pending applications to register the same.
 
“ Court Order ” means any judgment, order, award or decree of any federal, state, local or other court or tribunal and any award in any arbitration proceeding.
 
“ Deductible ” has the meaning set forth in Section 11.1 .
 
“ Encumbrance ” means any lien, adverse claim, charge, security interest, mortgage, pledge, easement, encumbrance, conditional sale or other title retention agreement, defect in title or other restrictions of a similar kind.
 
“ Environmental Laws ” means all federal, state and local statutes, regulations, ordinances and other provisions having the force or effect of law, in each case concerning worker health and safety, pollution or protection of the environment or the protection of human health as it relates to the environment.
 
“ Environmental Matter ” means any matter relating to (i) the Release or threatened Release of a Hazardous Material or (ii) violations of or liabilities arising under applicable Environmental Laws.
 
“ ERISA ” means the Employee Retirement Income Security Act of 1974.
 
“ ERISA Affiliate ” means any trade or business (whether or not incorporated) which would be considered a single employer with the Companies pursuant to Section 414(b) or (c) of the Code and the regulations promulgated under those Sections.
 
“ Estimated Closing Balance Sheet ” means the estimated balance sheet (prepared using Agreed Accounting Principles) of the Companies and the Subsidiaries as of the Closing Date.
 
“ Estimated Closing Date Net Worth ” means the calculation of Net Worth based on the Estimated Closing Balance Sheet.
 
4

 
“ Estimated Closing Date Net Worth Statement ” means the statement setting forth the Estimated Closing Date Net Worth and the Estimated Net Worth Adjustment Amount in the form of Exhibit B attached hereto, using data from the Estimated Closing Balance Sheet.
 
“ Estimated Net Worth Adjustment Amount ” means the Estimated Closing Date Net Worth minus $202,000,000.
 
“ Excluded Taxes ” has the meaning specified in Section 8.1(a) .
 
“ Exempt Business Activities ” means any business activities of the type conducted by Aon or any Affiliate of Aon (other than the Companies and the Subsidiaries as of the date of this Agreement) and any business activities incidental thereto.
 
“ Expenses ” means any and all reasonable out-of-pocket fees, costs and expenses actually incurred in connection with defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including reasonable fees and disbursements of legal counsel).
 
“ Final Closing Balance Sheet ” means the audited combined balance sheet of the Companies and the Subsidiaries as of the Closing Date.
 
“ Financial Statements ” has the meaning specified in Section 5.5 .
 
“ GAAP ” means United States generally accepted accounting principles, consistently applied.
 
“ Governmental Permits ” has the meaning specified in Section 5.8 .
 
“ Guaranties ” has the meaning specified in Section 8.5 .
 
“ Hazardous Materials ”  means any chemical, substance, material, waste, pollutant, contaminant, toxic substance, special waste, hazardous waste or hazardous substance regulated by or which gives rise to liability under any Environmental Law, including, for purposes of this Agreement, petroleum or petroleum wastes, asbestos, asbestos-containing materials, radon, polychlorinated biphenyls, urea formaldehyde, lead or radioactive materials.
 
“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
 
“ Indemnified Party ” has the meaning specified in Section 11.3 .
 
“ Indemnitor ” has the meaning specified in Section 11.3 .
 
“ Insurance Contracts ” has the meaning specified in Section 5.24(b) .
 
“ Intellectual Property ” means (i) Copyrights and copyrightable works enforceable in the United States, (ii) Patent Rights and inventions, whether or not patentable, (iii) Trademarks and common law trademarks and trade names enforceable in the United States and all goodwill associated therewith and symbolized thereby, and (iv) Trade Secrets.
 
5

 
“ IRS ” means the United States Internal Revenue Service.
 
“ Knowledge of Aon ” means, as to a particular matter, the current actual knowledge of the following persons:  Aon’s Senior Vice President/Treasurer and each of Debbie Ahl, Craig Bodway, Jim Campbell, Marty Catron, David Goldberg, Jill Johnson, Gerald Reilly and Randall L. Roberts.
 
“ Leased Real Property ” has the meaning specified in Section 5.9 .
 
“ Losses ” means any and all losses, costs, settlement payments, awards, judgments, fines (including interest and penalties with respect thereto), liabilities, penalties, damages, expenses (including reasonable attorneys’, accountants’ and other professionals’ fees), deficiencies or other charges, whether or not involving a Third Person Claim.
 
“ Mass Software ” means Software that is available generally through retail stores, distribution networks or is otherwise subject to “shrink-wrap” or “click-through” license agreements, including any software pre-installed in the ordinary course of business as a standard part of hardware.
 
“ Material Adverse Effect ” means any effect, circumstance or change that has, or is reasonably likely to have, a material adverse effect on the business, assets, liabilities, properties, results of operations or financial condition of the Companies and the Subsidiaries taken as a whole, other than any such effect, circumstance or change resulting or arising from, in whole or in part, (i) general economic or political conditions or any conditions generally affecting any segment of the industries in which the Companies or the Subsidiaries operate, (ii) any change or prospective change in Requirements of Law, or any interpretation of any of the foregoing, (iii) any change in GAAP or SAP, or any interpretation of any of the foregoing, (iv) the execution of this Agreement or the public announcement hereof to the extent such effect, circumstance or change results from the identity of Buyer as the prospective purchaser of the Companies and the Subsidiaries, (v) any change in interest rates, (vi) any action taken by (or at the written request of) Buyer or any of its Affiliates not necessary or required in connection with the transactions contemplated hereby and (vii) changes caused by acts of terrorism or war (whether or not declared) occurring after the date of this Agreement; except, in the case of clauses (i) and (iii), to the extent disproportionately affecting the Companies and the Subsidiaries relative to other participants in the industries in which the Companies and the Subsidiaries conduct business.
 
“ Multiemployer Plan ” means a “multiemployer plan,” as defined in Section 4001(a)(3) of ERISA.
 
“ Net Worth ” means an amount equal to (i) the value of the assets of the Companies and the Subsidiaries, taken as a whole, determined in accordance with the Agreed Accounting Principles minus (ii) the value of the liabilities of the Companies and the Subsidiaries, taken as a whole, determined in accordance with the Agreed Accounting Principles, in each case, as of the date of determination.
 
“ Net Worth Adjustment Amount ” means the Closing Date Net Worth minus $202,000,000.
 
6

 
“ Net Worth Adjustment Report ” has the meaning specified in Section 4.5(a) .
 
“ Net Worth Adjustment Report Finalization Date ” means the date which is 30 days after the date on which the Net Worth Adjustment Report is delivered by Aon to Buyer; provided , however , that if Buyer or Buyer’s Accountant delivers a notice of exception within such 30-day period, and if any change to the Net Worth Adjustment Report is agreed to by Buyer and Aon in accordance with Section 4.5 , then the date on which Buyer and Aon agree in writing to such change shall be the Net Worth Adjustment Report Finalization Date; provided , further , that if Aon and Buyer cannot agree upon the Net Worth Adjustment Amount, then the date on which the Accounting Firm delivers its decision with respect to such dispute in accordance with Section 4.5 shall be the Net Worth Adjustment Report Finalization Date.
 
“ Olympic ” has the meaning specified in the third recital of this Agreement.
 
“ Patent Rights ” means United States patents, patent applications, continuations, continuations-in-part, divisions or reissues.
 
“ Pension Plan ” means any pension plan, as defined in Section 3(2) of ERISA.
 
“ Permitted Encumbrances ” means (i) liens for Taxes and other governmental charges and assessments which are not yet due and payable, (ii) liens which evidence monetary obligations of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business consistent with past practice for sums not yet due and payable, (iii) other Encumbrances or imperfections on tangible property which are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such Encumbrance or imperfection, (iv) Encumbrances imposed by the Securities Act or any applicable state securities law and (v) Encumbrances that are set forth on the Balance Sheet or the Statutory Statements to the extent expressly reflected thereon.
 
“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Administrative Authority.
 
“ Preliminary Purchase Price ” has the meaning specified in Section 4.2(a) .
 
“ Producers ” has the meaning specified in Section 5.24(a) .
 
“ Purchase Price ” has the meaning specified in Section 3.1 .
 
“ Release ” means the release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Hazardous Material into the environment.
 
“ Requirements of Law ” means any federal, state, local or other laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Administrative Authority.
 
7

 
“ Reserved Consolidated Taxes ” has the meaning specified in Section 8.1(a) .
 
“ Reserved Taxes ” has the meaning specified in Section 8.1(a) .
 
“ Restricted Business ” means the underwriting and administration of Medicare Advantage, Medicare Part D Prescription Drug and Medicare Supplemental insurance products.
 
“ Retained Names and Marks ” has the meaning specified in Section 8.7(a) .
 
“ SAP ” means the statutory accounting principles and practices prescribed or permitted by applicable insurance regulatory authorities.
 
“ Section 338(h)(10) Election ” has the meaning specified in Section 8.1(e) .
 
“ Section 338 Taxes ” means Taxes imposed by any taxing jurisdiction with respect to which a Section 338(h)(10) Election is expressly made in accordance with paragraph (e) of Section 8.1 , to the extent such Taxes arise out of, relate to or result from the filing of such Section 338(h)(10) Election.
 
“ Securities Act ” means the Securities Act of 1933.
 
“ Seller Ancillary Agreements ” means all agreements, instruments and documents being or to be executed and delivered by Aon under this Agreement or in connection herewith, each of which agreement, instrument and document is listed in Schedule 1.1 .
 
“ Seller Group Member ” means (i) Aon and its Affiliates, (ii) the directors, officers and employees of Aon and its Affiliates and (iii) the successors and assigns of the foregoing.
 
“ Shares ” has the meaning specified in the fifth recital of this Agreement.
 
“ Software ” means computer software programs and related documentation and materials, whether in source code, object code or human readable form.
 
“ Specified Representations and Warranties ” means the representations and warranties in Sections 5.6 , 5.11(a) , 5.11(b) , 5.16(b)  and 5.20 .
 
“ Spin-Off Ruling ” has the meaning specified in Section 8.1(a) .
 
“ Statutory Statements ” means each annual or quarterly statement required to be filed with any state insurance regulatory authority in accordance with the National Association of Insurance Commissioners (NAIC) Accounting Manual and Annual Statement Instructions.
 
“ Sterling ” has the meaning specified in the second recital of this Agreement.
 
“ Straddle Period ” means any taxable year or period beginning before and ending after the Closing Date.
 
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“ Subsidiary ” and “ Subsidiaries ” each have the meaning specified in the fourth recital of this Agreement.
 
“ Tax ” (and, with correlative meaning, “ Taxes ”) means all federal, state, county, local, foreign and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges imposed by an Administrative Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, production, customs, sales, use, transfer, service, state guarantee fund assessment, occupation, ad valorem, property, excise (including the Insurance Excise Tax on premiums pursuant to Section 4371 et seq. of the Code), margin, single business, severance, windfall profits, premium, stamp, license, payroll, employment, social security, workers compensation, unemployment, disability, environmental (including all taxes under Section 59A of the Code), alternative minimum, add-on, value-added, capital taxes, withholding and other deficiencies, adjustments for inflation or other similar charges imposed by any Administrative Authority of any kind whatsoever (whether payable directly, by withholding or pursuant to a closing agreement with the IRS and whether or not requiring the filing of a Tax Return), and all estimated taxes, deficiency assessments, additions to tax and penalties (civil or criminal), additional amounts imposed by any Administrative Authority and interest on or in respect of a failure to comply with any requirement relating to such taxes or any Tax Return.  The foregoing shall include any transferee or secondary liability for a Tax, and any liability arising as a result of being (or ceasing to be) a member of any Affiliated Group or being included (or required to be included) in any Tax Return relating thereto.
 
“ Tax Package ” has the meaning set forth in Section 8.1(b) .
 
“ Tax Return ” means any return, report or similar statement required to be filed with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.
 
“ Termination Date ” has the meaning set forth in Section 12.1(e) .
 
“ Third Party Consent ” has the meaning specified in Section 7.3(a) .
 
“ Third Person Claim ” has the meaning specified in Section 11.5(a) .
 
“ Trade Secrets ” means confidential ideas, trade secrets, know-how, concepts, methods, processes, formulae, reports, data, customer lists, mailing lists, business plans, or other proprietary information that provides the owner with a competitive advantage.
 
“ Trademarks ” means (i) registered United States federal and state trademarks, service marks and trade names, and pending applications to register the foregoing and all goodwill associated therewith and symbolized thereby; and (ii) Internet domain names.
 
“ Transferred Employees ” has the meaning specified in Section 8.2(a) .
 
“ Welfare Plan ” means any welfare plan, as defined in Section 3(1) of ERISA.
 
Section 1.2             Interpretation .   For purposes of this Agreement:  (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;”
 
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(ii) the word “or” is not exclusive; (iii) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole, including all Annexes, Exhibits and Schedules attached to this Agreement; and (iv) any rules o f construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by the parties hereto.  Unless the context otherwise requires, references herein:  (i) to Articles, Sections, Annexes, Exhibits and Schedules mean the Articles and Sections of, and the Annexes, Exhibits and Schedules attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder, in each case through the date of this Agreement; and (iv) to the word “day” means a calendar day.  The Annexes, Exhibits and Schedules referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein.  Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement.  Unless expressly indicated to the contrary, all dollar amounts are expressed in United States funds, and all amounts payable hereunder shall be paid in United States funds.
 
ARTICLE II
PURCHASE AND SALE
 
Section 2.1             Purchase and Sale of the Shares .   Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Aon shall, in the case of Sterling, cause CICA and, in the case of Olympic, cause ASG, to sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept, in the case of Sterling, from CICA, and, in the case of Olympic, from ASG, the Shares, free and clear of all Encumbrances.
 
ARTICLE III
PURCHASE PRICE
 
Section 3.1             Purchase Price .   The purchase price for the Shares shall be equal to $352,000,000 (Three Hundred Fifty-Two Million Dollars) (the “ Base Purchase Price ”), plus (or, if a negative amount, minus the absolute value of) the Net Worth Adjustment Amount (the Base Purchase Price, as adjusted by the Net Worth Adjustment Amount, the “ Purchase Price ”).  The Purchase Price shall be paid pursuant to Article IV .  If the event set forth in Schedule 3.1 occurs prior to the Closing, the Purchase Price shall be reduced by $10 million.
 
ARTICLE IV
CLOSING
 
Section 4.1             Closing Date .   The Closing shall be consummated on a date and at a time agreed upon by Buyer and Aon, but in no event later than the fifth (5 th ) business day after the date on which all of the conditions set forth in Articles IX and X have been satisfied or waived, at the offices of Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois, or at such other time and place as shall be agreed upon by Buyer and Aon.  The time and date on which the Closing is actually held is referred to herein as the “ Closing Date .”
 
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Section 4.2             Payment on the Closing Date .  (a)  Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX , at the Closing, Buyer shall pay to Aon or its designated Affiliate as required under applicable Requirements of Law an amount equal to the Base Purchase Price, plus (or, if a negative amount, minus the absolute value of) the Estimated Net Worth Adjustment Amount (the “ Preliminary Purchase Price ”), by wire transfer of immediately available funds to the bank account or accounts specified by Aon in accordance with paragraph (b) hereof.
 
(b)            Not less than five (5) business days prior to the Closing Date, Aon shall prepare and deliver to Buyer (i) the Estimated Closing Date Net Worth Statement, the Estimated Closing Balance Sheet and Aon’s calculation of the Estimated Net Worth Adjustment Amount based thereon, (ii) the amount of the Preliminary Purchase Price and (iii) the wire transfer instructions for Aon.
 
Section 4.3             Buyer’s Additional Closing Date Deliveries .   Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX , at the Closing Buyer shall deliver to Aon, in addition to the Preliminary Purchase Price, all of the following:
 
(a)            Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Aon, as to:  (i) the Certificate of Incorporation of Buyer; (ii) the By-Laws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement;
 
(b)            The certificate contemplated by Section 10.1 , duly executed by a duly authorized officer of Buyer;
 
(c)            All consents, waivers and approvals that may be obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement or the Buyer Ancillary Agreements; and
 
(d)            Each Buyer Ancillary Agreement duly executed by Buyer or the Affiliate of Buyer party thereto.
 
Section 4.4             Aon’s Closing Date Deliveries .   Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X , at the Closing Aon shall deliver (or cause to be delivered) to Buyer all of the following:
 
(a)            Certificate of the secretary or an assistant secretary of Aon, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to:  (i) the Certificate of Incorporation of Aon; (ii) the By-Laws of Aon; (iii) the resolutions of the Board of Directors of Aon authorizing the execution and performance of this Agreement, the Seller Ancillary Agreements and the transactions contemplated hereby and thereby; and (iv) the incumbency and signatures of the officers of Aon executing this Agreement and each Seller Ancillary Agreement;
 
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(b)            Stock certificates representing all of the Shares, duly executed in blank or accompanied by duly executed instruments of transfer;
 
(c)            All consents, waivers and approvals that may be obtained by Aon with respect to the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Agreements;
 
(d)            The certificates contemplated by Sections 9.1 and 9.5 , duly executed by a duly authorized officer of Aon;
 
(e)            The written resignations of the directors of the Companies and the Subsidiaries specified in writing by Buyer, effective as of the Closing Date;
 
(f)             A good standing certificate (or its equivalent) of each of the Companies and each of the Subsidiaries issued by the applicable secretary of state or, in the case of Sterling, the insurance regulator of the State of Illinois, certified as of the Closing Date or a reasonably current date; and
 
(g)            Each Seller Ancillary Agreement duly executed by Aon or the Affiliate of Aon party thereto.
 
Section 4.5             Determination of the Net Worth Adjustment Amount .   (a)  On or before ninety (90) days following the Closing Date, Aon shall prepare and deliver to Buyer a report in a form substantially similar to the form of the Estimated Closing Date Net Worth Statement (the “ Net Worth Adjustment Report ”) setting forth Aon’s computation of Closing Date Net Worth based on Agreed Accounting Principles, consistently applied.  Buyer shall reasonably assist Aon in the preparation of the Net Worth Adjustment Report and shall provide Aon reasonable access at all reasonable times to the personnel, properties, books and records of the Companies and the Subsidiaries for such purpose.  In addition, Aon shall deliver the Final Closing Balance Sheet to Buyer on or before ninety (90) days following the Closing Date (together with a report of Ernst & Young LLP delivered in connection with its audit of the Final Closing Balance Sheet, which report Aon shall use its reasonable best efforts to cause to be unqualified).  The Final Closing Balance Sheet shall be prepared, to the extent consistent with GAAP, in accordance with Agreed Accounting Principles consistently applied, and shall be derived from, prepared using and consistent in all material respects with the Books and Records.
 
(b)            After delivery of the Net Worth Adjustment Report to Buyer, Buyer and/or a firm of independent public accountants designated by Buyer (“ Buyer’s Accountants ”) will be entitled to reasonable access during normal business hours to the relevant records and working papers of Aon and its accountants (“ Aon’s Accountants ”) to aid in their review of the Net Worth Adjustment Report.  The Net Worth Adjustment Report will be deemed to be accepted by and shall be conclusive for purposes of determining the Net Worth Adjustment Amount except to the extent, if any, that Buyer or Buyer’s Accountants shall have delivered within 30 days after the date on which the Net Worth Adjustment Report is delivered to Buyer, a written notice to Aon stating each and every item to which Buyer takes exception, specifying in reasonable detail the nature and extent of any such exception (it being understood that any portion of the Net Worth Adjustment Amount that is not disputed shall be paid promptly).  If a
 
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change proposed by Buyer is disputed by Aon, then Aon and Buyer shall negotiate in good faith to resolve such dispute.  If, after a period of 20 days following the date on which Buyer gives Aon notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Aon shall together choose within five days an independent firm of public accountants of nationally-recognized standing (the “ Accounting Firm ”) to resolve any remaining disputes within 30 days after such Accounting Firm is engaged by Buyer and Aon.  The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to the Net Worth Adjustment Amount.  The decision of the Accounting Firm shall be final and binding and shall be in accordance with the provisions of this Section 4.5 .  All of the fees and expenses of the Accounting Firm shall be borne by Buyer and Aon in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by Buyer and Aon, respectively (as finally determined by the Accounting Firm), bears to the total amount of items submitted to the Accounting Firm.
 
(c)            Within five (5) business days following the applicable Net Worth Adjustment Report Finalization Date, Aon and Buyer shall pay the following amounts as applicable.  Any Net Worth Adjustment Amount shall be paid as follows:
 
(i)             if the Estimated Closing Date Net Worth exceeds the Closing Date Net Worth, as calculated in accordance with this Section 4.5 , Aon shall pay to Buyer the difference thereof by wire transfer of immediately available funds to an account specified in writing to Aon by Buyer; and
 
(ii)            if the Closing Date Net Worth, as calculated in accordance with this Section 4.5 , exceeds the Estimated Closing Date Net Worth, Buyer shall pay to Aon the difference thereof by wire transfer of immediately available funds to an account or accounts specified in writing to Buyer by Aon.
 
Any payment required to be made pursuant to this Section 4.5(c)  shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to thirty (30) day LIBOR in effect on the Closing Date as reported in The Wall Street Journal .
 
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF AON
 
As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Aon represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:
 
Section 5.1             Organization of the Companies and the Subsidiaries .   Each of the Companies and the Subsidiaries has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation.  Each of the Companies and the Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in
 
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good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  Each of the Companies and the Subsidiaries has full corporate (or other organizational) power and authority to own or lease and operate its properties and assets and to carry on its business in the manner that it was conducted immediately prior to the date of this Agreement.  The state or jurisdiction of incorporation or organization of each of the Subsidiaries is set forth on Annex A hereto.  Except as set forth in Schedule 5.1 , Sterling is not and has not been a “commercially domiciled insurer” under the laws of any jurisdiction, and it is not and has not been treated as domiciled in a jurisdiction other than its jurisdiction of incorporation.
 
Section 5.2             Capital Structure of the Companies and the Subsidiaries .  The authorized capital stock of Sterling consists of (i) 50,000 shares of Class A common stock, par value $250 per share, of which 10,000 shares are issued and outstanding and (ii) 50,000 shares of Class B common stock, par value $250 per share, none of which are issued and outstanding.  The authorized capital stock of Olympic consists of 500,000 shares of common stock, par value $0.10 per share, of which 187,000 shares are issued and outstanding.  All of the outstanding shares of capital stock or other equity interests of each of the Companies and the Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and free of, and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal or any subscription, preemptive, or similar rights.  All of the outstanding (i) shares of capital stock of Sterling are owned directly by CICA, (ii) shares of capital stock of Olympic are owned directly by ASG, (iii) shares of capital stock or other equity interests of CICA and ASG are owned directly or indirectly by Aon and (iv) shares of capital stock of each of the Subsidiaries are owned by Olympic as reflected in Annex A , in each case free and clear of all Encumbrances.  Except for this Agreement and except as set forth in Schedule 5.2 , there are no agreements, arrangements, options, warrants, rights or commitments, contingent or otherwise, of any character relating to the issuance, sale, purchase, exchange, transfer or redemption of any shares of capital stock of, or other equity interests in, the Companies or any of the Subsidiaries and, except as set forth above, there are no outstanding or authorized shares of capital stock or other voting or equity securities of the Companies or the Subsidiaries (including any bonds, debentures, notes or other obligations which have the right to vote or which are convertible into, or exercisable or exchangeable for, securities having the right to vote with the shareholders of any of the Companies or any Subsidiary), or securities of the Companies or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Companies or the Subsidiaries, and no such shares or other equity interests are reserved for issuance.  Assuming Buyer has the requisite authority to be the lawful owner of the Shares, upon delivery to Buyer at Closing of certificates representing such Shares duly endorsed for transfer to Buyer, good and valid title to the Shares will pass to Buyer, free and clear of any Encumbrances.
 
Section 5.3             Subsidiaries and Investments .   Except for the Subsidiaries and as set forth in Schedule 5.3 , neither the Companies nor any Subsidiary, directly or indirectly, owns or has the right to acquire any outstanding voting securities or other equity interests in any corporation, partnership, joint venture or other entity, organization or association, other than investment assets owned or held in the ordinary course of business.
 
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Section 5.4             Authority of Aon; Conflicts .   (a)  Aon has full power and authority to (and to cause CICA, ASG and any of its other Affiliates, as applicable, to) execute, deliver and perform this Agreement and each of the Seller Ancillary Agreements.  The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements by Aon and, as applicable, any Affiliates of Aon, have been duly authorized and approved by all necessary corporate or other entity action (including having been authorized and approved by Aon’s board of directors) and do not require any further authorization, action or consent of Aon, its Affiliates or their stockholders.  This Agreement has been duly authorized, executed and delivered by Aon and (assuming the valid authorization, execution and delivery by Buyer) is the legal, valid and binding obligation of Aon enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Aon and any Affiliate of Aon which is a party thereto and upon execution and delivery by Aon or such Affiliate will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) a legal, valid and binding obligation of Aon or such Affiliate enforceable in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors’ rights and to general equity principles.
 
(b)            Except as set forth in Schedule 5.4 , neither the execution and delivery by Aon or any of its Affiliates of this Agreement or any of the Seller Ancillary Agreements or the consummation by Aon or such Affiliate of any of the transactions contemplated hereby or thereby nor compliance by Aon or such Affiliate with or fulfillment by Aon or such Affiliate of the terms, conditions and provisions hereof or thereof will:
 
(i)             assuming that all necessary consents, approvals, authorizations and other actions described in Section 5.4(b)(ii)  have been obtained, all filings and notifications described in Schedule 5.4 have been made and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating to Buyer (in its capacity as a purchaser of the Shares), result in a violation or breach of the terms, conditions or provisions of, or constitute, with or without notice, lapse of time or both, a default, an event of default or an event creating rights of acceleration, termination, vesting, payment, exercise, suspension, revocation or cancellation or a loss of rights or benefits under, or require the consent of any Person (other than an Administrative Authority) under or result in the creation or imposition of any Encumbrance upon Aon, any of the Shares or any of the assets or properties of Aon, the Companies or any Subsidiary, under (1) the certificate of incorporation or by-laws (or similar organizational documents) of Aon, the Companies or any Subsidiary, (2) any of the Business Agreements, (3) any note, instrument, mortgage, lease, franchise or financial obligation to which Aon, any of the Companies or any Subsidiary is a party or by which Aon, any of the Companies or any Subsidiary is bound, (4) any Court Order to which Aon, the Companies or any Subsidiary is a party or by which Aon, the Companies or any Subsidiary is bound, (5) any Requirements of Law affecting Aon, the Companies or any Subsidiary or (6) any Governmental Permit, other than, in the case of clauses (2), (3), (4), (5) and (6) above, any such violations, breaches, defaults, rights, loss of rights or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby or by the Seller Ancillary Agreements or that would result from Buyer’s failure to obtain approvals required by Administrative Authorities; or
 
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(ii)            require the approval, consent, authorization or act of, or the making by Aon or any of its Affiliates, the Companies or any Subsidiary of any declaration, filing or registration with, any Administrative Authority except (1) in connection, or in compliance, with the provisions of the HSR Act, (2) acquisition of control statement filings and preacquisition statements required under applicable state insurance holding company system laws and regulations and any other insurance regulatory approvals, consents, filings or notices required by any applicable insurance Requirements of Law, (3) such filings as may be required in connection with the Taxes described in Section 8.1 and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby.
 
Section 5.5             Financial Statements .   (a)  Schedule 5.5 contains (i) the unaudited combined balance sheet of the Companies and the Subsidiaries as of December 31, 2006 (defined herein as the Balance Sheet) and the related unaudited combined statements of income and cash flows of the Companies and the Subsidiaries for the year then ended and (ii) the unaudited combined balance sheet of the Companies and the Subsidiaries as of June 30, 2007 and the related statements of income and cash flows for the six (6) months then ended (collectively, the “ Financial Statements ”).  Except as set forth therein and except as set forth in Schedule 5.5 , the Financial Statements have been prepared in accordance, in all material respects, with GAAP (except that the Financial Statements do not contain footnotes), and such Financial Statements present fairly in accordance with GAAP, in all material respects, the financial position and results of operations of the Companies and the Subsidiaries, as of their respective dates and for the respective periods covered thereby subject, in the case of the financial statements referred to in clause (b), to normal year-end adjustments.
 
(b)            The Books and Records have been maintained, in all material respects, in accordance with sound business practices and applicable Requirements of Law.
 
Section 5.6             Operations Since Balance Sheet Date .   Except as set forth in Schedule 5.6 , since June 30, 2007, there has been no Material Adverse Effect.  Except as set forth in Schedule 5.6 , from June 30, 2007 through the date hereof, the Companies and the Subsidiaries have conducted their business in all material respects in the ordinary course of business consistent with past practice.  Without limiting the generality of the foregoing, from June 30, 2007 through the date hereof, except as set forth in Schedule 5.6 , neither the Companies nor any Subsidiary has:
 
(a)            sold, leased (as lessor), materially modified any lease (as lessee), transferred or otherwise disposed of, or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of their Leased Real Property or any of the assets held on June 30, 2007 or any assets acquired by the Companies or such Subsidiary after June 30, 2007, except for (i) assets sold or otherwise disposed of in the ordinary course of business consistent with past practice and (ii) Permitted Encumbrances;
 
(b)            cancelled any debts owed them or made any loans, advances, capital contributions to, or investments in, or received any capital contributions from, any other Person, other than (i) for immaterial amounts in the ordinary course of business consistent with past
 
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practice or (ii) ordinary course investment portfolio transactions in accordance with investment guidelines that have been adopted by the Companies or the Subsidiaries on or prior to the date hereof;
 
(c)            created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money (other than money borrowed or advances from any of its Affiliates) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13) or assumed, guaranteed or endorsed (whether directly or contingently) the obligations of any Person, or issued any debt securities other than (i) short-term borrowings in the ordinary course of business consistent with past practice and (ii) indebtedness of any of the Companies or Subsidiaries to any other Company or Subsidiary;
 
(d)            made any material change, or agreed to any change, in the compensation (including bonus payments) of its employees (excluding any arrangements that do not involve payments by the Companies or the Subsidiaries after the Closing), other than changes made in accordance with normal compensation practices or pursuant to existing contractual commitments and consistent with past compensation practices;
 
(e)            except as set forth in Schedule 5.18 , instituted any material increase in any benefit provided under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of the Companies or such Subsidiary other than in the ordinary course of business consistent with past practices (excluding any arrangements that do not involve payments by the Companies or the Subsidiaries after the Closing);
 
(f)             made, or agreed to make, any distribution or other disposition of assets (other than cash or cash equivalents) to Aon or any of its Affiliates;
 
(g)            made any material change in the compensation of their employees, other than changes made in accordance with normal compensation practices or pursuant to existing contractual commitments and consistent with past compensation practices;
 
(h)            made any material change in the accounting policies, methods, principles or practices applied in the preparation of the Financial Statements or the Statutory Statements, unless such change was required by GAAP or SAP;
 
(i)             made any change in their charters or by-laws or issued any capital stock (or securities exchangeable, convertible or exercisable for capital stock), established any new branch or created any new subsidiary;
 
(j)             acquired (A) by merger or consolidation with, or by the purchase of all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof or (B) any assets that are material, in the aggregate, to the Companies and the Subsidiaries taken as a whole;
 
(k)            disposed of, permitted to lapse, waived, released or assigned any rights, or settled any material claims, with respect to any of its material Intellectual Property; or
 
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(l)             amended any material reinsurance or coinsurance contract, whether as reinsurer or reinsured, in each case other than in the ordinary course of business consistent with past practice.
 
Section 5.7             Taxes .   (a) Except as set forth in Schedule 5.7 , (i) all Tax Returns required to be filed by or with respect to each of the Companies and Subsidiaries have been timely filed in the manner prescribed by Requirements of Law, (ii) each such Tax Return has been prepared, in all material respects, in compliance with all applicable Requirements of Law, (iii) all Taxes shown to be due and payable on such Tax Returns or otherwise due by or with respect to each of the Companies and the Subsidiaries have been paid in full within the time and in the manner prescribed by Requirements of Law, (iv) no waiver in writing of a statute of limitations in respect of Taxes of or with respect to any of the Companies or the Subsidiaries is currently in effect, (v) no issues that have been raised in writing by the relevant taxing authority in connection with the examination of the Tax Returns referred to in clause (i) are currently pending, (vi) all deficiencies asserted or assessments made as a result of any examination of the Tax Returns referred to in clause (i) by a taxing authority have been paid in full, (vii) there are no liens for Taxes upon the assets of any of the Companies or Subsidiaries except liens constituting Permitted Encumbrances,  (viii) all Taxes which each of the Companies and the Subsidiaries or Aon (with respect to the Companies and Subsidiaries) are required by Requirements of Law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or, in accordance with GAAP, have been accrued, reserved against and entered on the books of the Companies and the Subsidiaries to the extent not yet due and payable, (ix) none of the Companies nor any Subsidiary is, or has been at any time during the applicable period specified in Code Section 897(c)(1)(A)(ii), a “United States real property holding corporation” within the meaning of Code Section 897(c)(2), and (x) since December 31, 2006, none of the Companies or Subsidiaries and no Person on behalf of the Companies or Subsidiaries has: (v) made or rescinded any material election relating to Taxes other than as mandated by Requirements of Law; (w) made a request for a material Tax ruling, other than the request for a private letter ruling filed with the IRS on August 3, 2007, relating to a proposed reorganization of the Companies and the Subsidiaries, or entered into any agreement with an Administrative Authority with respect to Tax matters, in each case, which could result in an adverse effect; (x) settled or compromised any claim, litigation, controversy or other proceeding relating to Taxes, to the extent the amount of such settlement is equal to or greater than $50,000; (y) filed any amendments to any previously filed Tax Returns that could adversely affect the Taxes of the Companies and Subsidiaries, or surrendered any right to claim a Tax refund or credit for Taxes in excess of $50,000 other than by expiration of the applicable statute of limitations; or (z) filed any Tax Return in a manner that is inconsistent with past custom and practice, except as may be required by a change in Requirements of Law.
 
(b)            Except as set forth on Schedule 5.7 , (i) all Tax sharing arrangements and Tax indemnity arrangements relating to the Companies and the Subsidiaries (other than this Agreement) will terminate on or prior to the Closing Date and none of the Companies or the Subsidiaries will have any liability thereunder on or after the Closing Date, (ii) none of the Companies or Subsidiaries is subject to any liability or obligation to make any payment that will be non-deductible under Code Section 280G (or any corresponding provision of state, local or foreign Tax law), (iii) no claim has ever been made by a governmental authority in a jurisdiction
 
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where any Company or Subsidiary does not pay Tax or file Tax Returns that such Company or Subsidiary is or may be subject to Taxes assessed by such jurisdiction, (iv) the Companies and the Subsidiaries have not entered into (or participated in) (y) a “listed transaction” as defined in Treasury Regulation Section 1.6011-4(b) or any similar provision of state or local Requirements of Law for any taxable period for which the statute of limitations has not expired or (z) a “reportable transaction” as defined in Treasury Regulation Section 1.6011-4(b) or any similar provision of state or local Requirements of Law that has not been terminated or no is longer required to be reported to the IRS, (v) each of the Companies and each of the Subsidiaries is a member of an affiliated group (as such term is defined under Section 1504(a) of the Code) of which Aon is the common parent that has elected to file a consolidated United States federal income Tax return, (vi) no Company, Subsidiary, or Person on behalf of any of the Companies or Subsidiaries has made, is required to make or has agreed to make, or has received notice that proposes or threatens that it is required to make any change in method of accounting previously used by it in its most recently filed income or franchise Tax Return that has been provided to Buyer prior to the date hereof, which change in method would require a material adjustment in income pursuant to Section 481(a) of the Code (or any similar provision under the laws of any other jurisdiction) on any income or franchise Tax Returns to be filed by the Companies or Subsidiaries after the Closing, and there is no application pending with any Tax authority requesting permission by the Companies or Subsidiaries to make any material change in any accounting method, (vii) Sterling has computed its income and deductions pursuant to Sections 832 and 846 of the Code and any other applicable tax provision, (viii) since January 1, 2004, (x) neither Olympic nor any of the Subsidiaries has been or is subject to the provisions of Subtitle A, Chapter 1, Subchapter L of the Code, and (y) Sterling has (1) been taxed pursuant to Sections 831 through 848 of the Code and (2) properly determined its income in a manner consistent with all applicable statutory and regulatory authority, including Treasury Regulation Section 1.832-4, (ix) the Insurance Contracts or annuities sold, offered, maintained, insured, marketed, or assumed by the Companies or Subsidiaries that are subject to or are otherwise intended to qualify under Sections 72, 130, 401, 403, 408, 457, 817, 817A, 7702, or 7702A of the Code satisfy such provisions, (x) with respect to reinsurance contracts to which either Company or any of the Subsidiaries is a party, no facts, circumstances, or basis exists under which the IRS could make any reallocation, recharacterization or other adjustment under Section 845(a) of the Code, or make any adjustment arising from a determination that any reinsurance contract had or has a significant tax avoidance effect under Section 845(b) of the Code, and (xi) none of the Companies, Subsidiaries, or any predecessors of the Companies or Subsidiaries by merger or consolidation has since January 1, 2005, been a party to a transaction intended to qualify under Section 355 of the Code.
 
Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.7 shall cause Aon to be liable for any Taxes for which Aon is not expressly liable pursuant to Section 8.1 .
 
Section 5.8             Governmental Permits .   Except as set forth in Schedule 5.8 , the Companies and the Subsidiaries own, hold or possess all licenses (including insurance licenses), franchises, permits, privileges, immunities, certificates, variances, orders, consents, approvals and other authorizations from an Administrative Authority that are necessary to entitle them to own or lease, operate and use their properties or assets and to carry on and conduct their business as conducted on the date of this Agreement (herein collectively called “ Governmental
 
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Permits ”), except for such Governmental Permits as to which the failure to so own, hold or possess would not reasonably be expected to have a Material Adverse Effect.  Except as set forth in Schedule 5.8 , the Companies and the Subsidiaries have complied with all terms and conditions of the Governmental Permits, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.  Schedule 5.8 lists all jurisdictions in which Sterling is licensed to write insurance business, and Aon has made available to Buyer true and complete copies of each such license.  Except as set forth in Schedule 5.8 , neither any Company nor any Subsidiary has received any written notice of any violation of any Governmental Permit.  No suspension, cancellation or non-renewal of any Governmental Permit is pending or, to the Knowledge of Aon, threatened.  The Companies and the Subsidiaries are not in violation or breach of, or default under, any Governmental Permit, except where such violation, breach or default would not reasonably be expected to result in a material change in the conduct of business of the entity subject to such Governmental Permit as currently conducted.
 
Section 5.9             Real Property .   Neither the Companies nor any of the Subsidiaries owns any real property.  Schedule 5.9 contains a list of each lease or similar agreement under which the Companies or any of the Subsidiaries is lessee of, or holds or operates, any real property, in whole or in part, owned by any third Person in excess of 4,000 square feet (the “ Leased Real Property ”).
 
Section 5.10          Personal Property Leases .   Schedule 5.10 contains, as of the date of this Agreement, a list of each lease or other agreement or right under which the Companies or any of the Subsidiaries is lessee of, or holds or operates, any machinery, equipment, vehicle or other tangible personal property owned by a third Person, except those which are terminable by the Companies or such Subsidiary without penalty on 90 days’ or less notice or which provide for annual rental payments of less than $250,000.
 
Section 5.11          Intellectual Property .   (a)  Schedule 5.11(a)  contains a list of all Copyrights (other than Software), Patent Rights, Trademarks and material unregistered trademarks, service marks and trade names owned by or licensed to the Companies or the Subsidiaries which are material to the conduct of their business, as currently conducted.
 
(b)            Schedule 5.11(b)  contains a list of all:  (i) Software owned by the Companies or the Subsidiaries; and (ii) Software other than Mass Software licensed by the Companies or the Subsidiaries, in each case which is material to the conduct of their business, as currently conducted.
 
(c)            Except as set forth in Schedule 5.11(c) , to the Knowledge of Aon:  (i) the Companies and the Subsidiaries either:  (A) own the entire right, title and interest in and to the Intellectual Property which is material to the conduct of their business as currently conducted, including the Intellectual Property listed in Schedules 5.11(a)  and 5.11(b) , free and clear of all Encumbrances; or (B) have a contractual right or license in full force and effect to use the Intellectual Property which is material to the conduct of their business as currently conducted; and (ii) all material Intellectual Property licensed by the Companies or any of the Subsidiaries is being used in all material respects in accordance with the applicable license pursuant to which the Companies or such Subsidiary acquired the right to use such Intellectual Property.
 
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(d)            Except as set forth in Schedule 5.11(d) , to the Knowledge of Aon:  (i) all registrations for Copyrights, Patent Rights and Trademarks identified in Schedule 5.11(a)  are valid and in force, and all applications to register any unregistered Copyrights, Patent Rights and Trademarks so identified are pending and in good standing, all without challenge of any kind; (ii) the Copyrights, Patent Rights and Trademarks (other than with respect to pending applications) owned by the Companies and the Subsidiaries are valid and in force; and (iii) the Companies and the Subsidiaries have the right to bring actions for infringement or unauthorized use of the Copyrights, Patent Rights, Trademarks and Software owned by the Companies and the Subsidiaries.
 
(e)            Except as set forth in Schedule 5.11(e) , to the Knowledge of Aon: (i) no infringement, misappropriation or dilution by the Companies or any of the Subsidiaries of any Intellectual Property  of any other Person has occurred or resulted in any way from the conduct of their business between January 1, 2005 and the date hereof; and (ii) no other Person is infringing, misappropriating or diluting any material Intellectual Property owned by the Companies or any of the Subsidiaries.  Except as set forth on Schedule 5.11(e), no written notice of a claim of any infringement of any Intellectual Property of any other Person has been received by the Companies or the Subsidiaries in respect of the conduct of their business between January 1, 2004 and the date hereof.
 
(f)             Except as set forth in Schedule 5.11(f) , as of the date hereof, no proceedings are pending against the Companies or the Subsidiaries or, to the Knowledge of Aon, threatened against the Companies or the Subsidiaries, which (i) challenge the validity or ownership of any material Intellectual Property owned by the Companies or any of the Subsidiaries and used in the conduct of their business as currently conducted; or (ii) challenge the use by the Companies or any of the Subsidiaries of any material Intellectual Property licensed by the Companies or any of the Subsidiaries in the conduct of their business as currently conducted.
 
(g)            Except as set forth in Schedule 5.11(g) , to the extent commercially reasonable to do so or otherwise required by applicable Requirements of Law, the Companies and the Subsidiaries have established and are in compliance in all material respects with:  (i) commercially reasonable security programs designed to protect (A) the security and confidentiality of transactions executed through their computer systems, and (B) the security and confidentiality of all confidential or proprietary data in their possession; and (ii) commercially reasonable security policies and privacy policies.  Except as set forth in Schedule 5.11(g) , to the Knowledge of Aon, neither the Companies nor any of the Subsidiaries have:  (x) suffered a material security breach with respect to their data or systems since January 1, 2005; or (y) been required to notify consumers or employees of any information security breach related to the information of such consumers or employees.
 
Section 5.12          Title to Tangible Property .   Except for assets disposed of in the ordinary course of business, the Companies and the Subsidiaries have good and marketable title to each item of equipment and other tangible personal property reflected on the Balance Sheet as owned by the Companies and the Subsidiaries, free and clear of all Encumbrances, except for Permitted Encumbrances.
 
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Section 5.13          No Violation, Litigation or Regulatory Action .   Except as set forth in Schedule 5.13 :
 
(a)            the Companies and the Subsidiaries have complied with all applicable Requirements of Law and Court Orders, other than those instances of noncompliance which would not reasonably be expected to have a Material Adverse Effect;
 
(b)            there is no action, suit, proceeding or investigation pending or, to the Knowledge of Aon, threatened against the Companies or any of the Subsidiaries (i) regarding whether any of the Companies or any Subsidiary has violated any applicable Requirements of Law or Court Orders, (ii) for which the liability alleged by the plaintiff exceeds $250,000 or seeks extra-contractual damages, (iii) for which class action status is sought by the plaintiff against any of the Companies or the Subsidiaries or (iv) that would reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;
 
(c)            there is no action, suit, proceeding or investigation pending or, to the Knowledge of Aon, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements; and
 
(d)            there is no consent decree, settlement agreement or stipulation with an Administrative Authority in effect relating to the Companies’ or the Subsidiaries’ business.
 
None of the representations and warranties contained in Sections 5.13(a)  or 5.13(b)  shall be deemed to relate to Tax matters (which are governed by Section 5.7 ), ERISA and employee benefits matters (which are governed by Section 5.16 ) or Environmental Matters (which are governed by Section 5.17 ).
 
Section 5.14          Contracts .   Except as set forth in Schedule 5.14 or any other Schedule hereto, as of the date of this Agreement, neither the Companies nor any of the Subsidiaries is a party to or bound by:
 
(a)            any contract for the purchase by the Companies or such Subsidiary of supplies or equipment which the Companies or such Subsidiary reasonably anticipates will involve the annual payment of more than $250,000 after the date hereof;
 
(b)            any contract (other than insurance or reinsurance contracts or agreements) that involves the annual payment by the Companies or such Subsidiary of more than $250,000 or receipt of annual revenues by the Companies or such Subsidiary of more than $250,000;
 
(c)            any loan agreements, promissory notes, indentures, bonds, security agreements, guarantees or obligations for borrowed money or other instruments involving indebtedness in excess of $250,000 (excluding intercompany indebtedness and non-trade accounts);
 
(d)            any partnership, joint venture or other similar agreement or arrangement with any entity other than the Companies or one of the Subsidiaries;
 
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(e)           any agreement containing any covenant or provision prohibiting or limiting the ability of any of the Companies or any Subsidiary from conducting, in any material respect, its business as currently conducted, including (i) selling any product or service, (ii) engaging in any line or type of business and (iii) competing with or obtaining products or services from any Person or limiting the ability of or prohibiting any Person from competing with or providing products or services to any of the Companies or the Subsidiaries, in each case excluding agreements that would not bind the Companies or the Subsidiaries following the Closing;
 
(f)            any agreement providing for indemnification of any officer or director of any the Companies or the Subsidiaries (other than certificates of incorporation, bylaws or other similar organizational documents);
 
(g)           any agreement for the acquisition or sale, directly or indirectly (by merger or otherwise) of assets (whether tangible or intangible) other than in the ordinary course of business consistent with past practice, or the securities of another Person and any agreement providing for an obligation to provide funds to, or make an investment in, any Person;
 
(h)           any written agreement with Aon or any of its Affiliates; or
 
(i)            any agreement that is an outstanding power of attorney or provides for an obligation of any Company or Subsidiary (whether absolute, accrued, contingent or otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of any Person that would reasonably be expected to result in payments in excess of $250,000.
 
Section 5.15         Status of Contracts .   Except as set forth in Schedule 5.15 , each of the leases, contracts, licenses and other agreements listed in Schedules 5.9 , 5.10 , 5.14 and 5.18 (collectively, the “ Business Agreements ”) is in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect.  The Companies and the Subsidiaries have in all material respects performed and complied with all obligations required to be performed or complied with by such Company or Subsidiary under such agreement, and, to the Knowledge of Aon, each other party thereto has in all material respects performed and complied with its obligations thereunder.  Neither of the Companies nor any of the Subsidiaries is in, or, to the Knowledge of Aon, alleged to be in, breach or default under any of the Business Agreements and, to the Knowledge of Aon, no event has occurred that, with or without the giving of notice, lapse of time or both, would constitute a material default thereunder by the Companies, the Subsidiaries or any other party thereto, or would permit a material modification, acceleration or termination thereof other than those breaches or defaults which would not reasonably be expected to have a Material Adverse Effect.    Aon has made available to Buyer a true and correct copy of each Business Agreement.  Except as set forth in Schedule 5.15 , any contract between any Company or Subsidiary and any of their Affiliates that is required to be filed with any insurance regulator or other Administrative Authority has been so filed.  All such contracts are in full force and effect in accordance with their terms and each party to such contract is in material compliance with its obligations thereunder.
 
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Section 5.16         ERISA .   (a)  Welfare Plans and Pension Plans .  Each Welfare Plan and Pension Plan in which employees of the Companies or a Subsidiary participate is listed in Schedule 5.16(a)  (each, a “ Company Plan ”), and Aon has made available to Buyer either a true and correct copy of each such plan or a summary plan description used in connection with such plan.  To the Knowledge of Aon, with respect to each Welfare Plan and Pension Plan in which employees of the Companies or a Subsidiary participate, (i) such plan has been maintained and operated in compliance with the applicable requirements of the Code, ERISA, the regulations issued thereunder and any other Requirements of Law and (ii) no litigation or asserted claims against the Companies exist with respect to any such plan (other than claims for benefits in the normal course of business) which, in the case of clause (i) or (ii), would reasonably be expected to have a Material Adverse Effect.  The Companies and the Subsidiaries do not have, and have never had, any obligation to contribute to any Multiemployer Plan or union-sponsored welfare fund with respect to its employees.  None of the Companies, the Subsidiaries or any of their ERISA Affiliates has incurred or would reasonably be expected to incur any liability under or pursuant to Title IV of ERISA that would reasonably be expected to have a Material Adverse Effect.
 
(b)           Other Material Employee Benefits and Agreements .  Any material employee benefits or employment and compensation agreements or arrangements for employees and directors (other than those provided through the Welfare Plans and Pension Plans listed in Schedule 5.16(a) ) which are in effect on the Closing Date and as to which the Companies or a Subsidiary has or may have in the future any liability (other than regular wages or salary), such as any bonus, incentive or annual profit sharing programs, any fringe benefits described in Section 132 of the Code, any educational assistance plans under Section 127 of the Code and any dependent care assistance plans under Section 129 of the Code, are listed in Schedule 5.16(b) , and any written description of any such employee benefit has been made available to Buyer by Aon.  Schedule 5.16(b)  identifies each such material employee benefit and employment and compensation agreement or arrangement that is sponsored or maintained by the Companies or a Subsidiary for their respective employees or directors.
 
(c)           Each Company Plan which is intended to be qualified under Section 401(a) of the Code, and the trust (if any) forming a part thereof, is so qualified and has received a current favorable determination letter from the IRS and no event has occurred and no condition exists which would reasonably be expected to adversely affect such favorable determination.
 
(d)           There have been no non-exempt “prohibited transactions,” as described in Section 4975 of the Code or Title I, Subtitle B of ERISA, involving any Company Plan and there are no facts or circumstances which could give rise to any tax imposed by Section 4975 of the Code with respect to which the Companies or a Subsidiary would reasonably be expected to incur a liability, which liability would reasonably be expected to have a Material Adverse Effect.
 
(e)           All Company Plans that are subject to Section 409A of the Code have been operated in good faith compliance with Section 409A of the Code in all material respects.
 
(f)            The disallowance of a deduction under Section 162(m) of the Code will not apply to any amount paid or payable by the Companies or the Subsidiaries under any Company Plan currently in effect to the extent such disallowance is the result of the subject
 
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employee being a “covered employee” as such term is defined in Section 162(m) of the Code while either of the Companies was a subsidiary of Aon.
 
Section 5.17         Environmental Matters .   Except as set forth in Schedule 5.17 ,
 
(a)           to the Knowledge of Aon, the Companies and the Subsidiaries are in compliance in all material respects with applicable Environmental Laws;
 
(b)           neither the Companies nor any of the Subsidiaries is subject to any judicial or administrative proceeding, order, judgment, decree or settlement alleging or addressing a violation of or liability under any Environmental Law, which proceeding, order, judgment, decree or settlement would reasonably be expected to have a Material Adverse Effect;
 
(c)           to the Knowledge of Aon, since January 1, 2002, neither the Companies nor any of the Subsidiaries has received any written notice or claim to the effect that it is or may be liable to any Person (including any Administrative Authority) as a result of the Release of a Hazardous Material or a violation of any applicable Environmental Law and, to the Knowledge of Aon, there are no such claims threatened against the Companies or any of the Subsidiaries, in either case, which notice or claim would reasonably be expected to have a Material Adverse Effect;
 
(d)           (i) neither the Companies nor any of the Subsidiaries has disposed of or Released any Hazardous Materials on Leased Real Property; (ii) to the Knowledge of Aon, no third Person has Released any Hazardous Materials on Leased Real Property, and (iii) to the Knowledge of Aon, there are no environmental conditions at any Leased Real Property which, in the case of clauses (i) – (iii) above, would reasonably be expected to give rise to a material liability on the part of the Companies or any of the Subsidiaries under Environmental Laws, or would reasonably be expected to have a Material Adverse Effect;
 
(e)           there are no environmental audits, assessments or investigation reports with respect to the Leased Real Property in the possession or custody of the Companies or any of the Subsidiaries that have not been made available to Buyer; and
 
(f)            to the Knowledge of Aon, none of the Companies nor any of the Subsidiaries has contractually retained or assumed any Liability under Environmental Laws.
 
The representations and warranties set forth in this Section 5.17 are Aon’s sole and exclusive representations regarding Environmental Matters.
 
Section 5.18         Employee Relations and Agreements .   (a)  Schedule 5.18 contains a true and complete listing of each employee of the Companies and the Subsidiaries whose base compensation exceeded $100,000 during the twelve months ended December 31, 2006, along with their base salary and bonus during such period.  Since June 30, 2007, except as disclosed in Schedule 5.18 or as has occurred in the ordinary course of business and consistent with past practice (including as to timing and amount), neither the Companies nor any Subsidiary has:  (i) materially increased the cash compensation payable or to become payable to or for the benefit of any of its employees; (ii) provided any of its employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any of its
 
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employees upon the termination of such persons’ employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of its employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement.
 
(b)           Neither any of the Companies nor any of the Subsidiaries is a party to or is bound by any collective bargaining agreement or any labor union contract, nor are there any activities or proceedings, including a demand for recognition or certification, whether before the National Labor Relations Board or any other labor relations tribunal or authority, of any labor union or group of employees to organize any employees of the Companies or any of the Subsidiaries or compel any Company or Subsidiary to bargain with any labor union or labor organization.
 
(c)           No union or similar organization represents employees of the Companies or the Subsidiaries and, to the Knowledge of Aon, no such organization is attempting to organize such employees.
 
(d)           Except as set forth in Schedule 5.18 , no director, officer or employee of the Companies or any of the Subsidiaries is a party to any employment or other agreement with the Companies or the Subsidiaries that entitles him or her to compensation or other consideration upon the acquisition by any Person of Control of the Companies or the Subsidiaries.
 
Section 5.19         No Undisclosed Liabilities .   Neither any of the Companies nor any Subsidiary was subject to any liability or has any obligations, whether absolute, contingent, unasserted, accrued or otherwise and whether due or to become due, other than liabilities or obligations (i) to the extent reflected on, or reserved against in, the Balance Sheet or the Statutory Statements (including notes thereto), (ii) to the extent set forth in Schedule 5.19 , (iii) that are not in excess of $1,000,000 in the aggregate, (iv) arising under any lease, license, contract or other agreement (including policy or contract claims or other insurance policy liabilities) to which either of the Companies or any Subsidiary is a party or otherwise bound, (v) incurred since June 30, 2007 in the ordinary course of business consistent with past practice (including policy or contract claims or other insurance policy liabilities) or (vi) which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.  Notwithstanding the foregoing, Aon makes no representation or warranty in this Section 5.19 with respect to subject matter for which a specific representation or warranty has been made under any of the other representations and warranties of Aon contained in this Agreement.
 
Section 5.20         Sufficiency of Assets .   Except as set forth in Schedule 5.20 , the assets and properties of the Companies and the Subsidiaries constitute all of the assets and properties necessary to operate the business of the Companies and the Subsidiaries as heretofore conducted by the Companies and the Subsidiaries, other than (i) assets that, individually and in the aggregate, are not material to such business and (ii) assets and properties being provided pursuant to the Aon Transition Services Agreement.  Nothing in this Section 5.20 constitutes a representation or warranty with respect to title or the condition of any assets or properties (whether real or personal, tangible or intangible, owned, leased or held under license), any and
 
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all representations or warranties with respect to which are set forth in other sections of this Article V .
 
Section 5.21         Insurance .   Aon currently maintains policies covering the Companies and the Subsidiaries in respect of fire and extended coverage and casualty, liability and other forms of insurance in such amounts and against such risks and losses, and including such levels of self-insured retention, as are in their judgment prudent and shall use reasonable efforts to keep such insurance or comparable insurance in full force and effect through the Closing Date.
 
Section 5.22         Regulatory Filings .   (a) Aon has heretofore made available for inspection by Buyer (i) the Statutory Statements filed by Sterling since December 31, 2005 and (ii) complete copies of all filings of Sterling made since January 1, 2006 with an insurance regulatory Administrative Authority pursuant to any applicable holding company systems act.  The Statutory Statements present fairly in accordance with SAP, in all material respects, the financial condition and results of operations of Sterling as of their respective dates and for the respective periods covered thereby.  Except as set forth in Schedule 5.22 , there are no permitted practices granted by an Administrative Authority utilized in the preparation of the Statutory Statements.
 
(b)           Sterling has filed or submitted on a timely basis all Statutory Statements and audited financial information required to be filed with or submitted to applicable Administrative Authorities in its respective state of domicile and of any state where it is licensed or from which it has received a Governmental Permit, and no material deficiency has been asserted in writing with respect to such Statutory Statements or financial information by the applicable Administrative Authorities which has not been cured, waived or otherwise resolved to the material satisfaction of such Administrative Authority.
 
(c)           Sterling has (i) timely paid all guaranty association assessments that are due, or claimed or asserted by any state guaranty association or by any insurance regulatory authority to be due and (ii) provided for all such assessments in the Statutory Statements to the extent necessary to be in conformity with SAP.
 
Section 5.23         Reinsurance Agreements .   Schedule 5.23 sets forth a complete and accurate list of all reinsurance agreements to which Sterling is a party, copies of which have been made available to Buyer.  Except as set forth in Schedule 5.23 , neither Sterling nor the reinsurer or ceding company, as the case may be, under any reinsurance contract to which Sterling is a party and currently in force has given notice of termination (provisional or otherwise) in respect of such contract.  Neither Sterling nor, to the Knowledge of Aon, any such reinsurer or ceding company is in material default under any such reinsurance agreement.  Except as set forth in Schedule 5.23 , Sterling is entitled to take full credit on its statutory financial statements filed with state insurance regulatory authorities with respect to any such reinsurance contract.
 
Section 5.24         Insurance Matters .   (a)  Producers .  Except as set forth in Schedule 5.24 , to the Knowledge of Aon, each employee of Sterling and each other Person performing the duties of insurance producer, agency, agent, managing general agent, broker or solicitor for Sterling (collectively, “ Producers ”), was duly licensed as an insurance producer, managing
 
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general agent, broker or solicitor, as applicable (for the type of business written, sold, or produced by such Producer at the time such Producer wrote, sold, or produced business or performed such other act for or on behalf of Sterling that may require a producer’s, solicitor’s, broker’s or other insurance license), as may be required by any Requirements of Law, in each case, with such exceptions as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.  Sterling has implemented procedures and programs that are reasonably designed to ensure that its Producers are in compliance with all Requirements of Law relating to advertising, licensing and sales practices.
 
(b)           Rates and Forms .  Except as set forth in Schedule 5.24 , all insurance policy forms issued by Sterling (“ Insurance Contracts ”) are, to the extent required by Requirements of Law, on forms approved by all applicable Administrative Authorities or filed with and not objected to by such Administrative Authorities within the period provided by Requirements of Law for objection, subject to such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Except as indicated in Schedule 5.24 , all such forms comply in all material respects with Requirements of Law.  Except as set forth in Schedule 5.24 , any Insurance Contract that is required to be filed with or approved by any Administrative Authority has been so filed or approved, subject to such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Except as set forth in Schedule 5.24 , there are no in-force Insurance Contracts of Sterling under which the holders or owners of such Insurance Contracts have any rights with respect to dividends, surplus, profit participation or voting.
 
(c)           Sales and Marketing .  Except as set forth in Schedule 5.24 or except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Sterling and, to the Knowledge of Aon, each of Sterling’s Producers, as applicable, has marketed, sold and issued the Insurance Contracts in compliance with all Requirements of Law relating to (i) suitability of sales and replacement of policies, (ii) the disclosure of the nature of insurance products as policies of insurance, (iii) the use of unfair methods of competition and deceptive acts or practices relating to the advertising, sales and marketing of insurance, annuities or guaranteed investment contracts, (iv) disclosure, filing and other requirements with respect to any variation in premiums or other charges resulting from the time at which such premiums or charges are paid and (v) the underwriting, rating, non-renewal, cancellation or replacement of insurance policies.  To the Knowledge of Aon, except as set forth in Schedule 5.24 , (i) Sterling and its respective Producers are not subject to any market conduct claim or complaint by an Administrative Authority and (ii) Sterling has not received written notice from an Administrative Authority of any action by Sterling or its respective Producers that would reasonably be expected to give rise to a market conduct claim by an Administrative Authority.
 
(d)           Actuarial Reports .  Prior to the date hereof, Aon has made available to Buyer a true and complete copy of all material actuarial reports prepared by independent actuaries from and after January 1, 2006, with respect to Sterling and all material attachments, addenda, supplements and modifications thereto.
 
(e)           Reserves .  Except as set forth in Schedule 5.24 , the policy reserves and other actuarial amounts of Sterling as reported in the Statutory Statements for Sterling for the
 
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2006 and 2007 fiscal years were determined in all material respects in accordance with generally accepted actuarial standards, consistently applied, and such reserve amounts met, in all material respects, the applicable Requirements of Law for Sterling’s jurisdiction of domicile.
 
(f)            Finite Insurance .  All of the Reinsurance Agreements, as of the date of their inception or, if applicable, the date of their most recent amendment, satisfied the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under FAS 113 and SSAP 62, as applicable to the Company that is a party to such Reinsurance Agreement.
 
Section 5.25         Medicare Advantage .  Except as set forth in Schedule 5.25 ,
 
(a)           the contracts between Sterling and CMS numbered H5006, H5606, H5839, H5962 and S4802 are (i) in full force and effect and (ii) comply with the requirements of 42 U.S.C. §§ 1395w-1 et seq. and 42 CFR 422.500 et seq.;
 
(b)           the corrective action plan requests and recommendations by CMS in its Auditing Report dated August 14, 2006 have been completed and satisfied by Sterling, and Sterling has received no notice from CMS of additional or continuing deficiencies under such report in the operations of its Medicare Advantage Private Fee for Service Plans; and
 
(c)           since August 1, 2007, Sterling has received no written notice from CMS of deficiencies in the operations of its Medicare Advantage Prescription Drug Plans.
 
Section 5.26         No Brokers .   Except for the services of Aon Capital Markets, LLC, Merrill Lynch & Co., Inc. and Credit Suisse Securities (USA) LLC, none of the Companies, any Subsidiary or any Person acting on their behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement.  Aon is solely responsible for any payment, fee or commission that may be due to Aon Capital Markets, LLC, Merrill Lynch & Co., Inc. and Credit Suisse Securities (USA) LLC in connection with the transactions contemplated hereby.
 
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER
 
As an inducement to Aon to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby represents and warrants to Aon as of the date hereof and as of the Closing Date as follows:
 
Section 6.1            Organization of Buyer .   Buyer is a corporation which has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware.  Buyer has full corporate (or other organizational) power and authority to own or lease and operate its properties and assets and to carry on its business in the manner that it is conducted as of the date of this Agreement.
 
Section 6.2            Authority of Buyer; Conflicts .   (a)  Buyer has full power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements.  The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly and validly authorized and approved by all necessary corporate action
 
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(including having been authorized and approved by Buyer’s board of directors) and do not require any further authorization, action or consent of Buyer or its stockholders.  This Agreement has been duly authorized, executed and delivered by Buyer and (assuming the valid authorization, execution and delivery by Aon) is the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting enforcement of creditors’ rights and to general equity principles.
 
(b)           Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby nor compliance by Buyer with or fulfillment by Buyer of the terms, conditions and provisions hereof or thereof will:
 
(i)            assuming that all necessary consents, approvals, authorizations and other actions described in Section 6.2(b)(ii)  have been obtained, all filings and notifications described in Section 6.2(b)(ii)  have been made and any applicable waiting period has expired or been terminated, result in a violation or breach of the terms, conditions or provisions of, or constitute, with or without notice, lapse of time or both, a default, an event of default or an event creating rights of acceleration, termination, vesting, payment, exercise, suspension, revocation or cancellation or a loss of rights or benefits under, or require the consent of any Person under or result in the creation or imposition of any Encumbrance upon Buyer or any of the assets or properties of Buyer, under (1) the certificate of incorporation or by-laws (or similar organizational documents) of Buyer, (2) any note, instrument, mortgage, lease, lien, contract, agreement, license, permit, franchise or financial obligation to which Buyer is a party or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which it is bound, (4) any Requirements of Law affecting Buyer, or (5) all licenses (including insurance licenses), franchises, permits, privileges, immunities, certificates, variances, orders, consents, approvals and other authorizations from an Administrative Authority that are necessary to entitle Buyer to own or lease, operate and use its properties or assets and to carry on and conduct its business as conducted on the date of this Agreement, other than, in the case of clauses (2), (3), (4) and (5) above, any such violations, breaches, defaults, rights or loss of rights or Encumbrances that would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, or
 
(ii)           require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Administrative Authority, except for (1) in connection, or in compliance, with the provisions of the HSR Act, (2) acquisition of control statement filings and preacquisition statements required under applicable state insurance holding company system laws and regulations and any other insurance regulatory approvals, consents, filings or notices required by any applicable insurance Requirements of Law, (3) such filings as may be required in connection with the Taxes described in Section 8.1(a)  and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not materially impair the ability of Buyer to perform its
 
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obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.
 
Section 6.3            No Violation, Litigation or Regulatory Action .
 
(a)           Buyer has complied in all material respects with all applicable Requirements of Law and Court Orders, other than those instances of noncompliance which would not reasonably be expected to materially impair the ability of Buyer to perform its obligations hereunder;
 
(b)           there is no action, suit, proceeding or investigation pending or, to the knowledge of Buyer, threatened against Buyer regarding whether Buyer has violated any applicable Requirements of Law or Court Orders which are reasonably expected to materially impair the ability of Buyer to perform its obligations hereunder; and
 
(c)           there is no action, suit, proceeding or investigation pending or, to the knowledge of Buyer, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Buyer Ancillary Agreements.
 
Section 6.4            Investment Intent .  Buyer is acquiring the Shares as an investment for its own account and not with a view to the distribution thereof.
 
Section 6.5            Financial Ability .   Buyer has the financial ability to consummate the transactions contemplated by this Agreement.
 
Section 6.6            No Brokers .     Neither Buyer nor any Person acting on its behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement.
 
ARTICLE VII
ACTION PRIOR TO THE CLOSING DATE
 
The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:
 
Section 7.1            Access to Information .   Aon shall and shall cause the Companies and the Subsidiaries to afford to the officers, employees and authorized representatives of Buyer (including independent public accountants and attorneys) reasonable access and shall permit Buyer to make such reasonable inspections and reviews, in each case during normal business hours, upon reasonable advance notice, to the offices, properties, employees, agents and business and financial records (including books, contracts, records, computer files, retrieval programs and similar documentation) of the Companies and the Subsidiaries and shall furnish or cause to be furnished to Buyer or its authorized representatives such additional information concerning the Companies and the Subsidiaries as shall be reasonably requested; provided , however , that:  (i) Aon, the Companies and the Subsidiaries shall not be required to violate any Requirements of Law (including the HSR Act), Court Order or obligation of confidentiality to which Aon, the Companies or any Subsidiary is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1 and (ii) Buyer
 
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shall not, without the prior written consent of Aon, which consent shall not be unreasonably withheld or delayed, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Companies and the Subsidiaries with respect to or in connection with the transactions contemplated by this Agreement.  Buyer agrees that:  (A) such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Aon, the Companies and the Subsidiaries; (B) all requests by Buyer for access or availability pursuant to this Section 7.1 shall be submitted or directed exclusively to an individual to be designated by Aon; and (C) Aon, the Companies and the Subsidiaries shall not be required to provide any books and records or reports based thereon that they do not maintain or prepare in the ordinary course of their business.  Notwithstanding the foregoing, the obligations of Aon pursuant to this Section 7.1 shall be subject to the right of Aon to determine, in its reasonable discretion, the appropriate timing of the disclosure of information it deems privileged information.  Except as set forth in Articles IX and X , no investigation made pursuant to this Section 7.1 , and no matter disclosed pursuant to Section 7.2 , shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereunder to consummate the transactions contemplated hereby.  The parties shall act at all times in accordance with the terms and provisions of the Confidentiality Agreement.
 
Section 7.2            Notification .   Each of Buyer and Aon shall promptly notify the other of any (i) action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement, the Buyer Ancillary Agreements or the Seller Ancillary Agreements or (ii) event or matter that becomes known to such party and would cause any closing condition contained in this Agreement not to be satisfied.  Each party hereto shall promptly notify the other of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against the Companies, any Subsidiary, Aon or Buyer, as the case may be, that would have been listed in Schedule 5.13 or Schedule 6.3 , as the case may be, if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.  If such party fails to notify the other party under this Section 7.2 , (i) such non-breaching party shall only be entitled to seek indemnification for breach of this Section 7.2 if and to the extent such non-breaching party is otherwise entitled to indemnification pursuant to Section 11.1(a)(i)  or 11.2(a)(i) , as the case may be, for breach of a representation and warranty, and the limits (if any) set forth in Section 11.1(a)  or 11.2(a) , as the case may be, shall apply to any such indemnification and (ii) a failure to comply with this Section 7.2 shall not cause the failure of any condition set forth in Article IX or X to be satisfied unless the underlying change, event or development would independently result in the failure of a condition set forth in Article IX or X to be satisfied.
 
Section 7.3            Consents of Third Parties; Governmental Approvals .   (a)  Aon and Buyer shall each use its respective reasonable best efforts to secure, before the Closing Date, (i) the assignment or, if any such assignment can not be obtained, the sublease to Sterling, Olympic or Buyer, as applicable, of the leases set forth on Schedule 7.3(a)  and (ii) the consent, approval, waiver or sublicense, in form and substance reasonably satisfactory to the other party (each, a “ Third Party Consent ”), required to be obtained from any third party (other than an Administrative Authority) to consummate the transactions contemplated by this Agreement.  The costs of obtaining such Third Party Consents or commercially reasonable substitutes satisfactory to both parties shall be shared equally by Aon and Buyer.
 
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(b)           During the period prior to the Closing Date, Buyer and Aon shall each use its respective reasonable best efforts and will cooperate with the other party, in attempting to secure any consents and approvals of any Administrative Authority required to be obtained, and to do or cause to be done all things necessary, proper or advisable under Requirements of Law, in order to permit the consummation of the transactions contemplated by this Agreement in the most expeditious manner practicable, including approvals and consents from state departments of insurance having or asserting jurisdiction over the Companies, or to otherwise satisfy the conditions set forth in Sections 9.3 and 10.3 .  In connection therewith, Buyer shall use its reasonable best efforts to make all such filings as promptly as practicable after the date hereof.  Prior to filing any materials or documents with any Administrative Authority, each party shall afford the other party a reasonable opportunity to review and comment on such materials or documents.
 
(c)           Buyer and Aon shall use their reasonable best efforts to file as promptly as practicable after the date hereof with the Federal Trade Commission and the Antitrust Division of the Department of Justice the notifications and other information required to be filed under the HSR Act.  Each party warrants that all such filings by it will be, as of the date filed, true and accurate in all material respects and in material compliance with the requirements of the HSR Act.  Each of Buyer and Aon agrees to file any additional information requested by such Administrative Authorities agencies under the HSR Act, to make available to the other such information as each of them may reasonably request relative to its business, assets and properties as may be required of each of them to file such additional information and to take all other actions necessary to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable after the date hereof.
 
(d)           Each of Buyer and Aon shall (i) permit the other party and such party’s outside counsel to review in advance any proposed communication by such party to any Administrative Authority relating to the subject matter of this Agreement, (ii) promptly notify the other party of any material communication it or any of its Affiliates receives from any Administrative Authority relating to such matters and (iii) provide to the other copies of all material correspondence, filings or communications between it (or its advisors) and any such Administrative Authority relating to this Agreement or any of the matters described in this Section 7.3(d) ; provided , that such correspondence does not contain or reveal confidential information of Buyer, the Companies, any Subsidiary or any of their respective Affiliates.  Neither Buyer nor Aon shall agree to participate in any meeting with any Administrative Authority (including via telephone or conference call) in respect of any filings, investigation or other inquiry unless it consults with the other in advance and, to the extent practicable, reasonable and permitted by such Administrative Authority, gives the other the opportunity to attend and participate at such meeting.  If any Administrative Authority requires that a hearing be held in connection with its approval of the transactions contemplated hereby, each party shall use its reasonable best efforts to arrange for such hearing to be held promptly.
 
(e)           In furtherance and not in limitation of the foregoing, Buyer shall use its reasonable best efforts to take any and all steps necessary to avoid or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust or trade regulatory Requirements of Law of any Administrative Authority so as to enable the parties hereto to close the transactions contemplated hereby as
 
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promptly as practicable.  Notwithstanding the foregoing, Buyer shall not be required to consent to a condition or burden imposed by any Administrative Authority if such condition or burden would materially and adversely affect the business or operations of Buyer and its Affiliates (including the Companies and the Subsidiaries).
 
(f)            In addition, each of Buyer and Aon shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing.
 
Section 7.4            Operations Prior to the Closing Date .   (a)  Except as set forth in Schedule 7.4 , except as expressly contemplated by this Agreement or except with the written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Aon shall cause the Companies and the Subsidiaries to use their reasonable best efforts consistent with good business practice to operate and carry on the business of the Companies and the Subsidiaries in the ordinary course and substantially as operated immediately prior to the date of this Agreement and consistent with past practice.  Consistent with the foregoing, Aon shall cause the Companies and the Subsidiaries to use their reasonable best efforts consistent with good business practice to preserve intact the business organization of the Companies and the Subsidiaries and the goodwill of the suppliers, contractors, licensors, employees, customers, agents, producers, distributors and others having business relations with the Companies and the Subsidiaries.
 
(b)           Without limiting the generality of Section 7.4(a) , except as set forth in Schedule 7.4 , except as contemplated by this Agreement or except with the written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Aon shall not permit the Companies and the Subsidiaries to:
 
(i)            make any material change in their business or their operations, except such changes as may be required to comply with any applicable Requirements of Law;
 
(ii)           make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of business consistent with past practices, in excess of $250,000, that is not terminable without payment of premium or penalty within 90 days;
 
(iii)          enter into any contract for the purchase or sale of real property or lease of Leased Real Property, except any renewals or replacements of existing real property leases;
 
(iv)          cancel any debts owed them other than in the ordinary course of business consistent with past practice or in accordance with Section 7.5 or make any loans, advances, capital contributions to, or investments in, or receive any capital contributions from, any other Person, other than (i) for immaterial amounts in the ordinary course of business consistent with past practice or (ii) ordinary course investment portfolio transactions in accordance with investment guidelines that have been adopted by the Companies or the Subsidiaries on or prior to the date hereof;
 
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(v)            sell, agree to sell, lease (as lessor), transfer or otherwise dispose of (other than any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of their assets, tangible or intangible, product lines or business, except for (i) assets sold or otherwise disposed of in the ordinary course of business consistent with past practice with an aggregate value not exceeding $250,000 and (ii) Permitted Encumbrances;
 
(vi)           create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13) other than any indebtedness that is subject to Section 7.5 ;
 
(vii)          make, or agree to make, any distribution or other disposition of assets (other than in accordance with Section 7.6 ) to Aon or any of its Affiliates;
 
(viii)         institute any increase in any benefit provided under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare, severance or other employee benefit plan maintained for their employees (excluding any arrangements that do not involve payments by the Companies or the Subsidiaries after the Closing), other than as required by any such plan or Requirements of Law, any change generally applicable to Aon employees or any in the ordinary course consistent with past compensation practices;
 
(ix)            make any change in the cash compensation of their employees (excluding any arrangements that do not involve payments by the Companies or the Subsidiaries after the Closing), other than changes made in accordance with normal compensation practices or pursuant to existing contractual commitments and consistent with past compensation practices;
 
(x)             enter into, materially amend, renew, terminate or grant any release or relinquishment of rights under any Business Agreement, in each case other than in the ordinary course of business consistent with past practice;
 
(xi)            make any material change in the accounting policies applied in the preparation of the Financial Statements, unless such change is required by GAAP;
 
(xii)           make any material change in the accounting policies applied in the preparation of the Statutory Statements, unless such change is required by SAP;
 
(xiii)          make any material change with respect to actuarial, claims management or reserving methodologies, in each case except as may be required to comply with changes in Requirements of Law, GAAP or SAP;
 
(xiv)         make any change in their charters or by-laws or similar governing instrument or issue, deliver, sell, pledge, dispose of, encumber, split, combine or reclassify any capital stock or other equity interest or other right of any kind to acquire or receive any capital stock or equity interest (or securities exchangeable, convertible or exercisable for capital stock or other equity interest) in any of the Companies or Subsidiaries;
 
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(xv)         (v) make or rescind any material election relating to Taxes other than as mandated by Requirements of Law, (w) make a request for a material Tax ruling or enter into any agreement with an Administrative Authority with respect to Tax matters, in each case, which could result in an adverse effect, (x) settle or compromise any claim, litigation, controversy or other proceeding relating to Taxes, to the extent the amount of such settlement is equal to or greater than $50,000, (y) file any amendments to any previously filed Tax Returns that could adversely affect the Taxes of the Companies and Subsidiaries, or surrender any right to claim a Tax refund or credit for Taxes in excess of $50,000 other than by expiration of the applicable statute of limitations, or (z) file any Tax Return in a manner that is inconsistent with past custom and practice, except as may be required by a change in Requirements of Law;
 
(xvi)        hire any new employee, except in the ordinary course of business consistent with past hiring practices or to replace a terminated employee;
 
(xvii)       other than in the ordinary course of business consistent with past practice, issue, reinsure or sell new kinds of policies, or amend existing kinds of policies, except to the extent required by Requirements of Law;
 
(xviii)      acquire (A) by merger or consolidation with, or by the purchase of all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof or (B) any assets that are material, in the aggregate, to the Companies and the Subsidiaries taken as a whole;
 
(xix)         settle or comprise any claim against the Companies or the Subsidiaries by any Administrative Authority or other Person that would reasonably be expected to materially impair the core business of such Company or Subsidiary;
 
(xx)          waive the benefits of, agree to modify in any adverse manner, terminate or release any Person from any confidentiality, standstill or similar contract to which it is a party, which covers or relates to its business, assets or properties or to which it is a beneficiary;
 
(xxi)         compromise or settle any insurance claim (including any proceeding with respect to an insurance claim) where such compromise, settlement or agreement involves extra-contractual liabilities or the admission, acknowledgement or stipulation that the Companies or the Subsidiaries acted in bad faith, in each case other than in the ordinary course of business consistent with past practice;
 
(xxii)        take any action to forfeit, abandon, modify, waive, terminate or otherwise adversely change any of its material insurance licenses or other material Governmental Permits except as may be required by any applicable Requirements of Law;
 
(xxiii)       manage their investment portfolios in a manner materially inconsistent with their investment policies in effect as of the date hereof or cause or permit the sale of Sterling’s investment assets other than in the ordinary course of business consistent with past practice; or
 
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(xxiv)       authorize any of, or commit or agree, in writing or otherwise, to take any of the foregoing actions.
 
Section 7.5            Termination of Certain Intercompany Indebtedness .   At or prior to the Closing, Aon shall release, cancel, terminate or otherwise settle all intercompany indebtedness (including Sterling’s outstanding credit facility with CICA) and non-trade accounts (other than ordinary course trade payables and receivables and federal income Tax payables) owed by the Companies and the Subsidiaries to Aon or any of its Affiliates (other than the Companies and the Subsidiaries) as of the Closing Date, and Aon shall cause the Companies and the Subsidiaries to release, cancel, terminate or otherwise settle all intercompany indebtedness and non-trade accounts (other than ordinary course trade payables and receivables) owed by Aon or any of its Affiliates (other than the Companies and the Subsidiaries) to the Companies and the Subsidiaries as of the Closing Date; provided , however , that any intercompany indebtedness and non-trade accounts involving Sterling shall be settled (i) in cash or (ii) by a dividend of the intercompany note reflecting amounts owing from Aon to Sterling.
 
Section 7.6            Certain Distributions .   Prior to the Closing, Aon and CICA shall be entitled to cause the Companies to declare and pay a special dividend and/or otherwise transfer to Aon, CICA or one of their respective Affiliates, Olympic’s minority interest in CICA’s Combined Insurance (Thailand) Limited subsidiary.  Buyer agrees that it will cooperate and provide Aon with reasonable assistance to obtain any required regulatory approvals in connection with these transactions.
 
Section 7.7            Financial Statements .   From and after the date hereof until the earlier to occur of the Closing or the termination of this Agreement, Aon shall deliver to Buyer (i) copies of any annual or quarterly statements of Sterling filed with the applicable insurance regulatory authority of its jurisdiction of domicile promptly, but in no event later than ten (10) business days after, such statements are filed with the applicable regulatory authority and (ii) copies of monthly financial statements prepared in the ordinary course with respect to the Companies and the Subsidiaries as at the end of such month.
 
Section 7.8            Investments .   Subject to applicable Requirements of Law, prior to the Closing Aon shall cooperate with Buyer and cause the Companies and the Subsidiaries to use reasonable efforts to manage and reposition their investment portfolio in a manner that is reasonably consistent with Buyer’s current investment policy (including by reinvesting the proceeds of investments that have matured or been sold in assets that would constitute permissible assets under such policy); provided , that nothing contained in this Section 7.8 shall require the Companies and the Subsidiaries to take any actions that would violate their current investment policy or require that Aon incur costs other than those incurred in the management of such investments in the ordinary course of business.
 
Section 7.9            Minute Books .   Aon shall ensure that all of the minute books of the Companies and the Subsidiaries (including those in possession of Aon or CICA in the forms in which they currently exist) are transferred to or held by the Companies and the Subsidiaries as of the Closing.
 
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Section 7.10         Olympic Agreements .   Prior to the Closing, Aon shall cause the Administrative Services Agreement, effective January 1, 1999, as amended, between Olympic and CICA to be amended so that the term of such agreement (Section 5.1 thereof) is extended until two years from the date of this Agreement and Section 5.2 thereof (which allows for termination upon not less than six months notice) is deleted.  Prior to the Closing, Aon shall cause the Joint Marketing Agreement, effective May 15, 2006, between CICA and Olympic Health Management Services, Inc. to be amended so that Section 8.1 thereof is deleted and replaced with a provision providing for a term of two years from the date of this Agreement.  Aon shall use reasonable efforts to effect other amendments to the foregoing agreements if such amendments are approved in writing by Buyer and the buyer of CICA; provided , that any such amendment does not delay the Closing.
 
ARTICLE VIII
ADDITIONAL AGREEMENTS
 
Section 8.1            Tax Matters .   (a)  Liability for Taxes .  (i)  Aon shall be liable for and pay, and pursuant to Article XI (and subject to the applicable provisions thereof) agrees to indemnify and hold harmless each Buyer Group Member from and against Losses and Expenses in connection with, relating to, or arising from (A) any and all Taxes imposed on any of the Companies or Subsidiaries pursuant to Treasury Regulation Section 1.1502-6 or similar provision of state, local or foreign Requirements of Law as a result of such Company or such Subsidiary having been a member of an Affiliated Group prior to the Closing, (B) any and all Taxes of any Person (other than any of the Companies or Subsidiaries) imposed on any Company or Subsidiary as transferee or successor or by contract, which Tax is related to an event or transaction occurring before the Closing, (C) any Section 338 Taxes, (D) any and all Taxes of any Company or Subsidiary, or for which any Company or any Subsidiary may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date , (E) breach of the representations and warranties set forth in Section 5.7 ; provided , that in the event of a breach of the representation set forth in Section 5.7(b)(ix)  the parties agree that the terms Losses and Expenses shall include the amount of any Tax that is required to be paid with respect to the Tax liability of an affected policyholder and the costs and expenses relating to the correction or remediation of the contract that gave rise to such breach, including any refund, reduction or rebate of premium and any increase in the death benefit of such contract and (F) Taxes resulting from or attributable to transactions (1) contemplated by this Agreement or (2) that are undertaken at the direction of or for the benefit of Aon within the period that ends on the second anniversary date of the Closing Date, including, in each case, any Taxes resulting from or attributable to the transaction described in the request for a private letter ruling filed with the IRS on August 3, 2007, relating to a proposed reorganization of the Companies and the Subsidiaries  (the “ Spin-off Ruling ”); provided , however , that Aon shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against (I) any specific Taxes for which there is shown a specific liability or reserve on the Final Closing Balance Sheet and that are taken into account in the calculation of the Closing Date Net Worth (“ Reserved Taxes ”); (II) any Taxes (other than any Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provision of state, local or foreign law (except to the extent such election is deemed to occur as a result of filing an election described in Section 8.1(e) ) as a result of the purchase of the Shares
 
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to the extent that the amount of such Taxes exceeds the amount of Tax Aon or its Affiliates would have been required to pay but for such election; and (III) any Taxes imposed on any Company or Subsidiary as a result of transactions occurring on the Closing Date that are properly allocable pursuant to the factors set forth in Treasury Regulation § 1.1502-76(b)(1)(ii)(B) to the portion of the Closing Date after the Closing except to the extent such transactions are contemplated by this Agreement or are entered into or undertaken at the direction or for the benefit of Aon or any Affiliate thereof (the Taxes described in this proviso being referred to as “ Excluded Taxes ”).  To the extent of any inconsistency between the provisions of Section 11.6(c)  and the provisions of this Section 8.1(a) , the provisions of this Section 8.1(a)  shall control with respect to any liability for Taxes described in this  Section 8.1(a) .   Aon shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, except to the extent any such refund or credit is shown as a specific asset or reduction in a liability on the Final Closing Balance Sheet and taken into account in the calculation of the Closing Date Net Worth, and to the extent Aon or any Affiliated Group receives any such refund or the benefit of any such credit or refund, the amount of such refund or credit shall be paid to Buyer.  Buyer shall be entitled to all other refunds or credits against Taxes.
 
(ii)           Subject to clause (i), Buyer shall be liable for and pay, and pursuant to Article XI (and subject to the applicable provisions thereof) agrees to indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on the Companies or any Subsidiary or for which the Companies or any Subsidiary may otherwise be liable for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date and (B) Excluded Taxes.  Except as otherwise provided herein, Buyer shall be entitled to any refund of (or credit for) Taxes described in clauses (A) and (B).  Buyer shall pay Aon the amount of the Reserved Taxes that are accruals for current liabilities for Taxes and that are required to be paid by Aon on behalf of the Affiliated Group of which the Companies and their relevant Subsidiaries are currently members (“ Reserved Consolidated Taxes ”) no later than five (5) business days following the Net Worth Adjustment Report Finalization Date.  For the avoidance of doubt, Buyer shall pay Aon the full amount accrued for Reserved Consolidated Taxes (regardless of any actual Tax liability) as described above.  Aon shall pay to the applicable Company or Subsidiary any intercompany receivable for any Taxes (or savings against Taxes) shown as an asset on the Final Closing Balance Sheet and taken into account in the calculation of Closing Date Net Worth no later than five (5) business days following the Net Worth Adjustment Report Finalization Date.
 
(iii)          For purposes of Sections 8.1(a)(i)  and 8.1(a)(ii) , whenever it is necessary to determine the liability for Taxes of any Company or Subsidiary for a Straddle Period, the determination of such Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Companies and Subsidiaries for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Companies
 
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or Subsidiaries were closed at the close of the Closing Date; provided , however , that (I) transactions occurring on the Closing Date shall be allocable to the period prior to the Closing and the period after the Closing based upon the factors set forth in Treasury Regulation § 1.1502-76(b)(1)(ii)(B)) (except to the extent such transactions are contemplated by this Agreement, are undertaken at the direction or for the benefit of Seller or are described in the Spin-off Ruling, in which case such transactions will be allocable to the period prior to Closing), (II) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis, (III) in the case of property Taxes, ad valorem Taxes or other Taxes based on the value of property, the amount of Taxes for the Straddle Period shall be allocated by multiplying by a fraction the numerator of which is the number of days in the respective portion of the Straddle Period and the denominator of which is the number of days in the entire period, and (IV) Taxes based on premiums shall be allocated to the period prior to Closing based upon the  amount of premium written as of the Closing Date.
 
(iv)          If, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in a Tax liability for which Aon is liable pursuant to Section 8.1(a)(i) , the amount of the indemnity payment by Aon pursuant to Section 8.1(a)(i)  shall be determined on an After-Tax Basis.
 
(v)           Notwithstanding anything herein to the contrary, Buyer shall pay, and shall indemnify each Seller Group Member against 50% of, and Aon shall pay, and shall indemnify each Buyer Group Member against 50% of, any real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transfer of Shares contemplated by this Agreement.
 
(vi)          For the avoidance of doubt, the parties agree that with respect to any claim for indemnification in connection with, relating to, or arising from the covenants set forth in this  Section 8.1(a) , Section 11.6(b)  shall not be interpreted in any manner that would exclude from the indemnity set forth in Section 11.1 any liability for Taxes described in this Section 8.1(a) .
 
(b)           Tax Returns .  (i)  Aon shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns required to be filed with respect to the Companies and the Subsidiaries for taxable years or periods ending on or prior to the Closing Date, and Aon shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Companies and the Subsidiaries, and Buyer shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns.  With respect to Tax Returns to be filed pursuant to the preceding sentence by Aon or that are required to be filed by Buyer and include a Straddle Period (I) such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Aon is liable or deferring deductions to periods for which Buyer is liable) except as
 
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otherwise required by applicable Requirements of Law, and (II) the party filing such Tax Returns shall submit such Tax Returns (or in the case of a Tax Return filed on a consolidated basis, pro forma Tax Returns for each of the Companies and Subsidiaries that is part of such consolidated group) to the other party not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by such other party, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence; provided, however, that comments from Buyer with respect to Tax Returns filed by Aon shall be limited to those matters for which the positions taken by Aon could adversely affect the Buyer, the Companies or the Subsidiaries after the Closing Date.  The reviewing party shall provide comments on such Tax Returns no later than 15 days prior to the due date of such Tax Returns.  If a proposed change is disputed by the party filing such Tax Return, then Aon and Buyer shall negotiate in good faith to resolve such dispute.  If, after a period of 5 days following the date on which the reviewing party gives the filing notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Aon shall together choose an Accounting Firm to resolve any remaining disputes.  The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to such Tax Return.  The decision of the Accounting Firm shall be final and binding.  All of the fees and expenses of the Accounting Firm shall be equally paid by Buyer, on the one hand, and Aon, on the other hand.  Aon or Buyer shall pay the other party for the Taxes for which Aon or Buyer, respectively, is liable pursuant to Section 8.1(a)  but which are payable with any Tax Return to be filed by the other party pursuant to this Section 8.1(b)  upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Aon or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes, unless there is a dispute with respect to such Tax Return in which case such payment shall be made no later than 5 days after the date on which the Accounting Firm provides its decision to the parties.

(ii)           None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Companies or any Subsidiary to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Companies or any Subsidiary with respect to any taxable year or period ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Aon, which consent may be withheld in the sole discretion of Aon.
 
(iii)          Buyer shall promptly cause the Companies and each Subsidiary to prepare and provide to Aon a package of Tax information materials, including schedules and work papers (the “ Tax Package ”), required by Aon to enable Aon to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.1(b)(i) ; provided , that such materials do not request information which is duplicative with the information Aon has, will have or will acquire in connection with the preparation of the Final Closing Balance Sheet.  The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of the Companies and the Subsidiaries.  Buyer shall cause the Tax Package to be delivered to Aon within 120 days prior to the date the relevant Tax Return is required to be filed (after taking into account all applicable extensions).  Seller and its Affiliates
 
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agree to cooperate with Buyer, the Companies and Subsidiaries to the extent necessary to allow Buyer to comply with the covenant set forth in this Section 8.1(b)(iii) .
 
(c)           Contest Provisions .  (i)  Buyer shall promptly notify Aon in writing upon receipt by Buyer, any of its Affiliates, the Companies or the Subsidiaries of notice of any pending or threatened federal, state or local Tax audits, examinations or assessments relating to taxable periods ending on or before the Closing Date or which might otherwise affect the Tax liabilities for which Aon may be liable pursuant to this Section 8.1 .
 
(ii)           Aon shall have the sole right to represent the Companies’ and the Subsidiaries’ interests in any Tax audit or administrative or court proceeding relating to Taxes for which Aon may be liable pursuant to this Section 8.1 , and to employ counsel of its choice at its expense.  In the case of a Straddle Period, Aon shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Aon’s sole expense, may assume the entire control of such audit or proceeding.  None of Buyer, any of its Affiliates, the Companies or the Subsidiaries may settle any Tax claim for any Taxes for which Aon may be liable pursuant to Section 8.1(a) , without the prior written consent of Aon, which consent may not be unreasonably withheld.  Aon shall not enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect any Buyer Group Member for such year or a subsequent year without the prior written consent of Buyer, which consent may not be unreasonably withheld.  Aon and Buyer agree to cooperate, and Buyer agrees to cause the Companies to cooperate, in the defense against or compromise of any claim in any audit or proceeding.
 
(d)           Assistance and Cooperation .  After the Closing Date, Aon and Buyer shall (and shall cause their respective Affiliates to):
 
(i)            assist the other parties in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b) ;
 
(ii)           cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Companies and the Subsidiaries;
 
(iii)          make available to the others and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Companies and the Subsidiaries;
 
(iv)          provide timely notice to the others in writing of any pending or threatened Tax audits or assessments of the Companies and the Subsidiaries for taxable periods for which the other may have a liability under this Section 8.1 ;
 
(v)           furnish the others with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period;
 
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(vi)          timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 8.1(a)(v)  (relating to sales, transfer and similar Taxes);
 
(vii)         timely provide to the others powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1 ; and
 
(viii)        retain all Tax Returns, schedules and work papers, records, and other documents in their possession relating to Tax matters of the Companies and Subsidiaries for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (A) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, or (B) six years following the due date (without extension) for such Tax Returns.  Prior to disposing of any such records, notice shall be given to the other party providing reasonable terms allowing such other party to take, at its sole expense, possession of such records.
 
(e)           Election Under Section 338(h)(10) .  (i)  Aon and Buyer shall make, or cause to be made, a joint election for the Companies and all of the Subsidiaries under Section 338(h)(10) of the Code and under any applicable similar provisions of state law with respect to the purchase of the Shares (all such elections being referred to collectively as a “ Section 338(h)(10) Election ”).  Aon and Buyer shall within 30 days after the completion of the Allocation Schedule, but in no event later than five days prior to the due date for filing IRS Form 8023, exchange completed and executed copies of IRS Form 8023, required schedules thereto (including IRS Form 8883), and any similar state forms.  If any changes are required in these forms as a result of information which is first available after these forms are prepared, the parties will promptly agree on such changes.
 
(ii)           Within 60 days following the final determination of the Net Worth Adjustment Amount pursuant to Section 4.5 , Buyer shall prepare and deliver to Aon a schedule (the “ Allocation Schedule ”) allocating the Aggregate Deemed Sales Price, as defined in Treasury Regulation Section 1.338-4, for the assets of the Companies and each Subsidiary, among the assets of the Companies and each such Subsidiary.  The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 338(h)(10) of the Code and the Treasury Regulations thereunder.  The Allocation Schedule shall be deemed to be accepted by and shall be conclusive and binding on Aon and Buyer except to the extent, if any, that Aon or Aon’s Accountants shall have delivered within 30 days after the date on which the Allocation Schedule is delivered to Aon, a written notice to Buyer stating each and every item to which Aon takes exception (it being understood that any amounts not disputed shall be final and binding).  If a change proposed by Aon is disputed by Buyer, then Aon and Buyer shall negotiate in good faith to resolve such dispute.  If, after a period of 20 days following the date on which Aon gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Aon shall together choose an Accounting Firm to resolve any remaining disputes.  The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to the Allocation Schedule.  The decision of the Accounting Firm shall be final and binding.  All of the fees and expenses of the Accounting Firm shall be equally paid by Buyer, on
 
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the one hand, and Aon, on the other hand.  Buyer and Aon each agrees that promptly upon receiving the final and binding Allocation Schedule it shall return an executed copy thereof to the other party.  Each of Buyer and Aon agrees to file all federal, state and local Tax Returns in accordance with the Allocation Schedule.
 
(f)            Options; Restricted Stock .
 
(i)            Options .  In the event that subsequent to the Closing Date any current or former employee of the Companies or a Subsidiary exercises options to purchase stock of Aon which options were received by such employee in connection with the performance of services for the Companies, such Subsidiary or an Affiliate of the Companies or such Subsidiary, as the case may be, and are outstanding on the Closing Date (the “ Aon Options ”), Aon and Buyer agree and acknowledge that they shall report the exercise of the Aon Options in accordance with clause (iii) below.  Buyer shall (or shall cause its Affiliates to) immediately inform Aon of any event that results in the forfeiture of any Aon Options by any person holding such options.
 
(ii)           Stock-Based Awards .  In the event that subsequent to the Closing Date any current or former employee of the Companies or a Subsidiary becomes vested (in whole or in part) in any restricted stock units or performance share units of Aon which (A) were received by such employee in connection with the performance of services for the Companies, such Subsidiary or an Affiliate of the Companies or such Subsidiary, as the case may be, and (B) with respect to which an effective election under Section 83(b) of the Code was not made (the “ Aon Stock-Based Awards ”), Aon and Buyer agree and acknowledge that they shall report the vesting of the Aon Stock-Based Awards in accordance with clause (iii) below.
 
(iii)          Compensation Expense; Employment Taxes; Reimbursement .  Upon the exercise of the Aon Options or the vesting of the Aon Stock-Based Awards, as applicable, the applicable Company or Subsidiary, as the case may be, shall, if and only if Aon has determined that it cannot claim the deduction, (A) claim the compensation expense deduction associated with such exercise or vesting measured by the fair market value of Aon stock at the time of such exercise (less the exercise price) or vesting (the “ Compensation Deduction ”), (B) pay all employment and withholding Taxes resulting from such exercise or vesting and (C) file all Tax Returns related to the payment of such employment and withholding Taxes.  Such Company or Subsidiary shall pay Aon an amount equal to the Tax benefit realized by Buyer or any of its Affiliates (determined on an After-Tax Basis) from such Compensation Deduction less the after-tax cost to Buyer of any employment Taxes required to be paid on the exercise or vesting of the Aon Option or Aon Stock-Based Awards within 30 days of the date the Tax benefits are realized by such Company or Subsidiary from the Compensation Deduction.
 
(g)           Except as may be required pursuant to Requirements of Law, Buyer shall not cause or permit the Companies or Subsidiaries to carry back any loss, credit or other allowance to a Tax period (or any portion thereof) ending on or prior to the Closing Date without Aon’s prior written consent.
 
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(h)           All amounts paid as an indemnity by one party to the other under this Agreement will be treated, to the extent permitted under applicable law, as adjustments to the Purchase Price for all Tax purposes.
 
(i)            Aon shall cause all Tax sharing agreements or arrangements among and between the Companies or Subsidiaries and their Affiliates to be terminated effective as of the day prior to the Closing Date and to have no continuing force or effect thereafter.  Aon shall, unless otherwise directed by Buyer, cause to be terminated any power of attorney granted by or on behalf of the Companies or Subsidiaries and their Affiliates with respect to Tax matters, and any such terminated power of attorney shall have no continuing force or effect after the Closing Date.
 
Section 8.2            Employee Matters .   (a)   Continued Employment .  As of the Closing Date, Buyer agrees to, or to cause an Affiliate of Buyer to, continue to employ as a successor employer all of the employees of the Companies and the Subsidiaries (including all such employees who have rights of employment in accordance with the established practices or policies of the Companies and the Subsidiaries on return from any vacation, leave or other authorized absence) as indicated on a schedule provided by Aon to Buyer at least ten days prior to the Closing Date, which schedule shall reflect the base salary of such employees and shall be updated by Aon as of the Closing Date (collectively, the “ Transferred Employees ”); provided , however , that employees of the Companies or the Subsidiaries that are on short-term disability as of the Closing Date shall not become Transferred Employees until such employees return to active employment.  For a period of at least one year following the Closing Date, each Transferred Employee shall be entitled to receive while in the employment of Buyer or its Affiliates at least the same salary, wages and target and maximum bonus opportunities as were provided to such employee by the Companies and the Subsidiaries, immediately prior to the Closing Date.  Notwithstanding any provision herein to the contrary, neither Buyer nor any of its Affiliates (including the Companies and the Subsidiaries) shall be obligated to continue to employ any Transferred Employee for any specific period of time following the Closing Date, subject to applicable law.
 
(b)           Buyer Benefit Plans .  For a period of at least one year following the Closing Date, the Transferred Employees shall be entitled to receive while in the employment of Buyer or its Affiliates, employee benefits (including, for the avoidance of doubt, retirement, welfare and fringe benefits but excluding any defined benefit plan) that are, as determined by Buyer in good faith, at least substantially comparable in the aggregate value to those benefits provided under the Company Plans in effect immediately prior to the Closing Date.
 
(c)           Company Plans .  (i) Neither Buyer nor any of its Affiliates shall assume any obligations under or liabilities with respect to, and it shall not receive any right or interest in the assets of, any Company Plans.  Effective as of the Closing Date, except as otherwise specifically provided in this Agreement or in the Aon Transition Services Agreement, all Transferred Employees will cease any participation in, and any benefit accrual under, all Company Plans and will be fully vested in their benefits under each Company Plan which is intended to be qualified under Section 401(a) of the Code; provided , however , that otherwise eligible Transferred Employees may apply for coverage on or before December 31, 2008 under
 
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Aon’s U.S. retiree medical plan and will be granted age and service credit for their employment with Buyer or its Affiliates for eligibility purposes.
 
(ii)           Buyer either currently maintains, or will establish or cause the Companies to establish, not later than 90 days after the Closing Date, one or more qualified defined contribution plans (“ Buyer’s DC Plans ”) that contain or will contain all provisions necessary for the acceptance of direct rollovers (in the form of cash and notes relating to plan participant loans) of “eligible rollover distributions” as defined in the Code and applicable Requirements of Law that Transferred Employees are eligible to receive from Aon’s defined contribution plans (“ Aon’s DC Plans ”) without adversely affecting the qualified status of Aon’s DC Plans.  Buyer’s DC Plans will contain provisions to permit any such direct rollover to include the promissory note or notes representing any plan loans outstanding to the Transferred Employee under Aon’s DC Plans on the date of the direct rollover, and Buyer, the Companies and Aon will cooperate with each other to enable such direct rollovers to occur before such loans become defaulted.  Aon agrees not to place any such loans in default for at least 90 days following the Closing Date.
 
(d)           Severance Benefits .  If Buyer or any of its Affiliates terminates the employment of any Transferred Employee, other than for cause, before the first anniversary of the Closing Date and the Transferred Employee executes a release in form and substance reasonably satisfactory to Buyer, Buyer agrees to, or to cause its Affiliates to, provide severance benefits to such Transferred Employee in an amount that is at least equal to the severance benefits that would have been paid to such Transferred Employee pursuant to the terms of the Company Plans as in effect immediately prior to the Closing Date, to be calculated, however, on the basis of the Transferred Employee’s compensation and service at the time of the termination of employment.
 
(e)           Individual Employment Contracts .  Effective as of the Closing Date, Buyer shall assume, or cause an Affiliate to continue to be obligated under or assume Aon’s, the Companies’ and the Subsidiaries’ obligations under all individual employment, termination, retention, severance or other similar contracts or agreements with any current or former employee of the Companies and the Subsidiaries and all of the obligations as the employer under such contracts and agreements.  Schedule 8.2(e)  sets forth a list of the individual employment, termination, retention, severance and similar contracts and agreements to be assumed by Buyer or an Affiliate thereof.
 
(f)            Welfare Benefits .  Except as otherwise expressly provided herein, Aon or one of its Affiliates shall retain responsibility under the Company Plans that are Welfare Plans in which the Transferred Employees participate with respect to all amounts that are payable by reason of, or in connection with, any and all welfare benefit claims made by the Transferred Employees and their eligible dependents but only to the extent the claims were incurred prior to the Closing Date.  For purposes of an individual who is hospitalized, injured or on disability leave prior to the Closing Date, “incurred” shall mean the date of such hospitalization, injury or disability.  Buyer and its Affiliates shall be responsible for all other welfare benefit claims made by the Transferred Employees and their eligible dependents to the extent such claims were incurred on or after the Closing Date.
 
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(g)           Credit for Service .  To the extent that service is relevant for purposes of eligibility and vesting (and, in order to calculate the amount of any vacation, sick days, severance and similar benefits, but not for purposes of defined benefit pension benefit accruals) under any retirement plan, employee benefit plan, program or arrangement established or maintained by Buyer or any of its Affiliates for the benefit of the Transferred Employees, following the Closing Date such plan, program or arrangement shall credit such Transferred Employees for service earned on and prior to the Closing Date with the Companies, the Subsidiaries, any of their respective Affiliates or any of their respective predecessors in addition to service earned with Buyer or any of Buyer’s Affiliates after the Closing Date, except to the extent such (i) credit would result in an unintended duplication of benefits or (ii) period of service is not provided to all employees of Buyer and its Affiliates covered by such plan, program or arrangement.
 
(h)           Preexisting Conditions; Coordination .  Following the Closing Date, Buyer shall, or shall cause its Affiliates to, waive limitations on eligibility, enrollment and benefits relating to any preexisting medical conditions of the Transferred Employees and their eligible dependents; provided , however , that such waiver of preexisting conditions shall not extend to any condition that prevented a Transferred Employee’s, spouse’s or dependent’s coverage under comparable Company Plans as of the Closing Date.  Following the Closing Date, Buyer shall recognize, or shall cause its Affiliates to also recognize, for purposes of annual deductible and out of pocket limits under its health and dental plans (the “ Buyer Plans ”), deductible and out of pocket expenses paid by Transferred Employees and their respective dependents under health and dental Company Plans in the calendar year in which the Closing Date occurs to the extent the Transferred Employees participate in any such Buyer Plans in such same calendar year.
 
(i)            Vacations .  Schedule 8.2(i)  sets forth a summary of the vacation program(s) provided to the Transferred Employees immediately prior to the Closing Date.  Buyer shall, or shall cause its Affiliates to, continue a vacation program for the benefit of the Transferred Employees through at least the end of the calendar year in which the Closing occurs that is at least as favorable as the vacation program of the Companies and the Subsidiaries in effect immediately prior to the Closing Date.  Buyer shall, or shall cause its Affiliates to, recognize and provide all accrued but unused vacation of each Transferred Employee as of the Closing Date consistent with existing policies.  Neither Aon nor its Affiliates shall have any obligation or liability to pay or provide any vacation payments claimed on or after the Closing Date.
 
(j)            Bonuses .  Schedule 8.2(j)  sets forth a summary of the bonus programs provided to the Transferred Employees immediately prior to the Closing Date.  Buyer shall, or shall cause its Affiliates to, assume the bonus programs for Transferred Employees in existence as of the Closing Date and shall pay to the Transferred Employees the bonuses they earn under such programs with respect to the full bonus determination period that includes the Closing Date.
 
(k)           Healthcare Spending Account Program .  Buyer shall, or shall cause its Affiliates to, establish or maintain a Healthcare Spending Account program for each Transferred Employee who, in the portion of the calendar year on or prior to the Closing Date, contributed to the Healthcare Spending Account program of Aon.  The beginning balance as of the Closing Date in Buyer’s Healthcare Spending Account program shall be the unused portion of the balance in Aon’s Healthcare Spending Account program.  To the extent that Buyer (or an
 
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Affiliate of Buyer) has previously established and maintains a Health Reimbursement Account, any unused amount in Aon’s Health Reimbursement Account (on behalf of the Transferred Employees) shall be transferred to Buyer and credited by Buyer to its Health Reimbursement Account on behalf of such Transferred Employees.
 
(l)            COBRA .  Following the Closing Date, Buyer shall, or shall cause an Affiliate to, provide continuation health care coverage to all Transferred Employees and their qualified beneficiaries, regardless of when a “qualifying event” occurs, in accordance with the continuation health care coverage requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA (“ COBRA ”) with respect to claims incurred at any time on or after the Closing Date.  Aon or one of its Affiliates shall provide COBRA coverage for former employees of the Companies and the Subsidiaries who do not become Transferred Employees.
 
(m)          WARN .  Buyer shall be responsible for all liabilities or obligations under the Worker Adjustment and Retraining Notification Act and similar state and local rules, statutes and ordinances resulting from the Closing or from Buyer’s, the Companies’ or a Subsidiary’s actions following the Closing.
 
(n)           Workers’ Compensation Liabilities .  As of the Closing Date, Buyer will cause the Companies and the Subsidiaries to assume (or reimburse Aon for) all liabilities and obligations relating to compensation and benefits under any state workers’ compensation or similar law payable following the Closing Date to or with respect to any employee or former employee of the Companies or any of the Subsidiaries and which arise as a result of an incident on which the claim is based that occurs on or after the Closing Date.
 
(o)           No Modification .  Nothing in this Section 8.2 , express or implied, is intended to be, shall constitute or be construed as an amendment to or modification of any employee benefit plan or arrangement of Aon, Buyer, the Companies, the Subsidiaries or any of their Affiliates or limit in any way the right of Aon, Buyer, the Companies, the Subsidiaries or any of their Affiliates to amend, modify or terminate any of its respective employee benefit plans or arrangements.
 
Section 8.3            Securities Law Legends .   Buyer agrees and understands that the Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other Administrative Authority and that the Shares may be sold or disposed of only in one or more transactions (i) registered under the Securities Act, applicable state securities laws and/or the laws of any other applicable Administrative Authority or (ii) as to which an exemption from the registration requirements of the Securities Act, applicable state securities laws and/or the laws of any other applicable Administrative Authority is available.  Buyer acknowledges and agrees that no person has any right to require Aon or the Companies to cause the registration of any of the Shares.  The certificates representing the Shares shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities laws or the laws of any other Administrative Authority:
 
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
 
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TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SHARES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES MAY BE SOLD WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS.
 
Section 8.4            Insurance; Risk of Loss .   Aon will cause the Companies and the Subsidiaries to keep insurance policies currently maintained by the Companies or the Subsidiaries covering their business, assets and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date.  To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, such other party will promptly supply such information.
 
Section 8.5            Release of Guaranties .   Buyer shall use all reasonable efforts to cause Aon and its Affiliates to be fully released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Aon or its Affiliates relating to any parcel of Leased Real Property or any other contractual commitment of the Companies and the Subsidiaries, including those set forth on Schedule 8.5 (collectively, the “ Guaranties ”).  If Buyer is unable to effect such a substitution and release with respect to any Guaranty, Buyer shall indemnify each Seller Group Member against any and all Loss or Expense arising from such Guaranty.  Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates to, renew, extend, or, in a manner adverse to Aon, amend or supplement any contract, lease or other obligation that is covered by a Guaranty that has not previously been released without providing Aon with evidence reasonably satisfactory to them that the Guaranty has been released.  Any cash or other collateral posted by Aon or its Affiliates in respect of any released or discharged Guaranty shall be delivered to Aon.
 
Section 8.6            Nonsolicitation; Noncompetition .
 
(a)           For a period of two years following the Closing, Aon shall not, and shall cause its Affiliates not to, hire, employ or retain the services of any Transferred Employees listed on Schedule 8.6 or solicit any Transferred Employees to leave the employ of the Companies or any Subsidiary or violate the terms of their contracts, or any employment arrangements, with the Companies or any Subsidiary; provided , however , that Aon or any of its Affiliates may hire, employ or retain the services of or solicit any Transferred Employees who are involuntarily discharged by the Companies or a Subsidiary, and, provided , further , that nothing in this Section 8.6(a)  shall prohibit Aon or any of its Affiliates from employing any Transferred Employees as a result of a general solicitation to the public or general advertising not specifically directed at the Transferred Employees, or the hiring, employment, retention of services of or the solicitation of any individual whose employment with the Companies or a Subsidiary has been terminated for at least twelve months.
 
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(b)           For a period of two years following the Closing, Buyer shall not, and shall cause its Affiliates (including the Companies and the Subsidiaries) not to solicit any employees of Aon or its Affiliates to leave the employ of Aon or its Affiliates, as applicable, or violate the terms of their contracts, or any employment arrangements, with Aon or its Affiliates, as applicable, in each case in order to perform services for the business activities conducted by the Companies and the Subsidiaries; provided , however , that Buyer or any of its Affiliates may solicit any such employees who are involuntarily discharged by Aon or its Affiliates, as applicable; provided , further , that nothing in this Section 8.6(b)  shall prohibit Buyer or any of its Affiliates from employing any such employee as a result of a general solicitation to the public or general advertising not specifically directed at such employees, or the solicitation of any individual whose employment with Aon and its Affiliates has been terminated for at least twelve months.
 
(c)           For a period of five (5) years following the Closing, Aon shall not, and shall cause its Affiliates not to, engage in a Restricted Business in any of the geographic locations in which any of the Companies or Subsidiaries engage in business as of the Closing Date; provided , however , that, for the purposes of this Section 8.6 , (x) ownership of securities having no more than five percent of the outstanding voting power of any Person whose capital stock or equity is listed on any national or international securities exchange or quotation system and (y) ownership of not more than 25% of any private equity fund or alternative investment vehicle in which Aon or its Affiliates is a passive investor shall not be deemed to be a violation of this Section 8.6 .
 
(d)           Notwithstanding the provisions of this Section 8.6 and without implicitly agreeing that the following activities would be subject to the provisions of Section 8.6(c) , nothing in this Agreement or in the Seller Ancillary Agreements shall preclude, prohibit or restrict Aon or any of its Affiliates from:  (i) engaging in or owning an interest in any entity that engages in any Exempt Business Activities; (ii) acquiring, and following such acquisition, actively engaging in any business that has a subsidiary, division, group, franchise or segment that is engaged in any Restricted Business (an “ Acquired Business ”), so long as for the most recent fiscal year ending prior to the date of such purchase, the revenues of such business derived from a Restricted Business were less than 50% of the total consolidated revenues of such business; (iii) acquiring, and following such acquisition, actively engaging in, an Acquired Business, where the revenues of such business derived from a Restricted Business were less than $10,000,000 of the total consolidated revenues of such business; or (iv) engaging in a Change of Control or, if the acquiring Person has a subsidiary, division, group, franchise or segment that is engaged in a Restricted Business at the time of the Change of Control, thereafter engaging in the Restricted Business.
 
(e)           The covenants in this Section 8.6 are severable and separate, and the unenforceability of any specific covenant shall not affect the continuing validity and enforceability of any other covenant.  In the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth in this Section 8.6 are unreasonable and therefore unenforceable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable and this Agreement shall thereby be reformed.
 
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Section 8.7            Use of Names .   (a)  Aon is not conveying ownership rights or granting Buyer or its Affiliates (including the Companies and the Subsidiaries after the Closing) a license to use any of the tradenames, service marks or trademarks of Aon or any Affiliate of Aon (other than the trademarks and service marks included in the Intellectual Property identified in Schedule 5.11(a) ) (collectively, the “ Retained Names and Marks ”) and, after the Closing, Buyer and its Affiliates (including the Companies and the Subsidiaries after the Closing) shall not use in any manner the names or marks of Aon or any Affiliate of Aon or any word that is similar in sound or appearance to such names or marks, in each case, except as provided in this Section 8.7 .
 
(b)           In the event Buyer or any Affiliate of Buyer (including the Companies and the Subsidiaries after the Closing) violates any of its obligations under this Section 8.7 , Aon and its Affiliates may proceed against it in law or in equity for such damages or other relief as a court may deem appropriate.  Buyer acknowledges that a violation of this Section 8.7 may cause Aon and its Affiliates irreparable harm which may not be adequately compensated for by money damages.  Buyer therefore agrees that in the event of any actual or threatened violation of this Section 8.7 , Aon and its Affiliates shall be entitled, in addition to other remedies that they may have, to seek a temporary restraining order and preliminary and final injunctive relief against Buyer or such Affiliate of Buyer to prevent any violations of this Section 8.7 , without the necessity of posting a bond.
 
(c)           Following the Closing, Buyer shall (and shall cause the Companies and the Subsidiaries to) cease promptly, but in no event later than 60 days after the Closing Date, using (i) any advertising or promotional materials and (ii) any stationery, business cards, business forms and other similar items, in each case that contain anywhere thereon any of the Retained Names and Marks; provided , however , that Buyer shall (and shall cause the Companies and the Subsidiaries to), when using items referred to in clause (ii) in the context of entering into or conducting contractual relationships, make reasonably clear to all other applicable parties that Buyer and the Companies and the Subsidiaries, rather than Aon or any Affiliate of Aon is the party entering into or conducting the contractual relationship; and provided , further , that Buyer shall (and shall cause the Companies to) ensure that personnel of the Companies and the Subsidiaries using such items shall not, and shall have no authority to, hold themselves out as officers, employees or agents of Aon or any Affiliate of Aon.  Notwithstanding the foregoing sentence, with respect to all materials, if any, that would require approval from an Administrative Authority in order to change such materials, Buyer shall (and shall cause the Companies and the Subsidiaries to) promptly seek such approval and shall be entitled to continue to use such materials until 10 business days after the receipt of such approval.  If there is a denial by the applicable Administrative Authority to change such materials, then the parties shall work together in good faith to find commercially reasonable means for the Companies and the Subsidiaries to cease using such Retained Names and Marks.  With respect to all materials used after the Closing which state or suggest or imply any affiliation with Aon or any of the Affiliates of Aon, Buyer shall indemnify and hold harmless the Seller Group Members from and against all Losses which arise out of, relate to or result from the inclusion of such statements, suggestions or implications in such materials.
 
(d)           Following the Closing, Buyer shall (and shall cause the Companies and the Subsidiaries to) file all documentation and take any necessary steps to receive consents or
 
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approvals from the appropriate Administrative Authority for the adoption and use of new tradenames for the Companies and the Subsidiaries.
 
Section 8.8            Post-Closing Cooperation .   Aon and Buyer shall reasonably cooperate with each other following the Closing and take or cause to be taken such further or other action as shall be reasonably necessary or desirable in order to carry out the purposes of this Agreement.
 
ARTICLE IX 
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
 
The obligations of Buyer under this Agreement shall, at the option of Buyer (to the extent permissible under applicable law), be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
 
Section 9.1            No Misrepresentation or Breach of Covenants and Warranties .   There shall not have been any material breach by Aon in the performance of any of its covenants and agreements herein which shall not have been remedied or cured (other than those required to be performed after the Closing Date); the representations and warranties of Aon contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they expressly relate to an earlier date, in which case they shall be true and correct as of such date), except for breaches of representations and warranties (without giving effect to the words “material,” “materially” or the defined term Material Adverse Effect contained therein, except in the case of Section 5.6(a) ), which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and there shall have been delivered to Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Aon by a duly authorized officer of Aon.
 
Section 9.2            HSR Act .   The waiting period under the HSR Act shall have expired or been terminated.
 
Section 9.3            Necessary Governmental Approvals .   All approvals and actions of or by all Administrative Authorities (including any approvals or consents from state departments of insurance having or asserting jurisdiction over the Companies) set forth in Schedule 9.3 or as to which the failure to have been obtained or taken place would materially and adversely affect the business or operations of the Companies and the Subsidiaries, shall have been obtained or taken place and any conditions imposed by an Administrative Authority in connection with the foregoing shall not have the effect set forth in the last sentence of Section 7.3(e) .
 
Section 9.4            No Restraint .   No judgment, decree, injunction or restraining order shall have been issued by any court of competent jurisdiction and be in effect which restrains or prohibits any material transaction contemplated hereby.  No Requirement of Law shall have been enacted, entered, promulgated or enforced by an Administrative Authority that prohibits or makes illegal the purchase of the Shares.
 
Section 9.5            FIRPTA Certificates .   Aon shall have delivered to Buyer the certificates of non-foreign status, in the form attached hereto as Exhibit C .
 
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Notwithstanding the failure of any one or more of the foregoing conditions, Buyer may proceed with the Closing without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver.  To the extent that at or prior to the Closing Aon delivers to Buyer a written notice specifying in reasonable detail the failure of any of such conditions contained herein and that such notice is being delivered pursuant to this Article IX , and nevertheless Buyer proceeds with the Closing, Buyer shall be deemed to have waived for all purposes any rights or remedies it may have against Aon by reason of the failure of any such conditions to the extent described in such notice.
 
ARTICLE X 
CONDITIONS PRECEDENT TO OBLIGATIONS OF AON
 
The obligations of Aon under this Agreement shall, at the option of Aon (to the extent permissible under applicable law), be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
 
Section 10.1         No Misrepresentation or Breach of Covenants and Warranties .   There shall not have been any material breach by Buyer in the performance of any of its covenants and agreements herein which shall not have been remedied or cured (other than those required to be performed after the Closing Date); the representations and warranties of Buyer contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date (except to the extent that they expressly relate to an earlier date, in which case they shall be true and correct as of such date), except for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon or any transaction contemplated by this Agreement and (ii) breaches of representations and warranties (without giving effect to the words “materially” or “material” contained therein), which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; and there shall have been delivered to Aon a certificate to such effect, dated the Closing Date, signed on behalf of Buyer by a duly authorized officer of Buyer.
 
Section 10.2         HSR Act .   The waiting period under the HSR Act shall have expired or been terminated.
 
Section 10.3         Necessary Governmental Approvals .   All approvals and actions of or by all Administrative Authorities (including any approvals or consents from state departments of insurance having or asserting jurisdiction over the Companies) set forth in Schedule 10.3 or as to which the failure to have been obtained or taken place would materially and adversely affect the business or operations of the Companies and the Subsidiaries, shall have been obtained or taken place.
 
Section 10.4         No Restraint .   No judgment, decree, injunction or restraining order shall have been issued by any court of competent jurisdiction and be in effect which restrains or prohibits any material transaction contemplated hereby.  No Requirement of Law shall have been enacted, entered, promulgated or enforced by an Administrative Authority that prohibits or makes illegal the sale of the Shares.
 
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Notwithstanding the failure of any one or more of the foregoing conditions, Aon may proceed with the Closing without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver.  To the extent that at or prior to the Closing Buyer delivers to Aon a written notice specifying in reasonable detail the failure of any of such conditions contained herein and that such notice is being delivered pursuant to this Article X , and nevertheless Aon proceeds with the Closing, Aon shall be deemed to have waived for all purposes any rights or remedies it may have against Buyer by reason of the failure of any such conditions to the extent described in such notice.
 
ARTICLE XI 
INDEMNIFICATION
 
Section 11.1         Indemnification by Aon .  (a)  From and after the Closing, Aon agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with, relating to or arising from:
 
(i)            any breach of any warranty or the inaccuracy of any representation of Aon contained in this Agreement made as of the date hereof or as of the Closing Date (in each case (other than with respect to the Specified Representations and Warranties) interpreted without giving effect to any limitation contained in such representation or warranty as to materiality or Material Adverse Effect) or any certificate delivered by Aon pursuant hereto; and
 
(ii)           any breach by Aon of, or failure by Aon to perform, any of its covenants or obligations contained in this Agreement;
 
provided , however , that except with respect to the representations and warranties set forth in the first and third sentences of Section 5.1 , and Sections 5.2 , 5.4(a)  and 5.7 , Aon shall be required to indemnify and hold harmless under Section 11.1(a)(i)  with respect to Losses and Expenses incurred by Buyer Group Members only to the extent that:
 
(x)            the amount of Loss and Expense suffered by Buyer Group Members related to each individual claim exceeds $50,000 (it being understood that such $50,000 shall be a deductible for which Aon shall bear no indemnification responsibility) (the “ Claim Deductible ”), provided , that individual claims based upon the same act, event, omission or set of facts shall be deemed a single individual claim for purposes of this Section 11.1(a)(x) ;
 
(y)           the aggregate amount of such Losses and Expenses (other than Losses and Expenses excluded by clause (x) above) exceeds one percent (1%) of the Purchase Price (it being understood that such amount shall be a deductible for which Aon shall bear no indemnification responsibility) (the “ Deductible ”); and
 
(z)            the aggregate amount required to be paid by Aon pursuant to Section 11.1(a)(i)  shall not exceed fifteen percent (15%) of the Purchase Price (the “ Cap ”).
 
For the avoidance of doubt, Aon agrees that any claim by a Buyer Group Member for indemnification pursuant to Section 11.1(a)(i)  for breach of any representation or warranty set forth in the first or third sentences of Section 5.1 or Sections 5.2 , 5.4(a)  or 5.7 or pursuant to
 
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Section 11.1(a)(ii)  for breach of any covenant (including the covenants set forth in Section 8.1(a) ), shall not be subject to the Deductible, Cap or Claim Deductible; provided that the aggregate amount of Losses and Expenses required to be paid by Aon under this Agreement shall not exceed the Purchase Price.
 
(b)           The indemnification provided for in Section 11.1(a)  shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a)  thereafter), except that the indemnification by Aon shall continue as to:
 
(i)            the representations and warranties set forth in the first and third sentences of Section 5.1 and Sections 5.2 and 5.4(a) , which shall survive indefinitely;
 
(ii)           the representations and warranties set forth in Sections 5.16 and 5.17 and the covenants of Aon set forth in Sections 8.1 (other than the covenants of Aon set forth in Section 8.1(a)(i)(E) ), 8.2 and 8.4 , which shall survive until six months after the expiration of the relevant statutory period of limitations applicable to the underlying claim (after taking account of any applicable extensions or tollings thereof);
 
(iii)          the covenants of Aon which by their terms extend beyond eighteen months (18) months, which shall survive until expiring in accordance with their respective terms;
 
(iv)          any Losses or Expenses of which any Buyer Group Member has validly given a Claim Notice to Aon in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1 , as to which the obligation of Aon shall continue solely with respect to the specific matters in such Claim Notice until the liability of Aon shall have been determined pursuant to this Article XI , and Aon shall have reimbursed all Buyer Group Members for the full amount of such Losses and Expenses that are payable with respect to such Claim Notice in accordance with this Article XI ; and
 
(v)           the representations and warranties set forth in Section 5.7 and the covenant of Aon set forth in Section 8.1(a)(i)(E) , which shall survive the Closing Date until three years after the Closing Date.
 
Section 11.2         Indemnification by Buyer .   (a)  From and after the Closing, Buyer agrees to indemnify and hold harmless each Seller Group Member from and against any and all Losses and Expenses incurred by such Seller Group Member in connection with, relating to or arising from:
 
(i)            any breach of any warranty or the inaccuracy of any representation of Buyer contained in this Agreement made as of the date hereof or as of the Closing Date (in each case interpreted without giving effect to any limitation contained in such representation or warranty as to materiality) or any certificate delivered by Buyer pursuant hereto;
 
(ii)           any breach by Buyer of, or failure by Buyer to perform, any of its covenants and obligations contained in this Agreement; and
 
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(iii)          the operation of the Companies, the Subsidiaries and the business of the Companies and the Subsidiaries after the Closing (other than any matter for which Aon is required to provide indemnification pursuant to Section 11.1 );
 
provided , however , that, except with respect to the representations and warranties set forth in Sections 6.1 and 6.2(a) , Buyer shall be required to indemnify and hold harmless Seller Group Members for Losses and Expenses under Section 11.2(a)(i)  only to the extent that:
 
(x)            the amount of Loss and Expense suffered by Seller Group Members related to each individual claim exceeds the Claim Deductible (it being understood that such Claim Deductible shall be a deductible for which Buyer shall bear no indemnification responsibility), provided , that individual claims based upon the same act, event, omission or set of facts shall be deemed a single individual claim for purposes of this Section 11.2(a)(x) ;
 
(y)           the aggregate amount of such Losses and Expenses (other than Losses and Expenses excluded by clause (x) above) exceeds the Deductible (it being understood that such amount shall be a deductible for which Buyer shall bear no indemnification responsibility); and
 
(z)            the aggregate amount required to be paid by Buyer pursuant to Section 11.2(a)(i)  shall not exceed the Cap.
 
For the avoidance of doubt, Buyer agrees that any claim by a Seller Group Member for indemnification pursuant to Section 11.2(a)(i)  for breach of any representation or warranty set forth in Section  6.1 or 6.2(a) , pursuant to Section 11.2(a)(ii)  for breach of any covenant or pursuant to Section 11.2(a)(iii)  for the operation of the Companies, the Subsidiaries and the business of the Companies and the Subsidiaries after the Closing, shall not be subject to the Deductible, Cap or Claim Deductible; provided that the aggregate amount of Losses and Expenses required to be paid by Buyer under this Agreement shall not exceed the Purchase Price.
 
(b)           The indemnification provided for in Section 11.2(a)  shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Seller Group Member under Section 11.2(a)  thereafter), except that the indemnification by Buyer shall continue as to:
 
(i)            the representations and warranties set forth in Sections 6.1 and 6.2(a) , which shall survive indefinitely;
 
(ii)           the covenants of Buyer set forth in Sections 8.1 , 8.2 , 8.4 , 8.5 , 8.7 and 11.2(a)(iii) , which shall survive until six months after the expiration of the relevant statutory period of limitations applicable to the underlying claim (after taking account of any applicable extensions or tolling thereof);
 
(iii)          the covenants of Buyer which by their terms extend beyond eighteen (18) months, which shall survive until expiring in accordance with their respective terms; and
 
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(iv)          any Losses or Expenses of which any Seller Group Member has validly given a Claim Notice to Buyer in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.2 , as to which the obligation of Buyer shall continue solely with respect to the specific matters in such Claim Notice until the liability of Buyer shall have been determined pursuant to this Article XI , and Buyer shall have reimbursed all Seller Group Members for the full amount of such Losses and Expenses that are payable with respect to such Claim Notice in accordance with this Article XI .
 
Section 11.3           Notice of Claims .   Any Buyer Group Member or Seller Group Member seeking indemnification hereunder (the “ Indemnified Party ”) shall give promptly to the party obligated to provide indemnification to such Indemnified Party (the “ Indemnitor ”) a notice (a “ Claim Notice ”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided , however , that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced.  Failure to deliver a Claim Notice with respect to a claim in a timely manner shall not be deemed a waiver of the Indemnified Party’s right to indemnification hereunder for Losses and Expenses in connection with such claim; provided , that the amount to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party’s Losses and Expenses would have been less had the Claim Notice been timely delivered.
 
Section 11.4           Determination of Amount .   (a)  In calculating any Loss or Expense, such amounts shall be calculated on an After-Tax Basis and shall be net of any third-party insurance, indemnification or other proceeds (determined net of recovery costs) which have been recovered by the Indemnified Party under any insurance policy or other contract, agreement or undertaking in connection with the facts giving rise to the right of indemnification.  The Indemnified Party shall use commercially reasonable efforts to recover third-party insurance, indemnification or other proceeds that may be recoverable.  If the Indemnified Party receives any such recovery for any matter with respect to which it has previously been indemnified hereunder, the amount of such recovery shall promptly be transferred to the Indemnitor.
 
(b)           After the giving of any Claim Notice pursuant to Section 11.3 , the amount of indemnification to which an Indemnified Party shall be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree.  The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.
 
Section 11.5           Third Person Claims .   (a)  Any party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Party (a “ Third Person Claim ”) shall notify the Indemnitor in writing, and in reasonable detail, of the Third Person Claim within a reasonable
 
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period after receipt by such Indemnified Party of written notice of the Third Person Claim.  Thereafter, the Indemnified Party shall deliver to the Indemnitor, within a reasonable period after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitor relating to the Third Person Claim.  Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a Third Person Claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within five (5) business days after receipt thereof and shall deliver to the Indemnitor within seven (7) business days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the Third Person Claim.  The failure to give notice as provided in this Section 11.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure.
 
(b)           If any claim or demand shall be asserted by any Person in respect of which payment may be sought by one party hereto from the other party under the provisions of this Article XI , the Indemnified Party shall promptly cause written notice of the assertion of any such claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnitor.  Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall refer to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based and describe in reasonable detail the facts giving rise to an alleged basis for the claim and, if known and reasonably assessable, the amount of the liability asserted against the Indemnitor by reason of the claim.  In the event of the initiation of any legal proceeding against the Indemnified Party by a third Person, the Indemnitor shall have the sole and absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice and to control, defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Loss indemnified against hereunder; provided , however , that notwithstanding any such election by the Indemnitor, the Indemnified Party may participate in any such proceeding at any time, and may employ separate counsel of its choice and at its expense, except that the Indemnitor shall bear the reasonable fees, costs and expenses of any such separate counsel if (i) joint defense would involve a conflict of interest under applicable professional standards or (ii) the Indemnitor shall have authorized in writing the Indemnified Party to employ separate counsel at the Indemnitor’s expense.  Each of the parties hereto agrees to cooperate fully with the other party in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand and to make available to the other party all witnesses, pertinent records, materials and information in such party’s possession or under such party’s control relating thereto as is reasonably required by the other party.  To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnified Party defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Party may retain counsel, at the expense of the Indemnitor, and control the defense of such proceeding; provided , however , that the Indemnitor shall be obligated pursuant to this Section 11.5 to pay for only one firm of counsel for all Indemnified Parties.  Neither the Indemnitor nor the Indemnified Party may settle any such proceeding which settlement obligates the other party to pay money, to perform obligations or to admit liability without the written consent of the other party, such consent not to be unreasonably withheld.  If the Indemnified Party shall refuse to consent to the settlement of any Third Person Claim, so long as only money damages are involved and there is a full release of liability or wrongdoing with respect to the Indemnified Party, the liability of the Indemnitor in respect of such Third
 
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Person Claim shall not exceed the amount for which the Third Person Claim could have been settled plus the amount of expenses incurred by the Indemnified Party prior to the time of and in connection with the proposed settlement to which it is entitled to indemnification.  After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnified Party and the Indemnitor shall arrive at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnified Party shall forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and the Indemnitor shall pay all of the sums so owing to the Indemnified Party by wire transfer, certified or bank cashier’s check within 30 days after the date of such notice.
 
(c)           To the extent of any inconsistency between this Section 11.5 and Section 8.1(c)  (relating to Tax contests), the provisions of Section 8.1(c)  shall control with respect to Tax contests.
 
Section 11.6           Limitations .  (a)  In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Article XI , such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the Expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter.
 
(b)           Except for amounts paid to a third party in respect of a Third Person Claim, in no event shall any party be liable for any special, incidental, consequential (including loss of revenues or profits), exemplary or punitive damages or diminution of value or any damages based on any type of multiple, whether arising under any legal or equitable theory or arising under or in connection with this Agreement, all of which are hereby excluded by agreement of the parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages.
 
(c)           Aon shall not be required to indemnify and hold harmless any Buyer Group Member pursuant to Section 11.1(a)  if, and solely to the extent, the matter for which the indemnity in question was reflected, reserved or accrued for in the computation of the Purchase Price pursuant to Section 4.5 .
 
(d)           Except for fraud and remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance), if the Closing occurs, this Article XI shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Shares contemplated hereby.  Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of Aon or Buyer, after the consummation of the purchase and sale of the Shares contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby.
 
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Section 11.7           Mitigation .   Each of the parties agrees to take all commercially reasonable steps to mitigate their respective Losses and Expenses upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any Losses and Expenses that are indemnifiable hereunder.
 
ARTICLE XII 
TERMINATION
 
Section 12.1           Termination .   Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to or on the Closing Date:
 
(a)           by the mutual consent of Buyer and Aon;
 
(b)           by Buyer if Aon shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement, which would give rise to the failure of a condition set forth in Article IX , which breach cannot be or has not been cured by the Termination Date as the same may be extended pursuant to Section 12.1(e) ;
 
(c)           by Aon if Buyer shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article X , which breach cannot be or has not been cured by the Termination Date as the same may be extended pursuant to Section 12.1(e) ;
 
(d)           by Buyer or Aon if any court of competent jurisdiction in the United States or other United States Administrative Authority shall have issued a final and non-appealable order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of any material transaction contemplated hereby; or
 
(e)           by Buyer or Aon if the Closing shall not have occurred on or before June 30, 2008 (the “ Termination Date ”) (or such later date as may be agreed in writing to by Buyer and Aon); provided , however , that either Buyer or Aon may by written notice to the other delivered on or before June 30, 2008 extend the Termination Date until any date prior to August 31, 2008 if the failure of the Closing to have occurred on or before June 30, 2008 shall have resulted from the failure of the condition set forth in Section 9.3 or Section 10.3 ; provided further that the right to terminate this Agreement pursuant to this Section 12.1(e)  shall not be available to any party whose failure to fulfill any of its obligations contained in this Agreement has been the cause of, or resulted in, the failure of the Closing to have occurred on or prior to the aforesaid date.
 
Section 12.2           Notice of Termination .   Any party desiring to terminate this Agreement pursuant to Section 12.1 shall give written notice of such termination to the other party to this Agreement.
 
Section 12.3           Effect of Termination .   If this Agreement shall be terminated pursuant to this Article XII , all further obligations of the parties under this Agreement (other than Sections 13.2 and 13.10 ) shall be terminated without further liability of any party to the other; provided , however , that nothing herein shall relieve any party from liability for its willful breach of this Agreement.
 
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Section 12.4           Specific Performance .   The parties agree that irreparable damage would occur in the event that any of the terms or provisions of this Agreement related to the closing of the transactions contemplated hereby were not performed in accordance with their specific wording or were otherwise breached.  It is accordingly agreed that, notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States of America or any state having jurisdiction, such remedy being in addition to any other remedy to which any party may be entitled at law or in equity.
 
ARTICLE XIII 
GENERAL PROVISIONS
 
Section 13.1           Survival of Representations and Warranties .   All representations and warranties contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement through the period during which claims for indemnification may be made for such representations and warranties pursuant to Article XI (at which time such representations and warranties shall terminate).
 
Section 13.2           Confidential Nature of Information .  Each party hereto agrees that all documents, materials and other information which it shall have obtained regarding the other parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents shall be held in confidence pursuant to the Confidentiality Agreement, which Confidentiality Agreement shall terminate at Closing.
 
Section 13.3           No Public Announcement .   Neither Buyer nor Aon shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by law, in which case the other party shall be advised and the parties shall use their reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided , however , that the foregoing shall not preclude communications or disclosures (i) necessary to implement the provisions of this Agreement or to comply with the accounting and the Securities and Exchange Commission disclosure obligations or the rules of any stock exchange or (ii) with public stockholders and/or analysts in the ordinary course of business for a transaction of the type contemplated by this Agreement.
 
Section 13.4           Notices .   All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered when delivered personally, by facsimile or when sent by registered or certified mail (postage prepaid, return receipt requested) or by an internationally recognized overnight courier service addressed as follows:

 	If to Buyer, to:	 	
 	 	 	
 	Munich-American Holding Corporation	 	
 	555 College Road East	 	
 
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 	Princeton, New Jersey 08543	 	
 	Attention: General Counsel	 	
 	Facsimile: (609) 243-4295	 	
 	 	 	
 	with a copy (which shall not constitute notice) to:	 	
 	 	 	
 	Dewey & LeBoeuf LLP	 	
 	125 West 55 th Street	 	
 	New York, New York 10019	 	
 	Attention:	James R. Dwyer	 	
 	 	Gary D. Boss	 	
 	Facsimile: (212) 424-8500	 	
 	 	 	
 	If to Aon, to:	 	
 	 	 	
 	Aon Corporation	 	
 	Aon Center	 	
 	200 East Randolph Street	 	
 	Chicago, Illinois 60601	 	
 	Attention: Richard E. Barry	 	
 	Facsimile: (312) 381-6165	 	
 	 	 	
 	with a copy (which shall not constitute notice) to:	 	
 	 	 	
 	Sidley Austin LLP	 	
 	One South Dearborn Street	 	
 	Chicago, Illinois 60603	 	
 	Attention:	Frederick C. Lowinger	 	
 	 	Gary D. Gerstman	 	
 	Facsimile: (312) 853-7036	 	
 
or to such other address as such party may indicate by a notice delivered to the other party hereto.
 
Section 13.5           Successors and Assigns .   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided , however , that neither party to this Agreement may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other party to this Agreement; provided , further , that nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto or their successors or permitted assignees) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement except for the rights, benefits and remedies granted specifically to Indemnified Parties under Section 11.5 .
 
Section 13.6           Access to Records after Closing .   (a)  For a period of six (6) years after the Closing Date, Aon and its representatives shall have reasonable access to all of the books and records of the Companies and the Subsidiaries to the extent that such access may reasonably
 
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be required by Aon in connection with matters relating to or affected by the operations of the Companies and the Subsidiaries prior to the Closing Date.  Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours.  Aon shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a) .  If Buyer, the Companies or the Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Aon a reasonable opportunity, at Aon’s expense, to segregate and remove such books and records as Aon may select.
 
(b)           For a period of six (6) years after the Closing Date, Buyer and its representatives shall have reasonable access to all of the books and records of Aon relating to the Companies and the Subsidiaries after the Closing Date.  Such access shall be afforded by Aon upon receipt of reasonable advance notice and during normal business hours.  Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.6(b) .  If Aon shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Aon shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.
 
Section 13.7           Entire Agreement; Amendments .   This Agreement, the Exhibits and Schedules referred to herein, the documents and other instruments delivered pursuant hereto, the Seller Ancillary Agreements, the Buyer Ancillary Agreements and the Confidentiality Agreement contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all other prior representations, warranties, agreements, understandings or letters of intent between or among any of the parties hereto.  This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of the parties hereto.
 
Section 13.8           Interpretation .   Disclosure of any fact or item in any Schedule hereto referenced by a particular section in this Agreement shall be deemed to have been disclosed with respect to every other section in this Agreement to the extent that it is reasonably apparent that such disclosure would apply to such other section.  Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not material for purposes of this Agreement.  Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the ordinary course of business for purposes of this Agreement.
 
Section 13.9           Waivers .   Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof.
 
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Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party.  The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision.  No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.
 
Section 13.10         Expenses .   Except as expressly set forth herein, each party hereto will pay all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel,  independent public accountants and other advisors.
 
Section 13.11         Partial Invalidity .   Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.
 
Section 13.12         Execution in Counterparts .   This Agreement may be executed in counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to the other party.
 
Section 13.13         Further Assurances .   Upon the terms and subject to the conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Requirements of Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including:  (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (iii) the execution and delivery of such instruments, and the taking of such other actions, as the other party hereto may reasonably require in order to carry out the intent of this Agreement.
 
Section 13.14         Disclaimer of Warranties .   Aon makes no representations or warranties with respect to any projections, forecasts or forward-looking information provided to Buyer.  There is no assurance that any projected or forecasted results will be achieved.  EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, AON IS SELLING THE SHARES (AND THE BUSINESS AND ASSETS OF THE COMPANIES AND THE SUBSIDIARIES REPRESENTED THEREBY) ON AN “AS IS, WHERE IS” BASIS AND AON DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER
 
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EXPRESS OR IMPLIED.  AON MAKES NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER.  Buyer acknowledges that neither Aon nor any of its representatives or Affiliates or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any memoranda, charts or summaries heretofore made available by Aon or its representatives or Affiliates to Buyer or any other information which is not included in this Agreement or the Schedules hereto, and none of Aon, nor any of its representatives or its Affiliates or any other Person will have or be subject to any liability to Buyer, any Affiliate of Buyer or any other Person resulting from the distribution of any such information to, or use of any such information by, Buyer, any Affiliate of Buyer or any of their agents, consultants, accountants, counsel or other representatives.  Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that Aon makes no representation or warranty with respect to, and nothing contained in this Agreement, or in any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby is intended or shall be construed to be a representation, warranty or guarantee as to (a) the ultimate loss development with respect to any reserves of the Companies or (b) the ultimate loss development with respect to such reserves of the Companies on any “line item” or asset, liability or equity amount (it being understood for the avoidance of doubt that the foregoing shall in no way limit or otherwise affect any of the representations and warranties set forth in Sections 5.5(a) , 5.22(a)  or 5.24(e) , or the delivery of the Final Closing Balance Sheet in the manner and pursuant to the requirements of Section 4.5 ).  Buyer acknowledges and agrees that it is not entitled to rely upon any representations or warranties or other statements of fact or opinion, other than the representations and warranties expressly set forth in this Agreement.
 
Section 13.15         Governing Law; Submission to Jurisdiction .  This Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of New York.  By the execution and delivery of this Agreement, Buyer and Aon submit to the personal jurisdiction of any state or federal court in the State of Illinois in any suit or proceeding arising out of or relating to this Agreement.
 
Section 13.16         Waiver of Jury Trial .   Each of Buyer and Aon hereby expressly, irrevocably and unconditionally waives any right to trial by jury in any dispute, whether sounding in contract, tort or otherwise, between Buyer and Aon arising out of or related to the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements or Buyer Ancillary Agreements, or any other instrument or document executed or delivered in connection herewith or therewith.  Either Buyer or Aon may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of the parties to the waiver of their right to trial by jury.
 
[Remainder of page intentionally left blank; signature page follows.]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 	AON CORPORATION	
 	 	
 	By:	/s/	Diane M. Aigotti	
 	Name:	Diane M. Aigotti	
 	Title:	Senior Vice President and Treasurer	

 	MUNICH-AMERICAN HOLDING
CORPORATION	
 	 	
 	By:	/s/	Robin H. Wilcox	
 	Name:	Robin H. Wilcox	
 	Title:	SVP, General Counsel and Secretary	

Signature Page to Stock Purchase Agreement

 
Annex A
 
Subsidiaries

Name of Subsidiary	 	State of Incorporation	 	Owner of Capital Stock
of Subsidiary	
 	 	 	 	 	
OHM Services of Texas, Inc.	 	Texas	 	Olympic Health Management Systems, Inc.	
Olympic Health Management Services, Inc.	 	Washington	 	Olympic Health Management Systems, Inc.	

Exhibit 10.9
 
AON CORPORATION
OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
 
(a subplan of the Aon Stock Incentive Plan)
 
1.            Purpose:
 
The name of this plan is the Aon Corporation Outside Director Deferred Compensation Plan (the “Plan”). Its purpose is to provide directors of Aon Corporation (the “Company”) who are not employees of the Company or any of its subsidiaries (“Outside Directors”) with the opportunity to defer cash fees earned as an Outside Director. The Plan shall be effective as of January 1, 2003.
 
2.            Administration:
 
The Plan shall be administered by the Organization and Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”). The Committee shall have the authority to adopt rules and regulations for carrying out the Plan, to delegate its administrative responsibilities, as it shall, from time to time, deem advisable, and to interpret, construe, and implement the provisions thereof. Any decision or interpretation of any provision of the Plan adopted by the Committee shall be final and conclusive. Furthermore, the Committee may obtain such advice or assistance, as it deems appropriate from persons not serving on the Committee.
 
3.            Eligibility:
 
Any Outside Director shall be eligible to participate in the Plan. An Outside Director shall become a participant after making an election to participate (the “Participant”) on such forms as required by the Committee and in accordance with Section 4.
 
4.            Elections:
 
On or before the meeting of the Board next following the annual meeting of the Company’s stockholders for a year (the “Annual Meeting of the Board”), each Outside Director shall be entitled to make an election to defer receipt of all or 50% of the fees to which the Outside Director may become entitled to receive for serving as an Outside Director of the Company, including fees to which the Outside Director may become entitled for serving as a member of any committee of the Board (collectively, “Director’s Fees”), during the period beginning on such Annual Meeting of the Board and ending on the next Annual Meeting of the Board.
 
Elections made pursuant to this Section 4 shall remain in effect until such time as they are amended by the Participant. Any amendment will take place effective with the next Annual Meeting of the Board or earlier if permitted by the Committee.
 
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5.            Deemed Investment of Deferred Amounts:
 
(a)           Stock Accounts . Unless a Participant otherwise elects pursuant to paragraph (b) of this Section 5, each Participant shall have established for his or her benefit an account (“Stock Account”) to which all deferred Director’s Fees shall be credited as stock units representing shares of the Company’s common stock, $1.00 par value (“Common Stock”). The number of stock units so credited to a Participant’s Stock Account will be determined by dividing the deferred amount by the Market Value (defined below) of a share of Common Stock on the day the deferred amount would have been payable to the Participant had it not been deferred. The “Market Value” of a share of Common Stock on any day is the arithmetic mean of the high and low selling prices of the Common Stock on the New York Stock Exchange on such date (or, if the New York Stock Exchange was not open for trading or the Common Stock was not traded on that day, the immediately preceding day that the New York Stock Exchange was open for trading and the Common Stock was traded).
 
As of each dividend payment date, each Participant’s Stock Account shall be credited with the dividends that would be paid with respect to the shares of Common Stock represented by the stock units credited to the Participant’s Stock Account on the dividend record date as if the Participant owned such shares as of the record date. Dividends will be credited as if reinvested in whole or fractional shares of Common Stock at the Market Value on the dividend payment date.
 
In the event of a recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares of the Company, the Committee may make such equitable adjustments, to prevent dilution or enlargement of rights, as it may deem appropriate in the number and class of shares represented by the stock units credited to a Participant’s Stock Account.
 
(b)           Cash Accounts . A Participant may elect, at the same time that a deferral election is made, to have all or 50% of the deferred amount credited to an account established for his or her benefit (“Cash Account”). Each Participant’s Cash Account shall be credited with interest, compounded semiannually, at the annual rate determined as of January 1 and July 1 of each year by averaging the six-month Treasury Bill yield as published monthly by Board of Governors of the Federal Reserve System on a bank discount basis through the secondary market for the last six months immediately prior thereto.
 
(c)           As of the last business day of the quarter in which the Annual Meeting of the Board occurs, amounts may be transferred between a Participant’s Stock Account and Cash Account.
 
6.            Method of Distribution:
 
(a)           Number of Payments . At the time a Participant elects to defer Director’s Fees pursuant to Section 4, the Participant may also make an election to have his or her Accounts distributed in a specified number of annual installments, not in excess of 10. The most recently filed election in effect at the time distributions commence pursuant to paragraph (b) of this
 
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Section 6 shall govern. If no such election is made by a Participant, the Participant’s Accounts shall be distributed in a single lump sum.
 
(b)          Time of Payment . Distributions shall commence in the month of January next following the date on which a Participant retires, becomes unable to fulfill his duties as a director due to death or disability or otherwise ceases to serve as a director.
 
(c)           Withdrawals for Immediate Financial Needs . Amounts deferred under the Plan may be distributed at the discretion of the Committee based on immediate financial need of the Participant or the Participant’s beneficiary. Such distributions shall occur only if the Participant or the Participant’s beneficiary suffers an extreme financial hardship occasioned by an unforeseeable event. Extreme financial hardship means an immediate catastrophic financial need occasioned by (1) an event such as death, total disability, serious injury or illness of the Participant, or the Participant’s beneficiary, a spouse, or dependent, or (2) extreme financial reversal. Adequate proof of extreme financial hardship must be provided to the Committee. Distributions for extreme financial hardship may not exceed the amount required to meet the hardship and may be made only if the Committee finds that extreme financial hardship may not be met from other resources reasonably available to the Participant or the Participant’s beneficiary including liquidation of investment assets, liquidation of luxury assets, loans from financial institutions or other sources.
 
(d)          Form of Payment . Distributions from a Participant’s Cash Account will be made in cash. Distributions from a Participant’s Stock Account will be made in shares of Common Stock with fractional shares payable in cash; provided, however, that a Participant may elect prior to the receipt of any amount from his or her Stock Account to have all distributions from his or her Stock Account paid in cash. Cash payments from a Participant’s Stock Account will be based on the Market Value of a share of Common Stock on the last day of the month preceding the payment date.
 
(e)           Beneficiary . If a Participant dies before receiving all amounts credited to such Participant’s Accounts, the undistributed amounts shall be distributed to the Participant’s beneficiary or beneficiaries in accordance with the last effective beneficiary designation form filed by the Participant with the Company. Such undistributed amounts will be distributed in the same manner and at the same time as had been elected by the Participant prior to such Participant’s death. If a Participant has failed to designate a beneficiary, the Participant’s Accounts shall be distributed to the Participant’s estate.
 
7.           Participant’s Rights:
 
Nothing in the Plan shall confer on a Participant any right to continue as a director of the Company.
 
All amounts deferred or otherwise held for the account of a Participant under the Plan shall remain the sole property of the Company. With respect to such amounts, the Participant is merely a general creditor, and any obligation of the Company hereunder is purely contractual and shall not be funded or secured in any way.
 
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8.           Nonalienability:
 
No amounts, whether deferred or distributable, shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, whether voluntary or involuntary, including any liability which is for alimony or other payments for the support of a spouse or former spouse.
 
9.           Amendment and Termination:
 
The Board reserves the right to amend, modify or terminate the Plan at any time, subject to any applicable rule or regulation.
 
10.         Governing Law:
 
Except to the extent superseded by federal law, the laws of Illinois shall be controlling in all matters relating to the Plan.
 
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Exhibit 10.12
 
AON CORPORATION
OUTSIDE DIRECTOR STOCK AWARD
AND RETIREMENT PLAN
 
(as amended and restated effective January 1, 2003)
(a subplan of the Aon Stock Incentive Plan)
 
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AON CORPORATION
OUTSIDE DIRECTOR STOCK AWARD
AND RETIREMENT PLAN
 
(as amended and restated effective January 1, 2003)
(a subplan of the Aon Stock Incentive Plan)
 
1.              Purpose:
 
Aon Corporation (the “Company”) previously maintained the 1994 Amended and Restated Outside Director Stock Award Plan (the “1994 Plan”) as a separate plan. The Aon Stock Incentive Plan (the “Stock Incentive Plan”) replaced the 1994 Plan and the other incentive compensation plans under which shares of the Company’s common stock may be issued. The Company has established this Outside Director Stock Award and Retirement Plan (the “Plan”) as a subplan within the Stock Incentive Plan to provide for the granting of Annual Awards, Past Service Retirement Awards and Future Service Retirement Awards (defined below) following the replacement of the 1994 Plan by the Stock Incentive Plan. The purposes of the Plan are to attract and retain well qualified persons for service as directors of the Company, who are not employees of the Company or any of its subsidiaries (“Outside Directors”); and to provide such Outside Directors with the opportunity to increase their proprietary interest in the Company, and thereby to increase their personal interest in the Company’s continued success, through the payment of a portion of directors’ fees and through the payment of retirement income in the form of shares of the Company’s common stock, $1.00 par value (“Common Stock”).
 
2.              Administration:
 
The Organization and Compensation Committee (the “Committee”) of the Board of Directors of the Company will have the responsibility and authority to administer and interpret the provisions of the Plan.
 
In administering the Plan, the Committee may employ attorneys, consultants, accountants or other persons, and the Company and the Committee shall be entitled to rely upon the advice, opinions or valuations of any such persons. All usual and reasonable expenses of the Committee shall be paid by the Company. No member of the Committee shall be personally liable for any
 
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action, determination or interpretation taken or made with respect to the Plan or awards made thereunder, and all members of the Committee shall be fully indemnified and protected by the Company in respect of any such action, determination or interpretation, in the absence of a fraudulent act or omission.
 
3.              Eligibility:
 
Awards under the Plan shall be available to all Outside Directors; provided, that no director who is an employee of the Company or any of its subsidiaries shall be eligible for participation in the Plan.
 
4.              Awards:
 
(a)            Annual Awards:   At each meeting of the Board of Directors of the Company (the “Board”) next following the annual meeting of the Company’s stockholders (the “Annual Meeting of the Board”), each Outside Director shall be awarded a number of shares of Common Stock the value of which shall be equivalent to $50,000 (the “Annual Award”), subject to and in accordance with the terms of Section 5. The Annual Award shall be determined by dividing $50,000 by the average Market Value (as hereinafter defined) of a share of Common Stock for the period January 1 through March 31 of the calendar year of the Annual Meeting of the Board, rounded up to the next full share.
 
In the case of an Outside Director who becomes an Outside Director other than at the annual meeting of the Company’s stockholders (the “Annual Meeting of Stockholders”) in any year, such Outside Director shall be awarded a prorated portion, rounded up to the next full share, of the number of shares of Common Stock the Outside Director would have received as an Annual Award if the Outside Director had become an Outside Director at the immediately preceding Annual Meeting of Stockholders based on the number of full months between the date on which such Outside Director becomes an Outside Director and the next Annual Meeting of the Board.
 
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(b)            Retirement Awards:
 
(i)             An account (“Bookkeeping Account”) shall be established for each Outside Director’s Past Service Retirement Awards and Future Service Retirement Awards (collectively, “Retirement Awards”) and deferred Annual Awards.
 
(ii)            The Bookkeeping Account of each Outside Director in office as of April 15, 1994 will be credited as of each Annual Meeting of the Board with stock units representing shares of Common Stock with a Market Value on the date of the Annual Meeting of the Board equivalent to the product of (a) such Outside Director’s years of past service as an Outside Director of the Company as of April 15, 1994, subject to a maximum of 10 years, multiplied by (b) ten thousand dollars ($10,000) and divided by (c) the number of prospective full years of service from April 15, 1994 to such Outside Director’s Mandatory Retirement Date (the “Past Service Retirement Award”).
 
(iii)           The Bookkeeping Account of each Outside Director will also be credited as of each Annual Meeting of the Board with stock units representing shares of Common Stock with a Market Value on the date of the Annual Meeting of the Board equivalent to twenty thousand dollars ($20,000) (the “Future Service Retirement Award”).
 
(iv)           The “Market Value” of a share of Common Stock as of any date shall mean the arithmetic mean of the high and low selling prices of the Common Stock on the New York Stock Exchange on such date (or, if the New York Stock Exchange was not open for trading or the Common Stock was not traded on that day, the immediately preceding day that the New York Stock Exchange was open for trading and the Common Stock was traded).
 
(v)            All accumulated stock units credited to an Outside Director’s Bookkeeping Account pursuant to this subparagraph (b) (hereinafter referred to as
 
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“Retirement Stock Units”) shall vest at the rate of ten percent per year of total service; provided, however, that all Retirement Stock Units credited to an Outside Director’s Bookkeeping Account pursuant to this subparagraph (b) shall be 100% vested at the time of such Outside Director’s Mandatory Retirement Date. As used herein, a “year of total service” means that period of time measured from an Annual Meeting of Stockholders to the next following Annual Meeting of Stockholders. As used herein an Outside Director’s “Mandatory Retirement Date” shall mean the next regularly scheduled Annual Meeting of Stockholders immediately following the Outside Director’s attainment of age 75.
 
(vi)           If an Outside Director retires on or after the Mandatory Retirement Date, beginning as soon as practicable after first day of the year following the later of an Outside Director’s Mandatory Retirement Date or the date the Outside Director ceases to serve as a director, the number of vested Retirement Stock Units credited to the Outside Director’s Bookkeeping Account will be distributed to the retired Outside Director in the form of shares of Common Stock in ten equal annual installments.
 
If an Outside Director retires prior to the Outside Director’s Mandatory Retirement Date, the distribution of vested Retirement Stock Units shall be made as soon as practicable after the first day of the year following date the Outside Director’s services to the Board cease and shall then be paid in the form of shares of Common Stock in ten equal annual installments.
 
In the event of an Outside Director’s death following retirement from the Board any remaining installments of Retirement Stock Units payable pursuant to this subparagraph (b)(vi) shall be distributed in the form of shares of Common Stock to the Outside Director’s designated beneficiary or if none then to the Outside Director’s estate.
 
(vii)          In the event that an Outside Director becomes unable to fulfill his duties as a director due to death or disability the number Retirement Stock Units (based on the Market Value of a share of Common Stock on the date of the immediately
 
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preceding Annual Meeting of the Board) that would have been credited to the Outside Director as Past Service Retirement Awards from such date through the Outside Director’s Mandatory Retirement Date shall be immediately credited to the Outside Director’s Bookkeeping Account, all Retirement Stock Units credited to the Outside Director’s Bookkeeping Account shall be 100% vested and shall be distributed to the Outside Director, or to the Outside Director’s designated beneficiary, or if none to the Outside Director’s estate, in the form of shares of Common Stock in ten equal annual installments commencing as soon as practicable after the first day of the year following the Outside Director’s death or determination of disability.
 
5.              Terms and Conditions:
 
The shares of Common Stock received under an Annual Award by an Outside Director who does not elect to defer receipt of such shares as provided in Section 6, shall, unless otherwise elected by the Outside Director in a registration form filed no later than 60 days after the shares are distributable to the Outside Director, be registered in the name of the Outside Director as the “Stockholder of Record” and the Outside Director shall immediately become entitled to all dividends paid on the Company’s Common Stock and to all voting rights accorded the Company’s Common Stock.
 
6.              Deferment of Annual Award:
 
(a)            Each year an Outside Director may make an irrevocable election to defer the receipt of the shares of Common Stock subject to the Annual Award for such year until the date the Outside Director retires, becomes unable to fulfill his duties as a director due to death or disability or otherwise ceases to serve as a director (or, in the case of an Annual Award that was deferred prior to the 2003 Annual Meeting of the Board, such other date agreed upon between the Outside Director and the Company) (the “Distribution Date”). Such election shall be made each year in advance of the date of the Annual Meeting of Stockholders at which the Outside Director is standing for election. In the case of an Outside Director who is elected to the Board other than at the Annual Meeting of Stockholders, such election to defer shall be in advance of the Board meeting at which the Outside Director is standing for election.
 
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(b)            Each Outside Director’s Bookkeeping Account shall be credited with the number of stock units representing the shares of Common Stock deferred from time to time by such Outside Director (hereinafter referred to as “Annual Stock Units”). The Annual Stock Units credited to an Outside Director’s Bookkeeping Account shall be immediately vested.
 
(c)            An Outside Director’s Annual Stock Units will be distributed to the Outside Director in the form of shares of Common Stock on the first day of the year following the applicable Distribution Date, or, if so elected by the Outside Director on the applicable deferral election form, in equal annual installments over a period of up to ten years.
 
7.              Annual Awards Deemed Dividend Reinvestment:
 
Each Outside Director’s Bookkeeping Account shall be credited on each dividend payment date with the number of Annual Stock Units (including fractional units) equal to the amount of cash dividends such Outside Director would have received on such dividend payment date had the Outside Director actually owned the number of shares of Common Stock represented by the Annual Stock Units credited to his or her Bookkeeping Account on the dividend record date divided by the Market Value of a share of Common Stock on the dividend payment date.
 
8.              Withdrawals for Immediate Financial Needs:
 
Amounts deferred under the Plan may be distributed at the discretion of the Committee based on immediate financial need of the Outside Director or the Outside Director’s designated beneficiary. Such distributions shall occur only if the Outside Director or the Outside Director’s designated beneficiary suffers an extreme financial hardship occasioned by an unforeseeable event. Extreme financial hardship means an immediate catastrophic financial need occasioned by (1) an event such as death, total disability, serious injury or illness of the Outside Director or the Outside Director’s designated beneficiary, a spouse, or dependent, or (2) extreme financial reversal. Adequate proof of extreme financial hardship must be provided to the Committee. Distributions for extreme financial hardship may not exceed the amount required to meet the hardship and may be made only if the Committee finds that extreme financial hardship may not be met from other resources reasonably available to the Outside Director or the Outside
 
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Director’s designated beneficiary including liquidation of investment assets, liquidation of luxury assets, loans from financial institutions or other sources.
 
9.             Company’s Obligation:
 
The Company’s obligation with respect to each Outside Director’s Bookkeeping Account shall be a general liability of the Company and the Company shall not be required to fund in any manner any-such Bookkeeping Account. Any shares of Common Stock deliverable with respect to any Outside Director’s Bookkeeping Account shall come solely from the general assets of the Company. The rights of an Outside Director with respect to his or her Bookkeeping Account shall be those of an unsecured general creditor. An Outside Director shall not have the right to vote any shares of Common Stock represented by stock units credited to his or her Bookkeeping Account, until shares of Common Stock are distributed to the Outside Director.
 
10.           Transferability:
 
Annual Stock Units and Retirement Stock Units shall not be transferable other than by will or the laws of descent and distribution, and shares of Common Stock shall not be receivable with respect to Annual Stock Units and Retirement Stock Units prior to the applicable distribution date hereunder.
 
11.           Regulatory Compliance and Listing:
 
The delivery of any shares of Common Stock under this Plan may be postponed by the Company for such period as may be required to comply with Federal or State securities laws, including listing requirements, national securities exchange requirements and any other law or regulation applicable to the delivery of such shares. The Company shall not be obligated to deliver any shares of Common Stock under this Plan if such delivery shall constitute a violation of any provision of any law or any regulation of any governmental authority or any national securities exchange. In addition, the shares of Common Stock when delivered may be subject to conditions, including transfer restrictions, if such conditions are required to comply with applicable securities law.
 
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12.           No Right to Continue as Outside Director:
 
Nothing contained in this Plan shall be construed as conferring upon an Outside Director the right to continue to be associated with the Company as an Outside Director or in any other capacity.
 
13 .          Amendment or Discontinuance:
 
The Board may amend, rescind or terminate the Plan as it shall deem advisable; provided, however, that no changes may be made in Awards theretofore granted under the Plan which would impair an Outside Director’s rights without his or her consent.
 
14.           Governing Law:
 
This Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Illinois pertaining to contracts made and to be performed wholly within such jurisdiction, except as Federal law may apply.
 
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First Amendment to the
Aon Corporation Outside Directors Stock Award
And Retirement Plan, as Amended and Restated
Effective January 1, 2003
 
WHEREAS, Aon Corporation (the “Company”) has adopted the Aon Corporation Outside Directors Stock Award and Retirement Plan, as amended and restated as of January 1, 2003 (the “Plan”), which is a subplan of the Aon Stock Incentive Plan, as approved and adopted by the Company’s stockholders in 2001; and
 
WHEREAS, the Board of Directors of the Company desires to amend the Plan pursuant to the Board’s authority to do so under Section 13 of the Plan;
 
NOW, THEREFORE, the Plan is hereby amended as follows, effective as of January 1, 2005:
 
Section 4 . The last sentence of Subsection (b)(v) of Section 4, “Awards,” shall be deleted in its entirety and the following substituted in its place:
 
“As used herein an Outside Director’s ‘Mandatory Retirement Date’ shall mean the next regularly scheduled Annual Meeting of Stockholders immediately following the Outside Director’s attainment of age 75; provided, however, that if the Board exercises its authority to extend an Outside Director’s service on the Board beyond such date, the term ‘Mandatory Retirement Date’ shall mean the date the Outside Director ceases his or her service on the Board.”
 
IN WITNESS WHEREOF, Aon Corporation has adopted the First Amendment to the Aon Corporation Outside Directors Stock Award and Retirement Plan, as Amended and Restated Effective January 1, 2003, effective as set forth above.

Exhibit 10.20
 
IMPORTANT NOTICE –  PLEASE READ BEFORE PROCEEDING
 
This grant must be accepted within ninety (90) days of the grant date in order to be eligible to receive any benefits from this grant. Refer to Section 9 Other Provisions, “Need to Accept Grant” for more information.  Additionally, if this is your first grant of stock awards (RSUs) from Aon, please make sure to submit a “Stock Award (RSU) Beneficiary” form now .   The form can be found at www.etrade.com/stockplans in the “Company Info” tab.  The same form is also used to change your beneficiary.
 
AON CORPORATION
2001 AON STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
 
This Restricted Stock Unit Agreement (the “Agreement”) is entered into between Aon Corporation, a Delaware corporation (the “Company”) and the employee (the “Employee”) as listed on the “Notice of Grant of Restricted Stock Units”(the “Notice”).
 
The Company desires to grant the Employee restricted stock units (“RSU’s”), each RSU representing the right to receive a share of Aon common stock (“Common Stock”), $1.00 par value per share of Common Stock, to encourage the Employee to remain in the employ of the Company or its subsidiaries, to provide the Employee with an incentive to contribute to the financial progress of the Company, and to encourage ownership of the Company’s stock by the Employee.
 
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows:
 
1.               Grant of Restricted Stock Units.   The Company grants to the Employee under the 2001 Aon Stock Incentive Plan (the “Plan”) an award of RSU’s as specified in the “Notice of Grant of Restricted Stock Units”.
 
2.               Notice of Grant of Restricted Stock Units.   The Notice shall specify the date of grant (the “Grant Date”), number of RSU’s and the vesting schedule of the RSU’s. The Notice is incorporated herein by reference and the terms of this Agreement are incorporated by reference in the Notice.
 
3.               Tax Withholding Obligations.   Prior to the delivery of shares, the Employee shall deposit with the Company, through means provided for by the Company, an amount of cash equal to the amount determined by the Company to be necessary upon delivery of the shares for any taxes, social security / social insurance contributions, or the like under any government statute. Alternatively, the Company may, at its sole election, a) withhold the required amounts from the Employee’s pay, or b) may permit the Employee, subject to such conditions as the Company shall require, to sell a number of shares otherwise deliverable having a value sufficient to satisfy all or part of the Employee’s estimated total tax obligations associated with vesting of the shares.  The Company shall not deliver any of the shares until and unless the Employee has made the deposit required herein or proper provision for required withholding has been made.
 
4.               Effect of Termination of Employment.
a)               Voluntary termination prior to age 55 .   The unvested portion of the RSU will be forfeited.
b)               Termination due to disability or death .   All unvested RSUs will be fully vested immediately.
c)               Involuntary termination (other than for cause) or voluntary termination on or after age 55 .    The RSU shall be immediately vested pro rata.  The remaining unvested portion of the RSU shall be forfeited.  Pro rata vesting is based on the period of employment since the Grant Date.
d)               Termination for cause .   All unvested shares shall be forfeited.  Termination for cause shall mean performing an act of dishonesty, fraud, theft, embezzlement, or misappropriation involving Employee’s employment with the Company, or breach of the duty of loyalty to the Company; performing an act of race, sex, national origin, religion, disability, or age-based discrimination which after investigation, counsel to the Company reasonably concludes will result in liability being imposed on the Company and / or Employee; material violation of Company policies and procedures including, but not limited to, the Aon
 
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Business Conduct Guidelines and the Aon Code of Ethics; material non-compliance with any terms of an employment agreement; or, performing an act resulting in a criminal felony charge brought against the Employee or a criminal conviction of Employee (other than conviction of a minor traffic violation).
 
5.               Receipt by the Employee of the Prospectus.    The Employee acknowledges receipt of the Plan prospectus that contains the entire Plan, and is incorporated herein by reference.  The Employee represents and warrants that the Employee has read the Plan and agrees that all RSU’s awarded under it shall be subject to all of the terms and conditions of the Plan.
 
6.               Issuance of Shares.    RSUs shall be converted to shares of Common Stock as of the vesting date. Shares of Common Stock will be issued to the Employee as soon as practicable after the vesting date, subject to Section 3 of this Agreement
 
7.               Rights as Shareholder.   The Employee may not have voting or any other right as a shareholder of the Company with respect to the RSU’s. Upon conversion of the RSU to shares of Company Stock, the Employee will obtain full voting and other rights as a shareholder of the Company
 
8.               Additional Covenants
a)               Non-Solicitation Covenant
 
(i)             Business Considerations.   The Company is in the business of providing insurance brokerage, reinsurance brokerage, conventional and alternative risk management products and services, benefits consulting, compensation consulting, human resources consulting, managing underwriting and related insurance services including accounting, claims management and handling, contract wording, information systems, actuarial services and the solicitation and servicing of individual and commercial clients.. An essential element of its business is the development and maintenance of personal contacts and relationships with clients.  Because of these contacts and relationships, it is common for the Company’s clients to develop identification with the employee who services its insurance needs, rather than with the Company itself. The personal identification of clients of the Company with a Company employee creates the potential for the Employee’s appropriation of the benefits of the relationships developed with clients on behalf of and at the expense of the Company.  Since the Company would suffer irreparable harm if Employee left its employ and solicited the insurance or other related business of clients of the Company, it is reasonable to protect the Company against solicitation activities by Employee for a limited period of time after Employee leaves the Company so that the Company may renew or restore its business relationship with its client.
 
(ii)         Covenant Not to Solicit .   Employee hereby covenants and agrees that, except with the prior written consent of the Company, Employee will not for a period of two years after the end of employment compete directly or indirectly in any way with the business of the Company.  For the purposes of this Agreement, “compete directly or indirectly in any way with the business of the Company” means to enter into or attempt to enter into (on Employee’s own behalf or on behalf of any other person or entity) any business relationship of the same type or kind as the business relationship which exists between the Company and its clients or customers to provide services related to the business of the Company for any individual, partnership, corporation, association or other entity who or which was a client or customer for whom the Employee was the producer or on whose account Employee worked or became familiar during 24 months prior to the end of employment.
 
(iii)     Covenant Not to Hire .  The Employee hereby also agrees not to induce or attempt to induce, or to cause any person or other entity to induce or attempt to induce, any person who is an employee of the Company to leave the employ of the Company during the term of the covenant set forth in (ii) above.
 
(iv)        Acknowledgments .    The Company and the Employee acknowledge and agree that the covenants contained in (ii) and (iii) are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effect on the Employee and the public. The parties acknowledge that the purpose and effect of
 
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the covenants simply are to protect the Company for a limited period of time from unfair competition by the Employee.
 
Nothing in this Agreement shall prohibit the Employee from obtaining a livelihood. The intent of the parties is that the restrictive covenant of non-solicitation by the Employee is limited to those clients and customers of the Company, as reflected by the books of the Company, during the 24 months prior to the end of Employee’s employment with the Company.
 
b)               Company’s Right to Injunctive Relief; Attorneys’ Fees.    The Employee acknowledges that the Employee’s services to the Company are of a unique character which gives them a special value to the Company, the loss of which cannot reasonably or adequately be compensated in damages in an action at law, and that a breach of this Agreement will result in irreparable and continuing harm to the Company, and that therefore, in addition to any other remedy which the Company may have at law or in equity, the Company shall be entitled to injunctive relief for a breach of this Agreement by Employee.   In the event that the Company brings an action to enforce the terms and conditions of this Agreement, Employee shall pay the costs and expenses incurred by the Company in bringing such action, including legal fees.
 
c)               Trade Secrets and Confidential Information.    Employee acknowledges that the Company’s business depends to a significant degree upon the possession of information which is not generally known to others, and that the profitability of such business requires that this information remain proprietary to the Company.  The Employee shall not, except as required in the course of employment by the Company, disclose or use during or subsequent to the course of employment, any trade secrets or confidential or proprietary information relating to the business of the Company of which the Employee becomes aware by reason of being employed or to which Employee gains access during his employment by the Company and which has not been publicly disclosed (other than by Employee in breach of this provision).
 
Such information includes client and customer lists, data, records, computer programs, manuals, processes, methods and intangible rights which are either developed by the Employee during the course of employment or to which the Employee has access.  All records and equipment and other materials relating in any way to any confidential information relating to clients or business of the Company shall be and remain the sole property of the Company during and after the end of employment.
 
d)               In the event this program is determined to be a “deferred compensation plan” subject to Section 409A of the Internal Revenue Code of 1986, as amended, the Company shall as necessary adopt such conforming amendments as are necessary to comply with Section 409A.
 
9.                                       Other Provisions
a)               Plan Terms Take Precedence over Agreement Terms.   RSUs are granted pursuant to the Plan, the terms and condition of which are incorporated into this Agreement by reference.  If there are any inconsistencies between the terms of this Agreement and the Plan, the terms of the Plan will govern.
 
b)               Prior Agreement(s) Will Not Control.    Employee’s acceptance of this Agreement will supersede provisions of any prior agreement that could be construed as governing the terms of this grant.
 
c)               Restriction on Transfer.   Unless the RSUs are vested as provided above, they may not be sold, transferred, pledged, assigned, or otherwise alienated at any time.
 
d)               Right of Employment.    Grants of RSUs under the Plan and of this Agreement do not confer upon Employee any right to continue in the employ of the Employer.
 
e)               Beneficiary.    An Employee’s “beneficiary” means the person(s) or entity designated by the Employee in the most recent written beneficiary designation form filed with the Company to receive the benefits specified under the Plan upon the death of the Employee, or, if there is no designated beneficiary or surviving designated beneficiary, then the estate of the Employee.
 
f)                 Data Privacy.    Employee understands and authorizes Employer to share Employee’s personal data with the Company, the U.S. parent company.  Employee also understands and authorizes that this data,
 
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as listed below, will be shared with third party vendors hired by the Company to assist in administering the Plan.  Employee consents to the Employee’s Employer sharing of personal data (i.e. identification data, including name, address, telephone; financial data, including account numbers, wages; personal data, including age, gender, date of birth; education related data, including academic curriculum, professional experience; profession related data, including title and description of functions with the Company).  Employee also authorizes Employer and the Company to receive, possess, use, retain, and transfer the data, in electronic form or other, and to further transfer data to third party vendors for purposes of assisting in the administration and managing Employee’s participation in the Plan.
 
g)              Need to Accept Grant.    Employee acknowledges that this grant must be accepted within ninety (90) days of the Grant Date in order to be eligible to receive any benefits from this grant. If this grant is not accepted within ninety days, the grant will be cancelled and all benefits under this grant will be forfeited.  To accept this grant, the Employee must access the www.etrade.com/stockplans website and follow the instructions for acceptance.  If this grant was distributed to the Employee via mail, Employee must sign the agreement and return it to Aon’s Executive Compensation Department within ninety (90) days.
 
h)              Computation of Severance / Retirement Benefits.    Benefits and rights acquired under the Plan do not constitute “base salary” or other regular employment earnings.  Accordingly, Employee understands and accepts that benefits provided under the Plan will not be considered in calculating any of the Company’s and its subsidiaries’ obligations to Employee for bonus, retirement, severance, termination, health and welfare, or any other such payments, unless otherwise specified in the applicable plan.
 
i)                 Plan Changes / Acquired Rights.  Employee understands and agrees that the Company may terminate, change or otherwise alter the terms and conditions of the Plan at any time, and that any such termination, change or alteration will not amount to a breach or breaches, fundamental or otherwise, of Employee’s terms and conditions of employment. The scope of any change in terms is unforeseen; however, potential changes to the Plan may include, but are not limited to, 1) alteration of the discount at which employees are allowed to acquire Company shares, 2) modification of the vesting and/or offering periods, 3) adjustment of the award amounts, and 4) cancellation of the Plan.  Employee hereby elects to participate in the Plan with full knowledge that benefits under the Plan can be terminated or otherwise modified by the Company at its sole discretion at any time.
 
j)                 Waiver.    Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of a subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this Agreement.  Any waiver must be in writing.
 
k)             Severability.    To the extent that the terms set forth in this Agreement or any word, phrase, clause or sentence is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified or deleted in such manner so as to afford the Company the fullest protection commensurate with making this Agreement, as modified, legal and enforceable under applicable laws, and the balance of this Agreement shall not be affected thereby, the balance being construed as severable and independent.
 
l)                 G overning Law.    The validity, interpretation, instruction, performance, enforcement and remedies of or relating to this Agreement, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the substantive laws of the State of Illinois, without regard to the conflict of law principles, rules or statutes of any jurisdiction.   For Employees outside of the United States, this Agreement shall be governed by the applicable regulations or international treaty.
 
m)           Notice .    All notices given hereunder shall be in writing and, if intended for the Company, shall be addressed to it or delivered to it at its principal office to the attention of Executive Compensation Department.  If intended for the Employee, notices shall be delivered personally or shall be addressed (if sent by mail) to the Employee’s then current residence address as shown on the Company’s records, or to such other address as the Employee directs in a notice to the Company.  All notices shall be
 
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deemed to be given on the date received at the address of the addressee or, if delivered personally, on the date delivered.
 
IN WITNESS WHEREOF, the parties have accepted this Agreement as of the date hereof.

AON CORPORATION

/s/ Gregory C. Case	 	
Gregory C. Case	
President and Chief Executive Officer	

(Accept grant online via your www.etrade.com/stockplans account)	 	 	
RSU Recipient (Employee)	 	Date	
 
RSU 06

Exhibit 10.26
 
First Amendment to the
Aon Deferred Compensation Plan
(As Amended and Restated Effective as of November 1, 2002)
 
WHEREAS, the Aon Deferred Compensation Plan (the “Plan”) was originally effective as of October 1, 1994, and was later amended and restated effective as of November 1,2002.
 
WHEREAS, the Board of Directors of Aon Corporation desires to amend the Plan pursuant to the Board’s authority to do so under Section 6.04 of the Plan.
 
NOW, THEREFORE, the Plan is amended as follows effective January 1, 2006:
 
Section 6.04 . Section 6.04 shall be deleted and the following substituted in its place:
 
6.04. Amendment and Termination.   The Plan may, at any time, be amended, modified, or terminated by action of the Board or by action of any person or entity authorized by the Board. Such amendment shall be stated in an instrument in writing. No amendment, modification, or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts accrued in his or her Accounts.
 
IN WITNESS WHEREOF, Aon Corporation has adopted this First Amendment to the Aon Deferred Compensation Plan, effective as set forth above.

Exhibit 10.27
 
Seventh Amendment to
the Aon Deferred
Compensation Plan
As Amended and Restated Effective as of November 1, 2002
 
WHEREAS, Aon Corporation (the “Company”) currently maintains the Aon Deferred Compensation Plan (the “Plan”).
 
WHEREAS, the Company’s Board of Directors desires to amend the Plan pursuant to the authority to do so under Section 6.04 of the Plan to provide for the limited exception to the timing of deferrals under the Plan as permitted by Internal Revenue Service Notice 2005-1, Q&A-21.
 
NOW, THEREFORE, the Plan, as set forth, is amended, effective as of January 1, 2005, by adding the following new sentence immediately after the third sentence of Section 3.01 of the Plan as a part thereof:
 
“Subject to the percentage limit that was described in the preceding sentence, each Employee eligible to participate in the Plan shall be entitled to make an election on or before March 15, 2005 to defer receipt of Compensation or Bonus which (i) relates all or in part to services performed on or before December 31, 2005 and (ii) would be subject to Internal Revenue Code Section 409A upon deferral; provided, such Compensation or Bonus has not been paid, or become payable, at the time such deferral election is made.”
 
IN WITNESS WHEREOF, the Company has caused this Seventh Amendment to be adopted and to be effective as set forth above.

Exhibit 10.30
 
AON CORPORATION
 
EXCESS BENEFIT PLAN
 
TABLE OF CONTENTS

Section	 	 	Page	
 	 	 	 	
 	1	ESTABLISHMENT AND CONSTRUCTION	1	 	
 	 	 	 	 	
 	1.1	Establishment	1	 	
 	 	 	 	 	
 	1.2	Purpose	1	 	
 	 	 	 	 	
 	2	DEFINITIONS AND CONSTRUCTION	2	 	
 	 	 	 	 	
 	2.1	Definitions	2	 	
 	 	 	 	 	
 	2.2	Gender and Number	3	 	
 	 	 	 	 	
 	2.3	Employment Rights	4	 	
 	 	 	 	 	
 	2.4	Severability	4	 	
 	 	 	 	 	
 	2.5	Applicable Law	4	 	
 	 	 	 	 	
 	3	PARTICIPATION	4	 	
 	 	 	 	 	
 	3.1	Eligibility to Participate	4	 	
 	 	 	 	 	
 	4	EXCESS PENSION PLAN BENEFIT	5	 	
 	 	 	 	 	
 	4.1	Amount of Pension Plan Benefits	5	 	
 	 	 	 	 	
 	4.2	Eligibility for EBP Benefits	5	 	
 	 	 	 	 	
 	5	FORM AND COMMENCEMENT OF PENSION BENEFITS	5	 	
 	 	 	 	 	
 	6	GENERAL PROVISIONS	6	 	
 	 	 	 	 	
 	6.1	Administration	6	 	
 	 	 	 	 	
 	6.2	Appointment of a Delegate	6	 	
 	 	 	 	 	
 	6.3	Claims Procedure	7	 	
 	 	 	 	 	
 	6.4	Expenses	8	 	
 	 	 	 	 	
 	6.5	Indemnification and Exculpation	8	 	
 	 	 	 	 	
 	6.6	Corporate Action	9	 	

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Section	 	 	Page	
 	 	 	 	 	
 	6.7	Interests not Transferable	9	 	
 	 	 	 	 	
 	6.8	Effect on Other Benefit Plans	9	 	
 	 	 	 	 	
 	6.9	Tax Liability	9	 	
 	 	 	 	 	
 	7	AMENDMENT AND TERMINATION	10	 	
 	 	 	 	 	
 	 	CERTIFICATON	10	 	

ii

 
AON CORPORATION
 
EXCESS BENEFIT PLAN
 
Article I, Establishment and construction
 
1.1           Establishment . Aon Corporation (the “Company”) hereby establishes, effective as of January 1, 1989, an unfunded deferred compensation plan on behalf of a select group of management or highly compensated employees of any subsidiary of the Company which has adopted the Aon Pension Plan (the “Plan”) . This document defines the provisions of such plan and shall be known as the “Aon Corporation Excess Benefit Plan.”
 
1.2           Purpose . The company maintains the Plan, which is intended to meet the requirements of a “qualified” retirement plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (“Code”). The Plan contains certain restrictions that sometimes result in a diminution of benefits available to certain highly compensated employees. This plan is established to replace benefits lost due to this diminution for eligible employees; and consequently it is intended to be an unfunded deferred compensation plan for a select group of management or highly compensated employees, as described in sections 201(2), 301(a) (3), and 401(a) (1) of the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
1

 
Article II. Definitions and Construction
 
2.1 Definitions . The following terms shall have the meaning stated below unless the context clearly indicates otherwise.
 
(a)            “Actuarial Equivalent” means an amount equal in value to the benefit replaced as determined (i) in accordance with the terms of the Aon Pension Plan with respect to the determination of any form of benefit other than a single sum, and (ii) with respect to a single sum distribution, by using: (A) an assumed annual discount rate equal to the rate specified by the Pension Benefit Annuity Corporation (either immediate or deferred) for use in plan terminations in effect at the date of determination, and (B) assumed mortality in accordance with the 1984 Unisex Pension Mortality Table set back 2 years.
 
(b)           “Annual Earnings” shall have the same meaning as defined in the Aon Pension Plan.
 
(c)            “Beneficiary” means the person designated by a participant of each of the Plans to receive a benefit from each of such Plans on account of the participant’s death.
 
(d)           “Code” means the Internal Revenue Code of 1986, as amended from time to time.
 
(e)            “Committee” shall mean the Organization and Compensation Committee of the Board of Directors of Aon.
 
(f)            “Company” shall mean all operating subsidiaries of Aon Corporation.
 
(g)           “Compensation Limit” means the limitation on the amount of Annual Earnings which may be considered after application of
 
2

 
Code Section 401(a) (17).
 
(h)           “Excess Benefit Plan” or “EBP” shall mean the benefit and contribution arrangements set forth herein.
 
(i)             “Maximum Annual Benefit Limitation” shall mean the limitation imposed by Code section 415 on benefits payable by defined benefit pension plans qualified under Code sections 401(a) including application of the combination limitations of Code section 415(e) to cause a further reduction, if any, of such benefits.
 
(j)             “Member” shall mean a person who accrues a benefit under this Excess Benefit Plan as provided in Section 3.
 
(k)            “Pension Plan”  shall mean the Aon Pension Plan.
 
(1)            “Spouse” means the person to whom a Member is legally married under the laws of the State of the Member’s domicile as of his date of death.
 
(m)           “Subsidiary” means a subsidiary of the Company designated by the Committee to participate in this Excess Benefit Plan.
 
Unless the context clearly indicates otherwise, terms not defined in this document shall have the meaning specified in the Pension Plan, as amended from time to time (if defined therein) . Where the defined meaning is intended, the term is capitalized.
 
2.2           Gender and Number . Except when otherwise indicated by the context, words in the masculine gender shall include the feminine and neuter genders; the plural shall include the singular and the singular shall include the plural.
 
2.3           Employment Rights .  Establishment of the EBP shall not
 
3

 
be construed to give any Member the right to be retained by the Company or any Subsidiary or to any benefits not specifically provided by the EBP.
 
2.4            Severability . In the event any provision of the EBP shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the EBP, but the EBP shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Company shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in the EBP.
 
2.5            Applicable Law . This EBP is fully exempt from Titles II, III, and IV of ERISA. The EBP shall be governed and construed in accordance with Title I of ERISA and the laws of the State of Illinois.
 
Article III. Participation
 
3.1           E ligibility to Participate . An employee who attains age 50 shall participate in this Excess Benefit Plan with respect to a calendar year if the employee is or was a participant in the Aon Pension Plan, and a benefit becomes payable in such calendar year under Section 4.1 to that employee.
 
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Article IV. Excess Pension Plan Benefit
 
4.1           Amount of Pension Plan Benefits . Except as provided in Section 4.2, benefits will be paid under the EBP, as provided in Article V, to a Member due to the Maximum Annual Benefits Limitation, an annual amount payable monthly equal to the amount by which (a) exceeds (b):
 
(a)          The amount of the annual benefit payable monthly which the Member would have been entitled to receive under the Pension Plan had the Pension Plan not applied the Maximum Annual Benefit Limitation in determining benefits payable from the Pension Plan, For purposes of this Section 4.1(a), the Annual Earnings used for determining benefits payable from the Pension Plan shall not be limited by the Compensation Limit.
 
(b)           The amount of the annual benefit payable monthly which the Member is entitled to receive under the Pension Plan.
 
4.2           Eligibility for EBP Benefits . No benefits will be paid under the EBP unless the Member, at the time of termination, death, disability or retirement, is credited with at least ten Years of Service for benefit computation purposes as defined in the Aon Pension Plan.
 
Article V.  Form and Commencement of Pension Benefits
 
Benefits payable under this EBP shall be paid in the form and time prescribed below.
 
(a)            After the termination,  retirement  or death  of  a participant, benefits shall commence to be paid and shall be paid
 
5

 
in monthly installments to the eligible Member or surviving spouse, at the same time and the same manner and form as the benefit which the Member is entitled to receive under the Plan; provided, however, the Committee, in its discretion, may convert the benefits payable under this Excess Benefit Plan into an Actuarial Equivalent single lump sum form of payment or may direct the benefits to be payable in annual, semi-annual or quarterly installments.
 
(b)           In order to avoid constructive receipt of income by a Member, the Committee may require a Member to make certain irrevocable elections regarding the timing and form of payment of benefits hereunder.
 
Article VI.  General Provisions
 
6.1           Administration . This EBP shall be administered by the Organization and Compensation Committee of the Board of Directors of Aon. The Committee shall have all necessary and appropriate powers, rights, duties, and obligations with respect to this Plan.
 
6.2           Appointment of a Delegate . The Committee may appoint a Delegate (or Delegates) , and may delegate and allocate to such agent all or a portion of their powers, duties, responsibilities and obligations hereunder, subject, nevertheless, to such policies and rules as may from time to time be established by the Committee. In the event of such delegation and allocation, the acts of the Delegate in administering and carrying out the provisions of the Plan shall in all respects have the same effect as the acts of the Committee, and the Delegate, in respect to the matters delegated
 
6

 
to him, shall have the same discretion as the Committee. Any person who has been advised by the Committee of the delegation and allocation of any power, duty or responsibility to the agent shall be entitled to rely upon the directions of the Delegate in the same manner as though they were the directions of the Committee and such reliance may continue until written notice of the revocation of any such authority is received.
 
6.3           Claims Procedure .   Pursuant to Section 503 of ERISA the following claims procedure is established.
 
(a)           A timely written application for benefits shall be filed with the Delegate on a form prescribed by them.
 
(b)           If a claim is denied, in whole or in part, written notice of such denial shall be furnished to the applicant setting forth, in a manner calculated to be understood by him, the following:
 
(i)                               The specific reason or reasons for the denial;
 
(ii)                            A specific reference to pertinent Plan provisions on which the denial is based;
 
(iii)                         A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;
 
(iv)                        An explanation of the claim review procedure.
 
(c)            An applicant (or his duly authorized representative) whose claim has been denied in whole or in part may appeal such denial to the Committee by making a written request for a review and may review pertinent documents and submit issues and comments in writing. A written request for review must be filed within 120
 
7

 
days of the date an applicant has been notified of the denial or partial denial of his claim,
 
(d)           The decision on review shall be made promptly and within 60 days of receipt of the request for review, shall be in writing, and shall include specific reasons for the decision, written in a manner calculated to be understood by the applicant, and specific references to the pertinent Plan provisions on which the decision is based.
 
(e)            The Committee shall have complete discretion as to whether a claim shall be allowed or denied. The Committee’s decision in this regard shall be final.
 
6.4           Expenses . The expense of administering the EBP shall be borne by the Company and if not paid by the Company, by any trust fund established by the Company to satisfy the liabilities hereunder.
 
6.5           Indemnification and Exculpation . The members of the Committee, its agents and officers, directors and employees of the Company shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed under or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this EBP and against and from any and all amounts paid by them in satisfaction of a judgement in any such action, suit or proceeding. The foregoing provision shall not be applicable to any person if the
 
8

 
loss, cost, liability, or expense is due to such person’s gross negligence or willful misconduct.
 
6.6             Corporate Action . Any action re quired of or permitted by the Company under this EBP shall be by resolution of its Board of Directors or any person or persons authorized by resolution of such Board of Director.
 
6.7            Interests not Transferable . T he interests of the Members and their Spouses under the EBP are not subject to the claims of their creditors and may not be voluntarily or involuntarily transferred, assigned, alienated, or encumbered .
 
6.8            Effect on Other Benefit Plans . Amounts credited or paid under this EBP shall not be considered to be compensation for the purposes of a qualified pension plan maintained by the Company or any subsidiary. The treatment of such amounts under other employee benefits plans shall be determined pursuant to the provision of such plans.
 
6.9            Tax Liability . T he Company or Subsidiary may withhold from any payment of benefits hereunder any taxes required to be withheld and such sum as such employer may reasonably estimate to be necessary to cover any taxes for which the Company or subsidiary may be liable and which may be assessed with regard to such payment.
 
9

 
Article VII. Amendment and Termination
 
The Company by action of its Board of Directors reserves the right to amend this EBP from time to time or to terminate the EBP at any time, but without the written consent of each Member as to his benefit hereunder, no such action may reduce or relieve the Company or any Subsidiary of any obligation with respect to any benefit accrued under the EBP by such Member as of the date of such amendment or termination.
 
CERTIFICATION
 
The undersigned certifies that he is an executive officer of Aon Corporation, a Delaware Corporation, and that the foregoing Aon Corporation Excess Benefit Plan, with an effective date of January 1, 1989, was duly adopted and approved by the Board of Directors of Aon Corporation at meeting of said Board held on the 22nd day of July, 1988.
 
Dated this                 day of                                                                                 , 1990.

 	 /s/ [ILLEGIBLE]	
 	 /s/ [ILLEGIBLE]	
 	 /s/ [ILLEGIBLE]	
 
10

 
First Amendment  to the
Aon Corporation Excess Benefit Plan
 
Whereas, the Board of Directors of Aon Corporation desires to amend the Aon Corporation Excess Benefit Plan (the “Plan”) pursuant to the Board ‘ authority to do so under Article VII of the Plan;
 
Now, therefore, the Plan is amended as follows effective as of October 1, 1994:
 
Section 2.1(b) of the Plan shall be amended to read as follows:
 
(b) ”Annual Earnings” shall have the same meaning as defined in the Aon Pension Plan, except that compensation deferrals and performance bonus deferrals under the Aon Deferred Compensation Plan shall be included in the definition for purposes of determining benefits under this Plan.
 
IN WITNESS WHEREOF,  Aon Corporation hereby adopts the First Amendment to the Aon Excess Benefit Plan, effective as set forth above, as of this 16 day of December, 1994.

 	 	AON CORPORATION	

 	 	By:	 /s/ John Reschke	
 	 	 	
 	 	Executive Vice President	

 
Second Amendment to
the Aon Excess Benefit Plan
 
Whereas, the Aon Excess Benefit Plan (the “EBP”) is generally effective as of January 1, 1989.
 
Whereas, the Board of Directors of Aon Corporation desires to amend the EBP pursuant to the Board’s authority to do so under Article VII of the EBP.
 
Now, therefore , the EBP, as set out in the Restatement, is amended as follows, effective as of January 1, 1998:
 
Section 4.3. A new section 4.3 shall be added to the EBP to read as follows:
 
4.3                            Alexander & Alexander Services. Inc., Employees . The amount of benefits as determined under Section 4.1 with respect to participants in the Alexander & Alexander Services, Inc., and Subsidiaries Supplemental Executive Retirement Plan for Key Employees and to participants in the Alexander & Alexander Services, Inc., and Subsidiaries Supplemental Executive Retirement Plan for Senior Management (the “A&A Plans”) shall be reduced by any benefit computed under the terms of the A&A Plans.
 
Section 4.4. A new section 4.4 shall be added to the EBP to read as follows:
 
4.4                            Aon 1999 Voluntary Retirement Program . In addition to benefits described in Section 4.1, benefits will be paid under the EBP in accordance with the terms of the Aon 1999 Voluntary Retirement Program (the “Program”) to a Member: (a) who is a Participant in the Program; and (b) whose benefits under the terms of the Program are limited by the Maximum Annual Benefits Limitation or Compensation Limit. No benefits under the EBP shall be paid, however, with respect to any other voluntary, involuntary, or other retirement program, except as set forth under Section 4.1.

 
IN WITNESS WHEREOF, Aon Corporation hereby adopts this Second Amendment to the Aon Excess Benefit Plan, effective as set forth above, as of this 23rd day of June,1999.

 	AON CORPORATION	
 	 	
 	By:	
 	 	
 	    /s/ Daniel T. Cox	 	
 	Daniel T. Cox	
 	Executive Vice President	
 
2

 
Exhibit A
 
Third Amendment to the
Aon Excess Benefit Plan
 
Whereas, the Aon Excess Benefit Plan (the “EBP”) is generally effective as of January 1, 1989.
 
Whereas, the Board of Directors of Aon Corporation desires to amend the EBP pursuant to the Board’s authority to do so under Article VII of the EBP.
 
Now, therefore, the EBP is amended as follows, effective as of January 18, 2002:
 
Section 4.1     Subsection (a) of Section 4.1 shall be deleted and the following substituted in its place to read as follows:
 
(a)                            The amount of the annual benefit payable monthly which the Member would have been entitled to receive under the Pension Plan had the Pension Plan not applied the Maximum Annual Benefit Limitation in determining benefits payable from the Pension Plan. For purposes of this Section 4.1(a), the Annual Earnings used for determining benefits payable from the Pension Plan: (i) shall not be limited by the Compensation Limit; and (ii) shall not exceed $500,000 for plan years after 2001.
 
IN WITNESS WHEREOF, Aon Corporation has adopted this Third Amendment to the Aon Excess
 
Benefit Plan, effective as set forth above.

 	AON CORPORATION	
 	 	
 	By:	
 	 	
 	/s/ John A. Reschke	 	
 	John A. Reschke	
 	Vice President	

 
WHEREAS, the Aon Excess Benefit Plan (the “EBP”), as amended, is generally effective as of January 1, 1989.
 
WHEREAS, the Board of Directors of Aon desires to amend the EBP pursuant to the Board’s authority to do so under Article VII of the EBP.
 
NOW, THEREFORE, the EBP is amended as follows, effective immediately:
 
Fourth Amendment to the Aon Excess Benefit Plan
 
A new Section 4.5 shall be added to read as follows:
 
4.5                                 Forfeiture Upon Termination for Cause, for Violation of Competition and Hiring Provisions or for Disclosure of Trade Secrets or Confidential Information. A Member’s right to receive any payments under the EBP, including any remaining payments if distribution of a Participant’s Accounts under the EBP has commenced after the effective date of this Section 4.5, shall be forfeited if he or she:
 
(a)                                  is terminated for Cause as defined in Section 4.6 below;
 
(b)                                 has, during or after employment, in the sole judgment of the Chief Executive Officer of the Company, after reasonable investigation, breached the competition or hiring prohibitions described in Section 4.7; or
 
(c)                                  has, during or after employment, in the sole judgment of the Chief Executive Officer of the Company, after reasonable investigation, breached the trade secrets or confidential information prohibitions described in 4.7 below.
 
A new Section 4.6 shall be added to read as follows:
 
4.6           Cause.
 
“Cause” means the employee’s (a) performing an act of dishonesty, fraud, theft, embezzlement, or misappropriation involving employee’s employment with the Company; (b) performing an act of race, sex, national origin, religion, disability, or age-based discrimination; (c) violation of Aon Business Conduct Guidelines and the Aon Code of Ethics, or Company insider trading policies; (d) performing any act resulting in a criminal felony charge brought against the employee; (e) use of alcohol in such a manner as to interfere with the performance of duties for the Company or illegal use of drugs or controlled substances.

 
A new Section 4.7 shall be added to read as follows:
 
4.7           Competition and Hiring .
 
(a)                                  Non-Competition. Except with the prior written consent of the Chief Executive Officer of the Company or his designee, an employee or former employee shall not, until all of the benefits under this EBP are fully vested and distributed, Compete in any way with the Business of the Company. “Business” shall mean the businesses of insurance and reinsurance brokerage, benefits consulting, compensation consulting, human resources consulting, managing underwriting, loss prevention, soliciting and servicing the insurance and reinsurance needs of commercial and individual clients and related services, including accounting, claims management and processing, information systems and actuarial services.
 
(b)                                 Prohibition on Hiring . Except with the prior written consent of the Chief Executive Officer of the Company or his designee, an employee or former employee shall not until all of the benefits under this EBP are fully vested and distributed, induce or cause any person or other entity to induce any person who is an employee of the Company to leave the employ of the Company.
 
(c)                                  “Compete in any way with the Business of the Company” means to provide services as an employee or otherwise related to the Business (as defined in Section 4.7(a)), on one’s own behalf or on behalf of any individual, partnership, company, or other entity other than the Company; provided, however, if employment is terminated by the Company for other than Cause, “Compete in any way with the Business of the Company” shall mean to enter into or attempt to enter into (on one’s own behalf or on behalf of any other person or entity) any business relationship of the same type or kind as the business relationship which exists between the Company and its clients or customers to provide services related to the Business for any individual, partnership, company, association or other entity who or which was a client or customer for whom the employee was the producer or on whose account employee worked or became familiar while employed by the Company.
 
(d)                                 Trade Secrets and Confidential Information . An employee or former employee shall not disclose or use during (except as required in the course of employment with the Company) or subsequent to the termination of employment, any trade secrets or confidential or proprietary information of the Company of which the employee became aware by reason of being employed by the Company or to which the employee gained access during his employment by the Company and which has not been publicly disclosed (other than by the employee in breach of this provision) or fail, upon termination of employment, to promptly return to the Company all materials and all copies or tangible embodiments of materials involving
 
2

 
any trade secrets or confidential information in employee’s possession or control. Such information includes client and customer lists, data, records, computer programs, manuals, processes, methods and intangible rights which are either developed by the employee during the course of employment or to which the employee has access.
 
A new Section 4.8 shall be added to read as follows:
 
4.8            Company Defined.
 
For purposes of Sections 4.5, 4.6 and 4.7, “Company” shall mean the Company and each of its subsidiaries.
 
3

 
Fifth Amendment to the
Aon Excess Benefit Plan
 
WHEREAS, the Aon Excess Benefit Plan (the “EBP”), as amended, is generally effective as of January 1, 1989.
 
WHEREAS, the Board of Directors of Aon desires to amend the EBP pursuant to the Board’s authority to do so under Article VII of the EBP.
 
NOW, THEREFORE, the EBP is amended as follows, effective November 21, 2003:
 
1.               The Fourth Amendment to the Aon Excess Benefit Plan, adopted October 20, 2003, is hereby repealed., effective November 21, 2003.
 
2.    A new Section 4.5 shall be added to read as follows:
 
4.5                               Forfeiture   of  Payments   Under   Certain   Circumstances.   A Member’s right to receive any payments under the EBP, including any remaining payments if distribution of a Participant’s Accounts under the EBP has commenced after the effective date of this Section 4.5, shall be forfeited if he or she:,
 
(a)               is terminated for Cause.   For purposes of Section 4.5, “Cause” means the employee’s (a) performing an act of dishonesty, fraud, theft, embezzlement, or misappropriation involving employee’s employment with the Company; (b) performing an act of race,’ sex, national origin, religion, disability, or age-based discrimination; (c) violation of Aon Business Conduct Guidelines and the Aon Code of Ethics, or Company insider trading policies; (d) performing any act resulting in a criminal felony charge brought against the employee; (e) use of alcohol in such a manner as to interfere with the performance of duties for the Company or illegal use of drugs or controlled substances;
 
(b)              has, during or after employment, in the sole judgment of the Chief Executive Officer of the Company, after reasonable investigation, breached any of the following prohibitions:
 
(i)                                       Prohibition on Hiring. Except with the prior written consent of the Chief Executive Officer of the Company or his designee, an employee or former employee shall not, until all of the benefits under this EBP are fully vested and distributed, induce or cause any person or other entity to induce any person who is an employee of the Company to leave the employ of the Company;

 
(ii)                                    Prohibition on Competition . Except with the prior written consent of the Chief Executive Officer of the Company or his designee, an employee or former employee shall not, until all of the benefits under this EBP are fully vested and distributed, Compete in any way with the Business of the Company.
 
(A)                               “Compete in any way with the Business of the Company” shall mean to enter into or attempt to enter into (on one’s own behalf or on behalf of any other person or entity) any business relationship of the same type or kind as the business relationship which.exists between the Company   and   its   clients   or   customers   to provide services related to the Business for any individual, partnership, company, association or other entity who or which was a client or customer of the Company in the 24 months prior to the end of employment or was a Prospective Client or Customer of the Company.
 
(B)                                 “Business” shall mean the businesses of insurance and reinsurance brokerage, benefits consulting, compensation consulting, human resources consulting, managing underwriting, loss prevention, soliciting and servicing the insurance and reinsurance needs of commercial and individual clients and, with respect to each of the above, related services, including accounting, claims management and processing, information systems and actuarial services.
 
(C)                                 “Prospective Client or Customer” of the Company means any individual, partnership, company, association or other entity to whom or for which a proposal for services was rendered by the Company during the six months prior to the end of employment.
 
(iii)                                 Prohibition on Disclosing Trade Secrets and Confidential Information . An employee or former employee shall not disclose or use during (except as required in the course of employment with the Company) or subsequent to the

 
termination of employment, any trade secrets or  confidential or proprietary information of the Company of which the employee became aware by reason of being employed by the Company or to which the employee gained access during his employment by the Company and which has not been publicly disclosed (other than by the employee in breach of this provision) or fail , upon termination of employment, to promptly return to the Company all materials and all copies or tangible embodiments of materials involving any trade secrets or confidential information in employee’s possession or control. Such information includes client and customer lists, data, records, computer programs, manuals, processes, methods and intangible rights which are either developed by the employee during the course of employment or to which the employee has access;
 
(iv)                                Other Prohibitions. An employee or former employee shall not engage in any form of conduct or make any statements or representations that disparage or otherwise significantly harm the reputation, goodwill or commercial interests of the Company.
 
(c)                               For purposes of Section 4.5 “Company” shall mean the Company and each of its subsidiaries.
 
IN WITNESS WHEREOF, Aon Corporation hereby adopts this Fifth Amendment to the Aon Excess Benefit Plan, effective as set forth above, as of this 21 day of November, 2003.

 	AON CORPORATION	
 	 	
 	By:	 /s/ John Reschke	
 	 	
 	Its:	Vice President	

 
Sixth Amendment to the
Aon Corporation Excess Benefit Plan
 
WHEREAS, the Aon Corporation Excess Benefit Plan (the “EBP”), as amended, is generally effective as of January 1, 1989.
 
WHEREAS, the Board of Directors of Aon Corporation desires to amend the EBP pursuant to the Board’s authority to do so under Article VII of the EBP.
 
NOW, THEREFORE, the EBP is amended as follows, effective January 1, 2006:
 
Section 4.1             Subsection (a) of Section 4.1 shall be deleted and the following substituted in its place to read as follows:
 
“ (a)        The greatest of:
 
(i)           the amount of the annual benefit which the Member would have been entitled to receive under the Pension Plan had the Pension Plan not applied the Maximum Annual Benefit Limitation in determining benefits payable from the Pension Plan. For purposes of this Section 4.1(a)(i), the Annual Earnings used for determining benefits payable from the Pension Plan: (A) shall not be limited by the Compensation Limit; and (B) shall not exceed $500,000 for plan years after 2001;
 
(ii)          the amount determined under Section 4. l(a)(i) as of December 31, 2005; or
 
(iii)         the amount of an annual benefit equal to one percent of the Member’s Final Average Earnings multiplied by the Member’s Years of Service, up to a maximum annual benefit equal $500,000 per year payable in the form of a single life annuity. For purposes of this Section 4.1 (a)(iii), the amount of the Member’s Final Average Earnings used for determining benefits payable shall not be limited by the Compensation Limit.”

 
IN WITNESS WHEREOF, Aon Corporation hereby adopts this Sixth Amendment to the Aon Corporation Excess Benefit Plan, effective as set forth above, as of this 8 day of  May 2006.

 	AON CORPORATION	
 	 	
 	By:	
 	 	
 	/s/ John A. Reschke	
 	John A. Reschke	
 	Vice President, Employee Benefits	
 
2

 
Sixth Amendment to the
Aon Corporation Excess Benefit Plan
 
WHEREAS, the Board of Directors of Aon Corporation desires to amend the Aon Corporation Excess Benefit Plan (the “Plan”) pursuant to the Board’s authority to do so under Article VII of the Plan;
 
NOW, THEREFORE, the Plan is amended as follows effective January 1, 2006:
 
Article VII . Article VII shall be deleted and the following substituted in its place:
 
Article VII . Amendment and Termination. The Company reserves the right to amend the Plan from time to time or terminate the Plan at any time. Amendment, modification or termination of the Plan shall be by action of the Board of Directors, or by action of any person or entity authorized by the Board of Directors. Such amendment shall be stated in an instrument in writing.
 
IN WITNESS WHEREOF, Aon Corporation has adopted this Sixth Amendment to the Aon Corporation Excess Benefit Plan, effective as set forth above.

 	AON CORPORATION	
 	 	
 	By:	 /s/ John Reschke	
 	Its:	 VP Employee Benefits	

 
Eighth Amendment to the
Aon Corporation Excess Benefit Plan
 
WHEREAS, the Aon Corporation Excess Benefit Plan (the “EBP”), as amended, is generally effective as of January 1, 1989.
 
WHEREAS, the Board of Directors of Aon Corporation desires to further amend the EBP pursuant to the Board’s authority to do so under Article VII of the EBP.
 
NOW, THEREFORE, the EBP is amended as follows, effective as of January 1, 2007:
 
1.             Section 2.1 . Subpart (e) of Section 2.1 is hereby deleted in its entirety and  substituted with the following:
 
(e) “Committee” means the Administrative Committee established pursuant to the Aon Pension Plan.
 
2.             Section 6.1 . Section 6.1 is hereby deleted in its entirety and substituted  with the following:
 
6.1 Administration . This EBP shall be administered by the Committee. The Committee shall have all necessary and appropriate powers, rights, duties and obligations with respect to this plan.
 
IN   WITNESS   WHEREOF,   Aon   Corporation   hereby   adopts   this   Eighth Amendment to the Aon Corporation Excess Benefit Plan, effective as set forth above.

 

Exhibit 10.31
 
2002 RESTATEMENT OF AON PENSION PLAN

 
TABLE OF CONTENTS

 	 	Page	
 	 	 	
SECTION l	3	
 	Name and Purpose	3	
1.01	  Name	3	
1.02	  Purpose	3	
 	 	
SECTION 2	4	
 	Definitions	4	
 	 	
SECTION 3	14	
 	Eligibility	14	
3.01	  Initial Coverage	14	
3.02	  Coverage After December 31, 2001	14	
3.03	  Termination of Employment	14	
3.04	  Leave of Absence	15	
3.05	  Employment in Bargaining Unit	15	
3.06	  Employment Outside United States	16	
3.07	  Employment as Field Sales Agent or with ASI Solutions Incorporated	17	
3.08	  Transfer To Member That is Not An Employer	17	
3.09	  Alexander & Alexander Employees	18	
3.10	  Innovative Services International, L.L.C., Employees	18	
3.11	  Strategic Decisions Group (WTR-RICHMOND) Employees	18	
 	 	
SECTION 4	19	
 	Determination of Retirement Benefits	19	
4.01	  Normal Retirement Benefit	19	
4.02	  Accrued Benefit for Section 401(a)(17) Employee	20	
4.03	  Minimum Accrued Benefit	20	
 	 	
SECTION 5	22	
 	Vested Interest	22	
5.01	  Eligibility for Full Vesting	22	
5.02	  Amount of Monthly Benefit	22	
5.03	  Special Rules	22	
5.04	  Early Commencement Election	23	
5.05	  Change in Top-Heavy Status	25	

 

SECTION 6	26	
 	Death Benefits	26	
6.01	  Amount of Death Benefit	26	
 	 	
SECTION 7	27	
 	Form of Payments	27	
7.01	  Normal Form of Payment	27	
7.02	  Guaranteed Period Annuity	27	
7.03	  Payment in Qualified Joint and Survivor Form	27	
7.04	  Alternate Joint and Survivor Form	28	
7.05	  Social Security Adjustment Option	28	
7.06	  Election Not to Receive Qualified Joint and Survivor Annuity	28	
7.07	  Revocation of Election Not To Receive Qualified Joint and Survivor Annuity	28	
7.08	  Surviving Spouse and Domestic Partner Benefit	29	
7.09	  Lump Sum Cash Out	29	
7.10	  Use of Annuity Policy	30	
7.11	  Return to Work	30	
7.12	  When Participant Deemed Retired	32	
7.13	  General Provisions Governing Distributions	32	
7.14	  Spousal Consent	33	
7.15	  Notice	34	
7.16	  Joint and Survivor Annuities and Surviving Spouse Benefits   to Former Participants	34	
7.17	  Commencement of Benefits	35	
 	 	
SECTION 8	36	
 	Plan Funding	36	
8.01	  Contributions	36	
8.02	  Forfeitures	36	
 	 	
SECTION 9	37	
 	Rights to Amend or Discontinue Contributions	37	
9.01	  Continuance of Contributions Not Assumed	37	
9.02	  Right to Amend	37	

 
ii

 

SECTION 10	 	39	
 	Duration and Distribution on Termination	39	
10.01	  Termination by Employer	39	
10.02	  Distribution on Complete Termination	39	
10.03	  Termination by Pension Benefit Guaranty Corporation	39	
10.04	  Vesting Upon Termination	40	
 	 	
SECTION 11	41	
 	Benefits in the Event of Early Termination of Plan	41	
11.01	  Participants	41	
11.02	  Maximum Benefit	41	
11.03	  Limitation on Benefits	42	
11.04	  Termination of Employment	42	
11.05	  Death Benefits	43	
11.06	  Retirement Benefits	43	
11.07	  Lump Sum Distribution	43	
11.08	  Intent	44	
 	 	 	
SECTION 12	 	45	
 	Administrative Committee	45	
12.01	  Formation and Members	45	
12.02	  Chairman and Secretary	45	
12.03	  Actions of the Committee	45	
12.04	  Execution of Instruments	46	
12.05	  Reports to the Board	46	
12.06	  Administration of the Plan	46	
12.07	  Liability of Members	46	
12.08	  Allocation of Duties	47	
12.09	  Investments	47	
 	 	
SECTION 13	48	
 	ERISA Provisions	48	
13.01	  Service for Predecessor	48	
13.02	  Controlled Group	48	
13.03	  Merger	49	
13.04	  Claims Procedure	49	
13.05	  Maximum Annual Benefit	50	

iii

 

SECTION 14	 	57	
 	Miscellaneous Provisions	57	
14.01	  Spendthrift Clause	57	
14.02	  Facility of Payment	57	
14.03	  Evidence of Survival	57	
14.04	  Discretionary Acts To Be Uniform	58	
14.05	  Elections To Be Made On Prescribed Forms	58	
14.06	  Reliance On Information Furnished By Employer	58	
14.07	  Inability to Perform	58	
14.08	  Misstatement of Age	58	
14.09	  Rights of Individuals	59	
14.10	  Actuarial Computations	59	
14.11	  Notice of Required Action	61	
14.12	  Reliance Upon Communication	61	
14.13	  No Reversion To Employers	61	
14.14	  Insurer Not Party To Agreement	62	
14.15	  Construction	62	
14.16	  Section Titles Not Part of Agreement	62	
14.17	  Gender and Case	63	
14.18	  Eligible Rollover Distributions	63	
14.19	  Plan Expenses	64	
14.20	  Military Service	64	
 	 	
SECTION 15	65	
 	Adoption of Plan by Subsidiary	65	
15.01	  Adoption of Plan	65	
15.02	  Intention of Parties	65	
15.03	  Termination By One Employer	65	
 	 	 	
SECTION 16	 	66	
 	Rights of Former Employees	66	
16.01	  Rights of Former Employees	66	
 	 	 	
SECTION 17	 	67	
 	Provisions Applicable if Plan Becomes Top-Heavy	67	
17.01	  Applicability	67	
17.02	  Additional Definitions	67	

iv

 

17.03	  Special Rules	71	
17.04	  Vesting With Respect To Participant’s Top-Heavy Benefit	72	
17.05	  Minimum Benefit For Non-Key Employee	72	
17.06	  Maximum Annual Benefit	72	
17.07	  Simplified Employee Pensions	73	
17.08	  Contributions Or Benefits Not Taken Into Account	73	
17.09	  Employment in Bargaining Unit	73	
17.10	  Commencement of Benefits	73	
17.11	  Forfeitures	73	
 	 	 	
SECTION 18	 	74	
 	Mergers and Transitional Rules	74	
18.01	  General	74	
18.02	  Mergers And Transfers Of Assets And Liabilities	74	
18.03	  The Retirement Plan For Employees Of The Life Insurance Company Of Virginia And
  Designated Subsidiaries	75	
18.04	  Miller, Mason & Dickenson, Inc. Pension Plan	75	
18.05	  Rollins Burdick Hunter Co. Employees Pension Plan	76	
18.06	  Booke and Company Pension Plan	76	
18.07	  Pension Plan for Employees of Alexander & Alexander Services Inc. and Subsidiaries	78	
18.08	  Sodarcan and Affiliated Companies Pension Plan and Trust	79	
18.09	  Bain Hogg Robinson, Inc. Employees’ Retirement Plan	82	
18.10	  ASA Pension Plan	82	
18.11	  International Risk Management (Americas) Inc. Retirement Plan	84	
18.12	  Schirmer Engineering Corporation Pension Plan	85	
 	 	 	
SECTION 19	 	87	
 	Voluntary Retirement Program	87	
19.01	  Voluntary Retirement Program	87	
19.02	  Definitions	87	
19.03	  Coverage	89	
19.04	  Commencement of Benefits	89	

v

 

SECTION 20	 	90	
 	Ad Hoc Retiree Benefit Adjustment	90	
20.01	  Retirement Benefit Adjustment	90	
 	 	 	
SECTION 21	 	91	
 	1996 Voluntary Retirement Program	91	
21.01	  Voluntary Retirement Program	91	
21.02	  Definitions	91	
21.03	  Voluntary Retirement Program Benefits	93	
21.04	  Commencement of Benefits	93	
21.05	  Credit for Years of Service for 1996	94	
 	 	 	
SECTION 22	 	95	
 	1999 Voluntary Retirement Program	95	
22.01	  Voluntary Retirement Program	95	
22.02	  Definitions	95	
22.03	  Voluntary Retirement Program Benefits	97	
22.04	  Commencement of Benefits	97	
 	 	 	
SCHEDULE A	 	 	

vi

 
2002 RESTATEMENT OF
 AON PENSION PLAN
 
WHEREAS, Combined Insurance Company of America previously entered into an Agreement establishing an Employees Pension Plan for the benefit of its Staff Employees and the Staff Employees of its Subsidiaries which adopted the Plan, which Agreement is known as the Combined Pension Plan and was effective as of January 1, 1973;
 
WHEREAS, Combined Insurance Company of America made one amendment to said Agreement dated February 24, 1975 and restated said Agreement on December 10, 1976 effective as of January 1, 1976, amended said Restatement once on April 6, 1978 and again restated said Agreement effective as of January 1, 1978, and made five amendments to said 1978 Restatement, on December 14, 1979; June 26, 1980; November 8, 1982; January 11, 1983; and June 27, 1983;
 
WHEREAS, Combined International Corporation, the parent corporation of Combined Insurance Company of America, adopted this Pension Plan and Trust Agreement for the Staff Employees of Combined International Corporation and of its various other subsidiaries, amended and restated said Plan and Trust Agreement, changed the name of this Plan and Trust Agreement to the Combined International Corporation Pension Plan, and made Combined International the sponsor of said Plan and Trust Agreement, in an Instrument dated July 1, 1984, which has been amended six times since such last 1984 Restatement thereof, on November 16, 1984; again on November 16, 1984; again on November 16, 1984; November 15, 1985; March 20, 1987; and November 20, 1987;
 
WHEREAS, pursuant to the Sixth Amendment the name of the Plan was changed to the AON PENSION PLAN;
 
WHEREAS, the Plan was amended by a 1987 Restatement thereof on November 20, 1987;
 
WHEREAS, Plan was amended by a 1989 Restatement thereof on July 22, 1988, which 1989 Restatement was further amended on November 20, 1992, July 16, 1993, October 18, 1993; and
 
WHEREAS, the Plan was further amended and restated effective January 1, 1994 (the “1994 Restatement”) and signed on December 19, 1994, and has since been amended several times;
 
WHEREAS, Aon Corporation (“Aon”) now wishes to amend and again restate said Plan for the purpose of making the “GUST” and “EGTRRA” amendments and

 
other changes in the law and to make certain other desirable changes therein effective January 1, 2002 (the “2002 Restatement”);
 
WHEREAS, Aon Corporation has reserved the right to amend said Plan and Trust Agreement pursuant to the terms of Section 9.02 thereof;
 
NOW, THEREFORE, pursuant to a resolution adopted by the Board of Aon Corporation the Plan shall be and hereby is further amended and restated effective as of January 1, 2002, unless otherwise stated herein, as follows:
 
2

 
SECTION 1
 
Name and Purpose
 
1.01   Name
 
This Plan shall be known as the Aon Pension Plan.
 
1.02   Purpose
 
It is the purpose of this Plan to provide a retirement income to supplement benefits payable under the Federal Social Security Program for such eligible Employees who shall qualify as Participants.
 
3

 
SECTION 2
 
Definitions
 
Unless the context shall otherwise clearly indicate, the following terms shall be construed as hereafter defined:
 
2.01                          “ Accrued Retirement Income ” shall mean the monthly amount determined in accordance with Section 4.01 of the Plan, but based on Years of Service and Final Average Earnings as of any date before the Participant’s Normal Retirement Date; provided, however , that the Accrued Retirement Income of a Participant shall not be less than the Minimum Accrued Benefit determined in accordance with Section 4.03.
 
2.02                          “ Annual Earnings ”
 
(a)                                   Annual Earnings with respect to calendar years prior to 1993 shall mean the regular salary of an Employee excluding any bonuses or extra remuneration, but determined before excluding any reduction described in Sections 3.03 and 3.04 of the Aon Savings Plan, or before excluding any reduction for cafeteria plans under Section 125 of the IRC, paid to him by the Employer during any calendar year for his services to the Employer in the capacity of a staff Employee. Such Annual Earnings shall also include, for representatives of the Life Insurance Company of Virginia only, financing/subsidy payments, first year commissions, renewal commissions, first year overrides, renewal overrides, personal service fees, managerial service fees, and validation bonuses.
 
(b)                              Annual Earnings with respect to calendar years after 1992 shall mean the following types of earnings paid to an Employee for his service on behalf of the Employer determined before excluding any reduction described in Sections 3.03 and 3.04 of the Aon Savings Plan, before excluding any reduction for cafeteria plans under Section 125 of the IRC, and for calendar years after 2000, any reduction for transportation benefits under Section 132 of the IRC:
 
(i)                                   salary and fixed base compensation including compensation for overtime;
 
4

 
(ii)                                   bonuses paid pursuant to periodic individual performance appraisals and formal contractual bonus programs, but excluding other bonus and miscellaneous income;
 
(iii)                                net commission, renewal and override compensation (but excluding deferred commission payments).
 
Annual Earnings shall not include remuneration reported to the Internal Revenue Service on Form 1099 or amounts deferred under a nonqualified deferred compensation Plan.
 
For Participants who died as the result of the attacks on the World Trade Center on September 11, 2001, the term “Annual Earnings” shall also include any compensation paid with respect to such Participants from September 11, 2001 through October 26, 2001, including any vacation pay.
 
In no plan year shall a Participant’s Annual Earnings exceed the amount permitted pursuant to Section 401(a) (17) of the IRC (as indexed).
 
2.03                   “ Annuity Starting Date ” shall mean the first day of the first period for which the Participant or Beneficiary receives an annuity.
 
2.04                   “ Authorized Leave of Absence ” means any absence authorized by the Employer because of illness, military service, or for any other reason. Authorized Leaves of Absence shall be granted on a uniform and non-discriminatory basis.
 
2.05                   “ Board ” shall mean the present and any succeeding Board of Directors of the Company or any committee of the Board of Directors delegated authority to act for the whole Board in respect of matters relating to the Plan.
 
2.06                   “ Committee ” shall mean the administrative committee designated by the Board in accordance with Section 12. The Committee is designated as the administrator, plan administrator, and named fiduciary with respect to the administration of the Plan (but not with respect to the control, management and investment of the assets of the Trust) for the purposes of ERISA.
 
2.07                   “ Company ” shall mean Aon Corporation and any successor.
 
2.08                   “ Effective Date ” shall mean January 1, 1973, but shall refer to January 1, 2002 when applied to 2002 restatement of this Plan.
 
5

 
2.09                  “ Employee ” shall refer to an individual considered by the Companies or Affiliates to be a common law employee, as evidenced by the Companies’ or Affiliates’ withholding of taxes from pay. An individual who renders services to a Company or Affiliate and is considered by the Company or an Affiliate to be an independent contractor, or who is the employee of a company providing services to the Companies or Affiliates, is not an Employee regardless of the fact that such individual may later be retroactively reclassified under federal law as a common law employee. Individuals who are included in a unit of employees covered by a collective bargaining agreement between employee representatives and one or more employers, if retirement benefits were the subject of good faith bargaining between such employee representatives and such employer or employers, are not Employees.
 
Any person who is a Field Sales Agent is not an Employee.
 
2.10                  “ Employer ”, effective for plan years beginning on and after January 1, 2001, shall mean the Company and such of its subsidiaries as have adopted or shall adopt this Plan for the benefit of its Employees. The term “Employers” as used herein shall refer collectively to all of the Employers that have adopted this Plan at any particular time and shall be applied as though all of such Employers constituted a single employer. If any Employer makes an acquisition and there are new Employees of such Employer, the Committee shall determine (in carrying out the terms of the applicable acquisition agreement) if and when the new Employees shall become eligible to participate hereunder, and if and when these employees are given credit for Years of Service for vesting or benefit accrual purposes for any time before participation in the Plan commences.
 
2.11                  “ Employment ” shall mean service of an Employee with the Employers.
 
2.12                  “ ERISA ” refers to the Employee Retirement Income Security Act of 1974, as from time to time amended.
 
2.13                  “ Field Sales Agent ” shall refer to a commissioned employee who represents Combined Insurance Company of America (or any Subsidiary thereof) as an insurance salesperson and who is under an employment contract with the Company denominating such employee as a representative, sales manager, territory manager, district manager, state manager or other comparable title.
 
2.14                  “ Final Average Earnings ” shall mean the average of a Participant’s Annual Earnings paid to him by the Employers for service during the highest five consecutive calendar years of the last ten calendar years of Employment immediately preceding his retirement date or his Termination Date; provided , however , that if he was
 
6

not an Employee during any five consecutive calendar years during such period, his Final Average Earnings shall be the average of his Annual Earnings during the five calendar years (or lesser period if he was not an Employee for such five calendar years) immediately preceding the calendar year he was last an Employee.
 
“Final Average Earnings A” shall be an amount determined in the same manner as Final Average Earnings, except that Annual Earnings during a Participant’s highest five consecutive calendar years, whether before 1993 or after 1992, shall be computed solely on the basis of Section 2.02(a) without reference to Section 2.02(b).
 
2.15         “ Highly Compensated Employee ” includes highly compensated active employees and highly compensated former employees. Effective for Plan Years beginning January 1, 1997, “Highly Compensated Employee” means any employee who was a 5- percent owner (as defined in Code Section 416(i)) at any time during the current year or the preceding year, or, for the preceding year had Compensation in excess of $80,000 and, if the Company so elects in accordance with Code Section 414(q), was in the top-paid group for the preceding year. The $80,000 amount shall be adjusted at the same time and in the same manner as under section 415(d), except that the base period is the calendar quarter ending September 30, 1996. In addition, the following shall apply:
 
(a)                                   A highly compensated former employee includes any employee who separated from service prior to the determination year, performs no service for the employer during the determination year, and was a highly compensated active employee for either the separation year or any determination year ending on or after the employee’s 55 th birthday.
 
(b)                                  An employee is in the top-paid group if he or she is in the top 20% of all Employees, ranked by Compensation, in descending order.
 
(c)                                   For purposes of this definition, Compensation for Plan Years beginning after 1997 means compensation as defined in Code Section 415(c)(3).
 
(d)                                  The top-paid group election described above, if made, shall apply consistently to the determination years of all plans of the employer, except that the consistency requirement will not apply to determination years beginning with or within the 1997 calendar year, and for determination years beginning on or after January 1, 1998, and before January 1, 2000. Satisfaction of the consistency
 
7

 
requirement is determined without regard to any nonretirement plans of the employer.
 
(e)                                   For purposes of this Section, employees who are nonresident aliens and who receive no earned income (within the meaning of Section 911(d)(2) of the IRC ) from the Company which constitutes income from sources within the United States shall not be treated as employees.
 
2.16         “ Hours of Service ” in respect to an Employee shall refer to the hours for which the Employee is directly or indirectly paid, or entitled to payment, for the performance of duties or for a period of time during which no duties are performed during the applicable computation period and such hours shall include any hours for which back pay, irrespective of mitigation of damages, has either been awarded or agreed to; provided, however, no more than 501 Hours of Service shall be credited to an Employee on account of any single continuous period (irrespective of whether such period occurs in a single computation period, and irrespective of whether the employment relationship has terminated) during which the Employee performs no duties. Hours shall not be credited for payments made or due under a Plan maintained solely for the purpose of complying with applicable workman’s compensation, unemployment compensation or disability insurance laws, or for a payment which solely reimburses an Employee for medical or medically related expenses incurred by such Employee. In those instances where payroll or other Company records do not reflect the actual number of hours worked by an Employee, such Employee shall be credited with 45 Hours of Service for each calendar week that he would be required to be credited with at least one Hour of Service under the preceding portion of this Section. This Section shall be applied, in respect to payments,for reasons other than the performance of duties and in respect to crediting of Hours of Service to a Particular computation period, in accordance with the rules set forth in Labor Department Regulations Section 2530.200(b)-2(b) and (c), which are incorporated herein by reference.
 
2.17         “ IRC ” shall refer to the Internal Revenue Code of 1986, as from time to time amended.
 
2.18         “ Leased Employee ” shall refer to an individual, other than an employee of the Employer or an affiliated employer (the “recipient employer”), who, pursuant to an agreement between the recipient employer and any other person (the “leasing organization”) has performed services for the recipient employer (or the recipient employer and related persons determined in accordance with Section 414(n) of the IRC) on a substantially full-time basis for a period of at least one year, and such services are
 
8

 
performed under primary direction or control by the recipient. Contributions or benefits provided a leased employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer. A leased employee shall not be considered an employee of the recipient employer if:
 
(a)                                   such individual is covered by a money purchase pension plan providing:
 
(i)                                      a nonintegrated employer contribution rate of at least ten percent of compensation, but including amounts contributed pursuant to a salary reduction agreement which are exciudible from the employee’s gross income under Section 125, 402(e)(3), 402(h), or 403(b) of the Code,
 
(ii)                                   immediate participation, and
 
(iii)                                full and immediate vesting; and
 
(b)                                  leased employees do not constitute more than 20% of the recipient employer’s non-highly compensated work force, as defined in Section 414(n)(5)(C)(ii) of the Code.
 
2.19         “ Maximum Offset Allowance ” shall mean the maximum offset allowance for a Participant under Section 401(1) of the IRC pursuant to regulations and rulings of the Secretary of the Treasury or his delegate. The Maximum Offset Allowance shall be calculated based upon one-half of one percent (.5%) of the Participant’s Final Average Compensation multiplied by his Years of Service, up to but not in excess of 35 Years of Service, figuring “Final Average Compensation” so as not to exceed “Covered Compensation” based upon the definitions and rules under Section 1.401(1)-1(c)(7) of Treasury Regulations; provided , however, that Covered Compensation shall be the average of the Taxable Wage Bases (as defined pursuant to Section 3121(a)(1) of the IRC) for the 35 calendar years ending with the last day of the year in which a Participant attains Social Security Retirement Age (as defined at Section 13.05(n)), and assuming for any particular Plan Year that the Taxable Wage Base on January 1st will remain the same for all future years.
 
2.20         “ Normal Retirement Benefit ” shall mean the monthly income for life of a Retired Participant pursuant to Section 4.01.
 
9

 
2.21         “ Normal Retirement Date ” shall mean a Participant’s sixty-fifth (65th) birthday.
 
2.22         “ Participant ” shall mean any Employee who is or becomes eligible to participate in the Plan pursuant to Section 3, but shall also mean a Retired or Terminated Participant, where the context so requires.
 
2.23         “ Plan ” shall mean the Aon Pension Plan as from time to time amended or restated.
 
2.24         “ Plan Year ” shall mean the annual accounting period of the Plan which shall be a 12-month period ending on December 31st of each year.
 
2.25         “ Retired Participant ” shall mean a person who was a Participant but who has become entitled to retirement benefits under Section 4 of this Plan.
 
2.26         “ Retirement Fund ” shall mean all assets held by the Trustee for the purpose of providing the benefits described in this Plan.
 
2.27         “ Terminated Participant ” shall mean a person who was a Participant but whose employment terminated and who is not eligible for Normal Retirement Benefits under Section 4 of this Plan, although he may be eligible or become eligible for payment of a vested retirement benefit under Section 5.
 
2.28         “ Termination Date ” shall mean the date on which a Participant ceases to be an Employee for reasons other than death or retirement on or after his Normal Retirement Date.
 
2.29         “ Trust Agreement ” or “ Trust ” shall refer to   trust under the Aon Pension Plan, as from time to time amended, as set forth in an agreement between the Company and the trustees dated December 18, 1995.
 
2.30         “ Trustee(s) ” shall mean the person, persons, corporation, association, or a combination of them, or their successors, who shall accept the appointment of the Board to execute the duties of Trustee under the Trust Agreement. The Trustee is designated as the named fiduciary with respect to the control, management and investment of the assets of the Trust for the purposes of ERISA.
 
2.31         “ Years of Service ” shall , except as hereinafter provided, refer to a 12-month period during which an Employee has not less than 1,000 Hours of Service in the employment of the Employers. For purposes of eligibility under Section 3, computation of any 12-month period shall be made with references to the date on which the Employee’s
 
10

 
employment commenced and each anniversary of such date. For all other purposes, it shall coincide with the Plan Year. Notwithstanding the foregoing, the following special rales shall be applied for the purpose of determining an Employee’s or a Participant’s Years of Service:
 
(a)                                   In the case of an Employee who was a Participant in the Combined Pension Plan on December 31, 1975, service prior to January 1, 1976, that was not a part of a period of Continuous Service as of December 31, 1975, (as defined by the Combined Pension Plan prior to January 1, 1976) shall not be counted, but service that was Continuous Service as of December 31, 1975, shall be counted and a fractional year of such service in excess of 6 months shall be counted as a full Year of Service.
 
(b)                                  In the case of an Employee whose employment was terminated before he acquired any vested interest who again becomes a Participant by reason of reemployment after a 1-Year Break in Service, Years of Service prior to such break in service shall not be taken into account if the number of consecutive 1-Year Breaks in Service equals or exceeds the greater of (a) the aggregate number of such Years of Service before the break in service; or (b) five. Such aggregate number of Years of Service before such break shall not include any Years of Service not taken into account by reason of any prior break in service.
 
(c)                                   In the event of employment in a bargaining unit described in Section 3.02(d), the rules set forth in Section 3.05 shall apply.
 
(d)                                  In the event of employment outside the United States or its possessions, the rules set forth in Section 3.06 shall apply.
 
(e)                                   In the event of employment as a Field Sales Agent the rules set forth in Section 3.07 shall apply.
 
(f)                                     Solely for the purpose of determining a Participant’s vested or nonforfeitable interest in his Accrued Retirement Income, an Employee shall be deemed to have earned a Year of Service for each calendar year prior to the date he became an Employee during all of which he rendered services to the Employers as an insurance agent in the Superior Policy Division in a capacity other than that of an Employee
 
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(i.e. an independent contractor) and was compensated with respect to such service on a commission basis.
 
(g)                                  In the case of an Employee ineligible for participation prior to January 1, 1988, because his employment began on or after age 60, such Employee’s service prior to January 1, 1988, shall be taken into account.
 
(h)                                  An Employee shall not be considered to be in the employment of an Employer upon the occurrence of any of the following, notwithstanding the fact that the Employee is employed by a Subsequent Employer: (a) sale or other transfer to a Subsequent Employer of all or substantially all of the assets used in a trade or business of the Employee’s Employer; and (b) liquidation, sale or other event involving the Employee’s Employer that terminates the parent-subsidiary or controlled group relationship with the Company or causes the Employer not to be considered a single employer with the Company under Code Section 414(b). For purposes of this subsection (h), a Subsequent Employer shall be an employer that neither maintains this Plan nor is in a subsidiary, controlled group or single-employer relationship with the Company.
 
2.32         “ 1-Year Break in Service ” shall refer to a 12-month consecutive period during which an Employee has not completed more than 500 Hours of Service. For purposes of eligibility under Section 3, computation of such 12-month period shall be made with reference to the Employee’s employment commencement date (or, where appropriate, reemployment commencement date) and each anniversary of such date. For all other purposes, it shall coincide with the Plan Year. For purposes of this Section only, Hours of Service shall include up to 501 Hours of Maternity or Paternity Leave, to be treated as Hours of Service in the applicable computation year in which such absence from work begins if the Employee would be prevented from incurring a Break in Service in such computation year solely because periods of absence are treated as Hours of Service as provided under this clause, and in any other case in the immediately following applicable computation year; provided , however , that such hours shall be figured based upon the Hours of, Service which otherwise would normally have been credited to the Participant but for such absence and eight Hours of Service per day shall be credited in any case where such normal crediting of Hours of Service cannot be calculated. The Trustees may require the Participant to furnish such timely information as may reasonably be required so as to establish that the absence from work is for Maternity or Paternity Leave and to establish the number of days for which there is such an absence.
 
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“Maternity or Paternity Leave” shall mean an absence from work by reason of pregnancy of the Participant, by reason of the birth of a child of the Participant, by reason of placement of a child with the Participant in connection with its adoption by him or her, or for purposes of caring for such child for a period beginning immediately following such birth or placement.
 
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SECTION 3
 
Eligibility
 
3.01        Initial Coverage
 
Each Employee who was a Participant hereunder on December 31, 2001, shall continue his status as a Participant hereunder.
 
3.02        Coverage After December 31, 2001
 
Each present or future Employee who is not eligible to participate pursuant to the Provisions of Section 3.01 hereof shall be eligible for participation hereunder as of the first day and the first Plan Year beginning after December 31, 2001, that he shall have met the following requirements:
 
(a)                                   He must complete one Year of Service prior to the first day of July of such Plan Year; and
 
(b)                                  He must attain his 21st birthday prior to the first day of July of such Plan Year; and
 
(c)                                   He must be employed within the United States or its possessions on a permanent basis as determined under Section 3.06; and
 
(d)                                  He must not be (unless otherwise expressly provided by the bargaining agreement) included in a unit of employees covered by a collective bargaining agreement between employee representatives and one or more employers where retirement benefits were the subject of good faith bargaining between such employee representatives and such employer or employers.
 
3.03        Termination of Employment
 
Any Participant whose employment with the Employers is terminated for any reason whatsoever, shall cease to be eligible to participate hereunder.  Any Participant whose employment with the Employers is terminated shall, in the event of his later reemployment as an Employee, again become a Participant on the first day of his reemployment, provided he meets the requirements of Section 3.02(c) and (d), unless his prior service is not taken into account under the rule set forth in Section 2.31(b).
 
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3.04        Leave of Absence
 
An Employee who receives an Authorized Leave of Absence shall continue to be regarded as an Employee during such leave of absence; however, he shall not earn Hours of Service during a period of unpaid Authorized Leave of Absence except to the extent that may be required under Section 14.20 relating to military leaves of absence or under Section 2.32 relating to Maternity or Paternity Leave. The Employers shall provide the Committee with all information with reference to leaves of absence.  The determination made by or caused to be made by the Employers shall be conclusive and binding upon all persons having any interest in the Trust.
 
3.05        Employment in Bargaining Unit
 
In the event an Employee is transferred to a bargaining unit described in Section 3.02(d) the following rules shall apply:
 
(a)                                   He shall not accrue any retirement benefits hereunder while employed in such bargaining unit.
 
(b)                                  Compensation paid to him for service in such bargaining unit shall be disregarded in determining his Final Average Earnings.
 
(c)                                   His Years of Service in such bargaining unit shall be counted for the purpose of determining his vested or non-forfeitable interest in his Accrued Retirement Income in the event his employment terminates prior to his Normal Retirement Date.
 
(d)                                  His service in such bargaining unit shall in no event be considered for the purpose of determining his Normal Retirement Benefit under Section 4.01 or his Accrued Retirement Income, it being the express intent hereof that his service in such bargaining unit shall be counted for the purpose of determining his non-forfeitable percentage but not for the purpose of increasing the amount of benefits to which such percentage shall apply.
 
(e)                                   An Employee who becomes employed in a bargaining unit because of the recognition of a representative for such unit shall be deemed to be transferred to such unit.
 
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3.06        Employment Outside United States
 
In the event an Employee is or was transferred to or from the United States the following rules shall apply:
 
(a)                                   Except as provided under (e) of this Section, he shall not accrue any retirement benefits hereunder while employed outside the United States.
 
(b)                                  Except as provided under (e) of this Section, compensation paid to him for service outside the United States shall be disregarded in determining his Final Average Earnings.
 
(c)                                   His Years of Service outside the United States shall be counted for the purpose of determining his vested or non-forfeitable interest in his Accrued Retirement Income in the event his employment terminated prior to his Normal Retirement Date.
 
(d)                                  Except as provided under (e) of this Section, his service outside the United States shall in no event be considered for the purpose of determining his Normal Retirement Benefit under Section 4.01 or his Accrued Retirement Income, it being the express intent hereof that his service outside the United States shall be counted for the purpose of determining his eligibility to participate hereunder and his nonforfeitable percentage but not for the purpose of increasing the amount of benefits to which such percentage shall apply.
 
(e)                                   If he is transferred from the United States on a temporary basis, he shall be deemed to continue as being employed within the United States on a permanent basis until such time as his transfer becomes permanent.
 
(f)                                     The determination of when an Employee is employed within the United States on a permanent basis, when a transfer from the United States is or become permanent, and when a transfer to or from the United States is temporary, shall be made by the Employer and such determination shall be conclusive and binding on all persons having any interest in the Trust.
 
(g)                                  As used in this Section the term “United States” includes possessions of the United States.
 
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3.07        Employment as Field Sales Agent or with ASI Solutions Incorporated
 
In the event an Employee was employed or becomes employed as a Field Sales Agent or with ASI Solutions Incorporated (excluding such employment that is with McLagan Partners Incorporated), the following rules shall apply:
 
(a)                                   He shall not accrue any retirement benefit hereunder while employed as a Field Sales Agent or with ASI Solutions Incorporated.
 
(b)                                  Compensation paid to him for services a Field Sales Agent or with ASI Solutions Incorporated shall be disregarded in determining his Final Average Earnings.
 
(c)                                   His Years of Service as a Field Sales Agent or with ASI Solutions Incorporated shall be counted for the purpose of determining his vested or non-forfeitable interest in his Accrued Retirement Income in the event his employment terminates prior to his Normal Retirement Date.
 
(d)                                  His service as a Field Sales Agent or with ASI Solutions Incorporated shall in no event be considered for the purpose of determining his Normal Retirement Benefit under Section 4.01 or his Accrued Retirement Income, it being the express intent hereof that his service as a Field Sales Agent or with ASI Solutions Incorporated shall be counted for the purpose of determining his eligibility to participate hereunder and his non-forfeitable percentage but not for the purpose of increasing the amount of benefits to which such percentage shall apply.
 
3.08        Transfer To Member That is Not An Employer
 
If an Employee is or was transferred to a member of the Aon group that is not an Employer hereunder, he shall continue to be treated as being employed by member of the Aon group that has adopted this Plan in the same manner as though such transfer had not been made and for the purpose of determining his Normal Retirement Benefit the member of the Aon group to which he transferred shall be deemed to be an Employer and have adopted this Plan. This Section shall not apply to an Employee whose employment with a member of the Aon group is terminated and who subsequently is reemployed by a non-adopting member of the Aon group.
 
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3.09        Alexander & Alexander Employees
 
Any individual who is employed by Alexander & Alexander Services Inc. or any of its subsidiaries on January 15, 1997, and who terminates employment after that date, shall participate in this Plan upon satisfaction of the eligibility and participation requirements of this Plan.
 
3.10        Innovative Services International, L.L.C., Employees
 
Effective January 1, 1999, any individual who is employed by Innovative Services International, L.L.C., or any of its subsidiaries, shall participate in this Plan, upon satisfaction of the requirements of Section 3 (“Eligibility”). No credit for service for benefit accrual shall be given for service before January 1, 1999.
 
3.11        Strategic Decisions Group (WTR-RICHMOND) Employees
 
Any individual who is employed by Strategic Decisions Group or any of its subsidiaries on June 12, 1999 and is an employee of Aon or any of its subsidiaries on December 31, 1999 shall receive credit for a Year of Service for benefit accrual for the plan year ending December 31, 1999.
 
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SECTION 4
 
Determination of Retirement Benefits
 
4.01                         Normal Retirement Benefit
 
Each participant who is employed in the service of the Employer on his Normal Retirement Date and who retires on or after his Normal Retirement Date shall be entitled to receive a monthly Normal Retirement Benefit beginning on the first day of the month following his actual retirement and continuing for his life, equal to one-twelfth of the sum of (a) through (d) :
 
(a)                                   1.15% of the Participant’s Final Average Earnings multiplied by his or her Years of Service on and after January 1, 1998.
 
(b)                                  .45% of the Participant’s Final Average Earnings in excess of Covered Compensation (as defined in section 2.19) multiplied by the lesser of: (i) his or her Years of Service on and after January 1, 1998; or (ii) 35 years, less Years of Service as of December 31, 1997.
 
(c)                                   the accrued retirement income of a Participant as of December 31, 1997, under the terms of the Aon Pension Plan.
 
(i)                                      in the case of Participant who is employed by an Employer on December 31, 1997, and is accruing a benefit under the Aon Pension Plan on that date, the amount described in (c) shall be multiplied by the greater of: (A) 1; or (B) a fraction, the numerator of which is Final Average Earnings at date of termination of employment and the denominator of which is Final Average Earnings at December 31, 1997.
 
(d)                                  the accrued retirement income of a Participant as of December 31, 1997, under the terms of the Pension Plan for Employees of Alexander & Alexander Services Inc. and Subsidiaries (“The A&A Plan”).
 
(i)                                      in the case of Participant who is employed by an Employer on December 31, 1997, and is accruing a benefit under the A&A Plan on that date, the amount described in (d) shall be multiplied by the greater of: (A) 1; or (B) a fraction, the numerator of which is Final Average Earnings (as defined
 
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under the Aon Pension Plan) at date of termination of employment and the denominator of which is Final Average Earnings (as defined under the Aon Pension Plan) at December 31, 1997.
 
4.02                       Accrued Benefit for Section  401(a)(17) Employee
 
Notwithstanding any other provision in the Plan, each section 401(a)(17) employee’s accrued benefit under this Plan will be the sum of:
 
(a)                                   the Employee’s accrued benefit as of the last day of the last plan year beginning before January 1, 1994, frozen in accordance with section 1.401(a)(4)-13 of the regulations, and
 
(b)                                  the Employee’s accrued benefit determined under the benefit formula applicable for the Plan Year beginning on or after January 1, 1994, as applied to the Employee’s Years of Service credited to the Employee for Plan Years beginning on or after January 1, 1994, for purposes of benefit accruals.
 
A section 401(a)(17) employee means an employee whose current accrued benefit as of a date on or after the first day of the first Plan Year beginning on or after January 1, 1994, is based on Compensation for a year beginning prior to the first day of the first Plan Year beginning on or after January 1, 1994, that exceeded $150,000.
 
4.03                       Minimum Accrued Benefit
 
Notwithstanding any other provision of this Plan, the Normal Retirement Benefit payable with respect to any Participant shall not be less than (a), (b), or (c), whichever is applicable:
 
(a)                                   the Accrued Retirement Income of the Participant under this Plan as of December 31, 1997;
 
(b)                                  for Participants who were participants in the A&A Plan (“A&A Participants”) and who die or terminate employment after December 31, 1997: normal retirement income, early retirement income, or death benefits as applicable and as determined under Articles VI and X of the 1994 restatement of the A&A Plan as if those provisions remained in effect until January 14, 2000.
 
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(c)                                   for A&A Participants who die or terminate employment before January 1, 1998:  annual retirement income as determined under Section 1(a) of Article VII of the A&A Plan, as of December 31, 1997.
 
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SECTION 5
 
Vested Interest
 
5.01                       Eligibility for Full Vesting
 
A Terminated Participant who has completed the required number of Years of Service and whose employment is terminated (for any reason other than death) prior to his Normal Retirement Date, shall be entitled to receive a monthly vested retirement benefit commencing with the first day of the month next following his Normal Retirement Date, if he is then living.
 
5.02                       Amount of Monthly Benefit
 
The amount of monthly vested retirement benefit which shall be paid to a Terminated Participant with one or more Hours of Service on or after January 1, 1989 , and eligible therefor pursuant to Section 5.01 shall be a percentage of his Accrued Retirement Income equal to the percentage determined under the following table:

Full Years of Service	 	Non-forfeitable Percentage	
Less than 5	 	0 %	
5 or more	 	100 %	
 
5.03                       Special Rules
 
In determining a Participant’s vested benefit under this Section, the following rules shall apply:
 
(a)                                   The Accrued Retirement Income and the vested retirement benefit of a Participant shall not be less than his benefit as of December 31, 1988.
 
(b)                                  Except as provided in Section 7.11, in the event a Terminated Participant again becomes a Participant his Accrued Retirement Income shall be determined as of the date his employment last terminated but shall in no event be less than his Accrued Retirement Income at the time of any prior termination of employment.
 
(c)                                   For a Participant formerly in the LOV Pension Plan (as discussed at Section 18.03 and not under the career average formula therein), such benefit as described at Section III B.I. thereof but counting credited
 
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Service only through December 31, 1988 shall be (a) 1.5% times final average compensation times years of credited service up to 25 years, less (but not below zero) (b) 2% times his primary social security benefit at age 65 times years of credited service up to 25 years, plus (c).5% times final average compensation times total years of credited service.
 
(d)                                  For a Participant previously in the MMD Pension Plan (as discussed at Section 18.04), such benefit as described at Section 4.1 thereof but counting credited service only through December 31, 1988, shall be (a) 1.6% times average monthly compensation times years of credited service up to 25 years plus .5% times average monthly compensation times total years of credited service in excess of 25 years; less (b) 2.5% times his primary social security benefit at age 65 times years of credited service up to 25 years; (c) prior to Normal Retirement Date the accrued benefit of a participant shall be calculated by assuming credited service to Normal Retirement Date and then multiplying the excess of (a) over (b) by a fraction the numerator of which is the Participant’s actual years of credited service on December 31, 1988 and the denominator of which is the number of years of credited service he would have accrued if his employment had continued uninterrupted to his Normal Retirement Date; (d)  provided , however, that a Participant’s accrued benefit shall be offset by the amount set forth in Appendix A to the Pension Plan, i.e., the actuarial equivalent of his June 30, 1982, account balance in the MMD Money Purchase Pension Plan, but said offset shall not exceed the Participant’s accrued benefit figured as set forth at (c) but reduced by substituting “May 1, 1982” for “December 31, 1988”.
 
(e)                                   Participants who are listed on Schedule 6(a) (“RDG Participants”) of the Asset Purchase Agreement between Aon Corporation and Resource Financial Corporation (attached as Exhibit A), shall be 100% vested on the date of the sale and purchase of the common stock of Ryan Dealer Group, Inc.
 
5.04                         Early Commencement Election
 
A Terminated Participant whose employment is terminated prior to his Normal Retirement Date may elect to have his deferred vested retirement benefit commence on the first day of any month after his 55th birthday, in which case he will be
 
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entitled to a vested retirement benefit computed under Section 5.02 but reduced as follows, if at all, for each year payable prior to the first day of the month next following his Normal Retirement Date to reflect the early commencement of such benefits:
 
(a)                                   For a vested retirement benefit commencing on or after the first day of the month next following his Normal Retirement Date, there shall be no reduction in the Terminated Participant’s vested retirement benefit.
 
(b)                                  For a vested retirement benefit commencing on or after the first day of the month next following his sixtieth (60th) birthday but prior to the date sixty (60) months thereafter, there shall be a reduction in the Terminated Participant’s vested retirement benefit of four percent (4%) for each year or portion thereof payable prior to the first day of the month next following his Normal Retirement Date.
 
(c)                                   For a vested retirement benefit commencing on or after the first day of the month next following his fifty-fifth (55th) birthday but prior to the date sixty (60) months thereafter, there shall be an additional reduction in the Terminated Participant’s vested retirement benefit of six percent (6%) for each year or portion thereof payable prior to the first day of the month next following his sixtieth birthday.
 
(d)                                  Any early vested retirement benefit for a Participant as figured above shall not be less than the sum of the following two amounts: (i) his vested retirement benefit as of December 31, 1988, reduced under the prior reduction formula in effect on such date, plus (ii) his vested retirement benefit calculated under Section 5.01 for service after December 31, 1988 (but taking all service into account in figuring the 35-year cap under Sections 2.19 and 4.01(c)) reduced under the current formula set forth above.
 
(e)                                   Termination of employment shall occur upon the voluntary or involuntary severance of employment with an Employer (except by reason of death, retirement at Normal Retirement Date or leave of absence).  Termination of employment shall also occur when an employee ceases to be an employee of an Employer as a result of any of the following events, notwithstanding the fact that the Employee is employed by a Subsequent Employer: (a) sale or other transfer to a Subsequent Employer of all or substantially all of the assets used in a trade or business of an Employer; and (b) liquidation, sale or other
 
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event involving an employer that terminates the parent-subsidiary or controlled group relationship with the Company or causes the Employer not to be considered a single employer with the Company under Code Section 414(b). For purposes of this Section 5.04, a Subsequent Employer shall be an employer that neither maintains this Plan nor is in a subsidiary, controlled group or single-employer relationship with the Company.
 
For Employees of Combined Life Insurance Company of New York the reduced vested retirement benefit payable under this Section shall in no event exceed the benefit payable under the rules and regulations of the New York State Insurance Department.
 
5.05                         Change in Top-Heavy Status
 
If the Plan becomes subject to Section 17 and subsequently ceases to be such, the vesting schedule in Section 17.04 shall continue to apply in determining the amount of monthly vested retirement benefit of any Participant who had at least three Years of Service as of December 31st in the last Plan Year of top-heaviness. For other Participants, said schedule shall apply only to their accrued benefit as of such December 31st.
 
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SECTION 6
 
Death Benefits
 
6.01                         Amount of Death Benefit
 
Except as provided in Section 7, no death benefits or survivor benefits shall be paid upon the death of a Participant or former participant.
 
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SECTION 7
 
Form of Payments
 
7.01                           Normal Form of Payment
 
Except as provided in Section 7.03, the normal form of payment of any monthly retirement benefit shall be a straight life annuity commencing on the date indicated in Section 4 or 5 (as may be applicable).
 
7.02                           Guaranteed Period Annuity
 
In every instance in which monthly retirement benefits are payable to a Retired or Terminated Participant under Section 4 or 5, such Participant may elect to receive such retirement benefits as a life annuity with payments certain for a period of 5, 10, or 15 years. In any such instance, the monthly retirement benefit shall be reduced to the actuarial equivalent of the straight life annuity provided by the normal form. An election under this Section must be filed with the Committee not more than 90 days and not less than 30 days before retirement benefits are to commence.
 
7.03                           Payment in Qualified Joint and Survivor Form
 
Notwithstanding the provisions of Sections 7.01 and 7.02, if a Participant is legally married under the laws of any jurisdiction on the date retirement benefits described in Section 4 or 5 are to commence, then, in lieu of the form and amount of retirement benefit provided by Section 7.01 or 7.02, the retirement benefit of such Participant shall be paid in the form of a Qualified Joint and Survivor Annuity (as defined below) with the spouse of such Participant unless the Participant and his spouse have elected, as provided in Section 7.06, to have his retirement benefits paid to him pursuant to Sections 7.01, 7.02, 7.04 or 7.05. For the purposes of this Plan, the term “Qualified Joint and Survivor Annuity” means an annuity for the life of the Participant with a survivor annuity for the life of his spouse which is equal to one-half of the amount of the annuity payable during the joint lives of the Participant and his spouse and which is actuarially equivalent to the annuity for the life of the Participant which he would otherwise be entitled to receive under the normal form.
 
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7.04                        Alternate Joint and Survivor Form
 
In addition to the 50% Qualified Joint and Survivor Annuity form under Section 7.03 for the Participant and his spouse, a Participant may elect a joint and survivor form with a survivor annuity of 50% (for a contingent annuitant other than the spouse), 75% or 100% of the annuity payable during the joint lives of the Participant and his designated contingent annuitant. Spousal consent under Section 7.14 shall not be required unless the contingent annuitant is a person other than the spouse.
 
7.05                        Social Security Adjustment Option
 
In order that a Participant who retires under the Plan, prior to the earliest date upon which his primary insurance benefits may commence under the Social Security Act, may receive a more level income where the monthly lifetime annuity payable under Section 7.01 is taken together with the Participant’s estimated primary insurance benefit under the Social Security Act commencing at age 62, such Participant may elect to convert a portion of his lifetime annuity to an actuarial equivalent temporary annuity. The temporary annuity shall provide for monthly payments, commencing at the Participant’s retirement date, provided that he is then living, and terminating with the monthly payment next preceding the earlier of (i) the date of the Participant’s death or (ii) age 62.  Such election may be made by filing a proper written authorization with the Committee before the date upon which the annuity payments are to commence to the Participant.
 
7.06                        Election Not to Receive Qualified Joint and Survivor Annuity
 
A Participant, Retired Participant or Terminated Participant may elect to have his retirement benefits paid to him pursuant to Sections 7.01, 7.02, 7.04 or 7.05 instead of the Qualified Joint and Survivor Annuity form under Section 7.03. Any such election shall be made in writing and filed with the Committee on such form as the Committee may determine, subject to spousal consent under Section 7.14, and shall not be effective unless filed with the Trustees within 90 days of the date retirement benefits commence.
 
7.07                        Revocation of Election Not To Receive Qualified Joint and Survivor Annuity
 
A Participant, Retired Participant or Terminated Participant, or his spouse, who has elected not to receive his retirement benefits in the Qualified Joint and Survivor Annuity form, as provided in Section 7.06, may revoke such election at any time before retirement benefits commence.
 
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7.08                         Surviving Spouse and Domestic Partner Benefit
 
In the event of the death of a Participant, including a Retired Participant or a Terminated Participant, prior to his annuity starting date and after he has either attained his Normal Retirement Date under Section 4 or has earned a vested retirement benefit under Section 5, the surviving spouse of such deceased Participant shall be entitled to receive a survivor annuity. This survivor annuity shall be in the amount that would have been payable under Section 7.03 if the decedent had retired with a Qualified Joint and Survivor Annuity thereunder on the day before his death; provided , however, that if the Participant dies prior to age 55 the survivor annuity shall not be payable until the date he would have attained age 55, calculated as if the Participant had separated from service on the date of death, survived to age 55, and retired with a Qualified Joint and Survivor Annuity on the day before his death. Commencement of the surviving spouse benefit shall be delayed beyond the date when it would otherwise commence if the spouse so elects in writing, but not beyond the date on which the Participant would have attained age 70-1/2 and only if Section 7.07 does not apply.
 
Effective for Participants who are employed in California by an Employer and who die after December 31, 2001, the Surviving Spouse Benefit will be paid to a “Qualified Domestic Partner.” A “Qualified Domestic Partner” is a person of the same or opposite sex of the Participant whose domestic partnership was registered with a city, state or other government body and which meets all of the following requirements:  (1) an intimate, committed relationship of mutual caring; (2) shared principal residence; (3) agreement to be responsible for the other’s basic living expenses; (4) both partners are age 18 or older; (5) neither partner is married to another person or has another domestic partner; (6) neither partner is related by blood; and (7) neither partner has had a different domestic partner in the past six months. A copy of any domestic partner registration shall be filed by the Participant with the Committee, together with any other information the Committee deems necessary to authenticate a domestic partner relationship. If a person is a “Qualified Domestic Partner,” the benefit provided in the first paragraph of this Section 7.08 shall be paid as if the person were the surviving spouse of the Participant.
 
7.09                         Lump Sum Cash Out
 
In the event the actuarial equivalent of any monthly benefit pursuant to any of the provisions of this Plan expressed as a single sum is $5,000 or less, the Committee shall direct the Trustee, upon termination of the Participant’s employment, to pay to the person entitled to such monthly benefit, in a single sum, the amount of such actuarial equivalent. For distributions occurring on or after January 1, 2002, any distribution hereunder which exceeds $1,000 shall be paid to an IRA custodian selected by the
 
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Committee unless the Participant elects to receive the distribution or directs the distribution to a different qualified plan or individual retirement account. If the payee is a Participant, any benefit that may hereafter become payable to him because of subsequent service as an Employee shall be reduced by the present value of the accrued benefit which was paid to him pursuant to this Section or shall be determined by disregarding the Years of Service with respect to which he has received payment, the method to be used to be the one which results in the lesser benefit.  For purposes of this Section 7.09, the term “termination of employment” shall have the same meaning as the term for purposes of Section 5.04(e).
 
For purposes of this section, if the present value of an employee’s vested accrued benefit is zero, the employee shall be deemed to have received a distribution of such vested accrued benefit.
 
7.10       Use of Annuity Policy
 
At such time as a retirement benefit becomes payable under this Plan, the Committee may, in its sole discretion, provide for the payment of such benefit by directing the Trustee to obtain an annuity policy from an insurance company that will provide the retirement benefit that is payable and payment pursuant to the terms of any said policy shall be deemed to be payment pursuant to the terms of this Plan. The Trustee may retain ownership of any such policy or assign it to the Participant (or his surviving spouse, if applicable) and upon such assignment all further obligation to make payments pursuant to the terms of this Plan shall terminate. Any annuity policy obtained after July 31, 1983, shall be issued on a unisex basis and all the terms and conditions under any such contract, including benefits, premiums, options, loan values and cash surrender values, shall be the same for both male and female. Before any annuity policy is assigned by the Trustee it shall cause such policy to be made nontransferable by any person other than the Trustee.
 
7.11       Return to Work
 
(a)                                   The provisions set forth in (a)-(e) below shall apply to any Employee who is reemployed by an Employer before January 1, 2001. Except as provided below, the retirement benefits of an Employee receiving retirement benefits pursuant to Section 4 or 5 and rehired by a corporation which is a member of the same controlled group of corporations under Section 13.02 as the Employer as of the time benefits commenced, shall be suspended or shall continue to be suspended only for the calendar month in which the first day of the month next following his fifty-fifth (55th) birthday falls and calendar
 
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months thereafter, in which he completes 40 or more Hours of Service.
 
(b)                                  An Employee may request, and the Committee within a reasonable amount of time will render, a determination of whether specific contemplated employment would result in suspension of benefits. Requests for status determination shall be considered in accordance with the procedure under Section 13.04 for affording a review of the status determination.
 
(c)                                   No payment shall be withheld pursuant to this Section unless the Committee notifies the Employee, by personal delivery or first class mail, during the first calendar month in which the Plan withholds payments, that his benefits are suspended. Such notification shall contain a description of the specific reasons why benefit payments are being suspended, a general description of this Section relating to the suspension of payments, a copy of this Section and Section 7.13, and a statement to the effect that applicable Department of Labor regulations may be found in Section 2530.203-3 of Title 29 of the Code of Federal Regulations. In addition, the suspension notification shall inform the Employee of the procedure under Section 13.04 for affording a review of the suspension of benefits.
 
(d)                                  An Employee rehired prior to his Normal Retirement Date may earn additional Years of Service subsequent to his return to work and until he retires on or after his Normal Retirement Date. Such period shall be taken into account in figuring his Normal Retirement Benefit or his vested retirement benefit, as may be applicable.
 
(e)                                   Benefits suspended under this Section shall resume (or shall begin, in the case of a working Employee who continues in employment after the first day of the month next following his fifty-fifth (55th) birthday and who has completed 40 or more Hours of Service per month thereafter as set forth in Subsection (b), above) no later than the first day of the third calendar month after the calendar month in which the Employee ceases to be subject to suspension of his benefits hereunder. The initial payment shall include the payment scheduled to occur in the calendar month when payments resume (or begin) and shall include any amounts withheld during the period between cessation of employment (or the beginning of a calendar month with less than 40
 
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Hours of Service as provided at Section 7.12, as the case may be) and the resumption of payments. The full amount of such initial payment may be offset against the amount of any prior retirement benefits erroneously paid to the Employee after he had become subject to this Section, and subsequent benefit payments may be offset in the amount of 25% of the amount otherwise due, until the amount of such overpayment has been completely recovered.
 
(f)                                     Effective for any Employee who employed or is reemployed by an Employer on or after December 31, 2000 and who has commenced receiving retirement benefits, such benefits will not be terminated or will commence again upon such reemployment. Benefit payments will continue in the same amount and in the same form as were paid before the reemployment. On subsequent termination of employment with the Employer, such benefits shall be increased to reflect any additional accruals for any Years of Service after reemployment and payments already received and decreased by the actuarial value of any payments received.
 
7.12       When Participant Deemed Retired
 
If a Participant continues to be employed after the fifteenth (15th) day of the month next following his fifty-fifth (55th) birthday but in any calendar month completes less than 40 Hours of Service, he shall, for the purposes of this Plan, be deemed to have retired on the first day of the month in which such event took place; provided , however , that the rules of Section 7.11 shall continue to apply in respect to any subsequent month in which he completes 40 or more Hours of Service.
 
7.13       General Provisions Governing Distributions
 
(a)                                   Distribution of benefits to a Participant who continues in employment with the Employer or any subsidiary beyond the Participant’s Normal Retirement Date must begin by April 1 of the calendar year following the later of: (i) the calendar year in which the Participant terminates employment with the Employer or any subsidiary; or (ii) the calendar year in which the Participant attains age 70 1 / 2 . If, however, the Participant is a five percent owner of the Employer (as defined in section 416(i) of the Code) (a “5% Owner”) with respect to the Plan Year in which the Participant attains age 70 1 / 2 , the required
 
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distribution commencement date is April 1 of the calendar year following the calendar year in which the Participant attains age 70 1 / 2 .
 
(b)                                  A Participant who attains age 70 1 / 2  on or after January 1, 1999, and is not a 5% Owner, shall not be entitled to begin benefit payments before termination of employment.
 
(c)                                   In the case of a Participant other than a 5% Owner whose distributions commence or recommence later than the first day of April of the calendar year following the calendar year in which such Participant attains age 70 1 / 2 , such Participant’s retirement benefit shall not be less than:
 
(i)             the actuarial equivalent of the employee’s retirement benefit that would have been payable as of the later of the April 1 following the calendar year in which the employee attains age 70 1 / 2  or January 1, 1997, if benefits had commenced on that date, plus
 
(ii)            the actuarial equivalent of any additional benefits accrued after that date; reduced by
 
(iii)           the actuarial equivalent of any distributions made with respect to the employee’s retirement benefits after that date.
 
7.14        Spousal Consent
 
Any election by the Participant under Section 7.06 shall not take effect unless the spouse consents in writing to such election.  Such consent must be given within the 90 day election period under Section 7.06, must acknowledge the effect of the election or designation, shall be to a specific Beneficiary and to a specific form of benefit, and be witnessed by a Plan representative or a notary public. Any consent shall be effective only as to such spouse. Such election shall take effect without the spousal consent only if it is established to the satisfaction of a Plan representative that the consent may not be obtained because there is no spouse, because the spouse cannot be located, or because of such other circumstances as the Secretary of the Treasury may by regulations prescribe.
 
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7.15        Notice
 
The Trustees shall deliver a written explanation to each Participant or terminated Participant who will become entitled to receive vested retirement benefits on or about the date nine (9) months before he attains age 55 of the terms and conditions of the Qualified Joint and Survivor Annuity form and the surviving spouse benefit, including the rights of the spouse under Section 7.14, and the effect of electing or not electing such a form of payment. The explanation shall include a general description of the eligibility conditions and other material features of the optional forms of benefit, including the relative values of such optional forms with the interest rate used in calculating such values. Notwithstanding the provisions of Sections 7.06 and 7.07, the period for such election or revocation thereof shall not expire until at least ninety (90) days after such notice has been given. Any Participant who has not had an election under Section 7.06 made available may elect (or his personal representative may elect in the event of his death) to receive the balance of his benefits in a form other than that of a Qualified Joint and Survivor Annuity or surviving spouse benefit at any time until ninety (90) days after notice of the availability of such election is given to such Participant (or to his personal representative).
 
7.16        Joint and Survivor Annuities and Surviving Spouse Benefits to Former Participants
 
Effective August 23, 1984, a Participant (including a Terminated Participant) who had at least one Hour of Service on or after September 2, 1974, to whom Section 205 of ERISA and IRC Section 401(a)(ll) (as in effect on August 22, 1984) would not apply but for this Section, to whom the amendments made by Section 103 and 203 of the Retirement Equity Act of 1984 dealing with Qualified Joint and Survivor Annuities and. Surviving spouse Benefits do not apply, whose annuity starting date has not occurred as of August 23, 1984, and who is still alive as of August 23, 1984, may elect to have the Provisions of Section 7 as in effect prior to August 23, 1984 apply. A Participant (including a Terminated Participant) who had at least one Hour of Service in any Plan Year beginning on or after January 1, 1976, to whom the amendments made by Section 103 and 203 of the Retirement Equity Act of 1984 dealing with Qualified Joint and Survivor Annuities and Surviving Spouse Benefits would not (but for this Section) apply who at the time of his separation from service had at least ten Years of Service under the Plan and had a non-forfeitable right at least a portion of his accrued benefit derived from Employer contributions, whose annuity starting date has not occurred as of August 23, 1984, and who is still alive as of August 23, 1984, may elect to have the qualified pre-retirement survivor annuity requirements of the amendments made by such Sections 103 and 203 apply. Any election under this Section may be made during the period beginning August 23, 1984, and ending on the earlier of the Participant’s Annuity Starting Date or the date of
 
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his death. Notice of the provisions of this Section shall be given at such time or times and in such manner as the Secretary of the Treasury may prescribe.
 
7.17        Commencement of Benefits
 
Unless the Retired Participant otherwise elects, payment of any benefit provided under the Plan shall commence no later than the 60th day after the latest of the close of the Plan Year in which:
 
(i)                                      the Participant attains age 65;
 
(ii)                                   occurs the 10th anniversary of the year in which the Participant commenced participation in the Plan; or
 
(iii)                                the Participant terminates employment with the Employer.
 
The failure of a Participant and spouse to consent to a distribution while a benefit is immediately distributable, within the meaning of Treas. Regs. §1.417(e)-l(b), shall be deemed to be an election to defer commencement of payment of any benefit sufficient to satisfy this section. Regardless of the foregoing, distributions (including distributions under any contract) made in periodic installments (which may be increased or accelerated) to a Retired Participant shall commence not later than April 1st of the calendar year following the calendar year in which he attains age 70-1/2.
 
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SECTION 8
 
Plan Funding
 
8.01        Contributions
 
The Employers will make contributions from time to time to the Trustee under the Trust Agreement in amounts that are sufficient (as determined in accordance with the Plan funding method and policy adopted by the Employer) to provide the benefits provided hereunder and as are consistent with the provisions of Part 3 of Title I of ERISA. Participants shall not make contributions under the Plan.
 
8.02        Forfeitures
 
All forfeitures arising under the Plan will be applied to reduce the Employer’s contributions thereunder and shall not be used to increase the benefits any person would otherwise receive under the Plan.
 
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SECTION 9
 
Rights to Amend or Discontinue Contributions
 
9.01        Continuance of Contributions Not Assumed
 
It is the expectation of the Employers that they will continue this Plan and the payment of its contributions hereunder indefinitely; but continuance of the Plan is not assumed as a contractual obligation and the right is reserved to each Employer at any time to discontinue its contributions hereunder.
 
9.02        Right to Amend
 
Except as herein limited, the Company, by action of the Board or by action of any person or entity authorized by the Board, shall have the right to amend this Plan at any time to any extent it may deem advisable.  Such amendment shall be stated in an instrument in writing approved by the Board. Upon delivery of such instrument to the Committee, this Agreement shall be deemed to have been amended in the manner set forth, provided, however, except as may be required to maintain this Plan as a qualified Plan under the IRC:
 
(a)           No amendment shall increase the duties or liabilities of the Trustees without their consent;
 
(b)                                  No amendment shall have the effect of vesting in the Employers any interest in or control over the Retirement Fund;
 
(c)                                   No amendment shall have the effect of depriving the surviving spouse or Beneficiary of a then deceased Participant of the right to receive the benefits to which such spouse or Beneficiary is entitled;
 
(d)                                  No amendment shall have the effect of depriving any then Retired Participant or active Participant who has then reached his Normal Retirement Date of the retirement income which he is entitled to receive;
 
(e)                                   No amendment shall have the effect of depriving any Terminated Participant of the benefits which he is entitled to receive;
 
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(f)                                     No amendment shall have the effect of depriving any Participant of any benefit he would have been entitled to receive if he had terminated his employment immediately prior to such amendment;
 
(g)                                  No amendment shall have the effect of decreasing the accrued benefit of Participant other than an amendment described in IRC Section 412(c)(8), or Section 4281 of ERISA. For purposes of the preceding sentence a plan amendment which has the effect of (i) eliminating or reducing a subsidy or an early retirement benefit (as defined in regulations), or (ii) eliminating an optional form of benefit with respect to benefits attributable to service before the amendment, shall be treated as reducing accrued benefits. In the case of a retirement-type subsidy, the preceding sentence shall apply only with respect to a Participant who satisfies (either before or after the amendment) the pre-amendment conditions for the subsidy. This Paragraph shall not apply, to the extent provided by regulations, to a plan amendment described in clause (ii) (other than a plan amendment having an effect described in clause (i)).
 
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SECTION 10
 
Duration and Distribution on Termination
 
10.01      Termination by Employer
 
Unless otherwise terminated, as provided in paragraphs (a), (b), and (c), of this Section or Section 10.03, this Plan shall continue in perpetuity, or for such time as may be necessary to accomplish the purpose or which it is created. This Plan shall terminate upon the happening of any of the following events:
 
(a)                                   The Company, by appropriate resolution of its Board, elects to terminate this Plan;
 
(b)                                  An Employer shall elect to terminate its participation in the Plan or shall be judicially declared bankrupt or insolvent, or in the event of dissolution, merger, or consolidation of the Employer without provision for continuing this Plan; provided, however, in the event of dissolution, merger, or consolidation of the Employer, provision may be made by its successor for continuing this Plan and the substitution of such successor or successors for the Employer hereunder, in which event this Plan shall continue in full force and effect and further provided that termination shall be limited as described under Section 15.03.
 
(c)                                   There is a complete termination of this Plan within the meaning of Section 411(d)(3) of the IRC.
 
10.02      Distribution on Complete Termination
 
In the event this Plan shall terminate for any of the reasons set forth in Section 10.01(a) or (c), the Trustees shall, after payment of all expenses of liquidation, distribute the Retirement Fund in the manner and order set forth in Section 4044 of ERISA. This Trust shall continue as a liquidation trust until final distribution of all assets.
 
10.03      Termination by Pension Benefit Guaranty Corporation
 
In the event this Plan is terminated by reason of proceedings instituted by the Pension Benefit Guaranty Corporation under Section 4042 of ERISA, the Retirement Fund shall be distributed pursuant to the provisions of Section 402 of ERISA.
 
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10.04      Vesting Upon Termination
 
Except as provided in Section 11, upon the termination or partial termination of this Plan the rights of all affected Participants to benefits accrued to the date of termination or partial termination, to the extent funded as of such date, shall be non-forfeitable.
 
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SECTION 11
 
Benefits in the Event of Early Termination of Plan
 
11.01      Participants
 
Notwithstanding any provision in this Agreement to the contrary, the benefits provided by the Company’s contributions for Participants whose anticipated annual retirement benefit provided by such contributions will exceed $1,500, but applicable only to the twenty-five highest paid Employees as of December 31, 1988 (including any such highest-paid Employees who are not Participants at that time but may later become Participants) shall be subject to the conditions hereinafter set forth.
 
11.02      Maximum Benefit
 
Such benefits shall be paid in full which have been provided by the Company’s contributions not exceeding the largest of the following amounts:
 
(a)                                   The Company contributions (or funds attributable thereto) which would have been applied to provide the benefits for the Employee of this Plan, as it existed prior to January 1, 1989, and as if the Plan had been continued without change.
 
(b)                                  $20,000
 
(c)                                   An amount equal to 20% of the first $50,000 of the Participant’s annual Compensation multiplied by the number of years between December 31, 1988, and (A) the date that the Plan terminates, or (B) if benefits become payable to a Participant described in Section 11.01 within ten years after December 31, 1988, the date the benefits of such Participant first become payable (if before the date of termination of this Plan), or (C) if benefits become payable to a Participant described in Section 11.01 after December 31, 1988, and if the full current costs of the Plan for the ten years starting December 31, 1988, have not been met, or if the full current costs have not been met on the dates referred to in (A) or (B) above, the date of the failure to meet the full current cost.
 
(d)                                  whichever of the following amounts shall apply:
 
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(i)             for a Participant who owns, directly or indirectly, more than ten percent (10%) in value of either the voting stock of the Company or all the stock of the Company (applying the constructive ownership rules of Section 1563(e) of the IRC without regard to Section 1563(e)(3)), a dollar amount which equals the present value of the benefit guaranteed for such Participant under Section 4022 of ERISA, as amended, or if the Plan has not terminated, the present value of the benefit that would be guaranteed if the Plan terminated on the date the benefit commences determined in accordance with regulations of the Pension Benefit Guaranty Corporation; or
 
(ii)            for a Participant not within Paragraph (i), above, a dollar amount which equals the present value of the maximum benefit described in Section 4022(b)(3)(B) of ERISA, as amended (determined on the date the Plan terminates or on the date benefits commence, whichever is earlier) without regard to any other limitations in Section 4022 of ERISA.
 
11.03      Limitation on Benefits
 
If (1) this Plan is terminated within ten years after December 31, 1988, or (2) the benefits of any of the Participants described in Section 11.01 become payable within ten years from December 31, 1988, the benefits which any of the Participants described in Section 11.01 may receive from the Company’s contributions shall not exceed the benefits set forth in Section 11.02.
 
11.04      Termination of Employment
 
If a Participant described in Section 11.01 leaves the employ of the Company or withdraws from participation in this Plan, the benefits which he may receive from the Company’s contributions shall not at any time, within the first ten years after December 31, 1988, exceed the benefits set forth in Section 11.02. If, at the end of the ten-year period starting December 31, 1988, the full current costs for such ten years have not been met, the benefits such Participant may receive from the Company’s contributions shall not exceed the benefits set forth in Section 11.02 until the first time that the full current costs of this Plan have been met.
 
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11.05      Death Benefits
 
These conditions shall not restrict the full payment of any insurance, death or survivor’s benefits on behalf of a Participant who dies while this Plan is in full effect and its full current costs have been met.
 
11.06      Retirement Benefits
 
These conditions shall not restrict the current payment of full retirement benefits not exceeding those provided by the normal form called for by this Plan for any Retired Participant while this Plan is in full effect and its full current costs have been met.
 
11.07      Lump Sum Distribution
 
The conditions of this Section shall not restrict a lump sum distribution to a Terminated or Retired Participant of the benefits he may be entitled to receive, if this Plan is in full effect and its full current costs have been met at the time of the distribution and he enters into an agreement with the Trustees to the effect that in the event
 
(a)                                   the Plan terminates before December 31, 1998, or
 
(b)                                  a default occurs in the payment of the full current costs of the Plan for any Plan Year ending before December 31, 1998
 
he (or, in the case of his death, his estate) will repay to the Trustees a sum equal to the actuarial equivalent of the amounts by which his monthly retirement benefits under the Plan (under the normal form) would have decreased during his then remaining lifetime pursuant to the provisions of this Section 11. Such obligation to repay must be adequately secured, and if secured by property of the distributes, the distributes must agree that if the market value of the property falls below a certain percentage of the amount that would then be repayable if the Plan were then terminated he will deposit additional property necessary to sufficiently increase the value of the property held by the depositary. The agreement need not be secured if the fair market value of Plan assets is not less than the actuarial equivalent of all accrued benefits (whether or nor forfeitable) expressed as a single sum; provided, that the agreement shall provide for security to be provided in the future in the event that the fair market value of Plan assets subsequently, during the period covered by this Section, falls below the actuarial equivalent of all accrued benefits.
 
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11.08      Intent
 
This Section 11 is included in this agreement to conform to the requirements of Treasury Regulation Paragraph 1.401-4(c) and shall be applied in a manner consistent with such Regulation or any substitute therefor but shall cease to be effective at such time as the provisions of the Treasury Regulation Paragraph 1.401(c) or any substitute therefor are no longer effective or applicable.
 
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SECTION 12
 
Administrative Committee
 
12.01              Formation and Members
 
This Plan shall be administered by an administrative committee constituted of not less than three (3) and not more than seven (7) members. The Board shall have the right at any time and from time to time to appoint the members of the Committee and to remove any member of the Committee and appoint a successor member. Each member of the Committee shall serve until such time as he shall resign, die, or be removed by the Board and until his successor is appointed. In the event of the death, resignation or removal of any member acting hereunder, the Board may appoint a successor to fill such vacancy and such successor member, upon accepting such appointment by an instrument in writing delivered to the Company, shall without further action, become vested with all the rights, powers, -discretion and duties of a member of the Committee with like effect as if originally named as a member hereunder. Each member of the Committee shall have the right at any time, by ten (10) days written notice to the other members then acting hereunder, and to the Company, to resign as a member hereunder.
 
12.02              Chairman and Secretary
 
The Committee shall appoint a Chairman from among the members of the Committee and the Chairman shall preside at all meetings of the Committee, and shall have the right to vote on any matter to be determined by the Committee. The Committee shall also appoint a Secretary to the Committee, who need not be a member of the Committee, who shall keep an accurate record of all determinations of the Committee and perform such other duties as may from time to time be assigned to him by the Committee or the Chairman of the Committee.
 
12.03              Actions of the Committee
 
All actions of the Committee shall be by majority vote of the entire Committee.  No formal meetings need be called or held by such Committee if a majority of the then members of the Committee shall authorize and approve, by an instrument in writing, any action or decision agreed upon by such majority.
 
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12.04              Execution of Instruments
 
The Committee may designate any one or more of its members, or its Secretary, to sign any document, instrument or paper on behalf of the entire Committee.
 
12.05              Reports to the Board
 
The Committee shall furnish such reports and other information as may be required from time to time by the Board.
 
12.06              Administration of the Plan
 
The Committee may, from time to time, establish rules and procedures for administration of the Plan not inconsistent with the Plan’s provisions, and administer the Plan in accordance with such provisions and such rules and procedures. The Committee shall have the exclusive right and discretionary authority to construe the terms and provisions of the Plan, including without limitation, the power to construe or interpret disputed, ambiguous or uncertain terms, and such other powers as may be necessary to carry out the provisions of the Plan. The Committee shall also have the discretionary authority to determine all questions relating to the eligibility of Employees to participate in the benefits of the Plan and the amount of such benefits, and resolve all questions pertaining to the administration, interpretation and application of the Plan provisions. Benefits under the Plan will be paid only if the Committee decides in its discretion that the applicant is entitled to them. Actions taken in good faith by the Company, the Committee or an Employer shall be conclusive and binding on all interested parties as to all questions of interpretation and application under this Plan and as to all other matters arising out of the administration thereof, and shall be given the maximum possible deference allowed by the law. The Committee shall issue such directions to the Trustee as may from time to time be necessary to authorize the Trustee to make the payments provided for by this Plan.
 
12.07              Liability of Members
 
To the extent permitted by law, no member of the Committee shall ever be liable for any act or default of any predecessor member nor for any loss sustained through any error of judgment, but shall only be liable for his own willful default. No successor member acting hereunder shall be under any duty to examine into or take any action with reference to the prior action of any prior Committee acting hereunder. The Company shall indemnify and save harmless each member of the Committee and the Secretary to the Committee from the effects and consequences of his actions and conduct in his official
 
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capacity, except to the extent that such effects and consequences flow from his own willful conduct.
 
12.08                Allocation of Duties
 
The Committee, by its action, may allocate its fiduciary responsibilities among its members, and may designate persons other than its members to carry out its fiduciary responsibilities. The Committee, individual members of the Committee allocated specific fiduciary responsibilities, and persons other than members of the Committee designated to carry out specific fiduciary responsibilities may employ one or more persons to render advice with respect to their responsibilities.   If the Committee has allocated a specific fiduciary responsibility among its members, or has designated persons other than its members to carry out a specific fiduciary responsibility, it shall do the following things: (1) it shall make as a condition of such allocation or designation the fact that the Committee may terminate the allocation or designation at will; and (2) it shall report such allocation or designation to the Board who by its action, may order that such allocation or designation be terminated in which case it shall be done as soon as practicable.
 
12.09                Investments
 
The Committee shall have no duty or obligation to supervise or control in any way the investments made by the Trustee under the Trust Agreement, but all fiduciary responsibility for investing and safeguarding the assets of the Plan shall reside solely with such Trustee.
 
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SECTION 13
 
ERISA Provisions
 
13.01  Service for Predecessor
 
To the extent required by regulations that may be prescribed by the Secretary of the Treasury or his delegate, service for a predecessor shall be treated as service for the Employers.
 
13.02 Controlled Group
 
To the extent required by Section 414(b), (c), (m), (n) and (o) of the Internal Revenue Code, all employees of the entities described therein shall be treated as employed by a single employer. If an Employee or former Employee becomes employed or was employed by any such entity that the Employer is a member of and such other member has not adopted this Plan, the following rules shall apply:

(a)	 	Upon becoming an Employee of the Employer, his prior service in the employment of another member of the controlled group shall be considered as though it was service for the Employer for the purpose of determining when he will become eligible for participation under Section 3 and for the purpose of determining his eligibility for a vested retirement benefit.	
 	 	 	
(b)	 	If he was previously an Employee of the Employers and a Participant under this Plan but did not have five Years of Service at the time such employment terminated, his subsequent service in the employment of another member of the controlled group shall be considered as though it was service for the Employers for the purpose of determining his eligibility for a vested retirement benefit under Section 5.02.	
 	 	 	
(c)	 	His service for such other member of the controlled group shall in no event be considered for the purpose of determining his Normal Retirement Benefit under Section 4.01 or his Accrued Retirement Income under Section 5.02, it being the express intent hereof that his service for another member of the controlled group that has not adopted this Plan shall be counted for the purpose of determining his non-forfeitable percentage but not for the purpose of increasing the amount of benefits to which such percentage shall apply.	
 
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(d)	 	He shall not be eligible to receive any benefits while employed by any other member of the controlled group, except as provided at Section 7.12	
 	 	 	
(e)	 	Remuneration paid to such person for services rendered to another member of a controlled group shall not be considered in determining his Final Average Earnings.	
 
13.03                Merger
 
This Plan shall not be merged or consolidated with any other Plan or the assets held under this Plan shall not be transferred to any other Plan, unless each Participant in the Plan would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated).
 
13.04                Claims Procedure
 
Pursuant to Section 503 of ERISA the following claims procedure is established:

(a)	 	A timely written application for benefits shall be filed with the Committee on a form prescribed by it.	
 	 	 	
(b)	 	if a Claim is denied, in whole or in part, written notice of such denial shall be furnished to the applicant setting forth, in a manner calculated to be understood by him, the following:	
 	 	 	
 	 	(i) 	The specific reason or reasons for the denial;	
 	 	 	 	
 	 	(ii)	A specific reference to pertinent Plan provisions on which the denial is based;	
 	 	 	 	
 	 	(iii)	A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and	
 	 	 	 	
 	 	(iv)	An explanation of the claim review procedure.	
 
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(c)	 	An applicant whose claim has been denied in whole or in part (or his duly authorized representative) may appeal such denial to the Committee by making a written request for a review and may review pertinent documents and submit issues and comments in writing. A written request for review must be filed within 120 days of the date an applicant has been notified of the denial or partial denial of this claim.	
 	 	 	
(d)	 	The decision on review shall be made promptly and within 60 days of receipt of the request for review, shall be in writing, and shall include specific reasons for the decision, written in a manner calculated to be understood by the applicant, and specific references to the pertinent Plan provisions on which the decision is based.	
 
13.05             Maximum Annual Benefit
 
The annual benefits payable to a Participant under this Plan and any other qualified defined benefit plan adopted by the Employer shall in no event exceed the lesser of $90,000 ($160,000 for 2002) (the “dollar” limitation) or 100% of the Participant’s average compensation for his high three consecutive calendar years of participation (the “percentage” limitation). The following rules shall be effective in applying the provisions of this Section:
 
(a)                             Both the $90,000 ($160,000 for 2002) dollar limitation and the 100% percentage limitation referred to in the first sentence of this Section shall be adjusted for increases in the cost of living in accordance with regulations prescribed by the Secretary of the Treasury or his delegate; provided , however , that the 100% percent limitation shall be adjusted only in the case of adjusting any benefits under this Section, and no cost of living adjustments under this Subsection (a), including both the dollar limitation and percentage limitation, shall be taken into account before the year for which such adjustment takes effect.
 
(b)                            If the annual benefit is payable in a form other than as a straight life annuity, an adjustment shall be made to the maximum permissible annual benefit, in accordance with regulations prescribed by the Secretary of the Treasury or his delegates so that it is equivalent to the maximum annual benefit payable as a straight life annuity. In determining the maximum annual benefit payable any ancillary benefit which is not directly related to retirement income benefits shall not be taken into account, and that portion of any joint and survivor annuity
 
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which constitutes a qualified joint and survivor annuity under Section 7.03 shall not be taken into account.

(c)                             If the retirement income benefit begins before the Social Security Retirement Age (for years beginning January 1, 2002 and thereafter, age 62) the determination as to whether the $90,000 ($160,000 for 2002) dollar limitation referred to in the first sentence of this Section has been satisfied shall be made in accordance with regulations prescribed by the Secretary of the Treasury or his delegate, by reducing the limitation so that such limitation (as so reduced) equals an annual benefit (beginning when such retirement income benefit begins) which is equivalent to a $90,000 ($160,000 in 2002) annual benefit beginning at the Social Security Retirement Age (for years beginning January 1, 2002 and thereafter, age 62).  For years before January 1, 2002, the reduction shall be made in such manner (as prescribed by the secretary of the Treasury or his delegate) as is consistent with the reduction for old-age insurance benefits commencing before the Social Security Retirement Age under the Social Security Act.
 
(d)                            If the retirement income benefit begins after the Social Security Retirement Age (for years beginning January 1, 2002 and thereafter, age 65), the determination as to whether the dollar limitation referred to in the first sentence of this Section has been satisfied shall be made in accordance with regulations prescribed by the Secretary of the Treasury or his delegate, by increasing the limitation so that such limitation (as so increased) equals an annual benefit (beginning when such retirement income benefit begins) which is equivalent to a $90,000 ($160,000 in 2002) annual benefit beginning at the Social Security Retirement Age (for years beginning January 1, 2002 and thereafter, age 65).
 
(e)                             For the purpose of adjusting any benefit under Subsection (b) or (c), above, the interest rate assumption shall not be less than the greater of 5% or the rate specified in the Plan. For purposes of adjusting any benefit under Subsection (d), above, the interest rate assumption shall not be greater than the lesser of 5% or the rate specified in the Plan.
 
(f)                               Notwithstanding the preceding provisions, the benefits payable with respect to a Participant shall be deemed not to exceed his limitation if
 
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they do not exceed $10,000 for the Plan Year, or for any prior Plan Year, and the Employer has not at any time maintained a defined contribution Plan in which the Participant participated.
 
(i)                              if a Participant has less than 10 years of participation in the Plan, the $90,000 dollar limitation referred to in the first sentence of this Section shall be the limitation determined under such sentence (without regard to this Subsection (g)), multiplied by a fraction —
 
(A)                         the numerator of which is the number of years (or part thereof) of participation, and
 
(B)                           the denominator of which is 10.
 
(ii)                             If a Participant has less than 10 years of service with the Employer, the 100% percentage limitation under the first sentence of this Section and the $10,000 limitation under Subsection (f) shall be adjusted by multiplying such amounts by a fraction —
 
(A)                         the numerator of which is the number of years (or part thereof) of service, and
 
(B)                           the denominator of which is 10.
 
(iii)                          In no event shall Paragraphs (i) or (ii), above, reduce either the dollar limitation or the percentage limitation under the first sentence of this Section, or the $10,000 limitation under Subsection (f), to an amount less than 1/10 of such limitation (determined without regard to this Subsection (g)).
 
(iv)                       To the extent provided in regulations this Subsection (g) shall be applied separately with respect to each change in the benefit structure of the Plan.
 
(g)                            In the case of an individual who was an active Participant in this Plan before October 3, 1973, his annual benefit need not be less than 100% of his annual rate of compensation on the earlier of October 2, 1973, or the date on which he separated from the service of the Employer; provided, that such annual benefit shall not exceed the benefit which
 
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would have been payable under the terms of the plan on October 3, 1973, if his compensation taken into account for any period after such date had not exceeded his annual rate of compensation on such date; and provided further, in the case of a Participant who separated from service prior to October 2, 1973, his annual benefit shall in no event be greater than his vested retired benefit as of the date he separated from service.
 
(h)                             In addition to other limitations set forth in the Plan and notwithstanding any other provisions of the Plan , the accrued benefit, including the right to any option benefit provided in the Plan (and all other defined benefit plans required to be aggregated with this Plan under the provisions of IRC Section 415) shall not increase to any amount in excess of the amount permitted under IRC Section 415 as amended by the Tax Equity and Fiscal Responsibility Act of 1982.
 
(i)                                 In determining under which Plan the contributions or other annual additions, or benefits, of a Participant should be reduced under this Section, the intent is that the order of reduction set forth herein is for purposes of guidance only and not obligatory, and that such order of reduction as to one Participant may be different from another Participant, so as to afford maximum flexibility to the Plan in avoiding a violation of the provisions of Section 415 of the IRC.
 
(j)                                 For purposes of this Subsection, the term “Social Security Retirement Age” means the age used as the retirement age for the Participant under Section 216(1) of the Social Security Act, except that such section shall be applied without regard to the age increase factor, and as if the early retirement age under Section 216(1)(2) of such Act were 62.
 
(k)                              In the case of an individual who is a Participant as of January 1, 1987, the dollar limitation of the Participant shall be equal to his Current Accrued Benefit if such Current Accrued Benefit exceeds the benefit limitations of this Section and of IRC Section 415(b) of the IRC. The “Current Accrued Benefit” shall be the Participant’s accrued benefit under the Plan when expressed as an annual benefit under IRC Section 415(b)(2), determined as if he had separated from service as of December 31, 1986, but disregarding any changes in the
 
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terms and conditions of the Plan, or any cost-of-living adjustment, occurring after May 5, 1986.
 
(l)                                 Compensation shall include the following items:
 
(i)                              The Participant’s wages, salaries, fees for professional service and other amounts received for personal services actually rendered in the course of employment with an employer maintaining the plan (including but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips and bonuses).
 
(ii)                           For purposes of the prior sentence, earned income from sources outside the United States.
 
(iii)                        Amounts described in IRC Sections 104(a)(3), 105(a) and 105(h), but only to the extent that these amounts are includable in the gross income of the Employee.
 
(iv)                       Amounts described in IRC Section 105 (d), whether or not these amounts are excludable from the gross income of the Employee under that section.
 
(v)                          Amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that these amounts are not deductible by the Employee under IRC Section 217.
 
(vi)                       The value of a non -qualified stock option granted to an Employee by the employer, but only to the extent that the value of the option is includable in the gross income of the Employee for the taxable year in which granted.
 
(vii)                    The amount includable in the gross income of an Employee upon making the election described in IRC Section 83(b).
 
(viii)                 For limitation years beginning after December 31, 1997, elective deferrals as defined in Code Section 401(g)(3), and any amount which is contributed or deferred by the employer at the election of the employee and which is not includible in
 
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the gross income of the employee by reason of Code Section 125 and for limitation years beginning after December 31, 2000, any amounts considered transportation benefits under Code Section 132.
 
(m)                         Compensation shall not include the following items:
 
(i)                              Contributions made by the Employer to a plan of deferred compensation to the extent that, before the application of the IRC Section 415 limitations to that plan, the contributions are not includable in the gross income of the employee for the taxable year in which contributed. In addition, Employer contributions made on behalf of an Employee to a simplified employee pension described in IRC Section 408(k) are not considered as compensation for the taxable year in which contributed to the extent such contributions are deductible by the Employee under IRC Section 219(b)(7). Additionally, any distributions from a plan of deferred compensation are not considered as compensation for IRC Section 415 purposes, regardless of whether such amounts are includable in the gross income of the Employee when distributed. However, any amounts received by an Employee pursuant to an unfunded non-qualified plan may be considered as compensation for IRC Section 415 purposes in the year such amounts are includable in the gross income of the Employee.
 
(ii)                           Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is not longer subject to a substantial risk of forfeiture (see IRC Section 83 and the regulations thereunder).
 
(iii)                        Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option.
 
(iv)                       Other amounts which receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includable in the gross income of the Employee), or contributions made by an Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in Section 403(b) (whether or
 
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not the contributions are excludable from the gross income of the Employee).
 
(n)                           Except as provided in regulations, the provisions of IRC Section 415 are hereby incorporated by reference to the extent not set forth in this Section.
 
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SECTION 14
 
Miscellaneous Provisions
 
14.01     Spendthrift Clause
 
Except as provided in Section 14.02, benefits or payments from this Plan shall be paid to the individual entitled to receive them personally and upon his personal receipt or endorsement. No Participant, spouse or Beneficiary shall have the right or power to transfer, assign, anticipate, mortgage, pledge or otherwise encumber this interest in the Trust established by this Agreement, or his rights to receive payments or benefits from the Trust and neither such interests nor rights nor any assets of the Trust shall be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or Beneficiary nor to transferability by operation of law in the event of bankruptcy, insolvency or otherwise, provided , however , that this limitation shall not apply to a qualified domestic-relations order under IRG Section 414(p).
 
14.02    Facility of Payment
 
If any person to whom payments are to be made under the Plan is in the judgment of the Committee or an insurance company that has issued an annuity policy pursuant to Section 7.10 under a legal disability, or by reason of mental or physical disability is in the opinion of the Committee or such insurance company unable to administer properly such payments, even though such person has not been legally adjudicated incompetent, then such payment or payments may be made to any person, persons, or institution as, in the option of the Committee or the insurance company, is then maintaining or has custody of such person until claim is made by a duly appointed guardian or other legal representative of such person.   Such payment shall constitute a full discharge of liability of the Plan to the extent thereof.
 
14.03     Evidence of Survival
 
The Committee or an insurance company shall have the right to require satisfactory evidence that a person entitled to receive benefits hereunder is living on each and every date when a benefit is due such person. In the absence of such evidence, when required, any payments otherwise due shall not be made until such evidence shall have been received.
 
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14.04     Discretionary Acts To Be Uniform
 
Any discretionary acts to be taken under the Plan by the Committee, or any person or persons to whom authority has been delegated, shall be uniform in their nature and applicable to all persons similarly situated, and no discretionary acts shall be taken that will be discriminatory under the applicable provisions of the IRC pertaining to qualified plans.
 
14.05     Elections To Be Made On Prescribed Forms
 
All elections, claims, designations, and revocations made by Participants or other persons under the Plan shall be made in writing on forms prescribed by and furnished by the Committee and shall not be effective until filed with the Committee.
 
14.06     Reliance On Information Furnished By Employer
 
Any information furnished by the Employer to the Committee, such as compensation of Employees, length of service, Hours of Service, or otherwise, shall be accepted by the Committee as being true and correct, and the Committee shall incur no liability in relying on such information.
 
14.07     inability to Perform
 
Neither the Employers nor the Committee shall be responsible for any inability to perform, or delay in performing, any act occasioned by any restriction or provisions imposed by the Trustee, or by any other person, or by law, and in the event any such inability or delay shall be so occasioned, then that act which can be performed shall be performed by the Employers or the Committee which, in the sole discretion of the Committee, most completely carries out the intention and purpose of this Plan. All parties of this Plan or in any way interested therein shall be bound by any acts so performed under such conditions.
 
14.08     Misstatement of Age
 
In the event an Employee misrepresents his age or his spouse’s age to his Employer or the Committee, he shall be entitled to the lesser of the following benefits:
 
(a)      The benefit that would be payable on the basis of actual age; or
 
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(b)      The benefit that would be payable on the basis of the misrepresented age.
 
14.09     Rights of Individuals
 
No Employee, nor any person claiming by, through, or under such Employee, shall have any right, title, or interest in or to the Retirement Fund except such right to a benefit as expressly provided herein. No Employee shall be entitled to receive any part of the contributions of the Employers or any other cash consideration upon his withdrawal from the services of the Employers, or the termination of his services by the Employers, unless otherwise provided herein, or upon the discontinuance of the Plan except to the extent provided herein. All rights and claims are limited as set forth hereunder and no Participant or other person shall have any recourse toward satisfaction or payment of any benefit provided by this Plan from other than the Retirement Fund or the Pension Benefit Guaranty Corporation. Nothing contained herein gives, nor is intended to give, any Employee the right to be retained in the service of the Employers, nor to interfere with the right of the Employers to discharge or terminate the employment of an Employee at any time and this Plan shall in no event be construed as a contract of employment between any Employer and the Employee.
 
14.10     Actuarial Computations
 
The Committee, Trustees and the Employer shall be entitled to conclusively rely upon any actuarial computations or evaluations made by an insurance company or an actuary or a firm of actuaries. Except in case of a mathematical error, each Employee,, or person claiming through any Employee, shall be conclusively bound by any actuarial computation or evaluation made by an insurance company or an actuary or a firm of actuaries, provided, however, the determination of an actuarial equivalent of another form of payment or the present value of future payments that may become payable shall be made on the basis of the following factors until such time as the applicable law or rulings of the Internal Revenue Service no longer requires fixed standards for actuarial assumptions used in determining actuarial equivalents to be set forth in the Plan:
 
Table
 
Unisex Pension Table - 1984 (UP-1984) with a two year age setback, except that the age setback shall be one year for a contingent annuitant under a joint and survivor annuity option.
 
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Interest
 
Interest factor of seven and one-half percent (7.5%), except that single sum distributions shall be based upon an interest factor which shall be adjusted as of the first day of each calendar month to be the monthly annuity rate (immediate or deferred) of the Pension Benefit Guaranty Corporation for that calendar month.
 
The following rules shall apply to the interest factor:
 
(i)            In figuring whether the single sum actuarial equivalent under Section 7.09 exceeds $3,500 ($5,000 for plan years beginning after August 5, 1997) the interest rate used shall not exceed the Pension Benefit Guaranty Corporation (“PBGC”) interest rate or rates for purposes of determining the present value of a lump sum distribution on plan termination, as in effect on the first day of that calendar month.
 
(ii)           In figuring whether such single sum actuarial equivalent exceeds $25,000, the interest rate shall not exceed 120% of the PBGC interest rate but such increase in the allowable PBGC rate may in no event cause the single sum actuarial equivalent to be less than $25,000.
 
(iii)          This Section shall apply to distributions in Plan Years beginning after December 31, 1986.  The Section shall also apply to distributions in Plan Years beginning after December 31, 1984, which were not made
in accordance with regulations issued under the Retirement Equity Act of 1984, other than distributions under an annuity contract distributed to or owned by a Participant prior to September 17, 1985, unless additional contributions were made by the Employer under such contracts.
 
(iv)          Effective for distributions beginning on and after January 1, 1996, in figuring whether the single sum actuarial equivalent under Section 7.09 exceeds $3,500 ($5,000 for plan years beginning after August 5, 1997), the interest rate used shall be the annual interest rate on 30-year Treasury securities as specified by the Commissioner of the Internal Revenue Service for the September preceding the Plan Year that contains the distribution date. The applicable mortality table shall be the 1983 Group Annuity Mortality Table, or as otherwise prescribed in applicable Treasury regulations.
 
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(A)          The following special rule shall apply with respect to any annuity starting date (as defined under Code § 417(f)(2)) that occurs from January 1 through December 31, 1996: in figuring whether the single sum actuarial equivalent under Section 7.09 exceeds $3500 the time for determining the interest rate described under this paragraph (iv) of Section 14.10 shall be either September, 1995, or the calendar month in which the distribution occurs, whichever results in the larger distribution.
 
14.11     Notice of Required Action
 
In any case in which an Employer, the Committee, or the Trustee shall be directed to take any action upon the occurrence of any event, they, or any one or more of them, shall be under no obligation or liability to take such action unless and until notice, proper and satisfactory to them shall first have been received or the occurrence of such event. For the purposes of this Section 14.11, a certificate in writing signed by an officer of the Company and delivered to the Committee or the Trustee, or a certificate in writing from the Committee to the Trustee as to the occurrence or happening of any event, shall constitute conclusive evidence of such occurrence or happening, and the Committee and the Trustee, respectively, shall be fully protected and discharged from all liability whatsoever in accepting and relying on such certificate. No Trustee shall be required to go a back of any action of the Committee, and no Trustee shall be responsible to see that any action of the Committee is authorized by the terms of this agreement.
 
14.12     Reliance Upon Communication
 
Neither the Employers, the Committee, nor any agent of the Trustees shall incur any liability in acting upon any notice, request, signed letter, telegram, or other paper or documents reasonably believed by any one of them to be genuine and to be signed or sent by the proper person.
 
14.13     No Reversion To Employers
 
The Employers shall in no event, either directly or indirectly, receive any fund or contributions made by it to the Trust, nor directly or indirectly participate in the distribution, or receive the benefits of the assets or funds comprising the Retirement Fund prior to the satisfaction of all liabilities with respect to Employees, beneficiaries, and spouses under this Plan; provided , however , if there are any assets remaining after all such
 
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liabilities have been satisfied they shall be returned to the Employers; provided , further : that (subject to the limitations of Revenue Ruling 91-4):
(a)       If a contribution is made by a mistake of fact, the mistaken portion of the contribution shall be returned within one year after payment of the mistaken contribution upon the Employer’s written request; and
 
(b)      Each contribution by the Employer is conditioned upon the deductibility of the contribution under the applicable section of the IRC. Accordingly, to the extent of disallowance of the deduction for the part or all of the contribution, the contribution shall be returned within one year after disallowance upon the Employer’s written request.
 
Upon transfer to the Trustees, all responsibilities of the Employers for each contribution shall cease, and the Employer shall have no responsibilities for the acts of the Trustees.
 
14.14     Insurer Not Party To Agreement
 
No insurance company (other than the Employers) shall be deemed a party to this Plan for any purpose.
 
14.15     Construction
 
It is intended that this Plan and the Trust Agreement which is a part thereof shall comply with the provisions of ERISA and constitute a qualified plan and trust under the Provisions of Section 401(a) of the IRC, and be operated in a manner so as not to discriminate in favor of Highly Compensated Employees as defined at Section 414(q) of the IRC. Accordingly, the provisions of this Plan and the Trust Agreement shall be construed and applied in a manner consistent with such intent. However, to the extent not superseded by ERISA, this Plan and the Trust Agreement which is a part thereof, shall be construed and enforced in accordance with the laws of the State of Illinois.
 
14.16     Section Titles Not Part of Agreement
 
The section designations and titles are included solely for convenience and shall, in no event, be construed to affect or modify any of the provisions of this Agreement or be construed as a part thereof.
 
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14.17     Gender and Case
 
Where used in this Agreement, words in the masculine shall be read and construed as in the feminine, and words in the singular shall be read and construed as though used in the plural, in all cases where such constructions would so apply. Unless the context requires otherwise, such words as “herein” “hereto” “hereinafter” “hereinbefore” or “hereunder” refer to this instrument as a whole and not merely to the subdivisions in which such words appear.
 
14.18     Eligible Rollover Distributions
 
Effective with respect to distributions made on or after January 1, 1993, a distributee may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the distributee in a Direct Rollover. For purposes of this Section 14.18:
 
(a)           An “Eligible Rollover Distribution” is any distribution of all or any portion of the balance to the credit of the distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; and the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).
 
(b)           An “Eligible Retirement Plan” is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts the distributee’s Eligible Rollover Distribution. In the case of an Eligible Rollover Distribution to the surviving spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity.
 
(c)           A “Distributee” is an employee or former employee, the employee’s or former employee’s surviving spouse and the employee’s or former
 
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employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p)   of the Code.
 
(d)           A “Direct Rollover” is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.
 
14.19     Plan Expenses
 
Except as otherwise provided below, all reasonable costs, charges and expenses incurred in the administration of the Trust and the Plan, including premiums and other amounts payable pursuant to Title IV of ERISA, compensation to an investment manager, and any compensation to agents, attorneys, actuaries, accountants and other persons employed by the Trustees or the Committee, will be paid from the Trust to the extent not paid by the Employer in such proportions as the Trustees may direct. The Trustees may be reimbursed from the Trust for all proper and direct expenses incurred by them in discharge of their duties as Trustees.
 
14.20     Military Service
 
Notwithstanding any provisions of this Plan to the contrary, effective as to any re-employment under Code Section 414(u) initiated on or after December 12, 1994, contributions, benefits and service credits with respect to qualified military service will be provided in accordance with Code Section 414 (u).
 
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SECTION 15
 
Adoption of Plan by Subsidiary
15.01     Adoption of Plan
 
This Plan has been adopted by Combined Insurance Company of America, Combined American Insurance Company, Combined Insurance Company of Wisconsin, and Combined Life Insurance Company of New York. Any other Subsidiary of the Company, by proper resolutions adopted by its Board, or by an adoption agreement executed by a principal executive officer, may become a party to this instrument by adopting this Plan as its pension plan for its Staff Employees. A certified copy of such resolutions shall be delivered to the Trustees.
 
15.02    Intention of Parties
 
The provisions of this Plan shall be construed as the pension plan of each of the Employers that may adopt this Plan as its pension plan and each such Employer shall contribute the cost attributable to its Employees, as may be determined by the Company. Except as otherwise may be provided herein, or as may be provided in the resolutions of an adopting Subsidiary, it is the intention of the parties hereto that the Employees of the Company and the Employees of any Subsidiary that adopts this Plan or has adopted this Plan shall receive the same benefits as they would receive if all the Employers were one corporate entity and this Plan were the plan of such entity, and the provisions of this Plan shall be interpreted in accordance with this intent.
 
15.03     Termination By One Employer
 
In the event any Employer discontinues the Plan in accordance with the provisions of Section 10, this Plan shall only be discontinued in respect to such Employer and its Employees but not in respect to the other Employers that have adopted the Plan; it being understood that the Plan shall continue in full force and effect as to any such other Employers and their Employees.
 
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SECTION 16
 
Rights of Former Employees
 
16.01      Rights of Former Employees
 
The rights of Employees whose employment terminated prior to January 1, 1989, shall be determined by the terms of the Plan as they existed prior to January 1, 1989; provided , however , that if any such individual again becomes an Employee his rights shall be determined by the terms of the Plan at the time he again becomes an Employee and such amendments thereto as may thereafter be adopted.
 
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SECTION 17
 
Provisions Applicable if Plan Becomes Top-Heavy
17.01     Applicability
 
The provisions of this Section 17 shall be applicable during any Plan Year commencing subsequent to December 31, 1983, but only if the Plan was a Top-Heavy Plan or was part of a Top-Heavy Group on the Determination Date, and in such case shall override and supersede all other provisions in this Plan to the contrary; provided, that these provisions shall not apply to a Plan which is not itself a Top-Heavy Plan and which was included in an Aggregation Group under the second sentence of Section 17.02(f); provided further, that, these the extent permitted by law, Section 17.05 shall not apply to any Employee who has received the minimum contribution and/or benefit for the Plan Year as required under The Top-Heavy rules from either any defined contribution plan of the Employer, or from such defined contribution plan plus this Plan.
 
17.02     Additional Definitions
 
(a)        Key Employee . The term “Key Employee” shall refer to any Participant who at any time during the Plan Year or any of the four preceding Plan years, is
 
(i)                                    an officer of the Employer, but not taking into account any such Employee whose Compensation is (i) for plan years beginning before January 1, 2002, less than one hundred fifty percent (150%) of the maximum dollar limitation in IRC Section 415(c)(1)(A) as in effect for the calendar year in which the Determination Date falls; or (ii) thereafter, greater than $130,000, as adjusted under Section 415(i)(1) of the IRC;
 
(ii)                                for plan years beginning before January 1, 2002, one of the ten Employees owning [or considering as owning within the meaning of Section 318 of the IRC but substituting 5% for 50% in Section 318(a)(2)(C)] the largest interests in the Employer, but not taking into account any such Employee whose Compensation is less than the maximum dollar limitation in IRC Section 415(c)(1)(A) as in effect for the calendar year in which the Determination Date falls,
 
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(iii)                             a Five Percent Owner of the Employer, or
 
(iv)                            a One Percent Owner of the Employer having an annual compensation from the Employer of more than $150,000.
 
The term shall also include beneficiaries of a Key Employee. For purposes of clause (i), no more than 50 Employees (or, if lesser, the greater of 3 or 10% of the Employees) shall be treated as officers, and the officers taken into account shall be the officers with the highest compensation. For purposes of Paragraph (ii), if two Employees have the same interest in the Employer, the Employee having greater annual Compensation from the Employer shall be treated as having a larger interest. For purposes of Paragraphs (ii), (iii), and (iv), the aggregation rules of Subsections (b), (c), and (m) of Section 414 of the IRC (pertaining to employees of a controlled group of corporation, of partnerships and proprietorships under common control, and of an affiliated service group) shall not apply.
 
(b)               Five Percent Owner . The term “Five Percent owner” shall mean any person who owns (or is considered as owning within the meaning of Section 318 of the IRC but substituting 5% or 50% in Section 318(a)(2)(C)] more than five percent of the outstanding stock of the Employer or stock possessing more than five percent of the total combined voting power of all stock of the Employer.
 
(c)                One Percent Owner . The term “One Percent Owner” means any person who owns or is considered as owning within the meaning of Section 318 of the IRC but substituting 5% for 50% in Section 318(a)(2)(C)] more than one percent of the outstanding stock of the Employer or stock possessing more than one percent of the total combined voting power of all stock of the Employer.
 
(d)               Non-Key Employee . The term “Non-Key Employee” shall refer to any Participant who is not a Key Employee.
 
(b)               Top-Heavy Plan . A Plan is a “Top-Heavy Plan” if, as of the Determination Date, the present value of the cumulative accrued benefits under the Plan for Key Employees exceeds 60% of the present value of the cumulative accrued benefits for all Employees under the Plan, or under the Aggregation Group if the Plan is required to be included in an Aggregation Group and such group is a
 
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Top-Heavy Group; provided, that the Plan shall not be a Top-Heavy Plan if the Plan is part of an Aggregation Group which is not a Top-Heavy Group.
 
(f)                  Aggregation Group . The term “Aggregation Group” means (i) each plan of the Employer in which a Key Employee is a Participant and (ii) each other plan of the Company which enables any plan described in (i) to meet the discrimination requirements of Section 401(a)(4) of the IRC or the minimum participation standards of Section 410 of the IRC. In addition, at the option of the Company, it may include any other plan of the Company if the Group would continue to meet the requirements of Sections 401(a)(4) and 410 of the IRC with such other plan being taken into account.
 
(g)               Top-Heavy Group . An Aggregation Group is a “Top-Heavy Group” if, as of the Determination Date, (i) the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in such group, plus (ii) the aggregate of the accounts for Key Employees under all defined contribution plans included in such Group, exceeds (ii) 60% of a similar sum determined for all Employees.
 
(h)               Employee. The term “Employee” shall include the Beneficiaries of such Employee.
 
(i)                   Determination Date . The term “Determination Date” shall mean, with respect to any Plan Year, the last day of the preceding Plan Year.
 
(j)                 Compensation. The term “Compensation” for purposes of computing a Participant’s minimum benefit shall mean all of the Participant’s compensation as defined in Treasury Regulations §1.415-2(d), as limited by Code Section 401(a)(17). For purposes of determining whether an employee is a key employee, Compensation means compensation as defined in Code Section 415(c)(3), including amounts contributed by the Employer pursuant to a salary reduction agreement.
 
(k)                Annual Retirement Benefit . The term “Annual Retirement Benefit” means a benefit payable annually in the form of a single life annuity (with no ancillary benefits beginning at Normal Retirement Date.
 
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Such benefit shall be actuarially adjusted if payment commences before or after Normal Retirement Date.
 
(1)                Applicable Percentage . The term “Applicable Percentage” means 2 percent multiplied by the number of Years of Top-Heavy Service with the Employer, disregarding any such years in excess of ten.
 
(m)             Year of Top-Heavy Service . The term “Year of Top-Heavy Service” shall refer to a Year of Service under Section 2.31, except that no Years of Service shall be taken into account which may be disregarded under paragraphs (4), (5) and (6) of IRC Section 411(a), other than under IRC Section 411(a)(4)(B) for failure of the Participant to make mandatory contributions. In addition, a Year of Top-Heavy Service with the Employer shall not be taken into account if
 
(i)      the plan was not a Top-Heavy Plan for the Plan Year ending during such Year of Service, or
 
(ii)     such Year of Top-Heavy Service was completed in a Plan Year beginning before January 1, 1984.
 
(n)               Top-Heavy Benefit . The term “Top-Heavy Benefit” shall mean a Participant’s pension benefit earned under Section 17.05.
 
(o)               Testing Period . The term “Testing Period” shall mean the period of consecutive Plan Years (not exceeding 5) during which the Participant had the greatest aggregate Compensation from the Employer. Such years shall be properly adjusted for years not included as a Year of Top-Heavy Service. Furthermore, a year shall not be taken into account if
 
(i)       such year ends in a Plan Year beginning before January 1, 1984, or
 
(ii)      such year begins after the close of the last year in which the Plan was a Top-Heavy Plan.
 
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17.03     Special Rules
 
In determining whether the Plan is a Top-Heavy Plan or part of a Top-Heavy Group, the following rules shall apply.
 
(a)                Except to the extent provided in regulations issued by the Secretary of the Treasury, any rollover contribution (or similar transfer) initiated by an Employee and made after December 31, 1983, to a plan shall not be taken into account with respect to the transferee plan.
 
(b)               If any individual is a Non-Key Employee with respect to the Plan for any Plan Year, but such individual was a Key Employee with respect to the Plan for any prior Plan Year, any accrued benefit for such Employee (and the account of such Employee) shall not be taken into account for purposes of Sections 17.02(e), (f) and (g).
 
(c)                To the extent provided in regulations issued by the Secretary of Treasury, the Top-Heavy rules of this Section shall be applied on the basis of any year specified in such regulations in lieu of Plan Years.
 
(d)               In determining present values and account balances under Section 17.02(e), (f), and (g), all distributions made with respect to any Employee during the 5-year period ending on the Determination Date shall be added back and included therein. For plan years beginning on and after January 1, 2002 the distributions to be added and included are any distributions made during the 1-year period ending on the Determination Date and any distributions made during the 5-year period ending on the Determination Date if made for a reason other than termination of employment, death or disability. The preceding sentence shall also apply to distributions under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group.
 
(e)                In determining the present value of accrued benefits under Section 17.02(e) or (g), amounts attributable to deductible employee contributions shall not be considered to be part of the accrued benefits.
 
(f)                  Effective January 1, 1985, if any Employee has not performed services for any Employer maintaining the Plan at any time during the 5-Year period ending on the Determination Date, any accrued benefit
 
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for such Employee (and the account of such individual) shall not be taken into account.
 
17.04      Vesting With Respect To Participant’s Top-Heavy Benefit
 
In lieu of the vesting schedule set forth in Section 5.02, a Participant, provided he earns at least one Hour of Service after the Plan becomes Top-Heavy, shall vest in his Top-Heavy Benefit according to the following schedule:

Completed Years of Service	 	Non-Forfeitable %	 	
2	 	20	%	
3	 	40	%	
4	 	60	%	
5	 	80	%	
6	 	100	%	
 
17.05     Minimum Benefit For Non-Key Employee
 
The Normal Retirement Benefit derived from Employer contributions for each Participant in a Top-Heavy Plan, when expressed as an Annual Retirement Benefit, shall not be less than the Applicable Percentage of his average Compensation in the Testing Period. The Participant’s accrued benefit under Section 2.01 shall not be less than the amount of such Top-Heavy Benefit. Any accrued benefits derived from Employer contributions, whether or not attributable to years for which the Plan is a Top-Heavy Plan, may be used to satisfy such minimum benefit.
 
17.06     Maximum Annual Benefit
 
The limitations of Section 13.05 shall be applied by substituting 1.0 for 1.25 where it appears in Section 13.05(g) in the denominators of the defined benefit plan fraction and the defined contribution plan fraction.   However, if the plan would not be a Top-Heavy Plan or part of a Top-Heavy Group if 90% were substituted for 60% in Sections 17.02(e) and (g), then “3 percent” shall be substituted for “2 percent” as the minimum benefit for any defined benefit plan in the Top-Heavy Group and the preceding sentence shall not apply. The application of the first sentence of this Section 17.06 shall be suspended with respect to any Participant so long as there are no (i) Employer contributions, forfeitures or voluntary nondeductible contributions allocated to such Participant or (ii) accruals for such Participant under any defined benefit plan. If the first sentence of this Section 17.06 is applicable, Section 13.05(h) shall be applied by
 
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substituting $41,500 for $51,875. The provisions of this Section 17.06 shall not apply to plan years beginning on and after January 1, 2000.
 
17.07     Simplified Employee Pensions
 
For purposes of Section 17, a Simplified Employee Pension shall be treated as a defined contribution plan. At the Employer’s election, the aggregate Employer contributions to a Simplified Employee Pension may be taken into account in lieu of the aggregate of the accounts of the Employees for the purpose of determining whether the Plan is part of a Top-Heavy Group pursuant to Section 17.02(g).
 
17.08     Contributions Or Benefits Not Taken Into Account
 
The Plan must meet the requirements of Sections 17.05 and 17.06 without taking into account (i) contributions or benefits under Chapter 2 of the IRC (relating to tax on self-employment income); (ii) Chapter 21 of the IRC (relating to Federal insurance Contributions Act; (iii) Title 11 of the Social Security Act; or (iv) any other Federal or State law.
 
17.09     Employment in Bargaining Unit
 
The provisions of Sections 17.02(j), 17.04 and 17.05 shall not apply with respect to any Employee employed in a bargaining unit described in Section 3.02(d).
 
17.10     Commencement of Benefits
 
Notwithstanding Section 7.11(a), distributions to a Key Employee shall commence not later than the end of his taxable year in which he attains age 70-1/2 whether or not he has retired.
 
17.11     Forfeitures
 
No portion of a Participant’s Top-Heavy Benefit maybe forfeited under Section 7.11 or because of his withdrawal of any amount attributable to the benefit derived from mandatory contributions made by such Participant.
 
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SECTION 18
 
Mergers and Transitional Rules
 
18.01               General
 
As part of the 1989 Restatement of The Plan, both the Retirement Plan for Employees of the Life Insurance Company of Virginia and Designated Subsidiaries and Designated Affiliates (“LOV Pension Plan”) and the Miller, Mason & Dickenson, Inc. Pension Plan (“MMD Pension Plan”) were merged into this Plan as set forth below. It is the intention of this Section to set forth the transitional rules applicable to former participants in those plans, and also to set forth transitional rules for former participants in the Rollins Burdick Hunter Co. Employees Pension Plan which was merged into this Plan effective January 1, 1986; and for former participants in the Pension Plan for the Employees of Booke and Company (“Booke Plan”) which was merged into this Plan effective August 1,1993.
 
18.02                  Mergers And Transfers Of Assets And Liabilities
 
Effective as of January 1, 1989, or as soon as administratively convenient thereafter, the following mergers and transfers of assets and liabilities took place.
 
(a)                               Participants under the LOV Pension Plan became Participants in this Plan as of January 1, 1989. The Trustee shall deposit and hold as part of the Retirement Fund the transferred assets, as certified to by the Trustee under the LOV Pension Plan as provided for by the Amendment to such plan pursuant to which the assets of such plan are turned over and delivered to the Trustee of this Plan.
 
(b)                              Participants under the MMD Pension Plan shall became Participants in this Plan as of January 1, 1989. The Trustee shall deposit and hold as part of the Retirement Fund the transferred assets, as certified to by the Trustee under the MMD Pension Plan as provided for by the Amendment to such plan pursuant to which the assets of such plan are turned over and delivered to the Trustee of this Plan.
 
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18.03               The Retirement Plan For Employees Of The Life Insurance Company Of Virginia And Designated Subsidiaries
 
In figuring the normal retirement benefit under Section 4.01, the 25 years of Service maximum under Section 4.01(b) shall take into account years of credited service for a former Participant in the LOV Pension Plan prior to such date and such years of credited service shall reduce the remaining years available as of January 1, 1989. The post-retirement cost of living adjustment (“COLA”) under the LOV Pension Plan at former Section IX is eliminated but the accrued benefit of a Participant as of December 31, 1988, shall be calculated so as to take into account an actuarial increase to reflect the COLA as of such date but only for Participants who attain age 55 with 10 or more years of credited service. A Participant’s pre-retirement death benefit under the 66-2/3% joint and survivor annuity form as of December 31, 1988, shall be the minimum amount of such benefit. As required under Reg. Section 1.410(a)-7(f) upon transfer from an elapsed time plan to a plan using the general method, as of January 1, 1989, former participants shall get credit for the same number of Years under this Plan as were credited under the LOV Pension Plan; provided , however , that future benefits shall be reduced to take into account any part year credited under the LOV Pension Plan; provided further , however , that the actual Hours of Service for the full Plan Year beginning January 1, 1989, shall be used since the computation period which includes the date of transfer is a full year and not a fractional year. Since the accrual rate of benefits is reduced, the amendment to the early termination rule at Section 11 shall not apply. The career average formula for Ordinary Field Representatives (as defined in the LOV Pension Plan) is preserved through December 31, 1988, and the normal retirement benefit under Section 4.01 shall apply for service on or after January 1, 1989; provided , however , that service of an Ordinary Field Representative prior to January 1, 1989 shall be taken into account in figuring years available under Section 4.01(b) and Final Average Earnings. The formula for such field representatives shall be 1 % of pay up to $17,000 plus 1.5% of pay in excess of $17,000. Accrued benefits as of December 31, 1988 shall be calculated as set forth at Section 5.03(c).
 
18.04               Miller, Mason & Dickenson, Inc. Pension Plan
 
With respect to the maximum credit under Section 4.01(b) of 25 Years of Service on or after January 1, 1989, prior years of credited service under the MMD Pension Plan shall be taken into account and reduce the 25 years maximum in the same manner as provided under Section 18.03 for the LOV Pension Plan. The offset to the retirement benefit for account balances in the former Miller, Mason & Dickenson, Inc. Money Purchase Pension Plan is preserved. Any Participant with four years of vesting service as of December 31, 1988 shall be given 40% vesting as of January 1, 1989.
 
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Accrued benefits as of December 31, 1988 shall be calculated as set forth at Section 5.03(d).
 
18.05               Rollins Burdick Hunter Co. Employees Pension Plan
 
The formula for compensation at former Section 19.01(g) shall include overtime. The special pre-retirement death benefit for a Participant with 20 Years of Service or after age 55 with 10 Years of service under former Section 19.15, for payment of 50% of the accrued benefit immediately as the death benefit is preserved, but only for the amount accrued as of December 31, 1988. The retirement benefit formula at former Section 19.07 shall continue to apply except that the new offset at Section 4.01(c) shall apply. Service previously not taken into account as of December 31, 1988 pursuant to former Sections 18(b)(ii) and 19.13 shall continue not to be taken into account. The offsets at former Sections 18(b)(vi) and 19.10 shall continue to apply.
 
18.06               Booke and Company Pension Plan
 
Effective August 1, 1993, the assets and liabilities of the Pension Plan for the Employees of Booke and Company (“Booke Plan”) shall be transferred to this Plan. The following special provisions apply, effective as of August 1, 1993, to an Employee who was employed by Booke and Company on July 31, 1993 (“Former Booke Employee”):
 
(a)                                Participation . Notwithstanding the provisions of Section 3 (“Eligibility”) of this Plan, both active and inactive participants in the Booke Plan shall become Participants in this Plan as of August 1, 1993. A Former Booke Employee who was not an active participant in the Booke Plan on July 31, 1993, shall become a Participant in this Plan following satisfaction of the requirements of Section 3.02.
 
(b)                               Hours of Service . For purposes of satisfying Section 3.02 (relating to service requirements for eligibility), and Section 5.02 (relating to service requirements for vesting) hours of service performed for Booke shall be considered hours of service performed for an Employer.
 
(c)                                Normal Retirement Benefit . The Normal Retirement Benefit for a Former Booke Employee under Section 4.01 of this Plan shall be the sum of (i) and (ii):
 
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(i)                                    For Years of Participation (as defined in the Booke Plan) before January 1, 1993: the normal retirement benefit as computed under Section 5.1 of the Booke Plan but adjusted to reflect Annual Earnings on and after January 1, 1993, as defined under the Aon Pension Plan.
 
(ii)                                 For Years of Service after December 31, 1992: the Normal Retirement Benefit as computed under Section 4.01 of this Plan. The 25 Years of Service maximum under Section 4.01(b) shall take into account years of credited service under the Booke Plan, and such years of credited service shall reduce the remaining years available effective December 31, 1992.
 
(d)                               Early Commencement Election . A Participant who terminates employment prior to his Normal Retirement Date shall be entitled to a vested retirement benefit computed under Sections 5.02 and 5.04 provided , however , that Accrued Retirement Income shall be computed in accordance with subsection (c) of this Section 18.06, using the reduction factors and excess factors specified in Section 5.2 of the Booke Plan with respect to Years of Service before January 1, 1993, and that the reductions of Sections 5.04(b) and (c) shall apply only to Accrued Retirement Income for Years of Service after December 31, 1992.
 
(e)                                Special Rules . In no event shall the Normal Retirement Benefit nor the Accrued Retirement Income of a Former Booke Employee under the terms of this Plan be less than his minimum accrued benefit under the terms of the Booke Plan as of July 31, 1993.
 
(f)                                  Benefit Options . Benefit options under the Booke Plan which shall continue to apply to benefits accrued under the Booke Plan through July 31, 1993, shall include, under Section 7.8 of the Booke Plan, the ability of the spouse of a deceased Participant to elect a benefit commencement date prior to the date the Participant would have attained age 55.
 
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18.07               Pension Plan for Employees of Alexander & Alexander Services Inc. and Subsidiaries
 
Effective January 1, 1998, the assets and liabilities of the Pension Plan for Employees of Alexander & Alexander Services Inc. and Subsidiaries (The “A&A Plan”) shall be transferred to this Plan. The following special provisions apply (in addition to those set forth in the Tenth Amendment to this Plan), effective as of January 1, 1998, to an Employee who was employed by Alexander & Alexander Services Inc. or its subsidiaries (“A&A”) on January 15, 1997 (“Former A&A Employee”):
 
(a)                              Participation . Notwithstanding the provisions of Section 3 of this Plan (“Eligibility”), a Former A&A Employee who was a participant in the A&A Plan on December 31, 1997, became a Participant in this
Plan as of January 1, 1998.
 
A Former A&A Employee who was not a participant in the A&A Plan on December 31, 1997, shall become a Participant in this Plan upon satisfaction of the requirements of Section 3.02 of this Plan. For purposes of Section 3.02 of this Plan, Service shall be computed in accordance with paragraph (b), below.
 
(b)                             Credit for service for eligibility.  For purposes of satisfying Section 3.02 (relating to service requirements for eligibility), a Former A&A Employee shall receive credit for periods of Service with A&A prior to January 1, 1998. In addition, with respect to any individual who terminated employment with A&A before January 15, 1997, but is employed by the Company before incurring five consecutive One-Year Breaks-in-Service, service for A&A shall be considered Service for the Company.
 
(c)                              Vesting . For purposes of satisfying Section 5.02 (relating to service requirements for vesting), each participant in the A&A Plan who is a Former A&A Employee and who completed at least two years of continuous employment under the terms of the A&A Plan as of January 15, 1997, shall have a 100% nonforfeitable interest in such employee’s Accrued Retirement Income. In addition, with respect to any individual who:
 
(i)                                   is a Former A&A Employee not described in the previous sentence; or
 
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(ii)                                terminated employment with A&A before January 15, 1997, but is employed by the Company before incurring five consecutive One-Year Breaks-in-Service,
 
service for A&A shall be considered Service for the Company.
 
(d)                               Total and Permanent Disability . A participant in the A&A Plan who was totally and permanently disabled on or before December 31, 1997, shall be credited with Years of Service under Section 4.01 of this Plan (with earnings assumed to have continued unchanged during such period) for the duration of the period in which the participant is totally and permanently disabled up to the earliest of: (i)   Normal Retirement Date; (ii) such participant’s election to be treated as a terminated employee; (iii) such Participant’s election of an early commencement of benefits under Section 5.04; or (iv) recovery.
 
(e)                                Part-time Employment . A participant in the A&A Plan whose employment under the terms of the A&A Plan was attributable to less than regular full-time employment, and who is described in Section 3(f) of Article IV of the A&A Plan (regarding less than regular full-time employees employed for 10 or more years) shall be credited with Years of Service under Section 4.01 of this Plan through January 15, 2000, as described in Section 3(f) of Article IV of the A&A Plan.
 
(f)                                  $5,000 Minimum Distribution . For purposes of computing the lump sum cashout under Section 7.09 of this Plan with respect to any annuity starting date in 1998, the time for determining the interest rate described in Section 14.10 shall be either September, 1997, or December, 1997, whichever results in a larger distribution.
 
18.08                Sodarcan and Affiliated Companies Pension Plan and Trust
 
Effective January 1, 1998, the assets and liabilities of the Sodarcan and Affiliated Companies Pension Plan and Trust (the “Sodarcan Plan”) shall be transferred to this Plan. The following special provisions apply, effective as of January 1, 1998, to an
Employee who was employed by BEP International Corp. on June 20, 1997 (“Former BEP Employee”):
 
(a)                               Participation . Notwithstanding the provisions of Section 3 of this Plan (“Eligibility”), a Former BEP Employee who was a participant
 
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in the Sodarcan Plan on December 31, 1997, became a Participant in this Plan as of January 1, 1998.
 
A Former BEP Employee who was not a participant in the Sodarcan Plan on December 31, 1997, shall become a Participant in this Plan upon satisfaction of the requirements of Section 3.02 of this Plan. For purposes of Section 3.02 of this Plan, Service shall be computed in accordance with paragraph (b), below.
 
(b)                              Credit for service for eligibility.  For purposes of satisfying Section 3.02 (relating to service requirements for eligibility), a Former BEP Employee shall receive credit for periods of Service with BEP prior to January 1, 1998. Hours of service, for purposes of determining Years of Service for eligibility on and after January 1, 1998, shall be as defined in the Aon Pension Plan.
 
(c)                               Vesting . For purposes of satisfying Section 5.02 (relating to service requirements for vesting), a Former BEP Employee shall receive credit for periods of Service with BEP prior to January 1, 1998. Hours of service, for purposes of determining Years of Service for vesting and for benefits accruing on and after January 1, 1998, shall be as defined in the Aon Pension Plan.
 
(d)                              Normal Retirement Benefit. The Normal Retirement Benefit for a Former BEP Employee under Section 4.01 of this Plan shall be the sum of (i) and (ii):
 
(i)                                      For Years of Service before January 1, 1998, the Accrued Benefit as computed under Section 1.1 of the Sodarcan Plan as of December 31, 1997, multiplied by the greater of: (A) 1; or (B) a fraction, the numerator of which is Final Average Earnings at date of termination of employment and the denominator of which is Final Average Earnings at December 31, 1997.
 
(ii)                                   For Years of Service after December 31, 1997, the Normal Retirement Benefit as computed under Section 4.01 of this Plan, as amended effective January 1, 1998.
 
(e)                               Minimum Accrued Benefit. In no event shall the Normal Retirement Benefit nor the Accrued Retirement Income of a Former BEP
 
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Employee be less than such individual’s minimum accrued benefit under the terms of the Sodarcan Plan as of January 15, 1998.
 
(f)                                 Early Commencement Election.  A Former BEP Employee who terminates employment prior to such employee’s Normal Retirement Date shall be entitled to a vested retirement benefit computed under Section 5.04; provided , however , that Accrued Retirement Income shall be computed in accordance with subsection (d) of this Section 18.07, using the reduction factors and excess factors specified in Section 5.1(b) of the Sodarcan Plan or those specified in Section 5.04 of the Aon Pension Plan with respect to Years of Service before January 1, 1998, whichever is more favorable to the Former BEP Employee. Reductions of Section 5.04(b) and (c) shall apply to Accrued Retirement Income for Years of Service after December 31, 1997.
 
(g)                              Benefit Options . Benefit options under the Sodarcan Plan which shall continue to apply to benefits accrued under the Sodarcan Plan through January 15, 1998, are:
 
(i)                                      life annuity of ten years certain and for life when payment in the form of a Qualified Joint and Survivor Annuity or Pre-Retirement Survivor Annuity is not required and when an optional form of benefit is not elected under the terms of the Sodarcan Plan.
 
(ii)                                   annuity that will guarantee payments for the earlier of 20 years or age 85.
 
(h)                              $5000 Minimum Distribution . For purposes of computing the lump sum cashout under Section 7.09 of this Plan with respect to any annuity starting date in 1998, the time for determining the interest rate described in Section 14.10 shall be either September, 1997, or January, 1998, whichever results in the larger distribution.
 
(i)                                  Total and Permanent Disability . No Participant who becomes totally and permanently disabled after December 31, 1997, or who became totally and permanently disabled before that date, as that term is defined in the Sodarcan Plan, shall continue to accrue retirement benefits.
 
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18.09              Bain Hogg Robinson, Inc. Employees’ Retirement Plan
 
Effective January 1, 1998, the assets and liabilities of the Bain Hogg Robinson, Inc. Employees’ Retirement Plan (the “BHR Plan”) shall be transferred to this Plan. The following special provisions apply, effective as of January 1, 1998, to participants in the BHR Plan (“BHR Participants”):
 
(a)                               No benefit accruals on and after January 1, 1998. No benefits will be accrued under the terms of this Plan by BHR Participants on and after January 1, 1998.
 
(b)                              Benefit Options.  Benefit options under the BHR Plan which shall continue to apply to benefits accrued under the BHR Plan are:
 
(i)                                 distribution options available to beneficiaries with respect to BHR Participants who die after attainment of normal retirement age but prior to commencement of benefits, as described in Section 7.03 and Exhibit B of the BHR Plan;
 
(ii)                              full cash refund option, as described in Section 3(a) of Exhibit A and Exhibit B of the BHR Plan;
 
(iii)                           period certain and life option, as described in Section 3(a) of Exhibit A and Exhibit B of the BHR Plan.
 
(c)                               Early Commencement Election.  A BHR Participant who terminates employment prior to such participant’s normal retirement date (as defined in the BHR Plan) shall be entitled to a vested retirement benefit computed under Section 5.05 and Exhibit B of the BHR Plan.
 
(d)                              Disability . A Participant who becomes disabled will receive a 100% vested interest in such Participant’s accrued benefit. Such Participant may elect commencement of benefits at any time following termination of employment; provided, however , that such accrued benefit will be determined in accordance with Section 5.03 and Exhibit B of the BHR Plan.
 
18.10                 ASA Pension Plan
 
Effective December 31, 2000, the assets and liabilities of the ASA Pension Plan (“ASA Plan”) shall be transferred to this Plan. The following special provisions
 
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apply, effective as of December 31, 2000, to employees of ASA Acquisition Corp. (or its affiliates (“ASA”) as of December 31, 2000 (“Former ASA Employees”).
 
(a)                               Participation . Notwithstanding the provisions of Section 3 of this Plan (“Eligibility”), a Former ASA Employee who was a participant in the ASA Plan on December 31, 2000, became a Participant in this Plan as of January 1, 2001.
 
A Former ASA Employee who was not a participant in the ASA Plan on December 31, 2000, shall become a Participant in this Plan upon satisfaction of the requirements of Section 3.02 of this Plan. For purposes of Section 3.02 of this Plan, Service shall be computed in accordance with paragraph (b), below.
 
(b)                              Credit for service for eligibility . For purposes of satisfying Section 3.02 (relating to service requirements for eligibility), a Former ASA Employee shall receive credit for periods of Service with ASA prior to January 1, 2001 In addition, with respect to any individual who terminated employment with ASA before January 1, 2001, but is employed by the Company before incurring five consecutive One-Year Breaks-in-Service, service for ASA shall be considered Service for the Company.
 
(c)                               Vesting . For purposes of satisfying Section 5.02 (relating to service requirements for vesting), each participant in the ASA Plan who is a Former ASA Employee shall receive credit for Periods of Service with ASA prior to January 1, 2001. In addition, with respect to any individual who is a Former ASA Participant not described in the prior sentence but who terminated employment prior to January 1, 2001, but is employed by the Company before he has incurred five consecutive One-Year Breaks-in-Service, service for ASA shall be considered service under Section 5.02.
 
(d)                               Benefit Options . Benefit options under the ASA Plan which shall continue to apply to benefits accrued under the ASA Plan as of December 31, 2000 are:
 
(i)                                    joint and 100% survivor annuity, as described in Section 8.01(a)(i) of the ASA Plan;
 
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(ii)                                 lump sum distribution, as described in Section 8.01(a)(ii) of the ASA Plan;
 
(iii)                              a cash payment option, as described in Section 8.01(a)(iii) of the ASA Plan.
 
(e)                                Interest Crediting Rate . With respect to the Cash Balance Plan Account existing on December 31, 2000, interest shall be credited at an effective annual rate of six percent (6%) from January 1, 2001 to July 30, 2001, and credited at an effective annual rate of 4% thereafter.
 
18.11                International Risk Management (Americas) Inc. Retirement Plan
 
Effective January 1, 2002, the assets and liabilities of the International Risk Management (Americas) Inc. Retirement Plan (“IRM-Plan”) shall be transferred to this Plan. The following special provisions apply, effective as of January 1, 2002, to employees of International Risk Management (Americas) Inc. or its affiliates (“IRM”) on December 31, 2001 (“Former IRM Employees”);
 
(a)                              Participation . Notwithstanding the provisions of Section 3 of this Plan (“Eligibility”), a Former IRM Employee who was a participant in the IRM Plan on December 31, 2001, became a Participant in this Plan as of January 1, 2002.
 
A Former IRM Employee who was not a participant in the IRM Plan on December 31, 2001, shall become a Participant in this Plan upon satisfaction of the requirements of Section 3.02 of this Plan. For purposes of Section 3.02 of this Plan, Service shall be computed in accordance with paragraph (b), below.
 
(b)                             Credit for service for eligibility . For purposes of satisfying Section 3.02 (relating to service requirements for eligibility), a Former IRM Employee shall receive credit for periods of Service with IRM prior to January 1, 2002 In addition, with respect to any individual who terminated employment with IRM before December 31, 2001, but is employed by the Company before incurring five consecutive One-Year Breaks-in-Service, service for IRM shall be considered Service for the Company.
 
84

 
(c)                               Vesting . For purposes of satisfying Section 5.02 (relating to service requirements for vesting), each participant in the IRM Plan who is a Former IRM Employee shall receive credit for Periods of Service with IRM prior to January 1, 2002. In addition, with respect to any individual who is a Former IRM Employee not described in the prior sentence but who terminated employment prior to January 1, 2002 but who is employed by the Company before he has incurred five consecutive One-Year Breaks-in Service, service for IRM shall be considered service under Section 5.02.
 
(d)                              Benefit Options . With respect to the accrued benefit of IRM Participants on December 31, 2001, the distribution options set forth in Section 6.1 and 6.2 of the IRM Plan shall be available to the IRM Participants when payments are due under the Plan.
 
(e)                               Early Retirement Benefit . If a Participant has ten Years of Service, has attained age 55 and decides to commence benefits before attaining age 65, the actuarial reduction applicable to such commencement of benefits shall be those set forth in Section 4.2 of the IRM Plan with respect to the accrued benefit of such participants on December 31, 2001.
 
18.12                 Schirmer Engineering Corporation Pension Plan
 
Effective January 1, 2002, or such earlier or later date determined by the Committee, the assets and liabilities of the Schirmer Engineering Corporation Pension Plan (“Schirmer Plan”) shall be transferred to this Plan. The following special provisions apply, effective as of January 1, 2002, to employees of Schirmer Engineering Corp. or its affiliates (“Schirmer”) on December 31, 2001 (“Former Schirmer Employees”);
 
(a)                                Participation . Notwithstanding the provisions of Section 3 of this Plan (“Eligibility”), a Former Schirmer Employee who was a participant in the Schirmer Plan on December 31, 2001, became a Participant in this Plan as of January 1, 2002.
 
A Former Schirmer Employee who was not a participant in the Schirmer Plan on December 31, 2001, shall become a Participant in this Plan upon satisfaction of the requirements of Section 3.02 of this Plan. For purposes of Section 3.02 of this Plan, Service shall be computed in accordance with paragraph (b), below.
 
85

 
(b)                               Credit for service for eligibility . For purposes of satisfying Section 3.02 (relating to service requirements for eligibility), a Former Schirmer Employee shall receive credit for periods of Service with Schirmer prior to January 1, 2002 In addition, with respect to any individual who terminated employment with Schirmer before December 31, 2001, but is employed by the Company before incurring five consecutive One-Year Breaks-in-Service, service for Schirmer shall be considered Service for the Company.
 
(c)                                Vesting . For purposes of satisfying Section 5.02 (relating to service requirements for vesting), each participant in the Schirmer Plan who is a Former Schirmer Employee shall receive credit for Periods of Service with Schirmer prior to January 1, 2002. In addition, with respect to any individual who is a Former Schirmer Employee not described in the prior sentence but who terminated employment prior to January 1, 2002 but who is employed by the Company before he has incurred five consecutive One-Year Breaks-in Service, service for Schirmer shall be considered service under Section 5.02.
 
(d)                               Benefit Options . With respect to the accrued benefit of Schirmer Participants on December 31, 2001, the distribution options set forth in Section I(2) of the adoption agreement under the Schirmer Plan shall be available to the Schirmer Participants when payments are due under the Plan.
 
(e)                                Disability and Early Retirement Benefit . If a Participant becomes disabled (as defined in the Schirmer Plan) or has 20 Years of Service, has attained age 55 and decides to terminate benefits before attaining age 65, the actuarial reduction applicable to such commencement of benefits shall be those set forth in the Schirmer Plan with respect to the accrued benefit of such participants on December 31, 2001.
 
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SECTION 19
 
Voluntary Retirement Program
 
19.01      Voluntary Retirement Program
 
The terms of this Section 19 are effective to provide supplemental retirement benefits (subject to Section 13.05) for certain Participants who terminate employment with an Employer under the terms of the Voluntary Retirement Program.
 
19.02      Definitions
 
In addition to those of Section 2, the following definitions shall apply for purposes of this Section 19:
 
(a)          “Additional Temporary Supplement” shall mean an amount equal to $150, to be paid monthly until the first to occur of:
 
(i)                                      attainment of age 65;
 
(ii)                                   death of the Participant; or
 
(iii)                                completion of 24 payments.
 
(b)                               “Lifetime Pension Supplement” shall mean an amount equal to 0.5 percent of the Participant’s Final Average Earnings multiplied by Years of Service up to but not in excess of 20 Years of Service. The Lifetime Pension Supplement shall be paid at the same time and in the same optional form as benefits paid to the Participant under Section 4 or 5 and shall terminate coincident with the termination of such benefits.
 
(c)                                “Temporary Pension Supplement” shall mean an amount equal to 0.5 percent of a Participant’s Final Average Earnings multiplied by Years of Service up to but not in excess of 20 Years of Service.
 
The Temporary Pension Supplement shall be paid monthly until the first to occur of:
 
(i)                                      attainment of age 65;
 
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(ii)                                   death of the Participant; or
 
(iii)                                completion of 120 payments.
 
(d)                               “Voluntary Retirement Participant” shall mean a Participant who:
 
(i)             is at least 54 years of age on or before December 31, 1992;
 
(ii)            terminates employment with an Employer between December 18, 1992, and February 15, 1993, inclusive; and
 
(iii)           meets the requirements of (A) or (B):
 
(A)                               has Annual Earnings in 1992 of less than $62,345 and whose combined total Years of Employment and age as of January 1, 1993, is at least 66; or
 
(B)                                 has Annual Earnings in 1992 of $62,345 or more and whose combined total Years of Employment and age as of January 1, 1993, is at least 72.
 
Commissioned agents of Combined Life Insurance Company of America and commissioned representatives of Life Insurance Company of Virginia are not eligible for the Voluntary Retirement Program.
 
(e)                                “Years of Employment” shall mean total number of years of Employment with an Employer, beginning on the date an Employee first performs an Hour of Service and ending on the date the Voluntary Retirement Participant retires under the terms of this Section 19, excluding intervening periods, if any, commencing with such Employee’s discharge or termination and ending with such Employee’s rehire by an Employer. Years of Employment shall include years of employment by a Voluntary Retirement Participant for an employer the stock or assets of which was acquired by an Employer at the time of such employee’s employment by the acquired entity.
 
(f)                                  “Years of Service” shall have the same meaning as stated in Section 2.28. However, for the sole purpose of determining amounts under Section 19.02(a), (b) and (c), Years of Service shall include credited service as that term is used in the Frank B. Hall & Co. Inc.
 
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Retirement Account Plan for those formerly employed by Frank B. Hall companies and who were active participants in the Frank B. Hall & Co. Inc. Retirement Account Plan as of December 31, 1992.
 
19.03     Coverage
 
A Voluntary Retirement Participant shall be entitled to receive a Temporary Pension Supplement, an Additional Temporary Pension Supplement and a Lifetime Pension Supplement upon satisfaction of (a) and (b) on or before February 15, 1993:
 
(a)          receipt by an Employer of properly executed election form; and
 
(b)          receipt by an Employer of properly executed waiver and release.
 
19.04     Commencement of Benefits
 
Payment of the Temporary Pension Supplement and the Additional Temporary Pension Supplement shall commence as soon as practicable upon satisfaction of the requirements of Section 19.03 by the Voluntary Retirement Participant. Payment of the Lifetime Pension Supplement shall commence coincident with commencement of benefits paid to the Voluntary Retirement Participant in accordance with any election made by such Participant under Section 4 or 5. The amount of the Lifetime Pension Supplement, if payment is deferred, shall be the actuarial equivalent of the Lifetime Pension Supplement as if payment had commenced upon the later of attainment of age 55 or termination of employment.
 
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SECTION 20
 
Ad Hoc Retiree Benefit Adjustment
 
20.01     Retirement Benefit Adjustment
 
Participants or beneficiaries for whom benefit payments commenced before January 1, 1994, shall receive an adjustment for payments, effective as of January 1, 1994. Such adjustment shall be an addition to the monthly payment equal to: 3 percent times the Normal Retirement Benefit times the number of full years of retirement; provided , however , that:
 
(a)                           “1 1 / 2 percent” shall be substituted for “3 percent” with respect to the Normal Retirement Benefit of: (i) former Participants or beneficiaries in the LOV Pension Plan who are eligible for the actuarial increase set forth in Section 18.03 of this Plan; and (ii) former Participants and beneficiaries under the LOV Pension Plan currently eligible for ongoing COLA adjustments;
 
(b)                                  the Normal Retirement Benefit shall be computed in accordance with the adjustments set forth in Section 5.04 for Participants and beneficiaries for whom the rules regarding early commencement of benefits are applicable; and
 
(c)                                   the maximum increase in any monthly payment shall not exceed $60.00 per month.
 
For purposes of this Section 20.01, a “full year of retirement” shall be the 12- month period beginning on the date of a Participant’s benefit commencement as defined in Section 4.01 or 5.04, and each complete 12-month period thereafter.
 
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SECTION 21
 
1996 Voluntary Retirement Program
 
21.01     Voluntary Retirement Program
 
The terms of this Section 21 are effective to provide retirement benefits to supplement those otherwise provided under this Plan to certain Participants described herein who terminate employment with an Employer.   Participants employed by The Life Insurance Company of Virginia; Union Fidelity Life Insurance Company; Forth Financial Resources, Ltd.; and Newco Properties, Inc., shall not be eligible to receive benefits under this Section 21.
 
21.02     Definitions
 
In addition to those of Section 2, the following definitions shall apply for purposes of this Section 21:
 
(a)                              “ Additional Temporary Supplement” shall mean an amount equal to $150, to be paid monthly until the first to occur of:
 
(i)         attainment of age 65;
 
(ii)        death of the Participant; or
 
(iii)       completion of 24 payments.
 
(b)                             “ Lifetime Pension Supplement ” shall mean an amount equal to 0.5 percent of one twelfth of the Participant’s Final Average Earnings multiplied by Years of Employment up to but not in excess of 20 Years of Employment. The Lifetime Pension Supplement shall be paid monthly at the same time and in the same optional form as benefits paid to the Participant under Section 4 or 5 and shall terminate coincident with the termination of such benefits.
 
(c)                              “ Temporary Pension Supplement ” shall mean an amount equal to 0.5 percent of one twelfth of the Participant’s Final Average Earnings multiplied by Years of Employment up to but not in excess of 20 Years of Employment.  The Temporary Pension Supplement shall be paid monthly until the first to occur of:
 
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(i)         attainment of age 65;
 
(ii)        death of the Participant; or
 
(iii)       completion of 120 payments.
 
(d)                             “ Voluntary Retirement Participant” shall mean a Participant, other than a Participant employed by The Life Insurance Company of Virginia; Union Fidelity Life Insurance Company; Forth Financial Resources, Ltd.; and Newco Properties, Inc., who:
 
(i)      is actively employed on May 1, 1996;
 
(ii)     has attained 55 years of age on or before June 30, 1996; and
 
(iii)    meets the requirements of (A) or (B):
 
(A)                                      has Annual Earnings in 1995 of less than $66,000 and whose combined total Years of Employment and age as of June 30, 1996, is at least 60; or
 
(B)                                        has Annual Earnings in 1995 of $66,000 or more and whose combined total Years of Employment and age as of June 30, 1996, is at least 72.
 
Employees defined in Section 2.13 of this Plan (“Field Sales Agent”) are not eligible for benefits under this Section 21.
 
(e)                              “ Years of Employment ” shall mean total number of years of Employment with an Employer, beginning on the date an Employee first performs an Hour of Service and ending on the date the Voluntary Retirement Participant retires under the terms of this Section 21. Periods of service as a Field Sales Agent shall not be included in the determination of Years of Employment. Years of Employment shall include years of employment by a Voluntary Retirement Participant for an employer the stock or assets of which were acquired by an Employer at the time such employee was employed by the acquired entity. In determining Years of Employment (including with respect to preacquisition service), partial years of employment and periods commencing with an Employee’s discharge or termination and ending with such Employee’s rehire shall
 
92

 
be excluded. In no event shall Years of Employment be less than Years of Service as defined in Section 2.31.
 
The determination of a Participant’s Years of Employment shall be used solely for purposes of eligibility under Section 21.02(d)(iii)(A) and (B) and computation of the Lifetime Pension Supplement and the Temporary Pension Supplement under this Section 21, and not for any other purpose under this Plan.
 
21.03     Voluntary Retirement Program Benefits
 
A Voluntary Retirement Participant shall be entitled to receive the Temporary Pension Supplement, the Additional Temporary Pension Supplement and the Lifetime Pension Supplement upon satisfaction of (a) and (b):
 
(a)                                receipt by an Employer of a Voluntary Retirement Participant’s election pursuant to the requirements of Sections 7.06 and 7.14; and
 
(b)                               termination of employment with an Employer on or after May 1, 1996, but no later than June 30, 1996.
 
A Voluntary Retirement Participant who is entitled to receive a Temporary Pension Supplement, an Additional Temporary Pension Supplement or a Lifetime Pension Supplement upon satisfaction of (a) and (b) shall be 100% vested in the Temporary Pension Supplement, the Additional Temporary Pension Supplement and the Lifetime Pension Supplement upon termination of Employment. With regard to all other benefits due the Voluntary Retirement Participant under the terms of this Plan, the Voluntary Retirement Participant’s nonforfeitable percentage of such benefit shall be as determined under Section 5 of this Plan.
 
21.04     Commencement of Benefits
 
Payment of the Temporary Pension Supplement and the Additional Temporary Pension Supplement shall commence as soon as practicable upon satisfaction of the requirements of Section 21.03 by the Voluntary Retirement Participant. Payment of the Lifetime Pension Supplement shall commence coincident with commencement of benefits paid to the Voluntary Retirement Participant in accordance with any election made by such Participant under Section 4 or 5. The amount of the Lifetime Pension Supplement, if payment is deferred, shall be the actuarial equivalent of the Lifetime Pension Supplement
 
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as if payment had commenced upon the later of attainment of age 55 or termination of employment.
 
21.05     Credit for Years of Service for 1996
 
A Voluntary Retirement Participant who satisfies the requirements of Section 21.03, and who has continuously worked for an Employer from January 1, 1996, through Employment termination, shall be deemed to have earned a Year of Service under Section 2.31 regardless of the Hours of Service that would otherwise be credited to such Participant. Nothing in this Section 21.05 shall permit a Voluntary Retirement Participant to accrue more than one Year of Service for 1996.
 
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SECTION 22
 
1999 Voluntary Retirement Program
 
22.01     Voluntary Retirement Program
 
The terms of this Section 22 are effective to provide retirement benefits to supplement those otherwise provided under this Plan to certain Participants described herein who terminate employment with an Employer. Employees defined in Section 2.13 of this Plan (“Field Sales Agent”) are not eligible for benefits under this Section 22.
 
22.02     Definitions
 
In addition to those of Section 2, the following definitions shall apply for purposes of this Section 22:
 
(a)           “ Additional Temporary Supplement” shall mean an amount equal to $150, to be paid monthly until the first to occur of:
 
(i)        attainment of age 65;
 
(ii)       death of the Participant; or
 
(iii)      completion of 24 payments.
 
(b)           “ Lifetime Pension Supplement ” shall mean an amount equal to 0.5 percent of one twelfth of the Participant’s Final Average Earnings multiplied by Years of Employment up to but not in excess of 20 Years of Employment. The Lifetime Pension Supplement shall be paid monthly at the same time and in the same optional form as benefits paid to the Participant under Section 4 or 5 and shall terminate coincident with the termination of such benefits.
 
(c)           “ Temporary Pension Supplement ” shall mean an amount equal to 0.5 percent of one twelfth of the Participant’s Final Average Earnings multiplied by Years of Employment (not including partial years) up to but not in excess of 20 Years of Employment. The Temporary Pension Supplement shall be paid monthly until the first to occur of:
 
(i)         attainment of age 65; or
 
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(ii)          death of the Participant.
 
(d)          “ Voluntary Retirement Participant” shall mean a Participant who meets the requirements of (i) through (iv):
 
(i)            was actively employed on February 15, 1999, was included on the U.S. staff payroll as of February 5, 1999, and had a scheduled rate of service in 1999 of at least 1000 hours a year;
 
(ii)           attained 55 years of age on or before March 31, 1999;
 
(iii)          meets the requirements of (A) or (B):
 
(A)          has Annual Earnings in 1998 of less than $80,000 and whose combined total Years of Employment and age as of March 31, 1999, is at least 60; or
 
(B)           has Annual Earnings in 1998 of $80,000 or more and whose combined total Years of Employment and age as of March 31, 1999, is at least 72; and
 
(iv)           was approved for participation in the Aon 1999 Voluntary Retirement Program by the Board or its delegee.
 
Notwithstanding the foregoing, a person who participated in the Aon 1993 Voluntary Retirement Program, the Aon 1996 Voluntary Retirement Program, or any similar program offered by Alexander & Alexander Services, Inc., shall not be a Voluntary Retirement Participant.
 
(e)           “ Years of Employment ” shall mean total number of years of Employment with an Employer, beginning on the date an Employee first performs an Hour of Service and ending on the date the Voluntary Retirement Participant retires under the terms of this Section 22. Periods of service as a Field Sales Agent shall not be included in the determination of Years of Employment. Years of Employment shall include years of employment by a Voluntary Retirement Participant for an employer the stock or assets of which were acquired by an Employer at the time such employee was employed by the acquired entity. In determining Years of Employment (including with respect to preacquisition service),
 
96

 
periods commencing with an Employee’s discharge or termination and ending with such Employee’s rehire shall be excluded.
 
The determination of a Participant’s Years of Employment shall be used solely for purposes of eligibility under Section 22.02(d)(iii)(A) and (B) and computation of the Lifetime Pension Supplement and the Temporary Pension Supplement under this Section 22, and not for any other purpose under this Plan.
 
22.03     Voluntary Retirement Program Benefits
 
A Voluntary Retirement Participant shall be entitled to receive the Temporary Pension Supplement, the Additional Temporary Pension Supplement and the Lifetime Pension Supplement upon satisfaction of (a), (b), and (c):
 
(a)          receipt by an Employer of a Voluntary Retirement Participant’s election pursuant to the requirements of Sections 7.06 and 7.14;
 
(b)                               termination of employment with an Employer on or after February 15, 1999, but no later than March 31, 1999; and
 
(c)                                timely receipt by an Employer of a Voluntary Retirement Participant’s election and waiver and release of claims under the Aon 1999 Voluntary Retirement Program.
 
A Voluntary Retirement Participant who is entitled to receive a Temporary Pension Supplement, an Additional Temporary Pension Supplement or a Lifetime Pension Supplement upon satisfaction of (a), (b), and (c) shall be 100% vested in the Temporary Pension Supplement, the Additional Temporary Pension Supplement, the Lifetime Pension Supplement, and in benefits otherwise provided under this Plan upon termination of Employment. The nonforfeitable percentage of benefits of an individual who meets the requirements of subsection (d) of Section 22.02, but who fails to meet the requirements of subsections (a), (b), and (c) of this Section 22.03, shall be as determined under Section 5 of this Plan.
 
22.04     Commencement of Benefits
 
Payment of the Temporary Pension Supplement and the Additional Temporary Pension Supplement shall commence as soon as practicable upon satisfaction of the requirements of Section 22.03 by the Voluntary Retirement Participant. Payment of
 
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the Lifetime Pension Supplement shall commence coincident with commencement of benefits paid to the Voluntary Retirement Participant in accordance with any election made by such Participant under Section 4 or 5.  The amount of the Lifetime Pension Supplement, if payment is deferred, shall be the actuarial equivalent of the Lifetime Pension Supplement as if payment had commenced upon the later of attainment of age 55 or termination of employment.
 
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SCHEDULE A - AON PENSION PLAN
 SPECIAL PROVISIONS RELATING TO SERVICE
 
I tended that this schedule will be updated periodically by the Committee without need for plan amendment.

COMPANY NAME	 	ACQUISITION
CODES	 	STATING DATE FOR
COMPUTING SERVICE
FOR ELIGIBILITY	 	STATING DATE FOR
COMPUTING SERVICE
FOR VESTING	 	STATING DATE FOR
COMPUTING SERVICE
FOR BENEFIT ACCRUAL	
AA Burrows	 	 	 	Anniversary	 	Anniversary	 	1-Dec-78	
Adams & Porter	 	AI	 	Anniversary	 	Anniversary	 	30-Oct-87	
ADC	 	D	 	Anniversary	 	Anniversary	 	18-Mar-91	
AH Horan & Company	 	BF	 	Anniversary	 	Anniversary	 	15-Mar-95	
Albert G Ruben & Company	 	AM	 	Anniversary	 	Anniversary	 	1-Sep-93	
Alexander & Alexander	 	BZ	 	Anniversary	 	Anniversary	 	Anniversary	
Alexander & Associates	 	BC	 	Anniversary	 	Anniversary	 	1-Jan-95	
Allen Hart Frantz Zehnder	 	 	 	Anniversary	 	Anniversary	 	1-Jan-87	
AMNA	 	AB	 	Anniversary	 	Anniversary	 	l-Jan-92	
ANC Advisory	 	DH	 	Anniversary	 	Anniversary	 	l-Jul-00	
Anderson & Anderson	 	CB	 	Anniversary	 	Anniversary	 	17-Oct-97	
Aon Risk Reinsurance	 	A	 	Anniversary	 	Anniversary	 	28-Sep-88	
ARM Tech	 	DI	 	Anniversary	 	Anniversary	 	l-Jul-00	
ASA	 	DM	 	Anniversary	 	Anniversary	 	l-Oct-00	
[ILLEGIBLE] Insurance Specialists	 	CL	 	Anniversary	 	Anniversary	 	18-Sep-98	
Avon Consulting	 	DT	 	Anniversary	 	Anniversary	 	8-Feb-01	
Bailey Martin & Fay	 	F	 	Anniversary	 	Anniversary	 	l-Jul-89	
Bain Hogg	 	BW	 	Anniversary	 	Anniversary	 	l-Jan-98	
Beck Kuklich & Swartman Inc BK	 	CF	 	Anniversary	 	Anniversary	 	10-Mar-98	
Beebe Blakely & Forbes	 	 	 	Anniversary	 	Anniversary	 	11-Oct-79	
BEP International	 	CC	 	Anniversary	 	Anniversary	 	Anniversary	
Berkely ARMS	 	BI	 	Anniversary	 	Anniversary	 	l-Sep-95	
Berrigan & Berrigan	 	 	 	Anniversary	 	Anniversary	 	l-Oct-82	
Booke & Company	 	AH	 	Anniversary	 	Anniversary	 	Anniversary	
Booth Potter Seal	 	P	 	Anniversary	 	Anniversary	 	14-Apr-72	
Bougn Eader Reynolds & Wheller (?)	 	 	 	Anniversary	 	Anniversary	 	l-Jan-81	
Brockington & Associates{S Mark}	 	BU	 	Anniversary	 	Anniversary	 	30-Aug-96	
Bryson Associations Inc	 	AJ	 	Anniversary	 	Anniversary	 	17-May-93	
Buckalew-Pryor & Company	 	 	 	Anniversary	 	Anniversary	 	25-Apr-80	
Butler & Company	 	 	 	Anniversary	 	Anniversary	 	8-May-79	
California Group Services	 	 	 	Anniversary	 	Anniversary	 	3I-Aug-82	
Cal-Pacific Administration	 	 	 	Anniversary	 	Anniversary	 	 	
Cal-Pacific Security	 	 	 	Anniversary	 	Anniversary	 	11-Jul-80	
Cambridge Medical Associates	 	BP	 	Anniversary	 	Anniversary	 	12-Apr-96	
Cananwill	 	 	 	Anniversary	 	Anniversary	 	1-Jan-91	
[ILLEGIBLE] Systems Corporation	 	CU	 	Anniversary	 	Anniversary	 	5-Feb-99	
Carl D Jacobs	 	CI	 	Anniversary	 	Anniversary	 	l-Apr-98	
Carroll J Keane	 	 	 	Anniversary	 	Anniversary	 	11-Nov-85	
CD Benefits	 	CH	 	Anniversary	 	Anniversary	 	l-Apr-98	
Charles Ryan & Rivers	 	 	 	Anniversary	 	Anniversary	 	l-Nov-76	
 
1

 
SCHEDULE A - AON PENSION PLAN
SPECIAL PROVISIONS RELATING TO SERVICE

COMPANY NAME	 	ACQUISITION
CODES	 	STATING DATE FOR
COMPUTING SERVICE
FOR ELIGIBILITY	 	STATING DATE FOR
COMPUTING SERVICE
FOR VESTING	 	STATING DATE FOR
COMPUTING SERVICE
FOR BENEFIT ACCRUAL	
Charles Southern Group	 	 	 	Anniversary	 	Anniversary	 	1-Jun-94	
CLI	 	BL	 	Anniversary	 	Anniversary	 	16-Sep-95	
Cole Booth Potter	 	P	 	Anniversary	 	Anniversary	 	14-Apr-72	
Cole Clark & Cunningham	 	 	 	Anniversary	 	Anniversary	 	30-Dec-71	
Columbia Association	 	 	 	Anniversary	 	Anniversary	 	11-Sep-79	
Compensation & Capital	 	E	 	Anniversary	 	Anniversary	 	17-Jun-91	
Compensation Management Inc	 	S	 	Anniversary	 	Anniversary	 	11-Nov-89	
Congressional (D Craft)	 	 	 	Anniversary	 	Anniversary	 	2-Feb-90	
Copeland Marsha & David	 	 	 	Anniversary	 	Anniversary	 	28-Feb-78	
Credit life Insurance	 	 	 	Anniversary	 	Anniversary	 	29-Sep-90	
Curtis Day	 	Y	 	Anniversary	 	Anniversary	 	1-Nov-91	
Daniel Head Insurance Agency	 	CY	 	Anniversary	 	Anniversary	 	26-Mar-99	
Diversified Claims	 	Q	 	Anniversary	 	Anniversary	 	17-Jun-91	
Don Flower Associates	 	 	 	Anniversary	 	Anniversary	 	1-Feb-74	
Don Huff	 	 	 	Anniversary	 	Anniversary	 	25-Nov-76	
Dowler Agency	 	 	 	Anniversary	 	Anniversary	 	20-Dec-76	
Energy Insurance International Inc	 	BB	 	Anniversary	 	Anniversary	 	1-Jan-95	
[ILLEGIBLE]	 	BX	 	Anniversary	 	Anniversary	 	15-Nov-96	
Ferguson Group	 	AG	 	Anniversary	 	Anniversary	 	31-Jan-93	
First Security	 	 	 	Anniversary	 	Anniversary	 	22-Nov-85	
Frank B Hall*	 	AF	 	Anniversary	 	Anniversary	 	31-Dec-92	
Freemont	 	DR	 	Anniversary	 	Anniversary	 	30-Oct-00	
Freemont	 	DN	 	Anniversary	 	Anniversary	 	27-Nov-00	
Freemont	 	DS	 	Anniversary	 	Anniversary	 	25-Dec-00	
Freemont	 	DX	 	Anniversary	 	Anniversary	 	16-Feb-01	
Freemont	 	EF	 	Anniversary	 	Anniversary	 	11-Jun-01	
Friis & Company	 	BJ	 	Anniversary	 	Anniversary	 	8-Aug-95	
Galaher Settlements	 	CW	 	Anniversary	 	Anniversary	 	27-Jan-99	
Gene Sause & Company	 	AY	 	Anniversary	 	Anniversary	 	l-Jan-94	
George V Kane & Company	 	 	 	Anniversary	 	Anniversary	 	2-Apr-78	
Giesy Greer & Gunn	 	CT	 	Anniversary	 	Anniversary	 	4-May-99	
Goetz-Haessler-James	 	 	 	Anniversary	 	Anniversary	 	21-Mar-79	
Great Northern	 	DV	 	Anniversary	 	Anniversary	 	l-Mar-01	
Hammond & Regine	 	AS	 	Anniversary	 	Anniversary	 	l-Apr-94	
Harty & Associates Incorporated	 	DB	 	Anniversary	 	Anniversary	 	23-Aug-99	
Higdon & Higdon Incorporated	 	DE	 	Anniversary	 	Anniversary	 	l-Nov-99	
Horizon	 	DJ	 	Anniversary	 	Anniversary	 	21-Aug-00	
Horton Agency	 	 	 	Anniversary	 	Anniversary	 	29-Oct-79	
[ILLEGIBLE]	 	CZ	 	Anniversary	 	Anniversary	 	18-Mar-99	
HR Strategies	 	BA	 	Anniversary	 	Anniversary	 	1-Jan-95	
HR Strategies / Independent Contract	 	BH	 	Anniversary	 	Anniversary	 	l-Jan-95	
Hudas Pellerito	 	DC	 	Anniversary	 	Anniversary	 	l-Sep-99	
 
2

 
SCHEDULE A - AON PENSION PLAN
 SPECIAL PROVISIONS RELATING TO SERVICE

COMPANY NAME	 	ACQUISITION
CODES	 	STATING DATE FOR
COMPUTING SERVICE
FOR ELIGIBILITY	 	STATING DATE FOR
COMPUTING SERVICE
FOR VESTING	 	STATING DATE FOR
COMPUTING SERVICE
FOR BENEFIT ACCRUAL	
Hudig-Langeveldt	 	 	 	Anniversary	 	Anniversary	 	24-Oct-91	
Hunter Insurance Agency	 	 	 	Anniversary	 	Anniversary	 	19-Aug-82	
Huntington T Block	 	H	 	Anniversary	 	Anniversary	 	10-Apr-91	
Hutchinson & Associates	 	BG	 	Anniversary	 	Anniversary	 	1-Jul-95	
INAC	 	DO	 	Anniversary	 	Anniversary	 	16-Oct-00	
Independent Dealers Services Inc	 	AU	 	Anniversary	 	Anniversary	 	1-Jun-94	
Insurance Brokers Services	 	AL	 	Anniversary	 	Anniversary	 	11-May-93	
Insurance Marketing	 	 	 	Anniversary	 	Anniversary	 	 	
Insurance Thrift Agency	 	BV	 	Anniversary	 	Anniversary	 	25-Jul-96	
Insurmark	 	BN	 	Anniversary	 	Anniversary	 	19-Dec-95	
Integremark	 	DK	 	Anniversary	 	Anniversary	 	14-Sep-00	
IRMG	 	DQ	 	Anniversary	 	Anniversary	 	l-Feb-00	
IRISC	 	I	 	Anniversary	 	Anniversary	 	l-Apr-91	
ISA	 	CA	 	Anniversary	 	Anniversary	 	l-Apr-97	
James T Phelps Company	 	 	 	Anniversary	 	Anniversary	 	14-Dec-77	
Jardine Claims Management	 	 	 	Anniversary	 	Anniversary	 	17-Apr-87	
JH Blades	 	AZ	 	Anniversary	 	Anniversary	 	l-Jan-95	
[ILLEGIBLE] Rooney Welch	 	DF	 	Anniversary	 	Anniversary	 	11-Jan-99	
JOS U Moore Incorporated	 	BS	 	Anniversary	 	Anniversary	 	10-May-96	
JS Kemper	 	 	 	Anniversary	 	Anniversary	 	l-Jan-83	
K&K Insurance Group	 	AK	 	Anniversary	 	Anniversary	 	10-Jun-93	
Kahn & Nippert	 	 	 	Anniversary	 	Anniversary	 	5-Aug-82	
Karl Singer	 	Z	 	Anniversary	 	Anniversary	 	10-Mar-83	
Keeling & Company	 	AV	 	Anniversary	 	Anniversary	 	l-Jan-95	
Key Royal	 	K	 	Anniversary	 	Anniversary	 	l-Feb-92	
KPMG	 	CQ	 	Anniversary	 	Anniversary	 	11-Dec-98	
Labow Haynes of Alaska	 	 	 	Anniversary	 	Anniversary	 	25-Apr-73	
Laverack & Haines	 	 	 	Anniversary	 	Anniversary	 	17-Apr-87	
Leak Mann Patrick Assocation	 	 	 	Anniversary	 	Anniversary	 	29-Dec-88	
Le Blanc de Nicolay	 	CK	 	Anniversary	 	Anniversary	 	15-May-98	
Lemma Gill Cusick & Hensley	 	 	 	Anniversary	 	Anniversary	 	l-Oct-85	
Life of Virginia	 	L	 	Anniversary	 	Anniversary	 	Anniversary	
Lucas & Company	 	 	 	Anniversary	 	Anniversary	 	l-Dec-86	
Lynn & Schaller Inc	 	AT	 	Anniversary	 	Anniversary	 	l-Apr-94	
Marcom Tech	 	G	 	Anniversary	 	Anniversary	 	16-Sep-91	
Markel Services	 	AD	 	Anniversary	 	Anniversary	 	17-Jan-92	
Martin Boyer	 	J	 	Anniversary	 	Anniversary	 	l-Feb-90	
Maryland Casualty Company	 	 	 	Anniversary	 	Anniversary	 	l-Apr-91	
[ILLEGIBLE] & Associates	 	CN	 	Anniversary	 	Anniversary	 	27-Jan-99	
McLagan	 	EG	 	Anniversary	 	Anniversary	 	9-May-01	
MC Vucinich & Company	 	 	 	Anniversary	 	Anniversary	 	26-Jun-79	
Media Professional	 	AA	 	Anniversary	 	Anniversary	 	l-Apr-92	
 
3

 
SCHEDULE A  AON PENSION PLAN
SPECIAL-PROVISIONS RELATING TO SERVICE

COMPANY NAME	 	ACQUISITION
CODES	 	STATING DATE FOR
COMPUTING SERVICE
FOR ELIGIBILITY	 	STATING DATE FOR
COMPUTING SERVICE
FOR VESTING	 	STATING DATE FOR
COMPUTING SERVICE
FOR BENEFIT ACCRUAL	
Mills Group	 	BR	 	Anniversary	 	Anniversary	 	1-May-96	
Minet Group	 	BY	 	Anniversary	 	Anniversary	 	16-May-97	
Minet Swett & Crawford	 	 	 	Anniversary	 	Anniversary	 	16-May-97	
More Benefits	 	EC	 	Anniversary	 	Anniversary	 	2-Jul-01	
Morency Weible & Sapa	 	BD	 	Anniversary	 	Anniversary	 	l-Jan-95	
Miller Mason & Dickenson	 	M	 	Anniversary	 	Anniversary	 	Anniversary	
National Benefit Corporation	 	AN	 	Anniversary	 	Anniversary	 	20-May-93	
National Transportation Adjusters	 	CF	 	Anniversary	 	Anniversary	 	10-Mar-98	
Northcutt Cathey Houseman	 	 	 	Anniversary	 	Anniversary	 	Anniversary	
NFS	 	N	 	Anniversary	 	Anniversary	 	l-Jul-89	
Ogle & Waters	 	X	 	Anniversary	 	Anniversary	 	25-Nov-91	
Olympic Health Management Systems	 	CM	 	Anniversary	 	Anniversary	 	15-Sep-98	
OUM Associates	 	AR	 	Anniversary	 	Anniversary	 	l-Jan-95	
Pecos River Learning Centers	 	AX	 	Anniversary	 	Anniversary	 	l-Oct-94	
Peirano Brothers	 	 	 	Anniversary	 	Anniversary	 	12-Jul-74	
Pension Associates	 	 	 	Anniversary	 	Anniversary	 	31-Dec-82	
PHH Insurance Associates	 	CR	 	Anniversary	 	Anniversary	 	27-Dec-98	
[ILLEGIBLE] Agency	 	 	 	Anniversary	 	Anniversary	 	l-Jan-87	
Powell & Company	 	 	 	Anniversary	 	Anniversary	 	9-Oct-77	
Presidium	 	CV	 	Anniversary	 	Anniversary	 	6-Apr-99	
Rath & Strong	 	CD	 	Anniversary	 	Anniversary	 	l-Jan-98	
Reid & Carr	 	 	 	Anniversary	 	Anniversary	 	l-Mar-91	
Reliance	 	DP	 	Anniversary	 	Anniversary	 	15-Dec-00	
Reliance	 	DL	 	Anniversary	 	Anniversary	 	22-Jan-01	
Reliance	 	DY	 	Anniversary	 	Anniversary	 	2-Apr-01	
Reliance	 	DZ	 	Anniversary	 	Anniversary	 	30-Apr-01	
Reliance/Cannanwill	 	W	 	Anniversary	 	Anniversary	 	1-Mar-91	
Resource Dealer Group	 	CX	 	Anniversary	 	Anniversary	 	26-Feb-99	
Roberry & Associates - UM	 	 	 	Anniversary	 	Anniversary	 	28-Jun-79	
Rollins Burdick Hunter	 	B	 	Anniversary	 	Anniversary	 	l-Jan-67	
Ryan & Company - WF	 	 	 	Anniversary	 	Anniversary	 	2-Sep-74	
Ryan Insurance	 	R	 	Anniversary	 	Anniversary	 	l-Jul-79	
Schirmer Engineering	 	EB	 	Anniversary	 	Anniversary	 	l-May-01	
Schroeder White & Johnson	 	 	 	Anniversary	 	Anniversary	 	10-Oct-77	
Security California	 	 	 	Anniversary	 	Anniversary	 	l-Jan-87	
Selective Staffing Incorporated	 	CG	 	Anniversary	 	Anniversary	 	31-Mar-98	
S Mark Brockington & Associates	 	BU	 	Anniversary	 	Anniversary	 	30-Aug-96	
Soriero & Company	 	BT	 	Anniversary	 	Anniversary	 	25-Jul-96	
[ILLEGIBLE] Marine Group	 	DA	 	Anniversary	 	Anniversary	 	l-Jul-99	
Springhouse Financial Corporation	 	 	 	Anniversary	 	Anniversary	 	l-Jan-92	
Sten Recole	 	 	 	Anniversary	 	Anniversary	 	31-Dec-86	
Strong & Company	 	 	 	Anniversary	 	Anniversary	 	l-Jul-85	
 
4

 
SCHEDULE A - AON PENSION PLAN
SPECIAL PROVISIONS RELATING TO SERVICE

COMPANY NAME	 	ACQUISITION
CODES	 	STATING DATE FOR
COMPUTING SERVICE
FOR ELIGIBILITY	 	STATING DATE FOR
COMPUTING SERVICE
FOR VESTING	 	STATING DATE FOR
COMPUTING SERVICE
FOR BENEFIT ACCRUAL	
SUI	 	DVV	 	Anniversary	 	Anniversary	 	25-May-01	
Sutherland Paige & Company	 	BE	 	Anniversary	 	Anniversary	 	11-Feb-95	
Synerconsultants	 	 	 	Anniversary	 	Anniversary	 	10-Nov-77	
Taylor	 	T	 	Anniversary	 	Anniversary	 	l-Jan-90	
Tittle & Jones	 	 	 	Anniversary	 	Anniversary	 	l-Jan-90	
Todorovich	 	 	 	Anniversary	 	Anniversary	 	15-Mar-76	
Transporation Risk Management Services	 	BK	 	Anniversary	 	Anniversary	 	l-Oct-95	
Treacy & Rhodes Consultants	 	 	 	Anniversary	 	Anniversary	 	 	
UFAC	 	ED	 	Anniversary	 	Anniversary	 	3-Jul-01	
Underwriters Marine Services	 	AP	 	Anniversary	 	Anniversary	 	l-Mar-94	
Union Fidelity Life Insurance Company	 	U	 	Anniversary	 	Anniversary	 	l-Jul-79	
Western Treaty Underwriters	 	 	 	Anniversary	 	Anniversary	 	18-Nov-80	
Weil & Sons	 	 	 	Anniversary	 	Anniversary	 	 	
Wentcher & Associates {Ernest C}	 	 	 	Anniversary	 	Anniversary	 	9-Dec-82	
Wexford	 	AE	 	Anniversary	 	Anniversary	 	l-Jul-92	
WTR of Baltimore	 	DD	 	Anniversary	 	Anniversary	 	29-Oct-99	
WTR of Bethesda	 	CJ	 	Anniversary	 	Anniversary	 	8-May-98	
[ILLEGIBLE] of Virginia	 	CP	 	Anniversary	 	Anniversary	 	12-Jan-99	
Youngberg Carlson	 	 	 	Anniversary	 	Anniversary	 	 	

No Benefit Accrual Date Listed
 
*Refers to employees of Frank B Hall & Company, Inc or any of its subsidiaries on November 1, 1992, and employed by the Company on or after November 2,1992.
 
Anniversary Date is the date the Employee first performed an hour of service for the acquired company.

5

 
IN WITNESS WHEREOF, Aon Corporation has adopted the 2002 Restatement of the Aon Pension Plan.

 

 	AON CORPORATION	
 	 	
 	By:	
 	 	
 	/s/ John Reschke	
 	John Reschke	
 	Vice President	

November 16, 2001

6

 
First Amendment to
the 2002 Restatement of
Aon Pension Plan
 
WHEREAS, the Aon Pension Plan (the “Plan”) is currently set out in the 2002 Restatement of Aon Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).
 
WHEREAS, the Board of Directors of Aon Corporation desires to amend the Plan pursuant to the Board’s authority to do so under Section 9.02 of the Plan.
 
Now, therefore, the Plan, as set out in the Restatement, is amended by substituting the following for the last paragraph of Section 2.02 to the Plan, effective January 1, 2002:
 
“In no Plan Year shall a Participant’s Annual Earnings exceed the amount permitted pursuant to Section 401(a)(17) of the IRC (as indexed). For purposes of determining the limit on Annual Earnings for Plan Years prior to January 1, 2002, the provisions of Section 401(a)(17) of the IRC, as in effect on December 31, 2001, shall apply, except as provided in this paragraph with respect to a Participant who was employed by an Employer on December 31, 2001 and who has at least one Hour of Service on or after January 1, 2002. With respect to such Participant who has at least one Hour of Service on or after January 1, 2002, for purposes of determining Final Average Earnings under Section 4.01(a) and Section 4.01(b), and for determining Final Average Earnings in the numerator of Section 4.01(c)(i)(B) and Section 4.01(d)(i)(B), the maximum amount permitted pursuant to IRC Section 401(a)(17) shall be considered to be $200,000 for calendar years beginning prior to January 1, 2002.”
 
IN WITNESS WHEREOF, Aon Corporation has adopted this First Amendment to the Aon
 
Pension Plan, effective as set forth above, on April 19, 2002.

 	AON CORPORATION	
 	 	
 	By:	John Reschke	
 	Its:	VICE PRESIDENT	
 	 	
June 6, 2002	 	

 
Second Amendment to
The 2002 Restatement of
Aon Pension Plan
 
Whereas, the Aon Pension Plan (the “Plan”) is currently set out in the 2002 Restatement of Aon Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).
 
Whereas, the Board of Directors of Aon Corporation desires to amend the Plan pursuant to the Board’s authority to do so under Section 9.02 of the Plan, effective January 1, 2002.
 
Now, therefore, the Plan, as set out in the Restatement is amended as follows, effective January 1, 2002, or as otherwise specified:
 
Section 3.07.    Section 3.07 shall be deleted, and the following substituted in its place:
 
3.07                         Limitation on Benefits for Employment as Field Sales Agent or with Certain Aon Entities
 
In the event an Employee was employed or becomes employed:
 
(a)         as a Field Sales Agent;
(b)        by Aon Solutions, Inc.;
(c)         by Proudfoot Reports Incorporated;
(d)        by Aon Human Capital Services, LLC;
(e)         by Aon Consulting, Inc., on or after February 1, 2002, and such Employee of Aon Consulting, Inc., works in the Aon Consulting, Inc., Human Resources Outsourcing Group,
 
then the following rules shall apply:
 
(i)                                    Such Employee shall not accrue any retirement benefit hereunder while employed as described by subsections (a) through (e) of this Section 3.07, provided, however, that any Employee described in subsection (e) of this Section 3.07 who had been a Participant in the Aon Pension Plan in the 30-day period prior to February 1, 2002,, shall continue to accrue retirement benefits under the terms of this Plan.
 
(ii)                                  Compensation paid to such Employee for services while employed as described by subsections (a) through (e) of this Section 3.07 shall be disregarded in determining Final Average Earnings.

 
(iii)                               Years of Service while employed as described by subsections (a) through (e) of this Section 3.07 shall be counted for the purpose of determining such Employee’s vested or non-forfeitable interest in such Employee’s Accrued Retirement Income in the event employment terminates prior to the Employee’s Normal Retirement Date.
 
(iv)                              Service while employed as described by subsections (a) through (e) of this Section 3.07 shall in no event be considered for the purpose of determining an Employee’s Normal Retirement Benefit under Section 4.01 or Accrued Retirement Income, it being the express intent that such service shall be counted for the purpose of determining eligibility to participate hereunder and non-forfeitable percentage but not for the purpose of increasing the amount of benefits to which such percentage shall apply.
 
Section 4.01 . The first paragraph of Section 4.01 shall be deleted and the following substituted in its place:
 
Each participant who is employed in the service of the Employer on his Normal Retirement Date and who retires on or after his Normal Retirement Date shall be entitled to receive a monthly Normal Retirement Benefit beginning the first day of the month following his actual retirement and continuing for his life, equal to one-twelfth of the sum of (a) through (e):
 
Section 4.01(e)    A new Section 4.01(e) shall be added to read as follows:
 
(e)                                the accrued retirement income of a Participant as of December 31, 2001, under the terms of the International Risk Management (Americas) Inc. Retirement Plan (“The IRMG Plan”).
 
(i)                                    in the case of Participant who is employed by an Employer on December 31, 2001, and is accruing a benefit under the IRMG Plan on that date, the amount described in (e) shall be multiplied by the greater of: (A) 1; or (B) a fraction, the numerator of which is Final Average Earnings (as defined under the Aon Pension Plan) at date of termination of employment and the denominator of which is the Final Average Earnings (as defined under the Aon Pension Plan) at December 31, 2001.
 
2

 
Section 7.09 The following shall be added as the final paragraph of Section 7.09:
 
In determining the actuarial equivalent value of benefits for purposes of applying this Section 7.09, the benefit accrued under any plan merged into the Aon Pension Plan and the benefit accrued under the Aon Pension Plan will be combined without regard to whether the merged plan benefit has previously been distributed. If the actuarial equivalent value of the combined benefits exceeds $5,000, the benefit payable from the Aon Pension Plan will not be eligible for distribution as a single sum payment under Section 7.09.
 
Section 14.01 The title of Section 14.01 shall be changed to read as follows:
 
Spendthrift Trust and QDRO Provision
 
Section 14.01 The following shall be added as the final sentence of Section 14.01:
 
For purposes of this Section 14.01, a qualified domestic relations order shall mean a domestic relations order which relates to alimony, child support or marital property rights and which has been determined by the Company to meet the requirements of IRC Section 414(p) as amended from time to time. The Company shall establish policies and procedures relating to the administration of QDROs.
 
Section 14.10 The following shall be added as the final sentence of Section 14.10(iv):
 
Effective for distributions beginning on and after January 1, 2003, and notwithstanding any other plan provisions to the contrary, the applicable mortality table used for purposes of adjusting any benefit or limitation under Section 415(b)(2)(B), (C) or (D) of the Internal Revenue Code as set forth in Section 13.05 of this Plan and the applicable mortality table used for purposes of satisfying the requirement of Section 417(e) of the Internal Revenue Code as set forth in Section 14.10 of this Plan is the table prescribed in Rev. Rul. 2001-62.
 
Section 18.10. Subsection (d) of Section 18.10 shall be deleted and the following substituted in its place:
 
(d)                            Benefit Options . Benefit options under the ASA Plan which shall continue to apply to benefits accrued under the ASA Plan as of December 31, 2000 are:
 
3

 
(i)           an annuity (including an annuity for the life of the Participant or the Participant’s spouse, in the case of a benefit payable upon the death of the Participant), a Qualified Joint and Survivor Annuity, or a 100% joint and survivor annuity, as described in Section 8.01(a)(i) of the ASA Plan;
 
(ii)          lump sum distribution, as described in Section 8.01(a)(ii) of the ASA Plan;
 
(iii)         a cash payment option, consisting of (1) a lump sum payment as described in Section 8.01(a)(iii) of the ASA Plan; plus (2) a residual annuity in the form of a single life annuity, a Qualified Joint and Survivor Annuity, or a 100% joint and survivor annuity also as described in section 8.01(a)(iii) of the ASA Plan, with the amount of the annuity determined so that the total payments under this cash payment options will be the actuarial equivalent of the Participant’s Accrued Benefits;
 
(iv)         guaranteed period annuity as described in Section 7.02 of the Plan;
 
(v)          joint and survivor annuity distributions as described in Section 7.04 of the Plan which are not described in subsection (d)(i) of this Section 18.10;
 
(vi)         temporary annuity with Social Security adjustment option as described in Section 7.05 of the Plan.
 
For purposes of adjusting benefits and limitations required under Code Section 415, and for purposes of computing actuarially equivalent benefits under the Plan with respect to subsection (d)(i) through (d)(iii) of this Section 18.10, the actuarial assumptions and factors set forth in Section 6.07 of the ASA Plan shall be used.
 
For purposes of adjusting benefits and limitations required under Code Section 415, and for purposes of computing actuarially equivalent benefits under the Plan with respect to subsection (d)(iv) through (d)(vi) of this Section 18.10, the actuarial assumptions and factors set forth in Section 14.10 of the Plan shall be used.
 
Benefit options under the Plan as described in Section 7 of the Plan, and the actuarial assumptions outlined in Section 14.10 of the Plan, shall be the sole
 
4

 
benefit options and actuarial assumptions that shall apply to benefits accrued under the Plan on and after January 1,2001, by Former ASA Employees.
 
Section 18.11. Subsection (f) of Section 18.11 shall be added to read as follows:
 
(f)                               Years of Service . Years of Service for purposes of determining the amount of benefits under Section 4.01(e) shall not consider Years of Service prior to January 1, 2002.
 
IN WITNESS WHEREOF, Aon Corporation has adopted this Second Amendment to the 2002 Restatement of the Aon Pension Plan, as of the 20th day of September, 2002.

 	AON CORPORATION	
 	 	
 	By:	/s/ John A. Reschke	
 	John A. Reschke	
 	Vice President	
 	Global Employee Benefits	
 
5

 
Third Amendment to
The 2002 Restatement of
Aon Pension Plan
 
Whereas, the Aon Pension Plan (the “Plan”) is currently set out in the 2002 Restatement of Aon Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).
 
Whereas, the Board of Directors of Aon Corporation desires to amend the Plan pursuant to the Board’s authority to do so under Section 9.02 of the Plan.
 
Now, therefore, the Plan, as set out in the Restatement, is amended as follows, effective November 15, 2002:
 
Section 8.03.   A new Section 8.03 shall be added to read as follows:
 
8.03. Investment Committee.
 
(a)             Appointment by Board . The Investment Committee shall be appointed by the Board. The Board shall have the right at any time, and from time to time, to remove any member of the Investment Committee. Each member shall serve until 60 days after the earlier of (a) the day notice of resignation is given to the Board (or its representative); or (b) the day notice of removal by the Board (or its representative) is given to the member. By mutual agreement, the 60-day notice may be waived. In the event of the death, resignation, or removal of a member acting hereunder, the Board shall appoint a successor to fill the vacancy, and such successor, upon accepting appointment by an instrument in writing delivered to the Board (or its representative) shall, without further action, become vested with all the estate, rights, powers, discretion and duties of the predecessor.
 
(b)            Membership. The Investment Committee shall consist of not less than three (3) nor more than seven (7) members. Any person appointed shall signify acceptance by filing written confirmation with the Board or its representative.  The members of the Investment Committee shall serve without compensation.
 
(c)             Discretionary Authority. The Investment Committee shall have the discretionary authority to set investment policy and guidelines, select and fire investment managers, monitor investment performance, and determine funding requirements for the Plan, and shall have such other powers, rights and duties vested in it elsewhere in the Plan or Trust.

 
(d)            Delegation . The Investment Committee may delegate these responsibilities to other persons designated by the Investment Committee as named fiduciaries for such purposes or to persons other than named fiduciaries, as described in Section 405(c) of ERISA. The Investment Committee, by its action, may employ one or more persons to render advice with respect to their responsibilities.
 
(e)             Transaction of Business . The Investment Committee shall hold meetings upon such notice, at such place or places, and at such time or times as it may from time to time determine. A majority of the members of the Investment Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions or other actions taken by the Investment Committee at any meeting shall be by the vote of a majority of the members of the Investment Committee present at the meeting. Actions may be taken by the Investment Committee without a meeting where such actions are consented to in writing by the entire Investment Committee.
 
(f)               Limitations on Liability. To the extent permitted by law, each member of the Investment Committee, and each employee of the Company who is involved in the work of the Investment Committee, shall be relieved and released from all personal liability by reasons of any act or failure to act on his part with respect to such work, except to the extent such act or failure to act was a result of fraud or gross negligence
 
(g)            Indemnity . Each member of the Investment Committee, and any other employee of the Company involved in the work of the Investment Committee (and his or her respective assigns, heirs, executors and administrators) shall be entitled to be indemnified by Aon against all costs and expenses reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding or threat thereof, to which he may be made a party by reason of his being involved in the administration of the Plan, except in relation to matters as to which a recovery shall be had against him by reason of his having been finally adjudged in such action, suit or proceeding to have committed a fraudulent act or omission. The foregoing right to indemnity shall include reimbursement of the costs and expenses paid in settling any such action, suit or proceeding or threat thereof when it appears to Aon that the person did not commit a fraudulent act or omission.
 
2

 
IN WITNESS WHEREOF, Aon Corporation has adopted this Third Amendment to the 2002 Restatement of the Aon Pension Plan, as of the 15th day of November, 2002.

 	AON CORPORATION	 	
 	 	 	
 	By:	/s/ John A. Reschke	
 	John A. Reschke	 	
 	Vice President	 	
 	Global Employee Benefits	 	

3

Fourth Amendment to the
2002 Restatement of Aon Pension Plan
 
WHEREAS, the Board of Directors of Aon Corporation desires to amend the 2002 Restatement of Aon Pension Plan (the “Plan”) pursuant to the Board’s authority to do so under Section 9.02 of the Plan;
 
NOW, THEREFORE, the following provisions of the Plan are hereby amended, effective January 1, 2004, except as otherwise indicated:
 
1.        Section 2.13 . Section 2.13 of the Plan shall be amended by adding the following sentence:
 
“Effective January 1, 2004, and specifically applicable to Section 3.07(a) hereunder, a ‘Field Sales Agent’ shall also refer to a full-time commissioned employee who represents Sterling Life Insurance Company as an insurance salesperson (and who is under an employment contract with the Company denominating such employee as an agent, field sales manager, marketing manager or other comparable title).”
 
2.        Section 2.15 . The existing second sentence shall be deleted and the following substituted in its place to read as follows:
 
“Effective for Plan Years beginning January 1, 1997, ‘Highly Compensated Employee’ means any employee who was a 5-percent owner (as defined in Section 416 (i)) at any time during the current year or for the preceding year, or had Compensation in excess of $80,000 and was in the top-paid group for the preceding year.
 
3 .        Section 3.02 . Section 3.02 of the Plan shall be amended by adding the following new paragraph (e) to read as follows:
 
“(e)            Notwithstanding any provision in the Plan to the contrary, no Employee who begins employment on or after January 1, 2004 shall become a participant hereunder. Any Employee who began employment before January 1, 2004 but who has not met all of the eligibility requirements set forth in (a)-(d) above by January 1, 2004 may become a participant, but only if the requirements set forth in (a)-(d) above are satisfied by January 1, 2005; provided that no Employee whose participation was
 
2

 
excluded because of the restrictions of Section 3.07 may participate in the Plan unless such Employee meets the requirements set forth in (a)-(d) above by December 31, 2003. Except as provided in Section 3.07, any Participant who terminates employment with the Employers after December 31, 2003 and is reemployed by an Employer thereafter may only resume participation in the Plan if such termination of employment is less than 31 days.”
 
4.        Section 3.03 . Section 3.03 of the Plan shall be deleted and the following substituted in its place:
 
“3.03  Termination of Employment
 
Any Participant whose employment with the Employers is terminated for any reason whatsoever, shall cease to be eligible to participate hereunder. Any Participant whose employment with the Employers is terminated shall, in the event of his later reemployment as an Employee, again become a Participant on the first day of his reemployment, provided he meets the requirements of Section 3.02(c), (d) and (e), unless his prior service is not taken into account under the rule set forth in Section 2.31(b).”
 
5.              Section 3.07 . Section 3.07 of the Plan shall be deleted and the following substituted in its place:
 
“3.07       Employment as Field Sales Agent or with Certain Subsidiaries
 
In the event an Employee was employed or becomes employed:
 
(a)     as a Field Sales Agent
 
(b)    by Aon Solutions, Inc.
 
(c)     by Proudfoot Reports Incorporated
 
(d)    by Aon Human Capital Resources, LLC
 
(e)               by Aon Consulting, Inc. after February 1, 2002, and performs services for its Human Resources Outsourcing Group (‘HROG’)
 
(i)                               Such Employee shall not accrue any benefits hereunder while employed as described in subsections (a)-(e) above. However, any Employee described in subsection (e) who had been an Employee during the 30 day period
 
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ending January 31, 2002 shall  continue to accrue benefits (or accrue upon becoming eligible) under the Plan, and if such employee terminates employment with the HROG but returns to work with the HROG or the Employer within 30 days, he shall again continue to accrue benefits (or accrue upon becoming eligible) under the Plan.
 
(ii)                     Compensation paid to such Employee for services while employed as described by subsections (a) through (e) of this Section 3.07 shall be disregarded in determining Final Average Earnings unless 3.07(e)(i) indicated such Employee shall continue to accrue benefits under the plan.
 
(iii)                  Years of Service while employed as described by subsections (a) through (e) of this Section .3.07 shall be counted for the purpose of determining such Employee’s vested or non-forfeitable interest in such Employee’s Accrued Retirement Income in the event employment terminates prior to the Employee’s Normal Retirement Date unless 3.07(e)(i) indicated such Employee shall continue to accrue benefits under the plan.
 
(iv)                 Service while employed as described by subsections (a) through (e) of this Section 3.07 shall in no event be considered for the purpose of determining an Employee’s Normal Retirement Benefit under Section 4.01 or Accrued Retirement Income, it being the express intent that such service shall be counted for the purpose of determining eligibility to participate hereunder and non-forfeitable percentage but not for the purpose increasing the amount of benefits to which such percentage shall apply unless 3.07(e)(i) indicated such Employee shall continue to accrue benefits under the plan.”
 
6.               Section 3.08      Section 3.08 shall be deleted in its entirety
 
7.               Section 7.08 .    The second paragraph of Section 7.08 shall be deleted and the following substituted in its place:
 
“Effective for Participants who are employed in the U.S. by an Employer and who die after December 31, 2003, the Surviving Spouse Benefit will be paid to a ‘Qualified Domestic Partner.’ A ‘Qualified Domestic Partner’ is a person of the same or opposite
 
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sex of the Participant whose domestic partnership was certified with the Company meet all of the following requirements: (1) an intimate, committed relationship of mutual caring; (2) shared principal residence; (3) agreement to be responsible for the other’s basic living expenses; (4) both partners are age 18 or older; (5) neither partner is married to another person or has another domestic partner; (6) neither partner is related by blood; and (7) neither partner has had a different domestic partner in the past six months. A copy of any domestic partner certification shall be filed by the Participant with the Committee, together with any other information the Committee deems necessary to authenticate a domestic partner relationship. If such certification shall not be filed with the Committee prior to the Participant’s death and a domestic partner shall claim survivor benefits, the Committee shall require that such domestic partner provide information that the Committee deems necessary to authenticate a domestic partner relationship existed at the time of the Participant’s death. If a person is a ‘Qualified Domestic Partner,’ the benefit provided in the fist paragraph of this Section 7.08 shall be paid as if the person were the surviving spouse of the Participant.”
 
8.           Section 18.10 . Subsection (c) of Section 18.10 should be amended by adding the following sentence, effective December 31, 2000, to read as follows:
 
“If any Former ASA Employee had any service under the ASA Plan during a calendar year which did not result in a Year of Service for vesting purposes under the elapsed time rules, but such service would constitute at least 1,000 Hours of Service under the Aon Pension Plan, such service shall count as a Year of Service for vesting purposes hereunder. If such Hours of Service cannot be determined, such Former ASA Employee shall be given credit for working 45 Hours of Service during each week he performed at least one Hour of Service.”
 
IN WITNESS WHEREOF, Aon Corporation hereby adopts this Fourth Amendment to the 2002 Restatement of Aon Pension Plan, effective as set forth above, as of this 21 day of November, 2003.

 	AON CORPORATION	

 	By:	/s/ John A. Reschke	

 	Its:	VICE PRESIDENT	
 
5

 
Fifth Amendment to the
2002 Restatement of Aon Pension Plan
 
WHEREAS, the Board of Directors of Aon Corporation desires to amend the 2002 Restatement of Aon Pension Plan (the “Plan”) pursuant to the “Board’s authority to do so under Section 9.02 of the Plan;
 
NOW, THEREFORE, the following provisions of the Plan are hereby amended, effective January 1, 2004, except as otherwise indicated:
 
1.        Subparagraph 3.02(e) is hereby amended by substituting the following:
 
“(e)                   Notwithstanding any provision in the Plan to the contrary, no Employee who begins employment on or after January 1, 2004 shall become a participant hereunder. Any Employee who began employment before January 1, 2004 but who has not met all of the eligibility requirements set forth in (a)-(d) above by January 1, 2004 may become a participant, but only if the requirements set forth in (a)-(d) above are satisfied by January 1, 2005; provided that no Employee whose participation was excluded because of the restrictions of Section 3.07 may participate in the Plan unless such Employee meets the requirements set forth in (a)-(d) above by December 31, 2003. Except as provided in Section 3.07, any Participant who terminates employment with the Employers after December 31, 2003 and is reemployed by an Employer thereafter may only resume participation in the Plan if (1) such termination of employment is less than 32 days; or (2) if such termination of employment is in excess of 31 days, the participant had commenced receiving benefits hereunder, and the participants described in (1) and (2) shall be ineligible to receive Retirement Plan Contributions under the Aon Savings Plan.”
 
2.          A new subparagraph 3.02(f) is added to read as follows:
 
“(f)                     If an Employee’s status changes from employment where he or she is not accruing benefits hereunder to a status where he or she is accruing benefits hereunder, he or she will not receive credit for any Earnings or Years of Service under Section 4.01 for benefit accrual purposes during noncovered employment, but will receive it for covered employment. If an Employee’s status changes from employment where he or she is accruing benefits hereunder, he or she will receive credit for any Earnings or Years of Service under Section 4.01 for benefit accrual purposes during covered employment, but not for uncovered employment.”

 
IN WITNESS WHEREOF, Aon Corporation has adopted this Fifth Amendment to the 2002 Restatement of Aon Pension Plan, effective as set forth above.

 	AON CORPORATION	
 	 	
 	By:	/s/ John A. Reschke	
 	 	 	
 	Its:	VICE PRESIDENT	
 
2

 
Sixth Amendment to the 2002
 
Restatement of Aon Pension Plan
 
WHEREAS, the Aon Pension Plan (the “Plan”) is currently set out in the 2002 Restatement of the Aon Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).
 
WHEREAS, the Board of Directors of Aon Corporation desires to amend the Plan pursuant to the Board’s authority to do so under Section 9.01 of the Plan.
 
NOW, THEREFORE, the Plan, as set out in the Restatement, is amended as follows, effective as of January 1,2004, or as otherwise specified:
 
Section 2.02. Subsection (b)(ii) of Section 2.02 shall be deleted and the following substituted in its place:
 
(ii) bonuses paid pursuant to periodic individual performance appraisals and formal contractual bonus programs (including the value of restricted stock units or stock awards as may be granted by the Company in substitution for a portion of such bonuses, calculated as if the value of the units or awards were equal to the cash portion of the bonus foregone), but excluding other bonus and miscellaneous income;
 
Section 5.03. A new subsection (f) of Section 5.03 shall be added to read as follows:
 
(f)  The Accrued Retirement Income of Participants defined as “Transitioned Employees” under the Information Technology Services Agreement by and between Aon Service Corporation and Computer Sciences Corporation Effective as of July 21, 2004, shall be 100% vested as of the date of termination of employment of each such Participant from the Company.
 
Section 7.15 shall be deleted and the following substituted in its place:
 
Section 7.15 Election and Notice
 
(a)      Election . A Participant may elect a method of payment during the 90-day period ending on his Annuity Starting Date. Any election made during the election period shall be revocable, and another such election may be made at any time

 
before the close of the election period, at which time the most recent such election made shall be irrevocable. Any election or revocation shall be made by written notice to the Committee on a form provided by the Committee.
 
(b)      Notice. Consistent with regulations prescribed by the Secretary of the Treasury and no less than 30 days and no more than 90 days before his Annuity Starting Date, a written explanation shall be mailed or personally delivered to a Participant describing the joint and one-half survivor annuity with his Spouse as Beneficiary and the circumstances under which it shall be provided unless the Participant elects another method of payment, the availability of such election, a general explanation of the financial effect of such election, and a statement of the rights of the Participant’s Spouse. It also shall notify the Participant that he may make a written request at any time during the election period for an additional written explanation of the terms and conditions of such joint and one-half survivor annuity and the financial effect of payment in some other method.
 
Notwithstanding the foregoing, the written explanation may be provided after the Participant’s or Inactive Participant’s Annuity Starting Date; provided, that the election period shall not end for 30 days following the date the explanation is provided. With any applicable Spouse consent, a Participant may waive such 30-day requirement; provided, that the distribution begins more than seven days after the election is made.
 
Section 18.10(e) shall be deleted and the following substituted in its place:
 
(e)      Interest Crediting Rate . With respect to the Cash Balance Plan Account existing on December 31, 2000, interest shall be credited at an effective annual rate of six (6%) from January 1, 2001 to December 31, 2001, and credited at an effective annual rate of 4% thereafter.”
 
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IN WITNESS WHEREOF, Aon Corporation has adopted the Sixth Amendment to the 2002 Restatement of the Aon Pension Plan, effective as set forth above.

 	AON CORPORATION	
 	 	
 	By:	/s/ John A. Reschke	
 	John A. Reschke	
 	Vice President, Benefits	

 
Seventh Amendment to Aon Pension Plan
As Amended and Restated Effective January 1, 2002
 
WHEREAS, the Aon Pension Plan (the “Plan”) is currently set out in the 2002 Restatement of the Aon Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).
 
WHEREAS, the Board of Directors of Aon Corporation desires to amend the Plan pursuant to the Board’s authority to do so under Section 9.01 of the Plan.
 
NOW, THEREFORE, the Plan, as set out in the Restatement, is amended as follows, effective as of November 1, 2005, or as otherwise specified herein:
 
Section 3.07 . A new subsection (v) of Section 3.07 shall be added, effective January 1, 2006, to read as follows:
 
(v)      Notwithstanding anything to the contrary set forth in subsections (i) through (iv) above, if (a) an Employee becomes employed by Aon Consulting, Inc. on or after February 1, 2002 in any group other than its Human Resources Outsourcing Group (“HROG”), (b) such Employee is subsequently transferred to the HROG, and (c) such Employee is then subsequently transferred out of the HROG to any staff position with the Company or any of its affiliates, the following rules shall apply:
 
(A)                           Such Employee shall not accrue any retirement benefit hereunder while employed as described in subsections (a) through (e) of this Section 3.07;
 
(B)                             Compensation paid to such Employee for services while employed as described by subsections (a) through (e) of this Section 3.07 shall be disregarded in determining Final Average Earnings.
 
(C)                             Years of Service while employed as described by subsections (a) through (e) of this Section 3.07 shall be counted for the purpose of determining such Employee’s vested or non-forfeitable interest in such Employee’s Accrued Retirement Income in the event employment terminates prior to the Employee’s Normal Retirement Date.
 
(D)                            Service while employed as described by subsections (a) through (e) of this Section 3.07 shall in no event be considered for the purpose of determining an Employee’s Normal Retirement Benefit under Section 4.01 or Accrued Retirement Income, it being the express intent that such service shall be counted for the purpose of determining eligibility to participate hereunder and non-forfeitable percentage but not for the purpose of increasing the amount of benefits to which such percentage shall apply.

 
Section 5.03. A new subsection (g) of Section 5.03 shall be added to read as follows:
 
(g)           The Accrued Retirement Income of Participants whose employment with the Company or any of its subsidiaries shall terminate pursuant to Section 8.2(a) of the Purchase Agreement among Minet Holdings, Inc., CJP, Inc., Aon Services Group, Inc., Aon Corporation, Swett & Crawford and HMSC Holdings Corp., dated as of November 15, 2005, shall be 100% vested as of the date of such termination of employment.
 
IN WITNESS WHEREOF, Aon Corporation has adopted this Seventh Amendment to the 2002 Restatement of the Aon Pension Plan, effective as set forth above.

 	Aon Corporation By:	
 	 	
 	By:	/s/ John A. Reschke	
 	John A. Reschke	
 	Vice President, Employee Benefits	
 
2

Eighth Amendment to Aon Pension Plan
As Amended and Restated Effective January 1, 2002
 
WHEREAS, the Aon Pension Plan (the “Plan”) is currently set out in the 2002 Restatement of the Aon Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).
 
WHEREAS, the 9.01 of the Plan allows the Board of Directors of Aon Corporation to amend the Plan, and the Board has delegated to the undersigned officers of Aon Corporation the authority to make certain amendments to the Plan.
 
WHEREAS, the undersigned officers desire to amend the Plan to allow participants with the actuarial value of accrued benefits greater than $5,000 but less than $10,000 to elect an early distribution of such benefits.
 
NOW, THEREFORE, the Plan, as set out in the Restatement, is amended as follows, effective as of January 1, 2006:
 
A new Section 7.18 shall be added to the Plan as follows:
 
7.18     Early Distribution of Benefits
 
Notwithstanding anything to the contrary set forth in this Article 7, in the event the actuarial equivalent of any monthly benefit pursuant to any of the provisions of this Plan expressed as a single sum is greater than $5,000 but less than $10,000 as of a date, or dates, in 2006 as determined by the Committee, the Committee shall allow a Participant whose employment terminated at any time on or prior to December 31, 2005 and whose retirement benefit has not already commenced under the Plan to elect the early distribution of such benefits in accordance with this Section 7.18. At the Participant’s election no later than November 15, 2006 and, if applicable, with the requisite written consent of the Participant’s legal spouse pursuant to Section 7.06 herein, the Committee shall direct the Trustee to commence the distribution of such monthly benefit in the form of a single sum of such actuarial equivalent.
 
A Participant who elects an early distribution of benefits under this Section 7.18 and who is under age 55 at the date the single sum is to be paid, is entitled to elect either a straight life annuity or a reduced 50% Qualified Joint and Survivor Annuity, or such other Normal Form of Payment as may be required under Section 18, in lieu of the single sum payment. For this purpose, the Participant’s vested retirement benefit shall be reduced for early commencement according to Section 5.04, and further actuarially reduced, pursuant to Section 14.10, from age 55 to the date of payment.

 
IN WITNESS WHEREOF, Aon Corporation has adopted this Eighth Amendment to the 2002 Restatement of the Aon Pension Plan, effective as set forth above.

 	Aon Corporation	
 	 	
 	By:	/s/ Jeremy G.O. Farmer	
 	Jeremy G.O. Farmer	
 	Senior Vice President, Head of Human Resources	

 	/s/ David P. Bolger	
 	David P. Bolger	
 	Executive Vice President, Chief Financial Officer	
 	and Chief Administrative Officer	
 
2

 
Ninth Amendment to Aon Pension Plan
As Amended and Restated Effective January 1, 2002
 
WHEREAS, the Aon Pension Plan (the “Plan”) is currently set out in the 2002 Restatement of the Aon Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).
 
WHEREAS, the Board of Directors of Aon Corporation desires to amend the Plan pursuant to the Board’s authority to do so under Section 9.01 of the Plan.
 
NOW, THEREFORE, the Plan, as set out in the Restatement, is amended as follows, effective as of January 1, 2006:
 
Section 9.02 . The first paragraph of Section 9.02 shall be revised to read as follows:
 
“Except as herein limited, the Company, by action of the Board or by action of any person or entity authorized by the Board, shall have the right to amend this Plan at any time. Such amendment shall be stated in an instrument in writing. This Agreement shall then be deemed to have been amended in the manner set forth, provided, however, except as may be required to maintain this Plan as a qualified Plan under the IRC:”
 
IN WITNESS WHEREOF, Aon Corporation has adopted this Ninth Amendment to the 2002 Restatement of the Aon Pension Plan, effective as set forth above.

 	Aon Corporation	
 	 	
 	By:	John A. Reschke	
 	Its:	VICE PRESIDENT, Employee Benefits	

 
Ninth Amendment to Aon Pension Plan
As Amended and Restated Effective January 1, 2002
 
WHEREAS, the Aon Pension Plan (the “Plan”) is currently set out in the 2002 Restatement of the Aon Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).
 
WHEREAS, the Board of Directors of Aon Corporation desires to amend the Plan pursuant to the authority to do so under Section 9.01 of the Plan.
 
NOW, THEREFORE, the Plan, as set out in the Restatement and as amended from time to time, is further amended as follows:
 
1.              Section 2.01 . By substituting for Section 2.01 a new Section 2.01, effective as of January 1, 2007, to read as follows:
 
“Accrued Retirement Income” shall mean the monthly amount determined in accordance with Section 4.01 of the Plan, but based on Years of Service, Final Average Earnings and Annual Earnings, if applicable, as of any date before the Participant’s Normal Retirement Date; provided , however , that the Accrued Retirement Income of a Participant shall not be less than the Minimum Accrued Benefit determined in accordance with Section 4.03.
 
2.              Section 2.02 . By substituting for the last sentence of Section 2.02 a new sentence, effective as of December 31, 2006, to read as follows:
 
With respect to such Participant who has at least one Hour of Service on or after January 1, 2002, for purposes of determining Final Average Earnings under Section 4.01(A) (but not for purposes of determining Final Average Earnings at December 31, 1997), the maximum amount permitted pursuant to IRC Section 401(a)(17) shall be considered to be $200,000 for calendar years beginning prior to January 1, 2002.
 
3.              Section 2.14. By substituting for the first paragraph of Section 2.14 a new paragraph, effective as of December 31, 2006, to read as follows:
 
“Final Average Earnings” shall mean the average of the Participant’s Annual Earnings paid to him by the Employers for service during the highest five consecutive calendar years of the last ten calendar years of Employment immediately preceding the earlier of (i) his retirement date or his Termination Date, or (ii) January 1, 2007; provided, however, that if he was not an Employee during any five consecutive calendar years during such period, his Final Average Earnings shall be the average of his Annual Earnings during the five calendar years (or lesser period if he was not an Employee for such five calendar years) immediately preceding the earlier of (i) the calendar year he was last an Employee or (ii) January 1, 2007.
 
4.              Section 2.16 . A new sentence shall be added at the end of Section 2.16, effective as of January 1, 2006, to read as follows:
 
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In order to clarify the usage of the 45 Hours of Service equivalency described above and consistent with past administrative practice and procedure under the Plan, payroll and other Company records reflect the actual number of hours worked by an Employee, and accordingly the 45 Hours of Service equivalency shall not apply, where such records reflect the actual number of hours for which the Employee is directly or indirectly paid or entitled to payment.
 
5.              Section 2.19 . By substituting for Section 2.19 a new Section 2.19, effective as of January 1, 2006, to read as follows:
 
“Covered Compensation” shall mean the average of the Taxable Wage Bases (as defined pursuant to Section 3121(a)(1) of the IRC) for the 35 calendar years ending with the last day of the year in which a Participant attains Social Security Retirement Age (as defined at Section 13.05(n)), and assuming for any particular Plan Year that the Taxable Wage Base on January 1 st will remain the same for all future years.
 
6.              Section 2.31 . A new subsection (i) of Section 2.31 shall be added, effective as of January 1, 2006, to read as follows:
 
(i)            Participants whose employment with the Company or any of its subsidiaries shall terminate pursuant to Section 7.1 of the Renewal Rights and Asset Purchase Agreement between Muirfield Underwriters, Ltd., a Delaware corporation, and AmTrust North America, Inc., a Delaware corporation, dated as of May 9, 2006, shall be credited with a Year of Service for the period commencing January 1, 2006 and ending on the date of such termination of employment regardless of whether they complete 1,000 Hours of Service during such period.
 
7.             Section 4.01 . By substituting for Section 4.01 a new Section 4.01, effective as of December 31, 2006, to read as follows:
 
4.01         Normal Retirement Benefit
 
Subject to Section 4.01(C), each Participant who is employed in the service of the Employer on his Normal Retirement Date and who retires on or after his Normal Retirement Date shall be entitled to receive a monthly Normal Retirement Benefit beginning on the first day of the month following his actual retirement and continuing for his life, equal to one-twelfth of the sum of the amounts determined under Sections 4.01(A) and 4.01(B) below.
 
(A)          Benefit Accrual For Years of Service Completed As Of December 31, 2006.
 
No Participant shall accrue any benefit under this Section 4.01(A) with respect to Years of Service completed after December 31, 2006 or with respect to Annual Earnings earned during the Participant’s Employment after December 31, 2006. A Participant’s accrued benefit under this Section 4.01(A) shall be the sum of (a) through (e) below:
 
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(a)                                   1.15% of the Participant’s Final Average Earnings multiplied by his or her Years of Service on and after January 1, 1998 and completed on or before December 31, 2006.
 
(b)                                  0.45% of the Participant’s Final Average Earnings in excess of Covered Compensation (as defined in Section 2.19) at December 31, 2006, multiplied by the lesser of: (i) his or her Years of Service on and after January 1, 1998 and completed on or before December 31, 2006; or (ii) 35 years, less Years of Service as of December 31, 1997.
 
(c)                                   the accrued retirement income of a Participant as of December 31, 1997, under the terms of the Aon Pension Plan.
 
(i)                              in the case of a Participant who is employed by an Employer on December 31, 1997, and is accruing a benefit under the Aon Pension Plan on that date, the amount described in (c) shall be multiplied by the greater of: (A) 1; or (B) a fraction, the numerator of which is Final Average Earnings at date of termination of employment or December 31, 2006, whichever is earlier, and the denominator of which is Final Average Earnings at December 31, 1997.
 
(d)                                the accrued retirement income of a Participant as of December 31, 1997, under the terms of the Pension Plan for Employees of Alexander & Alexander Services Inc. and Subsidiaries (the “A&A Plan”).
 
(i)                               in the case of a Participant who is employed by an Employer on December 31, 1997, and is accruing a benefit under the A&A Plan on that date, the amount described in (d) shall be multiplied by the greater of: (A) 1; or (B) a fraction, the numerator of which is Final Average Earnings (as defined under the Aon Pension Plan) at date of termination of employment or December 31, 2006, whichever is earlier, and the denominator of which is Final Average Earnings (as defined under the Aon Pension Plan) at December 31, 1997.
 
(e)                                 the accrued retirement income of a Participant as of December 31, 2001, under the terms of the International Risk Management (Americas) Inc. Retirement Plan (the “IRMG Plan”).
 
(i)                              in the case of a Participant who is employed by an Employer on December 31, 2001, and is accruing a benefit under the IRMG Plan on that date, the amount described in (e) shall be multiplied by the greater of: (A) 1; or (B) a fraction, the numerator of which is Final Average Earnings (as defined
 
3

 
under the Aon Pension Plan) at date of termination of employment or December 31, 2006, whichever is earlier, and the denominator of which is the Final Average Earnings (as defined under the Aon Pension Plan) at December 31, 2001.
 
(B)           Benefit Accrual For Years of Service Completed After December 31, 2006.
 
A Participant’s accrued benefit under this Section 4.01(B) shall be the aggregate amount equal to the sum for all Years of Service completed after December 31, 2006, of the amounts determined under (a) and (b) below with respect to each Year of Service completed after December 31, 2006:
 
(a)                                 1.15% of the Participant’s Annual Earnings for each Year of Service completed after December 31, 2006; plus
 
(b)                                0.45% of the Participant’s Annual Earnings for each such Year of Service in excess of Covered Compensation (as defined in Section 2.19); provided however, that no such excess shall be recognized for any Year of Service following the year in which the total number of the Participant’s Years of Service completed after December 31, 2006, plus the total number (if any) of his or her Years of Service completed as of December 31, 2006 equals 35.
 
For purposes of clause (b) above, in any year, if termination of employment occurs before the fifteenth of a month, Covered Compensation shall be multiplied by a fraction, the numerator of which is the number of full calendar months of service completed by the Participant in the year of termination of employment and the denominator of which is 12. If termination of employment occurs on or after the fifteenth of a month, Covered Compensation shall be multiplied by a fraction, the numerator of which is the number of full calendar months of service completed by the Participant in the year of termination of employment plus one and the denominator of which is 12.
 
(C)                               Special Provision for Participants Who Have Attained Their Normal Retirement Date as of December 31, 2006.
 
In the event that a Participant attains his Normal Retirement Date on or before December 31, 2006, his Normal Retirement Benefit under the Plan shall not be less than that determined under the provisions of the Plan as in effect immediately preceding December 31, 2006.
 
8.             Section 5.03. New subsections (h) and (i) of Section 5.03 shall be added, effective as of January 1, 2006, to read as follows:
 
(h)                                  The Accrued Retirement Income of Participants whose employment with the Company or any of its subsidiaries shall terminate pursuant to Section 7.1 of the Renewal Rights and Asset Purchase Agreement between Muirfield Underwriters, Ltd., a
 
4

 
Delaware corporation, and AmTrust North America, Inc., a Delaware corporation, dated as of May 9, 2006, shall be 100% vested as of the date of such termination of employment.
 
(i)            The Accrued Retirement Income of Participants whose employment with the Company or any of its subsidiaries shall terminate pursuant to Section 8.2 of the Purchase Agreement Between Aon Corporation, a Delaware corporation, and Warrior Acquisition Corp., a Delaware corporation, dated as of June 30, 2006, shall be 100% vested as of the date of such termination of employment.
 
9.             Section 5.04 . By substituting for the reference to “Section 4.01(c)” in clause (d) of the first sentence of Section 5.04 a new reference to “Section 4.01,” effective as of December 31, 2006.
 
10.           Section 7.09 . By substituting for the first sentence of Section 7.09 a new sentence, effective as of January 1, 2006, to read as follows:
 
In the event the actuarial equivalent of any monthly benefit pursuant to any of the provisions of this Plan expressed as a single sum is $5,000 or less, the Committee shall direct the Trustee, following termination of the Participant’s employment and as soon as administratively feasible thereafter, to pay to the person entitled to such monthly benefit, in a single sum, the amount of such actuarial equivalent.
 
11.           Section 18.01. A new sentence shall be added at the end of Section 18.01, effective December 31, 2006, to read as follows:
 
References in this Section 18 to Section 4.01 of the Plan or to any subsection of Section 4.01 of the Plan shall mean and refer to such Section, and subsections thereof, as in effect immediately prior to January 1, 1998, except as otherwise clearly indicated from the text.
 
12.           Section 18.11. By substituting for the reference to “Section 4.01(e)” in subsection (f) of Section 18.11 a new reference to “clause (e) of the second sentence of Section 4.01(A),” effective as of December 31, 2006.
 
5

 
IN WITNESS WHEREOF, Aon Corporation has adopted this Ninth Amendment to the 2002 Restatement of the Aon Pension Plan, effective as set forth above.

 	Aon Corporation	

 	By:	 	
 	Jeremy G.O. Farmer	
 	Senior Vice President, Head of Human	
 	Resources	
 	 	
 	By:	 	
 	David P. Bolger	
 	Executive Vice President, Chief Financial	
 	Officer and Chief Administrative Officer	
 
6

 
Tenth Amendment to Aon Pension Plan
As Amended and Restated Effective January 1, 2002
 
WHEREAS, the Aon Pension Plan (the “Plan”) is currently set out in the 2002 Restatement of the Aon Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).
 
WHEREAS, Aon Corporation desires to amend the Plan pursuant to the authority to do so under Section 9.01 of the Plan.
 
NOW, THEREFORE, the Plan, as set out in the Restatement and as amended from time to time, is further amended as follows, effective as of January 1, 2006, unless otherwise specified below:
 
Section 2.31 . A new subsection (i) of Section 2.31 shall be added to read as follows:
 
(i)                                     Participants whose employment with the Company or any of its subsidiaries shall terminate pursuant to Section 7.1 of the Renewal Rights and Asset Purchase Agreement between Muirfield Underwriters, Ltd., a Delaware corporation, and AmTrust North America, Inc., a Delaware corporation, dated as of May 9, 2006, shall be credited with a Year of Service for the period commencing January 1, 2006 and ending on the date of such termination of employment.
 
Section 5.03 . New subsections (h) and (i) of Section 5.03 shall be added to read as follows:
 
(h)                                 The Accrued Retirement Income of Participants whose employment with the Company or any of its subsidiaries shall terminate pursuant to Section 7.1 of the Renewal Rights and Asset Purchase Agreement between Muirfield Underwriters, Ltd., a Delaware corporation, and AmTrust North America, Inc., a Delaware corporation, dated as of May 9, 2006, shall be 100% vested as of the date of such termination of employment.
 
(i)                                     The Accrued Retirement Income of Participants whose employment with the Company or any of its subsidiaries shall terminate pursuant to Section 8.2 of the Purchase Agreement Between Aon Corporation, a Delaware corporation, and Warrior Acquisition Corp., a Delaware corporation, dated as of June 30, 2006, shall be 100% vested as of the date of such termination of employment.
 
1

 
IN WITNESS WHEREOF, Aon Corporation has adopted this Tenth Amendment to the 2002 Restatement of the Aon Pension Plan, effective as set forth above.
 
2

 
IN WITNESS WHEREOF, Aon Corporation has adopted the 2002 Restatement of the Aon Pension Plan.

 	AON CORPORATION	
 	 	
 	By:	/s/ John Reschke	
 	John Reschke	
 	Vice President	
 	 	
November 16, 2001	 	

 

Exhibit 10.43

DEFERRED COMPENSATION AGREEMENT	
 	
BETWEEN	
 	
COMBINED INSURANCE COMPANY OF AMERICA	
 	
AND	
 	
RICHARD M. RAVIN	
 
This Deferred Compensation Agreement (Agreement) entered into this 31st day of December, 1980 by and between Combined Insurance Company of America, an Illinois insurance corporation located at 5050 BROADWAY, CHICAGO, ILLINOIS (Combined), and Richard M. Ravin, who is employed by Combined as Vice-President Divisional Manager, New Diamond Division of Combined, residing at 3136 Hemlock Lane, Northbrook, Illinois  60062 (Employee),
 
WITNESSETH:
 
WHEREAS, the Employee desires to defer any bonus(es) he may become eligible for during the year 1981 (other than Combined’s Christmas bonus), and
 
WHEREAS, Combined is agreeable to such deferral.
 
NOW THEREFORE, in consideration of the Employee’s future services for Combined and other good and valuable consideration, Combined and the Employee do hereby agree as follows:
 
1.     Amount Deferred.   Subject to the limitation herinafter set forth in this paragraph, the Employee hereby agrees to defer receiving from Combined any bonus(es) (other than Combined’s usual Christmas bonus) in the amount of $2,000 or more which may become payable to the Employee during the period from the date of this agreement to December 31, 1981.  The amount deferred hereunder shall not exceed 20% of the Employee’s aggregate compensation paid to him during the year ending on December 31, 1981 or $25,000, whichever limitation is reached first. In the event that the Employee becomes entitled to receive a bonus(es) in excess of such limitation, Combined shall release for payment to the Employee the excess portion of such bonus(es). The amount deferred under this Agreement, together with interest credited in accordance with paragraph 2 of this Agreement, is hereinafter referred to as the “proceeds.”
 
2.               Interest.
 
a.           During the Accumulation Period.         As of December 31, 1981, interest shall be credited with respect to the amount deferred under this Agreement for the number of full calendar months remaining in the Accumulation Period after the date(s) on which the bonus(es) becomes payable at the higher of an annual rate of 6% or an annual rate determined by averaging the prime interest rate in effect at the First National Bank of Chicago on the last day of each calendar month of the Accumulation Period.
 
b.          After the Accumulation Period.            Commencing of January 1, 1982, the proceeds of this Agreement shall bear interst compounded semiannually at the higher of an annual rate of 6% or an annual rate determined as of July 1 and January 1 of each year by averaging, respectively, the prime interest rate in effect at the First National Bank of Chicago on the last day of each of the six months immediately prior thereto.

 
3.               Payment of Proceeds. The proceeds payable to the Employee personally shall be paid in a lump sum.
 
The date of payment of the proceeds shall be the first to occur of the following:
 
a.     January 1, 1987; (or upon termination of employment with Combined if later;) or
 
b.    30 days following the death of the Employee.
 
Notwithstanding anything herein contained to the contrary, the Executive Committee of the Board of Directors of Combined shall have the right in its sole discretion to alter the manner of payment or accelerate the date of payment.
 
4.               Beneficiary. The proceeds of this Agreement payable on the death of the Employee or unpaid at the death of the Employee shall be paid in a lump sum to the beneficiary designated in writing by the Employee, provided such designation has been filed with Combined prior to the death of the Employee.  If no beneficiary is so designated, payment will be made to the employee’s estate. The Employee may change the designated beneficiary of this Agreement by filing with Combined notice of such change.
 
5.               Miscellaneous.
 
a         Nothing contained in this Agreement shall be construed as conferring upon the Employee the right to continue in the employ of Combined as an executive or in any other capacity.
 
b.     The proceeds of this Agreement are to be paid from general corporate funds.
 
c.      right to receive payment hereunder is personal, nonassignable and nontransferrable.
 
d.     This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois.
 
IN WITNESS WHEREOF, the parties on the date first above written have executed this Agreement.
 
COMBINED INSURANCE COMPANY OF AMERICA

ATTEST:	 	
 	 	
 	By	/s/ ILLEGIBLE	

 	 	/s/ ILLEGIBLE	 	 	 	
 	Assistant Secretary	 	

 	 	/s/ Richard M. Ravin	
 	 	Richard M. Ravin	 	

 

Exhibit 10.44

DEFERRED COMPENSATION AGREEMENT	
 	
BETWEEN	
 	
COMBINED INSURANCE COMPANY OF AMERICA	
 	
AND	
 	
RICHARD M. RAVIN	
 
This Deferred Compensation Agreement (Agreement) entered into this 29th day of December, 1981 by and between Combined Insurance Company of America, an Illinois insurance corporation located at 707 Skokie Blvd., Northbrook, Illinois (Combined), and Richard M. Ravin , who is employed by Combined as Vice-President Divisional Manager, New Diamond Division of Combined, residing at 3136 Hemlock Lane, Northbrook, Illinois  60062 (Employee),
 
WITNESSETH:
 
WHEREAS, the Employee desires to defer any bonus(es) he may become eligible for during the year 1982 (other than Combined’s Christmas bonus), and
 
WHEREAS, Combined is agreeable to such deferral.
 
NOW THEREFORE, in consideration of the Employee’s future services for Combined and other good and valuable consideration, Combined and the Employee do hereby agree as follows;
 
1.    Amount Deferred. Subject to the limitation hereinafter set forth in this paragraph, the Employee hereby agrees to defer receiving from Combined any bonus(es) (other than Combined’s usual Christmas bonus) in the amount of $2,000 or more which may become payable to the Employee during the period from the date of this agreement to December 31, 1982 (Accumulation Period).  The amount deferred hereunder shall not exceed 20% of the Employee’s aggregate compensation paid to him on December 31, 1982 or $30,000, whichever limitation is reached first. In the event that the Employee becomes entitled to receive a bonus(es) in excess of such limitation, Combined shall release for payment to the Employee the excess portion of such bonus(es). The amount deferred under this Agreement, is hereinafter referred to as the “ proceeds ”.
 
2.    Interest.
 
a.    During the Accumulation Period.    As of December 31, 1982, interest shall be credited with respect to the amount deferred under this Agreement for the number of full calendar months remaining in the Accumulation Period after the date(s) on which the bonus(es) become payable at the annual rate as determined by averaging the one year Treasury bill yield as published monthly by the Federal Reserve Bank of St. Louis such months comprising the Accumulation Period.
 
b.   After the Accumulation Period.    Commencing on January 1, 1983, the proceeds of this Agreement shall bear interest compounded semi-annually at an annual rate determined as of July 1st and January 1st of each year by averaging the one year Treasury bill yield as published monthly by the Federal Reserve Bank of St. Louis for the last 6 months immediately prior thereto.

 
3.     Payment of Proceeds.   The proceeds payable to the Employee personally shall be paid in a lump sum.
 
The date of payment of the proceeds shall be the first to occur of the following:
 
a.    January 1, 1986; (or upon termination of employment with Combined if later;) or
 
b.     30 days following the death of the Employee.
 
Notwithstanding anything herein contained to the contrary, the Executive Committee of the Board of Directors of Combined shall have the right in its sole discretion to alter the manner of payment or accelerate the date of payment.
 
4.   Beneficiary. The proceeds of this Agreement payable on the death of the Employee or unpaid at the death of the Employee shall be paid in a lump sum to the beneficiary designated in writing by the Employee, provided such designation has been filed with Combined prior to the death of the Employee.  If no beneficiary is so designated, payment will be made to the employee’s estate. The Employee may change the designated beneficiary of this Agreement by filing with Combined notice of such change.
 
5.    Miscellaneous.
 
a.                     Nothing contained in this Agreement shall be construed as conferring upon the Employee the right to continue in the employ of Combined as an executiveor in any other capacity.
 
b.                    The proceeds of this Agreement are to be paid from general corporate funds.
 
c.                     The right to receive payment hereunder is personal, nonassignable andnontrans ferrable.
 
d.                    This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois.
 
IN WITNESS WHEREOF, the parties on the date first above written have executed this Agreement.
 
COMBINED INSURANCE COMPANY OF AMERICA

ATTEST:	 	
 	 	
 	By	/s/ ILLEGIBLE	

 	/s/Betsy Morgan	 	 	
 	Assistant Secretary	 	

 	By	/s/ Richard M. Ravin	
 	 	Richard M. Ravin	

Exhibit 10.45
 
DEFERRED COMPENSATION AGREEMENT
 
BETWEEN
 
COMBINED INSURANCE COMPANY OF AMERICA
 
AND
 
RICHARD M. RAVIN
 
This Deferred Compensation Agreement (Agreement) entered into this 8th day of Jan 1983 by and between Combined Insurance Company of America, an Illinois insurance corporation located at 707 Skokie Blvd., Northbrook, Illinois (Combined) and Richard M. Ravin, who is employed by Combined as Vice-President Divisional Manager, New Diamond Division of  Combined, residing at 3136 Hemlock Lane, Northbrook, Illinois 60062 (Employee),
 
WITNESSETH:
 
WHEREAS, the Employee desires to defer any bonus(es) and SIP renewals he may become eligible for during the year 1983 (other than Combined’s Christmas bonus and the first $10,000 of contractual bonus(es)), and
 
WHEREAS, Combined is agreeable to such deferral.
 
NOW THEREFORE, in consideration of the Employee’s future services for Combined and other good and valuable consideration, Combined and the Employee do hereby agree as follows:
 
1.                                Amount Deferred.   Subject to the limitation hereinafter set forth in this paragraph, the Employee hereby agrees to defer receiving from Combined any bonus(es) (other than the first $10,000 of contractual bonus(es) and Combined’s usual Christmas bonus) and any SIP renewals, which may become payable to the Employee during the period from January 1, 1983 to December 31, 1983, (Accumulation Period), if the amount of such bonus(es) and SIP renewals exceeds $2,000.  The amount deferred hereunder shall not exceed 20% of the Employee’s aggregate compensation paid to him on December 31, 1983.  In the event that the Employee becomes entitled to receive a bonus(es) and SIP renewals in excess of such limitation, Combined shall release for payment to the Employee the excess portion of such bonus(es) and SIP renewals. The amount deferred under this Agreement is hereinafter referred to as the “proceeds”.
 
2.                                Interest.
 
a.                   During the Accumulation Period.    As of December 31, 1983, interest shall be credited with respect to the amount deferred under this Agreement for the number of full calendar months remaining in the Accumulation Period after the date(s) on which the bonus(es) and SIP renewals become payable at an annual rate as determined by averaging the one year Treasury bill yield as published by the Federal Reserve Bank of St. Louis on a bank discount basis through the secondary market for such months comprising the Accumulation Period.
 
b.                  After the Accumulation Period.    Commencing on January 1, 1984, the proceeds of this Agreement shall bear interest compounded semi-annually at an annual rate determined as of July 1st and January 1st of each year by averaging the one year Treasury bill yield as published monthly by the Federal Reserve Bank of St. Louis on a bank discount basis through the secondary market for the last 6 months immediately prior thereto.

 
3.                               Payment of Proceeds.   The proceeds payable to the Employee personally shall be paid in a lump sum.
 
The date of payment of the proceeds shall be the first to occur of the following:
 
a.                                January 1, l988; (or upon termination of employment with Combined if later;) or
 
b.                                30 days following the death of the Employee.
 
Notwithstanding anything herein contained to the contrary, the Executive Committee of the Board of Directors of Combined shall have the right in its sole discretion to alter the manner of payment or accelerate the date of payment.
 
4.                                Beneficiary The proceeds of this Agreement payable on the death of the Employee or unpaid at the death of the Employee shall be paid in a lump sum to the beneficiary designated in writing by the Employee.  If no beneficiary is so designated, payment will be made to the employee’s estate. The Employee may change the designated beneficiary of this Agreement by filing with Combined notice of such change.
 
5.         Miscellaneous.
 
a.                       Nothing contained in this Agreement shall be construed as conferring upon the Employee the right to continue in the employ of Combined as an executive or in any other capacity.
 
b.                      The proceeds of this Agreement are to be paid from general corporate funds.
 
c.                       The right to receive payment hereunder is personal, nonassignable and nontransferrable.
 
d.                      This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois.
 
IN WITNESS WHEREOF, the parties on the date first above written have executed this Agreement.
 
COMBINED INSURANCE COMPANY OF AMERICA

ATTEST:	 	
 	 	
 	By	/s/ ILLEGIBLE	

 	By	/s/ Richard M. Ravin	
 	 	Richard M. Ravin	

 

Exhibit 10.46	

 	
Gregory C. Case	
President and Chief Executive Officer	
 
November 10, 2005
 
Richard M. Ravin
President and Chief Executive Officer
Combined Insurance Company of America
1000 Milwaukee Avenue
Northbrook, Illinois 60025
 
Dear Richard:
 
I am delighted that you have agreed to stay on as Chairman, President and CEO of Combined through March 31, 2009. As discussed, you will continue to be responsible for all operations of Combined with any substantial changes being discussed between us.
 
Further, I look forward to your playing a significant leadership role in Aon Corporation, and we will value greatly your advise, counsel and contributions. We have also agreed that a critical objective during this period is to develop and implement a succession plan that will sustain Combined in the future.
 
Your employment agreement sets out the provisions of your position with Combined. In addition, I have summarized below certain details with respect to your annual bonus opportunity for 2006 through 2008 and your 2009 Performance Award.
 
Annual Bonus for 2006-08
 
With respect to your annual bonus opportunity described in Section 3(b) of your employment agreement, the “Company Portion” of your annual bonus for each of 2006, 2007 and 2008 shall be based on Combined’s attainment of GAAP pre-tax profit growth of 3% to 5% and revenue growth of 2% to 3%, on an annual compounded basis from the 2005 plan (excluding the $12,000,000 extraordinary profit items in the 2005 actual return in all calculations). The actual bonus amount to be paid will depend on the level of Combined’s attainment of these profit and revenue growth criteria, which will be set out in a chart that I will develop and provide to you, subject to overall funding of the executive bonus pool.

Aon Corporation
200 East Randolph Street * Chicago, Illinois 60601
tel: 312.381.3070 fax: 312.381.7700 e-mail: Greg_Case@aon.com
www.aon.com

 
2009 Performance Award
 
This  will confirm the agreement between you and Aon, made contemporaneously with (but not prior to) your employment agreement with Combined concerning your eligibility for a performance-based award in 2009 of shares of Aon common stock (“Performance Award”) under the Aon Stock Incentive Plan.
 
If approved by the Organization and Compensation Committee at its regular meeting at which such matters are considered in March 2009, you will receive a Performance Award of fully vested shares of Aon common stock. The Performance Award shall be determined based on Combined’s achievement of specific revenue (“Revenue”) and GAAP pre-tax profit (“Profit”) targets measured as of December 31, 2008 (the $12 million extraordinary profit item in the 2005 actual return will be excluded in all calculations), with 20% of the total Award based on achievement of Revenue and Profit targets for 2008 (“2008 Segment”), 30% of the total Award based on achievement of cumulative Revenue and Profit targets for 2007 and 2008 (“2007-08 Segment”), and 50% of the total Award based on achievement of cumulative Revenue and Profit targets for 2006-2008 (“2006-08 Segment”). The attached Summary Performance Chart sets forth the five Performance Levels with corresponding Revenue and Profit targets for each of the 2008 Segment, the 2007-08 Segment and the 2006-08 Segment.
 
Revenue and Profit results for the above calculations will include all of Combined’s Revenue and Profit and will be adjusted for any increase or decrease in the Corporate Dividend from its current level of $100 million. Revenue and Profit results will be adjusted based on currency rates used in the 2005 plan. No adjustment to Revenue and Profit results will be made to remove any allocation to Combined of the accounting expense related to your Performance Award.
 
For each of the 2008, 2007-08 and 2006-08 Segments, Combined must achieve both the Revenue and Profit targets for the particular Performance Level in order for you to receive the Award associated with that Performance Level. For example, Combined’s attainment of $3791 Revenue and $426 Profit for the 2007-08 Segment would yield an Award at the second Performance level equal to $600,000 (30% of $2,000,000). By way of an additional example, $1900 Revenue and $217 Profit for the 2008 Segment, $3745 Revenue and $437 Profit for the 2007-08 Segment, and $5591 Revenue and $652 Profit for the 2006-08 Segment would produce a total Performance Award for the three Segments equal to the sum of $400,000 (20% of $2,000,000), $750,000 (30% of $2,500,000) and $1,500,000 (50% of $3,000,000), or $2,650,000 in the aggregate.
 
2

 
The actual number of shares of Aon common stock to be granted to you shall be determined by taking the total value of your Performance Award, as determined above, and dividing it by the average of the high and low selling prices of Aon common stock on the New York Stock Exchange as of the award date (or, if the New York Stock Exchange was not open for trading or the stock was not traded on that day, the next preceding day that the New York Stock Exchange was open for trading and the stock was traded) as reported by the Wall Street Journal. Any fractional share will be paid to you in cash.
 
Richard, I am delighted that you will continue to lead and grow Combined as we develop its next chapter. You are building a terrific legacy. In my view, you will end your professional career as the lever that has had the greatest impact of anyone in shaping and building Combined’s future. You have my complete support.
 
If you have any questions concerning the above, please call me.

 	Sincerely,	
 	 	
 	/s/ Gregory C. Case	
 	Gregory C. Case	
 
GCC/
Attachment
 
3

 
Summary Performance Chart
Conversion of Richard Ravin’s Performance Agreement
Into Leadership Performance Program Style of Payout

 	 	$ Value	 	2006-2008	 	2007 - 2008	 	 	 	
Performance	 	of	 	Cumulative	 	Cumulative	 	2008	 	
Level	 	Award	 	Revenue	 	Profit	 	Revenue	 	Profit	 	Revenue	 	Profit	 	
1	 	$	1,500,000	 	$	5,536	 	$	615	 	$	3,745	 	$	416	 	$	1,900	 	$	211	 	
2	 	$	2,000,000	 	$	5,536	 	$	627	 	$	3,745	 	$	426	 	$	1,900	 	$	217	 	
3	 	$	2,500,000	 	$	5,536	 	$	640	 	$	3,745	 	$	437	 	$	1,900	 	$	224	 	
4	 	$	3,000,000	 	$	5,591	 	$	652	 	$	3,791	 	$	447	 	$	1,928	 	$	230	 	
5	 	$	3,500,000	 	$	5,645	 	$	665	 	$	3,837	 	$	458	 	$	1,956	 	$	237	 	
 
In each of the performance segments both performance targets must be met to quality for the tier incentive. For example, cumulative revenue in the 2007-2008 period of $3791 and profit of $426 would mean that 30% of the award would be assessed at the Tier 2 level this would yield a segment of the award (30%) at $600,000.
 
Revenue

% Increase	 	2006	 	2007	 	2008	 	
3.0%	 	$	1,791	 	$	1,845	 	$	1,900	 	
3.5%	 	$	1,800	 	$	1,863	 	$	1,928	 	
4.0%	 	$	1,808	 	$	1,881	 	$	1,956	 	
 
Profit

% increase	 	2006	 	2007	 	2008	 	
3%	 	$	199	 	$	205	 	$	211	 	
4%	 	$	201	 	$	209	 	$	217	 	
5%	 	$	203	 	$	213	 	$	224	 	
6%	 	$	205	 	$	217	 	$	230	 	
7%	 	$	207	 	$	221	 	$	237	 	

Exhibit 10.47
 
TRANSITION AGREEMENT
 
This Transition Agreement (the “ Agreement ”) is made by and between AON CORPORATION, a Delaware corporation (“ Aon ” or the “ Company ”), COMBINED INSURANCE COMPANY OF AMERICA, an Illinois insurance corporation (“ Combined ”), and RICHARD M. RAVIN ( Mr. Ravin or the “ Executive ”). The effective date of this Agreement is December 13, 2007 (the “ Effective Date ”).
 
WHEREAS , Mr. Ravin is currently employed as Chairman of Combined and the terms of his employment are described in an Employment Agreement dated as of August 1, 2005, two side letters dated November 10, 2005, and a letter agreement between Mr. Ravin and Gregory C. Case, the Company’s Chief Executive Officer (“ CEO ”), dated January 31, 2007 (collectively, the “ Employment Agreement” ); and
 
WHEREAS , the Company has announced that it is considering strategic options for Combined and its subsidiaries; and
 
WHEREAS , the parties agree that Mr. Ravin’s employment with Combined will terminate and that he will subsequently be employed by the Company, on terms and conditions described in this Transition Agreement;
 
NOW, THEREFORE , in consideration of the mutual promises and agreements set forth herein, and other good and valuable consideration, the parties hereby agree as follows:
 
1.                                        Termination of Employment with Combined . As of the Effective Date, the Executive’s employment with Combined shall terminate and he shall resign his positions as a director and/or officer of Combined and all of its subsidiaries. The termination of the Executive’s employment with Combined (and his resignation as a director and/or officer of Combined or its subsidiaries) shall not constitute a termination within the meaning of any part of Section 4 or any other Section of the Employment Agreement.
 
2.                    Employment with the Company . The Executive’s employment with the Company shall begin on the Effective Date and, unless earlier terminated pursuant to Section 9 of the Agreement, shall end on the later of (a) March 31, 2009 or (b) the day immediately following the date on which the Organization and Compensation Committee (the “ Committee ”) of the Company’s Board of Directors meets in 2009 and awards bonus or incentive compensation (the “ Employment Period ”).
 
3.                    Role and Responsibilities .
 
(A)        During the Employment Period the Executive shall serve as Special Advisor to the CEO. As Special Advisor, the Executive shall have senior-level duties and responsibilities as the CEO assigns to him from time to time, which may include sharing his expertise with Company management upon request, and providing general support to the CEO in his management efforts upon request. The Company anticipates that such duties will draw on the Executive’s expertise in the insurance and underwriting industry and his well- established professional relationships with colleagues at Combined and elsewhere. Although

 
the Executive’s duties will be greatly diminished as a Special Advisor, the Executive shall be a benefits-eligible common law employee of Aon.
 
(B)           The Executive and Combined agree to execute all documents and take all other actions as may be necessary to effectuate the termination of the Executive’s director and officer responsibilities.
 
(C)           On and after the Effective Date, the Executive may engage in outside activities, including membership on boards of for-profit entities and not-for-profit entities, and trade associations, and employment or consulting with for-profit and not-for-profit entities; provided, however, that such activities (i) may not significantly interfere with the Executive’s performance of his duties hereunder, (ii) may not violate the terms of Section 10 (Noncompetition; Nonsolicitation) and Section 12 (Confidentiality) of this Agreement, (iii) may not include employment or consulting with any entity that is interested in, or is exploring strategic options relating to, the acquisition of Combined, either alone or in combination with other entities; and (iv) with the exception of outside activities in which Executive is engaged as of the Effective date, are pre-approved in writing by the CEO and the Company’s General Counsel as not being in violation of this Section 3(c), which approval shall not be unreasonably withheld.
 
4.                    Salary . During the Employment Period, the Executive will receive a base salary that is equal to or greater but in no event less than the amount of his base salary as an employee of Combined as of the day prior to the Effective Date, which is $800,000.
 
5.                    Benefits . During the Employment Period, the Executive will remain eligible for all benefits under all welfare benefit plans offered to executives of the Company during such period (including health, life and disability insurance) on the same terms as offered to executives of the Company generally, with COBRA continuation thereafter as applicable. The Executive will remain eligible for benefits under the qualified and non-qualified retirement plans of the Company in which the Executive participates as of the Effective Date on the same terms as offered to executives of the Company generally, and for benefits under all other qualified and non-qualified retirement plans of the Company. The Executive shall receive a pension from the Company or any successor thereto, upon his termination of employment for any or no reason, subject to the following:
 
(A)          the pension shall be paid monthly to the Executive for life commencing as of the first day of the calendar month following his termination of employment in an amount equal to one-twelfth (1/12) of .5% of the Executive’s final average pay multiplied by his aggregate number of years of service with the Company (or any affiliate or subsidiary thereof, including Combined) up to 20. The first monthly payment shall include an additional amount of $461,538.46, which amount is equal to the maximum amount that would be paid under the Aon Severance Plan (currently 30 weeks) regardless of whether the Executive otherwise qualifies for such amount;
 
(B)           the Executive’s final average pay is equal to the average of the Executive’s five highest consecutive calendar years of earnings (salary and bonus) out of his last 10 calendar years of earnings;
 
2

 
(C)           the pension shall be in addition to, and not in lieu of, the Executive’s rights to pension or other retirement benefits under any employee 401(k), pension or nonqualified deferred compensation plan or supplemental executive retirement plan that the Company maintains. The pension provided under this Section shall not in any way affect the Executive’s rights with respect to such other plans and benefits; and
 
(D)          Attached as Exhibit A to this Agreement is a spreadsheet provided by Aon which Aon represents is a good faith estimate of the amounts of the pension payments due to the Executive hereunder.
 
6.             Bonus Payments .
 
(A)          For the 2007 performance year, the Executive shall be paid a bonus of $1,350,000 and the bonus will be fully paid in cash and not subject to the Company’s Incentive Stock Program. The Company shall pay the bonus to the Executive on the first regularly- scheduled pay day in January 2008.
 
(B)           For the 2008 calendar year, the Executive shall be paid a bonus of $1,350,000, provided that the Company has not properly terminated the Executive’s employment for “Cause” (as such term is defined herein). However, if before December 31, 2008, (i) the Executive dies, (ii) the Company terminates his employment because of a physical or mental incapacity pursuant to Section 9(B) of the Agreement, or (iii) the Company terminates his employment without Cause pursuant to Section 9(D)  of this Agreement, then he shall be paid a pro rata portion of such bonus. If the Executive voluntarily terminates his employment before July 1, 2008, then he shall be paid a pro rata portion of his the bonus. If the Executive voluntarily terminates his employment on or after July 1, 2008, then he shall be paid $1,350,000 as his bonus for 2008. The bonus will be fully paid in cash and is not subject to the Company’s Incentive Stock Program. The Company will pay the bonus to the Executive on the first regularly-scheduled pay day in January 2009.
 
(C)           For the portion of the 2009 calendar year that ends on March 31, 2009, the Executive shall be paid a bonus of $400,000, provided that the Company has not properly terminated the Executive’s employment for “Cause” (as such term is defined herein) However, if before March 31, 2009, (i) the Executive dies, (ii) the Company terminates his employment because of a physical or mental incapacity pursuant to Section 9(B) of this Agreement, or (iii) the Company terminates his employment without Cause pursuant to Section 9(D) of this Agreement, then he shall be paid a pro rata portion of such bonus. The bonus will be fully paid in cash and is not subject to the Company’s Incentive Stock Program. The Company will pay the bonus to the Executive on the first regularly-scheduled pay day in April 2009.
 
7.             Outstanding Equity Awards .
 
The transition of the Executive’s employment from Combined to the Company as of the Effective Date shall occur without interruption to the vesting of the Executive’s outstanding equity-based awards, including without limitation the restricted stock units and the performance-based award granted to the Executive pursuant to the Employment Agreement and
 
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the Company’s Leadership Performance Program, and all such awards shall continue to be subject to the terms and conditions set forth in the original award documentation, subject to the following exceptions:
 
(A)          If Executive is employed by Company on March 31, 2009, the Executive shall fully vest in his award under the Company’s Leadership Performance Program for the performance period beginning January 1, 2007 through December 31, 2009, and Executive’s award shall equal the amount he would have received had he been employed by the Company on December 31, 2009.
 
(B)           On the earlier of (i) 30 days after the closing date for the sale (pursuant to one or more definitive purchase agreements), spin-off or other transfer of Combined and (ii) the first regularly scheduled pay day of January, 2009, the Company shall pay Executive $3,500,000 in cash (in lieu of Company stock) as Executive’s 2009 Performance Award (which Award is described in the November 10, 2005 letter from the Company to the Executive), unless the Company properly terminates Executive for Cause (as defined herein) on or after the Effective Date and before March 31, 2009.
 
8.             Expense Reimbursement .
 
(A)          During the Employment Period, the Company shall reimburse the Executive in accordance with the Company’s policies and procedures for all proper expenses he incurs (including but not limited to expenses for home offices, club memberships and automobile) in the performance of his duties hereunder. In addition, the Company will reimburse the Executive for reasonable legal fees and other expenses he incurs in connection with the negotiation and drafting of this Agreement.
 
(B)          The Executive agrees that as of the Effective Date he will be required to relocate his office from Glenview, Illinois in order to perform the duties and responsibilities set forth herein and that the Company will allow him to maintain offices at his personal residences in Illinois and/or Florida. The Company shall either reimburse the Executive for all proper expenses he incurs, or pay him directly for any such proper expenses, in order to establish and maintain such home offices, which he shall do within a reasonable time after the Effective Date of this Agreement.
 
(C)          The expenses eligible for reimbursement during any taxable year of the Executive shall not affect the expenses eligible for reimbursement in any other taxable year of the Executive.
 
(D)          Reimbursement of expenses shall be made promptly after the Executive incurs them but in any event no later than the last day of the taxable year of the Executive following the taxable year in which the Executive incurs such expenses.
 
9.             Termination .
 
(A)        Death . Upon the death of the Executive during the Employment Period, this Agreement shall automatically terminate and the Executive’s executor, administrator or
 
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designated beneficiary shall receive (i) the Leadership Performance Program award described in Section 7(A), (ii) $3,500,000, in cash, as Executive’s 2009 Performance Award (iii) a pro rata portion of the bonus that the Executive would have received for the year of his death under the terms of Section 6, (iv) the Executive’s base salary which shall have accrued to the date of such death, and (v) other accrued and unpaid employee benefits to which the Executive is entitled upon his termination of employment with the Company, including regular and supplemental retirement and disability benefits, in accordance with the terms of the plans and programs of the Company.
 
(B)          Disability . The Company may, at its option, terminate this Agreement upon written notice to the Executive if the Executive, because of physical or mental incapacity, fails to perform the essential functions of his position, with reasonable accommodation if relevant, required of him hereunder for a continuous period of 120 days or for any 180 days within any 12-month period. Upon such termination, the Executive or his legal representative shall receive (i) the Leadership Performance Program award described in Section 7(A), (ii) $3,500,000, in cash, as Executive’s 2009 Performance Award, (iii) a pro rata portion of the bonus that the Executive would have received for the year of his termination of employment under the terms of Section 6, (iv) the Executive’s base salary which shall have accrued to the date of termination, (v) other accrued and unpaid employee benefits to which the Executive is entitled upon his termination of employment with the Company, including regular and supplemental retirement and disability benefits, in accordance with the terms of the plans and programs of the Company. In the event of any dispute regarding the existence of the Executive’s incapacity hereunder, a physician specializing in the claimed area of incapacity upon whom the Executive and the Company agree shall resolve the matter. The Executive shall submit to appropriate medical examinations for purposes of such determination.
 
(C)          Cause .
 
(1)        The Company may at any time, at its option, terminate the Executive’s employment under this Agreement immediately for Cause (as hereinafter defined). The Committee shall make the decision in this regard. The Committee shall give the Executive at least twenty-one days advanced written notice of any meeting at which the Committee proposes to put forward for a vote a decision on whether or not to terminate the Executive for Cause. The written notice shall describe in reasonable detail the basis on which the Committee may conclude that Cause exists. The Executive shall have the opportunity to submit in writing to the Committee any information the Executive thinks necessary. If a majority of the Committee by an affirmative vote at a meeting of its members authorizes a termination for Cause, such determination shall be final and binding upon the Company and the Executive once such determination is reduced to writing and communicated to the Executive. However, the Committee’s authorization of a termination for Cause as defined in Section 9(C)(2) shall not be determinative unless the CEO of the Company and Patrick G. Ryan, the Company’s Executive Chairman, agree in writing to such determination. If Mr. Ryan is no longer serving in that capacity, a person mutually agreed upon between the Company and the Executive, along with the CEO, shall make such decision. In the event the Executive and the Company are unable to affirmatively agree, within 14 days, on the person identified
 
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in the foregoing sentence, the parties agree that the Company’s General Counsel will serve in that capacity. In the event the Company has incurred a change in control prior to the termination of the Executive’s employment, his employment may not be terminated pursuant to this Section 9(C) unless he has consented in writing to the identity of the person(s) authorized to make such termination decision. For purposes of this section, a “ change in control” means a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
 
(2)            As used in this Agreement, the term “Cause” shall mean any one or more of the following:
 
(a)             any material failure (other than by reason of physical or mental incapacity determined in accordance with Section 9(B)) of the Executive to perform his material duties under this Agreement to the satisfaction of at least a majority of the members of the Committee, including, without limitation, any refusal by the Executive to perform such duties or to perform such specific directives of the Committee that are consistent with the nature and scope of the Executive’s duties and responsibilities under this Agreement;
 
(b)                  any intentional act of embezzlement, fraud or theft by the Executive in connection with his duties hereunder or in the course of his employment hereunder or the Executive’s admission or conviction of, or plea of nolo contendere to, a felony or of any crime involving moral turpitude, fraud, embezzlement, theft or misrepresentation;
 
(c)                   any gross negligence, or intentional misconduct of the Executive in connection with the performance of his duties hereunder or during the course of his employment that results in a material monetary loss to the Company or damage to the reputation of the Company;
 
(d)                  any breach by the Executive of any one or more of the covenants contained in Section 10 or 12 hereof; or
 
(e)                   any material violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries in connection with his duties hereunder or during the course of his employment.
 
(3)           Notwithstanding any other provision of this Agreement, the definition of “Cause” is modified in accordance with the fourth paragraph of the November 10, 2007 letter agreement between Greg Case and Executive.
 
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(4)           The exercise of the right of the Company to terminate this Agreement pursuant to this Section 9(C) shall not abrogate the rights or remedies of the Company in respect of the breach giving rise to such termination.
 
(5)           If the Company properly terminates the Executive’s employment for Cause, as defined in Section 9(C)(2)(b), (c), (d)  or (e), he shall receive the following:
 
(a)            accrued base salary through the date of the termination of his employment; and
 
(b)           other accrued and unpaid employee benefits to which the Executive is entitled upon his termination of employment with the Company, including regular and supplemental retirement and disability benefits, in accordance with the terms of the plans and programs of the Company.
 
(6)           If the Company properly terminates the Executive’s employment for Cause, as defined in Section9(C)(2), he shall receive the following:
 
(a)           the payments specified by Section 9(C)(5)(b); and
 
(b)          the continuation of the base salary, at the rate in effect at the date of such termination of employment, for a period of one year from the date of such termination of employment.
 
(D) Termination Without Cause . The Company may terminate the Executive’s employment, with 30 days’ prior written notice, at any time for any reason other than a reason set forth in Section 9(A), (B) or (C). A decision to terminate the Executive’s employment without cause shall be made jointly and in writing by the CEO of the Company and Patrick G. Ryan, the Company’s Executive Chairman. If Mr. Ryan is no longer serving in that capacity, a person mutually agreed upon between the Company and the Executive shall make such determination. In the event the Executive and the Company are unable to affirmatively agree, within 14 days, on the person identified in the foregoing sentence, the parties agree that the Company’s General Counsel will serve in that capacity. In the event the Company has incurred a change in control prior to the termination of the Executive’s employment, his employment may not be terminated pursuant to this Section 9(D) unless he has consented in writing to the identity of the person(s) authorized to make such termination decision. For purposes of this section, a “change in control” means a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5). If the Executive’s employment is terminated pursuant to this Section 9(D), he shall receive the following:
 
(1)           the payments and benefits described in Sections 9(C)(5) (b); and
 
(2)           his base salary through March 31, 2009 at the rate in effect at the date of such termination of employment;
 
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(3)            a pro rata portion of the bonus that the Executive would have received for the year of his termination of employment under the terms of Section 6;
 
(4)            a pro rata portion of the Leadership Performance Award described in Section 7(A) calculated according to the rules set forth in the Leadership Performance Program document; and
 
(5)            the full value of the 2009 Performance Award described in Section 7(B).
 
(E) Voluntary Termination . The Executive may voluntarily terminate his employment with the Company prior to the end of the Employment Period for any reason. If the Executive voluntarily terminates his employment pursuant to this Section 9(E) he shall give the Company 30 days’ prior written notice and he shall receive the following:
 
(1)           the payments and benefits described in Sections 9(C)(5)(a) and (b) of this Agreement;
 
(2)           the pro rata, or full, bonus payment for the year of termination as set forth in Section 6 of this Agreement;
 
(3)           a pro rata settlement of the Leadership Performance Program award as described in Section 7(A), calculated according to the rules set forth in the Leadership Performance Program document; and
 
(4)           the full amount of the 2009 Performance Award described in Section 7(B), if his voluntary termination occurs after July 1, 2008. If Executive voluntarily terminates his employments prior July 1, 2008, he shall receive a pro rata portion of his 2009 Performance Award. The amount of a pro rata portion of the award shall be calculated by multiplying $3,500,000 by a fraction, the numerator of which is the number of days worked from January 1, 2006 through December 31, 2008 and the denominator of which is 1095.
 
10.       Noncompetition; Nonsolicitation .
 
(A)          General . The Executive acknowledges that in the course of his prior employment with Combined and in the course of his prospective employment with the Company, he has and will become familiar with trade secrets and other confidential information concerning the Company and its subsidiaries, including Combined, and that his services will be of special, unique and extraordinary value to the Company and its subsidiaries.
 
(B)          Noncompetition . The Executive agrees that during the period of his employment with the Company and for a period of two years thereafter (the “ Noncompetition Period ”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or
 
8

 
being engaged, in any business in which the Executive was involved or had knowledge, being conducted by, or contemplated by, the Company or any of its subsidiaries, as of the termination of the Executive’s employment in any geographic area in which the Company or any of its subsidiaries is then conducting such business.
 
(C)                 Nonsolicitation . The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly, induce or attempt to induce any agent or employee of the Company or any of its subsidiaries to terminate or abandon his or her employment for any purpose whatsoever.
 
(D)                 Exceptions . Nothing in this Section shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation, any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation.
 
(E)            Reformation . If at any time of enforcement of this Section, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. This Agreement shall not authorize a court to increase or broaden any of the restrictions in this Section.
 
11.            Confidentiality .
 
(A)                The Executive agrees that, at any time during or after the Employment Period, he will not make any public statements about Combined, the Company, or his employment or termination of employment with either entity, whether oral or written, or any other statements which he reasonably believes are likely to become public and which reasonably could be interpreted, under the circumstances, as disparaging, embarrassing, prejudicial or in any way detrimental to the Company’s interests.
 
(B)                 The Executive shall not, at any time during the Employment Period or thereafter, make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or of any of its subsidiaries, or (ii) other technical, business, proprietary or financial information of the Company or of any of its subsidiaries not available to the public generally or to the competitors of the Company or to the competitors of any of its subsidiaries, including Combined (“ Confidential Information ”), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of the Executive, (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that the Executive gives prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order, or (c) is necessary to perform properly the Executive’s duties under this Agreement. Promptly following the termination of the Employment Period, the Executive shall surrender to the Company all records, memoranda,
 
9

 
notes, plans, reports, computer tapes, software and other documents and data that constitute Confidential Information that he may then possess or have under his control (together with all copies thereof).
 
12.                 Enforcement . The parties agree that the Company and its subsidiaries would be damaged irreparably in the event that any provision of Sections 10 or 12 were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Executive agrees that he will submit himself to the personal jurisdiction of the courts of the State of Illinois in any action by the Company to enforce any provision of Sections 10 or 11.
 
13.                 Cooperation . The Executive agrees to cooperate with the Company during the Employment Period and thereafter by making himself reasonably available to testify on behalf of the Company in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and, if requested, to assist the Company in any such action, suit, or proceeding, including by providing information to and meeting and consulting with the Company’s Board of Directors or its representatives or counsel, or representatives or counsel to the Company, provided that the same does not materially interfere with Executive’s professional activities. The Company agrees to reimburse the Executive for all reasonable expenses he actually incurs in connection with his provision of testimony or assistance.
 
14.                 Release of Claims . The payments and benefits to the Executive pursant to this Agreement are contingent upon (A) the Executive executing and delivering to the Company, during the twenty-one (21)-day period immediately following the date the Company executes this Agreement and presents it to the Executive for his signature, a release of claims in the form attached to this Agreement as Exhibit B (the “ Executive Release ”), (B) the Executive not revoking the Release during the applicable seven (7)-day revocation period and (C) the Company executing and delivering to Executive a release of claim in the form attached to this Agreement as Exhibit C (the “ Company Release ”).
 
15.                 Assignability and Binding Nature . This Agreement is not assignable by any party except as permitted herein. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and permitted assigns. No rights or obligations of any party to this Agreement may be assigned, except that the Company’s rights or obligations may be assigned in connection with the sale or transfer of all or substantially all of its assets, provided that the assignee is the successor to all or substantially all of the assets of the Company and such assignee assumes the obligations of the Company as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall cause such assignee expressly to assume the obligations of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned other than Executive’s rights to benefits and compensation, which may be transferred but only by will or operation of law.
 
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16.               Notices . Any notices or other communications shall, in every case, be in writing and shall be deemed properly served if (A) delivered personally, (B) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (C) delivered to a nationally recognized overnight courier service or (D) sent by facsimile or other means of electronic transmission (with a copy sent by first-class mail) to the other party at the addresses set forth below:

If to the Company or Combined:	 	Aon Corporation	
 	 	200 E. Randolph Street	
 	 	Chicago, Illinois 60601	
 	 	Attention: General Counsel	
 	 	 	
If to the Executive:	 	At his address shown on the	
 	 	records of the Company.	
 	 	 	
With a copy to:	 	Schiff Hardin LLP	
 	 	6600 Sears Tower	
 	 	Chicago, Illinois 60606	
 	 	Attention: Barry S. Hyman	
 
or such other address as may hereafter be. specified by notice given pursuant to this Section. Date of service of any such notice shall be (A) the date such notice is personally delivered, (B) five (5) business days after the date of mailing if sent certified or registered mail, (C) one (1) business day after the date of delivery to the overnight courier service if sent by overnight courier, and (D) when sent, if sent by facsimile or other means of electronic transmission, between 9:00 A.M. and 5:00 P.M. Central time or the next business day thereafter if sent after 5:00 P.M. Central time.
 
17.               Survival .   Sections 10 through 14 shall continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Employment Period.
 
18.               Section  Headings .  Section headings contained in this Agreement are for convenience of reference only and shall not affect the meaning of any provision herein.
 
19.               Entire Agreement .  This Agreement sets forth the entire understanding of the parties and supersedes all previous and contemporaneous oral or written negotiations, commitments, understanding and agreements relating to the specific subject matter contained herein. Any failure of a party to demand complete adherence to one or more of this Agreement’s terms, on one or more occasions, shall neither be construed as a waiver nor deprive such party of the right at any time to insist upon strict compliance. The parties have entered into this Agreement in the belief that its provisions are enforceable. However, if any provision contained in this Agreement shall be held to be unenforceable, such unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such unenforceable provision had never been contained therein. This Agreement shall be construed according to its fair meaning, and not strictly for or against either of the parties hereto. Any modification of this Agreement must be in a written document that each of the parties must sign.

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20.         Governing Law .  This Agreement shall be governed by and construed and enforced in accordance with the internal laws of Illinois without regard to principles of conflict of laws. The parties hereto agree to the exclusive jurisdiction of the state and federal courts of located in Cook Country, Illinois for the purposes of any proceeding arising out the this Agreement.
 
21.               Withholding .    All payments the Company makes hereunder to the Executive shall be subject to withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable tax law or regulation.
 
22.               Counterparts .  This Agreement may be executed in two counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.
 
23.         Section 409A Compliance . It is intended that any amounts payable under this Agreement and the Employment Agreement and the Company’s and the Executive’s exercise of authority or discretion thereunder shall comply with the provisions of Internal Revenue Code Section 409A and the Internal Revenue Service regulations and guidance thereunder (“Section 409A”) so as not to subject the Executive to the payment of interest and tax penalty that may be imposed under Section 409A. Notwithstanding anything contained herein to the contrary, if, at the Executive’s separation from service, (A) the Executive is a specified employee as defined in Section 409A and (B) any of the payments or benefits provided hereunder constitute deferred compensation under Section 409A, then, and only to the extent Section 409A requires , the date of payment of such payments or benefits otherwise provided shall be delayed for a period of six (6) months following the separation from service and shall be paid on the first day of the seventh month following the date of the separation from service.
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first herein above written.

 	 	AON CORPORATION	
\s\Richard M. Ravin	 	 	\s\ Jeremy Farmer	 	
RICHARD M. RAVIN	 	[name] Jeremy Farmer	
 	 	[title] Senior Vice President	
 	 	 	
 	 	COMBINED INSURANCE OF	
 	 	AMERICA	
 	 	 	
 	 	\s\ Richard E. Barry	 	
 	 	[name] Richard E. Barry	
 	 	[title] Vice President	

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EXHIBIT A
 
Richard Ravin
 
Assuming a retirement date of April 1, 2009.

Aon Pension Plan	 	Monthly	 	Annual	 	
 	 	 	 	 	 	
Life Annuity	 	$	10,117.12	 	$	121,405.44	 	
Joint and 100% Survivor Annuity	 	$	8,475.11	 	$	101,701.32	 	
Joint and 75% Survivor Annuity	 	$	8,833.26	 	$	105,999.12	 	
Joint and 50% Survivor Annuity	 	$	9,223.78	 	$	110,685.36	 	
Five Year Certain and Life Annuity	 	$	9,87633	 	$	118,515.96	 	
Ten Year Certain and Life Annuity	 	$	9,344.17	 	$	112,130.04	 	
Fifteen Year Certain and Life Annuity	 	$	8,701.74	 	$	104,420.88	 	
 	 	 	 	 	 	 	 	
Aon Excess Benefit Plan	 	Monthly	 	Annual	 	
 	 	 	 	 	 	
Life Annuity	 	$	31,549.55	 	$	378,594.56	 	
Joint and 100% Survivor Annuity	 	$	26,429.06	 	$	317,148.72	 	
Joint and 75% Survivor Annuity	 	$	27,545.91	 	$	330,550.92	 	
Joint and 50% Survivor Annuity	 	$	28,763.72	 	$	345,164.64	 	
Five Year Certain and Life Annuity	 	$	30,798.67	 	$	369,584.04	 	
Ten Year Certain and Life Annuity	 	$	29,139.16	 	$	349,669.92	 	
Fifteen Year Certain and Life Annuity	 	$	27,135.76	 	$	325,629.12	 	
 	 	 	 	 	 	
5 Year Certain Only	 	$	71,534.18	 	$	858,410.12	 	
10 Year Certain Only	 	$	40,841.61	 	$	490,099.33	 	
 	 	 	 	 	 	
Contractual Pension per Sea. 3(f)	 	Monthly	 	Annual	 	
 	 	 	 	 	 	
Life Annuity	 	$	16.899.61	 	$	202,795.31	 	
Joint and 100% Survivor Annuity	 	$	14,156.80	 	$	169,881.60	 	
Joint and 75% Survivor Annuity	 	$	14,755.05	 	$	177,060.60	 	
Joint and 50% Survivor Annuity	 	$	15,407.37	 	$	184,888.44	 	
Five Year Certain and Life Annuity	 	$	16,497.40	 	$	197,968.80	 	
Ten Year Certain and Life Annuity	 	$	15,608,48	 	$	187,301.76	 	
Fifteen Year Certain and Life Annuity	 	$	4535.35	 	$	174,424.20	 	
 	 	 	 	 	 	
5 Year Certain Only	 	$	38,317.50	 	$	459,809.95	 	
10 Year Certain Only	 	$	11,876.93	 	$	262,523.17	 	
 	 	 	 	 	 	
Aon Severance Plan Amount	 	 	 	$	461,538.46	 	

 
EXHIBIT B
 
GENERAL RELEASE OF ALL CLAIMS
 
1.                  This document (the “Release” ) is attached to, is incorporated into, and forms a part of, the Transition Agreement, dated December 13, 2007 (the “Agreement” ) by and between Aon Corporation ( “Aon” ), Combined Insurance Company of America ( “Combined” ), and Richard M. Ravin (the “Executive” ). For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned the Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein unconditionally release, waive, and fully discharge Aon, its affiliates and subsidiaries including Combined (and including successors and assigns thereof) (collectively, the “Company” ), and all of their respective past, present and future employees, officers, directors, agents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state, or local court, agency, arbitrator or any other entity, based directly or indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Company prior to the Executive’s signing this General Release. Without limiting the generality of the foregoing terms, this General Release specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act, as amended (the “ADEA” ), Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866 and 1871, 41 U.S.C. §1981 (discrimination), 29 U.S.C. §206(d)(l) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Family Medical Leave Act, the Immigration Reform and Control Act, the Vietnam Era Veterans Readjustment Assistance Act, §§503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), any federal, state or local fair employment, human rights wage and hour laws and wage payment laws, and any and all other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law. This General Release shall not waive or release any rights or claims that the Executive may have which arises after the date of this General Release or any rights to indemnification under Section 16 of the Agreement.
 
2.                  The Executive intends this General Release to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered by Section 1 above. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this General Release, other than a claim
 
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challenging the validity of this General Release under the ADEA or respecting any matters not covered by this General Release.
 
3.                  The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this General Release. Nothing in this General Release shall limit the rights of any governmental agency or the Executive’s right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, which provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executing this General Release, which if known to him must have materially affected his settlement with the Company.
 
4.                  In further consideration of the promises made by the Company in this General Release, the Executive specifically waives and releases the Company from all claims the Executive may have as of the date of this General Release, whether known or unknown, arising under the ADEA. The Executive further agrees that:
 
(A)          the Executive’s waiver of rights under this General Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 ( “OWBPA” );
 
(B)           the Executive understands the terms of this General Release;
 
(C)           the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this General Release;
 
(D)          the Company is giving the Executive a period of twenty-one (21) days within which to consider this General Release;
 
(E)           following the Executive’s execution of this General Release, the Executive has seven (7) days in which to revoke this General Release by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and
 
(F)           this General Release shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this General Release shall then become effective and enforceable.
 
5.            This General Release does not waive rights or claims that may arise under the ADEA after the date the Executive signs this General Release. To the extent barred by the OWBPA, the covenant not to sue contained in Section 2 does not apply to claims under the ADEA that challenge the validity of this General Release. The Executive specifically acknowledges that, accept as specifically described above, it is his intention to release all claims known and unknown.
 
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6.           To revoke this General Release, the Executive must send a written statement of revocation to the Company to the address provided in Section 19 of the Agreement. The revocation must be received no later than 5:00 p.m. on the seventh (7th) day following The Executive’s execution of this General Release. If the Executive does not revoke, the eighth (8th) day following the Executive’s acceptance will be the “effective date” of this General Release.
 
7.           Effective upon the lapse of the seven (7) day revocation period and provided the Executive elects not to revoke this General Release, the Company and its affiliates hereby release the Executive, his heirs, successors, representatives and assigns from any an all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contigent, at law or in arbitrator or any other entity, based directly or indirectly in the Executive’s employment with and separation from the Company or based on any other alleged actor omission by or on behalf of the Executive prior to him signing this General Release other them original acts, fraud, or actions taken in bad faith against the interests of the Company.
 
8.           This General Release shall be governed by the Internal laws (and not the choice of laws) of the State of Minots.
 
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Date:	12/13/07	 	\s\Richard M. Ravin	 	
 	RICHARD M. RAVIN	
 	 	
Date:	 	 	AON CORPORATION	
 	 	
 	By:	 	 	
 	Name:	
 	Title:	
 	 	
Date:	 	 	COMBINED INSURANCE COMPANY	
 	OF AMERICA	
 	 	
 	By:	 	 	
 	Name:	
 	Title:	

 
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Exhibit C
 
GENERAL RELEASE OF ALL CLAIMS
 
This General Release of All Claims is entered into by and between Aon Corporation and Combined Insurance Company of America, on the one hand (collectively, the “Company”), and Richard Ravin, on the other hand (“Executive”), on this                day of 2007 (“Effective Date”).
 
This General Release of All Claims is hereby made a part of and incorporated into the Transition Agreement, dated December       , 2007, between the parties hereto.
 
For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned the Company, on its own behalf and on behalf itself and its past, present and future employees, officers, directors, agents, predecessors, administrators, representatives, affiliates and subsidiaries attorneys, and shareholders, and employee benefit plans, successors, and assigns, do herein unconditionally release, waive, and fully discharge Executive and his heirs, family, representatives, agents, attorneys, successors, assigns and advisors, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state, or local court, agency, arbitrator or any other entity, based directly or indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Executive prior to the Effective Date.
 
This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Illinois.
 
The persons signing this agreement warrant and represent that they are duly authorized representatives with the power and authority to execute this General Release of All Claims on behalf of the parties for whom they are signing.

Aon Corporation	
 	
By:	\s\Richard E. Barry	 	
Its:	Vice President	 	

Exhibit 10.48
THIS AGREEMENT is made 22 nd day of April 2005 BETWEEN :.
 
PARTIES:
 
AON LIMITED whose registered office is at 8 Devonshire Square, London, EC2M 4PL (“the Company”) and
 
Stephen P McGill of Green End Park, Dane End, Ware, Hertfordshire, SG12 ON U (“you”)
 
IT IS HEREBY AGREED AS FOLLOWS:
 
1.                                 You shall be employed by the Company in the capacity set out in paragraph 2 of the Schedule and shall perform such duties and exercise such powers as the Company may from time to time decide, in a competent and expeditious manner.
 
2.                                 You shall, when reasonably required by the Company, perform services not only for the Company but also for any other Group Company.
 
3.                                 You shall comply with the reasonable directions from time to time of the Board of Directors of any Group Company in whose service you may at any time be engaged (“the Board”).
 
4.                                 You shall, unless prevented by physical or mental incapacity, devote your whole time and attention to the business of the Company and the Group and shall use your best endeavours to promote their interests and financial success, giving to the Company at all times the full benefit of your knowledge, expertise and skill. You shall not knowingly do and shall exercise your best endeavours to prevent there being done, any act or thing which may in any way be prejudicial or detrimental to the Company.
 
5.                                 The parties agree to comply with the law in relation to working time as amended and set out in paragraph 17 of the Schedule.
 
6.1                           This Agreement shall commence on the date as set out in paragraph 3(i) of the Schedule and shall (subject to termination by notice as provided below or the provisions for termination as provided in clause 6.3 of this Agreement, or the provisions for summary termination as provided in clause 25 of this Agreement) continue for an initial fixed period of 3 years expiring on 31 st May 2008 (the “Fixed Term Period”) and thereafter shall continue until terminated by either party giving to the other not less than 12 months’ notice expiring on or at any time after 31 st May 2008 (the “Notice Period”).
 
Executive Contract: Stephen P McGill
 
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6.2                           The Company reserves the right to terminate your employment prior to the end of the Fixed Term Period, in which event (and unless such termination is under the provision as provided in clause 6.3 of this Agreement or under the provisions for summary termination at clause 25 of this Agreement) the Company will immediately pay you a sum equal to the aggregate of the salary, pension contribution and the grade allowance (but not the discretionary bonus) that would otherwise have been payable during the remainder of the Fixed Term Period (the “Fixed Term Early Payment Period”). In the event that the Company gives you Notice after 31 st May 2007 so that your employment ends after the Fixed Term Period, the Company reserves the right to apportion the payment to you for the Notice Period under this clause 6 for the Fixed Term Early Payment Period and under clause 7 for the remainder of the Notice Period.
 
6.3                           If, however, your employment is terminated by the Company at any time because you have failed to attain or maintain competence or because you have failed a “good repute” check as required by the Company for FSA Regulatory purposes, then the Company may terminate your employment prior to the end of the Fixed Term Period or the Notice Period by giving you 1 month’s written notice expiring at any time or statutory written notice if this is greater.
 
6.4                           This Agreement shall be in substitution for any subsisting service agreement or contract of employment (oral or otherwise) between you and the Company or between you and any other Group Company which shall be deemed to have been terminated by mutual consent with effect from the Effective Date.
 
7.                                 If your employment continues after the Fixed Term Period, the Company may (subject to clause 6.2 of this Agreement) in its sole discretion make a payment of basic salary in lieu of giving you notice throughout the Notice Period. In this event you will not be entitled to any discretionary or contractual bonus or to any salary increases for the period in which you would otherwise have worked. The payment in lieu of notice may at the Company’s option be made in one lump sum or in instalments no less frequent than such basic salary would otherwise have been paid. The Company will, subject to clauses 8 and 9 make provision for:
 
7.1                           the continuation of additional benefits as et out in paragraph 14 and 15 of the Schedule from the date of the termination for a period equivalent to the notice period referred to in clause 6;
 
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7.2          you will be granted retirement benefits which when aggregated with any Revaluation are equal to those to which you would have been entitled had you worked until the End Date (meaning expiry of the notice period referred to in clause 6 , or until your Normal Retirement Date as specified in paragraph 9 of the Schedule (if earlier), at a salary equivalent to your basic salary at the date of the termination. For this purpose, “Revaluation” means any revaluation or increase in your retirement benefits in respect of the period between the date of termination and the End Date assuming that price inflation is throughout that period at the same rate as it was over the 12 month period ending on the date of termination. No account will be taken of any benefits attributable to additional voluntary contributions. The benefits shall be provided at the Company’s discretion from either: -
 
7.2.1       the Exempt Approved Pension Scheme specified in paragraph 10 of the Schedule (subject to the consent of the trustees for the time being of the said scheme), or
 
7.2.2       any other Exempt Approved Scheme, or
 
7.2.3       a combination of 7.2.1 and 7.2.2.
 
8.            Clause 7.2 shall be subject to the consent of the Inland Revenue (if necessary) and to any limits from time to time imposed by the Inland Revenue upon Exempt Approved Schemes, and clause 7.2 shall operate only to the extent (if at all) as permitted by the Inland Revenue. The expression “Exempt Approved Scheme” shall have the meaning given to it by Section 592(1) of the Income and Corporation Taxes Act 1988.
 
9.            The provision of the additional benefits referred to in clause 7.1 will cease immediately should you commence new employment at any time prior to the expiry of the period referred to in clause 6.
 
10.          This Agreement will terminate automatically on the date as set out in paragraph 9 of the Schedule. You shall be entitled to participate in any bonus scheme as described in clause 13, on a pro-rata basis in your final year of service under this Agreement, should your Normal Retirement Date fall other than on the date on which the bonus is calculated.
 
11.          You shall be paid an annual salary of not less than that specified in paragraph 6 of the Schedule, and such salary will accrue from day to day and will be paid monthly in arrears.
 
12.          During the period of your employment the Company shall annually, on the date specified in paragraph 7 of the Schedule, review your salary and any subsequent salary change will have regard to your performance and other circumstances which the Company considers relevant.
 
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13.          At the Company’s sole discretion you shall be entitled to participate in such incentive or bonus scheme(s) which the Company may offer to you, subject to the terms and conditions of such scheme(s) from time to time.
 
14.          The Company shall be entitled to deduct from your salary and benefits, all sums owing from you to the Company or any Group Company.
 
15.          The Company or a Group Company, as appropriate, shall pay or reimburse you for all expenses properly and reasonably incurred by you in the performance of your duties, upon production of all relevant receipts and vouchers where available.
 
16.          You shall be entitled to:-
 
16.1        membership of the pension scheme referred to in paragraph 10 of the Schedule, or such scheme(s) as the Company may from time to time operate for its employees in accordance with your offer of membership, and the rules of the scheme(s) from time to time;
 
16.2        those benefits as may from time to time be in force details of which are set out in paragraph 14 of the Schedule subject always to the provisions of any rules governing the availability of such benefits;
 
16.3        other benefits from time to time in force including, but not limited to, those benefits as set out in paragraph 15 and 16 of the Schedule, subject always to the rules of each of the schemes therein referred to or other applicable rules in force from time to time.
 
17.          The rules governing absence from work due to sickness or injury are set out in the Employee Handbook. Subject to those rules, you shall be entitled to your full salary and benefits for up to an aggregate of 6 months in any 12 month period for absence due to sickness or injury, and thereafter will be eligible for consideration to receive benefit under the long term disability scheme referred to in paragraph 16 of the Schedule, subject to the rules of that scheme or other applicable rules in force from time to time.
 
18.          Your principal place of work at the date hereof is as set out in paragraph 5 of the Schedule. You may be required to travel on the business of the Company or any Group Company in the proper performance of your duties from time to time, and you shall work in such place or places as the Company or any Group Company shall reasonably require.
 
19.          The Company has the right as a term of your employment to transfer you either temporarily or permanently to any of its establishments at other locations, but the exercise of the right in the case of a permanent transfer will be subject to:
 
·       the proposal being discussed with you;
 
·       your domestic circumstances being taken into account;
 
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·       whether relocation would be required in your case and, if so, the terms for such relocation;
 
·       the suitability for you of the work at the proposed new location; and
 
·       where relocation is neither proposed nor considered necessary for a change of the geographical area in which you would undertake your duties, whether the proposed new area will be realistically accessible from your normal residence.
 
Temporary transfers will be proposed principally to cover short-term requirements at other locations. As these may occur at short notice, the Company will take into account the grounds for any objections you may raise about such a temporary move, while reserving the right to insist on your compliance with a requirement for such a temporary transfer.
 
20.          You shall not, without the prior consent in writing of the Company obtained from the Chairman of the Company or Group Company in whose service you may at any time be engaged during the period of your employment under this Agreement, be directly or indirectly engaged, concerned or interested in the conduct and/or management of, or involvement with any other business of any kind whatsoever, whether or not in competition with the Company or any Group Company. Nothing in this clause shall, however, prevent you from holding or being beneficially interested in shares or securities quoted on any recognised Stock Exchange or dealt in on the Unlisted Securities Market or on any recognised over-the-counter Market, provided that you shall, if reasonably required by the Company, make a full disclosure to the Company of such interest.
 
21.          Provided that nothing in this Agreement shall preclude you from making a protected disclosure in accordance with the provisions set out in the Employment Rights Act 1996 which should be made in accordance with the Company’s disclosure procedure, you shall:
 
21.1        at all times during the period of your employment, keep secret and use only for the Company and Group’s use and benefit, any Confidential Information;
 
21.2        at all times after your employment has ended, for whatever reason, keep secret and not use for your benefit or for the benefit of others any Confidential Information obtained or which otherwise came into your possession during your employment;
 
21.3        not make or write any statement for any representative of television, radio, film or other similar media and shall not write any article for the press or otherwise for publication on any matter connected with or related to the business of the Company or any Group Company without first obtaining the written approval of the Chairman of the Company, such approval not to be unreasonably withheld.
 
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21.4        on the termination of your employment, for whatever reason, immediately return all records, documents, computer disks, papers, notes (including copies) and everything else which is in your possession or under your control and which contains or records (in whatever form or media) Confidential Information and shall not retain copies in any form or manner or media whatsoever.
 
22.          Subject to the provisions of the Patents Act 1977, the Registered Designs Act 1949 and the Copyright Designs and Patents Act 1988, if at any time in the course of or in connection with your employment under this Agreement you make or discover or participate in the making or discovery of any Intellectual Property directly or indirectly relating to or capable of being used in the business carried on by the Company or by any Group Company, full details of the Intellectual Property shall immediately be disclosed in writing by you to the Company and the Intellectual - Property shall be the absolute property of the Company. At the request and expense of the Company, you shall give and supply all such information, data, drawings and assistance as may be necessary or in the opinion of the Company desirable to enable the Company of any Group Company to exploit the Intellectual Property to the best advantage, and shall execute all documents and do all things which may be necessary or in the opinion of the Company desirable for obtaining patent or other protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting the same in the Company or as it may direct.
 
23.          If you are dissatisfied with any disciplinary decision relating to you, or if you have any grievance arising from your employment, you may refer any such matter to the relevant Divisional Chairman of Aon Limited and if the grievance is not resolved by discussion with you, it will then be referred to the Chairman and Chief Executive Officer of Aon Limited whose decision will be conclusive.
 
24.          The Company may from time to time (including but without limitation during all or part of any period of notice to terminate this Agreement) suspend or exclude you from the performance of your duties and/or from all or any premises of the Company or any Group Company for any period. If the Company wishes you to work in one of its offices for all or part of your notice period, you may be assigned reasonable alternative tasks and duties to those which you were previously given. During any period of notice during which you are not required to attend at the offices of the Company you shall:
 
24.1        continue to receive your full remuneration and other benefits payable or otherwise provided hereunder during your notice period;
 
24.2        comply with the reasonable directions of the Company with regard to its Clients and business;
 
24.3        arrange mutually suitable dates with the Company in which to take the full amount of any outstanding unused holidays to which you are entitled.
 
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25.          Notwithstanding anything else in this Agreement, the Company shall be entitled to terminate your employment immediately without notice at any time during its continuance, without payment in lieu of notice and without prejudice to any other rights of the Company if:-
 
25.1        you shall have acted in a manner which is materially prejudicial to the Company, the Group or its or their businesses; or
 
25.2        you shall be guilty of any gross misconduct or after one or more warnings, of any repeated misconduct, or shall fail or neglect efficiently and diligently to perform your duties, or shall refuse or fail to observe any of your obligations (other than minor failures which, being capable of being remedied, are remedied forthwith by you upon being notified thereof by the Board, a director, or any nominee of the Board); or
 
25.3        you are legally disqualified from being a director for any reason whatsoever; or
 
25.4        you become bankrupt, or make any arrangement or composition with your creditors; or
 
25.5        you are convicted of any criminal offence or are the subject of an adverse finding of a disciplinary tribunal, other than an offence which, in the opinion of the Company, does not affect your position as an employee of the Company (bearing in mind the nature of the duties in which you are engaged and the capacity in which you are employed); or
 
25.6        you are guilty of any conduct tending to bring yourself, the Company or any Group Company into disrepute.
 
26.          In the case of activities subject to review in clauses 25.1.1, 25.1.2, 21.1.5 and 21.1.6, the Board for the time being of the Company shall determine, by a majority decision, whether in their opinion those activities are such as to entitle the Company to terminate your employment.
 
27.          In the event of the termination of your employment by the Company under clause 25, the Company shall not be obliged to make any further payment to you beyond both the amount of any remuneration actually accrued to the date of such termination and payment in respect of any outstanding unused holiday entitlement at the date of termination, The Company may deduct from such sums any sums owing to it by you.
 
28.          Upon the termination of your employment with the Company, for whatever reason, you shall, upon the request of the Company, resign without claim for compensation from your office as a director of the Company and/or any Group Company, or any other company in which the Company required you to hold office in connection with your appointment and from all other offices and trusteeships held by you in or in connection with such companies.
 
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29.          Should you fail to resign from your office as a director, or from any other office or trusteeship as is referred to in clause 28, either during your employment when requested by the Company so to do, or on termination, the Company is irrevocably authorised by you to appoint some person in your place and on your behalf to execute any documents and to do all things requisite to give effect thereto and you agree forthwith, on the request of the Company, to ratify and confirm all such things done in pursuance of this power.
 
30.          RESTRICTION OF ACTIVITIES
 
Relations with Clients, Prospective Clients and Producers
 
30.1        For 12 months after the lawful termination of your employment you shall not for the purpose of seeking or doing Competing Business either directly or indirectly, solicit, canvass or approach or endeavour to solicit, canvass or approach, either on your own behalf or on behalf of any other person, firm or company, any Client or Prospective Client of the Company or any Group Company with whom you had material dealings in the course of your employment at any time in the period of 12 months preceding the date of the termination of your employment.
 
30.2        For 12 months after the lawful termination of your employment you shall not for the purpose of seeking or doing Competing Business either directly or indirectly handle or accept business from, either on your own behalf or on behalf of any other person, firm or company, any Client or Prospective Client of the Company or any Group Company with whom you had material dealings at any time in the course of your employment in the period of 12 months preceding the date of the termination of your employment.
 
30.3        For 12 months after the lawful termination of your employment you shall not for the purpose of seeking or doing Competing Business either directly or indirectly, solicit, canvass or approach or handle or accept business from or endeavour to solicit, canvass or approach or handle or accept business from, either on your own behalf or on behalf of any other person, firm or company, any Producer of the business of a Client or Prospective Client with whom you had material dealings at any time in the course of your employment in the period of 12 months preceding the date of the termination of your employment.
 
30.4        The 12 month period mentioned in sub-clauses 30.1, 30.2. and 30.3 shall be reduced by any period during which the Company, suspends you from your normal duties and/or excludes you from the premises of the Company or of any Group Company.
 
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Relations with Company employees and former employees
 
30.5        You shall not for 12 months after the lawful termination of your employment either directly or indirectly solicit or entice away or endeavour to solicit or entice away from the Company or any Group Company, either on your own behalf or on behalf of any other person, firm or company, any person who is employed by or is an agent, officer or consultant of the Company or any Group Company who is or was personally known to you and who by reason of seniority or position is likely to be in possession of confidential information which is likely to be of assistance to any person, firm or company competing with the Company or any Group Company whether or not such person would commit a breach by reason of their leaving the Company or any Group Company.
 
30.6        You shall not for 6 months after the lawful termination of your employment work in any capacity either on your own behalf or on behalf of any other person, firm or company, or handle Competing Business with any person with whom who you worked for any material period of time in the period of 12 months preceding the date of the termination of your employment who was during such period employed by or an agent, officer or consultant of the Company or any Group Company where you and such person are each likely to be in possession of information confidential to the Company or any Group Company which if utilised by you together would be likely to be of assistance to any person, firm or company competing with the Company or any Group Company.
 
Additional Covenants and Reasonableness of Restrictions
 
30.7        You covenant with the Company in terms identical to those contained in clauses 30.1, 30.2 and 30.3, and 30.5 and 30.6 except that the references to the termination of your employment shall refer to the termination of your employment for any reason whatsoever whether lawful or wrongful.
 
30.8        You and the Company both agree that restrictions contained in this clause 30 are reasonable.
 
Notification to prospective future employers
 
30.9        You shall provide a copy of this clause 30 to any prospective employer before accepting employment with them and shall procure from the prospective employer written confirmation to the Company that they have seen a copy of this clause 30.
 
Severability
 
30.10      Each of the obligations contained in this clause 30 constitutes an entirely separate and independent restriction on you notwithstanding that they may be contained in the same paragraph, sentence or phrase.   If any particular obligation or obligations are held unenforceable for any reason, this shall not affect the enforceability of the other obligations upon you.
 
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31.          If you shall, whilst this Agreement is in force, (or at any time during a period of 12 months immediately following the termination of your employment for whatever reason) receive from any person, firm or company an offer to provide services in any capacity whatsoever, or to enter into employment where acceptance of such offer, or the taking of such employment, might render you in breach of the provisions of this Agreement, you shall promptly provide a copy of this Agreement to the offerer.
 
32.          No amendment to this Agreement shall be effective unless made in writing and signed by, or on behalf of, each of the Parties.
 
33.          The provisions of the Schedule and any special terms endorsed upon this Agreement, or otherwise agreed in writing by, or on behalf of, the Parties, shall be read and construed as part of this Agreement and shall be enforceable accordingly.
 
34.          The contractual sections of the Employee Handbook are terms of this Agreement. Where those terms differ, the terms of this Agreement override those in the Employee Handbook.
 
35.          The Schedule to this Agreement sets out the particulars of your employment with the Company in accordance with the requirements of the Employment Rights Act 1996.
 
36.          In this Agreement, the following expressions shall have the meanings assigned to them, respectively:-
 
36.1        “Associated Company” means any company at least 20% of the equity share capital of which is beneficially owned by the Company’s ultimate holding company, or any of its subsidiaries.
 
36.2        “Chairman” means, in relation to any company or other person holding the equivalent position, the duly appointed Chairman.
 
36.3        “Client” means any party to whom the Company provides risk management or risk transfer advice or any insured party on insurance or reinsurance coverage arranged by the Company, or any Group Company, whether such coverage is arranged either directly, or through any intermediary.
 
36.4        “Competing Business” means any business which competes with any business carried on at the time of the termination of your employment by the Company or by any Group Company in which you were involved to any material extent at any time in the    —12 months preceding the date of the termination of your employment.
 
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36.5        “Confidential Information” means all information which is of a confidential nature to the Company and the Group, including without limitation business methods and systems and contractual relations, whether with Clients, Producers, intermediaries, insurers or underwriters, lists of Clients, Prospective Clients, and any other clients, insurers or underwriters, and all confidential information relating to Clients or Prospective Clients or any other clients, including policy terms, conditions and rates, expiry dates, customer risk characteristics and information concerning the insurance arrangements for large and complex risks and whether or not any papers or documents are marked confidential.
 
36.6        “Employee Handbook” the Aon Limited Employee Handbook, as amended from time to time.
 
36.7        “Group” means the Company and all Associated Companies of it and its ultimate holding company.
 
36.8        “Group Company” means any Company within the Group of which the Company is a member.
 
36.9        “Intellectual Property” means inventions (whether patentable or not, and whether or not patent protection has been applied for or granted), improvements, developments, discoveries, proprietary information, trade marks, trade names, logos, art work, slogans, know-how, processes, designs (whether or not registerable and whether or not design rights subsist in them), utility models, works in which copyright may subsist (including computer software and preparatory and design materials therefor), and all works protected by rights or forms of protection of a similar nature or having equivalent effect anywhere in the world.
 
36.10      “Producer” means a party (including but not limited to an insurance or reinsurance intermediary) who has introduced a Client to the Company or a Group Company.
 
36.11      “Prospective Client” means a party for whom the Company or any Group Company has had material dealings with a view to providing risk management or risk transfer advice or arranging insurance or reinsurance coverage for that party, whether such coverage is to be arranged either directly or through any intermediary.
 
36.12      “Subsidiary” shall have the meaning given to it by the Companies Act 1985.
 
37.          Any notice under this Agreement may be served by the Company or any Group Company on you, either personally, or by leaving it at, or sending it by registered post to your last known residential address, or by facsimile to your facsimile number.
 
37.1        Any notice under this Agreement may be served by you on the Company, or any Group Company, by delivery to the Chairman of the Company, or Group Company, or by sending it by registered post to the registered office of the Company or Group Company, or by facsimile to the Company or Group Company’s facsimile number, or to such other address, or facsimile number as may be notified to you from time to time for this purpose.
 
11

 
37.2        Any notice sent by registered post, by either party, shall be deemed to have been served on the second day following that on which it was posted (excluding a Saturday, Sunday, Bank Holiday or Public Holiday) and, in proving such service, it shall be sufficient to show that the notice was properly addressed and posted.
 
37.3        Any notice given by facsimile, by either party, shall be deemed to have been served at the time of successful transmission.
 
38.          This Agreement shall be governed by, and interpreted according to, the Laws of England.
 
12

 

SIGNED for and on behalf of Aon Limited by:	 	

DIRECTOR	ILLEGIBLE	 	
 	 	
NAME (BLOCK CAPITALS)	ILLEGIBLE	 	
 	 	
COMPANY SECRETARY	ILLEGIBLE	 	

I have read, agree and accept the terms and conditions of this Agreement and further confirm that I have received a copy of the Employee Handbook referred to therein and have read and understood its terms.

SIGNED as a deed and delivered by the said	 	
 	 	
SIGNATURE	/s/ Stephen Phillip Mcgill	 	
 	 	
NAME (BLOCK CAPITALS)	STEPHEN PHILLIP MCGILL	 	
 	 	
DATE	5/7/05	 	

in the presence of:-	 	
 	 	
Name:	SALLY TIMMS	 	
 	 	
Address:	171, CONWAY AVENUE GREAT WAKERING
ESSEX SS3OBH	 	
 	 	
Occupation:	PERSONAL ASSISTANT	 	

 
13

 
THE SCHEDULE
 
1. THE EXECUTIVE:

 	NAME:	Mr Stephen P McGill	 	
 	 	 	
 	ADDRESS:	Green End Park	 	
 	 	 	
 	Dane End	 	
 	 	 	
 	Ware	 	
 	 	 	
 	Hertfordshire	 	
 	 	 	
SG12 0NU	 	 	

2.  CAPACITY OF EMPLOYMENT OF THE EXECUTIVE:	 	
 	 	
 	Chief Executive Officer, GLC	
 	This is an appointment at Aon Role Level	
 	(ARL) 1	
 	 	
3.  (i)  THE TERMS OF THIS AGREEMENT WILL TAKE EFFECT FROM:	
 	at a start date no later than 1 st June 2005 as mutually agreed	
 	 	
4.   THE EMPLOYER:	 	
 	Aon Limited	
 	 	
5.   ADDRESS OF WORKPLACE:	 	
 	London	
 	 	
6 .  SALARY:	 	
 	£550,000 p.a. Payable monthly	
 	 	
7.  ANNUAL REVIEW DATE:	 	
 	1st April	
 	 	
8.  NOTICE PERIOD:	 	
 	You are referred to Clause 6 of this agreement	

9.  NORMAL RETIREMENT DATE:	 	
 	Your 65th Birthday	
 	 	
10.  PENSION SCHEME:	 	
 	Aon 1999 Pension Scheme Tier 3 £125,000 per annum	
 	 	
11.  A CONTRACTING-OUT CERTIFICATE IS NOT IN FORCE.	

14

 

12.  DISCIPLINARY AND GRIEVANCE PROCEDURES :	
 	You are referred to the Disciplinary Procedure in the online Employee Handbook and clause 23 of this Agreement	
 	 	
13.  SICKNESS AND STATUTORY SICK PAY:	 	
 	You are referred to the Sickness Absence section of the online Employee Handbook and clause 17 of this Agreement	
 	 	
14.  BENEFITS:	 	
 	A minimum of 25 days’ paid annual holiday, to be taken at such time or times as shall be agreed with the Company, in addition to public holidays;	
 	 	
 	Reimbursement of 75% of your home telephone bill;	
 	 	
 	Payment of a non-pensionable grade allowance of £30,000 gross per annum.	
 	 	
 	Mandatory 2-yearly Executive Platinum health-screening.	
 	 	
15.  PRIVATE MEDICAL INSURANCE SCHEME.	
 	Cover will be provided in accordance with the scheme arranged by the Company provided a satisfactory medical report has been obtained by the Company.	
 	 	
16.  LONG TERM DISABILITY SCHEME.	 	
 	Cover will be provided in accordance with the scheme arranged by the Company provided a satisfactory medical report has been obtained by the Company.	
 	 	
17.  WORKING TIME:	 	
 	The parties agree that your working hours in excess of 35 hours are not measured or predetermined and can be determined by you yourself. You therefore agree that regulations 4(1) and (2), 6(1), (2) and (7), 10(1), 11(1) and (2) of the Working Time Regulations 1998 shall not apply to that part of your work which is not measured or predetermined and which can be determined by you.	
 
15

Exhibit 10.49

8 Devonshire Square
London EC2M 4PL
tel: 020 7623 5500
fax: 020 7621 1511
 
31 December 2007
 
Strictly private and confidential -
Addressee only
 
Mr Stephen P. McGill
Green End Park
Dane End
Ware
Hertfordshire
SG12 ONU
 
Dear Stephen
 
Re: Variation of your executive agreement
 
I set out below the amendments to the terms and conditions of your employment with Aon Limited ( “ the Company ” ) as set out in your offer letter and Executive Agreement dated 22 April  2005 and your overseas assignment letter dated 26 July 2006.
 
1.                  Contract Term and Payment in Lieu of Notice:     Clauses 6.1 and 6.2 of your Executive Agreement shall be deleted and replaced with the following paragraphs:
 
6.1.1                            This Agreement shall commence on the date set out in paragraph 3 (i) of the Schedule to this Agreement and shall (subject to termination by notice as provided below, the provisions for termination in clause 6.3 below, or the provisions for summary termination as provided in clause 25 of this Agreement) continue for a fixed period until 1 January  2013 (the “ Fixed Term Period”);
 
6.1.2                       This Agreement can be renewed beyond 1 January 2013 by the Company giving to you 90 days notice of renewal by 1 October 2012, such offer of renewal to be accepted by you within 30 days of the date of the offer. If this Agreement is renewed then it shall continue until terminated by either party giving to the other not less than 12 months’ written notice (the “Notice Period”);
 
6.2                                The Company reserves the right to terminate your employment prior to the end of the Fixed Term Period by giving you not less than 12 months’ notice or in its sole discretion making a payment in lieu of notice as set out below. Unless such termination is under the provision as provided in clause 6.3 of this Agreement or under the provisions for summary termination at clause 25 of this Agreement the Company will pay you a sum equal to the aggregate of the salary and benefits for any period of the 12 months notice not worked by you plus the salary that would otherwise have been payable during the remainder of the Fixed Term Period (the “ Fixed Term Early Payment Period ” ). In the event that the Company gives you notice after 2 January 2012 so that your employment ends after the Fixed Term Period, the Company reserves the right to apportion the payment to you for the notice period under this clause 6 for the Fixed Term Early Payment Period and under clause 7 for the remainder of the notice period.
 
Aon Limited
Registered Office: 8 Devonshire Square, London EC2M 4PL
Registered in London No. 210725 · VAT Registration No. 480 8401 48
Aon Limited is authorised and regulated by the Financial Services Authority in respect of insurance mediation activities only

 
2.                                        Bonus Scheme : In accordance with clause 13 of your Executive Agreement, you shall, from 1 January 2008, be entitled to participate in the Senior Management Incentive Plan, subject to the terms and conditions of such scheme from time to time in force. Any awards under this Plan are made entirely at the Company’s discretion. Subject to approval by the Organisation and Compensation Committee, your target bonus rate shall be no less than 150% of your salary as at 1 April of each year.
 
The Company may, at its sole discretion, pay any award under this Plan as cash and/or Aon restricted stock (RSUs). Any award made as RSUs shall be subject to the terms and conditions of the RSUs from time to time in force.
 
From 1 January 2008, you shall not participate in any other bonus scheme including the bonus scheme set out on page 4 of your offer letter dated 22 nd April 2005.
 
3.                                        Leadership Performance Plan:
 
Subject to the Compensation Committee’s approval, you shall be eligible to participate in the Company’s Leadership Performance Plan, a sub plan of the Aon Stock Incentive Plan, for the performance cycle from 1 January 2008 to 31 December 2010 at a target participation level of $3 million. You shall be eligible to be considered for an award each subsequent year beginning in 2009. Any award granted will be governed by the terms and conditions of the Leadership Performance Plan, or such successor plan, that shall from time to time be in force.
 
4.                                        Pension: Your existing pension arrangements shall continue, save that paragraph 10 of the Schedule to the Executive Agreement shall be deleted and replaced with the following:
 
Aon 1999 Pension Scheme, Tier 3, 25% of salary per annum.
 
Until your return to work for the Company in the UK, the Company will discuss your pension arrangements with you and seek to provide this benefit in a tax efficient manner.
 
5.                                        Expatriate Allowance: In recognition of the increase in costs associated with your expatriate service in the U.S, your expatriate allowance as set out in clause 8(a) of your overseas assignment letter dated 26 th July 2006 shall be increased to $25,000 net of tax per month effective from 1 January 2007. Your expatriate allowance for 2007 shall be paid to you in the US by 15 December 2007.
 
The Company shall deduct from your expatriate allowance for 2007 all non-reimburseable expenses for travel costs to and from work, for travel costs for you and your spouse for non-business related reasons during 2007 and for the costs of your move from Northfield to Chicago including the maintenance and preparation of your home for sale and your moving expenses. Your expatriate allowance from January 2008 shall be payable to you in twice monthly instalments in the US.
 
This allowance shall cover your housing and travel costs and other incidental expenses whilst on assignment in the US including but not limited to the following:
 
Your rent or mortgage payments, travel costs for you to and from work and a car allowance.
 
This allowance shall not cover any expenses incurred by you in filing your tax returns with the relevant authorities while on expatriate assignment.
 
This allowance will cease upon the earlier of your return to work for the Company in the UK or the end of the Fixed Term Period.
 
2

 
Please sign and date this letter and return one copy to me to confirm your understanding of this letter and acceptance of the changes to your Executive Agreement set out above.

Yours sincerely,	 	

/s/ Jane Owen	 	
Jane Owen	 	
Aon Limited	 	
 
I understand and accept the amendments to my Executive Agreement as set out above.

/s/ Stephen P. McGill	 	31st January 2008	
Stephen P. McGill	 	Date	

3

Exhibit 10.50

8 Devonshire Square
London EC2M 4PL
tel: 020 7623 5500
fax: 020 7621 1511
 
30 January 2008
 
Strictly Private & Confidential
Addressee Only
 
S P McGill Esq
 Green End Park
 Dane End
Ware
Hertfordshire
SG12 0NU
 
Dear Steve
 
Re: Pension Arrangements
 
I am writing to summarise the pension arrangements in place for you. In our letter dated 22 April 2005, the Company had agreed to pay contributions on your behalf to the Aon UK Pension Scheme or to a personal pension plan (PPP) of your choice. The Company contribution payable was a flat amount of £125,000 per annum. You are not required to contribute. Alternatively, you had the option of taking all of Aon’s contributions as a non-pensionable cash supplement net of basic rate tax and employee and employer National Insurance Contributions.
 
Due to the limits on what could be paid (in accordance with UK pensions legislation at that time) to either the Aon UK Pension Scheme or to a PPP up to 5 April 2006, £26,400 was paid to an AXA PPP (based on the advice given to you by Will Aitken of Aon Consulting) in the 2005/2006 tax year. Contributions exceeding this amount were held by Aon to be paid after 5 April 2006, (as new Pensions legislation came into force in the UK from 6 April 2006), subject to the Annual Allowance (£215,000 for the 2006/2007 tax year).
 
The US rules on pension contributions are less favourable than the UK and limits are imposed that mean that pension contributions can become taxable in the US if over certain limits. Our understanding is that you were assigned to the US on 1 st July 2006 and that your assignment will end on 30 th June 2009. £23,605 was paid to your AXA PPP in the 2006/2007 tax year. Contributions exceeding this amount were held by Aon to be paid after your assignment ends on your return to the UK.
 
Aon Limited
Registered Office: 8 Devonshire Square, London EC2M 4PL
Registered in London No. 210725 · VAT Registration No. 480 8401 48
Aon Limited is authorised and regulated by the Financial Services Authority in respect of insurance mediation activities only

 
In our letter dated 21 September 2006, the Company set out the pension contribution payment schedule that would apply for the period 1 January 2007 to 6 April 2012. With effect from the 20 September 2007, it is necessary to vary the payment schedule to reflect the change in Company contribution to 25% of your salary. Using your current £550,000 salary from 20 September 2007 and updating the US IRS limit, the following revised schedule applies.
 
Aon will contribute to your UK pension according to the following schedule over the following six-year period:

1 January 2007	US $ 46,500    versus £125,000 x 262/365 + £550,000	
 	 	
 	x 25% x 103/365	
 	 	
1 January 2008	US $ 46,500    versus 25% salary	
 	 	
1 January 2009	US $ 46,500    versus 25% salary	
 	 	
1 January 2010	GB £ 245,000 versus 25% salary and back payments	
 	 	
6 April 2010	GB £ 255,000 versus 25% salary and back payments	
 	 	
6 April 2011	GB £ 255,000 versus 25% salary and back payments	
 	 	
6 April 2012	GB £ equal to such balancing amount as is necessary to equal the difference between what has been due and what has been paid subject to the Annual Allowance.	
 
From January 2013 your regular contribution of 25% of salary per annum will be paid monthly. The payments from 2010 to 2012 are subject to HMRC contribution limits (the Annual Allowance) at the time. If any amount remains outstanding over the previous seven-year period this will be paid on 6 April 2013 and on future 6 Aprils as necessary.
 
Should the US limits increase above the current $46,500 level, we will consider increasing the amount paid in 2008 and 2009.

 
In addition, if your assignment to the US IRS limits is extended beyond the three-year period or different Annual Allowances are announced for the tax years from 2011/2012 onwards, Aon will agree with you a revised payment schedule if required. Furthermore, a review will be undertaken in 2010 in order that your benefits (including any retained benefits) can be checked against the Lifetime Allowance (which will be £1,800,000 in the 2010/2011 tax year) - a revised payment schedule may also then be required or it may be appropriate to cease contributions.
 
We believe that you are in possession of an O1 visa in the US. Should your immigration status change in the US and you obtain a Green Card, please let me know.
 
In order to confirm your acceptance to this agreement please sign the enclosed copy of this letter and then return it to me.

Yours sincerely	 	

/s/ Lynne Stannard	 	
Lynne Stannard	 	
 	 	
HR Director, Aon Limited	 	

Signed:	/s/ (S P McGill)	 	
 	(S P McGill)	 	

Date: 4th Feb 2008	 	

Exhibit 10.51

24 th July 2006

Private and Confidential	 	Human Resources	
Addressee Only	 	 	
 	 	8   Devonshire Square	
 	 	London EC2M 4PL	
 	 	tel: 020 7623 5500	
Steve McGill	 	direct fax: 020 7216 3227	
Green End Park	 	 	
Dane End	 	 	
Ware	 	 	
Hertfordshire	 	 	
SC12 0NU	 	 	
 
Dear Steve
 
Following your discussion with Jeremy Farmer and myself, I am pleased to confirm the terrns of your overseas assignment as outlined below.
 
1)                        Introduction
 
(a)           During your expatriate assignment to Aon, in Chicago, USA, your job title will be CEO, ARSA and you will report to Greg Case. This assignment is expected to last for three years and will commence on 1 st July 2006.
 
(b)          This assignment is subject to your holding any necessary visa, work permit and admission to the USA and, whilst in the USA, observing all conditions to maintain your employment status. It is also subject to your acceptance of the terms and conditions outlined in this letter.
 
(c)           The terms and conditions outlined in this letter will only be in effect for the period of this assignment. During this period you will remain an employee of Aon Ltd. in the UK (hereafter referred to as “the Company”) and will be expected to conform with the general requirements of the Company Employee Handbook, Standards & Procedures Manual and any local rules and procedures and relevant legislation.
 
(d)          Your compensation and benefits package is designed to provide you with a level of income and benefits which do not disadvantage you in comparison to those you would have received in the UK.
 
(e)           The Company reserves the right to terminate the assignment at any time, whereon you would be required to return to the Company in the UK.
 
(f)             To the extent that anything in this letter conflicts with your current employment contract or the Company Employee Handbook this letter, once countersigned by you, will be a variation to your employment contract.
 
Aon Limited
 
Registered Office: 8 Devonshire Square, London EC2M 4RL
Registered in London No. 210725 · VAT Registration No. 480 8401 48
Aon Limited is authorised and regulated by the Financial Services Authority in respect of insurance mediation activities only

 

 
2)                         Salary
 
You will receive a gross base salary of GBP£550,000 and your salary will be reviewed annually in April. Upon completion of your assignment, the ending salary (excluding bonus and allowances) that you will be receiving during your assignment, will become your salary in the UK. Should your assignment become permanent, your salary will be reassessed to exclude any housing allowance or any other allowances and the total remuneration package will be in line with local market remuneration.
 
3)                         Incentive Scheme
 
You will continue to be entitled to participate in the Company’s Discretionary Incentive Schemes (bonus, stock and long-term incentives) as defined in your contract of employment dated 22 nd April 2005.
 
4)                         Provision of Car/Grade Allowance
 
You will be paid a non-pensionable car allowance of GBP£30,000 gross p.a.
 
5)                        Income Taxes
 
In keeping with the spirit of 1(d) above, the Company’s tax equalisation policy is designed to equalise your employment tax liability so that the employment-related tax you will pay will be no more and no less than that you would have incurred if you had remained in the UK and not taken up the assignment. Details of the treatment of your income tax are outlined in Schedule A attached.
 
You remain responsible for any tax liability on non-Aon earnings.
 
The Company’s Expatriate Accountants will be responsible for preparing your US tax returns in respect of your employment. They will contact you directly regarding this matter on our instructions. The company’s Expatriate Accountants will also be responsible for calculating your hypothetical tax calculations. We understand you wish your private accountant to continue preparing your UK tax returns.
 
6)                        National Insurance
 
You will be required to contribute to the UK National Insurance Scheme for the duration of your assignment. Should your assignment be extended, this arrangement will be reviewed in line with prevailing HMRC rules.
 
7)                        Pension Arrangements
 
Details of your UK pension arrangement will be provided on a separate letter. Should the terms of your assignment be modified, your pension arrangement will be reviewed in line with prevailing legislation. This will be discussed with you at the relevant time.
 
2

 
As you will remain in the UK benefits scheme, you will not be eligible for the US benefits such as Aon Pension Plan, the Aon Savings Plan or any non-qualified benefit plan.
 
8)                        Expatriate Allowances
 
The Company’s expatriate policy provides allowances and adjustments to ensure that you do not suffer financial loss due to differences in costs and standards of living between the UK and the USA. These include the following allowances and are non-pensionable:
 
(a)            Accommodation Allowance

 You will receive an accommodation allowance of GBP£8,675 gross per month or GBP£104,l00 gross per year to assist you with the incremental cost of living in the USA. Please note that this allowance also contains an element of annual travel allowance for your spouse. Please note that from 1 st September 2006 this allowance will be paid to your nominated US bank account.

The payment of your UK housing expenses will remain your responsibility.
 
(b)            Shipment of Personal Effects

 The Company will assume all reasonable expenses incurred in shipping your personal effects to the USA and for insuring them during the journey, using an authorised shipping firm. Please note that exceptions apply. Two quotes will be required prior to approval by Human Resources.

 The Company will also pay for any import duties and other expenses necessary for the actual delivery of these goods.

 You agree to repay one hundred percent of the total relocation and any other assignment-related expenses incurred by the Company if you voluntarily terminate your employment within 12 months after the date of termination of this assignment. You agree that the Company may offset any such amounts against any amount the Company owes you on or after termination of your employment.
 
9)                        Healthcare
 
Cover for yourself and your family will be provided under Aon Inc health benefits scheme. Details will be provided to you by the Chicago office.
 
3

 
10)                 Hours of Work and Holidays
 
Your days and hours of work will follow the practice in the USA. Your annual holiday entitlement will be as per your contract of employment.
 
You will observe local holidays established in the USA which replace holidays observed in the UK.
 
11)                 Payment of Salary, Allowances and Expenses
 
Payment of your salary, allowances and expenses (are outlined in Schedule A and will be paid via the UK payroll except for your private medical health cover which will be arranged by the US office).
 
12)                 Extension of Assignment
 
This assignment may be extended by mutual agreement.
 
13)                 Notice Period
 
You will be expected to give and receive notice as per your the UK contract of employment in relation to the termination of your employment.
 
14)                 Termination of Employment
 
If your employment is terminated whilst abroad as a result of the Company’s decision, the Company will pay reasonable moving and transportation expenses for you, your spouse and your household goods and furniture to the UK. Notice provisions will be in accordance with this letter and your employment contract.
 
If you terminate your employment, you will bear all costs incurred after the date of your resignation.
 
15)                 Completion of Assignment
 
On completion of your assignment the Company will endeavour to repatriate you into a position in accordance with your capabilities, interest and career potential.
 
4

 
16)     Choice of Law/Choice of Jurisdiction
 
This letter and your employment contract shall be governed by the laws of England and Wales and both you and the Company submit to the exclusive jurisdiction of England and Wales

Yours sincerely

/s/ Stuart Fox	 	
Stuart Fox
Managing Director, Human Resources

I have read, understood and agree to the above and attached terms of my assignment.

Signed:	 	 (Steve McGill)	
 	 	
Date:	 	 	
 
5

 
SCHEDULE A
 
Income Taxes
 
a)               The Company will estimate what your income taxes would be in the UK and reduce your salary by this amount. This is known as your hypothetical tax deduction.
 
b)              In return the Company will pay your income taxes as they are due in the USA (and the UK if necessary).
 
c)               This commitment is given on the understanding that you will co-operate with the Company in minimising both your US and your UK tax liabilities.
 
d)              Tax equalisation covers your income earned from the Company, but any tax liability arising from personal income (such as investment income or income arising from the letting of your UK property will be your own responsibility.
 
e)               After all income and deductions are known and your income tax returns are completed, a “theoretical” tax will be calculated. This represents the tax liability you would have incurred had you not been on assignment, based on your actual earnings for the year.
 
f)                 A tax reconciliation will compare the theoretical tax to the hypothetical tax.
 
g)              If the hypothetical tax was higher, you will receive the difference. If the theoretical tax is higher you will reimburse the Company for the difference.
 
6

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 Exhibit 12.1

 Aon Corporation and Consolidated Subsidiaries
Combined With Unconsolidated Subsidiaries
Computation of Ratio of Earnings to Fixed Charges

 	 	Years Ended December 31,
	
(millions except ratios)
	 	2007
	 	2006
	 	2005
	 	2004
	 	2003
	
Income from continuing operations before provision for income taxes and minority interest	 	$	1,026	 	$	663	 	$	577	 	$	526	 	$	770	

Less: Earnings from unconsolidated entities under the equity method of accounting	

6	

5	

7	

3	

8	

Add back fixed charges:	

 	

 	

 	

 	

 	
 	
Interest on indebtedness (1)	

138	

129	

125	

136	

101	
 	
Interest on FIN 48 liabilities	

(2	
)	
 	
—	

—	

—	

—	
 	
Portion of rents representative of interest factor	

75	

79	

71	

73	

67	

Income as adjusted	
 	
$	
1,231	
 	
$	
866	
 	
$	
766	
 	
$	
732	
 	
$	
930	

Fixed charges:	

 	

 	

 	

 	

 	
 	
Interest on indebtedness (1)	
 	
$	
138	
 	
$	
129	
 	
$	
125	
 	
$	
136	
 	
$	
101	
 	
Portion of rents representative of interest factor	

75	

79	

71	

73	

67	

Total fixed charges	
 	
$	
213	
 	
$	
208	
 	
$	
196	
 	
$	
209	
 	
$	
168	

Ratio of earnings to fixed charges	

5.8	

4.2	

3.9	

3.5	

5.5	

(1)
As a result of the adoption of FIN 46 on December 31, 2003, Aon was required to deconsolidate its 8.205% mandatorily redeemable preferred capital securities. This decrease was offset by an increase in notes payable. Beginning in 2004, interest expense ($58 millions for the years ended December 31, 2007, 2006, 2005 and 2004) on these notes payable is reported as part of interest expense on the consolidated statements of income.

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Exhibit 12.1
Aon Corporation and Consolidated Subsidiaries Combined With Unconsolidated Subsidiaries Computation of Ratio of Earnings to Fixed Charges

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 Exhibit 12.2

 Aon Corporation and Consolidated Subsidiaries
Combined With Unconsolidated Subsidiaries
Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends

 	 	Years Ended December 31,
	
(millions except ratios)
	 	2007
	 	2006
	 	2005
	 	2004
	 	2003
	
Income from continuing operations before provision for income taxes and minority interest	 	$	1,026	 	$	663	 	$	577	 	$	526	 	$	770	
Less: Earnings from unconsolidated entities under the equity method of accounting	 	 	6	 	 	5	 	 	7	 	 	3	 	 	8	
Add back fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Interest on indebtedness (1)	 	 	138	 	 	129	 	 	125	 	 	136	 	 	101	
 	Interest on FIN 48 liabilities	 	 	(2	)	 	—	 	 	—	 	 	—	 	 	—	
 	Portion of rents representative of interest factor	 	 	75	 	 	79	 	 	71	 	 	73	 	 	67	
 	 		 		 		 		 		
 	 	Income as adjusted	 	$	1,231	 	$	866	 	$	766	 	$	732	 	$	930	
 	 		 		 		 		 		
Fixed charges and preferred stock dividends:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Interest on indebtedness (1)	 	$	138	 	$	129	 	$	125	 	$	136	 	$	101	
 	Preferred stock dividends (2)	 	 	—	 	 	—	 	 	3	 	 	3	 	 	61	
 	 		 		 		 		 		
 	 	Interest and dividends	 	 	138	 	 	129	 	 	128	 	 	139	 	 	162	
 	Portion of rents representative of interest factor	 	 	75	 	 	79	 	 	71	 	 	73	 	 	67	
 	 		 		 		 		 		
 	 	Total fixed charges and preferred stock dividends	 	$	213	 	$	208	 	$	199	 	$	212	 	$	229	
 	 		 		 		 		 		
Ratio of earnings to combined fixed charges and preferred stock dividends	 	 	5.8	 	 	4.2	 	 	3.8	 	 	3.5	 	 	4.1	

(1)
As a result of the adoption of FIN 46 on December 31, 2003, Aon was required to deconsolidate its 8.205% mandatorily redeemable preferred capital securities. This decrease was offset by an increase in notes payable. Beginning in 2004, interest expense ($58 miliion for the years ended December 31, 2007, 2006, 2005 and 2004) on these notes payable is reported as part of interest expense in the consolidated statements of income.

(2)
Included in preferred stock dividends is $57 million of pretax distributions on capital securities for the year ended December 31, 2003.

QuickLinks
Exhibit 12.2
Aon Corporation and Consolidated Subsidiaries Combined With Unconsolidated Subsidiaries Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

Exhibit 21

Name	 	Jurisdiction of Incorporation	
Affinity Insurance Services, Inc.	 	Pennsylvania	
Agency Specialty Product Network Insurance Services, Inc.	 	Illinois	
AIS Affinity Insurance Agency, Inc.	 	California	
AIS Insurance Agency, Inc.	 	Washington	
AIS Management Corporation	 	California	
Alexander Howden North America, Inc.(GA)	 	Georgia	
Alexander Reinsurance Intermediaries, Inc.	 	New York	
Allen Insurance Associates, Inc.	 	California	
American Insurance Services Corp.	 	Texas	
American Special Risk Insurance Company	 	Delaware	
Aon Advisors, Inc.	 	Virginia	
Aon Advisory Services Inc.	 	Delaware	
Aon Alliance Insurance Agency, Inc.	 	Tennessee	
Aon Annuities and Insurance Services, Inc.	 	California	
Aon Aviation, Inc.	 	Illinois	
Aon Benefit Services, Inc.	 	Massachusetts	
Aon Capital A	 	Delaware	
Aon Capital Managers, LLC	 	Delaware	
Aon Capital Partners, Inc.	 	Delaware	
Aon Captive Management, Ltd.	 	U.S. Virgin Islands	
Aon Consulting & Insurance Services	 	California	
Aon Consulting Agency, Inc.	 	Texas	
Aon Consulting Worldwide, Inc.	 	Maryland	
Aon Consulting, Inc.	 	New York	
Aon Consulting, Inc.	 	Florida	
Aon Consulting, Inc. (NJ)	 	New Jersey	
Aon Finance US 1, LLC	 	Delaware	
Aon Finance US 2, LLC	 	Delaware	
Aon Financial Products, Inc.	 	Delaware	
Aon Group, Inc.	 	Maryland	
Aon Horizon Consultants, Inc.	 	New York	
Aon Human Capital Services, LLC	 	Delaware	
Aon Insurance Management Services - Virgin Islands, Inc.	 	U.S. Virgin Islands	
Aon Insurance Managers (USA) Inc.	 	Vermont	
Aon International Energy, Inc.	 	Texas	
Aon International Holdings, Inc.	 	Maryland	
Aon Investment Consulting Inc.	 	Florida	
Aon Life Agency of Texas, Inc.	 	Texas	
Aon PHI Acquisition Corporation of California	 	California	
Aon Premium Finance, LLC	 	Delaware	
Aon Private Risk Management Insurance Agency, Inc.	 	Illinois	

 

Aon Private Risk Management of California Insurance Agency, Inc.	 	California	
Aon Re Global, Inc.	 	Delaware	
Aon Re Global Fac, Inc.	 	Illinois	
Aon Re Inc.	 	Illinois	
Aon Realty Services, Inc.	 	Pennsylvania	
Aon Retirement Plan Advisors, LLC	 	Delaware	
Aon Risk Consultants, Inc.	 	Illinois	
Aon Risk Services (Holdings) of Latin America, Inc.	 	Delaware	
Aon Risk Services (Holdings) of the Americas, Inc.	 	Illinois	
Aon Risk Services Companies, Inc.	 	Maryland	
Aon Risk Services International (Holdings) Inc.	 	Delaware	
Aon Risk Services South, Inc.	 	North Carolina	
Aon Risk Services Southwest, Inc.	 	Texas	
Aon Risk Services of Missouri, Inc.	 	Missouri	
Aon Risk Services of Puerto Rico, Inc.	 	Puerto Rico	
Aon Risk Services, Inc. of Arizona	 	Arizona	
Aon Risk Services, Inc. of Arkansas	 	Arkansas	
Aon Risk Services, Inc. of Central California Insurance Services	 	California	
Aon Risk Services, Inc. of Colorado	 	Colorado	
Aon Risk Services, Inc. of Connecticut	 	Connecticut	
Aon Risk Services, Inc. of Florida	 	Florida	
Aon Risk Services, Inc. of Georgia	 	Georgia	
Aon Risk Services, Inc. of Hawaii	 	Hawaii	
Aon Risk Services, Inc. of Illinois	 	Illinois	
Aon Risk Services, Inc. of Indiana	 	Indiana	
Aon Risk Services, Inc. of Kansas	 	Kansas	
Aon Risk Services, Inc. of Kentucky	 	Kentucky	
Aon Risk Services, Inc. of Louisiana	 	Louisiana	
Aon Risk Services, Inc. of Maryland	 	Maryland	
Aon Risk Services, Inc. of Massachusetts	 	Massachusetts	
Aon Risk Services, Inc. of Michigan	 	Michigan	
Aon Risk Services, Inc. of Minnesota	 	Minnesota	
Aon Risk Services, Inc. of Nebraska	 	Nebraska	
Aon Risk Services, Inc. of Nevada	 	Nevada	
Aon Risk Services, Inc. of New Jersey	 	New Jersey	
Aon Risk Services, Inc. of New Mexico	 	New Mexico	
Aon Risk Services, Inc. of New York	 	New York	
Aon Risk Services, Inc. of Northern California Insurance Services	 	California	
Aon Risk Services, Inc. of Ohio	 	Ohio	
Aon Risk Services, Inc. of Oregon	 	Oregon	
Aon Risk Services, Inc. of Pennsylvania	 	Pennsylvania	
Aon Risk Services, Inc. of Rhode Island	 	Rhode Island	

 

Aon Risk Services, Inc. of Southern California Insurance Services	 	California	
Aon Risk Services, Inc. of Tennessee	 	Tennessee	
Aon Risk Services, Inc. of Utah	 	Utah	
Aon Risk Services, Inc. of Virginia	 	Virginia	
Aon Risk Services, Inc. of Washington	 	Washington	
Aon Risk Services, Inc. of Washington, D.C.	 	District of Columbia	
Aon Risk Services, Inc. of Wisconsin	 	Wisconsin	
Aon Risk Technologies, Inc.	 	Delaware	
Aon Securities Corporation	 	New York	
Aon Service Corporation	 	Illinois	
Aon Services Group, Inc.	 	Delaware	
Aon Special Risk Resources, Inc.	 	Delaware	
Aon Technical Insurance Services, Inc.	 	Illinois	
Aon Trade Credit, Inc.	 	Illinois	
Aon Underwriting Managers, Inc.	 	Delaware	
Aon/Albert G. Ruben Company (New York) Inc.	 	New York	
Aon/Albert G. Ruben Insurance Services, Inc.	 	California	
AOPA Insurance Agency, Inc.	 	Maryland	
ARM International Corp.	 	New York	
ARM International Insurance Agency Corp.	 	Ohio	
ARMRISK CORP.	 	New Jersey	
Association of Rural and Small Town Americans	 	Missouri	
Atlanta International Insurance Company	 	New York	
Auto Insurance Specialists, Incorporated	 	California	
B E P International Corp.	 	New Jersey	
Bowes & Company, Inc., of New York	 	New York	
Cananwill Corporation	 	Delaware	
Cananwill, Inc.	 	California	
Cananwill, Inc.	 	Pennsylvania	
Cananwill Premium Credit Trust	 	Delaware	
Cananwill Receivables Purchase Facility, L.L.C.	 	Delaware	
CICA SPE, LLC	 	Delaware	
Citadel Insurance Company	 	Texas	
Citadel Insurance Managers, Inc.	 	California	
Combined Insurance Company of America	 	Illinois	
Combined Life Insurance Company of New York	 	New York	
Cornerstone OnDemand, Inc.	 	Delaware	
DBH Resources, Inc.	 	California	
Emerald Specialty Holdings, Inc.	 	 	
Employee Benefit Communications, Inc.	 	Florida	
FFG Insurance Company	 	Texas	
Financial & Professional Risk Solutions Insurance Agency, Inc.	 	California	

 

Financial & Professional Risk Solutions, Inc.	 	Illinois	
Financial Advisory and Litigation Consulting Services, Inc.	 	New Jersey	
Gateway Alternatives, L.L.C.	 	Delaware	
Grant Park Capital, LLC	 	Delaware	
Hogg Robinson North America, Inc.	 	Delaware	
Holdco #1, Inc.	 	Delaware	
Holdco #2, Inc.	 	Delaware	
Huntington T. Block Insurance Agency, Inc.	 	District of Columbia	
Impact Forecasting, L.L.C.	 	Illinois	
International Risk Management (Americas), Inc.	 	Ohio	
IRM/GRC Holding Inc.	 	Delaware	
ISPP Purchasing Group	 	Missouri	
Johnson Rooney Welch, Inc.	 	California	
K & K Insurance Group of Florida, Inc.	 	Florida	
K & K Insurance Group, Inc.	 	Indiana	
K & K of Nevada, Inc.	 	Nevada	
McLagan Partners Asia, Inc.	 	Delaware	
McLagan Partners, Inc.	 	Delaware	
Membership Leasing Trust	 	Delaware	
Minet Holdings Inc.	 	New York	
Minet Re North America, Inc.	 	Georgia	
MPI Insurance Agency, Inc.	 	Missouri	
Mt. Franklin General Agency	 	Texas	
Muirfield Underwriters, Ltd.	 	Delaware	
OHM Services of Texas, Inc.	 	Texas	
Olympic Health Management Services, Inc.	 	Washington	
Olympic Health Management Systems, Inc.	 	Washington	
Paladin Reinsurance Corporation	 	New York	
Prairie State Underwriting Managers, L.L.C.	 	Illinois	
Premier Auto Finance, Inc.	 	Delaware	
Private Equity Partnership Structures I, LLC	 	Delaware	
Rath & Strong, Inc.	 	Massachusetts	
Redwoods Dental Underwriters, Inc.	 	North Carolina	
Risk Laboratories, LLC	 	Georgia	
Safetylogic.com, Inc.	 	Oregon	
Schirmer Engineering Corporation	 	Delaware	
Schirmer Engineering of Illinois P.C.	 	Illinois	
SINSER Management Services (Vermont), Inc.	 	Vermont	
SLE Worldwide, Inc.	 	Delaware	
Specialty Benefits, Inc.	 	Indiana	
Stenhouse Marketing Services Inc.	 	Delaware	
Sterling Life Insurance Company	 	Illinois	

 

The National Senior Membership Group Association	 	Washington	
Trans Caribbean Insurance Services, Inc.	 	U.S. Virgin Islands	
Underwriters Marine Services of Texas, Inc.	 	Texas	
Underwriters Marine Services, Inc.	 	Louisiana	
Valex Insurance Agency, Inc.	 	Texas	
Valley Oak Systems, Inc.	 	California	
VOL Properties Corporation	 	Delaware	
VSC SPE, LLC	 	Delaware	
WCS Global Holdings, Inc.	 	Delaware	
WedSafe, Inc.	 	California	
Wexford Underwriting Managers, Inc.	 	Delaware	
William Gallagher Associates of California, Inc.	 	California	
William Gallagher Associates of New Jersey, Inc.	 	New Jersey	
Worldwide Integrated Services Company	 	Texas	
Admiseg SA	 	Argentina	
Aon Assist Argentina SA	 	Argentina	
Aon Consulting Argentina SA	 	Argentina	
Aon Re Argentina Corredores de Reaseguro SA	 	Argentina	
Aon Re Argentina SA	 	Argentina	
Aon Risk Services Argentina SA	 	Argentina	
Marinaro Dundas SA	 	Argentina	
SN Re SA (Brichetto Sudamericana)	 	Argentina	
J.S. Johnson & Company (Turks & Caicos) Ltd	 	Bahamas	
J.S. Johnson & Company Ltd	 	Bahamas	
Aon Insurance Managers (Barbados) Ltd.	 	Barbados	
Anchor Reinsurance Company Ltd.	 	Bermuda	
Anchor Underwriting Managers Ltd.	 	Bermuda	
Aon (Bermuda) Ltd.	 	Bermuda	
Aon Group (Bermuda) Ltd.	 	Bermuda	
Aon Insurance Managers (Bermuda) Ltd	 	Bermuda	
International Risk Management Group Ltd	 	Bermuda	
NRC Reinsurance Company Ltd.	 	Bermuda	
Professional & General Insurance Company (Bermuda) Ltd	 	Bermuda	
White Rock Insurance (Americas) Ltd.	 	Bermuda	
Aon Bolivia SA Corredores de Seguros	 	Bolivia	
Aon Re Bolivia SA Correadores de Reaseguros	 	Bolivia	
Aon Affinity do Brasil Servicos e Corretora de Seguros S/C Ltda	 	Brazil	
Aon Group Corretagem, Administracao e Consultoria de Seguros Ltda	 	Brazil	
Aon Holdings Corretores de Seguros Ltda	 	Brazil	
Aon Finance N.S. 1, ULC	 	Canada	
Aon Canada Inc.	 	Canada	
Aon Reed Stenhouse Inc.	 	Canada	

 

Aon Parizeau Inc.	 	Canada	
Aon Risk Services Canada Inc.	 	Canada	
Risk Management Consultants of Canada Ltd.	 	Canada	
Aon Consulting Inc.	 	Canada	
Groupe-Conseil Aon Inc.	 	Canada	
Aon Direct Group Inc.	 	Canada	
Aon Wealth Management Inc.	 	Canada	
Aon Finance Canada 1 Corp.	 	Canada	
Aon Finance Canada 2 Corp.	 	Canada	
Aon Re Canada Inc.	 	Canada	
Aon Risconcept Inc.	 	Canada	
Aon Global Services Inc.	 	Canada	
Cananwill Canada Limited	 	Canada	
Minet Inc.	 	Canada	
RBH General Agencies (Canada) Inc.	 	Canada	
K&K Insurance Brokers, Inc. Canada	 	Canada	
Alexander & Alexander Services Canada Inc.	 	Canada	
Dominion Mutual Insurance Agency Ltd.	 	Canada	
Entertainment Management Insurance Services Inc.	 	Canada	
Aon Insurance Managers (Cayman) Ltd.	 	Cayman Islands	
Aon Risk Services (Cayman) Ltd.	 	Cayman Islands	
Imperial Investment Company	 	Cayman Islands	
Aon Andueza Sedgwick Nikols Corredores de Seguros SA	 	Chile	
Aon Consulting Chile Limitada	 	Chile	
Aon Re (Chile) Corredores de Reaseguros SA	 	Chile	
Aon Risk Services (Chile) SA	 	Chile	
Aon Risk Services Holdings (Chile) Ltda	 	Chile	
Excess Corredores de Reaseguros SA	 	Chile	
Nikols Chile SA	 	Chile	
Alexander & Davidson de Colombia Ltda	 	Colombia	
Aon Corporate Advisors Ltda	 	Colombia	
Aon Nikols Colombia Holdings SA	 	Colombia	
Aon Nikols Corredores de Reaseguros Ltda	 	Colombia	
Aon Re Columbia Ltda Corredores de Reaseguros	 	Colombia	
Aon Risk Services Colombia SA Corredores de Seguros	 	Colombia	
Bain Hogg Colombiana Ltd	 	Colombia	
Tecsefin SA	 	Colombia	

 

Aon Group Ecuador SA Intermediaria de Reaseguros	 	Ecuador	
Aon Risk Services Ecuador SA	 	Ecuador	
AIB Grenada Ltd	 	Grenada	
International Insurance Brokers Ltd.	 	Jamaica	
Agencia Interoceanica de Subscripcion y Administracion SA	 	Mexico	
AGISA SA	 	Mexico	
Alexander Howden y Asociados SA de CV	 	Mexico	
Aon Group Limited de Mexico, Intermediario de Reaseguro SA	 	Mexico	
Aon Mexico Business Support SA de CV	 	Mexico	
Aon Re Latinoamericana SA	 	Mexico	
Aon Re Mexico Intermediario de Reaseguros SA de CV	 	Mexico	
Aon Risk Services Agentes de Seguros y de Fianzas SA de CV	 	Mexico	
Bain Hogg Intermediario de Reaseguro SA de CV	 	Mexico	
Centurion, Agente de Seguros SA de CV	 	Mexico	
Combined Seguros Mexico SA de CV	 	Mexico	
PyP Reinsurance Solutions Intermediario de Reaseguro SA de CV	 	Mexico	
Union Centurion SA de CV	 	Mexico	
Aon (Panama) Ltd. SA	 	Panama	
Aon Broking Services SA	 	Panama	
Aon Insurance Managers (Panama) SA	 	Panama	
Aon Re Panama SA	 	Panama	
Frank B. Hall Re (Latin America) Inc.	 	Panama	
Tecsefin Centroamerica SA	 	Panama	
Tecsefin Guatamala	 	Panama	
Tecsefin Salvador	 	Panama	
Alarescu & B.I. Davis Asesores y Corredores de Seguros SA	 	Peru	
Alexander Howden del Peru SA Reinsurance Brokers	 	Peru	
Aon Re Peru Corredores Reaseguros SA	 	Peru	
Gil y Carvajal Iberoamerico SA	 	Peru	
Aon Risk Services of Puerto Rico	 	Puerto Rico	
JH Minet Puerto Rico Inc.	 	Puerto Rico	
Asesores y Corredores de Seguros SA	 	Rep. Dominica	
AIB St Lucia Ltd	 	St. Lucia	
Agostini Insurance Brokers Ltd	 	Trinidad	
AIB Insurances Ltd	 	Trinidad	
AIB Services Ltd	 	Trinidad	
Aon Energy Caribbean Ltd.	 	Trinidad	
R&M Reinsurance Intermediaries Ltd.	 	Trinidad	
Aon Re LatinAmerica SA	 	Uruguay	
JFS (Sudamerica) SA	 	Uruguay	
Marinaro Dundas SA	 	Uruguay	
Administradora Aon CA	 	Venezuela	

 

Aon Group Venezuela Corretaje de Reaseguros CA	 	Venezuela	
Aon Risk Services Venezuela, Corretaje de Seguros CA	 	Venezuela	
Alexander Howden Group (Australia) Ltd	 	Australia	
Alexander Howden Reinsurance Brokers Pty Ltd	 	Australia	
Aon Charitable Foundation Ltd.	 	Australia	
Aon CMT Nominees Pty Ltd.	 	Australia	
Aon Consulting Pty Ltd.	 	Australia	
Aon Corporation Australia Ltd.	 	Australia	
Aon Facultative Reinsurance Pty Ltd.	 	Australia	
Aon Financial Planning & Protection Ltd.	 	Australia	
Aon Financial Services Australia Holding Ltd	 	Australia	
Aon Financial Services Australia Pty Ltd	 	Australia	
Aon Holdings Australia Pty Limited	 	Australia	
Aon Re Australia Ltd.	 	Australia	
Aon Risk Services Australia Ltd.	 	Australia	
Aon Services Pty Ltd.	 	Australia	
Aon Superannuation Pty Ltd.	 	Australia	
Aon Wealth Management Ltd.	 	Australia	
Bain Hogg Australia Holdings Ltd	 	Australia	
Bain Hogg Australia Investments Pty Ltd.	 	Australia	
Bain Hogg Australia Ltd	 	Australia	
Cananwill Australia Pty Ltd.	 	Australia	
Freeman McMurrick Pty Ltd.	 	Australia	
Harbour Pacific Holdings Pty Ltd	 	Australia	
Harbour Pacific Underwriting Management Pty Ltd	 	Australia	
HIA Insurance Services Pty Ltd.	 	Australia	
Hotel Insurance Brokers Pty Ltd	 	Australia	
International Risk Management (Australia) Pty Ltd	 	Australia	
REI Insurance Brokers Pty Ltd	 	Australia	
Aon-Cofco Insurance Brokers Co. Ltd.	 	China	
Aon Asia Pacific Consulting (Shanghai) Co., Ltd.	 	China	
Aon Consulting Shenzhen Ltd.	 	China	
Aon (Fiji) Ltd.	 	Fiji	
Aon Insurance Micronesia (Guam) Inc	 	Guam	
Alexander & Alexander (Hong Kong) Holdings Ltd.	 	Hong Kong	
Alexander Lippo (Hong Kong) Ltd.	 	Hong Kong	
Aon (CR) Insurance Agencies Co. Ltd.	 	Hong Kong	
Aon (e-Commerce) Insurance Agencies Ltd.	 	Hong Kong	
Aon Agencies Hong Kong Ltd.	 	Hong Kong	
Aon Asia Ltd.	 	Hong Kong	
Aon Chevalier Risk Management Ltd.	 	Hong Kong	
Aon Claims Services Hong Kong Ltd.	 	Hong Kong	
Aon Consulting Hong Kong Ltd.	 	Hong Kong	

 

Aon Enterprise Insurance Agencies Hong Kong Ltd.	 	Hong Kong	
Aon Asia Pacific Limited	 	Hong Kong	
Aon Hong Kong Ltd.	 	Hong Kong	
Aon Insurance Agencies (HK) Ltd	 	Hong Kong	
Aon Insurance Management Agencies (HK) Limited	 	Hong Kong	
Aon Insurance Managers Hong Kong Limited	 	Hong Kong	
Aon Insurance Underwriting Agencies Hong Kong Ltd.	 	Hong Kong	
Aon Life Insurance Agencies (HK) Limited	 	Hong Kong	
Aon Private Clients Hong Kong Ltd.	 	Hong Kong	
Aon Re China Ltd.	 	Hong Kong	
Aon Services Hong Kong Limited	 	Hong Kong	
Aon Underwriting Agencies (Hong Kong) Ltd.	 	Hong Kong	
Essar Insurance Services Ltd.	 	Hong Kong	
Inchcape Insurance Brokers (HK) Ltd	 	Hong Kong	
Inchcape Insurance Holdings (HK) Ltd	 	Hong Kong	
Minet Hong Kong Ltd.	 	Hong Kong	
Aon Global Insurance Services (Pte) Ltd.	 	India	
Aon Global Risk Management Services	 	India	
PT Aon Indonesia	 	Indonesia	
PT Aon Reinsurance Brokers Indonesia	 	Indonesia	
Aon Affinity Agency Ltd.	 	Japan	
Aon Affinity Japan Ltd.	 	Japan	
Aon Reinsurance Japan Ltd.	 	Japan	
Aon Risk Services Japan Ltd.	 	Japan	
Aon Risk Specialist Ltd.	 	Japan	
Aon Korea Inc.	 	Korea	
Aon Natural Resources Asia Ltd.	 	Labuan	
Aon Insurance Agencies (Macau) Ltd.	 	Macau	
Aon Holdings Malaysia Sdn Bhd	 	Malaysia	
Aon Insurance Brokers (Malaysia) Sdn Bhd	 	Malaysia	
HHL Reinsurance Services Sdn Bhd	 	Malaysia	
Malaysian Medical Indemnity Sdn Bhd	 	Malaysia	
Agricultural Risk Management (Pacific) Ltd	 	New Zealand	
Aon Holdings New Zealand Ltd.	 	New Zealand	
Aon New Zealand Ltd.	 	New Zealand	
Superannuation Management Nominees Ltd.	 	New Zealand	
Aon Insurance Brokers (Pvt) Ltd.	 	Pakistan	
Aon Insurance and Reinsurance Brokers Philippines Inc.	 	Philippines	
Ayala Aon Risk Services, Inc.	 	Philippines	
Burnie Enterprises Ltd.	 	PNG	
Aon Consulting (PNG) Ltd.	 	PNG	
Aon Risk Services (PNG) Ltd.	 	PNG	

 

Aon Insurance Micronesia (Saipan) Inc	 	Saipan	
Alexander & Alexander Asia Holdings Pte. Ltd.	 	Singapore	
Alexander & Alexander Pte. Ltd.	 	Singapore	
Alexander Howden Far East Pte. Ltd.	 	Singapore	
Alexander Howden Group (Asia) Pte. Ltd.	 	Singapore	
Aon Consulting (Singapore) Pte. Ltd.	 	Singapore	
Aon Insurance Agencies Pte. Ltd.	 	Singapore	
Aon Re Asia Pte Ltd.	 	Singapore	
Aon Risk Services Singapore (Insurance Brokers) Pte. Ltd.	 	Singapore	
Hudig Langeveldt Pte Ltd.	 	Singapore	
Le Blanc de Nicolay (Asia) International Pte Ltd.	 	Singapore	
Minet Singapore Pte. Ltd.	 	Singapore	
Stenhouse (South East Asia) Pte. Ltd.	 	Singapore	
Aon Risk Management Services, Inc.	 	Taiwan	
Aon Risk Services Taiwan Ltd.	 	Taiwan	
HHL (Taiwan) Ltd.	 	Taiwan	
Minet Taiwan Ltd	 	Taiwan	
Yin Wha Insurance Agency Co. Ltd.	 	Taiwan	
Aon Consulting (Thailand) Ltd.	 	Thailand	
Aon Group (Thailand) Ltd.	 	Thailand	
Aon Re (Thailand) Ltd.	 	Thailand	
Aon Risk Services (Thailand) Ltd.	 	Thailand	
Aon (Thailand) Ltd.	 	Thailand	
Aon (Vanuatu) Ltd.	 	Vanuatu	
Aon Vietnam Limited	 	Vietnam	
Aon Risk Services (Western Samoa) Ltd.	 	W. Samoa	
Aon Angola Corretores de Seguros Limitada	 	Angola	
Aon Holdings Austria GmbH	 	Austria	
Aon Jauch & Hubener Employee Benefit Consulting Ges.mbH	 	Austria	
Aon Jauch & Hubener GmbH	 	Austria	
Aon Ruckversicherungsmakler Ges.mbH	 	Austria	
ASTA Versicherungsburo Dr.Jur. F. Nitsche Beratungen und Vermittlungen GmbH	 	Austria	
Versicherungsmaklerburo Hans Windisch-Graetz GmbH	 	Austria	
Winfried Bonn Versicherungsberatungs- und Vermitlungs GmbH	 	Austria	
Aon Azeri Insurance & Reinsurance Brokers Company	 	Azerbaijan	
Nicholson Leslie Investments Azeri	 	Azerbaijan	
Aon Re Middle East WLL	 	Bahrain	
Aegenion NV/SA	 	Belgium	
Aon Belgium NV	 	Belgium	
Aon Consulting Belgium SA	 	Belgium	
Aon Re Belgium NV	 	Belgium	

 

Compagnie Franco-Belge d’Investissement et de Placements	 	Belgium	
CRION NV	 	Belgium	
Probabilitas NV/SA	 	Belgium	
Aon Botswana (Pty) Ltd.	 	Botswana	
Aon Holdings Botswana (Pty) Ltd.	 	Botswana	
Aon Risk Management (Pty) Ltd.	 	Botswana	
Associated Fund Administrators Botswana (Pty) Ltd.	 	Botswana	
Vassal Properties (Pty) Ltd.	 	Botswana	
Aon Bulgaria EOOD	 	Bulgaria	
Aon Insurance Brokerage and Risk Management Ltd.	 	Croatia	
Aon Stach Ceska republika spol sro	 	Czech Rep.	
Stach & IP as	 	Czech Rep.	
Stach Pojistovaci Management sro	 	Czech Rep.	
Aon Denmark A/S	 	Denmark	
Aon Denmark Insurance Services A/S	 	Denmark	
Aon Private Consulting A/S	 	Denmark	
AS Aon Eesti Kindlustusmaakler	 	Estonia	
Riskikonsultatsioonid OÜ	 	Estonia	
Aon Finland Oy	 	Finland	
Aon Monia Oy	 	Finland	
Accuracy SAS	 	France	
Aon Conseil et Courtage SA	 	France	
Aon France SA	 	France	
Aon Holdings France SNC	 	France	
British Continental and Overseas Agencies (BCOA) SA	 	France	
JK & Associes SA	 	France	
Societe Centrale de Courtage d’Assurances (SOCECA)	 	France	
Aon Georgia Insurance & Reinsurance Brokers & Consultants LLC	 	Georgia	
Aon Credit International Insurance Broker GmbH	 	Germany	
Aon Jauch & Hubener Consulting GmbH	 	Germany	
Aon Jauch & Hubener GmbH	 	Germany	
Aon Jauch & Hubener Holdings GmbH	 	Germany	
Aon Jauch & Hubener Privates Vorsorgemanagement GmbH	 	Germany	
Aon Risiko & Versicherungsberatung GmbH	 	Germany	
Aon Wolff & Mueller GmbH	 	Germany	
AV Agrar Versicherungsmakler GmbH	 	Germany	
Carstens & Schues GmbH	 	Germany	
CIA Deutschland Gmbh	 	Germany	
Hamburger Gesellschaft zur Forderung des Verssicherungswesens mbH	 	Germany	
Industrieschutz Insurance Brokers GmbH	 	Germany	
J&H Beteilgung GmbH	 	Germany	
J&H Beteilgungsmanagement KG & CoKG	 	Germany	

 

Karl Alt & Co. GmbH	 	Germany	
PRORuCK Ruckversicherungs AG	 	Germany	
PROXX Aktiengesellschaft	 	Germany	
UNIT GmbH	 	Germany	
UNIT Versicherungsmakler GmbH & Co. KG	 	Germany	
UNITA Unternehmensberatung GmbH	 	Germany	
Wacus Delkredere Management GmbH	 	Germany	
Westdeutsches Versicherungskontor Bruno Gervais GmbH	 	Germany	
Aon Hellas AE	 	Greece	
Aon Hellas EPE	 	Greece	
Aon Turner Reinsurance Services SA	 	Greece	
Aon Magyarorszag Alkusz Kft	 	Hungary	
Aon Tanacsado es Penztarszolgaltao Reszventytarsas	 	Hungary	
Aon Credit International Insurance Broker GmbH	 	Hungary	
Aon Iceland ehf	 	Iceland	
Alexander & Alexander Ireland Ltd	 	Ireland	
Alexander Coyle Hamilton Ltd.	 	Ireland	
Aon Beech Hill Ltd	 	Ireland	
Aon Beech Hill Pension Trustees Ltd	 	Ireland	
Aon Investments Holdings Ireland Limited	 	Ireland	
Aon MacDonagh Boland Group Ltd	 	Ireland	
Aon Risk Services (Ireland) Ltd	 	Ireland	
Barrett, Heggarty, Moloney Ltd	 	Ireland	
Finance and Pension Solutions Ltd	 	Ireland	
J H Minet (Insurance) Ltd	 	Ireland	
Kininmonth Ltd	 	Ireland	
Lowndes Lambert Insurance Ltd	 	Ireland	
MacDonagh Boland Crotty MacRedmond Ltd	 	Ireland	
MacDonagh Boland Cullen Duggan Ltd	 	Ireland	
MacDonagh Boland Foley Woollam Ltd	 	Ireland	
Private Client Trustees Ltd.	 	Ireland	
Redmond Insurances Ltd	 	Ireland	
Redmond Life & Pensions Ltd.	 	Ireland	
SINSER (Ireland) Ltd.	 	Ireland	
Sumner & McMillen (Ireland) Ltd	 	Ireland	
Toal Holdings Ltd	 	Ireland	
Toal Insurances Ltd	 	Ireland	
Toal Life & Pension Ltd	 	Ireland	
Aon McMillen Ltd	 	Ireland (Northern)	
Pinerich Ltd	 	Ireland (Northern)	
Aminim International Underwriters of Insurance Agencies (1990) Ltd.	 	Israel	
Aon Israel Insurance Brokerage Ltd.	 	Israel	

 

Aon Holdings Israel Ltd.	 	Israel	
Aon Re Special Risks (Israel) Ltd	 	Israel	
I. Beck Insurance Agency (1994) Ltd.	 	Israel	
Kamor Insurance Agency (2003) Ltd.	 	Israel	
National Insurance Office Ltd.	 	Israel	
Ronnie Elementary Insurance Agency Ltd	 	Israel	
Traklin Insurance Brokers (1997) Ltd.	 	Israel	
ALPI Marittime Insurance Brokers Srl	 	Italy	
Aon Insurance Services Srl	 	Italy	
Aon Italia SpA	 	Italy	
Aon Nikols Adriatica Srl	 	Italy	
Aon Nikols Torino Srl	 	Italy	
Aon Personal Line Srl	 	Italy	
Aon Re Italia Srl	 	Italy	
Aon Risk Management and Consulting	 	Italy	
Aon SpA Insurance & Reinsurance Brokers	 	Italy	
Aon Trieste Srl	 	Italy	
Asscom Insurance Brokers Srl	 	Italy	
Assidea & Antares Srl	 	Italy	
Assidea & Delta Srl	 	Italy	
Cambiaso Risso & C. (Savona) Srl	 	Italy	
Cambiasso Risso & C. (Insurance Brokers) Srl	 	Italy	
Canapone Srl	 	Italy	
CB Broker Srl	 	Italy	
CR Auto & Persone Srl	 	Italy	
CR Energy	 	Italy	
CR Marine Srl	 	Italy	
CRS Insurance Brokers Srl	 	Italy	
De Spirt Marine Insurance Brokers Srl	 	Italy	
Gava Broker Srl	 	Italy	
IDR Milan (Ingegneria del Rischio Srl)	 	Italy	
Ignazio Esposito de Raffaele Srl	 	Italy	
Lenzi Broker Assicuraz Srl	 	Italy	
Orseolo Assecurazioni Srl	 	Italy	
PL Ferrari & Co. Srl	 	Italy	
Praesidium SpA	 	Italy	
Insurance Broker Aon Kazakhstan LLP	 	Kazakhstan	
Aon Consulting Ltd.	 	Kenya	
Aon Minet Insurance Brokers Ltd.	 	Kenya	
Minken Properties Ltd.	 	Kenya	
Aon Latvia Sia	 	Latvia	
Aon Consulting Lesotho (Pty) Ltd.	 	Lesotho	

 

Aon Lesotho (Pty) Ltd.	 	Lesotho	
Aon Insurance Managers (Liechtenstein) Ltd.	 	Liechtenstein	
UADBB Aon Lietuva	 	Lithuania	
ACSG (Europe) SA	 	Luxembourg	
Aon Insurance Managers (Luxembourg) SA	 	Luxembourg	
Aon Luxembourg SA	 	Luxembourg	
Aon Risk Services (Europe) SA	 	Luxembourg	
Auscomar SA	 	Luxembourg	
Aon Global Risk Consulting Luxembourg Sarl	 	Luxembourg	
RISSA	 	Luxembourg	
SINSER (Luxembourg) Ltd.	 	Luxembourg	
White Rock Reinsurance SA	 	Luxembourg	
Aon Malawi Ltd.	 	Malawi	
Aon Mauritius Holdings Ltd.	 	Mauritius	
SMATIM sam (PL Ferrari)	 	Monaco	
Aon Acore Sarl	 	Morocco	
Casablanca Mediation Company Sarl	 	Morocco	
Aon Mocambique - Corretores de Seguros Ltd.	 	Mozambique	
Aon Antillen NV	 	Neth. Antilles	
Aon Aruba NV	 	Neth. Antilles	
Aon Captive Services Antilles NV	 	Neth. Antilles	
Aon Captive Services Aruba NV	 	Neth. Antilles	
Aon Holdings Antillen NV	 	Neth. Antilles	
Aon Insurance Managers (Antillen) NV	 	Neth. Antilles	
Alexander & Alexander BV	 	Netherlands	
Alexander & Alexander Holding BV	 	Netherlands	
Aon Accuracy B.V.	 	Netherlands	
Aon Africa BV	 	Netherlands	
Aon Americas Holdings BV	 	Netherlands	
Aon Asia Insurance Services BV	 	Netherlands	
Aon Captive Services (Nederland) BV	 	Netherlands	
Aon Consulting Nederland CV	 	Netherlands	
Aon Fiduciary Cash Management BV	 	Netherlands	
Aon Groep Nederland BV	 	Netherlands	
Aon Group International BV	 	Netherlands	
Aon Holdings BV	 	Netherlands	
Aon Holdings International BV	 	Netherlands	
Aon Hudig-Schreinemacher vof	 	Netherlands	
Aon International BV	 	Netherlands	
Aon makelaars in assurantien BV	 	Netherlands	
Aon Nederland CV	 	Netherlands	
Aon Netherlands BV	 	Netherlands	

 

Aon Nikols Chile BV	 	Netherlands	
Aon Nikols Latin America BV	 	Netherlands	
Aon Participations BV	 	Netherlands	
Aon Re Netherlands CV	 	Netherlands	
Aon Risk Consultants BV	 	Netherlands	
Aon Southern Europe BV	 	Netherlands	
Aon Verzuim Management BV	 	Netherlands	
Asharo BV	 	Netherlands	
Assurantie Advies Nederland BV	 	Netherlands	
Assurantie Groep Langeveldt CV	 	Netherlands	
Australian Restructuring 2001 CV	 	Netherlands	
B.H. Insurance Holdings B.V	 	Netherlands	
Bekouw Mendes CV	 	Netherlands	
Beursstraat 1A BV	 	Netherlands	
Bloemers & Co. Herverzekering BV	 	Netherlands	
Blom van der Aa Holding BV	 	Netherlands	
Bonnikeplein 18-22 BV	 	Netherlands	
BV Algemeen Assurantiekantoor Schreinemacher	 	Netherlands	
BV Assurantiekantoor Langeveldt Schroder	 	Netherlands	
Catz & Lips BV	 	Netherlands	
Celinvest Amsterdam BV	 	Netherlands	
Consultas NV	 	Netherlands	
CV ‘t Huys ter Merwe	 	Netherlands	
D. Hudig & Co. BV	 	Netherlands	
De Admiraal BV	 	Netherlands	
Dorhout Mees Assurantien BV	 	Netherlands	
Elektrorisk Beheer BV	 	Netherlands	
Firma A.J. Driessen CV	 	Netherlands	
Heerkens Thijsen & Co. BV	 	Netherlands	
Heerkens Thijsen Caviet vof	 	Netherlands	
Heerkens Thijsen Groep BV	 	Netherlands	
Hudig-Langeveldt (Pensioenbureau) BV	 	Netherlands	
Hudig-Langeveldt (Reinsurance) BV	 	Netherlands	
Hudig-Langeveldt Makelaardij in Assurantien BV	 	Netherlands	
Jacobs & Brom BV	 	Netherlands	
Kerkenbos 1061 BV	 	Netherlands	
Laan van de Vrede 1 BV	 	Netherlands	
Langeveldt de Vos BV	 	Netherlands	
Langeveldt Groep BV	 	Netherlands	
Moes & Caviet Last BV	 	Netherlands	
NV Verzekering Maatschappij van 1890	 	Netherlands	
Ruud van der Pol BV	 	Netherlands	

 

Schogt Scholte & Co. BV	 	Netherlands	
VVG Verzekerd Vastgoed Holding BV	 	Netherlands	
Wilhelminapark 1 BV	 	Netherlands	
Hogg Robinson Nigeria	 	Nigeria	
Medexia Ltd	 	Nigeria	
Aon Grieg AS	 	Norway	
Minet AS	 	Norway	
Norwegian Insurance Partners AS	 	Norway	
Aon Majan LLC	 	Oman	
Aon Affinity sp zoo	 	Poland	
Aon Polska sp zoo	 	Poland	
Carstens & Schues Poland Ltd.	 	Poland	
Aon Portugal - Corretores de Seguros SA	 	Portugal	
Aon Portugal Consultores Lda	 	Portugal	
Aon Re Bertoldi Corretagem de Resseguros SA	 	Portugal	
Nikols Portugal Mediacao de Seguros Lda	 	Portugal	
Aon Motor - Gestao, Compra e Venda e Manutencao de Automoveis Lda	 	Portugal	
Aon Romania Broker de Asigurare - re asigurare SRL	 	Romania	
Aon Shared Services Eastern Europe SRL	 	Romania	
Business Risk Consultants (Brisk) SRL	 	Romania	
Aon Rus Insurance Brokers LLC	 	Russia	
Vendome International Vostok Sarl	 	Russia	
ZAO Aon Insurance Brokers	 	Russia	
Aon Saudi Arabia E.C	 	Saudi Arabia	
Aon RM Posredovanje doo	 	Serbia & M.	
Aon Slovensko spol sro	 	Slovakia	
Jauch & Hubener spol sro	 	Slovakia	
Stach & KB as	 	Slovakia	
Aon Consulting South Africa (Pty) Ltd.	 	South Africa	
Aon Risk Services (Pty) Ltd.	 	South Africa	
Aon South Africa (Pty) Ltd.	 	South Africa	
Mafube Risk and Insurance Consultants (Pty) Ltd.	 	South Africa	
QED Actuaries & Consultants	 	South Africa	
Alternative Indemnity Markets SA	 	Spain	
Aon Accuracy SA	 	Spain	
Aon Direct Group Espana SL	 	Spain	
Aon Gil y Carvajal Consulting SA	 	Spain	
Aon Gil y Carvajal Correduria de Seguros SA	 	Spain	
Aon Gil y Carvajal Flotas SA	 	Spain	
Aon Holdings Sub-Sahara Africa (Pty) Ltd.	 	Spain	
Aon Re Iberia, Correduria de Reaseguros SA	 	Spain	
Aon Southern Europe y Cia SC	 	Spain	

 

Asevasa Asesoramiento y Valoraciones SA	 	Spain	
Consultoria de Vida y Pensiones SA	 	Spain	
Control de Riesgos SA	 	Spain	
Correduria de Seguros Lavani SL	 	Spain	
Global y Control Services SA	 	Spain	
Hacecor Tecnica SA	 	Spain	
Mantenimiento Gestion de Renting y Administration de Flotas SA	 	Spain	
Swaziland Insurance Brokers (Pty) Ltd.	 	Swaziland	
Swaziland Construction Insurance Brokers (Pty) Ltd.	 	Swaziland	
Swaziland Corporate Risk Management (Pty) Ltd.	 	Swaziland	
AIM Sweden AB	 	Sweden	
Aon Sweden AB	 	Sweden	
FörsäkringsUtveckling A&S	 	Sweden	
SINSER Holding AB	 	Sweden	
Anglo-Swiss Reinsurance Brokers Ltd	 	Switzerland	
Aon (Schweiz) AG	 	Switzerland	
Aon Chuard Consulting AG	 	Switzerland	
Aon Tanzania Ltd.	 	Tanzania	
So.car.gest SA	 	Tunisia	
Aon Sigorta ve Reasuran Brokerligi ve Danismanlik AS	 	Turkey	
NC Sigorta ve Reasurans Brokerlioi AS	 	Turkey	
Aon Middle East	 	UAE	
Aon Uganda Ltd.	 	Uganda	
Aon Ukraine LLC	 	Ukraine	
Aon Zambia Ltd	 	Zambia	
Aon Consulting (Pvt) Ltd.	 	Zimbabwe	
Aon Zimbabwe (Private) Ltd	 	Zimbabwe	
Minerva Holdings (Private) Ltd	 	Zimbabwe	
Andes Global Ltd.	 	BVI	
SINSER (Gibraltar) Ltd.	 	Gibraltar	
Alexander & Alexander (CI) Ltd	 	Guernsey	
Aon Services (Guernsey) Ltd	 	Guernsey	
Artemis Securities Ltd.	 	Guernsey	
Leslie & Godwin (CI) Ltd.	 	Guernsey	
Minet Benefit Services International Ltd	 	Guernsey	
Minet Holdings Guernsey Ltd	 	Guernsey	
SINSER (Guernsey) Limited	 	Guernsey	
Aon (Isle of Man) Ltd	 	Isle of Man	
Caledonian Management Ltd.	 	Isle of Man	
SINSER (Isle of Man) Ltd.	 	Isle of Man	
SINSER Services Ltd.	 	Isle of Man	
IRISC (Jersey) Ltd.	 	Jersey	

 

Agricultural Risk Management Ltd	 	UK	
Aircrew Underwriting Agencies Ltd	 	UK	
Alexander & Alexander Europe Ltd	 	UK	
Alexander & Alexander Ltd	 	UK	
Alexander & Alexander Services UK Ltd	 	UK	
Alexander Clay	 	UK	
Alexander Howden Holdings Ltd	 	UK	
Alexander Howden International Ltd	 	UK	
Alexander Howden UK Ltd	 	UK	
Alexander Stenhouse & Partners Ltd	 	UK	
Alexander Stenhouse Ltd	 	UK	
Aon 04 Ltd	 	UK	
Aon 05 Ltd	 	UK	
Aon 2004 Ltd	 	UK	
Aon 2007 Ltd.	 	UK	
Aon Adjudication Services Ltd	 	UK	
Aon Alexander & Alexander U.K. Pension Trustees Ltd	 	UK	
Aon Capital Markets Ltd	 	UK	
Aon Consulting Financial Services Ltd	 	UK	
Aon Consulting Group Ltd	 	UK	
Aon Consulting Ltd	 	UK	
Aon Entertainment Risk Services Ltd	 	UK	
Aon Finance Ltd	 	UK	
Aon Fiscal Representatives Limited	 	UK	
Aon Forfaiting Ltd	 	UK	
Aon Global Risk Consultants Ltd	 	UK	
Aon Holdings UK	 	UK	
Aon India Ltd	 	UK	
Aon Ltd	 	UK	
Aon Motor Accident Management Ltd	 	UK	
Aon No 1 Ltd	 	UK	
Aon Nominees Ltd	 	UK	
Aon Overseas Holdings Ltd	 	UK	
Aon Pension Trustees Ltd	 	UK	
Aon Premium Finance Ltd.	 	UK	
Aon Re Special Risks Ltd	 	UK	
Aon Risk Services Holdings UK Ltd	 	UK	
Aon Risk Services UK Ltd	 	UK	
Aon Services Group Ltd	 	UK	
Aon SIPP Trustees Ltd	 	UK	
Aon Trust Corporation Ltd	 	UK	
Aon UK Holdings Intermediaries Ltd	 	UK	

 

Aon UK Ltd	 	UK	
Aon UK Trustees Ltd	 	UK	
Aon Warranty Group Europe Ltd	 	UK	
Artscope International Insurances Services Ltd	 	UK	
AUM Group Ltd	 	UK	
AV-VACS Security and Homecare Systems Ltd	 	UK	
B L Carnie Hogg Robinson Ltd	 	UK	
Bain Clarkson Ltd	 	UK	
Bain Hogg Group Ltd	 	UK	
Bain Hogg Holdings Ltd	 	UK	
Bain Hogg International Holdings Ltd	 	UK	
Bain Hogg International Ltd	 	UK	
Bain Hogg Management Ltd	 	UK	
Bankassure Insurance Services Ltd	 	UK	
Beazley Finance Ltd.	 	UK	
Beazley Dedicated Ltd.	 	UK	
Broadgate Holdings Ltd	 	UK	
Burlington Insurance Services Ltd	 	UK	
C.A.D Consultants Ltd	 	UK	
Cab-Line Insurance Services Ltd.	 	UK	
Camperdown 102 Ltd	 	UK	
Cananwill Europe Ltd	 	UK	
Clarkson Puckle Group Ltd	 	UK	
Clarkson Puckle Ltd	 	UK	
Clarkson Puckle Overseas Holdings Ltd	 	UK	
Clear-A-Debt Ltd	 	UK	
Codiac Ltd	 	UK	
Combined International Services Ltd	 	UK	
CoSec 2000 Ltd	 	UK	
Cutlers Investments	 	UK	
Downes & Burke (Special Risks) Ltd	 	UK	
European Risk Management Ltd	 	UK	
Firebond.com Limited	 	UK	
Footman James & Company Ltd.	 	UK	
Footman James Management Ltd.	 	UK	
Footman James Services Ltd.	 	UK	
Footman James UK Limited	 	UK	
Gardner Mountain & Capel-Cure Agencies Ltd	 	UK	
Gardner Mountain Financial Services Ltd	 	UK	
Gil y Carvajal Ltd	 	UK	
Gwelforth Ltd	 	UK	
H.A.R.B. Ltd	 	UK	

 

Halford, Shead & Co. Ltd	 	UK	
Hogg Group Ltd	 	UK	
Hogg Group Overseas Ltd	 	UK	
Howden Management & Data Services Ltd	 	UK	
HRGM Cargo Ltd	 	UK	
HRGM Management Services Ltd	 	UK	
Hydrocarbon Risk Consultants Ltd	 	UK	
Intellectual Property Risk Solutions Ltd	 	UK	
International Risk Management (Europe) Ltd	 	UK	
IRISC Claims Management Ltd	 	UK	
IRMG (UK) Holdings Ltd	 	UK	
J H Minet Agencies Ltd	 	UK	
J H Minet Reinsurance Services Ltd	 	UK	
Jauch & Hubener Reinsurance Services Ltd.	 	UK	
Jenner Fenton Slade Group Ltd	 	UK	
Jenner Fenton Slade Ltd	 	UK	
Jenner Fenton Slade Reinsurance Services Ltd	 	UK	
Leslie & Godwin (UK) Ltd	 	UK	
Leslie & Godwin Group Ltd	 	UK	
Leslie & Godwin Investments Ltd	 	UK	
Leslie & Godwin Ltd	 	UK	
Macey Williams Ltd	 	UK	
Media/Professional Insurance Agency Ltd	 	UK	
Minet Consultancy Services Ltd	 	UK	
Minet Employees’ Trust Company Ltd	 	UK	
Minet Group	 	UK	
Minet Group Holdings	 	UK	
Minet Ltd	 	UK	
Needham Jobson & Co Ltd	 	UK	
Netherlands Construction Insurance Services Ltd	 	UK	
Nicholson Chamberlain Colls Group Ltd	 	UK	
Nicholson Leslie Agencies Ltd	 	UK	
Nicholson Leslie Investments Ltd	 	UK	
Nicholson Leslie Ltd	 	UK	
Nicholson Leslie Property Ltd	 	UK	
Powermile Limited	 	UK	
Premier Bike Insurance Services Ltd.	 	UK	
Prescot Insurance Holdings Ltd	 	UK	
Rollins Hudig Hall (Nederland) Ltd	 	UK	
SLE Worldwide Ltd	 	UK	
Sorim Services (1987) Ltd	 	UK	
Special Risk Services Ltd	 	UK	

 

Special Risk Services Underwriting Agency Ltd	 	UK	
Speciality Investment 004 Ltd	 	UK	
Spicafab Ltd	 	UK	
The Alexander Consulting Group Ltd	 	UK	
The Bike Broker Ltd.	 	UK	
UA Combined Investment Company Ltd	 	UK	
Water for Fish Ltd	 	UK	
Waterfall Investments Ltd.	 	UK	
Xchanging Broking Services Ltd	 	UK	
Z/Yen Limited	 	UK	

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 Exhibit 23
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Aon Corporation
        We consent to the incorporation by reference in the Registration Statements of Aon Corporation described in the following table of our reports dated February 27, 2008, with respect to the consolidated financial statements and schedule of Aon Corporation, and the effectiveness of internal control over financial reporting of Aon Corporation, included in this Annual Report (Form 10-K) for the year ended December 31, 2007.
        We consent to the incorporation by reference in the following Registration Statements:

Registration Statement
	 	 	
Form	 	Number	 	Purpose	
	
S-8	 	33-27984	 	Pertaining to Aon's savings plan	
S-8	 	33-42575	 	Pertaining to Aon's stock award plan and stock option plan	
S-8	 	33-59037	 	Pertaining to Aon's stock award plan and stock option plan	
S-3	 	333-50607	 	Pertaining to the registration of 369,000 shares of common stock	
S-8	 	333-55773	 	Pertaining to Aon's stock award plan, stock option plan, and employee stock purchase plan	
S-3	 	333-78723	 	Pertaining to the registration of debt securities, preferred stock and common stock	
S-4	 	333-57706	 	Pertaining to the registration of up to 3,852,184 shares of common stock	
S-3	 	333-74364	 	Pertaining to the registration of debt securities, preferred stock, common stock, share purchase contracts, and share purchase units	
S-3	 	333-100466	 	Pertaining to the registration as amended of 2,707,018 shares of common stock	
S-8	 	333-103344	 	Pertaining to the registration of common stock	
S-8	 	333-106584	 	Pertaining to Aon's deferred compensation plan	
S-3	 	333-134918	 	Pertaining to the registration of debt securities, preferred stock, common stock, convertible securities, share purchase contracts, share purchase units and guarantees	
S-8	 	333-145928	 	Pertaining to the registration of common stock	
S-8	 	333-145930	 	Pertaining to the registration of common stock underlying equity securities issued to Aon's president and chief executive officer	
	
/s/ ERNST & YOUNG LLP
Chicago, Illinois
February 27, 2008

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Exhibit 23

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 Exhibit 31.1
CERTIFICATIONS
        I, Gregory C. Case, the Chief Executive Officer of Aon Corporation, certify that:
1.
I have reviewed this annual report on Form 10-K of Aon Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report.

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 27, 2008	/s/   GREGORY C. CASE       

Gregory C. Case
Chief Executive Officer	

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Exhibit 31.1
CERTIFICATIONS

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 Exhibit 31.2
CERTIFICATIONS
        I, David P. Bolger, the Chief Financial Officer of Aon Corporation, certify that:
1.
I have reviewed this annual report on Form 10-K of Aon Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report.

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 27, 2008	/s/   DAVID P. BOLGER       

David P. Bolger
Chief Financial Officer	

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Exhibit 31.2
CERTIFICATIONS

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 Exhibit 32.1

 Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
        I, Gregory C. Case, the Chief Executive Officer of Aon Corporation (the " Company "), certify that (i) the Annual Report on Form 10-K of the Company for the year ended December 31, 2007 (the " Report ") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	/s/   GREGORY C. CASE       

Gregory C. Case
Chief Executive Officer
February 27, 2008	

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Exhibit 32.1
Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

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 Exhibit 32.2
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
        I, David P. Bolger, the Chief Financial Officer of Aon Corporation (the " Company "), certify that (i) the Annual Report on Form 10-K of the Company for the year ended December 31, 2007 (the " Report ") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	/s/   DAVID P. BOLGER       

David P. Bolger
Chief Financial Officer
February 27, 2008	

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Exhibit 32.2
Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code