UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011
 
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	 	36-3051915	
(State or Other Jurisdiction of	 	(I.R.S. Employer	
Incorporation or Organization)	 	Identification No.)	

200 E. RANDOLPH STREET, CHICAGO, ILLINOIS	 	60601	
(Address of Principal Executive Offices)	 	(Zip Code)	
 
(312) 381-1000
(Registrant’s Telephone Number,
Including Area Code)
 
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  x    NO  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES  x    NO  o
 
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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	 	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 x
 
Number of shares of common stock, $1.00 par value, outstanding as of March 31, 2011:  330,540,849

 

 
Part I Financial Information
ITEM 1. FINANCIAL STATEMENTS
Aon Corporation
Condensed Consolidated Statements of Income
(Unaudited)

 	 	Three Months Ended	 	
(millions, except per share data) 	 	Mar. 31,
2011	 	Mar. 31,
2010	 	
Revenue	 	 	 	 	 	
Commissions, fees and other	 	$	2,748	 	$	1,891	 	
Fiduciary investment income	 	11	 	13	 	
Total revenue	 	2,759	 	1,904	 	
 	 	 	 	 	 	
Expenses	 	 	 	 	 	
Compensation and benefits	 	1,597	 	1,163	 	
Other general expenses	 	766	 	468	 	
Total operating expenses	 	2,363	 	1,631	 	
Operating income	 	396	 	273	 	
Interest income	 	6	 	1	 	
Interest expense	 	(63	)	(34	)	
Other income	 	17	 	7	 	
Income from continuing operations before income taxes	 	356	 	247	 	
Income taxes	 	103	 	61	 	
Income from continuing operations	 	253	 	186	 	
 	 	 	 	 	 	
Income from discontinued operations before income taxes	 	4	 	2	 	
Income taxes	 	2	 	2	 	
Income from discontinued operations	 	2	 	—	 	
 	 	 	 	 	 	
Net income	 	255	 	186	 	
Less: Net income attributable to noncontrolling interests	 	9	 	8	 	
Net income attributable to Aon stockholders	 	$	246	 	$	178	 	
 	 	 	 	 	 	
Net income attributable to Aon stockholders	 	 	 	 	 	
Income from continuing operations	 	$	244	 	$	178	 	
Income from discontinued operations	 	2	 	—	 	
Net income	 	$	246	 	$	178	 	
Basic net income per share attributable to Aon stockholders	 	 	 	 	 	
Continuing operations	 	$	0.72	 	$	0.65	 	
Discontinued operations	 	—	 	—	 	
Net income	 	$	0.72	 	$	0.65	 	
 	 	 	 	 	 	
Diluted net income per share attributable to Aon stockholders	 	 	 	 	 	
Continuing operations	 	$	0.71	 	$	0.63	 	
Discontinued operations	 	—	 	—	 	
Net income	 	$	0.71	 	$	0.63	 	
 	 	 	 	 	 	
Cash dividends per share paid on common stock	 	$	0.15	 	$	0.15	 	
Weighted average common shares outstanding - basic	 	339.4	 	275.9	 	
Weighted average common shares outstanding - diluted	 	345.4	 	283.4	 	
 
See accompanying notes to the Condensed Consolidated Financial Statements (unaudited).
 
2 

 
Aon Corporation
Condensed Consolidated Statements of Financial Position

(millions, except share data) 	 	Mar. 31,
2011	 	Dec. 31,
2010	 	
 	 	(Unaudited)	 	 	 	
ASSETS	 	 	 	 	 	
 	 	 	 	 	 	
CURRENT ASSETS	 	 	 	 	 	
Cash and cash equivalents	 	$	682	 	$	346	 	
Short-term investments	 	589	 	785	 	
Receivables, net	 	2,650	 	2,701	 	
Fiduciary assets	 	10,609	 	10,063	 	
Other current assets	 	681	 	624	 	
Total Current Assets	 	15,211	 	14,519	 	
Goodwill	 	8,895	 	8,647	 	
Intangible assets, net	 	3,547	 	3,611	 	
Fixed assets, net	 	791	 	781	 	
Investments	 	318	 	312	 	
Other non-current assets	 	1,040	 	1,112	 	
TOTAL ASSETS	 	$	29,802	 	$	28,982	 	
 	 	 	 	 	 	
LIABILITIES AND EQUITY	 	 	 	 	 	
LIABILITIES	 	 	 	 	 	
CURRENT LIABILITIES	 	 	 	 	 	
Fiduciary liabilities	 	$	10,609	 	$	10,063	 	
Short-term debt and current portion of long-term debt	 	502	 	492	 	
Accounts payable and accrued liabilities	 	1,544	 	1,810	 	
Other current liabilities	 	604	 	584	 	
Total Current Liabilities	 	13,259	 	12,949	 	
Long-term debt	 	4,409	 	4,014	 	
Pension and other post employment liabilities	 	1,849	 	1,896	 	
Other non-current liabilities	 	1,798	 	1,817	 	
TOTAL LIABILITIES	 	21,315	 	20,676	 	
 	 	 	 	 	 	
EQUITY	 	 	 	 	 	
Common stock-$1 par value	 	 	 	 	 	
Authorized: 750 shares (issued: 2011 - 386.3; 2010 - 385.9)	 	386	 	386	 	
Additional paid-in capital	 	3,942	 	4,000	 	
Retained earnings	 	8,039	 	7,861	 	
Treasury stock at cost (shares: 2011 - 55.8; 2010 - 53.6)	 	(2,230	)	(2,079	)	
Accumulated other comprehensive loss	 	(1,714	)	(1,917	)	
TOTAL AON STOCKHOLDERS’ EQUITY	 	8,423	 	8,251	 	
Noncontrolling interests	 	64	 	55	 	
TOTAL EQUITY	 	8,487	 	8,306	 	
TOTAL LIABILITIES AND EQUITY	 	$	29,802	 	$	28,982	 	
 
See accompanying notes to the Condensed Consolidated Financial Statements (unaudited).
 
3 

 
Aon Corporation
Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)

(millions)	 	Shares	 	Common
Stock and
Additional
Paid-in
Capital	 	Retained
Earnings	 	Treasury
Stock	 	Accumulated
Other
Comprehensive
Loss, Net of Tax	 	Non-
controlling
Interests	 	Total	 	Comprehensive
Income	 	
Balance at December 31, 2010	 	385.9	 	$	4,386	 	$	7,861	 	$	(2,079	)	$	(1,917	)	$	55	 	$	8,306	 	$	532	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	—	 	—	 	246	 	—	 	—	 	9	 	255	 	$	255	 	
Shares issued - employee benefit plans	 	0.4	 	38	 	—	 	—	 	—	 	—	 	38	 	—	 	
Shares purchased	 	—	 	—	 	—	 	(350	)	—	 	—	 	(350	)	—	 	
Shares reissued - employee benefit plans	 	—	 	(199	)	(17	)	199	 	—	 	—	 	(17	)	—	 	
Tax benefit - employee benefit plans	 	—	 	29	 	—	 	—	 	—	 	—	 	29	 	—	 	
Stock compensation expense	 	—	 	74	 	—	 	—	 	—	 	—	 	74	 	—	 	
Dividends to stockholders	 	—	 	—	 	(51	)	—	 	—	 	—	 	(51	)	—	 	
Change in net derivative gains/losses	 	—	 	—	 	—	 	—	 	(4	)	—	 	(4	)	(4	)	
Net foreign currency translation adjustments	 	—	 	—	 	—	 	—	 	195	 	—	 	195	 	195	 	
Net post-retirement benefit obligations	 	—	 	—	 	—	 	—	 	12	 	—	 	12	 	12	 	
Balance at March 31, 2011	 	386.3	 	$	4,328	 	$	8,039	 	$	(2,230	)	$	(1,714	)	$	64	 	$	8,487	 	$	458	 	
 
See accompanying notes to the Condensed Consolidated Financial Statements (unaudited).
 
4 

 
Aon Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 	 	Three Months Ended	 	
(millions) 	 	Mar. 31,
2011	 	Mar. 31,
2010	 	
CASH FLOWS FROM OPERATING ACTIVITIES	 	 	 	 	 	
Net income	 	$	255	 	$	186	 	
Adjustments to reconcile net income to cash provided by operating activities:	 	 	 	 	 	
Gain from sales of businesses, net	 	—	 	(6	)	
Depreciation of fixed assets	 	53	 	31	 	
Amortization of intangible assets	 	91	 	27	 	
Stock compensation expense	 	74	 	66	 	
Deferred income taxes	 	11	 	(12	)	
Change in assets and liabilities:	 	 	 	 	 	
Change in funds held on behalf of clients	 	427	 	396	 	
Receivables, net	 	108	 	45	 	
Accounts payable and accrued liabilities	 	(327	)	(274	)	
Restructuring reserves	 	(28	)	(1	)	
Current income taxes	 	58	 	65	 	
Pension and other post employment liabilities	 	(81	)	(55	)	
Other assets and liabilities	 	(59	)	(1	)	
CASH PROVIDED BY OPERATING ACTIVITIES	 	582	 	467	 	
 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES	 	 	 	 	 	
Sales of long-term investments	 	17	 	66	 	
Purchases of long-term investments	 	(6	)	(10	)	
Net sales of short-term investments - non-fiduciary	 	218	 	97	 	
Net purchases of short-term investments - funds held on behalf of clients	 	(427	)	(396	)	
Acquisition of businesses, net of cash acquired	 	(3	)	(47	)	
Capital expenditures	 	(56	)	(33	)	
CASH USED FOR INVESTING ACTIVITIES	 	(257	)	(323	)	
 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES	 	 	 	 	 	
Purchase of treasury stock	 	(350	)	(50	)	
Issuance of stock for employee benefit plans	 	85	 	35	 	
Issuance of debt	 	429	 	75	 	
Repayment of debt	 	(79	)	(2	)	
Cash dividends to stockholders	 	(51	)	(41	)	
Dividends paid to noncontrolling interests	 	—	 	(3	)	
CASH PROVIDED BY FINANCING ACTIVITIES	 	34	 	14	 	
 	 	 	 	 	 	
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	 	(23	)	47	 	
NET INCREASE IN CASH AND CASH EQUIVALENTS	 	336	 	205	 	
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	 	346	 	217	 	
CASH AND CASH EQUIVALENTS AT END OF PERIOD	 	$	682	 	$	422	 	
 	 	 	 	 	 	
Supplemental disclosures:	 	 	 	 	 	
Interest paid	 	$	76	 	$	30	 	
Income taxes paid, net of refunds	 	36	 	10	 	
 	 	 	 	 	 	
See accompanying notes to the Condensed Consolidated Financial Statements (unaudited).	 	 	 	 	 	
 
5 

 
Notes to the Condensed Consolidated Financial Statements (Unaudited)
 
1.  Basis of Presentation
 
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include all normal recurring adjustments which Aon Corporation (“Aon” or the “Company”) considers necessary to present fairly the Company’s Condensed Consolidated Financial Statements for all periods presented.  The consolidated financial statements include the accounts of Aon and its wholly and majority-owned subsidiaries and variable interest entities (“VIEs”) for which Aon is considered to be the primary beneficiary.  The consolidated financial statements exclude special-purpose entities (“SPEs”) considered VIEs for which Aon is not the primary beneficiary. All material intercompany accounts and transactions have been eliminated.
 
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.  The presentation of certain amounts in prior period financial statements and related notes has been changed to conform to the 2011 presentation.  The results for the three months ended March 31, 2011 are not necessarily indicative of operating results that may be expected for the full year ending December 31, 2011.
 
Use of Estimates
 
The preparation of the accompanying unaudited Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments.  Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances.  Aon adjusts such estimates and assumptions when facts and circumstances dictate.  Illiquid credit markets, volatile equity markets, and foreign currency movements have combined to increase the uncertainty inherent in such estimates and assumptions.  As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.  Changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.
 
2.  Accounting Principles and Practices
 
Changes in Accounting Principles
 
On January 1, 2010, the Company adopted guidance requiring additional disclosures regarding fair value measurements.  The amended guidance required entities to disclose additional information regarding assets and liabilities that are transferred between levels of the fair value hierarchy.  This guidance also clarified existing guidance pertaining to the level of disaggregation at which fair value disclosures should be made and the requirements to disclose information about the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements.  The guidance also required entities to disclose information in the Level 3 rollforward about purchases, sales, issuances and settlements on a gross basis.  See Note 15 “Fair Value and Financial Instruments” for these disclosures.
 
6 

 
In September 2009, the Financial Accounting Standards Board (“FASB”) issued guidance which updated principles related to revenue recognition when there are multiple-element arrangements.  This revised guidance related to the determination of when the individual deliverables included in a multiple-element arrangement may be treated as separate units of accounting and modified the manner in which the transaction consideration is allocated across the separately identifiable deliverables.  The guidance also expanded the disclosures required for multiple-element revenue arrangements.  The effective date for this guidance was January 1, 2011.  The Company early adopted this guidance in the fourth quarter 2010 and applied its requirements to all revenue arrangements entered into or materially modified after January 1, 2010.  The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
 
3.  Cash and Cash Equivalents
 
Cash and cash equivalents include cash balances and all highly liquid investments with initial maturities of three months or less.  Cash and cash equivalents included restricted balances of $179 million and $60 million at March 31, 2011 and December 31, 2010, respectively.
 
4.  Other Income
 
Other income consists of the following (in millions):

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
Equity earnings	 	$	6	 	$	2	 	
Realized gain on sale of investments	 	10	 	1	 	
Gain on disposal of businesses	 	—	 	4	 	
Other	 	1	 	—	 	
 	 	$	17	 	$	7	 	
 
5.  Acquisitions and Dispositions
 
Acquisitions
 
In first quarter 2011, the Company completed the acquisition of one company, which was included in the Risk Solutions segment.  In first quarter 2010, the Company completed the acquisition of the JP Morgan Compensation and Benefit Strategies Division of JP Morgan Retirement Plan Services, LLC, which is included in the HR Solutions segment, as well as seven other companies, which are included in the Risk Solutions segment.  The following table includes the aggregate consideration transferred and the preliminary value of intangible assets recorded as a result of the Company’s acquisitions.
 
7 

 

 	 	Three months ended March 31,	 	
(millions)	 	2011	 	2010	 	
Consideration transferred:	 	$	3	 	$	85	 	
 	 	 	 	 	 	
Intangible assets:	 	 	 	 	 	
Goodwill	 	$	1	 	$	35	 	
Other intangible assets	 	3	 	33	 	
 	 	$	4	 	$	68	 	
 
The results of operations of these acquisitions are included in the Condensed Consolidated Financial Statements from the dates they were acquired.  The results of operations would not have been materially different if these acquisitions had been reported from the beginning of the period.
 
Hewitt Associates, Inc.
 
On October 1, 2010, the Company completed its acquisition of Hewitt Associates, Inc. (“Hewitt”), one of the world’s leading human resource consulting and outsourcing companies.  Aon purchased all of the outstanding shares of Hewitt common stock in a cash-and-stock transaction valued at approximately $4.9 billion, of which the total amount of cash paid and the total number of shares of stock issued by Aon each represented approximately 50% of the aggregate consideration.
 
The Company incurred certain acquisition and integration costs associated with the transaction that were expensed as incurred.  In the first quarter 2011, the Company’s HR Solutions segment incurred $15 million of these Hewitt related costs which are recorded in Other general expenses in the Condensed Consolidated Statements of Income.
 
The transaction has been accounted for using the acquisition method of accounting which requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes the preliminary amounts recognized for assets acquired and liabilities assumed as of the acquisition date. Certain estimated values are not yet finalized (see below) and are subject to change, which could be significant. The Company will finalize the amounts recognized as information necessary to complete the analyses is obtained. The Company expects to finalize these amounts as soon as possible but no later than one year from the acquisition date.
 
8 

 
The following table summarizes the preliminary values of assets acquired and liabilities assumed as of the acquisition date (in millions):

 	 	Amounts	 	
 	 	recorded as of	 	
 	 	the acquisition	 	
 	 	date	 	
Working capital (1)	 	$	391	 	
Property, equipment, and capitalized software	 	319	 	
Identifiable intangible assets:	 	 	 	
Customer relationships	 	1,800	 	
Trademarks	 	890	 	
Technology	 	215	 	
Other noncurrent assets (2)	 	344	 	
Long-term debt	 	346	 	
Other noncurrent liabilities (3)	 	361	 	
Net deferred tax liability (4)	 	1,035	 	
Net assets acquired	 	2,217	 	
Goodwill	 	2,715	 	
Total consideration transferred	 	$	4,932	 	

(1) Includes cash and cash equivalents, short-term investments, client receivables, other current assets, accounts payable and other current liabilities.
 
(2) Includes primarily deferred contract costs and long-term investments.
 
(3) Includes primarily unfavorable lease obligations and deferred contract revenues.
 
(4) Included in Other current assets ($31 million), Deferred tax assets ($62 million), Other current liabilities ($32 million) and Deferred tax liabilities ($1.1 billion) in the Company’s Consolidated Statements of Financial Position.
 
The acquired customer relationships are being amortized over a weighted average life of 12 years.  The technology asset is being amortized over 7 years and trademarks have been determined to have indefinite useful lives.
 
The recorded amounts are preliminary and subject to change. The following items are still subject to change:

·	 	Amounts for intangible assets and property, equipment and capitalized software assets, pending finalization of valuation efforts.	
 	 	 	
·	 	Amounts for contingencies, pending the finalization of the Company’s assessment of the portfolio of contingencies.	
 	 	 	
·	 	Amounts for income tax assets, receivables and liabilities pending the filing of Hewitt pre-acquisition tax returns and the receipt of information from taxing authorities which may change certain estimates and assumptions used.	
 
9 

 

·	 	Amounts for deferred tax assets and liabilities pending the finalization of the valuations of assets acquired, liabilities assumed and resulting goodwill.	
 
A single estimate of fair value results from a complex series of the Company’s judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company’s judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations.
 
Dispositions — Discontinued Operations
 
Income from discontinued operations before income taxes, as presented in the Condensed Consolidated Statements of Income, of $4 million and $2 million, for the three months ended March 2011 and 2010, respectively, represents the gain on sale of businesses sold in prior periods.
 
6.  Goodwill and Other Intangible Assets
 
The change in the net carrying amount of goodwill by operating segment for the three months ended March 31, 2011 is as follows (in millions):

 	 	Risk
Solutions	 	HR
Solutions	 	Total	 	
Balance as of December 31, 2010	 	$	5,549	 	$	3,098	 	$	8,647	 	
Goodwill related to current year acquisitions	 	1	 	—	 	1	 	
Foreign currency revaluation	 	217	 	30	 	247	 	
Balance as of March 31, 2011	 	$	5,767	 	$	3,128	 	$	8,895	 	
 
Other intangible assets by asset class are as follows (in millions):

 	 	March 31, 2011	 	December 31, 2010	 	
 	 	Gross
Carrying
Amount	 	Accumulated
Amortization	 	Net
Carrying
Amount	 	Gross
Carrying
Amount	 	Accumulated
Amortization	 	Net
Carrying
Amount	 	
Intangible assets with indefinite lives:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Trademarks	 	$	1,024	 	$	—	 	$	1,024	 	$	1,024	 	$	—	 	$	1,024	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Intangible assets with finite lives:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Trademarks	 	6	 	1	 	5	 	3	 	—	 	3	 	
Customer Related and Contract Based	 	2,621	 	415	 	2,206	 	2,605	 	344	 	2,261	 	
Marketing, Technology and Other	 	625	 	313	 	312	 	606	 	283	 	323	 	
 	 	$	4,276	 	$	729	 	$	3,547	 	$	4,238	 	$	627	 	$	3,611	 	
 
10 

 
Amortization expense on finite lived intangible assets was $91 million and $27 million for the three months ended March 31, 2011 and 2010, respectively.  The estimated future amortization for intangible assets as of March 31, 2011 is as follows (in millions):

Remainder of 2011	 	$	270	 	
2012	 	414	 	
2013	 	383	 	
2014	 	332	 	
2015	 	285	 	
Thereafter	 	839	 	
 	 	$	2,523	 	
 
7.  Restructuring
 
Aon Hewitt Restructuring Plan
 
On October 14, 2010, Aon announced a global restructuring plan (“Aon Hewitt Plan”) in connection with the acquisition of Hewitt.  The Aon Hewitt Plan is intended to streamline operations across the combined Aon Hewitt organization and includes an estimated 1,500 to 1,800 job eliminations. The Company expects these restructuring activities and related expenses to affect continuing operations into 2013.  The Aon Hewitt Plan is expected to result in cumulative costs of approximately $325 million through the end of the plan, consisting of approximately $180 million in employee termination costs and approximately $145 million in real estate realization costs.
 
From the inception of the Aon Hewitt Plan through March 31, 2011, approximately 730 jobs have been eliminated and total expenses of $75 million have been incurred.  The Company recorded $23 million of restructuring and related charges in the three months ended March 31, 2011.  All costs associated with the Aon Hewitt Plan are included in the HR Solutions segment.  Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the accompanying Condensed Consolidated Statements of Income.
 
The following summarizes restructuring and related costs by type that have been incurred and are estimated to be incurred through the end of the restructuring initiative related to the Aon Hewitt Plan (in millions):

 	 	2010	 	First Quarter
2011	 	Total to Date	 	Estimated
Total Cost
for
Restructuring
Plan (1)	 	
Workforce reduction	 	$	49	 	$	18	 	$	67	 	$	180	 	
Lease consolidation	 	3	 	5	 	8	 	94	 	
Asset impairments	 	—	 	—	 	—	 	47	 	
Other costs associated with restructuring (2)	 	—	 	—	 	—	 	4	 	
Total restructuring and related expenses	 	$	52	 	$	23	 	$	75	 	$	325	 	

(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 implemented 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.
 
(2)           Other costs associated with restructuring initiatives, including moving costs and consulting and legal fees, are recognized when incurred.
 
11 

 
Aon Benfield Restructuring Plan
 
The Company announced a global restructuring plan (“Aon Benfield Plan”) in conjunction with its acquisition of Benfield in 2008.  The Aon Benfield Plan is intended to integrate and streamline operations across the combined Aon Benfield organization.  The Aon Benfield Plan includes an estimated 710 job eliminations. Additionally, duplicate space and assets will be abandoned.  The Company originally estimated that the Aon Benfield Plan would result in cumulative costs totaling approximately $185 million over a three-year period, of which $104 million was recorded as part of the Benfield purchase price allocation and $81 million of which was expected to result in future charges to earnings. During 2009, the Company reduced the Benfield purchase price allocation by $49 million to reflect actual severance costs being lower than originally estimated.  The Company currently estimates the Aon Benfield Plan will result in cumulative costs totaling approximately $155 million, of which $55 million was recorded as part of the purchase price allocation, $88 million has been recorded in earnings from inception to date, and an estimated additional $12 million will be recorded in future earnings.  The Company recorded $7 million and $9 million of restructuring and related charges in the three months ended March 31, 2011 and March 31, 2010, respectively.
 
As of March 31, 2011, approximately 700 jobs have been eliminated under the Aon Benfield Plan. Total payments of $112 million have been made under the Aon Benfield Plan, from inception to date.
 
All costs associated with the Aon Benfield Plan are included in the Risk Solutions segment.  Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the accompanying Condensed Consolidated Statements of Income.  The Company expects these restructuring activities and related expenses to continue to affect continuing operations in 2011.
 
The following summarizes the restructuring and related costs by type that have been incurred and are estimated to be incurred through the end of the restructuring initiative related to the Aon Benfield Plan (in millions):

 	 	Purchase
Price
Allocation	 	2009	 	2010	 	First
Quarter
2011	 	Total to
Date	 	Estimated
Total Cost for
Restructuring
Period (1)	 	
Workforce reduction	 	$	32	 	$	38	 	$	15	 	$	7	 	$	92	 	$	98	 	
Lease consolidation	 	22	 	14	 	7	 	—	 	43	 	49	 	
Asset impairments	 	—	 	2	 	2	 	—	 	4	 	4	 	
Other costs associated with restructuring (2)	 	1	 	1	 	2	 	—	 	4	 	4	 	
Total restructuring and related expenses	 	$	55	 	$	55	 	$	26	 	$	7	 	$	143	 	$	155	 	

(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 implemented 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.
 
(2)           Other costs associated with restructuring initiatives, including moving costs and consulting and legal fees, are recognized when incurred.
 
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 plan was completed in fourth quarter 2010 and the Company does not expect to incur any further expenses.  The total cumulative pretax charges for the 2007 Plan was $748 million including costs related to workforce reduction, lease consolidation costs, asset impairments, as well as other expenses necessary to implement the restructuring.
 
12 

 
As of March 31, 2011, the Company’s liabilities for its restructuring plans are as follows (in millions):

 	 	Aon
Hewitt
Plan	 	Aon
Benfield
Plan	 	2007
Plan	 	Other	 	Total	 	
Balance at January 1, 2010	 	$	—	 	$	45	 	$	202	 	$	16	 	$	263	 	
Assumed Hewitt restructuring liability (1)	 	43	 	—	 	—	 	—	 	43	 	
Expensed	 	52	 	24	 	92	 	—	 	168	 	
Cash payments	 	(8	)	(38	)	(178	)	(8	)	(232	)	
Foreign exchange translation and other	 	1	 	(5	)	(3	)	2	 	(5	)	
Balance at December 31, 2010	 	88	 	26	 	113	 	10	 	237	 	
Expensed	 	23	 	7	 	—	 	—	 	30	 	
Cash payments	 	(28	)	(7	)	(23	)	—	 	(58	)	
Foreign exchange translation and other	 	—	 	—	 	4	 	—	 	4	 	
Balance at March 31, 2011	 	$	83	 	$	26	 	$	94	 	$	10	 	$	213	 	

(1) The Company assumed a $43 million net real estate related restructuring liability in connection with the Hewitt acquisition.
 
Aon’s unpaid restructuring liabilities are included in both Accounts payable and accrued liabilities and Other non-current liabilities in the Condensed Consolidated Statements of Financial Position.
 
8.  Investments
 
The Company earns income on cash balances and investments, as well as on premium trust balances that Aon maintains for premiums collected from insureds but not yet remitted to insurance companies, and funds held under the terms of certain outsourcing agreements to pay certain obligations on behalf of clients.  Premium trust balances and a corresponding liability are included in Fiduciary assets and Fiduciary liabilities in the accompanying Condensed Consolidated Statements of Financial Position.
 
The Company’s interest-bearing assets and other investments are included in the following categories in the Condensed Consolidated Statements of Financial Position (in millions):

 	 	March 31,	 	December 31,	 	
 	 	2011	 	2010	 	
Cash and cash equivalents	 	$	682	 	$	346	 	
Short-term investments	 	589	 	785	 	
Fiduciary assets	 	4,034	 	3,489	 	
Investments	 	318	 	312	 	
 	 	$	5,623	 	$	4,932	 	
 
13 

 
The Company’s investments are as follows (in millions):

 	 	March 31,	 	December 31,	 	
 	 	2011	 	2010	 	
Equity method investments	 	$	178	 	$	174	 	
Other investments, at cost	 	124	 	123	 	
Fixed-maturity securities	 	16	 	15	 	
 	 	$	318	 	$	312	 	
 
9.  Debt
 
On March 8, 2011, an indirect wholly-owned subsidiary of Aon issued CAD 375 million ($382 million at March 31, 2011 exchange rates) of 4.76% senior unsecured debt securities, which are due in March 2018 and are guaranteed by the Company.  The Company used the net proceeds from the debt issuance to repay its CAD 375 million 5.05% debt securities upon their maturity on April 12, 2011.
 
10.  Stockholders’ Equity
 
Common Stock
 
In 2007, Aon’s Board of Directors increased the Company’s authorized share repurchase program to $4.6 billion.  In January 2010, the Company’s Board of Directors authorized a new share repurchase program under which up to $2 billion of common stock may be repurchased (“2010 Share Repurchase Program”).  Repurchases under the new 2010 share repurchase program commenced in the first quarter 2011, upon conclusion of the prior program.  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 the first quarter 2011, Aon repurchased 6.8 million shares at an average price per share of $51.29 for a total cost of $350 million.  In the first quarter 2010, Aon repurchased 1.2 million shares at an average price per share of $40.63 for a total cost of $50 million.  Since the inception of its share repurchase program in 2005, Aon has repurchased a total of 118.7 million shares for an aggregate cost of $4.9 billion.  As of March 31, 2011, Aon was authorized to purchase up to $1.7 billion of additional shares under the 2010 Share Repurchase Program.
 
In the first quarter 2011, Aon issued 0.4 million shares of common stock in relation to the exercise of options issued to former holders of Hewitt options as part of the Hewitt acquisition.  In addition, in the first quarter 2011 Aon reissued 4.5 million shares of treasury stock for employee benefit programs and 0.09 million shares in connection with employee stock purchase plans.  In the first quarter 2010, Aon reissued 4.3 million shares of treasury stock for employee benefit programs and 0.09 million shares in connection with employee stock purchase plans.
 
Participating Securities
 
Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities, as defined, and therefore, should be included in computing basic and diluted earnings per share using the two class method.  Certain of Aon’s restricted stock awards allow the holder to receive a non-forfeitable dividend equivalent.
 
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Income from continuing operations, Income from discontinued operations and Net income, attributable to participating securities, were as follows (in millions):

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
Income from continuing operations	 	$	4	 	$	4	 	
Income from discontinued operations	 	—	 	—	 	
Net income	 	$	4	 	$	4	 	
 
Weighted average shares outstanding are as follows (in millions):

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
Shares for basic earnings per share (1)	 	339.4	 	275.9	 	
Common stock equivalents	 	6.0	 	7.5	 	
Shares for diluted earnings per share	 	345.4	 	283.4	 	

(1)  Includes 5.7 million and 6.5 million of participating securities for the three months ended March 31, 2011 and 2010, respectively.
 
Certain common stock equivalents, primarily related to options, were not included in the computation of diluted net income per share because their inclusion would have been antidilutive.  The number of shares excluded from the calculation was 1 million and 5 million for the three months ended March 31, 2011 and 2010, respectively.
 
Other Comprehensive Income (Loss)
 
The components of other comprehensive income (loss), net of related tax, are as follows (in millions):

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
Net change in derivative losses	 	(4	)	(24	)	
Net foreign currency translation adjustments	 	195	 	(141	)	
Net post-retirement benefit obligations	 	12	 	13	 	
Total other comprehensive income (loss)	 	203	 	(152	)	
Less: other comprehensive income (loss) attributable to noncontrolling interests	 	—	 	—	 	
Other Comprehensive income (loss) attributable to Aon stockholders	 	$	203	 	$	(152	)	

15 

 
The components of accumulated other comprehensive loss net of related tax, are as follows (in millions):

 	 	March 31,
2011	 	December 31,
2010	 	
Net derivative losses	 	$	(28	)	$	(24	)	
Net foreign currency translation adjustments	 	363	 	168	 	
Net post-retirement benefit obligations	 	(2,049	)	(2,061	)	
Accumulated other comprehensive loss net of tax	 	$	(1,714	)	$	(1,917	)	
 
11.   Employee Benefits
 
The following table provides the components of the net periodic benefit cost for Aon’s U.S. pension plans, along with the material international plans, which are located in the U.K., the Netherlands, and Canada (in millions):

 	 	Three months ended March 31,	 	
 	 	U.S.	 	International	 	
 	 	2011	 	2010	 	2011	 	2010	 	
Service cost	 	$	—	 	$	—	 	$	5	 	$	3	 	
Interest cost	 	30	 	31	 	66	 	62	 	
Expected return on plan assets	 	(30	)	(30	)	(71	)	(60	)	
Amortization of net loss	 	8	 	6	 	13	 	14	 	
Net periodic benefit cost	 	$	8	 	$	7	 	$	13	 	$	19	 	
 
Based on current assumptions, in 2011, Aon plans to contribute $127 million and $270 million to its U.S. and material international defined benefit pension plans, respectively.  As of March 31, 2011, contributions of $7 million have been made to the Company’s U.S. pension plans and $85 million have been made to its material international pension plans.
 
12.  Stock Compensation Plans
 
The following table summarizes stock-based compensation expense recognized in the Condensed Consolidated Statements of Income in Compensation and benefits (in millions):

 	 	Three months ended	 	
 	 	March 31,	 	
 	 	2011	 	2010	 	
Restricted stock units (“RSUs”)	 	$	45	 	$	41	 	
Performance plans	 	25	 	19	 	
Stock options	 	3	 	5	 	
Employee stock purchase plans	 	1	 	1	 	
Total stock-based compensation expense	 	$	74	 	$	66	 	
 
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Stock Awards
 
In the first quarter 2011, the Company granted approximately 1.2 million shares in connection with the 2008 Leadership Performance Plan cycle, 0.3 million shares related to a 2006 performance plan, and restricted shares of approximately 2.4 million in connection with the Company’s incentive compensation plans.  During the first quarter of 2010, the Company granted approximately 1.6 million shares in connection with the completion of the 2007 Leadership Performance Plan cycle and restricted shares of approximately 1.9 million in connection with the Company’s incentive compensation plans.
 
A summary of the status of Aon’s non-vested stock awards is as follows (shares in thousands):

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
 	 	Shares	 	Fair
Value (1)	 	Shares	 	Fair
Value (1)	 	
Non-vested at beginning of period	 	10,674	 	$	38	 	12,850	 	$	36	 	
Granted	 	3,849	 	49	 	3,495	 	39	 	
Vested	 	(3,536	)	41	 	(4,290	)	37	 	
Forfeited	 	(94	)	39	 	(125	)	37	 	
Non-vested at end of period	 	10,893	 	41	 	11,930	 	36	 	

(1) Represents per share weighted average fair value of award at date of grant
 
Information regarding Aon’s performance-based plans follows (shares in thousands, dollars in millions):

 	 	As of March 31,	 	
 	 	2011	 	2010	 	
Potential RSUs to be issued based on current performance levels	 	6,505	 	7,408	 	
Unamortized expense, based on current performance levels	 	$	160	 	$	187	 	

Stock Options
 
The weighted average assumptions, the weighted average expected life and estimated fair value of employee stock options are summarized as follows:

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
 	 	 	 	 	 	
Weighted average volatility	 	26.1	%	28.5	%	
Expected dividend yield	 	1.3	%	1.6	%	
Risk-free rate	 	2.2	%	3.0	%	
 	 	 	 	 	 	
Weighted average expected life, in years	 	5.5	 	6.1	 	
Weighted average estimated fair value per share	 	$	10.92	 	$	10.36	 	

In connection with its incentive compensation plans, in the first quarter of 2011 and 2010, the Company granted 80,000 stock options at $53 per share and 141,000 stock options at $38 per share, respectively.
 
17 

 
A summary of the status of Aon’s stock options and related information is as follows (shares in thousands):

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
 	 	Shares	 	Weighted-
Average
Exercise Price	 	Shares	 	Weighted-
Average
Exercise
Price	 	
Outstanding at beginning of period	 	13,919	 	$	32	 	15,937	 	$	33	 	
Granted	 	80	 	53	 	141	 	38	 	
Exercised	 	(2,344	)	33	 	(1,274	)	29	 	
Forfeited and expired	 	(127	)	37	 	(177	)	29	 	
Outstanding at end of period	 	11,528	 	32	 	14,627	 	33	 	
Exercisable at end of period	 	9,461	 	30	 	9,428	 	32	 	

The weighted average remaining contractual life, in years, of outstanding options was 3.8 years and 4.0 years at March 31, 2011 and 2010, respectively.
 
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 $52.96 as of March 31, 2011, which would have been received by the option holders had those option holders exercised their options as of that date.  At March 31, 2011, the aggregate intrinsic value of options outstanding was $242 million, of which $218 million was exercisable.
 
Other information related to the Company’s stock options is as follows (in millions):

 	 	Three months ended	 	
 	 	March 31,	 	
 	 	2011	 	2010	 	
Aggregate intrinsic value of stock options exercised	 	$	41	 	$	15	 	
Cash received from the exercise of stock options	 	82	 	32	 	
Tax benefit realized from the exercise of stock options	 	7	 	1	 	

Unamortized deferred compensation expense, which includes both options and awards, amounted to $327 million as of March 31, 2011, with a remaining weighted-average amortization period of approximately 2.1 years.
 
13.  Derivatives and Hedging
 
Aon is exposed to market risk primarily from changes in foreign currency exchange rates and interest rates.  To manage the risk related to these exposures, Aon enters into various derivative transactions that reduce Aon’s market risks by creating offsetting market exposures.  Aon does not enter into derivative transactions for trading purposes.
 
Foreign Exchange Risk Management
 
Aon and its subsidiaries are exposed to foreign exchange risk when they receive revenues, pay expenses, or enter into intercompany loans denominated in a currency that differs from their functional currency.  Aon uses foreign exchange derivatives, typically forward contracts, options and cross currency swaps, to reduce its overall exposure to the effects of currency fluctuations on cash
 
18 

 
flows.  Aon has hedged these exposures up to five years in the future.  Aon also uses foreign exchange derivatives, typically forward contracts and options, to hedge its net investments in foreign operations for up to two years in the future and to reduce the impact of currency fluctuations on the translation of the financial statements for foreign operations and to manage the Company’s global liquidity profile for one year in the future.
 
Interest Rate Risk Management
 
Aon holds variable-rate short-term brokerage and other operating deposits. Aon uses interest rate derivatives, typically swaps, to reduce its exposure to the effects of interest rate fluctuations on the forecasted interest receipts from these deposits for up to two years in the future.
 
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 International Swaps and Derivatives Association (“ISDA”) master agreements, collateral and credit support arrangements, entering into non-exchange-traded derivatives with highly-rated major financial institutions and by using exchange-traded instruments.  Aon monitors the credit-worthiness of, and exposure to, its counterparties.  As of March 31, 2011, all net derivative positions were free of credit risk contingent features.  In addition, Aon did not receive or pledge collateral for any derivatives as of March 31, 2011.
 
The notional and fair values of derivative instruments are as follows (in millions):

 	 	 	 	 	 	Derivative Assets (1)	 	Derivative Liabilities (2)	 	
 	 	Notional Amount	 	Fair Value	 	Fair Value	 	
 	 	Mar 31,	 	Dec 31,	 	Mar 31,	 	Dec 31,	 	Mar 31,	 	Dec 31,	 	
 	 	2011	 	2010	 	2011	 	2010	 	2011	 	2010	 	
Derivatives accounted for as hedges:	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	$	1,351	 	$	1,326	 	$	10	 	$	15	 	$	2	 	$	—	 	
Foreign exchange contracts	 	1,545	 	1,522	 	118	 	157	 	135	 	157	 	
 	 	2,896	 	2,848	 	128	 	172	 	137	 	157	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Derivatives not accounted for as hedges:	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign exchange contracts	 	234	 	238	 	1	 	2	 	2	 	1	 	
Total	 	$	3,130	 	$	3,086	 	$	129	 	$	174	 	$	139	 	$	158	 	

(1) Included within Other assets
(2) Included within Other liabilities
 
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The amounts of derivative gains (losses) recognized in the Condensed Consolidated Financial Statements for the three months ended March 31, 2011 and 2010 are as follows (in millions):

 	 	Three months ended
March 31	 	
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:	 	2011	 	2010	 	
Cash Flow Hedges:	 	 	 	 	 	
Interest rate contracts	 	$	(2	)	$	2	 	
Foreign exchange contracts	 	—	 	(75	)	
Total	 	(2	)	(73	)	
 	 	 	 	 	 	
Foreign Net Investment Hedges:	 	 	 	 	 	
Foreign exchange contracts	 	$	(13	)	$	73	 	

Gain (Loss) reclassified from Accumulated Other Comprehensive
Loss into Income (Effective Portion):	 	 	 	 	 	
 	 	 	 	 	 	
Cash Flow Hedges:	 	 	 	 	 	
Interest rate contracts (1)	 	$	—	 	$	6	 	
Foreign exchange contracts (2)	 	2	 	(39	)	
Total	 	2	 	(33	)	
 	 	 	 	 	 	
Foreign Net Investment Hedges:	 	 	 	 	 	
Foreign exchange contracts	 	$	—	 	$	—	 	

(1) Included within Fiduciary investment income and Interest expense
(2) Included within Other general expenses and Interest expense

 	 	Amount of Gain (Loss)
Recognized in Income on
Derivative (1)	 	Amount of Gain (Loss)
Recognized in Income on
Related Hedged Item (2)	 	
Three months ended March 31	 	2011	 	2010	 	2011	 	2010	 	
Fair value hedges:	 	 	 	 	 	 	 	 	 	
Foreign exchange contracts	 	$	(7	)	$	7	 	$	8	 	$	(6	)	

(1) Relates to fixed rate debt
(2) Included in Interest expense
 
It is estimated that approximately $18 million of pretax losses currently included within Accumulated other comprehensive loss will be reclassified into earnings in the next twelve months.
 
The amount of gain (loss) recognized in income on the ineffective portion of derivatives for the three months ended March 31, 2011 and 2010 was negligible.
 
In both first quarters of 2011 and 2010, Aon recorded a loss of $1 million in Other general expenses for foreign exchange derivatives not designated or qualifying as hedges.
 
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14.  Variable Interest Entities
 
Unconsolidated Variable Interest Entities
 
Aon has an ownership interest in Juniperus Insurance Opportunity Fund Limited (Juniperus), which is an investment vehicle that invests in an actively managed and diversified portfolio of insurance risks.  Aon has concluded that Juniperus is a VIE.  However, Aon has concluded that it is not the primary beneficiary as it lacks the power to direct the activities of Juniperus that most significantly impact economic performance, and therefore this entity is not consolidated.  The investment in Juniperus is accounted for using the equity method of accounting.
 
The Company’s potential loss at March 31, 2011 is limited to its investment in Juniperus of $72 million, which is recorded in Investments in the Condensed Consolidated Statements of Financial Position.
 
15.  Fair Value and Financial Instruments
 
Accounting standards establish a three tier fair value hierarchy which prioritizes the inputs used in measuring fair values as follows:
 
·                   Level 1 — observable inputs such as quoted prices for identical assets in active markets;
·                   Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and
·                   Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.
 
The following methods and assumptions are used to estimate the fair values of the Company’s financial instruments:
 
Money market funds and highly liquid debt securities are carried at cost and amortized cost, respectively, as an approximation of fair value.  Based on market convention, the Company considers cost a practical and expedient measure of fair value.
 
Fixed maturity investments are carried at fair value, which is based on quoted market prices or on estimated values if they are not actively traded.  In some cases where a market price is not available, the Company will make use of acceptable expedients (such as matrix pricing) to estimate fair value.
 
Derivatives are carried at fair value, based upon industry standard valuation techniques that use, where possible, current market-based or independently sourced pricing inputs, such as interest rates, currency exchange rates, or implied volatilities.
 
Debt is carried at outstanding principal balance, less any unamortized discount or premium.  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.
 
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The following tables present the categorization of the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2011 and December 31, 2010 (in millions):

 	 	 	 	Fair Value Measurements Using	 	
 	 	 	 	Quoted Prices in	 	Significant	 	Significant	 	
 	 	 	 	Active Markets	 	Other	 	Unobservable	 	
 	 	Balance at	 	for Identical	 	Observable	 	Inputs	 	
 	 	March 31, 2011	 	Assets (Level 1)	 	Inputs (Level 2)	 	(Level 3)	 	
Assets:	 	 	 	 	 	 	 	 	 	
Money market funds and highly liquid debt securities (1)	 	$	2,721	 	$	2,318	 	$	403	 	$	—	 	
Other investments	 	 	 	 	 	 	 	 	 	
Fixed maturity securities	 	 	 	 	 	 	 	 	 	
Corporate bonds	 	12	 	—	 	—	 	12	 	
Government bonds	 	4	 	—	 	4	 	—	 	
Derivatives	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	10	 	—	 	10	 	—	 	
Foreign exchange contracts	 	119	 	—	 	119	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Liabilities:	 	 	 	 	 	 	 	 	 	
Derivatives	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	2	 	—	 	2	 	—	 	
Foreign exchange contracts	 	137	 	—	 	137	 	—	 	

(1)  Includes $2,318 million of money market funds and $403 million of highly liquid debt securities that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.

 	 	 	 	Fair Value Measurements Using	 	
 	 	 	 	Quoted Prices in	 	Significant	 	Significant	 	
 	 	 	 	Active Markets	 	Other	 	Unobservable	 	
 	 	Balance at	 	for Identical	 	Observable	 	Inputs	 	
 	 	December 31, 2010	 	Assets (Level 1)	 	Inputs (Level 2)	 	(Level 3)	 	
Assets:	 	 	 	 	 	 	 	 	 	
Money market funds and highly liquid debt securities (1)	 	$	2,618	 	$	2,591	 	$	27	 	$	—	 	
Other investments	 	 	 	 	 	 	 	 	 	
Fixed maturity securities	 	 	 	 	 	 	 	 	 	
Corporate bonds	 	12	 	—	 	—	 	12	 	
Government bonds	 	3	 	—	 	3	 	—	 	
Derivatives	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	15	 	—	 	15	 	—	 	
Foreign exchange contracts	 	159	 	—	 	159	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Liabilities:	 	 	 	 	 	 	 	 	 	
Derivatives	 	 	 	 	 	 	 	 	 	
Foreign exchange contracts	 	158	 	—	 	158	 	—	 	

(1)  Includes $2,591 million of money market funds and $27 million of highly liquid debt securities that are classified as Fiduciary assets, Short-term investments or Cash and cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.
 
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The following table presents the changes in the Level 3 fair-value category (in millions):

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
 	 	Other Investments	 	Other Investments	 	
Balance at beginning of period	 	$	12	 	$	100	 	
Total gains (losses):	 	 	 	 	 	
Included in earnings	 	—	 	—	 	
Included in other comprehensive income	 	—	 	(1	)	
Purchases	 	—	 	—	 	
Sales	 	—	 	(1	)	
Transfers	 	—	 	(87	)	
Balance at end of period	 	$	12	 	$	11	 	
 
There were no realized or unrealized gains or losses related to assets and liabilities measured at fair value using level three inputs included in income for the three months ended March 31, 2011.
 
The following table discloses the Company’s financial instruments where the carrying amounts and fair values differ (in millions):

 	 	March 31, 2011	 	December 31, 2010	 	
 	 	Carrying	 	Fair	 	Carrying	 	Fair	 	
 	 	Value	 	Value	 	Value	 	Value	 	
Long-term debt	 	$	4,409	 	$	4,592	 	$	4,014	 	$	4,172	 	

16.  Commitments and Contingencies
 
Legal
 
Aon and its subsidiaries are subject to numerous claims, tax assessments, lawsuits and proceedings that arise in the ordinary course of business, which frequently include errors and omissions (“E&O”) claims.  The damages claimed in these matters are or may be substantial, including, in many instances, claims for punitive, treble or extraordinary damages.  Aon has historically purchased E&O insurance and other insurance to provide protection against certain losses that arise in such matters.  Aon has exhausted or materially depleted its coverage under some of the policies that protect the Company and, consequently, is self-insured or materially self-insured for some historical claims.  Accruals for these exposures, 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 Condensed Consolidated Statements of Income.
 
At the time of the 2004-05 investigation of the insurance industry by the Attorney General of New York and other regulators, purported classes of clients filed civil litigation against Aon and other companies 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.  In August 2010, the U.S. Court of Appeals for the Third Circuit affirmed
 
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the dismissals of most, but not all, of the claims.  In March 2011, Aon entered into a Memorandum of Understanding documenting a settlement of the civil cases consolidated in the U.S. District Court for the District of New Jersey. Under that agreement, Aon will pay $550,000 in exchange for dismissal of the class claims. Several non-class claims brought by individual plaintiffs who opted out of the class action proceeding will remain pending, but the Company does not believe these present material exposure to the Company individually or in the aggregate.  The outcome of these lawsuits, and any losses or other payments that may result, cannot be predicted at this time.
 
Following inquiries from regulators, the Company commenced an internal review of its compliance with certain U.S. and non-U.S. anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”).  In January 2009, Aon Limited, Aon’s principal U.K. brokerage subsidiary, entered into a settlement agreement with the Financial Services Authority (“FSA”) to pay a £5.25 million fine arising from its failure to exercise reasonable care to establish and maintain effective systems and controls to counter the risks of bribery arising from the use of overseas firms and individuals who helped it win business.  The U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) continue to investigate 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 the SEC and DOJ matters will be concluded, or what regulatory or other outcomes may result.
 
A retail insurance brokerage subsidiary of Aon provides insurance brokerage services to Northrop Grumman Corporation (“Northrop”).  This Aon subsidiary placed Northrop’s excess property insurance program for the period covering 2005.  Northrop suffered a substantial loss in August 2005 when Hurricane Katrina damaged Northrop’s facilities in the Gulf states.  Northrop’s excess insurance carrier, Factory Mutual Insurance Company (“Factory Mutual”), denied coverage for the claim pursuant to a flood exclusion.  Northrop sued Factory Mutual in the United States District Court for the Central District of California and later sought to add this Aon subsidiary as a defendant, asserting that if Northrop’s policy with Factory Mutual does not cover the losses suffered by Northrop stemming from Hurricane Katrina, then this Aon subsidiary will be responsible for Northrop’s losses.  On August 26, 2010, the court granted in large part Factory Mutual’s motion for partial summary judgment regarding the applicability of the flood exclusion and denied Northrop’s motion to add this Aon subsidiary as a defendant in the federal lawsuit.  On January 27, 2011, Northrop filed suit against this Aon subsidiary in state court in Los Angeles, California, pleading claims for negligence, breach of contract and negligent misrepresentation.  Aon believes that it has meritorious defenses and intends to vigorously defend itself against these claims.  The outcome of this lawsuit, and the amount of any losses or other payments that may result, cannot be predicted at this time.
 
Another retail insurance brokerage subsidiary of Aon has been sued in Tennessee state court by a client, Opry Mills Mall Limited Partnership (“Opry Mills”), that sustained flood damage to its property in May 2010.  The lawsuit seeks $200 million from numerous insurers with whom this Aon subsidiary placed the client’s property insurance coverage.  The insurers contend that only $50 million in coverage is available for the loss because the flood event occurred on property in a high hazard flood zone.  Opry Mills is seeking full coverage from the insurers for the loss and has sued this Aon subsidiary in the alternative for the same $150 million difference on various theories of professional liability if the court determines there is not full coverage.  Aon believes it has meritorious defenses and intends to vigorously defend itself against these claims.  The outcome of this lawsuit, and any losses or other payments that may result, cannot be predicted at this time.
 
From time to time, Aon’s clients may bring claims and take legal action pertaining to the performance of fiduciary responsibilities.  Whether client claims and legal action related to the Company’s performance of fiduciary responsibilities are founded or unfounded, if such claims and legal actions
 
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are resolved in a manner unfavorable to the Company, they may adversely affect Aon’s financial results and materially impair the market perception of the Company and that of its products and services.
 
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.
 
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.
 
Aon has total letters of credit (“LOCs”) outstanding for approximately $74 million at March 31, 2011.  These letters of credit cover the beneficiaries related to Aon’s Canadian pension plan scheme and secure deductible retentions on Aon’s own workers compensation program, an Aon Hewitt sublease agreement for office space, and one of the U.S. pension plans.  In addition, Aon has issued a contingent LOC for up to $85 million in support of an acquisition, which closed on April 26, 2011 (See Note 18 “Subsequent Event — Glenrand Acquisition”).  Aon also has issued letters of credit to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at its international subsidiaries.  Amounts are accrued in the Condensed Consolidated Financial Statements to the extent the guarantees 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 $5 million at March 31, 2011.
 
Aon has provided commitments to fund certain limited partnerships in which it has an interest in the event that the general partners request funding.  Some of these commitments have specific expiration dates and the maximum potential funding under these commitments was $81 million at March 31, 2011.  In the first quarter 2011 the Company funded $3 million of these commitments and did not fund any commitments in the first quarter 2010.
 
Aon expects that, as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.
 
17.  Segment Information
 
Aon classifies its businesses into two operating segments:  Risk Solutions and HR Solutions.  Unallocated income and expenses, when combined with the operating segments and after the elimination of intersegment revenues and expenses, total to the amounts in the Condensed Consolidated Financial Statements.
 
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Operating segments have been determined using a management approach, which is consistent with the basis and manner in which Aon’s chief operating decision-maker uses financial information for the purposes of allocating resources and evaluating performance.  Aon evaluates performance based on stand-alone operating segment operating income and generally accounts for intersegment revenue as if the revenue were from third parties and at what management believes are current market prices.
 
Risk Solutions acts as an advisor and insurance and reinsurance broker, helping clients manage their risks, via consultation, as well as negotiation and placement of insurance risk with insurance carriers through Aon’s global distribution network.
 
HR Solutions partners with organizations to solve their most complex benefits, talent and related financial challenges, and improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health care, compensation and talent management strategies.
 
Aon’s total revenue is as follows (in millions):

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
Risk Solutions	 	$	1,649	 	$	1,587	 	
HR Solutions	 	1,117	 	322	 	
Intersegment elimination	 	(7	)	(5	)	
Total revenue	 	$	2,759	 	$	1,904	 	
 
Commissions, fees and other revenues by product are as follows (in millions):

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
Retail brokerage	 	$	1,251	 	$	1,186	 	
Reinsurance brokerage	 	387	 	388	 	
Total Risk Solutions Segment	 	1,638	 	1,574	 	
Consulting services	 	569	 	275	 	
Outsourcing	 	556	 	47	 	
Intrasegment	 	(8	)	—	 	
Total HR Solutions Segment	 	1,117	 	322	 	
Intersegment	 	(7	)	(5	)	
Total commissions, fees and other revenue	 	$	2,748	 	$	1,891	 	
 
Fiduciary investment income by segment is as follows (in millions):

 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
Risk Solutions	 	$	11	 	$	13	 	
HR Solutions	 	—	 	—	 	
Total fiduciary investment income	 	$	11	 	$	13	 	
 
A reconciliation of segment operating income before tax to income from continuing operations before income taxes is as follows (in millions):
 
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 	 	Three months ended March 31,	 	
 	 	2011	 	2010	 	
Risk Solutions	 	$	306	 	$	257	 	
HR Solutions	 	123	 	49	 	
Unallocated expenses	 	(33	)	(33	)	
Operating income from continuing operations before income taxes	 	396	 	273	 	
Interest income	 	6	 	1	 	
Interest expense	 	(63	)	(34	)	
Other income	 	17	 	7	 	
Income from continuing operations before income taxes	 	$	356	 	$	247	 	
 
Unallocated expenses include administrative or other costs not attributable to the operating segments, such as corporate governance costs and the costs associated with corporate investments.  Interest income represents income earned primarily on operating cash balances and certain income producing securities.  Interest expense represents the cost of worldwide debt obligations.
 
Other income primarily consists of equity earnings, realized gains or losses on the sale of investments, and gains or losses on the disposal of businesses.
 
18. Subsequent Event — Glenrand Acquisition
 
On April 26, 2011, Aon completed its acquisition of all the outstanding equity of Glenrand MIB Limited (“Glenrand”).  Glenrand is a provider of insurance brokerage and risk advisory services in South Africa and Sub-Saharan African nations.  The acquisition of Glenrand provides Aon with an increased number of corporate and commercial clients, including a number of clients listed on the Johannesburg Stock Exchange and strengthens Aon’s network in South Africa.  In accordance with the terms of the share purchase agreement dated December 9, 2010, the consideration consists of a payment of $78 million in cash plus an additional amount of $11 million which is to be held in an escrow account pending resolution of a legal dispute dating back to 2006.
 
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
EXECUTIVE SUMMARY OF FIRST QUARTER 2011 FINANCIAL RESULTS
 
The challenging global economic environment and competitive pricing pressure continues to provide headwinds for our Risk Solutions and HR Solutions businesses.  The current global economy continues to place pressure on our business in four primary ways:
 
·                   Pricing pressure in both the risk and benefits businesses resulting from the competitive environment and excess capacity due to an imbalance of supply and demand,
·                   decreased drivers of economic growth, such as payroll, number of active employees, corporate revenues and asset values,
·                   client cost-driven behavior, where clients are actively looking to reduce spending in order to meet budget reductions and/or decrease discretionary project spend, and
·                   sector specific weakness, including financial services, construction, private equity and mergers and acquisitions, all of which have been particularly impacted by the current economic downturn
 
We have committed to our stockholders that we will focus on three key metrics: grow organically, expand margins, and increase earnings per share.  Our performance against these three metrics for the first quarter of 2011 is as follows:
 
·                   Organic revenue growth, a non-GAAP measure as defined under the caption “Review of Consolidated Results — General” below, was 2%, an improvement compared to the prior year’s organic revenue decline, as global economic conditions begin to stabilize following the economic slowdown that has impacted the global markets since 2008.
 
·                   Adjusted operating margin, a non-GAAP measure as defined under the caption “Review of Consolidated Results — General” below, was 16.0% for Aon overall, 19.0% for the Risk Solutions segment, and 14.4% for the HR Solutions segment.  Adjusted operating margins declined across both operating segments and for the Company overall.  The decrease is primarily due to higher intangible asset amortization expense and an unfavorable impact from foreign exchange rates.
 
·                   Adjusted diluted earnings per share from continuing operations attributable to Aon’s stockholders, a non-GAAP measure as defined under the caption “Review of Consolidated Results — General” below, was $0.80 per share in first quarter 2011, compared to $0.83 per share in first quarter 2010.  This decrease is primarily due to additional intangible asset amortization expense and a higher effective tax rate as a result of the acquisition of Hewitt.
 
Additionally, the following is a summary of our first quarter 2011 financial results:
 
·                   Revenue increased $855 million, or 45%, to $2.8 billion due primarily to an increase from the Hewitt acquisition and other acquisitions, net of dispositions, 2% growth in organic revenue, and a 1% favorable impact from foreign currency translation. Fiduciary investment income decreased $2 million due to the continued decline in global interest rates.  Organic revenue growth was 2% in the Risk Solutions segment and flat in the HR Solutions segment.
 
·                   Operating expenses increased $732 million compared to the prior year to $2.4 billion, primarily as a result of the inclusion of operating and integration expenses from the Hewitt acquisition including a $61 million increase in intangible asset amortization expense, and unfavorable foreign exchange rates. 
 
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These increases were partially offset by lower restructuring expense of $46 million and savings from restructuring programs as well as from other operational expense improvements.
 
·                   Operating margin from continuing operations increased to 14.4% in the first quarter 2011 from 14.3% in the first quarter 2010.  The increase in operating margin reflects lower costs and increased benefits related to our restructuring initiatives, partially offset by Hewitt-related costs, higher amortization of intangible asset expense associated with the Hewitt acquisition, and lease termination costs.
 
·                   Net income from continuing operations attributable to Aon stockholders increased $66 million, or 37%, from the first quarter 2010 to $244 million.
 
REVIEW OF CONSOLIDATED RESULTS
 
General
 
In our discussion of operating results, we sometimes refer to supplemental information derived from consolidated financial information specifically related to organic revenue growth, adjusted pretax margin, adjusted diluted earnings per share, and the impact of foreign exchange rate fluctuations on operating results.
 
Organic Revenue
 
We use supplemental information related to organic revenue to help us and our investors evaluate business growth from existing operations.  Organic revenue excludes the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, reimbursable expenses, and unusual items.  Supplemental information related to organic growth represents a measure not in accordance with U.S. GAAP, and should be viewed in addition to, not instead of, our Condensed Consolidated Statements of Income.  Industry peers provide similar supplemental information about their revenue performance, although they may not make identical adjustments.  Reconciliation of this non-GAAP measure, organic revenue growth percentages, to the reported Commissions, fees and other revenue growth percentages, has been provided in the “Review by Segment” caption, below.
 
Adjusted Operating Margins
 
We use adjusted operating margin as a measure of core operating performance of our Risk Solutions and HR Solutions businesses.  Adjusted operating margin excludes the impact of noteworthy items, including restructuring charges and Hewitt-related costs. This supplemental information related to adjusted operating margin represents a measure not in accordance with U.S. GAAP, and should be viewed in addition to, not instead of, our Condensed Consolidated Statements of Income.  A reconciliation of this non-GAAP measure to the reported operating margin is as follows (in millions):
 
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 	 	Three Months Ended March 31, 2011	 	Three Months Ended March 31, 2010	 	
 	 	Total Aon (1)	 	Risk
Solutions	 	HR
Solutions	 	Total Aon	 	Risk
Solutions	 	HR
Solutions	 	
Revenue - U.S. GAAP	 	$	2,759	 	$	1,649	 	$	1,117	 	$	1,904	 	$	1,587	 	$	322	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income - U.S. GAAP	 	396	 	306	 	123	 	273	 	257	 	49	 	
Restructuring charges	 	30	 	7	 	23	 	76	 	69	 	7	 	
Hewitt related costs	 	15	 	—	 	15	 	—	 	—	 	—	 	
Operating income - as adjusted	 	$	441	 	$	313	 	$	161	 	$	349	 	$	326	 	$	56	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating margins - U.S. GAAP	 	14.4	%	18.6	%	11.0	%	14.3	%	16.2	%	15.2	%	
Operating margins - as adjusted	 	16.0	%	19.0	%	14.4	%	18.3	%	20.5	%	17.4	%	

(1) Includes unallocated expenses and the elimination of intersegment revenue.
 
Adjusted Diluted Earnings per Share from Continuing Operations
 
We also use adjusted diluted earnings per share from continuing operations as a measure of Aon’s core operating performance.  Adjusted diluted earnings per share excludes the impact of restructuring charges and Hewitt-related costs, along with related income taxes and represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated Statements of Income.  Reconciliations of this non-GAAP measure to the reported diluted earnings per share are as follows (in millions except per share data):

 	 	Three Months Ended March 31, 2011	 	Three Months Ended March 31, 2010	 	
 	 	U.S.
GAAP	 	Adjustments	 	As
Adjusted	 	U.S.
GAAP	 	Adjustments	 	As
Adjusted	 	
Operating income	 	$	396	 	$	45	 	$	441	 	$	273	 	$	76	 	$	349	 	
Interest income	 	6	 	—	 	6	 	1	 	—	 	1	 	
Interest expense	 	(63	)	—	 	(63	)	(34	)	—	 	(34	)	
Other income	 	17	 	—	 	17	 	7	 	—	 	7	 	
Income from continuing operations before income taxes	 	356	 	45	 	401	 	247	 	76	 	323	 	
Income taxes	 	103	 	13	 	116	 	61	 	19	 	80	 	
Income from continuing operations	 	253	 	32	 	285	 	186	 	57	 	243	 	
Less: Net income attributable to noncontrolling interests	 	9	 	—	 	9	 	8	 	—	 	8	 	
Income from continuing operations attributable to Aon stockholders	 	$	244	 	$	32	 	$	276	 	$	178	 	$	57	 	$	235	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Diluted earnings per share from continuing operations attributable to Aon stockholders	 	$	0.71	 	$	0.09	 	$	0.80	 	$	0.63	 	$	0.20	 	$	0.83	 	
Weighted average common shares outstanding - diluted	 	345.4	 	345.4	 	345.4	 	283.4	 	283.4	 	283.4	 	
 
Impact of Foreign Exchange Rate Fluctuations
 
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, to give financial statement users more meaningful information about our operations, we have provided a discussion of the impact of foreign currency exchange rates on our financial results.  The methodology used to calculate this impact isolates the impact of the change in currencies between periods by translating last year’s revenue, expenses and net income at this year’s foreign exchange rates.  Currency fluctuations in the first quarter 2011 had an unfavorable impact of $0.02 on adjusted net income from continuing operations per diluted share when the Company translates prior year quarter results at current quarter foreign exchange rates.
 
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Summary of Results
 
The consolidated results of continuing operations follow (in millions):

 	 	Three months ended	 	
 	 	March 31,	 	
 	 	2011	 	2010	 	
Revenue:	 	 	 	 	 	
Commissions, fees and other	 	$	2,748	 	$	1,891	 	
Fiduciary investment income	 	11	 	13	 	
Total revenue	 	2,759	 	1,904	 	
 	 	 	 	 	 	
Expenses:	 	 	 	 	 	
Compensation and benefits	 	1,597	 	1,163	 	
Other general expenses	 	766	 	468	 	
Total operating expenses	 	2,363	 	1,631	 	
Operating income	 	396	 	273	 	
Interest income	 	6	 	1	 	
Interest expense	 	(63	)	(34	)	
Other income	 	17	 	7	 	
Income from continuing operations before income taxes	 	356	 	247	 	
Income taxes	 	103	 	61	 	
Income from continuing operations	 	253	 	186	 	
Income from discontinued operations, after-tax	 	2	 	—	 	
Net income	 	255	 	186	 	
Less: Net income attributable to noncontrolling interests	 	9	 	8	 	
Net income attributable to Aon stockholders	 	$	246	 	$	178	 	
 
Consolidated Results for First Quarter 2011 Compared to First Quarter 2010
 
Revenue
 
Revenue increased by $855 million, or 45%, in first quarter 2011 compared to first quarter 2010.  This increase consists of a $795 million increase in the HR Solutions segment and a $62 million increase in the Risk Solutions segment.  The increase in the HR Solutions segment was primarily driven by the Hewitt acquisition, and a 1% positive impact from foreign exchange rates.   The 4% increase in the Risk Solutions segment was primarily driven by a 2% increase in organic revenue, a 1% increase from acquisitions, net of dispositions, and a 1% favorable impact from foreign exchange rates.  The $2 million decline in Fiduciary investment income was due to a decline in global interest rates.
 
Compensation and Benefits
 
Compensation and benefits increased $434 million, or 37%, from first quarter 2010.  This increase was primarily driven by the Hewitt acquisition, partially offset by the realization of benefits from restructuring initiatives.
 
Other General Expenses
 
Other general expenses increased by $298 million, or 64%, in first quarter 2011 compared to first quarter 2010.  The overall increase was due largely to the impact of the Hewitt acquisition, reflecting the inclusion of operating
 
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expenses and intangible asset amortization expense.  Excluding the impact from the Hewitt acquisition, the increase was primarily due to lease termination costs and the unfavorable impact of foreign exchange rates.
 
Interest Income
 
Interest income represents income earned on operating cash balances and other income-producing investments.  It does not include interest earned on funds held on behalf of clients.  Interest income increased $5 million from 2010 due to higher cash balances.
 
Interest Expense
 
Interest expense, which represents the cost of our worldwide debt obligations, increased $29 million, or 85%, from 2010 due mainly to an increase in the level of debt outstanding related to the Hewitt acquisition.
 
Other Income
 
Other income increased $10 million from 2010.  This was driven primarily by gains from the sale of certain investments and distributions from certain private equity securities.
 
Income from Continuing Operations before Income Taxes
 
Income from continuing operations before income taxes was $356 million, a 44% increase from $247 million in 2010.  The increase in income was driven by the inclusion of Hewitt’s operating results, lower costs and increased benefits from restructuring initiatives, partially offset by increased interest expense and unfavorable foreign exchange rates.
 
Income Taxes
 
The effective tax rate on income from continuing operations was 29.0% and 24.9% for the first quarter 2011 and 2010, respectively.  The 2011 rate reflects changes in the geographical mix of income reflecting the impact of the Hewitt acquisition.  The 2010 tax rate was favorably impacted by deferred tax adjustments.  The underlying tax rate for continuing operations is expected to be approximately 30% for full year 2011, reflecting changes in the geographical mix of income following the Hewitt acquisition.
 
Income from Continuing Operations attributable to Aon stockholders
 
Income from continuing operations attributable to Aon stockholders increased to $244 million or $0.71 diluted net income per share in 2011 from $178 million or $0.63 diluted net income per share in 2010.  Currency fluctuations negatively impacted income from continuing operations in first quarter 2011 by $0.02 per diluted share, when the first quarter 2010 Condensed Consolidated Statement of Income is translated using 2011 foreign exchange rates.
 
Discontinued Operations
 
The after-tax gain from discontinued operations was $2 million (no diluted per share impact) as compared to no income or loss in first quarter 2010.
 
Restructuring Initiatives
 
Aon Hewitt Restructuring Plan
 
We announced a global restructuring plan (the “Aon Hewitt Plan”) in connection with the Hewitt acquisition.  The Aon Hewitt Plan, which will continue into 2013, is intended to streamline operations across the combined Aon Hewitt organization.  The restructuring plan is expected to result in cumulative costs of approximately $325 million through the end of the plan, consisting of approximately $180 million in employee termination costs and approximately $145 million in real estate rationalization costs.  An
 
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estimated 1,500 to 1,800 positions globally, predominately non-client facing, are expected to be eliminated as part of the plan.
 
From the inception of the Aon Hewitt Plan through March 31, 2011, approximately 730 jobs have been eliminated and total expenses of $75 million have been incurred.  We recorded $23 million of restructuring and related charges in the three months ended March 31, 2011.  All costs associated with the Aon Hewitt Plan are included in the HR Solutions segment.  Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the accompanying Condensed Consolidated Statements of Income.
 
The following summarizes the restructuring and related costs, by type, that have been incurred and are estimated to be incurred through the end of the restructuring initiative related to the Aon Hewitt Plan (in millions):

 	 	2010	 	First Quarter
2011	 	Total to Date	 	Estimated
Total Cost
for
Restructuring
Plan (1)	 	
Workforce reduction	 	$	49	 	$	18	 	$	67	 	$	180	 	
Lease consolidation	 	3	 	5	 	8	 	94	 	
Asset impairments	 	—	 	—	 	—	 	47	 	
Other costs associated with restructuring (2)	 	—	 	—	 	—	 	4	 	
Total restructuring and related expenses	 	$	52	 	$	23	 	$	75	 	$	325	 	

(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 implemented 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.
 
(2) Other costs associated with restructuring initiatives, including moving costs and consulting and legal fees, are recognized when incurred.
 
The restructuring plan, before any potential reinvestment of savings, is expected to deliver approximately $280 million of annual savings in 2013.  We estimate that we realized approximately $24 million in restructuring cost savings in the first quarter 2011.  With other integration savings, we expect to achieve approximately $355 million in annual cost savings across Aon Hewitt in 2013, which includes the approximately $280 million of annual savings related to the restructuring plan, and additional savings in areas such as information technology, procurement and public company costs.  All of the components of the restructuring and integration plan are not finalized and actual total savings, costs and timing may vary from those estimated due to changes in the scope or assumptions underlying the plan.
 
Aon Benfield Restructuring Plan
 
We announced a global restructuring plan (“Aon Benfield Plan”) in conjunction with our 2008 merger with Benfield.  The restructuring plan is intended to integrate and streamline operations across the combined Aon Benfield organization.  The Aon Benfield Plan includes an estimated 710 job eliminations. Additionally, duplicate space and assets will be abandoned.  We originally estimated that this plan would result in cumulative costs totaling approximately $185 million over a three-year period, of which $104 million was recorded as part of the Benfield purchase price allocation and $81 million of which was expected to result in future charges to earnings.  During 2009, we reduced the Benfield purchase price allocation by $49 million to reflect actual severance costs being lower than originally estimated. We currently estimate the Aon Benfield Plan will result in cumulative costs totaling approximately $155 million, of which $55 million was recorded as part of the purchase price
 
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allocation, $88 million has been recorded in earnings from inception to date, and an estimated additional $12 million will be recorded in future earnings.  We recorded $7 million and $9 million of restructuring and related charges in the three months ended March 31, 2011 and 2010, respectively.
 
As of March 31, 2011, approximately 700 jobs have been eliminated under the Aon Benfield Plan. Total payments of $112 million have been made under this plan to date.
 
The following is a summary of the restructuring and related expenses by type that have been incurred and are estimated to be incurred through the end of the restructuring initiative related to the Aon Benfield Plan (in millions):

 	 	Purchase
Price
Allocation	 	2009	 	2010	 	First
Quarter
2011	 	Total to
Date	 	Estimated
Total Cost for
Restructuring
Period (1)	 	
Workforce reduction	 	$	32	 	$	38	 	$	15	 	$	7	 	$	92	 	$	98	 	
Lease consolidation	 	22	 	14	 	7	 	—	 	43	 	49	 	
Asset impairments	 	—	 	2	 	2	 	—	 	4	 	4	 	
Other costs associated with restructuring (2)	 	1	 	1	 	2	 	—	 	4	 	4	 	
Total restructuring and related expenses	 	$	55	 	$	55	 	$	26	 	$	7	 	$	143	 	$	155	 	

(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 implemented 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 us to add or cancel component initiatives.
 
(2)           Other costs associated with restructuring initiatives, including moving costs and consulting and legal fees, are recognized when incurred.
 
All costs associated with the Aon Benfield Plan are included in the Risk Solutions segment.  Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the Condensed Consolidated Statements of Income.  We expect these restructuring activities and related expenses to affect continuing operations through 2011.
 
The Aon Benfield Plan, before any potential reinvestment of savings, is expected to deliver cumulative cost savings of approximately $122 million in 2011.  We estimate that we realized approximately $29 million of cost savings in the first three months 2011.  The actual savings, total costs and timing of the restructuring plan may vary from those estimated due to changes in the scope, underlying assumptions of the plan, and foreign exchange rates.
 
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 plan was completed in fourth quarter 2010 and the Company does not expect to incur any further expenses. The total cumulative pretax charges for the 2007 Plan was $748 million including costs related to workforce reduction, lease consolidation costs, asset impairments, as well as other expenses necessary to implement the restructuring.
 
LIQUIDITY AND FINANCIAL CONDITION
 
Liquidity
 
Executive Summary
 
We believe that our balance sheet and strong cash flow provide us with financial flexibility to create long-term value for our stockholders.  Our primary sources of liquidity are cash flow from operations, available cash reserves and debt capacity available under various credit facilities .  Our primary uses of liquidity are operating expenses, principal and interest payments on debt obligations, capital expenditures, acquisitions, share repurchases, restructuring, pension obligations and stockholder dividends.
 
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Cash on our balance sheets includes funds available for general corporate purposes.  Funds held on behalf of clients in a fiduciary capacity are segregated and shown together with uncollected insurance premiums in Fiduciary assets in the Condensed Consolidated Statement of Financial Position, with a corresponding offset in Fiduciary liabilities. The Company is permitted to earn income on these funds and therefore for cash flow presentation, the activity in the funds is shown as a component of our investing cash flows, with a corresponding offset to operating cash flows.  Fiduciary funds cannot be used for general corporate purposes, and should not be considered as a source of liquidity for Aon.
 
Summary Cash Flow table

 	 	Three months ended March 31,	 	
(millions) 	 	2011	 	2010	 	
Cash provided by operating activities:	 	 	 	 	 	
Net income, adjusted for non-cash items	 	$	484	 	$	292	 	
Change in assets and liabilities, excluding funds held on behalf of clients	 	(329	)	(221	)	
 	 	155	 	71	 	
Funds held on behalf of clients	 	427	 	396	 	
 	 	582	 	467	 	
Cash used for investing activities:	 	 	 	 	 	
Excluding funds held on behalf of clients	 	170	 	73	 	
Funds held on behalf of clients	 	(427	)	(396	)	
 	 	(257	)	(323	)	
 	 	 	 	 	 	
Cash provided by financing activities	 	34	 	14	 	
Effect of exchange rate changes on cash and cash equivalents	 	(23	)	47	 	
Net increase in cash and cash equivalents	 	$	336	 	$	205	 	
 
Operating Activities
 
Net cash provided by operating activities in first quarter 2011 increased $115 million compared to 2010. Excluding the change in funds held on behalf of clients, cash provided by operating activities increased $84 million compared to 2010. The primary contributors to cash flow from operations in 2011, excluding the change in funds held on behalf of clients, were net income (adjusted for non-cash items) of $484 million, an increase from net receivables of $108 million, and a $58 million increase in taxes payable, partially offset by a $327 million decrease in accounts payable and accrued liabilities, which declined primarily due to incentive compensation payments. Pension contributions were $92 million and $81 million for the quarter ended March 31, 2011 and 2010 respectively. In 2011, we expect to contribute approximately $397 million to our pension plans, with the majority attributable to non-U.S. pension plans, which are subject to changes in foreign exchange rates.
 
We expect cash generated by operations for 2011 to be sufficient to service our debt and contractual obligations, fund cash requirements of our restructuring programs, finance capital expenditures, continue acquisitions of shares under our share repurchase program, and continue to pay dividends to our stockholders.  Although 2011 cash from operations is expected to be sufficient to service these obligations, we have the ability to borrow under our credit facilities to accommodate timing differences in cash flows.  We have committed credit facilities of approximately $1.3 billion, all of which was available at March 31, 2011.  We can access these facilities on a same, or next, day basis.  Additionally, we believe that we could access capital markets for debt financing for longer-term funding, under current market conditions, if needed.
 
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Investing Activities
 
Cash used for investing activities was $257 million in 2011. Excluding the change in funds held on behalf of clients, $170 million was provided by investing activities, primarily comprised of $229 million in sales, net of purchases, of investments, partially offset by capital expenditures of $56 million, and $3 million for business acquisitions.
 
Cash used for investing activities was $323 million in 2010. Excluding the change in funds held on behalf of clients, $73 million was provided by investing activities in 2010, primarily comprised of $153 million in sales, net of purchases, of investments, partially offset by $47 million for business acquisitions representing eight acquisitions, the largest being the JP Morgan Compensation and Benefit Strategies Division of JP Morgan Retirement Plan Services LLC, and capital expenditures of $33 million.
 
Financing Activities
 
Cash provided by financing activities in the first quarter 2011 was $34 million. This was primarily driven by the issuance of $429 million of debt, and proceeds from the exercise of stock options and issuance of shares purchased through the employee stock purchase programs of $85 million, partially offset by $350 million for the repurchase of shares, $79 million repayment of debt, and $51 million in cash dividends to stockholders.
 
Cash provided by financing activities in the first quarter 2010 was $14 million. This was primarily driven by the issuance of $75 million of short-term debt and proceeds from the exercise of stock options and the issuance of shares purchased through the employee stock purchase programs of $35 million, partially offset by $50 million for the repurchase of shares, $41 million in cash dividends to stockholders, and $3 million in cash dividends paid to non-controlling interests.
 
Cash and Investments
 
At March 31, 2011, our cash and cash equivalents and short-term investments were $1.3 billion, an increase of $140 million from December 31, 2010, of which $382 million was from our Canadian debt issuance.  Of the total balance as of March 31, 2011, approximately $179 million was restricted as to its use, which was comprised of $124 million of operating funds required by the Financial Services Authority in the U.K. and $55 million held as collateral for various business purposes.  At March 31, 2011, $87 million of cash and cash equivalents and short-term investments were held in the U.S. and $1.2 billion was held by our subsidiaries in other countries.  Due to differences in tax rates, the repatriation of funds from certain countries into the U.S. could have an unfavorable tax impact.
 
In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission, remit the premiums to the respective insurance underwriter.  We also collect claims or refunds from underwriters on behalf of insureds, which are then returned to the insureds.  Unremitted insurance premiums and claims are held by us in a fiduciary capacity.  In addition, some of our outsourcing agreements require us to hold funds on behalf of clients to pay obligations on their behalf.  The levels of fiduciary assets and liabilities can fluctuate significantly, depending on when we collect the premiums, claims and refunds, make payments to underwriters and insureds, collect funds from clients and make payments on their behalf, and foreign currency movements.  Fiduciary assets, because of their nature, are required to be invested in very liquid securities with highly-rated, credit-worthy financial institutions.  In our Condensed Consolidated Statements of Financial Position, the amount we report for Fiduciary assets and Fiduciary liabilities are equal.  Our Fiduciary assets included cash and investments of $4.0 billion and fiduciary receivables of $6.6 billion at March 31, 2011.  While we earn investment income on the fiduciary assets held in cash and investments, the cash and investments are not owned by us, and cannot be used for general corporate purposes.
 
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As disclosed in Note 15 “Fair Value and Financial Instruments,” of the Notes to the Condensed Consolidated Financial Statements, the majority of our investments carried at fair value are money market funds.  Money market funds are carried at cost as an approximation of fair value.  Based on market convention, we consider cost a practical and expedient measure of fair value.  These money market funds are held throughout the world with various financial institutions.  We do not believe that there are any market liquidity issues affecting the fair value of these investments.
 
As of March 31, 2011, our investments in money market funds and highly liquid debt instruments had a fair value of $2.7 billion and are reported as Short-term investments or Fiduciary assets in the Condensed Consolidated Statements of Financial Position depending on their nature and initial maturity.
 
The following table summarizes our Fiduciary assets and non-fiduciary Cash and cash equivalents, and Short-term investments as of March 31, 2011 (in millions):

 	 	Balance Sheet Classification	 	 	 	
 	 	Cash and Cash	 	Short-term	 	 	 	 	 	
Asset Type	 	Equivalents	 	Investments	 	Fiduciary Assets	 	Total	 	
Certificates of deposit, bank deposits or time deposits	 	$	682	 	$	—	 	$	1,898	 	$	2,580	 	
Money market funds	 	—	 	585	 	1,733	 	2,318	 	
Highly liquid debt instruments	 	—	 	—	 	403	 	403	 	
Other investments due within one year	 	—	 	4	 	—	 	4	 	
Cash and investments	 	682	 	589	 	4,034	 	5,305	 	
Fiduciary receivables	 	—	 	—	 	6,575	 	6,575	 	
Total	 	$	682	 	$	589	 	$	10,609	 	$	11,880	 	
 
Share Repurchase Program
 
In the first quarter 2011, we completed the $4.6 billion share repurchase program authorized by our Board of Directors in 2005 and began to repurchase shares under our new share repurchase program which was authorized by our Board of Directors in January 2010. Under the 2010 Share Repurchase Program, we are authorized to repurchase up to $2 billion of common stock.  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 the first quarter 2011, we repurchased 6.8 million shares at an average price per share of $51.29 for a total cost of $350 million.  In the first quarter 2010, we repurchased 1.2 million shares at an average price per share of  $40.63 for a total cost of $50 million.   Since the inception of our share repurchase program in 2005, we have repurchased a total of 118.7 million shares for an aggregate cost of $4.9 billion.  As of March 31, 2011, we were authorized to purchase up to $1.7 billion of additional shares under the 2010 Share Repurchase Program.  The timing and amount of future purchases will be based on market and other conditions.
 
For information regarding share repurchases made during the first quarter of 2011, see Part II, Item 2 — “Unregistered Sales of Equity Securities and Use of Proceeds” below.
 
Shelf Registration Statement
 
On June 8, 2009, we filed a registration statement with the SEC, registering the offer and sale from time to time of an indeterminate amount of, among other securities, debt, preferred stock, common
 
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stock and convertible securities.  Our offer and sale of $1.5 billion in unsecured notes on September 7, 2010 to partially finance the Hewitt acquisition was issued under this registration statement.  The availability of any further potential liquidity under this shelf registration statement is dependent on investor demand, market conditions and other factors.  There can be no assurance regarding when, or if, we will issue any additional securities under the registration statement.
 
Credit Facilities
 
At March 31, 2011, we have a three-year $400 million unsecured revolving credit facility in the U.S. (U.S. Facility), which expires in 2012.  Sixteen banks are participating in the facility, which is for general corporate purposes, including commercial paper support.  Additionally, we have a five-year €650 million ($916 million at March 31, 2011 exchange rates) multi-currency foreign credit facility (“Euro Facility”) available, which expires in October 2015.  At March 31, 2011, we had no borrowings under either of these credit facilities.
 
For both our U.S. and Euro Facilities, the two most significant covenants require us to maintain a ratio of consolidated EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted for Hewitt related transaction costs and up to $50 million in non-recurring cash charges (“Adjusted EBITDA”) to consolidated interest expense of 4 to 1 and a ratio of consolidated debt to Adjusted EBITDA of not greater than 3 to 1.  We were in compliance with these and all other covenants as of March 31, 2011.
 
Rating Agency Ratings
 
The major rating agencies’ ratings of our debt at May 5, 2011 appear in the table below.

 	 	Ratings	 	 	 	
 	 	Senior Long-term
Debt	 	Commercial
Paper	 	Outlook	 	
Standard & Poor’s	 	BBB+	 	A-2	 	Stable	 	
Moody’s Investor Services	 	Baa2	 	P-2	 	Stable	 	
Fitch, Inc.	 	BBB+	 	F-2	 	Stable	 	
 
Moody’s Investor Services raised its outlook to Stable from Negative during the first quarter 2011.
 
A downgrade in the credit ratings of our senior debt and commercial paper would increase our borrowing costs, reduce or eliminate our access to capital, reduce our financial flexibility, increase our commercial paper interest rates or possibly restrict our access to the commercial paper market altogether, or may impact future pension contribution requirements.
 
Letters of Credit and Other Guarantees
 
We have outstanding letters of credit (“LOCs”) totaling $74 million at March 31, 2011.  These LOCs cover the beneficiaries related to our Canadian pension plan scheme, cover deductible retentions for our workers compensation program, secure a sublease agreement for office space, secure one of our U.S. pension plans, and cover contingent payments for taxes and other business obligations to third parties.  In addition, at March 31, 2011 we had a contingent LOC for up to $85 million in support of a an acquisition, which expired when the acquisition was completed in April 2011.  See Note 18 “Subsequent Event-Glenrand Acquisition” of the Notes to the Condensed Consolidated Financial Statements.
 
We also have provided commitments to fund certain limited partnerships in which we have an interest in the event that the general partners request funding. Some of these commitments have specific expiration dates and the maximum potential funding under these commitments was $81 million at March 31, 2011. In the first quarter 2011, we funded $3 million of these commitments and did not fund any commitments in the first quarter 2010.
 
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Adequacy of Liquidity Sources
 
We believe that cash flows from operations and available credit facilities will be sufficient to meet our liquidity needs, including principal and interest payments on debt obligations, capital expenditures, pension contributions, cash restructuring costs, and anticipated working capital requirements, for the foreseeable future. Our cash flows from operations, borrowing availability and overall liquidity are subject to risks and uncertainties. See “Information Concerning Forward-Looking Statements” below.
 
Financial Condition
 
At March 31, 2011, our net assets of $8.5 billion, representing total assets minus total liabilities, increased from $8.3 billion at December 31, 2010.  Working capital increased $0.4 billion to $2.0 billion.
 
Borrowings
 
Total debt at March 31, 2011 was $4.9 billion, an increase of $0.4 billion from December 31, 2010, which was attributable to the timing of the issuance of Canadian debt securities, the proceeds of which were used to refinance maturing Canadian debt securities in April 2011.  On March 8, 2011, one of our indirect wholly-owned subsidiary issued CAD 375 million ($382 million at March 31, 2011 exchange rates) of 4.76% senior unsecured debt securities, which are due in March 2018 and are guaranteed by us.  We used the net proceeds from the debt issuance to repay our CAD 375 million 5.05% debt securities upon its maturity on April 12, 2011.
 
Our total debt as a percentage of total capital attributable to Aon stockholders 36.8% and 35.3% at March 31, 2011 and December 31, 2010, respectively.  The increase in the debt to capital ratio at March 31, 2010 was the result of the timing of the Canadian debt issuance.
 
Equity
 
Equity at March 31, 2011 was $8.5 billion, an increase of $181 million from December 31, 2010.  The increase resulted primarily from Net income of $255 million, a decrease in Accumulated other comprehensive loss, and stock-based compensation of $74 million, which was partially offset by share repurchases of $350 million and $51 million of dividends to shareholders.
 
Accumulated other comprehensive loss decreased $203 million from December 31, 2010, primarily reflecting the following:
 
·                   positive net foreign currency translation adjustments of $195 million, which was attributable to the weakening of the U.S. dollar against foreign currencies,
·                   a decrease of $12 million in net post-retirement benefit obligations, and
·                   net derivative losses of $4 million.
 
VARIABLE INTEREST ENTITIES
 
Unconsolidated Variable Interest Entities
 
Aon has an ownership interest in Juniperus Insurance Opportunity Fund Limited (Juniperus), which is an investment vehicle that invests in an actively managed and diversified portfolio of insurance risks.  Aon has concluded that Juniperus is a VIE.  However, Aon has concluded that it is not the primary beneficiary as it lacks the power to direct the activities of Juniperus that most significantly impact economic performance.  The investment in Juniperus is accounted for using the equity method of accounting.
 
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The Company’s potential loss at March 31, 2011 is limited to its investment in Juniperus of $72 million, which is recorded in Investments in the Condensed Consolidated Statements of Financial Position.
 
REVIEW BY SEGMENT
 
General
 
We serve clients through the following segments:
 
·                   Risk Solutions acts as an advisor and insurance and reinsurance broker, helping clients manage their risks, via consultation, as well as negotiation and placement of insurance risk with insurance carriers through our global distribution network.
·                   HR Solutions partners with organizations to solve their most complex benefits, talent and related financial challenges, and improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health care, compensation and talent management strategies.
 
Risk Solutions

 	 	Three Months Ended
March 31,	 	
(in millions)	 	2011	 	2010	 	
Revenue	 	$	1,649	 	$	1,587	 	
Operating income	 	306	 	257	 	
Operating margin	 	18.6	%	16.2	%	

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 business. The economic activity that impacts property and casualty insurance is described as exposure units, and is most closely correlated with employment levels, corporate revenue and asset values.  During first quarter 2011 we continued to see a “soft market”, which began in 2007, in our retail brokerage product line.  In a soft market, premium rates flatten or decrease, along with commission revenues, due to increased competition for market share among insurance carriers or increased underwriting capacity.  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.
 
Additionally, beginning in late 2008 and continuing into first quarter 2011, we faced difficult conditions as a result of unprecedented disruptions in the global economy, the repricing of credit risk and the deterioration of the financial markets.  Weak global economic conditions have reduced our customers’ demand for our retail brokerage and reinsurance brokerage products, which have had a negative impact on our operational results.
 
Risk Solutions generated approximately 60% of our consolidated total revenues in first quarter 2011.  Revenues are generated primarily through fees paid by clients, commissions and fees paid by insurance and reinsurance companies, and investment 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.
 
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We 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, we address the highly specialized product development and risk management needs of commercial enterprises, professional groups, insurance companies, governments, health care providers, and non-profit groups, among others; provide affinity products for professional liability, life, disability income, and personal lines for individuals, associations, and businesses; provide products and services via GRIP Solutions; provide reinsurance services to insurance and reinsurance companies and other risk assumption entities by acting as brokers or intermediaries on all classes of reinsurance; provide capital management transaction and advisory products and services, including mergers and acquisitions and other financial advisory services, capital raising, contingent capital financing, insurance-linked securitizations and derivative applications; provide managing underwriting to independent agents and brokers as well as corporate clients; provide risk consulting, actuarial, loss prevention, and administrative services to businesses and consumers; and manage captive insurance companies.
 
Revenue
 
Commissions, fees and other revenue for Risk Solutions was as follows (in millions):

Three months ended March 31,	 	2011	 	2010	 	
Retail brokerage:	 	 	 	 	 	
Americas	 	$	532	 	$	487	 	
International (1)	 	719	 	699	 	
Total retail brokerage	 	1,251	 	1,186	 	
Reinsurance brokerage	 	387	 	388	 	
Total	 	$	1,638	 	$	1,574	 	

(1) Includes the U.K., Europe, Middle East, Africa and Asia Pacific
 
In the first quarter 2011, Commissions, fees and other revenue increased $64 million, or 4%, from 2010 driven primarily by a 2% increase in organic revenue, a 1% increase from acquisitions, net of dispositions and 1% from the favorable impact of foreign exchange rates.
 
The reconciliation of organic revenue growth to reported commissions, fees and other revenue growth for 2011 versus 2010 is as follows:

 	 	 	 	 	 	Less:	 	 	 	
 	 	 	 	Less:	 	Acquisitions,	 	 	 	
 	 	Percent	 	Currency	 	Divestitures,	 	Organic	 	
Three months ended March 31,	 	Change	 	Impact	 	& Other	 	Revenue	 	
Retail brokerage:	 	 	 	 	 	 	 	 	 	
Americas	 	9	%	1	%	4	%	4	%	
International	 	3	 	—	 	—	 	3	 	
Total retail brokerage	 	5	 	1	 	1	 	3	 	
Reinsurance brokerage	 	—	 	1	 	(1	)	—	 	
Total	 	4	%	1	%	1	%	2	%	
 
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Retail brokerage Commissions, fees and other revenue increased 5% driven by organic revenue growth across both the Americas and International operations, a 1% increase related to acquisitions, net of dispositions, and a 1% favorable impact from foreign exchange rates.
 
The 9% increase in Americas reflects 4% growth in organic revenue, a 4% increase from acquisitions, net of dispositions, and 1% from favorable foreign exchange rates.  Organic revenue growth increased due to strong growth in Latin America and Affinity products, and modest growth in US Retail.
 
The 3% increase in International is driven by growth organic revenue growth.  There was no material impact resulting from foreign exchange rates or acquisitions, net of dispositions.  International organic revenue increased 3% driven by strong growth in Asia and New Zealand and modest growth in EMEA Retail.
 
Reinsurance brokerage Commissions, fees and other revenue was flat compared to prior year both on an actual and organic revenue basis. Revenue growth in facultative placements was offset primarily by soft pricing in U.S. treaty placements.  Favorable foreign exchange rates offset the unfavorable impact related to net dispositions.
 
Operating Income
 
Operating income increased $49 million or 19% from the first quarter 2010 to $306 million in 2011, and operating income margins increased to 18.6% from 16.2% in 2010.  Operating margin improvement was driven by reduced costs of restructuring and realization of the benefits of those restructuring plans, which was partially offset by the negative impact of foreign exchange rates.
 
HR Solutions

 	 	Three Months Ended	 	
 	 	March 31,	 	
(in millions)	 	2011	 	2010	 	
Revenue	 	$	1,117	 	$	322	 	
Operating income	 	123	 	49	 	
Operating margin	 	11.0	%	15.2	%	

In October 2010, we completed the acquisition of Hewitt, one of the world’s leading human resource consulting and outsourcing companies.  Hewitt operates globally together with Aon’s existing consulting and outsourcing operations under the newly created Aon Hewitt brand.   Hewitt’s operating results are included in Aon’s results of operations beginning October 1, 2010.
 
Our HR Solutions segment generated approximately 40% of our consolidated total revenues in 2011 and provides a broad range of human capital services, as follows:
 
Consulting Services:
 
·                   Health and 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, executive benefits, workforce strategies and productivity, absence management, benefits administration, data-driven health, compliance, employee commitment, investment advisory and elective benefits services.
·                   Retirement specializes in global actuarial services, defined contribution consulting, investment consulting, tax and ERISA consulting, and pension administration.
 
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·                   Compensation  focuses on compensatory advisory/counsel including: compensation planning design, executive reward strategies, salary survey and benchmarking, market share studies and sales force effectiveness, with special expertise in the financial services and technology industries.
·                   Strategic Human Capital delivers advice to complex global organizations on talent, change and organizational effectiveness issues, including talent strategy and acquisition, executive on-boarding, performance management, leadership assessment and development, communication strategy, workforce training and change management.
 
Outsourcing Services:
 
·                   Benefits Outsourcing applies our HR expertise primarily through defined benefit (pension), defined contribution (401(k)), and health and welfare administrative services.  Our model replaces the resource-intensive processes once required to administer benefit plans with more efficient, effective, and less costly solutions.
·                   Human Resource Business Processing Outsourcing (“HR BPO”) provides market-leading solutions to manage employee data; administer benefits, payroll and other human resources processes; and record and manage talent, workforce and other core HR process transactions as well as other complementary services such as absence management, flexible spending, dependent audit and participant advocacy.
 
Beginning in late 2008, the disruption in the global credit markets and the deterioration of the financial markets created significant uncertainty in the marketplace.  Weak economic conditions globally continued into first quarter 2011.  The prolonged economic downturn is adversely impacting our clients’ financial condition and therefore the levels of business activities in the industries and geographies where we operate.  While we believe that the majority of our practices are well positioned to manage through this time, these challenges are reducing demand for some of our services and putting continued pressure on pricing of those services, which is having an adverse effect on our new business and results of operations.
 
Revenue
 
In first quarter 2011, Commissions, fees and other revenue for HR Solutions increased $795 million from first quarter 2010, reflecting the impact of the Hewitt acquisition.  Commissions, fees and other revenue were as follows (in millions):

Three months ended March 31,	 	2011	 	2010	 	
Consulting services	 	$	569	 	$	275	 	
Outsourcing	 	556	 	47	 	
Intrasegment	 	(8	)	—	 	
Total	 	$	1,117	 	$	322	 	
 
Organic revenue growth was flat for the first quarter 2011, as detailed in the following reconciliation:
 
43 

 

 	 	 	 	 	 	Less:	 	 	 	
 	 	 	 	Less:	 	Acquisitions,	 	 	 	
 	 	Percent	 	Currency	 	Divestitures,	 	Organic	 	
Three months ended March 31,	 	Change	 	Impact	 	& Other	 	Revenue	 	
Consulting services	 	107	%	1	%	102	%	4	%	
Outsourcing	 	1,083	 	3	 	1,083	 	(3	)	
Intrasegment	 	N/A	 	N/A	 	N/A	 	N/A	 	
Total	 	247	%	1	%	246	%	—	%	
 
Consulting services increased $294 million, or 107%, resulting from the Hewitt acquisition, organic revenue growth of 4%, which was driven mainly by growth in the international health and benefits and human capital consulting, and favorable foreign exchange rates.
 
Outsourcing revenue increased $509 million driven by the Hewitt acquisition and favorable foreign exchange rates, partially offset by a 3% decrease in organic revenue due primarily to price compression and timing differences.
 
Operating Income
 
Operating income was $123 million, an increase of $74 million, or 151%, from 2010.  This increase was principally driven by the acquisition of Hewitt and expense savings driven by operational improvement, partially offset by higher restructuring costs and Hewitt-related integration costs.  In first quarter 2011, operating margins in this segment were 11.0%, which is a decrease from 15.2% in first quarter 2010, driven largely by the mix of businesses and the impact of higher intangible amortization costs related to the acquisition of Hewitt.
 
Unallocated Income and Expense
 
A reconciliation of our operating income to income from continuing operations before income taxes is as follows (in millions):

Three months ended March 31,	 	2011	 	2010	 	
Operating income (loss):	 	 	 	 	 	
Risk Solutions	 	$	306	 	$	257	 	
HR Solutions	 	123	 	49	 	
Unallocated expenses	 	(33	)	(33	)	
Operating income	 	396	 	273	 	
Interest income	 	6	 	1	 	
Interest expense	 	(63	)	(34	)	
Other income	 	17	 	7	 	
Income from continuing operations before income taxes	 	$	356	 	$	247	 	
 
Unallocated operating loss includes corporate governance costs not allocated to the operating segments.  Net unallocated expenses of $33 million were flat compared to last year.
 
Interest income consists primarily of income earned on our operating cash balances and other income-producing securities.  It does not include interest earned on funds held on behalf of clients.  Interest income was $6 million in 2011, an increase of $5 million from 2010, reflecting higher cash balances.
 
44 

 
Interest expense , which represents the cost of our worldwide debt obligations, increased $29 million primarily as a result of the debt issued in connection with the Hewitt acquisition.
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
There have been no changes in our critical accounting policies, which include restructuring, pensions, goodwill and other intangible assets, contingencies, share-based payments, and income taxes, as discussed in our 2010 Annual Report on Form 10-K.
 
NEW ACCOUNTING PRONOUNCEMENTS
 
Note 2 “Accounting Principles and Practices” of the Notes to the Condensed Consolidated Financial Statements contains a discussion of recently issued accounting pronouncements and their impact or future potential impact on our financial results, if determinable.
 
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.  Forward-looking statements relate to expectations or forecasts of future events.  They use words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “potential,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.”  You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.  For example, we may use forward-looking statements when addressing topics such as:  market and industry conditions, including competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives; the outcome of contingencies; dividend policy; the expected impact of acquisitions and dispositions; pension obligations; cash flow and liquidity; future actions by regulators; and the impact of changes in accounting rules.  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 Aon does business around the world;
·                   changes in the competitive environment;
·                   changes in global equity and fixed income markets that could influence the return on invested assets;
·                   changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;
·                   rating agency actions that could affect our ability to borrow funds;
·                   fluctuations in exchange and interest rates that could impact revenue and expense;
·                   the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions and ERISA class actions;
·                   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 cost of resolution of other contingent liabilities and loss contingencies, including potential liabilities arising from errors and omission claims against us;
 
45 

 
·                   failure to retain and attract qualified personnel;
·                   the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate, particularly given the global scope of our business and the possibility of conflicting regulatory requirements across jurisdictions in which we do business;
·                   the extent to which we retain existing clients and attract new businesses and our ability to incentivize and retain key employees;
·                   the extent to which we manage certain risks created in connection with the various services, including fiduciary and advisory services, among others, that we currently provide, or will provide in the future, to clients;
·                   disruption from the merger with Hewitt making it more difficult to maintain business and operational relationships;
·                   the possibility that the expected efficiencies and cost savings from the merger with Hewitt will not be realized, or will not be realized within the expected time period;
·                   the risk that the Hewitt businesses will not be integrated successfully;
·                   our ability to implement restructuring initiatives and other initiatives intended to yield cost savings, and the ability to achieve those cost savings;
·                   changes in commercial property and casualty markets and commercial premium rates that could impact revenues;
·                   the outcome of inquiries from regulators and investigations related to compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”) and non-U.S. anti-corruption laws; and
·                   changes in costs or assumptions associated with our HR Solutions’ outsourcing and consulting arrangement that affect the profitability of these arrangements.
 
Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance.  The factors identified above are not exhaustive.  Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently.  Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made.  We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events or otherwise.  Further information about factors that could materially affect Aon, including our results of operations and financial condition, is contained in the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010.
 
ITEM 3.   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 and foreign exchange rates.  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.
 
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 a portion of its revenue in U.S. dollars and Euros but most of its expenses are incurred in pounds sterling.  Our policy is to convert into pounds
 
46 

 
sterling sufficient U.S. dollar and Euro revenue to fund the subsidiary’s pound sterling expenses using OTC options and forward exchange contracts.  At March 31, 2011, we have hedged approximately 41% and 83% of our U.K. subsidiaries’ expected U.S. dollar and Euro transaction exposures for the next twelve months, respectively.  We do not generally hedge these exposures beyond three years.
 
The translated value of revenue and expense from our international brokerage operations are subject to fluctuations in foreign exchange rates.  First quarter 2011 diluted earnings per share were adversely impacted by approximately $0.02 related to translation losses.
 
We also use forward contracts to offset foreign exchange risk associated with foreign denominated inter-company notes.
 
Our 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.  This activity primarily relates to brokerage funds held on behalf of clients in the U.S. and on the continent of Europe.  A decrease in global short-term interest rates adversely affects our income.
 
47 

 
ITEM 4.   CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures.   We have conducted an evaluation of the effectiveness of the design and operation of our 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”) as of the end of the period covered by this quarterly report of March 31, 2011.  Based on this evaluation, our chief executive officer and chief financial officer concluded as of March 31, 2011 that our disclosure controls and procedures were effective such that the information relating to Aon, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to Aon’s management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in internal control over financial reporting .  During the first quarter 2011, the Company commenced a review and subsequent project to replace and upgrade certain core financial systems.  These financial system enhancements and related processes are expected to result in modifications to our internal controls principally in Europe, Middle East and Africa and Latin America, supporting financial transaction processing and reporting.  The implementation of these changes to software and systems is expected to be executed in phases throughout 2011.  Additionally, in the third quarter 2011 we expect to upgrade financial systems relating to our Order-To-Cash PeopleSoft platform used by the HR Solutions North American operations.  Other than the changes above, no changes in Aon’s internal control over financial reporting (as defined in Rule 13a — 15(F) of the Exchange Act) occurred during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, Aon’s internal control over financial reporting.
 
48 

 
PART II
 
OTHER INFORMATION

ITEM 1.	 	LEGAL PROCEEDINGS	
 	 	 	
See Note 16 (Commitments and Contingencies) to the Condensed Consolidated Financial Statements contained in Part I, Item 1, which is incorporated by reference herein.	
 
Item 1A.  Risk Factors.
 
The risk factors set forth in Part 1, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010 reflect certain risks associated with existing and potential lines of business and contain “forward-looking statements” as discussed in Part I, Item 2 of this report.  Readers should consider them in addition to the other information contained in this report as our business, financial condition or results of operations could be adversely affected if any of these risks actually occur.  There have been no material changes in our risk factors from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	
 	
(a)  None.	
(b)  None.	
(c)  Issuer Purchases of Equity Securities.	
 
The following information relates to the repurchase of equity securities by Aon or any affiliated purchaser during each month within the first quarter of 2011:

Period	 	Total Number of
Shares Purchased	 	Average Price Paid
per Share (1)	 	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
(1)  (2)	 	
1/1/11 — 1/31/11	 	—	 	$	—	 	—	 	$	2,014,948,003	 	
2/1/11 — 2/28/11	 	5,853,824	 	51.22	 	5,853,824	 	1,715,097,624	 	
3/1/11 — 3/31/11	 	967,000	 	51.67	 	967,000	 	1,655,130,636	 	
Total	 	6,820,824	 	$	51.29	 	6,820,824	 	1,655,130,636	 	

(1)          Does not include commissions paid to repurchase shares.
 
(2)          In the fourth quarter of 2007, our Board of Directors increased the authorized share repurchase program to $4.6 billion.  Shares may be repurchased through the open market or in privately negotiated transactions.  Through March 31, 2011, we repurchased 118.7 million shares of common stock at an average price (excluding commissions) of $40.97 per share for an aggregate purchase price of $4.6 billion since inception of this stock repurchase program, which has now been fully utilized.     In January 2010, our Board of Directors authorized a new share repurchase program under which up to $2 billion of common stock may be repurchased from time to time depending on market conditions or other factors through open market or privately negotiated transactions.  Through March 31, 2011, we repurchased 334.9 million shares through this program through the open market or in privately negotiated transactions.  The remaining authorized amount for stock purchase under the 2010 program is $1.7 billion.

ITEM 6.	 	EXHIBITS	
 	 	 	
Exhibits — The exhibits filed with this report are listed on the attached Exhibit Index.	
 
49 

 
SIGNATURE
 
Pursuant to the requirements 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	
 	(Registrant)	
 	 	
May 5, 2011	By: /s/ Laurel Meissner	
 	LAUREL MEISSNER	
 	SENIOR VICE PRESIDENT AND	
 	GLOBAL CONTROLLER	
 	(Principal Accounting Officer and duly authorized
officer of Registrant)	
 
50 

 
AON CORPORATION
 
Exhibit Index

Exhibit 
 Number	 	Description of Exhibit	
4.1	 	Amended and Restated Trust Deed dated January 12, 2011, between Aon Services Luxembourg & Co. S.C.A. (formerly known as Aon Financial Services Luxembourg S.A.), Aon Corporation and BNY Corporate Trustee Services Limited.	
4.2	 	Indenture dated as of March 8,2011, among Aon Finance N.S.1ULC, Aon Corporation and Computershare Trust Company of Canada — incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 8, 2011.	
10.1#	 	Employment Agreement dated as of September 30, 2010 between Aon Corporation and Russell P. Fradin.	
10.2#	 	Change in Control Agreement entered into as of November 19, 2010 between Aon Corporation and Russell P. Fradin.	
10.3#	 	Employment Agreement dated and effective as of February 25, 2008 between Aon Corporation and Michael J. O’Connor.	
10.4#	 	Aon Corporation Leadership Performance Program for 2001-2013.	
10.5#*	 	Aon Hewitt Performance Program for 2011-2013.	
10.6#	 	Senior Executive Incentive Compensation Plan.	
12.1	 	Statement regarding Computation of Ratio of Earnings to Fixed Charges.	
31.1	 	Certification of CEO.	
31.2	 	Certification of CFO.	
32.1	 	Certification of CEO Pursuant to section 1350 of Title 18 of the United States Code.	
32.2	 	Certification of CFO Pursuant to section 1350 of Title 18 of the United States Code.	
101	 	Interactive Data Files. The following materials are filed electronically with this Quarterly Report on Form 10-Q:	
 	 	101.INS XBRL Report Instance Document	
 	 	101.SCH XBRL Taxonomy Extension Schema Document	
 	 	101.CAL XBRL Taxonomy Calculation Linkbase Document	
 	 	101.DEF XBRL Taxonomy Definition Linkbase Document	
 	 	101.PRE XBRL Taxonomy Presentation Linkbase Document	
 	 	101.LAB XBRL Taxonomy Calculation Linkbase Document	

# Indicates a management contract or compensatory plan or arrangement.
 
* Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 
51 

Exhibit 4.1
 
EXECUTION VERSION
 
AMENDED AND RESTATED
TRUST DEED

12 JANUARY 2011

AON SERVICES LUXEMBOURG & CO S.C.A.
formerly known as
AON FINANCIAL SERVICES LUXEMBOURG S.A
 
and
 
AON CORPORATION
 
and
 
BNY CORPORATE TRUSTEE SERVICES LIMITED
 
constituting
 
€500,000,000
6.25 per cent. Guaranteed Notes due July 2014

 
CONTENTS

Clause	 	Page	
 	 	
1.	Definitions and Interpretation	3	
2.	Restatement of the Trust Deed	4	
3.	Continuity and Further Assurance	4	
4.	Miscellaneous	4	
Signatories	5	
 	 	
Exhibit	 	
 	 	
1.	Amended and Restated Trust Deed	6	

2 

 
THIS AMENDED AND RESTATED TRUST DEED is made on 12 January 2011
 
BETWEEN :
 
(1)                                 AON SERVICES LUXEMBOURG & CO S.C.A. ( formerly known as AON FINANCIAL SERVICES LUXEMBOURG S.A.) , a partnership limited by shares ( société en commandite par actions ), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 19, rue de Bitbourg, BP593, L-1273, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B146352 (the  Issuer );
 
(2)                                 AON CORPORATION , a company incorporated in the State of Delaware, USA, whose principal business office is at 200 East Randolph Street, Chicago, Illinois 60601, USA (the  Guarantor ); and
 
(3)                                 BNY CORPORATE TRUSTEE SERVICES LIMITED, a company incorporated under the laws of England and Wales, whose registered office is at 40th Floor, One Canada Square, London E14 5AL (the Trustee , which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders and Couponholders (each as defined below).
 
WHEREAS
 
(A)                                The parties to this Amended and Restated Trust Deed entered into the Trust Deed (as defined below).
 
(B)                                  The parties have agreed to amend and restate the Trust Deed pursuant to this Amended and Restated Trust Deed.
 
(C)                                  The parties note that by a resolution of the shareholders of the Issuer passed on 6 January 2011, the shareholders of the Issuer have resolved to convert the legal form of the Issuer from a société anonyme to a société en commandite par actions and to change its name to Aon Services Luxembourg & Co S.C.A. and to fully restate its articles of association to effect such changes.  By a resolution of the shareholders of the Issuer passed on 6 January 2011, a general partner has been appointed.
 
THE PARTIES AGREE as follows:
 
1.                                      DEFINITIONS AND INTERPRETATION
 
1.1                                In this Amended and Restated Trust Deed (including the Recitals), the following terms shall have the meanings indicated:
 
Trust Deed means the Trust Deed dated 1 July 2009.
 
1.2                                Terms defined in the Trust Deed shall, unless otherwise defined herein, have the same meaning herein.
 
3 

 
2.                                      RESTATEMENT OF THE TRUST DEED
 
2.1                                With effect from the date hereof the Trust Deed shall be amended and restated so that it shall be read and construed for all purposes, save where expressly set out in the Exhibit hereto, as set out in the Exhibit to this Amended and Restated Trust Deed.
 
3.                                      CONTINUITY AND FURTHER ASSURANCE
 
3.1                                Continuing Obligations
 
The provisions of the Trust Deed shall, save as amended hereby, continue in full force and effect.
 
3.2                                Further Assurance
 
Each of the parties hereto shall do all such acts and things necessary or desirable to give effect to the amendments effected by this Amended and Restated Trust Deed.
 
4.                                      MISCELLANEOUS
 
4.1                                Governing Law
 
This Amended and Restated Trust Deed and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, the laws of England and Wales.
 
4.2                                Counterparts
 
This Amended and Restated Trust Deed may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
DULY EXECUTED AND DELIVERED AS A DEED by each of the parties hereto or on its behalf on the date first before mentioned.
 
4 

 
SIGNATORIES

EXECUTED as a DEED by	)	
by AON SERVICES LUXEMBOURG & CO S.C.A.	)	
acting by the general partner	)	
acting under the authority	)	/s/ Maurice Buijzen	
of that partnership limited by shares,	)	Director	
in the presence of:	)	

Witness’s signature	  /s/ P.M. Gerrits	 	 	
 	 	
Name	 	
 	 	
Address	 	
 	 	
EXECUTED as a DEED by	)	
AON CORPORATION	)	
acting by	)	
acting under the authority	)	/s/ Paul Hagy	
of that company, in the presence of:	)	Vice President and Treasurer	

Witness’s signature	  /s/ Michele D. Welsh	 	 	
 	 	
Name	 	
 	 	
Address	 	
 	 	
EXECUTED as a DEED by	)	
BNY CORPORATE TRUSTEE SERVICES	)	
LIMITED	)	
acting by two of its lawful Attorneys:	)	

Attorney	/s/ Melissa Laidley	 	 	
 	 	 	 	
Attorney	/s/ Marco Thuo	 	 	
 	 	
in the presence of:	 	

Witness’s signature	  /s/ Trevor Blewen	 	 	
 	 	
Name	 	
 	 	
Address	 	

5 

 
EXHIBIT TRUST DEED

AMENDED AND RESTATED TRUST DEED

DATED 1 JULY 2009
AS AMENDED AND RESTATED ON 12 JANUARY 2011
 
AON SERVICES LUXEMBOURG & CO S.C.A
formerly known as
AON FINANCIAL SERVICES LUXEMBOURG S.A
 
and
 
AON CORPORATION
 
and
 
BNY CORPORATE TRUSTEE SERVICES LIMITED
 
constituting
 
€500,000,000
6.25 per cent. Guaranteed Notes due July 2014

ALLEN & OVERY LLP
LONDON	
45385-00225 ICM:7139352.17	

 
CONTENTS

Clause	 	Page	
 	 	 	
1.	Definitions	3	
2.	Covenant to Repay and to Pay Interest on the Notes	9	
3.	Form and Issue of Notes and Coupons	11	
4.	Fees, Duties and Taxes	12	
5.	Covenant of Compliance	12	
6.	Cancellation of Notes and Records	13	
7.	Guarantee	14	
8.	Enforcement	16	
9.	Action, Proceedings and Indemnification	16	
10.	Application of Moneys	16	
11.	Notice of Payments	17	
12.	Investment by Trustee	17	
13.	Partial Payments	17	
14.	Covenants by the Issuer and the Guarantor	18	
15.	Remuneration and Indemnification of Trustee	21	
16.	Supplement to Trustee Acts	23	
17.	Trustee’s Liability	28	
18.	Trustee Contracting with the Issuer and the Guarantor	28	
19.	Waiver, Authorisation and Determination	29	
20.	Holder of Definitive Note Assumed to be Couponholder	30	
21.	Substitution	30	
22.	Currency Indemnity	31	
23.	New Trustee	32	
24.	Trustee’s Retirement and Removal	33	
25.	Trustee’s Powers to be Additional	33	
26.	Notices	33	
27.	Governing Law	34	
28.	Submission to Jurisdiction	34	
29.	Counterparts	35	
30.	Contracts (Rights of Third Parties) Act 1999	35	
 	 	 	
Schedule	 	
 	 	
1.	Form of Global Notes	36	
 	Part 1	Form of Temporary Global Note	36	
 	Part 2	Form of Permanent Global Note	41	
2.	Form of Definitive Note and Coupon	46	
 	Part 1	Form of Definitive Note	46	
 	Part 2	Conditions of the Notes	50	
3.	Provisions for Meetings of Noteholders	65	
4.	Form of Authorised Signatories’ Certificate	74	
 	 	 	
Signatories	75	

2 

 
THIS TRUST DEED is made on 1 July 2009 and is amended and restated on 12 January 2011
 
BETWEEN :
 
(1)                                 AON SERVICES LUXEMBOURG & CO S.C.A ( formerly known as AON FINANCIAL SERVICES LUXEMBOURG S.A.) , a partnership limited by shares ( société en commandite par actions ), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 19, rue de Bitbourg, BP593, L-1273, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B146352 (the  Issuer );
 
(2)                                 AON CORPORATION , a company incorporated in the State of Delaware, USA, whose principal business office is at 200 East Randolph Street, Chicago, Illinois 60601, USA (the  Guarantor ); and
 
(3)                                 BNY CORPORATE TRUSTEE SERVICES LIMITED, a company incorporated under the laws of England and Wales, whose registered office is at 40th Floor, One Canada Square, London E14 5AL (the Trustee , which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders and Couponholders (each as defined below).
 
WHEREAS :
 
(A)                               By a resolution of the board of directors of the Issuer passed on 25 May , 2009 the Issuer has resolved to issue €500,000,000 6.25 per cent. Guaranteed Notes due July 2014 to be constituted by this Trust Deed.
 
(B)                               By a resolution of the board of directors of the Guarantor passed on 15 May, 2009 the Guarantor has agreed to guarantee the said Notes and to enter into certain covenants as set out in this Trust Deed.
 
(C)                               The said Notes in definitive form will be in bearer form with Coupons attached.
 
(D)                              By a resolution of the shareholders of the Issuer passed on 6 January 2011, the shareholders of the Issuer have resolved to convert the legal form of the Issuer from a société anonyme to a société en commandite par actions and to change its name to Aon Services Luxembourg & Co S.C.A. and to fully restate its articles of association to effect such changes.  By a resolution of the shareholders of the Issuer passed on 6 January 2011, a general partner has been appointed.
 
(E)                                The Trustee has agreed to act as trustee of these presents for the benefit of the Noteholders and Couponholders upon and subject to the terms and conditions of these presents.
 
NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:
 
1.                                       DEFINITIONS
 
1.1                                In these presents unless there is anything in the subject or context inconsistent therewith the following expressions shall have the following meanings:
 
Agency Agreement means the agreement appointing the initial Paying Agents in relation to the Notes and any other agreement for the time being in force appointing Successor paying
 
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agents in relation to the Notes, or in connection with their duties, the terms of which have previously been approved in writing by the Trustee, together with any agreement for the time being in force amending or modifying with the prior written approval of the Trustee any of the aforesaid agreements in relation to the Notes;
 
Appointee means any attorney, manager, agent, delegate, nominee, custodian or other person appointed by the Trustee under these presents;
 
Auditors means (a) for all actions and events that have taken place prior to the date of the amendment and restatement of these presents, the statutory auditor (“ commissaire aux comptes ”) of the Issuer and for all actions and events taking place on or after the date of the amendment and restatement of these presents, the supervisory board of the Issuer or the independent auditors for the time being of the Guarantor (as the case may be) or (b) in either case, in the event of such auditor being unable or unwilling promptly to carry out any action requested of them pursuant to the provisions of these presents, such other firm of accountants or such financial advisors as may be nominated or approved by the Trustee for the purposes of these presents;
 
Authorised Signatory means any person who (a) was for all actions and events that have taken place prior to the amendment and restatement of this Trust Deed, a director of the Issuer and for all actions and events taking place on or after the date of the amendment and restatement of the Trust Deed, is a general partner of the Issuer or a director, the chief executive officer, the chief financial officer, the general counsel, any vice president, including any executive or senior vice president or the treasurer of the Guarantor (as the case may be) or (b) has been notified by the Issuer or the Guarantor (as the case may be) in writing to the Trustee as being duly authorised to sign documents and to do other acts and things on behalf of the Issuer or the Guarantor (as the case may be) for the purposes of this Trust Deed;
 
Change of Control has the meaning given to it in Condition 7.3;
 
Change of Control Event has the meaning given to it in Condition 7.3;
 
Clearstream, Luxembourg means Clearstream Banking, société anonyme;
 
Companies Act 1915 means the Luxembourg act dated 10 August 1915 on commercial companies, as amended;
 
Conditions means the Conditions in the form set out in Schedule 2 as the same may from time to time be modified in accordance with these presents and any reference in these presents to a particular specified Condition or paragraph of a Condition shall in relation to the Notes be construed accordingly;
 
Couponholders means the several persons who are for the time being holders of the Coupons;
 
Coupons means the bearer interest coupons appertaining to the Notes in definitive form or, as the context may require, a specific number thereof and includes any replacements for Coupons issued pursuant to Condition 12 ( Replacement of Notes and Coupons );
 
Euroclear means Euroclear Bank S.A./N.V.;
 
Event of Default means any of the conditions, events or acts provided in Condition 10 ( Events of Default ) to be events upon the happening of which the Notes would, subject only to notice by the Trustee as therein provided, become immediately due and repayable;
 
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Extraordinary Resolution has the meaning set out in paragraph 0 of Schedule 3;
 
FSMA means the Financial Services and Markets Act 2000;
 
Global Note means the Temporary Global Note and/or the Permanent Global Note, as the context may require;
 
Investment Grade Rating has the meaning given to it in Condition 7.3;
 
Liability means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any value added tax or similar tax charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis;
 
Luxembourg means the Grand Duchy of Luxembourg;
 
Noteholders means the several persons who are for the time being holders of the Notes save that, for so long as such Notes or any part thereof are represented by a Global Note deposited with a common safekeeper for Euroclear and Clearstream, Luxembourg or, in respect of Notes in definitive form held in an account with Euroclear or Clearstream, Luxembourg, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg (other than Clearstream, Luxembourg, if Clearstream, Luxembourg shall be an accountholder of Euroclear, and Euroclear, if Euroclear shall be an accountholder of Clearstream, Luxembourg) as the holder of a particular principal amount of the Notes shall be deemed to be the holder of such principal amount of such Notes (and the holder of the relevant Global Note shall be deemed not to be the holder) for all purposes of these presents other than with respect to the payment of principal or interest on such principal amount of such Notes, the rights to which shall be vested, as against the Issuer and the Trustee, solely in such common safekeeper and for which purpose such common safekeeper shall be deemed to be the holder of such principal amount of such Notes in accordance with and subject to its terms and the provisions of these presents; and the words holder and holders and related expressions shall (where appropriate) be construed accordingly;
 
Notes means the notes in bearer form comprising the said €500,000,000 6.25 per cent. Guaranteed Notes due July 2014 of the Issuer hereby constituted or the principal amount thereof for the time being outstanding or, as the context may require, a specific number thereof and includes any replacements for Notes issued pursuant to Condition 12 ( Replacement of Notes and Coupons ) and (except for the purposes of Clause 3) the Temporary Global Note and the Permanent Global Note;
 
outstanding means, in relation to the Notes, all the Notes issued other than:
 
(a)                                  those Notes which have been redeemed pursuant to these presents;
 
(b)                                 those Notes in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including all interest payable thereon) have been duly paid to the Trustee or to the Principal Paying Agent, as applicable, in the manner provided in the Agency Agreement (and where appropriate notice to that effect has been given to the Noteholders in accordance with Condition 13 ( Notices )) and remain available for payment against presentation of the relevant Notes and/or Coupons;
 
(c)                                  those Notes which have been purchased and cancelled in accordance with Condition 7 ( Redemption and Purchase );
 
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(d)                                 those Notes which have become void under Condition 9 ( Prescription );
 
(e)                                  those mutilated or defaced Notes which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 12 ( Replacement of Notes and Coupons );
 
(f)                                    (for the purpose only of ascertaining the principal amount of the Notes outstanding and without prejudice to the status for any other purpose of the relevant Notes) those Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 12 ( Replacement of Notes and Coupons ); and
 
(g)                                 any Global Note to the extent that it shall have been exchanged for another Global Note in respect of the Notes or for the Notes in definitive form pursuant to its provisions;
 
PROVIDED THAT for each of the following purposes, namely:
 
(i)                                     the right to attend and vote at any meeting of the Noteholders or any of them, an Extraordinary Resolution in writing or an Ordinary Resolution in writing as envisaged by paragraph 0 of Schedule 3 and any direction or request by the holders of the Notes;
 
(ii)                                  the determination of how many and which Notes are for the time being outstanding for the purposes of subclause 9.1, Conditions 11 ( Enforcement ) and 15 ( Meetings of Noteholders, Modification, Waiver, Authorisation and Determination ) and paragraphs 0, 7 and 9 of Schedule 3;
 
(iii)                               any discretion, power or authority (whether contained in these presents or vested by operation of law) which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Noteholders or any of them; and
 
(iv)                              the determination by the Trustee whether any event, circumstance, matter or thing is, in its opinion, materially prejudicial to the interests of the Noteholders or any of them,
 
those Notes (if any) which are for the time being held by or on behalf of or for the benefit of the Issuer, the Guarantor, any other Subsidiary of the Guarantor, any holding company of the Guarantor or any other Subsidiary of any such holding company, in each case as beneficial owner, shall (unless and until ceasing to be so held) be deemed not to remain outstanding;
 
Paying Agents means the several institutions (including where the context permits the Principal Paying Agent) at their respective specified offices initially appointed as paying agents in relation to the Notes by the Issuer and the Guarantor pursuant to the Agency Agreement and/or, if applicable, any Successor paying agents in relation to the Notes;
 
Permanent Global Note means the permanent global note in respect of the Notes to be issued pursuant to Clause 3.3 in the form or substantially in the form set out in Schedule 1;
 
Potential Event of Default means any condition, event or act which, with the lapse of time and/or the issue, making or giving of any notice, certification, declaration, demand, determination and/or request and/or the taking of any similar action and/or the fulfilment of any similar condition, would constitute an Event of Default;
 
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Principal Paying Agent means the institution at its specified office initially appointed as principal paying agent in relation to the Notes by the Issuer and the Guarantor pursuant to the Agency Agreement or, if applicable, any Successor principal paying agent in relation to the Notes;
 
Rating Agencies has the meaning given to it in Condition 7.3;
 
Rating Event has the meaning given to it in Condition 7.3;
 
Relevant Date has the meaning set out in Condition 8 ( Taxation );
 
repay , redeem and pay shall each include both the others and cognate expressions shall be construed accordingly;
 
Significant Subsidiary has the meaning given to it in Condition 10 ( Events of Default );
 
Subsidiary has the meaning given to it in Condition 10 ( Events of Default );
 
Successor means, in relation to the Principal Paying Agent and the other Paying Agents, any successor to any one or more of them in relation to the Notes which shall become such pursuant to the provisions of these presents, the Agency Agreement and/or such other or further principal paying agent and/or paying agents (as the case may be) in relation to the Notes as may (with the prior approval of, and on terms previously approved by, the Trustee in writing) from time to time be appointed as such, and/or, if applicable, such other or further specified offices (in the former case being within the same place as those for which they are substituted) as may from time to time be nominated, in each case by the Issuer and, if applicable, the Guarantor, and (except in the case of the initial appointments and specified offices made under and specified in the Conditions and/or the Agency Agreement, as the case may be) notice of whose appointment or, as the case may be, nomination has been given to the Noteholders pursuant to subclause 14(l) in accordance with Condition 13 ( Notices );
 
Temporary Global Note means the temporary global note in respect of the Notes to be issued pursuant to Clause 3.1 in the form or substantially in the form set out in Schedule 1;
 
the Luxembourg Stock Exchange means the Luxembourg Stock Exchange or any successor thereto;
 
these presents means this Trust Deed and the Schedules and any trust deed supplemental hereto and the Schedules (if any) thereto and the Notes, the Coupons and the Conditions, all as from time to time modified in accordance with the provisions herein or therein contained;
 
Trust Corporation means a corporation entitled by rules made under the Public Trustee Act 1906 or entitled pursuant to any other comparable legislation applicable to a trustee in any other jurisdiction to carry out the functions of a custodian trustee;
 
Trustee Acts means the Trustee Act 1925 and the Trustee Act 2000;
 
words denoting the singular shall include the plural and vice versa;
 
words denoting one gender only shall include the other genders; and
 
words denoting persons only shall include firms and corporations and vice versa.
 
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1.2                                (a)                                  All references in these presents to principal and/or interest in respect of the Notes or to any moneys payable by the Issuer and/or the Guarantor under these presents shall be deemed to include a reference to any additional amounts which may be payable under Condition 8 ( Taxation ) or, if applicable, under any undertaking or covenant given pursuant to subclause 14(n) or subclause 21.1(b)(ii).
 
(b)                                 All references in these presents to U.S. dollars , dollars or the sign $ shall be construed as references to the lawful currency for the time being of the United States of America and all references in these presents to euro or the sign e shall be construed as references to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community as amended by the Treaty on European Union and as amended by the Treaty of Amsterdam.
 
(c)                                  All references in these presents to any statute or any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under any such modification or re-enactment.
 
(d)                                 All references in these presents to guarantees or to an obligation being guaranteed shall be deemed to include respectively references to indemnities or to an indemnity being given in respect thereof.
 
(e)                                  All references in these presents to any action, remedy or method of proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect of any jurisdiction other than England, references to such action, remedy or method of proceeding for the enforcement of the rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method of proceeding described or referred to in these presents.
 
(f)                                    All references in these presents to taking proceedings against the Issuer and/or the Guarantor shall be deemed to include references to proving in the winding up of the Issuer and/or the Guarantor (as the case may be).
 
(g)                                 Unless the context otherwise requires words or expressions used in these presents shall bear the same meanings as in the Companies Act 1985 and, in respect of the Issuer, as in the Companies Act 1915.
 
(h)                                 In this Trust Deed references to Schedules, clauses, subclauses, paragraphs and subparagraphs shall be construed as references to the Schedules to this Trust Deed and to the clauses, subclauses, paragraphs and subparagraphs of this Trust Deed respectively.
 
(i)                                     In these presents tables of contents and clause headings are included for ease of reference and shall not affect the construction of these presents.
 
(j)                                     All references in these presents to Notes being listed or having a listing shall, in relation to the Luxembourg Stock Exchange, be construed to mean that such Notes have been admitted to the official list of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s Euro MTF Market and all references in these presents to listing or listed shall include references to quotation and quoted , respectively.
 
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(k)                                 Any references to the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflects the amount of such customers’ interests in the Notes.
 
(l)                                    If at any relevant time the Notes are rated by less than three Rating Agencies, a Rating Event shall be deemed to have occurred for the purposes of these presents if the rating on the Notes is lowered by at least one of the Rating Agencies and the Notes are rated below an Investment Grade Rating by one of the Rating Agencies in any case on any day during the period (which period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the earlier of (i) the first public notice of the occurrence of a Change of Control or (ii) the first public notice of the Guarantor’s intention to effect a Change of Control, and ending 60 days following consummation of such Change of Control.
 
2.                                       COVENANT TO REPAY AND TO PAY INTEREST ON THE NOTES
 
2.1                                Subject to Condition 17 ( Further Issues ) and Clause 2.4 below, the aggregate principal amount of the Notes is limited to €500,000,000.
 
2.2                                The Issuer covenants with the Trustee that it will, in accordance with these presents, on the due date for the final maturity of the Notes provided for in the Conditions, or on such earlier date as the same or any part thereof may become due and repayable thereunder, pay or procure to be paid unconditionally to or to the order of the Trustee in euro in immediately available funds the principal amount of the Notes repayable on that date and shall in the meantime and until such date (both before and after any judgment or other order of a court of competent jurisdiction) pay or procure to be paid unconditionally to or to the order of the Trustee as aforesaid interest (which shall accrue from day to day) on the principal amount of the Notes at the rate of 6.25 per cent. per annum payable annually in arrear on 1 July, the first such payment (representing a full year’s interest) to be made on 1 July 2010 PROVIDED THAT:
 
(a)                                  every payment of principal or interest in respect of the Notes to or to the account of the Principal Paying Agent in the manner provided in the Agency Agreement shall operate in satisfaction pro tanto of the relative covenant by the Issuer in this clause except to the extent that there is default in the subsequent payment thereof in accordance with the Conditions to the Noteholders or Couponholders (as the case may be);
 
(b)                                 in any case where payment of principal is not made to the Trustee or the Principal Paying Agent on or before the due date, interest shall continue to accrue on the principal amount of the Notes (both before and after any judgment or other order of a court of competent jurisdiction) at the rate aforesaid (or, if higher, the rate of interest on judgment debts for the time being provided by English law) up to and including the date which the Trustee determines to be the date on and after which payment is to be made to the Noteholders in respect thereof as stated in a notice given to the Noteholders in accordance with Condition 13 ( Notices ) (such date to be not later than 30 days after the day on which the whole of such principal amount, together with an amount equal to the interest which has accrued and is to accrue pursuant to this proviso up to and including that date, has been received by the Trustee or the Principal Paying Agent); and
 
(c)                                  in any case where payment of the whole or any part of the principal amount of any Note is improperly withheld or refused upon due presentation thereof (other than in
 
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circumstances contemplated by proviso (b) above) interest shall accrue on that principal amount payment of which has been so withheld or refused (both before and after any judgment or other order of a court of competent jurisdiction) at the rate aforesaid (or, if higher, the rate of interest on judgment debts for the time being provided by English law) from and including the date of such withholding or refusal up to and including the date on which, upon further presentation of the relevant Note, payment of the full amount (including interest as aforesaid) in euro payable in respect of such Note is made or (if earlier) the seventh day after notice is given to the relevant Noteholder (in accordance with Condition 13 ( Notices )) that the full amount (including interest as aforesaid) in euro payable in respect of such Note is available for payment, provided that, upon further presentation thereof being duly made, such payment is made.
 
The Trustee will hold the benefit of this covenant on trust for the Noteholders and the Couponholders and itself in accordance with these presents.
 
TRUSTEE’S REQUIREMENTS REGARDING PAYING AGENTS
 
2.3                                At any time after an Event of Default or a Potential Event of Default shall have occurred or if there is failure to make payment of any amount in respect of any Note when due or the Trustee shall have received any money which it proposes to pay under clause 10 to the Noteholders and/or Couponholders, the Trustee may:
 
(a)                                   by notice in writing to the Issuer, the Guarantor, the Principal Paying Agent and the other Paying Agents require the Principal Paying Agent and the other Paying Agents pursuant to the Agency Agreement:
 
(i)                                    to act thereafter as Principal Paying Agent and Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the provisions of these presents mutatis mutandis on the terms provided in the Agency Agreement (save that the Trustee’s liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of these presents relating to the Notes and available for such purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or
 
(ii)                                 to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the relative Paying Agent is obliged not to release by any law or regulation; and/or
 
(b)                                  by notice in writing to the Issuer and the Guarantor require each of them to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent; with effect from the issue of any such notice to the Issuer and the Guarantor and until such notice is withdrawn proviso (a) to subclause 2.2 of this clause relating to the Notes shall cease to have effect.
 
FURTHER ISSUES
 
2.4                                  (a)                               The Issuer shall be at liberty from time to time (but subject always to the provisions of these presents) without the consent of the Noteholders or Couponholders to create
 
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and issue further notes or bonds (whether in bearer or registered form) either (i) ranking pari passu in all respects (or in all respects save for the first payment of interest thereon), and so that the same shall be consolidated and form a single series with the Notes and/or the further notes or bonds of any series or (ii) upon such terms as to ranking, interest, conversion, redemption and otherwise as the Issuer may at the time of issue thereof determine.
 
(b)                                  Any further notes which are to be created and issued pursuant to the provisions of paragraph 2.4(a) above so as to form a single series with the Notes shall be constituted by a trust deed supplemental to this Trust Deed and any other further notes or bonds which are to be created and issued pursuant to the provisions of paragraph 2.4(a) above shall be constituted by a separate trust deed.  In any such case the Issuer and the Guarantor shall prior to the issue of any further notes or bonds to be so constituted execute and deliver to the Trustee a trust deed (supplemental to this Trust Deed if in relation to the issue of further notes to be consolidated and form a single series with the Notes) (in relation to which all applicable stamp duties or other documentation fees, duties or taxes have been paid and, if applicable, duly stamped or denoted accordingly) containing a covenant by the Issuer in the form mutatis mutandis of subclause 2.2 in relation to the principal and interest in respect of such further notes or bonds and such other provisions (whether or not corresponding to any of the provisions contained in this Trust Deed) as the Trustee shall require including making such consequential modifications to this Trust Deed as the Trustee shall require in order to give effect to such issue of further notes or bonds.
 
(c)                                   A memorandum of every such supplemental trust deed (in relation to the issue of further notes to be consolidated and form a single series with the Notes) shall be endorsed by the Trustee on this Trust Deed and by the Issuer and the Guarantor on their duplicates of this Trust Deed.
 
(d)                                  Whenever it is proposed to create and issue any further notes or bonds the Issuer shall give to the Trustee not less than 7 days’ notice in writing of its intention so to do stating the amount of further notes or bonds proposed to be created and issued.
 
3.                                       FORM AND ISSUE OF NOTES AND COUPONS
 
3.1                                The Notes shall be represented initially by the Temporary Global Note which the Issuer shall issue to a safekeeper common to both Euroclear and Clearstream, Luxembourg on terms that such safekeeper shall hold the same for the account of the persons who would otherwise be entitled to receive the Notes in definitive form ( Definitive Notes ) (as notified to such safe-keeper by Credit Suisse Securities (Europe) Limited on behalf of the other Manager of the issue of the Notes) and the successors in title to such persons as appearing in the records of Euroclear and Clearstream, Luxembourg for the time being.
 
3.2                                The Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Schedule 1 and may be a facsimile. The Temporary Global Note shall be in the aggregate principal amount of €500,000,000 and shall be signed (a) manually or in facsimile on behalf of the Issuer by any two members of the board of directors of the Issuer who at the time of the issue of the Permanent Global Note are both in office in accordance with article 84 of the Companies Act 1915, and shall be authenticated by or on behalf of the Principal Paying Agent and shall be effectuated by the common safekeeper acting on the instructions of the Principal Paying Agent. The Temporary Global Note so executed, authenticated and effectuated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.
 
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3.3                                The Issuer shall issue the Permanent Global Note in exchange for the Temporary Global Note in accordance with the provisions thereof. The Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Schedule 1 and may be a facsimile.  The Permanent Global Note shall be in the aggregate principal amount of up to €500,000,000 and shall be signed (a) manually or in facsimile on behalf of the Issuer by any two members of the board of directors of the Issuer who at the time of the issue of the Temporary Global Note are both in office, and shall be authenticated by or on behalf of the Principal Paying Agent and shall be effectuated by the common safekeeper acting on the instructions of the Principal Paying Agent. The Permanent Global Note so executed, authenticated and effectuated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.
 
3.4                                The Issuer shall issue the Definitive Notes (together with the unmatured Coupons attached) in exchange for the Temporary Global Note and/or the Permanent Global Note in accordance with the provisions thereof.
 
3.5                              The Definitive Notes and the Coupons shall be to bearer in the respective forms or substantially in the respective forms set out in Schedule 2 and the Definitive Notes shall be issued in the denominations of €50,000 each (serially numbered) and shall be endorsed with the Conditions.  Title to the Definitive Notes and the Coupons shall pass by delivery.
 
3.6                                The Definitive Notes and the Coupons shall be signed manually or in facsimile on behalf of the Issuer by a general partner of the Issuer and shall be authenticated by or on behalf of the Principal Paying Agent.
 
3.7                                The Issuer may use the manual or facsimile signature of any person who at the date such signature is affixed and prior to the date of the amendment and restatement of these presents was a member of the board of directors of the Issuer as referred to in subclauses 3.2 and 3.3 and on or after the date of the amendment and restatement of these presents is an Authorised Signatory of the Issuer as referred to in subclause 3.6 above provided that at the time of issue of the Temporary Global Note, the Permanent Global Note or any of the Definitive Notes, as the case may be, he is still so authorised or the holder of such office. The Definitive Notes so signed and authenticated, and the Coupons so signed, upon execution and authentication of the relevant Definitive Notes, shall be binding and valid obligations of the Issuer.
 
4.                                       FEES, DUTIES AND TAXES
 
The Issuer will pay any stamp, issue, registration, documentary and other fees, duties and taxes, including interest and penalties, payable on or in connection with (a) the execution and delivery of these presents, (b) the constitution and issue of the Notes and the Coupons and (c) any action taken by or on behalf of the Trustee or (where permitted under these presents so to do) any Noteholder or Couponholder to enforce, or to resolve any doubt concerning, or for any other purpose in relation to, these presents.
 
5.                                       COVENANT OF COMPLIANCE
 
Each of the Issuer and the Guarantor severally covenants with the Trustee that it will comply with and perform and observe all the provisions of these presents which are expressed to be binding on it.  The Conditions shall be binding on the Issuer, the Guarantor, the Noteholders and the Couponholders.  The Trustee shall be entitled to enforce the obligations of the Issuer and the Guarantor under the Notes and the Coupons as if the same were set out and contained in the trust deeds constituting the same, which shall be read and construed as one document with the Notes and the Coupons.  The Trustee will hold the benefit of this covenant upon trust
 
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for itself and the Noteholders and the Couponholders according to its and their respective interests.
 
6.                                       CANCELLATION OF NOTES AND RECORDS
 
6.1                                The Issuer shall procure that all Notes (a) redeemed or (b) purchased and surrendered for cancellation by or on behalf of the Issuer, the Guarantor or any other Subsidiary of the Guarantor or (c) which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 12 ( Replacement of Notes and Coupons ) or (d) exchanged as provided in these presents (together in each case with all unmatured Coupons attached thereto or delivered therewith) and all Coupons paid in accordance with the Conditions or which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 12 ( Replacement of Notes and Coupons ) shall forthwith be cancelled by or on behalf of the Issuer and a certificate stating:
 
(a)                                   the aggregate principal amount of Notes which have been redeemed and the aggregate amounts in respect of Coupons which have been paid;
 
(b)                                  the serial numbers of such Notes in definitive form;
 
(c)                                   the total numbers (where applicable, of each denomination) by maturity date of such Coupons;
 
(d)                                  the aggregate amount of interest paid (and the due dates of such payments) on Global Notes;
 
(e)                                   the aggregate principal amount of Notes (if any) which have been purchased by or on behalf of the Issuer, the Guarantor or any other Subsidiary of the Guarantor and cancelled and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of the Coupons attached thereto or surrendered therewith; and
 
(f)                                     the aggregate principal amounts of Notes and the aggregate amounts in respect of Coupons which have been so exchanged or surrendered and replaced and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of such Coupons
 
shall be given to the Trustee by or on behalf of the Issuer as soon as possible and in any event within four months after the date of any such redemption, purchase, payment, exchange or replacement (as the case may be). The Trustee may accept such certificate as conclusive evidence of redemption, purchase, exchange or replacement pro tanto of the Notes or payment of interest thereon respectively and of cancellation of the relative Notes and Coupons.
 
6.2                                The Issuer shall procure (a) that the Principal Paying Agent shall keep a full and complete record of all Notes and Coupons (other than serial numbers of Coupons) and of their redemption, cancellation, payment or exchange (as the case may be) and of all replacement notes or coupons issued in substitution for lost, stolen, mutilated, defaced or destroyed Notes or Coupons and (b) that such records shall be made available to the Trustee at all reasonable times.
 
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7.                                       GUARANTEE
 
7.1                                The Guarantor hereby irrevocably and unconditionally, and notwithstanding the release of any other guarantor or any other person under the terms of any composition or arrangement with any creditors of the Issuer or any other Subsidiary of the Guarantor, guarantees to the Trustee:
 
(a)                                   the due and punctual payment in accordance with the provisions of these presents of the principal of and interest on the Notes and of any other amounts payable by the Issuer under these presents; and
 
(b)                                  the due and punctual performance and observance by the Issuer of each of the other provisions of these presents on the Issuer’s part to be performed or observed.
 
7.2                                If the Issuer fails for any reason whatsoever punctually to pay any such principal, interest or other amount, the Guarantor shall cause each and every such payment to be made as if the Guarantor instead of the Issuer were expressed to be the primary obligor under these presents and not merely as surety (but without affecting the nature of the Issuer’s obligations) with the intent that the holder of the relevant Note or Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by the Issuer.
 
7.3                                If any payment received by the Trustee or any Noteholder or Couponholder under the provisions of these presents shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) be avoided or set aside for any reason, such payment shall not be considered as discharging or diminishing the liability of the Guarantor and this guarantee shall continue to apply as if such payment had at all times remained owing by the Issuer and the Guarantor shall indemnify the Trustee and the Noteholders and/or Couponholders (as the case may be) in respect thereof PROVIDED THAT the obligations of the Issuer and/or the Guarantor under this subclause shall, as regards each payment made to the Trustee or any Noteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer.
 
7.4                                The Guarantor hereby agrees that its obligations under this clause shall be unconditional and that the Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to the Issuer in relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, whether or not any of the other provisions of these presents have been modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to the Issuer by or on behalf of the Noteholders or the Couponholders or the Trustee, whether or not any determination has been made by the Trustee pursuant to subclause 19.1, whether or not there have been any dealings or transactions between the Issuer, any of the Noteholders or Couponholders or the Trustee, whether or not the Issuer has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not the Issuer has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a guarantor.  Accordingly the validity of this guarantee shall not be affected by reason of any invalidity, irregularity, illegality or unenforceability of all or any of the obligations of the Issuer under these presents and this guarantee shall not be discharged nor shall the liability of the Guarantor under these presents be affected by any act, thing or omission or means
 
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whatever whereby its liability would not have been discharged if it had been the principal debtor.
 
7.5                                Without prejudice to the provisions of subclause 9.1 the Trustee may determine from time to time whether or not it will enforce this guarantee which it may do without making any demand of or taking any proceedings against the Issuer and may from time to time make any arrangement or compromise with the Guarantor in relation to this guarantee which the Trustee may consider expedient in the interests of the Noteholders.
 
7.6                                The Guarantor waives diligence, presentment, demand of payment, filing of claims with a court in the event of dissolution, liquidation, merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to these presents or the indebtedness evidenced thereby and all demands whatsoever and covenants that this guarantee shall be a continuing guarantee, shall extend to the ultimate balance of all sums payable and obligations owed by the Issuer under these presents, shall not be discharged except by complete performance of the obligations in these presents and is additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from the Guarantor or otherwise.
 
7.7                                If any moneys shall become payable by the Guarantor under this guarantee the Guarantor shall not, so long as the same remain unpaid, without the prior written consent of the Trustee:
 
(a)                                   in respect of any amounts paid by it under this guarantee, exercise any rights of subrogation or contribution or, without limitation, any other right or remedy which may accrue to it in respect of or as a result of any such payment; or
 
(b)                                  in respect of any other moneys for the time being due to the Guarantor by the Issuer, claim payment thereof or exercise any other right or remedy;
 
(including in either case claiming the benefit of any security or right of set-off or, on the liquidation of the Issuer, proving in competition with the Trustee).  If, notwithstanding the foregoing, upon the bankruptcy, insolvency, liquidation or administration of the Issuer, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Guarantor before payment in full of all amounts payable under these presents shall have been made to the Noteholders, the Couponholders and the Trustee, such payment or distribution shall be received by the Guarantor on trust to pay the same over immediately to the Trustee for application in or towards the payment of all sums due and unpaid under these presents in accordance with clause 10.
 
7.8                                Until all amounts which may be or become payable by the Issuer under these presents have been irrevocably paid in full, the Trustee may:
 
(a)                                   refrain from applying or enforcing any other moneys, security or rights held or received by the Trustee in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and the Guarantor shall not be entitled to the benefit of the same; and
 
(b)                                  hold in a suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this guarantee, without liability to pay interest on those moneys.
 
7.9                                The obligations of the Guarantor under these presents constitute direct, unconditional and (subject to the provisions of Condition 4 ( Negative Pledge )) unsecured obligations of the
 
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Guarantor and (subject as aforesaid) rank and will rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Guarantor, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.
 
8.                                       ENFORCEMENT
 
8.1                                The Trustee may at any time, at its discretion and without notice, take such proceedings and/or other steps as it may think fit against or in relation to each of the Issuer and the Guarantor to enforce their respective obligations under these presents.
 
8.2                                Proof that as regards any specified Note or Coupon the Issuer or the Guarantor (as the case may be) has made default in paying any amount due in respect of such Note or Coupon shall (unless the contrary be proved) be sufficient evidence that the same default has been made as regards all other Notes or Coupons (as the case may be) in respect of which the relevant amount is due and payable.
 
9.                                       ACTION, PROCEEDINGS AND INDEMNIFICATION
 
9.1                                The Trustee shall not be bound to take any action in relation to these presents (including but not limited to the giving of any notice pursuant to Condition 10 ( Events of Default ) or the taking of any proceedings and/or other steps mentioned in subclause 8.1) unless respectively directed or requested to do so (a) by an Extraordinary Resolution or (b) in writing by the holders of at least one-quarter in principal amount of the Notes then outstanding and in either case then only if it shall be indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities to which it may render itself liable or which it may incur by so doing.
 
9.2                                Notwithstanding anything else contained in these presents, the Trustee shall not be required to take any action prior to making any declaration that the Notes are immediately due and payable (save that it will procure notice to be given to the Noteholders of any Change of Control Event or Event of Default of which it has actual knowledge or express notice) if such action would require the Trustee to incur any expenditure or other financial liability or risk its own funds (including obtaining any advice which it might otherwise have thought appropriate to obtain).
 
9.3                                Only the Trustee may enforce the provisions of these presents. No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantor to enforce the performance of any of the provisions of these presents unless the Trustee having become bound as aforesaid to take proceedings fails to do so within a reasonable period and such failure is continuing.
 
10.                                APPLICATION OF MONEYS
 
All moneys received by the Trustee under these presents (including any moneys which represent principal or interest in respect of Notes or Coupons which have become void under Condition 9 ( Prescription )) shall be held by the Trustee upon trust to apply them (subject to clause 12):
 
(a)                                   First, in payment or satisfaction of all amounts then due and unpaid under clause 15 to the Trustee and/or any Appointee;
 
(b)                                  Secondly, in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes; and
 
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(c)                                   Thirdly , in payment of the balance (if any) to the Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Issuer shall be dealt with as between the Issuer, the Guarantor and any other person).
 
Without prejudice to this clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes which have become void or in respect of which claims have been prescribed under Condition 9 ( Prescription ), the Trustee will hold such moneys on the above trusts.
 
11.                                NOTICE OF PAYMENTS
 
The Trustee shall give notice to the Noteholders in accordance with Condition 13 ( Notices ) of the day fixed for any payment to them under clause 10. Such payment may be made in accordance with Condition 6 ( Payments ) and any payment so made shall be a good discharge to the Trustee.
 
12.                                INVESTMENT BY TRUSTEE
 
12.1                          If the amount of the moneys at any time available for the payment of principal and interest in respect of the Notes under Clause 10 is less than 10 per cent. of the nominal amount of the Notes then outstanding, the Trustee may at its discretion and pending payment invest such moneys in some or one of the investments hereinafter authorised for such periods as it may consider expedient with power from time to time at the like discretion to vary such investments and to accumulate such investments and the resulting interest and other income derived therefrom. The accumulated investments shall be applied under clause 10. All interest and other income deriving from such investments shall be applied first in payment or satisfaction of all amounts then due and unpaid under clause 15 to the Trustee and/or any Appointee and otherwise held for the benefit of and paid to the Noteholders or the holders of the related Coupons, as the case may be.
 
12.2                          Any moneys which under the trusts of these presents ought to or may be invested by the Trustee may be invested in the name or under the control of the Trustee in any investments or other assets in any part of the world whether or not they produce income or by placing the same on deposit in the name or under the control of the Trustee at such bank or other financial institution and in such currency as the Trustee may think fit. If that bank or institution is the Trustee or a subsidiary, holding or associated company of the Trustee, it need only account for an amount of interest equal to the amount of interest which would, at then current rates, be payable by it on such a deposit to an independent customer. The Trustee may at any time vary any such investments for or into other investments or convert any moneys so deposited into any other currency and shall not be responsible for any loss resulting from any such investments or deposits, whether due to depreciation in value, fluctuations in exchange rates or otherwise.
 
13.                                PARTIAL PAYMENTS
 
Upon any payment under clause 10 (other than payment in full against surrender of a Note or Coupon) the Note or Coupon in respect of which such payment is made shall be produced to the Trustee or the Paying Agent by or through whom such payment is made and the Trustee shall or shall cause such Paying Agent to enface thereon a memorandum of the amount and the date of payment but the Trustee may in any particular case dispense with such production and enfacement upon such indemnity being given as it shall think sufficient.
 
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14.                                COVENANTS BY THE ISSUER AND THE GUARANTOR
 
So long as any of the Notes remains outstanding (or, in the case of paragraphs (g), (h), (l), (m), (o) and (q), so long as any of the Notes or Coupons remains liable to prescription or, in the case of paragraph (n), until the expiry of a period of 30 days after the Relevant Date in respect of the payment of principal in respect of all such Notes remaining outstanding at such time) each of the Issuer and the Guarantor severally covenants with the Trustee that it shall:
 
(a)                                  give or procure to be given to the Trustee such opinions, certificates, information and evidence as it shall require and in such form as it shall require (including without limitation the procurement by the Issuer or the Guarantor (as the case may be) of all such certificates called for by the Trustee pursuant to subclause 16(c)) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law;
 
(b)                                 cause to be prepared on a quarterly or annual basis (as applicable) and certified by its Auditors in respect of each annual financial accounting period accounts in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of the Luxembourg Stock Exchange applicable to a listing on the Euro MTF market;
 
(c)                                  at all times keep proper books of account and allow the Trustee and any person appointed by the Trustee to whom the Issuer or the Guarantor (as the case may be) shall have no reasonable objection free access to such books of account at all reasonable times during normal business hours;
 
(d)                                 send to the Trustee (in addition to any copies to which it may be entitled as a holder of any securities of the Issuer or the Guarantor) two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document issued or sent to its shareholders, and every document issued or sent to holders of securities other than its shareholders (including the Noteholders) as soon as practicable (but not later than 30 days) after the issue or publication thereof and (in respect of the Guarantor only) which the Guarantor is obliged to file with the U.S. Securities and Exchange Commission;
 
(e)                                  forthwith give notice in writing to the Trustee of the coming into existence of any security interest which would require any security to be given to the Notes pursuant to Condition 4 ( Negative Pledge ) or of the occurrence of any Change of Control Event, Event of Default or any Potential Event of Default;
 
(f)                                    give to the Trustee (i) within ten days after demand by the Trustee therefore and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each financial period commencing with the financial period ended 31 December, 2008 in respect of the Guarantor only, and in respect of the Issuer, commencing with the financial period ending 31 December 2009 and in any event not later than 180 days after the end of each such annual financial period a certificate in or substantially in the form set out in Schedule 4, in respect of the Issuer or the Guarantor (as the case may be) signed by one Authorised Signatory of the Issuer or the Guarantor (as the case may be) to the effect that as at a date not more than seven days before delivering such certificate (the  certification date ) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Change of Control Event, Event of Default or any Potential Event of Default (or if such exists or existed specifying the same) and that during the period from and including the certification
 
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date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Issuer or the Guarantor (as the case may be) has complied with all its obligations contained in these presents or (if such is not the case) specifying the respects in which it has not complied;
 
(g)                                 at all times execute and do all such further documents, acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to these presents;
 
(h)                                 at all times maintain Paying Agents in accordance with the Conditions;
 
(i)                                     procure the Principal Paying Agent to notify the Trustee forthwith in the event that the Principal Paying Agent does not, on or before the due date for any payment in respect of the Notes or any of them or any of the Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full amount in the requisite currency of the moneys payable on such due date on all such Notes or Coupons as the case may be;
 
(j)                                     in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them or any of the Coupons being made after the due date for payment thereof forthwith give or procure to be given notice to the relevant Noteholders in accordance with Condition 13 ( Notices ) that such payment has been made;
 
(k)                                  use its best endeavours to maintain the listing of the Notes on the Euro MTF market of the Luxembourg Stock Exchange or, if it is unable to do so having used its best endeavours or if the Trustee considers that the maintenance of such listing is unduly onerous and the Trustee is of the opinion that to do so would not be materially prejudicial to the interests of the Noteholders, use its best endeavours to obtain and maintain a quotation or listing of the Notes on such other stock exchange or exchanges or securities market or markets which is not regulated market for the purposes of the Prospectus Directive as the Issuer may (with the prior written approval of the Trustee) decide and shall also upon obtaining a quotation or listing of the Notes on such other stock exchange or exchanges or securities market or markets enter into a trust deed supplemental to this Trust Deed to effect such consequential amendments to these presents as the Trustee may require or as shall be requisite to comply with the requirements of any such stock exchange or securities market;
 
(l)                                     give notice to the Noteholders in accordance with Condition 13 ( Notices ) of any appointment, resignation or removal of any Paying Agent (other than the appointment of the initial Paying Agents) after having obtained the prior written approval of the Trustee thereto or any change of any Paying Agent’s specified office and (except as provided by the Agency Agreement or the Conditions) at least 30 days prior to such event taking effect; PROVIDED ALWAYS THAT so long as any of the Notes or Coupons remains liable to prescription in the case of the termination of the appointment of the Principal Paying Agent no such termination shall take effect until a new Principal Paying Agent has been appointed on terms previously approved in writing by the Trustee;
 
(m)                               send to the Trustee, not less than 14 days prior to which any such notice is to be given, the form of every notice to be given to the Noteholders in accordance with Condition 13 ( Notices ) and obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the final form of every notice to be given
 
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to the Noteholders in accordance with Condition 13 ( Notices ) (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of FSMA of a communication within the meaning of Section 21 of the FSMA);
 
(n)                                 if payments of principal or interest in respect of the Notes or the Coupons by the Issuer or the Guarantor shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to the Grand Duchy of Luxembourg or the United States of America or any such political sub-division or any such authority therein or thereof, immediately upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 8 ( Taxation ) with the substitution for (or, as the case may be, the addition to) the references therein to the Grand Duchy of Luxembourg or the United States of America or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid, such supplemental trust deed also (where applicable) to modify Condition 7.2 ( Redemption and Purchase — Redemption for Taxation Reasons ) so that such Condition shall make reference to the other or additional territory, any political sub-division and any authority therein or thereof having power to tax;
 
(o)                                 comply with and perform all its obligations under the Agency Agreement and use its best endeavours to procure that the Paying Agents comply with and perform all their respective obligations thereunder and any notice given by the Trustee pursuant to Clause 2.3(a)(i) and not make any amendment or modification to such Agreement without the prior written approval of the Trustee and use all reasonable endeavours to make such amendments to such Agreement as the Trustee may require;
 
(p)                                 in order to enable the Trustee to ascertain the principal amount of Notes for the time being outstanding for any of the purposes referred to in the proviso to the definition of outstanding in Clause 1, deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate in writing signed by an Authorised Signatory of the Issuer or an Authorised Signatory of the Guarantor (as appropriate) setting out the total number and aggregate principal amount of Notes which:
 
(i)                                    up to and including the date of such certificate have been purchased by the Issuer, the Guarantor or any other Subsidiary of the Guarantor and cancelled; and
 
(ii)                                 are at the date of such certificate held by, for the benefit of, or on behalf of, the Issuer, the Guarantor, any other Subsidiary of the Guarantor, any holding company of the Guarantor or any other Subsidiary of such holding company;
 
(q)                                 procure its Subsidiaries to comply with all (if any) applicable provisions of Condition 7 ( Redemption and Purchase );
 
(r)                                    procure that each of the Paying Agents makes available for inspection by Noteholders and Couponholders at its specified office copies of these presents, the Agency Agreement and the then latest audited balance sheets and profit and loss accounts (consolidated if applicable) of the Issuer and the Guarantor;
 
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(s)                                  give to the Trustee (i) on the date hereof and (ii) at the same time as sending to it the certificates referred to in paragraph (f) above, a report by an Authorised Signatory of the Guarantor addressed to the Trustee (with a form and content satisfactory to the Trustee) listing those Subsidiaries of the Guarantor which as at the first day on which the then latest audited consolidated accounts of the Guarantor became available were Significant Subsidiaries for the purposes of Condition 10 ( Events of Default );
 
(t)                                    give to the Trustee, as soon as reasonably practicable after the acquisition or disposal of any company which thereby becomes or ceases to be a Significant Subsidiary or after any transfer is made to any Subsidiary of the Guarantor which thereby becomes a Significant Subsidiary, a report by an Authorised Signatory of the Guarantor addressed to the Trustee (with a form and content satisfactory to the Trustee) to such effect;
 
(u)                                 prior to making any modification or amendment or supplement to these presents, procure the delivery of (a) legal opinion(s) as to English and any other relevant law, addressed to the Trustee, dated the date of such modification or amendment or supplement, as the case may be, and in a form acceptable to the Trustee from legal advisers acceptable to the Trustee;
 
(v)                                 give notice to the Trustee of the proposed redemption of the Notes at least 5 business days in London prior to the giving of any notice of redemption in respect of such Notes pursuant to Condition 13 ( Notices );
 
(w)                               at all times use all reasonable endeavours to minimise taxes and any other costs arising in connection with its payment obligations in respect of the Notes;
 
(x)                                   use all reasonable endeavours to procure that Euroclear and/or Clearstream, Luxembourg (as the case may be) issue(s) any record, certificate or other document requested by the Trustee under Clause 16(u) or otherwise as soon as practicable after such request;
 
(y)                                 procure that the Notes are at all times rated by at least one Rating Agency.
 
15.                                REMUNERATION AND INDEMNIFICATION OF TRUSTEE
 
15.1                          The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of this Trust Deed, such remuneration to be at such rate and to be paid on such dates as may from time to time be agreed between the Issuer and the Trustee. The rate of remuneration in force from time to time may upon the final redemption of the whole of the Notes be reduced by such amount as shall be agreed between the Issuer and the Trustee, such reduced remuneration to be calculated from such date as shall be agreed as aforesaid.  Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or, as the case may be, the Trustee PROVIDED THAT if upon due presentation of any Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue.
 
15.2                          In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by the Issuer or the Guarantor to undertake duties which the Trustee and the Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents
 
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the Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them.
 
15.3                          The Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax chargeable in respect of its remuneration under these presents.
 
15.4                          In the event of the Trustee and the Issuer failing to agree:
 
(a)                                  (in a case to which subclause 15.1 above applies) upon the amount of the remuneration; or
 
(b)                                 (in a case to which subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration,
 
such matters shall be determined by a person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such person being payable by the Issuer) and the determination of any such person shall be final and binding upon the Trustee and the Issuer.
 
15.5                          Without prejudice to the right of indemnity by law given to trustees, each of the Issuer and the Guarantor shall severally indemnify the Trustee and every Appointee and keep it or him indemnified against all Liabilities to which it or he may be or become subject or which may be incurred by it or him in the preparation and execution or purported execution of any of its or his trusts, powers, authorities and discretions under these presents or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any such appointment (including all Liabilities incurred in disputing or defending any of the foregoing).
 
15.6                          All amounts payable pursuant to subclause 15.5 shall be payable by the Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall carry interest at the rate of two per cent. per annum above the Base Rate (on the date on which payment was made by the Trustee) of National Westminster Bank Plc from the date such demand is made, and in all other cases shall (if not paid within 30 days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from such thirtieth day of such other date specified in such demand.  All remuneration payable to the Trustee shall carry interest at such rate from the due date therefor.
 
15.7                          The Issuer hereby further undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this clause shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this clause in the absence of any such set-off, counterclaim, deduction or withholding.
 
15.8                          Unless otherwise specifically stated in any discharge of these presents the provisions of this clause shall continue in full force and effect notwithstanding such discharge.
 
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16.                                SUPPLEMENT TO TRUSTEE ACTS
 
Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents.  Where there are any inconsistencies between the Trustee Acts and the provisions of these presents, the provisions of these presents shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of these presents shall constitute a restriction or exclusion for the purposes of that Act.  The Trustee shall have all the powers conferred upon trustees by the Trustee Acts and by way of supplement thereto it is expressly declared as follows:
 
(a)                                  The Trustee may in relation to these presents act on the advice or opinion of or any information (whether addressed to the Trustee or not) obtained from any lawyer, valuer, accountant, surveyor, banker, broker, auctioneer or other expert whether obtained by the Issuer, the Guarantor, the Trustee or otherwise and shall not be responsible for any Liability occasioned by so acting.
 
(b)                                 Any such advice, opinion or information may be sent or obtained by letter, telex, telegram, facsimile transmission, e-mail or cable and the Trustee shall not be liable for acting on any advice, opinion or information purporting to be conveyed by any such letter, telex, telegram, facsimile transmission, e-mail or cable although the same shall contain some error or shall not be authentic.
 
(c)                                  The Trustee may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or thing a certificate signed by an Authorised Signatory of the Issuer and/or the Guarantor and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any Liability that may be occasioned by it or any other person acting on such certificate.
 
(d)                                 The Trustee shall be at liberty to hold these presents and any other documents relating thereto or to deposit them in any part of the world with any banker or banking company or company whose business includes undertaking the safe custody of documents or lawyer or firm of lawyers considered by the Trustee to be of good repute and the Trustee shall not be responsible for or required to insure against any Liability incurred in connection with any such holding or deposit and may pay all sums required to be paid on account of or in respect of any such deposit.
 
(e)                                  The Trustee shall not be responsible for the receipt or application of the proceeds of the issue of any of the Notes by the Issuer, the exchange of any Global Note for another Global Note or definitive Notes or the delivery of any Global Note or definitive Notes to the person(s) entitled to it or them.
 
(f)                                    The Trustee shall not be bound to give notice to any person of the execution of any documents comprised or referred to in these presents or to take any steps to ascertain whether any Change of Control Event, Event of Default or any Potential Event of Default has happened and, until it shall have actual knowledge or express notice pursuant to these presents to the contrary, the Trustee shall be entitled to assume that no Change of Control Event, Event of Default or Potential Event of Default has happened and that each of the Issuer and the Guarantor is observing and performing all its obligations under these presents.
 
(g)                                 Save as expressly otherwise provided in these presents, the Trustee shall have absolute and uncontrolled discretion as to the exercise or non-exercise of its trusts, powers, authorities and discretions under these presents (the exercise or non-exercise of which as between the Trustee and the Noteholders and Couponholders shall be
 
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conclusive and binding on the Noteholders and Couponholders) and shall not be responsible for any Liability which may result from their exercise or non-exercise and in particular the Trustee shall not be bound to act at the request or direction of the Noteholders or otherwise under any provision of these presents or to take at such request or direction or otherwise any other action under any provision of these presents, without prejudice to the generality of subclause 9.1, unless it shall first be indemnified to its satisfaction against all Liabilities to which it may render itself liable or which it may incur by so doing.
 
(h)                                 The Trustee shall not be liable to any person by reason of having acted upon any Extraordinary Resolution in writing or any Extraordinary or other resolution purporting to have been passed at any meeting of Noteholders in respect whereof minutes have been made and signed or any direction or request of Noteholders even though subsequent to its acting it may be found that there was some defect in the constitution of the meeting or the passing of the resolution or (in the case of an Extraordinary Resolution in writing, a direction or request) it was not signed by the requisite number of Noteholders or that for any reason the resolution, direction or request was not valid or binding upon such Noteholders and the relative Couponholders.
 
(i)                                     The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any Note or Coupon purporting to be such and subsequently found to be forged or not authentic.
 
(j)                                     Any consent or approval given by the Trustee for the purposes of these presents may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit and notwithstanding anything to the contrary in these presents may be given retrospectively.  The Trustee may give any consent or approval, exercise any power, authority or discretion or take any similar action (whether or not such consent, approval, power, authority, discretion or action is specifically referred to in these presents) if it is satisfied that the interests of the Noteholders will not be materially prejudiced thereby.  For the avoidance of doubt, the Trustee shall not have any duty to the Noteholders in relation to such matters other than that which is contained in the preceding sentence.
 
(k)                                  The Trustee shall not (unless and to the extent ordered so to do by a court of competent jurisdiction) be required to disclose to any Noteholder or Couponholder any information (including, without limitation, information of a confidential, financial or price sensitive nature) made available to the Trustee by the Issuer or the Guarantor or any other person in connection with these presents and no Noteholder or Couponholder shall be entitled to take any action to obtain from the Trustee any such information.
 
(l)                                     Where it is necessary or desirable for any purpose in connection with these presents to convert any sum from one currency to another it shall (unless otherwise provided by these presents or required by law) be converted at such rate or rates, in accordance with such method and as at such date for the determination of such rate of exchange, as may be agreed by the Trustee in consultation with the Issuer or the Guarantor as relevant and any rate, method and date so agreed shall be binding on the Issuer, the Guarantor, the Noteholders and the Couponholders.
 
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(m)                               The Trustee may certify that any of the conditions, events and acts set out in subparagraph (b) of Condition 10.1 ( Events of Default ) (each of which conditions, events and acts shall, unless in any case the Trustee in its absolute discretion shall otherwise determine, for all the purposes of these presents be deemed to include the circumstances resulting therein and the consequences resulting therefrom) is in its opinion materially prejudicial to the interests of the Noteholders and any such certificate shall be conclusive and binding upon the Issuer, the Guarantor, the Noteholders and the Couponholders.
 
(n)                                 The Trustee as between itself and the Noteholders and Couponholders may determine all questions and doubts arising in relation to any of the provisions of these presents.  Every such determination, whether or not relating in whole or in part to the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee and the Noteholders and Couponholders.
 
(o)                                 In connection with the exercise by it of any of its trusts, powers, authorities and discretions under these presents (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class and shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantor, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 8 ( Taxation ) and/or any undertaking given in addition thereto or in substitution therefor under these presents.
 
(p)                                 Any trustee of these presents being a lawyer, accountant, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his firm in connection with the trusts of these presents and also his proper charges in addition to disbursements for all other work and business done and all time spent by him or his firm in connection with matters arising in connection with these presents.
 
(q)                                 The Trustee may whenever it thinks fit (but, (except where following consultation with the Guarantor (where practicable), (i) the Trustee considers such appointment to be in the interests of the Noteholders; or (ii) the delegation is for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (iii) the delegation is for the purposes of obtaining a judgement in any jurisdiction or the enforcement in any jurisdiction of either a judgement already obtained or any of the provisions of this Trust Deed against the Issuer and/or the Guarantor; or (iv) the Trustee in its absolute discretion determines that such delegation is necessary or desirable to avoid any actual or potential conflict of interest) with the consent of the Guarantor, delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons (whether being a joint trustee of these presents or not) all or any of its trusts, powers, authorities and discretions under these presents.  Such delegation may be made upon such terms (including power to sub-delegate) and subject to such conditions and regulations as the Trustee may in the interests of the Noteholders think
 
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fit.  The Trustee shall not be under any obligation to supervise the proceedings or acts of any such delegate or sub-delegate or be in any way responsible for any Liability incurred by reason of any misconduct or default on the part of any such delegate or sub-delegate.  The Trustee shall within a reasonable time after any such delegation or any renewal, extension or termination thereof give notice thereof to the Issuer and the Guarantor.
 
(r)                                    The Trustee may in the conduct of the trusts of these presents instead of acting personally employ and pay an agent (whether being a lawyer or other professional person) to transact or conduct, or concur in transacting or conducting, any business and to do, or concur in doing, all acts required to be done in connection with these presents (including the receipt and payment of money).  The Trustee shall not be in any way responsible for any Liability incurred by reason of any misconduct or default on the part of any such agent or be bound to supervise the proceedings or acts of any such agent.
 
(s)                                  The Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to such assets of the trusts constituted by these presents as the Trustee may determine, including for the purpose of depositing with a custodian these presents or any document relating to the trusts constituted by these presents and the Trustee shall not be responsible for any Liability incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder or be bound to supervise the proceedings or acts of such person; the Trustee is not obliged to appoint a custodian if the Trustee invests in securities payable to bearer.
 
(t)                                    The Trustee shall not be responsible for, nor shall the Trustee by the execution of this Trust Deed be deemed to make any representation as to, the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of these presents or any other document relating or expressed to be supplemental thereto and shall not be liable for any failure to obtain any licence, consent or other authority for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of these presents or any other document relating or expressed to be supplemental thereto.
 
(u)                                 The Trustee may call for and shall rely on any record, certificate or other document of or to be issued by Euroclear or Clearstream, Luxembourg in relation to any determination of the nominal amount of Notes represented by a Global Note standing to the account of any person.  Any such record, certificate or other document shall be conclusive and binding for all purposes.  Any such record, certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its usual procedures and in which the holder of a particular principal amount of Notes is clearly identified together with the amount of such holding.  The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any such record, certificate or other document to such effect purporting to be issued by Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not authentic.
 
(v)                                 The Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to the Notes or for checking or commenting upon the content of any such legal opinion and shall not be responsible for any Liability incurred thereby.
 
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(w)           Subject to the requirements, if any, of the Luxembourg Stock Exchange, any corporation into which the Trustee shall be merged or converted or with which it shall be consolidated or any company resulting from any such merger, conversion or consolidation, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be a party hereto and shall be the Trustee under these presents (provided it is a trust corporation) without executing or filing any paper or document or any further act on the part of the parties thereto.
 
(x)             The Trustee shall not be bound to take any action in connection with these presents or any obligations arising pursuant thereto, including, without prejudice to the generality of the foregoing, forming any opinion or employing any financial adviser, where it is not reasonably satisfied that the Issuer will be able to indemnify it against all Liabilities which may be incurred in connection with such action and may demand prior to taking any such action that there be paid to it in advance such sums as it reasonably considers (without prejudice to any further demand) shall be sufficient so to indemnify it and on such demand being made the Issuer shall be obliged to make payment of all such sums in full.
 
(y)            No provision of these presents shall require the Trustee to do anything which, in its opinion based upon legal advice in the relevant jurisdiction, (i) may be illegal or contrary to any applicable law or regulation, (ii) it would not have the power to do in that jurisdiction by virtue of any applicable law or regulation or if it is determined by any court or other competent authority in that it does not have such power, or (iii) cause it to expend or risk its own funds or otherwise incur any Liability in the performance of any of its duties or in the exercise of any of its rights, powers or discretions, if it shall have grounds for believing that repayment of such funds or adequate indemnity, security or prefunding against such risk or Liability is not assured to it.
 
(z)             Unless notified to the contrary, the Trustee shall be entitled to assume without enquiry (other than requesting a certificate pursuant to subclause 14(p)) that no Notes are held by, for the benefit of, or on behalf of, the Issuer, the Guarantor, any other Subsidiary of the Guarantor, any holding company of the Guarantor or any other Subsidiary of such holding company.
 
(aa)          The Trustee shall have no responsibility whatsoever to the Issuer, the Guarantor, any Noteholder or Couponholder or any other person for the maintenance of or failure to maintain any rating of any of the Notes by any rating agency.
 
(bb)          Any certificate or report of the Auditors of the Guarantor or any other person called for by or provided to the Trustee (whether or not addressed to the Trustee) in accordance with or for the purposes of these presents may be relied upon by the Trustee as sufficient evidence of the facts stated therein notwithstanding that such certificate or report and/or any engagement letter or other document entered into by the Trustee in connection therewith contains a monetary or other limit on the liability of the Auditors of the Guarantor or such other person in respect thereof and notwithstanding that the scope and/or basis of such certificate or report may be limited by any engagement or similar letter or by the terms of the certificate or report itself.
 
(cc)          The Trustee shall not be responsible for, or for investigating any matter which is the subject of, any recital, statement, representation, warranty or covenant of any person contained in these presents, or any other agreement or document relating to the
 
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transactions contemplated in these presents or under such other agreement or document.
 
(dd)          The Trustee shall not be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in accordance with the provisions of these presents.
 
(ee)          The Trustee shall not be liable for any error of judgment made in good faith by responsible officer(s) or employee(s) of the Trustee, unless the Trustee fails to show the degree of care and diligence required of it as a trustee.
 
17.           TRUSTEE’S LIABILITY
 
Nothing in these presents shall in any case in which the Trustee has failed to show the degree of care and diligence required of it as trustee having regard to the provisions of these presents conferring on it any trusts, powers, authorities or discretions exempt the Trustee from or indemnify it against any liability for breach of trust or any other liability which by virtue of any rule of law would otherwise attach to it in respect of any wilful default, gross negligence or bad faith of which it may be guilty in relation to its duties under these presents.
 
18.           TRUSTEE CONTRACTING WITH THE ISSUER AND THE GUARANTOR
 
Neither the Trustee nor any director or officer or holding company, Subsidiary or associated company of a corporation acting as a trustee under these presents shall by reason of its or his fiduciary position be in any way precluded from:
 
(a)            entering into or being interested in any contract or financial or other transaction or arrangement with the Issuer or the Guarantor or any person or body corporate associated with the Issuer or the Guarantor (including without limitation any contract, transaction or arrangement of a banking or insurance nature or any contract, transaction or arrangement in relation to the making of loans or the provision of financial facilities or financial advice to, or the purchase, placing or underwriting of or the subscribing or procuring subscriptions for or otherwise acquiring, holding or dealing with, or acting as paying agent in respect of, the Notes or any other notes, bonds stocks, shares, debenture stock, debentures or other securities of, the Issuer or the Guarantor or any person or body corporate associated as aforesaid); or
 
(b)            accepting or holding the trusteeship of any other trust deed constituting or securing any other securities issued by or relating to the Issuer or the Guarantor or any such person or body corporate so associated or any other office of profit under the Issuer or the Guarantor or any such person or body corporate so associated,
 
and shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such contract, transaction or arrangement as is referred to in (a) above or, as the case may be, any such trusteeship or office of profit as is referred to in (b) above without regard to the interests of the Noteholders and notwithstanding that the same may be contrary or prejudicial to the interests of the Noteholders and shall not be responsible for any Liability occasioned to the Noteholders thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
 
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Where any holding company, subsidiary or associated company of the Trustee or any director or officer of the Trustee acting other than in his capacity as such a director or officer has any information, the Trustee shall not thereby be deemed also to have knowledge of such information and, unless it shall have actual knowledge of such information, shall not be responsible for any loss suffered by Noteholders resulting from the Trustee’s failing to take such information into account in acting or refraining from acting under or in relation to these presents.
 
19.           WAIVER, AUTHORISATION AND DETERMINATION
 
19.1          The Trustee may without the consent or sanction of the Noteholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or Potential Event of Default from time to time and at any time but only if and in so far as in its opinion the interests of the Noteholders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Issuer or the Guarantor of any of the covenants or provisions contained in these presents or determine that any Event of Default or Potential Event of Default shall not be treated as such for the purposes of these presents PROVIDED ALWAYS THAT the Trustee shall not exercise any powers conferred on it by this clause in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 11 ( Enforcement ) but so that no such direction or request shall affect any waiver, authorisation or determination previously given or made.  Any such waiver, authorisation or determination may be given or made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding on the Noteholders and the Couponholders and, if, but only if, the Trustee shall so require, shall be notified by the Issuer to the Noteholders in accordance with Condition 13 ( Notices ) as soon as practicable thereafter.
 
MODIFICATION
 
19.2          The Trustee may without the consent or sanction of the Noteholders or Couponholders at any time and from time to time concur with the Issuer and the Guarantor in making any modification (a) to these presents (including, without limitation, the proviso to paragraph 7 of Schedule 3 or any matters referred to in that proviso) which in the opinion of the Trustee it may be proper to make PROVIDED THAT the Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the Noteholders or (b) to these presents if in the opinion of the Trustee such modification is of a formal, minor or technical nature or to correct a manifest error or an error which is, in the opinion of the Trustee, proven. Any such modification may be made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding upon the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, shall be notified by the Issuer to the Noteholders in accordance with Condition 13 ( Notices ) as soon as practicable thereafter.
 
BREACH
 
19.3          Any breach of or failure to comply with any such terms and conditions as are referred to in subclauses 19.1 and 19.2 shall constitute a default by the Issuer or the Guarantor (as the case may be) in the performance or observance of a covenant or provision binding on it under or pursuant to these presents.
 
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20.           HOLDER OF DEFINITIVE NOTE ASSUMED TO BE COUPONHOLDER
 
20.1          Wherever in these presents the Trustee is required or entitled to exercise a power, trust, authority or discretion under these presents, except as ordered by a court of competent jurisdiction or as required by applicable law, the Trustee shall, notwithstanding that it may have notice to the contrary, assume that each Noteholder is the holder of all Coupons appertaining to each Note in definitive form of which he is the holder.
 
NO NOTICE TO COUPONHOLDERS
 
20.2          Neither the Trustee nor the Issuer nor the Guarantor shall be required to give any notice to the Couponholders for any purpose under these presents and the Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with Condition 13 ( Notices ).
 
ENTITLEMENT TO TREAT HOLDER AS ABSOLUTE OWNER
 
20.3          The Issuer, the Guarantor, the Trustee and the Paying Agents may (to the fullest extent permitted by applicable laws) deem and treat the holder of any Note or of a particular principal amount of the Notes and the holder of any Coupon as the absolute owner of such Note, principal amount or Coupon, as the case may be, for all purposes (whether or not such Note, principal amount or Coupon shall be overdue and notwithstanding any notice of ownership thereof or of trust or other interest with regard thereto, any notice of loss or theft thereof or any writing thereon), and the Issuer, the Guarantor, the Trustee and the Paying Agents shall not be affected by any notice to the contrary. All payments made to any such holder shall be valid and, to the extent of the sums so paid, effective to satisfy and discharge the liability for the moneys payable in respect of such Note, principal amount or Coupon, as the case may be.
 
21.           SUBSTITUTION
 
21.1                            (a)            The Trustee may without the consent of the Noteholders or Couponholders at any time agree with the Issuer and the Guarantor to the substitution in place of the Issuer (or of the previous substitute under this clause) as the principal debtor under these presents of the Guarantor or any other Subsidiary of the Guarantor (such substituted company being hereinafter called the New Company ) provided that a trust deed is executed or some other form of undertaking is given by the New Company in form and manner satisfactory to the Trustee, agreeing to be bound by the provisions of these presents with any consequential amendments which the Trustee may deem appropriate as fully as if the New Company had been named in these presents as the principal debtor in place of the Issuer (or of the previous substitute under the clause) and provided further that (except where the New Company is the Guarantor) the Guarantor unconditionally and irrevocably guarantees all amounts payable under these presents to the satisfaction of the Trustee.
 
(b)            The following further conditions shall apply to (a) above:
 
(i)             the Issuer, the Guarantor and the New Company shall comply with such other requirements as the Trustee may direct in the interests of the Noteholders;
 
(ii)            where the New Company is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than or in addition to Luxembourg or the United States of America or any political sub-division or any authority therein or thereof having power to tax, undertakings or
 
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covenants shall be given by the New Company in terms corresponding to the provisions of Condition 8 ( Taxation ) with the substitution for (or, as the case may be, the addition to) the references to Luxembourg or the United States of America of references to that other or additional territory in which the New Company is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject and (where applicable) Condition 7.2 ( Redemption and Purchases — Redemption for Taxation Reasons ) shall be modified accordingly;
 
(iii)           without prejudice to the rights of reliance of the Trustee under the immediately following paragraph (iv), the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interests of the Noteholders; and
 
(iv)           if two directors or a general partner (as the case may be) of the New Company (or other officers acceptable to the Trustee) shall certify that the New Company is solvent both at the time at which the relevant transaction is proposed to be effected and immediately thereafter (which certificate the Trustee may rely upon absolutely) the Trustee shall not be under any duty to have regard to the financial condition, profits or prospects of the New Company or to compare the same with those of the Issuer or the previous substitute under this Clause as applicable.
 
21.2          Any such trust deed or undertaking shall, if so expressed, operate to release the Issuer or the previous substitute as aforesaid from all of its obligations as principal debtor under these presents.  Not later than 14 days after the execution of such documents and compliance with such requirements, the New Company shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 13 ( Notices ).  Upon the execution of such documents and compliance with such requirements, the New Company shall be deemed to be named in these presents as the principal debtor in place of the Issuer (or in place of the previous substitute under this clause) under these presents and these presents shall be deemed to be modified in such manner as shall be necessary to give effect to the above provisions and, without limitation, references in these presents to the Issuer shall, unless the context otherwise requires, be deemed to be or include references to the New Company.
 
22.           CURRENCY INDEMNITY
 
Each of the Issuer and the Guarantor shall severally indemnify the Trustee, every Appointee, the Noteholders and the Couponholders and keep them indemnified against:
 
(a)            any Liability incurred by any of them arising from the non-payment by the Issuer or the Guarantor of any amount due to the Trustee or the Noteholders or Couponholders under these presents by reason of any variation in the rates of exchange between those used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Issuer or the Guarantor; and
 
(b)            any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the local currency equivalent of the amounts due or contingently due under these presents (other than this clause) is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Issuer or the Guarantor and (ii) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation.  The amount of such deficiency shall be deemed not to be reduced by any
 
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variation in rates of exchange occurring between the said final date and the date of any distribution of assets in connection with any such bankruptcy, insolvency or liquidation.
 
The above indemnities shall constitute obligations of the Issuer and the Guarantor separate and independent from their obligations under the other provisions of these presents and shall apply irrespective of any indulgence granted by the Trustee or the Noteholders or the Couponholders from time to time and shall continue in full force and effect notwithstanding the judgment or filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Issuer or the Guarantor for a liquidated sum or sums in respect of amounts due under these presents (other than this clause).  Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Noteholders and Couponholders and no proof or evidence of any actual loss shall be required by the Issuer or the Guarantor or their liquidator or liquidators.
 
23.           NEW TRUSTEE
 
23.1          The power to appoint a new trustee of these presents shall, subject as hereinafter provided, be vested in the Issuer but no person shall be appointed who shall not previously have been approved by an Extraordinary Resolution.  One or more persons may hold office as trustee or trustees of these presents but such trustee or trustees shall be or include a Trust Corporation.  Whenever there shall be more than two trustees of these presents the majority of such trustees shall be competent to execute and exercise all the duties, powers, trusts, authorities and discretions vested in the Trustee by these presents provided that a Trust Corporation shall be included in such majority.  Any appointment of a new trustee of these presents shall as soon as practicable thereafter be notified by the Issuer to the Principal Paying Agent and the Noteholders.
 
SEPARATE AND CO-TRUSTEES
 
23.2          Notwithstanding the provisions of subclause 23.1 above, the Trustee may, upon giving prior notice to the Issuer and the Guarantor (but without the consent of the Issuer, the Guarantor, the Noteholders or the Couponholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee:
 
(a)            if the Trustee considers such appointment to be in the interests of the Noteholders;
 
(b)            for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or
 
(c)            for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the Issuer and/or the Guarantor.
 
Each of the Issuer and the Guarantor irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment.  Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment.  The Trustee shall have power in like manner to remove any such person.  Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable Liabilities incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as Liabilities incurred by the Trustee.
 
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24.           TRUSTEE’S RETIREMENT AND REMOVAL
 
A trustee of these presents may retire at any time on giving not less than 60 days’ prior written notice to the Issuer and the Guarantor without giving any reason and without being responsible for any Liabilities incurred by reason of such retirement.  The Noteholders may by Extraordinary Resolution remove any trustee or trustees for the time being of these presents.  The Issuer and the Guarantor undertake that in the event of the only trustee of these presents which is a Trust Corporation (for the avoidance of doubt, disregarding for this purpose any separate or co-trustee appointed under subclause 23.2) giving notice under this clause or being removed by Extraordinary Resolution they will use their best endeavours to procure that a new trustee of these presents being a Trust Corporation is appointed as soon as reasonably practicable thereafter.  The retirement or removal of any such trustee shall not become effective until a successor trustee being a Trust Corporation is appointed.  If, in such circumstances, no appointment of such a new trustee has become effective within 60 days of the date of such notice or Extraordinary Resolution, the Trustee shall be entitled to appoint a Trust Corporation as trustee of these presents, but no such appointment shall take effect unless previously approved by an Extraordinary Resolution.
 
25.           TRUSTEE’S POWERS TO BE ADDITIONAL
 
The powers conferred upon the Trustee by these presents shall be in addition to any powers which may from time to time be vested in the Trustee by the general law or as a holder of any of the Notes or Coupons.
 
26.           NOTICES
 
Any notice or demand to the Issuer, the Guarantor or the Trustee to be given, made or served for any purposes under these presents shall be given, made or served by sending the same by pre-paid post (first class if inland, first class airmail if overseas) or facsimile transmission or by delivering it by hand as follows:

to the Issuer:	Aon Services Luxembourg & Co S.C.A.	
 	19, rue de Bitbourg	
 	BP593	
 	L-1273Luxembourg	
 	Grand Duchy of Luxembourg	
 	 	
 	(Attention: the General Partner)	
 	 	
 	Facsimile No. +352 31 71 74	
 	 	
 	(Copy to the Guarantor)	
 	 	
to the Guarantor:	Aon Corporation	
 	200 East Randolph Street	
 	Chicago	
 	Illinois 60601	
 	USA	
 	 	
 	(Attention: Paul Hagy (the Treasurer))	
 	 	
 	Facsimile No. +1 312 381 6060	
 
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to the Trustee:	BNY Corporate Trustee Services Limited	
 	 	
 	40 th  Floor	
 	One Canada Square	
 	London E14 5AL	
 	England	
 	 	
 	(Attention: Trustee Administration Manager)	
 	 	
 	Facsimile No.  + 44 20 7964 2509 / 2536	
 
or to such other address or facsimile number as shall have been notified (in accordance with this clause) to the other parties hereto and any notice or demand sent by post as aforesaid shall be deemed to have been given, made or served two days in the case of inland post or seven days in the case of overseas post after despatch and any notice or demand sent by facsimile transmission as aforesaid shall be deemed to have been given, made or served at the time of despatch provided that in the case of a notice or demand given by facsimile transmission a confirmation of transmission is received by the sending party and such notice or demand shall forthwith be confirmed by post.  The failure of the addressee to receive such confirmation shall not invalidate the relevant notice or demand given by facsimile transmission.
 
27.           GOVERNING LAW
 
These presents and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.
 
28.           SUBMISSION TO JURISDICTION
 
28.1          Each of the Issuer and the Guarantor irrevocably agrees for the benefit of the Trustee, the Noteholders and the Couponholders that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with these presents and accordingly submit to the exclusive jurisdiction of the English courts. Each of the Issuer and the Guarantor waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum.  The Trustee, the Noteholders and the Couponholders may take any suit, action or proceeding arising out of or in connection with these presents (together referred to as Proceedings ) against each of the Issuer and the Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.
 
28.2          Each of the Issuer and the Guarantor irrevocably and unconditionally appoints Aon Limited, of 8 Devonshire Square, London, EC2M 4PL (and in the event of its ceasing so to act will appoint such other person as the Trustee may approve and as the Issuer and/or the Guarantor (as the case may be) may nominate in writing to the Trustee for the purpose) to accept service of process on its behalf in England in respect of any Proceedings. Each of the Issuer and the Guarantor:
 
(a)            agrees to procure that, so long as any of the Notes remains liable to prescription, there shall be in force an appointment of such a person approved by the Trustee with an office in London with authority to accept service as aforesaid;
 
(b)            agrees that failure by any such person to give notice of such service of process to the Issuer or the Guarantor shall not impair the validity of such service or of any judgment based thereon;
 
34 

 
(c)            consents to the service of process in respect of any Proceedings by the airmailing of copies, postage prepaid, to the Issuer or the Guarantor (as the case may be) in accordance with clause 26; and
 
(d)            agrees that nothing in these presents shall affect the right to serve process in any other manner permitted by law.
 
29.           COUNTERPARTS
 
This Trust Deed and any trust deed supplemental hereto may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same deed and any party to this Trust Deed or any trust deed supplemental hereto may enter into the same by executing and delivering a counterpart.
 
30.           CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
 
A person who is not a party to these presents has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these presents, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
 
IN WITNESS whereof this Trust Deed has been executed as a deed by the Issuer, the Guarantor and the Trustee and delivered on the date first stated on page 1.
 
35 

 
SCHEDULE 1
 
FORM OF GLOBAL NOTES
 
PART 1
 
FORM OF TEMPORARY GLOBAL NOTE
 
AON FINANCIAL SERVICES LUXEMBOURG S.A.
(A public limited liability company (société anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 19, rue de Bitbourg, BP593, L-1273, Luxembourg and registered with the Luxembourg trade and companies register under number B146352)
 
TEMPORARY GLOBAL NOTE
 
representing
 
€500,000,000
6.25 PER CENT. GUARANTEED NOTES DUE JULY 2014
 
unconditionally and irrevocably guaranteed
as to payment of principal and interest by
 
AON CORPORATION
(Incorporated under the laws of the State of Delaware, USA)
 
This Note is a temporary Global Note without interest coupons in respect of a duly authorised issue of Notes of Aon Financial Services Luxembourg S.A. (the Issuer ), designated as specified in the title hereof (the Notes ), limited to the aggregate principal amount of five hundred million euro (€500,000,000) and constituted by a Trust Deed dated 1 July 2009 (the Trust Deed ) between the Issuer, Aon Corporation as guarantor (the Guarantor ) and BNY Corporate Trustee Services Limited as trustee (the trustee for the time being thereof being herein called the Trustee ).  References herein to the Conditions (or to any particular numbered Condition) shall be to the Conditions (or that particular one of them) set out in Schedule 2 to the Trust Deed.  The aggregate principal amount from time to time of this temporary Global Note shall be that amount as entered from time to time in the records of both Euroclear Bank S.A./N.V. ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg and with Euroclear and any other clearing system appointed by the Trustee together the relevant Clearing Systems ).
 
1.                                       PROMISE TO PAY
 
Subject as provided in this temporary Global Note the Issuer promises to pay to the bearer the principal amount of this temporary Global Note (being at the date hereof five hundred million euro (€500,000,000)) on 1 July, 2014 (or in whole or, where applicable, in part on such earlier date as the said principal amount or part respectively may become repayable in accordance with the Conditions or the Trust Deed) and to pay interest annually in arrear on each Interest Payment Date on the principal amount from time to time of this temporary Global Note at the rate of 6.25 per cent. per annum together with such other amounts (if any) as may be payable, all subject to and in accordance with the Conditions and the provisions of the Trust Deed.
 
The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive evidence of the nominal
 
36 

 
amount of Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.
 
2.                                       EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES
 
This temporary Global Note is exchangeable in whole or in part upon the request of the bearer for a further global note in respect of up to €500,000,000 aggregate principal amount of the Notes (the Permanent Global Note ) only on and subject to the terms and conditions set out below.
 
On and after 11 August, 2009 (the Exchange Date ) interests in this temporary Global Note may be exchanged in whole or in part at the specified office of The Bank of New York Mellon acting through its London Branch (the Principal Paying Agent , which expression includes any successor) (or such other place as the Trustee may agree) for interests recorded in the records of the relevant Clearing Systems in a duly executed, authenticated and effectuated Permanent Global Note and the Issuer shall procure that interests in the Permanent Global Note shall be entered pro rata in the records of the relevant Clearing Systems such that the nominal amount represented by this temporary Global Note shall be reduced by the principal amount of this temporary Global Note so exchanged, Provided that if definitive Notes (together with the Coupons appertaining thereto) have already been issued in exchange for all the Notes represented for the time being by the Permanent Global Note, then this temporary Global Note may thereafter be exchanged only for definitive Notes (together with the Coupons appertaining thereto) and in such circumstances references herein to the Permanent Global Note shall be construed accordingly and provided further that the Permanent Global Note shall be issued and delivered (or, as the case may be, endorsed only if and to the extent that there shall have been presented to the Issuer a certificate from the relevant Clearing Systems to the effect that Euroclear or Clearstream, Luxembourg, as the case may be, has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes represented by this temporary Global Note (as shown by its records) a certificate of non-US beneficial ownership in the form required by it and, for the avoidance of doubt, in the form required by the US Treasury Regulations).
 
Any person who would, but for the provisions of this temporary Global Note, the Permanent Global Note and the Trust Deed, otherwise be entitled to receive a definitive Note or definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for a like part of the Permanent Global Note unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate of non-US beneficial ownership in the form required by it (copies of which form of certificate will be available at the offices of Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified office of each of the Paying Agents).
 
Upon (a) any exchange of a part of this temporary Global Note for a like part of the Permanent Global Note or (b) the purchase by or on behalf of the Issuer, the Guarantor or any other Subsidiary of the Guarantor and cancellation of a part of the interests recorded in the records of the relevant Clearing Systems in this temporary Global Note in accordance with the Conditions, the Issuer shall procure that the portion of the interests in the principal amount hereof so exchanged or so purchased and cancelled shall be entered pro rata in the records of the relevant Clearing Systems.
 
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3.                                       PAYMENTS
 
Until the entire principal amount of this temporary Global Note has been extinguished, this temporary Global Note shall in all respects be entitled to the same benefits as the definitive Notes for the time being represented hereby and shall be entitled to the benefit of and be bound by the Trust Deed, except that the holder of this temporary Global Note shall not (unless upon due presentation of this temporary Global Note for exchange, issue and delivery of the Permanent Global Note is improperly withheld or refused and such withholding or refusal is continuing at the relevant payment date) be entitled (a) to receive any payment of interest on this temporary Global Note except (subject to (b) below) upon certification as hereinafter provided or (b) on and after the Exchange Date, to receive any payment on this temporary Global Note.  Upon any payment of principal or interest on this temporary Global Note, the Issuer shall procure that the amount so paid shall be entered pro rata in the records of the relevant Clearing Systems but any failure to make such entries shall not affect the discharge referred to in the paragraph after the next paragraph.
 
Payments of interest in respect of Notes for the time being represented by this temporary Global Note shall be made to the bearer only upon presentation to the Issuer of a certificate from Euroclear or from Clearstream, Luxembourg to the effect that Euroclear or Clearstream, Luxembourg, as the case may be, has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes represented by this temporary Global Note (as shown by its records) a certificate of non-US beneficial ownership in the form required by it and, for the avoidance of doubt, in the form required by the US Treasury Regulations, and each payment so made will discharge the Issuer’s obligations in respect thereof.  Any person who would, but for the provisions of this temporary Global Note and of the Trust Deed, otherwise be beneficially entitled to a payment of interest on this temporary Global Note shall not be entitled to require such payment unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate of non-US beneficial ownership in the form required by it (copies of which form of certificate will be available at the offices of Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified office of each of the Paying Agents).
 
Upon payment in respect of the Notes represented by this temporary Global Note, the Issuer shall procure that the amount so paid shall be entered pro rata in the records of the relevant Clearing Systems, but any failure to make such entries shall not affect the discharge referred to in the previous paragraph.
 
All payments of any amounts payable and paid to the bearer of this temporary Global Note shall be valid and, to the extent of the sums so paid, effectual to satisfy and discharge the liability for the moneys payable hereon, on the Permanent Global Note and on the relevant definitive Notes and Coupons.
 
4.                                       ACCOUNTHOLDERS
 
For so long as all of the Notes are represented by one or both of the Permanent Global Note and this temporary Global Note and such Global Note (s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of such Notes (each an Accountholder ) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Notes for all purposes (including for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Noteholders) other than with respect to the payment of
 
38 

 
principal and interest on such Notes, the right to which shall be vested, as against the Issuer, the Guarantor and the Trustee, solely in the bearer of the relevant Global Note in accordance with and subject to its terms and the terms of the Trust Deed.  Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the relevant Global Note.
 
5.                                       NOTICES
 
For so long as all of the Notes are represented by one or both of the Permanent Global Note and this temporary Global Note and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders rather than by publication as required by Condition 13 ( Notices ) provided that, so long as the Notes are listed on the Euro MTF market of the Luxembourg Stock Exchange and the rules and regulations of the Euro MTF market of the Luxembourg Stock Exchange so require, notice will be given by publication on the website of the Luxembourg Stock Exchange (www.bourse.lu).  Any such notice shall be deemed to have been given to the Noteholders on the second day after the day on which such notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.
 
6.                                       PRESCRIPTION
 
Claims against the Issuer and the Guarantor in respect of principal and interest on the Notes represented by the Permanent Global Note or this temporary Global Note will be prescribed after 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date (as defined in Condition 8 ( Taxation )).
 
7.                                       AUTHENTICATION AND EFFECTUATION
 
This temporary Global Note shall not be or become valid or obligatory for any purpose unless and until authenticated by or on behalf of the Principal Paying Agent and effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems.
 
8.                                       GOVERNING LAW
 
This temporary Global Note and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, the laws of England and the Issuer has in the Trust Deed submitted to the jurisdiction of the courts of England for all purposes in connection with this temporary Global Note and any non-contractual obligations arising out of or in connection with it.
 
9.                                       CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
 
No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this temporary Global Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
 
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IN WITNESS whereof the Issuer has caused this temporary Global Note to be signed manually or in facsimile by any two members of the board of directors of the Issuer.
 
AON FINANCIAL SERVICES LUXEMBOURG S.A.

By:	 	 	By:	 	
 	(Director)	 	 	(Director)	
 
Issued in London, England on 1 July, 2009.
 
Certificate of authentication
 
This temporary Global Note is duly authenticated without recourse, warranty or liability.

 	 	
Duly authorised	 	
for and on behalf of	 	
The Bank of New York Mellon acting through its London Branch	
as Principal Paying Agent	 	
 	 	
Certificate of Effectuation	 	
 	 	
This temporary Global Note is duly effectuated without recourse, warranty or liability.	

Clearstream Banking, société anonyme	 	
as common safekeeper	 	
 
40 

 
PART 2
 
FORM OF PERMANENT GLOBAL NOTE
 
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
 
AON FINANCIAL SERVICES LUXEMBOURG S.A.
(A public limited liability company (société anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 19, rue de Bitbourg, BP593, L-1273, Luxembourg and registered with the Luxembourg trade and companies register under number B146352)
 
PERMANENT GLOBAL NOTE
 
representing up to
 
€500,000,000
6.25 PER CENT. GUARANTEED NOTES DUE JULY 2014
 
unconditionally and irrevocably guaranteed
as to payment of principal and interest by
 
AON CORPORATION
(Incorporated under the laws of the State of Delaware, USA)
 
This Note is a permanent Global Note without interest coupons in respect of a duly authorised issue of Notes of Aon Financial Services Luxembourg S.A. (the Issuer ), designated as specified in the title hereof (the Notes ), limited to the aggregate principal amount of up to five hundred million euro (€500,000,000) and constituted by a Trust Deed dated 1 July, 2009 (the Trust Deed ) between the Issuer, Aon Corporation as guarantor (the Guarantor ) and BNY Corporate Trustee Services Limited as trustee (the trustee for the time being thereof being herein called the Trustee ).  References herein to the Conditions (or to any particular numbered Condition) shall be to the Conditions (or that particular one of them) set out in Schedule 2 to the Trust Deed.
 
1.                                       PROMISE TO PAY
 
Subject as provided in this permanent Global Note the Issuer promises to pay to the bearer the principal amount of this permanent Global Note on 1 July, 2014 (or in whole or, where applicable, in part on such earlier date as the said principal amount or part respectively may become repayable in accordance with the Conditions or the Trust Deed) and to pay interest annually in arrear on each Interest Payment Date on the principal amount from time to time of this permanent Global Note at the rate of 6.25 per cent. per annum together with such other amounts (if any) as may be payable, all subject to and in accordance with the Conditions and the provisions of the Trust Deed.
 
The nominal amount of Notes represented by this permanent Global Note shall be the aggregate amount from time to time entered in the records of both the relevant Clearing Systems (as defined below). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this permanent Global
 
41 

 
Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.
 
2.                                       EXCHANGE FOR DEFINITIVE NOTES AND PURCHASES
 
This permanent Global Note will be exchangeable in whole but not in part (free of charge to the holder) for definitive Notes only (a) upon the happening of any of the events defined in the Trust Deed as Events of Default , or (b) if either Euroclear Bank S.A./N.V. ( Euroclear ) or Clearstream Banking, société anonyme ( Clearstream, Luxembourg ) (together, the  relevant Clearing Systems ) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available, or (c) upon not less than 60 days’ written notice from the relevant Clearing Systems (acting on the instructions of any holder of an interest in this Permanent Global Note) to the Trustee and the Principal Paying Agent as described in the Trust Deed. Thereupon (in the case of (a), (b) and (c) above) the holder of this permanent Global Note (acting on the instructions of one or more of the Accountholders (as defined below)) or the Trustee may give notice to the Issuer, and (in the case of (b) above) the Issuer may give notice to the Trustee and the Noteholders, of its intention to exchange this permanent Global Note for definitive Notes on or after the Exchange Date (as defined below).
 
On or after the Exchange Date the holder of this permanent Global Note may or, in the case of (b) above, shall surrender this permanent Global Note to or to the order of The Bank of New York Mellon acting through its London Branch (the Principal Paying Agent , which expression includes any successors).  In exchange for this permanent Global Note the Issuer will deliver, or procure the delivery of, definitive Notes in bearer form, serially numbered, in the denominations of €50,000 each with interest coupons ( Coupons ) attached on issue in respect of interest which has not already been paid on this permanent Global Note (in exchange for the whole of this permanent Global Note).
 
Exchange Date means a day specified in the notice requiring exchange falling not less than 60 days after that on which such notice is given and on which banks are open for business in the city in which the specified office of the Principal Paying Agent is located and (except in the case of (b) above) in the city in which the relevant clearing system is located.
 
Upon (a) any exchange of interests recorded in the records of the relevant Clearing Systems in the temporary global note initially representing the Notes (the Temporary Global Note ) for interests recorded in the records of the relevant Clearing Systems in this permanent Global Note or (b) the purchase by or on behalf of the Issuer, the Guarantor or any other Subsidiary of the Guarantor and cancellation of a part of this permanent Global Note in accordance with the Conditions, the Issuer shall procure that the portion of interests in the principal amount hereof so exchanged or purchased and cancelled shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the principal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the principal amount of this permanent Global Note so exchanged or purchased and cancelled.  Upon the exchange of the whole of this permanent Global Note for definitive Notes this permanent Global Note shall be surrendered to or to the order of the Principal Paying Agent and cancelled and, if the holder of this permanent Global Note requests, returned to it together with any relevant definitive Notes.
 
42 

 
3.                                       PAYMENTS
 
Until the entire principal amount of this permanent Global Note has been extinguished, this permanent Global Note shall (subject as hereinafter and in the Trust Deed provided) in all respects be entitled to the same benefits as the definitive Notes and shall be entitled to the benefit of and be bound by the Trust Deed.  Payments of principal and interest in respect of Notes represented by this permanent Global Note will be made against presentation and, if no further payment falls to be made in respect of the Notes, surrender of this permanent Global Note to the order of the Principal Paying Agent or such other Paying Agent as shall have been notified to the Noteholders for such purposes.
 
Upon any payment in respect of the Notes represented by this permanent Global Note, the Issuer shall procure that the amount so paid shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the principal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the aggregate principal amount of such instalment so paid, and each payment so made will discharge the obligations in respect thereof.
 
All payments of any amounts payable and paid to the bearer of this permanent Global Note shall be valid and, to the extent of the sums so paid, effectual to satisfy and discharge the liability for the moneys payable hereon and on the relevant definitive Notes and Coupons, and any failure to make entries referred to above shall not affect such satisfaction and discharge.
 
4.                                       ACCOUNTHOLDERS
 
For so long as all of the Notes are represented by one or both of the Temporary Global Note and this permanent Global Note and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of such Notes (each an Accountholder ) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Notes for all purposes (including for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Noteholders) other than with respect to the payment of principal and interest on such Notes, the right to which shall be vested, as against the Issuer, the Guarantor and the Trustee, solely in the bearer of the relevant Global Note in accordance with and subject to its terms and the terms of the Trust Deed.  Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the relevant Global Note.
 
5.                                       NOTICES
 
For so long as interests in all of the Notes are represented by one or both of the Temporary Global Note and this permanent Global Note and such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders rather than by publication as required by Condition 13 ( Notices ) provided that, so long as the Notes are listed on the Euro MTF market of the Luxembourg Stock Exchange and the rules and regulations of the Euro MTF market of the Luxembourg Stock Exchange so require, notice will be given by publication on the website of the Luxembourg Stock Exchange (www.bourse.lu).  Any such notice shall be deemed to have been given to the Noteholders on the second day after the day on which such
 
43 

 
notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.
 
6.                                       PRESCRIPTION
 
Claims against the Issuer and the Guarantor in respect of principal and interest on the Notes represented by the Temporary Global Note or this permanent Global Note will be prescribed after 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date (as defined in Condition 8 ( Taxation )).
 
7.                                       AUTHENTICATION AND EFFECTUATION
 
This permanent Global Note shall not be or become valid or obligatory for any purpose unless and until authenticated by or on behalf of the Principal Paying Agent and effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems.
 
8.                                       GOVERNING LAW
 
This permanent Global Note and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, the laws of England and the Issuer has in the Trust Deed submitted to the jurisdiction of the courts of England for all purposes in connection with this permanent Global Note and any non-contractual obligations arising out of or in connection with it.
 
9.                                       CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
 
No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this permanent Global Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
 
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IN WITNESS whereof the Issuer has caused this permanent Global Note to be signed manually or in facsimile by any two members of the board of Directors of the Issuer.
 
AON FINANCIAL SERVICES LUXEMBOURG S.A.

By:	 	 	By:	 	
 	(Director)	 	 	(Director)	
 
Issued in London, England on 1 July 2009.
 
Certificate of authentication
 
This permanent Global Note is duly authenticated without recourse, warranty or liability.

 	 	
Duly authorised
for and on behalf of
The Bank of New York Mellon acting through its London Branch
as Principal Paying Agent	 	
 
Certificate of Effectuation
 
This permanent Global Note is duly effectuated without recourse, warranty or liability.

 	 	
Clearstream Banking, société anonyme 
 as common safekeeper	 	
 
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SCHEDULE 2
 
FORM OF DEFINITIVE NOTE AND COUPON
 
PART 1
 
FORM OF DEFINITIVE NOTE
 
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

50,000	XS0437047292	043704729	[Serial No.]	
 
AON SERVICES LUXEMBOURG & CO S.C.A. (FORMERLY KNOWN AS AON FINANCIAL SERVICES LUXEMBOURG S.A.)
(A partnership limited by shares( société en commandite par action), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 19, rue de Bitbourg, BP593, L-1273, Luxembourg and registered with the Luxembourg trade and companies register under number B146352)
 
€500,000,000 6.25 PER CENT. GUARANTEED
NOTES DUE JULY 2014
 
unconditionally and irrevocably guaranteed as to
payment of principal and interest by
 
AON CORPORATION
(Incorporated under the laws of the State of Delaware, USA)
 
The issue of the Notes by Aon Services Luxembourg & Co S.C.A (formerly known as Aon Financial Services Luxembourg S.A.) (the Issuer ) was authorised by a resolution of its board of directors passed on 25 May, 2009 and the giving of the guarantee in respect of the Notes was authorised by a resolution of the board of directors of Aon Corporation (the Guarantor ) passed on 15 May, 2009.
 
This Note forms one of a series of Notes constituted by a Trust Deed (the Trust Deed ) dated 1 July, 2009 as amended and restated on 12 January 2011 made between the Issuer, the Guarantor and BNY Corporate Trustee Services Limited as trustee for the holders of the Notes and issued as Notes in bearer form in the denomination of €50,000 each with Coupons attached in an aggregate principal amount of €500,000,000.
 
The Issuer for value received and subject to and in accordance with the Terms and Conditions (the Conditions ) endorsed hereon hereby promises to pay to the bearer on 1 July, 2014 (or on such earlier date as the principal sum hereunder mentioned may become repayable in accordance with the Conditions) the principal sum of:
 
€50,000 (fifty thousand euro)
 
together with interest on the said principal sum at the rate of 6.25 per cent. per annum payable annually in arrear on each Interest Payment Date and together with such other amounts (if any) as
 
46 

 
may be payable, all subject to and in accordance with the Conditions and the provisions of the Trust Deed.
 
Neither this Note nor the Coupons appertaining hereto shall be or become valid or obligatory for any purpose unless and until this Note has been authenticated by or on behalf of the Principal Paying Agent.
 
IN WITNESS whereof this Note has been executed on behalf of the Issuer.
 
Aon Services Luxembourg & Co S.C.A.

By:	 	 	
General Partner	
 
Dated as of [•].
 
Issued in London, England.
 
Certificate of authentication
 
This Note is duly authenticated without recourse, warranty or liability.

 	 	
 	 	
Duly authorised
 for and on behalf of
The Bank of New York Mellon acting through its London Branch
as Principal Paying Agent	 	
 
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FORM OF COUPON
 
On the front:
 
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
 
AON SERVICES LUXEMBOURG & CO S.C.A. (FORMERLY KNOWN AS AON FINANCIAL SERVICES LUXEMBOURG S.A.)
 
€500,000,000
6.25 PER CENT. GUARANTEED NOTES DUE JULY 2014

This Coupon is separately	Coupon for	
negotiable, payable to bearer,	€3,125.00	
and subject to the	due on	
Conditions of the said Notes.	1 July, 20[10/11/12/13/14]	
 
This Coupon is payable to bearer subject to such Conditions, under which it may become void before its due date.
 
AON SERVICES LUXEMBOURG & CO S.C.A.

By:	 	 	
 	(General Partner)	 	

[No.]	50,000	XS0437047292	043704729	[Serial No.]	
 
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On the back:
 
PRINCIPAL PAYING AGENT
 
The Bank of New York Mellon acting through its London Branch
One Canada Square
London E14 5AL
 
OTHER PAYING AGENT
 
The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building,
Polaris — 2-4 rue Eugène Ruppert,
L-2453 Luxembourg
 
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PART 2
 
CONDITIONS OF THE NOTES
 
The €500,000,000 6.25 per cent. Guaranteed Notes due July 2014 (the Notes , which expression shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 17 and forming a single series with the Notes) of Aon Services Luxembourg & Co S.C.A. (formerly known as Aon Financial Services Luxembourg S.A.) (the Issuer ) are constituted by a Trust Deed dated July 1, 2009 as amended and restated on 12 January 2011 (the Trust Deed ) made between the Issuer, Aon Corporation (the  Guarantor ) as guarantor and BNY Corporate Trustee Services Limited (the Trustee , which expression shall include its successor(s)) as trustee for the holders of the Notes (the Noteholders ) and the holders of the interest coupons appertaining to the Notes (the Couponholders and the Coupons respectively).
 
The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Trust Deed.  Copies of the Trust Deed and the Agency Agreement dated July 1, 2009 as amended and restated on 12 January 2011 (the  Agency Agreement ) made between the Issuer, the Guarantor, the initial Paying Agents and the Trustee are available for inspection during normal business hours by the Noteholders and the Couponholders at the registered office for the time being of the Trustee, being at the date of issue of the Notes at 40th Floor, One Canada Square, London E14 5AL and at the specified office of each of the Paying Agents.  The Noteholders and the Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable to them.
 
1.                                       FORM, DENOMINATION AND TITLE
 
1.1                                Form and Denomination
 
The Notes are in bearer form, serially numbered, in the denomination of €50,000 each with Coupons attached on issue.
 
1.2                                Title
 
Title to the Notes and to the Coupons will pass by delivery.
 
1.3                                Holder Absolute Owner
 
The Issuer, the Guarantor, any Paying Agent and the Trustee may (to the fullest extent permitted by applicable laws) deem and treat the bearer of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon or of any trust or interest therein) and shall not be required to obtain any proof thereof or as to the identity of such bearer.
 
2.                                       STATUS OF THE NOTES
 
The Notes and the Coupons are direct, unconditional and (subject to the provisions of Condition 4) unsecured obligations of the Issuer and (subject as provided above) rank and will rank pari passu , without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.
 
3.                                      GUARANTEE
 
3.1                                Guarantee
 
The payment of the principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been unconditionally and irrevocably guaranteed by the Guarantor (the Guarantee ) in the Trust Deed.
 
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3.2                                Status of the Guarantee
 
The obligations of the Guarantor under the Guarantee constitute direct, unconditional and (subject to the provisions of Condition 4) unsecured obligations of the Guarantor and (subject as provided above) rank and will rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Guarantor, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.
 
4.                                       NEGATIVE PLEDGE
 
So long as any of the Notes remains outstanding the Guarantor will not, directly or indirectly, create, issue, assume, incur or guarantee any indebtedness for money borrowed which is secured by a mortgage, pledge, lien, security interest or other encumbrance of any nature on any of the present or future common stock of the Issuer or any Significant Subsidiary (as defined in Condition 10.2) (or any company, other than the Guarantor, having direct or indirect control of the Issuer or any Significant Subsidiary), which common stock is directly or indirectly owned by the Guarantor, unless all amounts payable by the Guarantor under the Notes, the Coupons and the Trust Deed (together with, if the Guarantor so determines, any other indebtedness for money borrowed of the Guarantor then existing or thereafter created which is not subordinated to the Guarantor’s obligations under the Guarantee) shall be secured equally and ratably with (or, at the option of the Guarantor, prior to) such other secured indebtedness for money borrowed so long as such indebtedness shall be so secured.
 
5.                                       INTEREST
 
5.1                                Interest Rate and Interest Payment Dates
 
The Notes bear interest from and including July 1, 2009 at the rate of 6.25 per cent. per annum, payable annually in arrear on July 1 (each an Interest Payment Date ).  The first payment (representing a full year’s interest) shall be made on July 1, 2010.
 
5.2                                Interest Accrual
 
Each Note will cease to bear interest from and including its due date for redemption unless, upon due presentation, payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment, in which event interest shall continue to accrue as provided in the Trust Deed.
 
5.3                                Calculation of Broken Interest
 
When interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on the basis of (a) the actual number of days in the period from and including the date from which interest begins to accrue (the Accrual Date ) to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date.
 
6.                                       PAYMENTS
 
6.1                                Payments in respect of Notes
 
Payments of principal and interest in respect of each Note will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Note, except that payments of interest due on an Interest Payment Date will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the relevant Coupon, in each case at the specified office outside the United States of any of the Paying Agents.
 
6.2                                Method of Payment
 
Payments will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by euro cheque.
 
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6.3                                Missing Unmatured Coupons
 
Each Note should be presented for payment together with all relative unmatured Coupons.  Upon the date on which any Note becomes due and repayable, all unmatured Coupons appertaining to the Note (whether or not attached) shall become void and no payment shall be made in respect of such Coupons.
 
6.4                                Payments subject to Applicable Laws
 
Payments in respect of principal and interest on the Notes are subject in all cases to any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition 8.
 
6.5                                Payment only on a Presentation Date
 
A holder shall be entitled to present a Note or Coupon for payment only on a Presentation Date and shall not, except as provided in Condition 5, be entitled to any further interest or other payment if a Presentation Date is after the due date.
 
Presentation Date means a day which (subject to Condition 9):
 
(a)                                   is or falls after the relevant due date;
 
(b)                                  is a Business Day in the place of the specified office of the Paying Agent at which the Note or Coupon is presented for payment; and
 
(c)                                   in the case of payment by credit or transfer to a euro account as referred to above, is a TARGET2 Settlement Day.
 
In this Condition, Business Day means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in that place and TARGET2 Settlement Day means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is open.
 
6.6                                Initial Paying Agents
 
The names of the initial Paying Agents and their initial specified offices are set out at the end of these Conditions.  The Issuer and the Guarantor reserve the right, subject to the prior written approval of the Trustee, at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that:
 
(a)                                   there will at all times be a Principal Paying Agent;
 
(b)                                  there will at all times be at least one Paying Agent (which may be the Principal Paying Agent) having its specified office in a European city which so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require shall be Luxembourg; and
 
(c)                                   there will at all times be a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.
 
Notice of any termination or appointment and of any changes in specified offices will be given to the Noteholders promptly by the Issuer in accordance with Condition 13.
 
7.                                       REDEMPTION AND PURCHASE
 
7.1                                Redemption at Maturity
 
Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on July 1, 2014.
 
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7.2                                Redemption for Taxation Reasons
 
If the Issuer satisfies the Trustee immediately before the giving of the notice referred to below that:
 
(a)                                   as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after June 29, 2009, on the next Interest Payment Date either (i) the Issuer would be required to pay additional amounts as provided or referred to in Condition 8 or (ii) the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts; and
 
(b)                                  the requirement cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it,
 
the Issuer may at its option, having given not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 13 (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount together with interest accrued to but excluding the date of redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the Guarantor would be required to pay such additional amounts, were a payment in respect of the Notes then due.  Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee a certificate signed by one Authorised Signatory of the Issuer or the Guarantor (as the case may be) stating that the requirement referred to in (a) above will apply on the next Interest Payment Date and cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it, and the Trustee shall be entitled to accept the certificate as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders and the Couponholders.
 
7.3                                Redemption upon a Change of Control
 
If a Change of Control Event occurs, the Issuer will, upon the holder of any Note giving notice within the Change of Control Put Period to the Issuer as described below (whether or not prior to the giving of the relevant Change of Control Notice (as defined below) the Issuer has given notice of redemption under Condition 7.2), redeem or, at the Issuer’s option, purchase (or procure the purchase of) such Note on the Change of Control Put Date at the Change of Control Redemption Amount together (if applicable) with interest accrued to but excluding the Change of Control Put Date.
 
Promptly upon the Issuer or the Guarantor becoming aware that a Change of Control Event has occurred, the Issuer shall give notice (a Change of Control Notice ) to the Trustee and to the Noteholders in accordance with Condition 13 to that effect.
 
If 75 per cent. or more in principal amount of the Notes outstanding immediately prior to the Change of Control Put Date are redeemed or, as the case may be, purchased on the Change of Control Put Date pursuant to this Condition 7.3, the Issuer may, on giving not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 13 (such notice to be given within 30 days of the Change of Control Put Date), redeem or, at the Issuer’s option, purchase (or procure the purchase of) all but not some only of the remaining outstanding Notes at their Change of Control Redemption Amount together (if applicable) with interest accrued to but excluding the date fixed for redemption or purchase, as the case may be.
 
To exercise the right to require redemption or purchase of this Note the holder of this Note must deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed
 
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notice of exercise in the form (for the time being current and which may, if this Note is held through Euroclear Banking S.A./N.V. ( Euroclear ) or Clearstream Banking, société anonyme ( Clearstream, Luxembourg ), be any form acceptable to Euroclear and Clearstream, Luxembourg delivered in a manner acceptable to Euroclear and Clearstream, Luxembourg) obtainable from any specified office of any Paying Agent (a Put Notice ) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 7.3.  The Put Notice must be accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control.  A Put Notice given by a holder of any Note shall be irrevocable except where, prior to the Change of Control Put Date, an Event of Default has occurred and is continuing, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Put Notice.
 
For the purpose of this Condition 7.3:
 
Change of Control means the occurrence of any of the following:
 
(1)                                   the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Guarantor and the assets of its Subsidiaries, taken as a whole, to any person, other than the Guarantor or one of its Subsidiaries;
 
(2)                                   the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50 per cent. of the Guarantor’s outstanding Voting Stock or other Voting Stock into which the Guarantor’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;
 
(3)                                   the Guarantor consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Guarantor, in any such event pursuant to a transaction in which any of the Guarantor’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Guarantor’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; or
 
(4)                                   the first day on which a majority of the members of the Guarantor’s board of directors are not Continuing Directors.
 
Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under paragraph (2) above if (i) the Guarantor becomes a direct or indirect wholly-owned subsidiary of another company and (ii) (A) the direct or indirect holders of the Voting Stock of such other company immediately following that transaction are substantially the same as the holders of the Guarantor’s Voting Stock immediately prior to that transaction or (B) the shares of the Guarantor’s Voting Stock outstanding immediately prior to such transaction are converted into or exchanged for a majority of the Voting Stock of such other company immediately after giving effect to such transaction;
 
Change of Control Event means the occurrence of both a Change of Control and a Rating Event;
 
Change of Control Put Date shall be the tenth day after the expiry of the Change of Control Put Period provided that, if such day is not a Business Day (as defined in Condition 6.5) in London and a TARGET2 Settlement Day (as so defined), the Change of Control Put Date
 
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shall be the next following day which is both a Business Day in London and a TARGET2 Settlement Day;
 
Change of Control Put Period shall be the period of 30 days commencing on the date that a Change of Control Notice is given;
 
Change of Control Redemption Amount shall mean, in relation to each Note to be redeemed or purchased pursuant to this Condition 7.3, an amount equal to 100 per cent. of the principal amount of such Note;
 
Continuing Directors means, as of any date of determination, any member of the Guarantor’s Board of Directors who (1) was a member of the Guarantor’s Board of Directors on the date the Notes were initially issued or (2) was nominated for election, elected or appointed to the Guarantor’s Board of Directors with the approval of a majority of the Continuing Directors who were members of the Guarantor’s Board of Directors at the time of the nomination, election or appointment (either by a specific vote or by approval of the Guarantor’s proxy statement in which that member was named as a nominee for election as a director, without objection to the nomination);
 
Exchange Act means the U.S. Securities Exchange Act of 1934, as amended;
 
Fitch means Fitch Inc. and its successors;
 
Investment Grade Rating means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by Standard & Poor’s and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Guarantor and approved by the Trustee;
 
Moody’s means Moody’s Investors Service, Inc. and its successors;
 
person has the meaning set out in Section 13(d)(3) of the Exchange Act;
 
Rating Agencies means (1) each of Moody’s, Standard & Poor’s and Fitch; and (2) if any of Moody’s, Standard & Poor’s or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons beyond the Guarantor’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Guarantor (as certified by a resolution of its Board of Directors) and approved by the Trustee as a replacement agency for Moody’s, Standard & Poor’s or Fitch, or all of them, as the case may be;
 
Rating Event means the rating on the Notes is lowered by at least two of the three Rating Agencies and the Notes are rated below an Investment Grade Rating by at least two of the three Rating Agencies, in any case on any day during the period (which period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the earlier of (i) the first public notice of the occurrence of a Change of Control or (ii) the first public notice of the Guarantor’s intention to effect a Change of Control, and ending 60 days following consummation of such Change of Control;
 
Standard & Poor’s means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors;
 
Subsidiary has the meaning set out in Condition 10.2; and
 
Voting Stock means, with respect to any specified person as of any date, the capital stock of that person that is at the time entitled to vote generally in the election of the board of directors of that person.
 
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7.4                                Purchases
 
The Issuer, the Guarantor or any of the Guarantor’s other Subsidiaries (as defined above) may at any time purchase Notes (provided that all unmatured Coupons appertaining to the Notes are purchased with the Notes) in any manner and at any price.
 
7.5                                Cancellations
 
All Notes which are (a) redeemed or (b) purchased by or on behalf of the Issuer, the Guarantor or any of the Guarantor’s other Subsidiaries will forthwith be cancelled, together with all relative unmatured Coupons attached to the Notes or surrendered with the Notes, and accordingly may not be held, reissued or resold.
 
7.6                                Notices Final
 
Upon the expiry of any notice as is referred to in paragraph 7.2 above the Issuer shall be bound to redeem the Notes to which the notice refers in accordance with the terms of such paragraph.
 
8.                                       TAXATION
 
8.1                                Payment without Withholding
 
All payments in respect of the Notes by or on behalf of the Issuer or the Guarantor shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature ( Taxes ) imposed or levied by or on behalf of either of the Relevant Jurisdictions, unless the withholding or deduction of the Taxes is required by law.  In that event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders and Couponholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of the withholding or deduction; except that no additional amounts shall be payable in relation to any payment in respect of any Note or Coupon:
 
(a)                                   presented for payment by or on behalf of a holder who is liable to the Taxes in respect of the Note or Coupon by reason of his having some connection with either Relevant Jurisdiction other than the mere holding of the Note or Coupon including, without limitation, by reason of such holder being considered as:
 
(i)                                      being or having been present or engaged in a trade or business in the United States of America or having had a permanent establishment therein; or
 
(ii)                                   having a current or former relationship with the United States of America, including a relationship as a citizen or resident or being treated as a resident thereof; or
 
(iii)                                being or having been a personal holding company, a controlled foreign corporation, a passive foreign investment company, a corporation that has accumulated earnings to avoid United States of America federal income tax or a private foundation or other tax-exempt organization; or
 
(iv)                               an actual or constructive 10 per cent. shareholder of the Issuer as defined in Section 871(h)(3) of the Code; or
 
(b)                                  presented for payment by or on behalf of a holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or
 
(c)                                   where such withholding or deduction is imposed on a payment to an individual or a residual entity within the meaning of European Council Directive 2003/48/EC and is required to be made pursuant to (i) European Council Directive 2003/48/EC (or any
 
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amendments thereof) or any law implementing or complying with, or introduced in order to conform to, such Directive, (ii) the law of December 23, 2005 (as amended) introducing a 10 per cent. withholding tax as regards Luxembourg resident individuals and (iii) the agreements on savings income concluded by the State of Luxembourg with several dependant or associated territories of the EU (being Jersey, Guernsey, the Isle of Man, the British Virgin Islands, Montserrat, the Dutch Antilles and Aruba); or
 
(d)                                  presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or
 
(e)                                   presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder would have been entitled to additional amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such is in fact the case, that day to have been a Presentation Date (as defined in Condition 6); or
 
(f)                                     presented for payment by or on behalf of any holder who is a fiduciary, partnership, limited liability company or other than the sole beneficial owner of the Note or Coupon, but only to the extent that a beneficiary or settlor with respect to such fiduciary or a partner or member of such partnership or limited liability company or a beneficial owner of the Note or Coupon would not have been entitled to the payment of an additional amount had such beneficiary, settlor, partner, member or beneficial owner been the holder of such Note or Coupon; or
 
(g)                                  where such tax, assessment or governmental charge (including, without limitation, backup withholding tax) would not have been imposed or withheld but for the failure to comply with certification, identification, documentation or information reporting requirements concerning the nationality or connection with the United States of America of a holder or a beneficial owner of such Note or Coupon, if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such tax, assessment or governmental charge; or
 
(h)                                  where such tax, assessment or governmental charge would not have been imposed or withheld but for the presentation by the holder of the Note or Coupon for payment on a date more than 30 days after the Relevant Date; or
 
(i)                                      where such withholding or deduction is imposed as a result of any estate, inheritance, gift, sales, transfer, excise, wealth or personal property tax or any similar tax, assessment or governmental charge; or
 
(j)                                      where such tax, assessment or governmental charge is (i) payable otherwise than by deduction or withholding by the Issuer or a Paying Agent from the payment of the principal of or interest on the Note or Coupon or (ii) required to be deducted or withheld by any Paying Agent from any such payment if such payment can be made without such withholding by any other Paying Agent.
 
8.2                                Interpretation
 
In these Conditions:
 
(a)                                   Relevant Date means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Principal Paying Agent or the Trustee on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Noteholders by the Issuer in accordance with Condition 13; and
 
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(b)                                  Relevant Jurisdiction means, in the case of payments by the Issuer, the Grand Duchy of Luxembourg or any political subdivision or any authority thereof or therein having power to tax and, in the case of payments by the Guarantor, the United States of America or any political subdivision or any authority thereof or therein having power to tax.
 
8.3                                Additional Amounts
 
Any reference in these Conditions to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition or under any undertakings given in addition to, or in substitution for, this Condition pursuant to the Trust Deed.
 
9.                                       PRESCRIPTION
 
Notes and Coupons will become void unless presented for payment within periods of 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date in respect of the Notes or, as the case may be, the Coupons, subject to the provisions of Condition 6.
 
10.                                EVENTS OF DEFAULT
 
10.1                         Events of Default
 
The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject in each case to being indemnified to its satisfaction), (but, in the case of the happening of the event described in subparagraph (b) below, only if the Trustee shall have certified in writing to the Issuer and the Guarantor that such event is, in its opinion, materially prejudicial to the interests of the Noteholders) give notice to the Issuer and the Guarantor that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their principal amount, together with accrued interest as provided in the Trust Deed, in any of the following events ( Events of Default ):
 
(a)                                   if default is made in the payment of any Change of Control Redemption Amount or interest due in respect of the Notes or any of them and the default continues for a period of 14 days (in the case of a payment of Change of Control Redemption Amount) and 30 days (in the case of a payment of interest); or
 
(b)                                  if the Issuer or the Guarantor fails to perform or observe any of its other obligations under these Conditions or the Trust Deed and (except in any case where the Trustee considers the failure to be incapable of remedy, when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 90 days (or such longer period as the Trustee may permit) following the service by the Trustee on the Issuer or the Guarantor (as the case may be) of notice requiring the same to be remedied; or
 
(c)                                   if a court having jurisdiction in the premises shall (i) enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (including for the avoidance of doubt, any bankruptcy ( faillite ), insolvency and judicial liquidation ( liquidation judiciaire )), or (ii) appoint a receiver, liquidator, custodian, trustee or similar official of the Issuer (including, for the avoidance of doubt and without limitation, any commissaire , juge-commissaire , liquidateur or curateur ) or for any substantial part of its property, or (iii) order the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 days; or
 
(d)                                  if a court having jurisdiction in the premises shall (i) enter a decree or order for relief in respect of the Guarantor in an involuntary case under any applicable bankruptcy,
 
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insolvency or other similar law now or hereafter in effect, or (ii) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Guarantor or for any substantial part of its property, or (iii) order the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 days; or
 
(e)                                   if the Issuer (i) shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (including, for the avoidance of doubt, bankruptcy ( faillite ), insolvency, voluntary liquidation ( liquidation volontaire ), composition with creditors ( concordat préventif de faillite ), reprieve from payment ( sursis de paiement ), controlled management ( gestion contrôlée ), fraudulent conveyance ( actio pauliana ), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally), or shall consent to the entry of any order for relief in an involuntary case under any such law, or (ii) shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or similar official of the Issuer (including, for the avoidance of doubt and without limitation, any commissaire , juge-commissaire , liquidateur or curateur ) or for a substantial part of its property, or (iii) shall make any general assignment for the benefit of creditors; or
 
(f)                                     if the Guarantor shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of any order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Guarantor or for a substantial part of its property, or shall make any general assignment for the benefit of creditors; or
 
(g)                                  if the Issuer ceases to be a Subsidiary of the Guarantor; or
 
(h)                                  if the Guarantee ceases to be, or is claimed by the Issuer or the Guarantor not to be, in full force and effect.
 
10.2                         Interpretation
 
For the purposes of this Condition and Condition 4:
 
(a)                                   Significant Subsidiary means any Subsidiary of the Guarantor that constitutes a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the U.S. Securities Exchange Act of 1934, as amended; and
 
(b)                                  Subsidiary means any subsidiary as defined in Rule 1-02(x) of Regulation S-X under the U.S. Securities Exchange Act of 1934, as amended.
 
10.3                         Reports
 
A report by one Authorised Signatory of the Guarantor whether or not addressed to the Trustee that in its opinion a Subsidiary of the Guarantor is or is not or was or was not at any particular time or throughout any specified period a Significant Subsidiary may be relied upon by the Trustee without further enquiry or evidence and, if relied upon by the Trustee, shall, in the absence of manifest error, be conclusive and binding on all parties.
 
11.                                ENFORCEMENT
 
11.1                         Enforcement by the Trustee
 
The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer and/or the Guarantor as it may think fit to enforce the provisions of the Trust Deed, the Notes and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes or the Coupons unless (a) it has been so directed by an Extraordinary Resolution of the Noteholders or so requested in writing
 
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by the holders of at least one-quarter in principal amount of the Notes then outstanding and (b) it has been indemnified to its satisfaction.
 
11.2                         Enforcement by the Noteholders
 
No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantor unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.
 
12.                                REPLACEMENT OF NOTES AND COUPONS
 
Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of a Paying Agent in Luxembourg, upon payment by the claimant of the expenses incurred in connection with the replacement and on such terms as to evidence and indemnity as the Issuer may reasonably require.  Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.
 
The replacement of Notes and Coupons (in bearer form) is, in the case of loss or theft, subject to the procedure set out in the Luxembourg act dated September 3, 1996 on the involuntary dispossession of bearer securities, as amended (the Involuntary Dispossession Act 1996 ).
 
13.                                NOTICES
 
Notices to the Noteholders
 
All notices to the Noteholders will be valid if published in a leading English language daily newspaper published in London or such other English language daily newspaper with general circulation in Europe as the Trustee may approve.  It is expected that such publication will normally be made in the Financial Times .  The Issuer shall also ensure that, so long as the Notes are admitted to trading on the Euro MTF Market and the rules and regulations of the Luxembourg Stock Exchange applicable to the Euro MTF Market so require, notices are duly published either in one daily newspaper published in Luxembourg (which is expected to be the Luxemburger Wort or the Tageblatt ) or on the website of the Luxembourg Stock Exchange ( www.bourse.lu ).  Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers.  If publication as provided above is not practicable, notice will be given in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve.  Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with this paragraph.
 
14.                                SUBSTITUTION
 
The Trustee may, without the consent of the Noteholders or Couponholders, agree with the Issuer and the Guarantor to the substitution in place of the Issuer (or of any previous substitute under this Condition) as the principal debtor under the Notes, the Coupons and the Trust Deed of the Guarantor or any of its other Subsidiaries, subject to:
 
(a)                                   except in the case of the substitution of the Guarantor, the Notes being unconditionally and irrevocably guaranteed by the Guarantor;
 
(b)                                  the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced by the substitution; and
 
(c)                                   certain other conditions set out in the Trust Deed being complied with.
 
For the purposes of article 1275 of the Luxembourg civil code, the Noteholders, by subscribing for, or otherwise acquiring, the Notes, are deemed to have (i) consented to any substitution of the Issuer effected in accordance with this Condition 14 and Clause 21 of the Trust Deed and to the release of the Issuer from any and all obligations in respect of the Notes and the Trust Deed; and (ii) accepted such substitution and the consequences thereof but
 
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provided always that the exercise by the Trustee of its powers under this Condition 14 and Clause 21 of the Trust Deed shall remain at its absolute discretion in accordance with the provisions of the Trust Deed.
 
15.                                MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER, AUTHORISATION AND DETERMINATION
 
15.1                         Meetings of Noteholders
 
The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the modification or abrogation by Extraordinary Resolution of any of these Conditions or any of the provisions of the Trust Deed.  The quorum at any meeting for passing an Extraordinary Resolution will be one or more persons present holding or representing more than 50 per cent. in principal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons present whatever the principal amount of the Notes held or represented by him or them, except that, at any meeting the business of which includes the modification or abrogation of certain of the provisions of these Conditions and certain of the provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-third, of the principal amount of the Notes for the time being outstanding.  An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all Noteholders, whether or not they are present at the meeting, and on all Couponholders.
 
The provisions of articles 86 to 94-8 of the Luxembourg act dated August 10, 1915 on commercial companies, as amended (the Companies Act 1915 ), shall not apply to the Notes and the Coupons.
 
15.2                         Modification, Waiver, Authorisation and Determination
 
The Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of these Conditions or any of the provisions of the Trust Deed, or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such (provided that, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders) or may agree, without any such consent as aforesaid, to any modification which, in its opinion, is of a formal, minor or technical nature or to correct a manifest or proven error.
 
15.3                         Trustee to have Regard to Interests of Noteholders as a Class
 
In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantor, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 8 and/or any undertaking given in addition to, or in substitution for, Condition 8 pursuant to the Trust Deed.
 
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15.4                         Notification to the Noteholders
 
Any modification, abrogation, waiver, authorisation, determination or substitution shall be binding on the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, any modification or substitution shall be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 13.
 
16.                                INDEMNIFICATION OF THE TRUSTEE AND ITS CONTRACTING WITH THE ISSUER AND THE GUARANTOR
 
16.1                         Indemnification of the Trustee
 
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified to its satisfaction.
 
16.2                         Trustee Contracting with the Issuer and the Guarantor
 
The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia , (a) to enter into business transactions with the Issuer and/or the Guarantor and/or any of the Guarantor’s other Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or the Guarantor and/or any of the Guarantor’s other Subsidiaries, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders or Couponholders, and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.
 
17.                                FURTHER ISSUES
 
The Issuer is at liberty from time to time without the consent of the Noteholders or Couponholders to create and issue further notes or bonds (whether in bearer or registered form) either (a) ranking pari passu in all respects (or in all respects save for the first payment of interest thereon) and so that the same shall be consolidated and form a single series with the outstanding notes or bonds of any series (including the Notes) constituted by the Trust Deed or any supplemental deed or (b) upon such terms as to ranking, interest, conversion, redemption and otherwise as the Issuer may determine at the time of the issue.  Any further notes or bonds which are to form a single series with the outstanding notes or bonds of any series (including the Notes) shall be constituted by the Trust Deed or any supplemental deed.  Any other further notes or bonds shall be constituted by a separate deed to the Trust Deed.
 
18.                                GOVERNING LAW AND SUBMISSION TO JURISDICTION
 
18.1                         Governing Law
 
The Trust Deed (including the Guarantee), the Notes and the Coupons and any non-contractual obligations arising out of or in connection with them shall be governed by, and construed in accordance with, English law.
 
18.2                         Jurisdiction of English Courts
 
Each of the Issuer and the Guarantor has, in the Trust Deed, irrevocably agreed for the benefit of the Trustee, the Noteholders and the Couponholders that the courts of England are to have exclusive jurisdiction to settle any dispute, suit, action or proceeding (together referred to as Proceedings ) which may arise out of or in connection with the Trust Deed, the Notes or the Coupons and any non-contractual obligations which may arise out of or in connection with the Trust Deed, the Notes or the Coupons and accordingly has submitted to the exclusive jurisdiction of the English courts.
 
Each of the Issuer and the Guarantor has, in the Trust Deed, waived any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum.  The
 
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Trustee, the Noteholders and the Couponholders may take any Proceedings arising out of or in connection with the Trust Deed, the Notes or the Coupons and any non-contractual obligations which may arise out of or in connection with the Trust Deed, the Notes or the Coupons against the Issuer or the Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.
 
18.3                         Appointment of Process Agent
 
Each of the Issuer and the Guarantor has, in the Trust Deed, irrevocably and unconditionally appointed Aon Limited at the latter’s office of 8 Devonshire Square, London EC2M 4PL as its agent for service of process in England in respect of any Proceedings and has undertaken that in the event of such agent ceasing so to act it will appoint such other person as the Trustee may approve as its agent for that purpose.
 
19.                                RIGHTS OF THIRD PARTIES
 
No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
 
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PRINCIPAL PAYING AGENT
 
The Bank of New York Mellon acting through its London Branch
One Canada Square
London
E14 5AL
 
OTHER PAYING AGENT
 
The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building,
Polaris — 2-4 rue Eugène Ruppert,
L-2453 Luxembourg
 
and/or such other or further Principal Paying Agent and other Paying Agents and/or specified offices as may from time to time be appointed by the Issuer and the Guarantor with the approval of the Trustee and notice of which has been given to the Noteholders.
 
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SCHEDULE 3
 
PROVISIONS FOR MEETINGS OF NOTEHOLDERS
 
1.                                       DEFINITIONS
 
As used in this Schedule the following expressions shall have the following meanings unless the context otherwise requires:
 
Block Voting Instruction means an English language document issued by a Paying Agent in which:
 
(a)                                   it is certified that on the date thereof Notes (whether in definitive form or represented by a Global Note) which are held in an account with any Clearing System (in each case not being Notes in respect of which a Voting Certificate has been issued and is outstanding in respect of the meeting specified in such Block Voting Instruction) have been deposited with such Paying Agent or (to the satisfaction of such Paying Agent) are held to its order or under its control or are blocked in an account with a Clearing System and that no such Notes will cease to be so deposited or held or blocked until the first to occur of:
 
(i)                                      the conclusion of the meeting specified in such Block Voting Instruction; and
 
(ii)                                   the surrender to the Paying Agent, not less than 48 Hours before the time for which such meeting is convened, of the receipt issued by such Paying Agent in respect of each such deposited Note which is to be released or (as the case may require) the Notes ceasing with the agreement of the Paying Agent to be held to its order or under its control or so blocked and the giving of notice by the Paying Agent to the Issuer in accordance with paragraph 3.13.6 of the necessary amendment to the Block Voting Instruction;
 
(b)                                  it is certified that each holder of such Notes has instructed such Paying Agent that the vote(s) attributable to the Notes so deposited or held or blocked should be cast in a particular way in relation to the resolution(s) to be put to such meeting and that all such instructions are, during the period commencing 48 Hours prior to the time for which such meeting is convened and ending at the conclusion or adjournment thereof, neither revocable nor capable of amendment;
 
(c)                                   the aggregate principal amount of the Notes so deposited or held or blocked is listed distinguishing with regard to each such resolution between those in respect of which instructions have been given that the votes attributable thereto should be cast in favour of the resolution and those in respect of which instructions have been so given that the votes attributable thereto should be cast against the resolution; and
 
(d)                                  one or more persons named in such Block Voting Instruction (each hereinafter called a proxy ) is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Notes so listed in accordance with the instructions referred to in (c) above as set out in such Block Voting Instruction;
 
Clearing System means Euroclear and/or Clearstream, Luxembourg and includes in respect of any Note any clearing system on behalf of which such Note is held or which is the bearer or holder of a Note, in either case whether alone or jointly with any other Clearing System(s).  For the avoidance of doubt, the provisions of Clause 1.2(g) shall apply to this definition;
 
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Eligible Person means any one of the following persons who shall be entitled to attend and vote at a meeting:
 
(a)                                   a holder of a Note in definitive form;
 
(b)                                  a bearer of any Voting Certificate; and
 
(c)                                   a proxy specified in any Block Voting Instruction;
 
Extraordinary Resolution means:
 
(a)                                   a resolution passed at a meeting duly convened and held in accordance with these presents by a majority consisting of not less than three-fourths of the Eligible Persons voting thereat upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than three-fourths of the votes cast on such poll; or
 
(b)                                  a resolution in writing signed by or on behalf of the holders of not less than three fourths in principal amount of the Notes which resolution may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the holders;
 
Ordinary Resolution means:
 
(a)                                   a resolution passed at a meeting duly convened and held in accordance with these presents by a clear majority of the Eligible Persons voting thereat on a show of hands or, if a poll is duly demanded, by a simple majority of the votes cast on such poll; or
 
(b)                                  a resolution in writing signed by or on behalf of the holders of not less than a clear majority in principal amount of the Notes, which resolution may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the holders;
 
Voting Certificate means an English language certificate issued by a Paying Agent in which it is stated:
 
(a)                                   that on the date thereof Notes (whether in definitive form or represented by a Global Note) which are held in an account with any Clearing System (in each case not being Notes in respect of which a Block Voting Instruction has been issued and is outstanding in respect of the meeting specified in such Voting Certificate) were deposited with such Paying Agent or (to the satisfaction of such Paying Agent) are held to its order or under its control or are blocked in an account with a Clearing System and that no such Notes will cease to be so deposited or held or blocked until the first to occur of:
 
(i)                                      the conclusion of the meeting specified in such Voting Certificate; and
 
(ii)                                   the surrender of the Voting Certificate to the Paying Agent who issued the same; and
 
(b)                                  that the bearer thereof is entitled to attend and vote at such meeting in respect of the Notes represented by such Voting Certificate;
 
24 Hours means a period of 24 hours including all or part of a day upon which banks are open for business in both the place where the relevant meeting is to be held and in each of the
 
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places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business in all of the places as aforesaid; and
 
48 Hours means a period of 48 hours including all or part of two days upon which banks are open for business both in the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which banks are open for business in all of the places as aforesaid.
 
For the purposes of calculating a period of Clear Days in relation to a meeting, no account shall be taken of the day on which the notice of such meeting is given (or, in the case of an adjourned meeting, the day on which the meeting to be adjourned is held) or the day on which such meeting is held.
 
All references in this Schedule to a “meeting” shall, where the context so permits, include any relevant adjourned meeting.
 
2.                                       EVIDENCE OF ENTITLEMENT TO ATTEND AND VOTE
 
A holder of a Note (whether in definitive form or represented by a Global Note) which is held in an account with any Clearing System may require the issue by a Paying Agent of Voting Certificates and Block Voting Instructions in accordance with the terms of paragraph 3.1.
 
For the purposes of paragraph 3.1, the Principal Paying Agent and each Paying Agent shall be entitled to rely, without further enquiry, on any information or instructions received from a Clearing System and shall have no liability to any holder or other person for any loss, damage, cost, claim or other liability occasioned by its acting in reliance thereon, nor for any failure by a Clearing System to deliver information or instructions to the Principal Paying Agent or any Paying Agent.
 
The holder of any Voting Certificate or the proxies named in any Block Voting Instruction shall for all purposes in connection with the relevant meeting be deemed to be the holder of the Notes to which such Voting Certificate or Block Voting Instruction relates and the Paying Agent with which such Notes have been deposited or the person holding Notes to the order or under the control of such Paying Agent or the Clearing System in which such Notes have been blocked shall be deemed for such purposes not to be the holder of those Notes.
 
3.                                       PROCEDURE FOR ISSUE OF VOTING CERTIFICATES, BLOCK VOTING INSTRUCTIONS AND PROXIES
 
3.1                                Definitive Notes not held in a Clearing System - Voting Certificate
 
A holder of a Note in definitive form which is not held in an account with any Clearing System (not being a Note in respect of which a Block Voting Instruction has been issued and is outstanding in respect of the meeting specified in such Voting Certificate) may obtain a Voting Certificate in respect of such Note from a Paying Agent subject to such holder having procured that such Note is deposited with such Paying Agent or (to the satisfaction of such Paying Agent) is held to its order or under its control upon terms that no such Note will cease to be so deposited or held until the first to occur of:
 
(a)                                   the conclusion of the meeting specified in such Voting Certificate; and
 
(b)                                  the surrender of the Voting Certificate to the Paying Agent who issued the same.
 
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3.2                                Global Notes and definitive Notes held in a Clearing System - Voting Certificate
 
A holder of a Note (not being a Note in respect of which instructions have been given to the Principal Paying Agent in accordance with paragraph 3.13.4) represented by a Global Note or which is in definitive form and is held in an account with any Clearing System may procure the delivery of a Voting Certificate in respect of such Note by giving notice to the Clearing System through which such holder’s interest in the Note is held specifying by name a person (an Identified Person ) (which need not be the holder himself) to collect the Voting Certificate and attend and vote at the meeting.  The relevant Voting Certificate will be made available at or shortly prior to the commencement of the meeting by the Principal Paying Agent against presentation by such Identified Person of the form of identification previously notified by such holder to the Clearing System.  The Clearing System may prescribe forms of identification (including, without limitation, a passport or driving licence) which it deems appropriate for these purposes.  Subject to receipt by the Principal Paying Agent from the Clearing System, no later than 24 Hours prior to the time for which such meeting is convened, of notification of the principal amount of the Notes to be represented by any such Voting Certificate and the form of identification against presentation of which such Voting Certificate should be released, the Principal Paying Agent shall, without any obligation to make further enquiry, make available Voting Certificates against presentation of the form of identification corresponding to that notified.
 
3.3                                Definitive Notes not held in a Clearing System - Block Voting Instruction
 
A holder of a Note in definitive form which is not held in an account with any Clearing System (not being a Note in respect of which a Voting Certificate has been issued and is outstanding in respect of the meeting specified in such Block Voting Instruction) may require a Paying Agent to issue a Block Voting Instruction in respect of such Note by depositing such Note with such Paying Agent or (to the satisfaction of such Paying Agent) by procuring that, not less than 48 Hours before the time fixed for the relevant meeting, such Note is held to the Paying Agent’s order or under its control, in each case on terms that no such Note will cease to be so deposited or held until the first to occur of:
 
(a)                                   the conclusion of the meeting specified in such Block Voting Instruction; and
 
(b)                                  the surrender to the Paying Agent, not less than 48 Hours before the time for which such meeting is convened, of the receipt issued by such Paying Agent in respect of each such deposited or held Note which is to be released or (as the case may require) the Note or Notes ceasing with the agreement of the Paying Agent to be held to its order or under its control and the giving of notice by the Paying Agent to the Issuer in accordance with paragraph 3.13.6 hereof of the necessary amendment to the Block Voting Instruction;
 
and instructing the Paying Agent that the vote(s) attributable to the Note or Notes so deposited or held should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting and that all such instructions are, during the period commencing 48 Hours prior to the time for which such meeting is convened and ending at the conclusion or adjournment thereof, neither revocable nor capable of amendment.
 
3.4                                Global Notes and definitive Notes held in a Clearing System - Block Voting Instruction
 
A holder of a Note (not being a Note in respect of which a Voting Certificate has been issued) represented by a Global Note or which is in definitive form and is held in an account with any Clearing System may require the Principal Paying Agent to issue a Block Voting Instruction
 
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in respect of such Note by first instructing the Clearing System through which such holder’s interest in the Note is held to procure that the votes attributable to such Note should be cast at the meeting in a particular way in relation to the resolution or resolutions to be put to the meeting.  Any such instruction shall be given in accordance with the rules of the Clearing System then in effect.  Subject to receipt by the Principal Paying Agent of instructions from the Clearing System, no later than 24 Hours prior to the time for which such meeting is convened, of notification of the principal amount of the Notes in respect of which instructions have been given and the manner in which the votes attributable to such Notes should be cast, the Principal Paying Agent shall, without any obligation to make further enquiry, appoint a proxy to attend the meeting and cast votes in accordance with such instructions.
 
3.5                                  Each Block Voting Instruction, together (if so requested by the Trustee) with proof satisfactory to the Trustee of its due execution on behalf of the relevant Paying Agent shall be deposited by the relevant Paying Agent at such place as the Trustee shall approve not less than 24 Hours before the time appointed for holding the meeting at which the proxy or proxies named in the Block Voting Instruction proposes to vote, and in default the Block Voting Instruction shall not be treated as valid unless the Chairman of the meeting decides otherwise before such meeting proceeds to business.  A copy of each Block Voting Instruction shall be deposited with the Trustee before the commencement of the meeting but the Trustee shall not thereby be obliged to investigate or be concerned with the validity of or the authority of the proxy or proxies named in any such Block Voting Instruction.
 
3.6                                  Any vote given in accordance with the terms of a Block Voting Instruction shall be valid notwithstanding the previous revocation or amendment of the Block Voting Instruction or of any of the instructions of the relevant holder or the relevant Clearing System (as the case may be) pursuant to which it was executed provided that no intimation in writing of such revocation or amendment has been received from the relevant Paying Agent by the Issuer at its registered office (or such other place as may have been required or approved by the Trustee for the purpose) by the time being 24 Hours (in the case of a Block Voting Instruction) or 48 Hours (in the case of a proxy) before the time appointed for holding the meeting at which the Block Voting Instruction is to be used.
 
4.                                       CONVENING OF MEETINGS, QUORUM AND ADJOURNED MEETINGS
 
The Issuer, the Guarantor or the Trustee may at any time, and the Issuer shall upon a requisition in writing in the English language signed by the holders of not less than ten per cent. in principal amount of the Notes for the time being outstanding, convene a meeting and if the Issuer makes default for a period of seven days in convening such a meeting the same may be convened by the Trustee or the requisitionists.  Whenever the Issuer or the Guarantor is about to convene any such meeting the Issuer or the Guarantor, as the case may be, shall forthwith give notice in writing to the Trustee of the day, time and place thereof and of the nature of the business to be transacted thereat.  Every such meeting shall be held at such time and place as the Trustee may appoint or approve in writing.
 
5.                                        At least 21 Clear Days’ notice specifying the place, day and hour of meeting shall be given to the holders prior to any meeting in the manner provided by Condition 13 ( Notices ).  Such notice, which shall be in the English language, shall state generally the nature of the business to be transacted at the meeting thereby convened and, in the case of an Extraordinary Resolution, shall either specify in such notice the terms of such resolution or state fully the effect on the holders of such resolution, if passed. Such notice shall include statements as to the manner in which holders may arrange for Voting Certificates or Block Voting Instructions to be issued and, if applicable, appoint proxies. A copy of the notice shall be sent by post to the Trustee (unless the meeting is convened by the Trustee), to the Issuer (unless the meeting is convened by the Issuer) and to the Guarantor (unless the meeting is convened by the Guarantor).
 
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6.                                        A person (who may but need not be a holder) nominated in writing by the Trustee shall be entitled to take the chair at the relevant meeting, but if no such nomination is made or if at any meeting the person nominated shall not be present within 15 minutes after the time appointed for holding the meeting the holders present shall choose one of their number to be Chairman, failing which the Issuer may appoint a Chairman.  The Chairman of an adjourned meeting need not be the same person as was Chairman of the meeting from which the adjournment took place.
 
7.                                        At any such meeting one or more Eligible Persons present and holding or representing in the aggregate not less than one-twentieth of the principal amount of the Notes for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business (including the passing of an Ordinary Resolution) and no business (other than the choosing of a Chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of the relevant business.  The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more Eligible Persons present and holding or representing in the aggregate more than 50 per cent. in principal amount of the Notes for the time being outstanding PROVIDED THAT at any meeting the business of which includes any of the following matters (each of which shall, subject only to subclause 19.2 and clause 21, only be capable of being effected after having been approved by Extraordinary Resolution) namely:
 
(a)                                   reduction or cancellation of the amount payable or, where applicable, modification, except where such modification is in the opinion of the Trustee bound to result in an increase, of the method of calculating the amount payable or modification of the date of payment or, where applicable, of the method of calculating the date of payment in respect of any principal or interest in respect of the Notes;
 
(b)                                  alteration of the currency in which payments under the Notes and Coupons are to be made;
 
(c)                                   alteration of the majority required to pass an Extraordinary Resolution;
 
(d)                                  the sanctioning of any such scheme or proposal or substitution as is described in paragraphs 19(i) and (j); and
 
(e)                                   alteration of this proviso or the proviso to paragraph 9;
 
the quorum shall be one or more Eligible Persons present and holding or representing in the aggregate not less than two-thirds of the principal amount of the Notes for the time being outstanding.
 
8.                                        If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any such meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the meeting shall if convened upon the requisition of holders be dissolved.  In any other case it shall stand adjourned to the same day in the next week (or if such day is a public holiday the next succeeding business day) at the same time and place (except in the case of a meeting at which an Extraordinary Resolution is to be proposed in which case it shall stand adjourned for such period, being not less than 13 Clear Days nor more than 42 Clear Days, and to such place as may be appointed by the Chairman either at or subsequent to such meeting and approved by the Trustee).  If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any adjourned meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice to the transaction of the business
 
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(if any) for which a quorum is present, the Chairman may either (with the approval of the Trustee) dissolve such meeting or adjourn the same for such period, being not less than 13 Clear Days (but without any maximum number of Clear Days), and to such place as may be appointed by the Chairman either at or subsequent to such adjourned meeting and approved by the Trustee, and the provisions of this sentence shall apply to all further adjourned such meetings.
 
9.                                        At any adjourned meeting one or more Eligible Persons present (whatever the principal amount of the Notes so held or represented by them) shall (subject as provided below) form a quorum and shall have power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had the requisite quorum been present PROVIDED THAT at any adjourned meeting the quorum for the transaction of business comprising any of the matters specified in the proviso to paragraph 8 shall be one or more Eligible Persons present and holding or representing in the aggregate not less than one-third of the principal amount of the Notes for the time being outstanding.
 
10.                                  Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if 10 were substituted for 21 Clear Days in paragraph 6 and such notice shall state the required quorum.  Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.
 
CONDUCT OF BUSINESS AT MEETINGS
 
11.                                  Every question submitted to a meeting shall be decided in the first instance by a show of hands.  A poll may be demanded (before or on the declaration of the result of the show of hands) by the Chairman, the Issuer, the Guarantor, the Trustee or any Eligible Person (whatever the amount of the Notes so held or represented by him).
 
12.                                  At any meeting, unless a poll is duly demanded, a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
 
13.                                  Subject to paragraph 15, if at any such meeting a poll is so demanded it shall be taken in such manner and, subject as hereinafter provided, either at once or after an adjournment as the Chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll.  The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the motion on which the poll has been demanded.
 
14.                                  The Chairman may, with the consent of (and shall if directed by) any such meeting, adjourn the same from time to time and from place to place; but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.
 
15.                                  Any poll demanded at any such meeting on the election of a Chairman or on any question of adjournment shall be taken at the meeting without adjournment.
 
16.                                  Any director or officer of the Trustee, its lawyers and financial advisors, any general partner or officer of the Issuer or, as the case may be, the Guarantor, their lawyers and financial advisors, any director or officer of any of the Paying Agents and any other person authorised so to do by the Trustee may attend and speak at any meeting.  Save as aforesaid, no person shall be entitled to attend and speak nor shall any person be entitled to vote at any meeting
 
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unless he is an Eligible Person.  No person shall be entitled to vote at any meeting in respect of Notes which are deemed to be not outstanding by virtue of the proviso to the definition of “outstanding” in clause 1.
 
17.                                  At any meeting:
 
(a)                                   on a show of hands every Eligible Person present shall have one vote; and
 
(b)                                  on a poll every Eligible Person present shall have one vote in respect of each €1 or such other amount as the Trustee may in its absolute discretion stipulate, in principal amount of the Notes held or represented by such Eligible Person.
 
Without prejudice to the obligations of the proxies named in any Block Voting Instruction, any Eligible Person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.
 
18.                                  The proxies named in any Block Voting Instruction need not be holders.  Nothing herein shall prevent any of the proxies named in any Block Voting Instruction from being a director, officer or representative of or otherwise connected with the Issuer or the Guarantor.
 
19.                                  A meeting shall in addition to the powers hereinbefore given have the following powers exercisable only by Extraordinary Resolution (subject to the provisions relating to quorum contained in paragraphs 8 and 10) namely:
 
(a)                                   Power to sanction any compromise or arrangement proposed to be made between the Issuer, the Guarantor, the Trustee, any Appointee and the holders and Couponholders or any of them.
 
(b)                                  Power to sanction any abrogation, modification, compromise or arrangement in respect of the rights of the Trustee, any Appointee, the holders, the Couponholders, the Issuer or the Guarantor against any other or others of them or against any of their property whether such rights arise under these presents or otherwise.
 
(c)                                   Power to assent to any modification of the provisions of these presents which is proposed by the Issuer, the Guarantor, the Trustee or any holder.
 
(d)                                  Power to give any authority or sanction which under the provisions of these presents is required to be given by Extraordinary Resolution.
 
(e)                                   Power to appoint any persons (whether holders or not) as a committee or committees to represent the interests of the holders and to confer upon such committee or committees any powers or discretions which the holders could themselves exercise by Extraordinary Resolution.
 
(f)                                     Power to approve of a person to be appointed a trustee and power to remove any trustee or trustees for the time being of these presents.
 
(g)                                  Power to discharge or exonerate the Trustee and/or any Appointee from all liability in respect of any act or omission for which the Trustee and/or such Appointee may have become responsible under these presents.
 
(h)                                  Power to authorise the Trustee and/or any Appointee to concur in and execute and do all such deeds, instruments, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution.
 
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(i)                                      Power to sanction any scheme or proposal for the exchange or sale of the Notes for or the conversion of the Notes into or the cancellation of the Notes in consideration of shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash.
 
(j)                                      Power to approve the substitution of any entity for the Issuer and/or the Guarantor (or any previous substitute) as principal debtor and/or guarantor, as the case may be, under these presents.
 
20.                                  Any resolution passed at a meeting of the holders duly convened and held in accordance with these presents shall be binding upon all the holders whether or not present or whether or not represented at such meeting and whether or not voting and upon all Couponholders and each of them shall be bound to give effect thereto accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof.  Notice of the result of the voting on any resolution duly considered by the holders shall be published in accordance with Condition 13 ( Notices ) by the Issuer within 14 days of such result being known, PROVIDED THAT the non-publication of such notice shall not invalidate such result.
 
21.                                  Minutes of all resolutions and proceedings at every meeting shall be made and entered in books to be from time to time provided for that purpose by the Issuer and any such minutes as aforesaid, if purporting to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings transacted, shall be conclusive evidence of the matters therein contained and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes have been made shall be deemed to have been duly held and convened and all resolutions passed or proceedings transacted thereat to have been duly passed or transacted.
 
22.                                  Subject to all other provisions of these presents the Trustee may (after consultation with the Issuer and the Guarantor where the Trustee considers such consultation to be practicable but without the consent of the Issuer, the Guarantor, the holders or the Couponholders) prescribe such further or alternative regulations regarding the requisitioning and/or the holding of meetings and attendance and voting thereat as the Trustee may in its sole discretion reasonably think fit (including, without limitation, the substitution for periods of 24 Hours and 48 Hours referred to in this Schedule of shorter periods).  Such regulations may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any relevant Clearing System.  Notice of any such further or alternative regulations may, at the sole discretion of the Trustee, be given to holders in accordance with Condition 13 ( Notices ) at the time of service of any notice convening a meeting or at such other time as the Trustee may decide.
 
23.                                  The provisions of articles 86 to 94-8 the Companies Act 1915 relating to the meetings of holders of notes shall not apply to the Notes and the Coupons.
 
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SCHEDULE 4
 
FORM OF AUTHORISED SIGNATORIES’ CERTIFICATE
 
[ON THE HEADED PAPER OF THE [ISSUER/GUARANTOR]]
 
To:                               BNY Corporate Trustee Services Limited
40 th  Floor
One Canada Square,
London
E14 5AL
 
[ Date ]
 
Dear Sirs
 
Aon Services Luxembourg & Co S.C.A. (formerly known as Aon Financial Services Luxembourg S.A.) €500,000,000 6.25 per cent. Guaranteed Notes due July 2014
 
This certificate is delivered to you in accordance with Clause 14(f) of the Trust Deed dated 1 July 2009 as amended and restated on 12 January 2011 (the Trust Deed ) and made between Aon Services Luxembourg & Co S.C.A. (formerly known as Aon Financial Services Luxembourg S.A.) (the Issuer ), Aon Corporation (the Guarantor ) and BNY Corporate Trustee Services Limited (the Trustee ).  All words and expressions defined in the Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein.
 
We hereby certify that, to the best of our knowledge, information and belief (having made all reasonable enquiries):
 
(a)                                   as at [  ](1), no Change of Control Event, Event of Default or Potential Event of Default existed [other than [  ]](2) and no Change of Control Event, Event of Default or Potential Event of Default had existed at any time since [  ](3) [the certification date (as defined in the Trust Deed) of the last certificate delivered under Clause 14(f)](4) [other than [   ]](5); and
 
(b)                                  from and including [   ](3) [the certification date of the last certificate delivered under Clause 14(f)](4) to and including [  ](1), [the Issuer/the Guarantor] has complied in all respects with its obligations under these presents (as defined in the Trust Deed) [other than [  ]](6).
 
For and on behalf of
 
[ Issuer/Guarantor ]

 	 	
Authorised Signatory	

(1)                                   Specify a date not more than 7 days before the date of delivery of the certificate.
(2)                                   If any Event of Default or Potential Event of Default did exist, give details; otherwise delete.
(3)                                   Insert date of Trust Deed in respect of the first certificate delivered under Clause  14(f), otherwise delete.
(4)                                   Include unless the certificate is the first certificate delivered under Clause 14(f) , in which case delete.
(5)                                  If any Event of Default or Potential Event of Default did exist, give details; otherwise delete.
(6)                                   If the [Issuer/Guarantor] has failed to comply with any obligation(s), give details; otherwise delete.
 
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SIGNATORIES

EXECUTED as a DEED by	)	
by AON SERVICES LUXEMBOURG & CO S.C.A	)	
acting by the general partner	)	
acting under the authority	)	
of that partnership limited by shares,	)	
in the presence of:	)	

Witness’s signature	 	
 	 	
Name	 	
 	 	
Address	 	

EXECUTED as a DEED by	)	
AON CORPORATION	)	
acting by	)	
acting under the authority	)	
of that company, in the presence of:	)	

Witness’s signature	 	
 	 	
Name	 	
 	 	
Address	 	

EXECUTED as a DEED by	)	
BNY CORPORATE TRUSTEE SERVICES	)	
LIMITED	)	
acting by two of its lawful Attorneys:	)	
 	 	 	
Attorney	 	 	
 	 	 	
Attorney	 	 	
 	 	
in the presence of:	 	

Witness’s signature	 	
 	 	
Name	 	
 	 	
Address	 	
 
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Exhibit 10.1
 
EMPLOYMENT AGREEMENT
 
This Employment Agreement (this “Agreement”) is dated as of September 30, 2010 between Aon Corporation, a Delaware corporation (the “Company”), and Russell P. Fradin (the “Executive”).
 
WHEREAS, contingent upon and effective as of the closing of the merger (the “Merger”) of the Company, or one of its wholly-owned subsidiaries, with Hewitt Associates, LLC (such closing date being the “Effective Date” hereof), the Company seeks to employ the Executive as Chairman and Chief Executive Officer of Aon Hewitt, LLC, or such other name as shall be given to the business that will contain the Company’s consulting and outsourcing businesses (“Aon Hewitt”), and
 
WHEREAS, the Executive desires to serve and to be employed upon the terms and subject to the conditions set forth herein.
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:
 
1.                                       Employment Term; Title; Location; Responsibilities; Outside Activities.
 
(a)                                   Employment Term; Title; Location .  The Company will employ the Executive as Chairman and Chief Executive Officer of Aon Hewitt, and the Executive agrees to serve in such role, for a term (the “Term of Employment”) beginning on the Effective Date and ending on the fifth anniversary thereof, unless terminated earlier as set forth in Section 3.  Although the Term of Employment is a fixed five-year period, it is the parties’ intent that the employment relationship may continue beyond such period on mutually agreeable terms; however, the parties are under no obligation to renew.  The Executive’s principal office will be in the Company’s Lincolnshire, Illinois office.
 
(b)                                  Responsibilities .  The Executive will report only to the Company’s Chief Executive Officer (the “CEO”) and be a Level 1A senior executive of the Company (or comparable level if levels are changed).  The Executive will have the authority and responsibility consistent with the position in which he will serve.  The Executive will also perform such other duties (not inconsistent with the Executive’s title and position) on behalf of the Company and its subsidiaries as may from time to time be authorized or reasonably directed by the CEO.
 
(c)                                   Outside Activities.   The Executive may engage in charitable, civic or community activities and, with the prior approval of the CEO, may serve as a director of any other business corporation, provided that (i) such activities or service do not interfere with the Executive’s duties hereunder or violate the terms of any of the covenants contained in Sections 4(b) hereof and (ii) such other business corporation provides the Executive with director and officer insurance coverage which, in the opinion of the CEO, is adequate under the circumstances.
 
2.                                       Compensation during Term of Employment.
 
(a)                                   Base Salary.   During the Term of Employment, the Company will pay to the Executive a base salary at the rate of $1,000,000 per year (“Base Salary”), payable semi-monthly in accordance with the Company’s executive payroll policy.  Such Base Salary will be reviewed

 
annually on the Company’s regular executive salary review schedule, and will be subject to increase (but not decrease) at the discretion of the CEO and the Organization and Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), which increased amount will be thereafter be the Executive’s “Base Salary” for all purposes hereunder.
 
(b)                                  Annual Incentive Compensation.   The Executive will be eligible to participate in the annual incentive compensation program for the Company’s senior executives in accordance with the provisions of such program, as amended from time to time.  During the Term of Employment, the Executive’s target bonus will be at least 150% of the Executive’s Base Salary, and the maximum bonus will be at least 450% of the Executive’s Base Salary.  For the period beginning on the Effective Date and extending through calendar year 2011 only, the Executive’s actual bonus will not be less than $1,500,000.  The Executive acknowledges and agrees that the annual incentive compensation awards earned hereunder will be subject to payment pursuant to and in accordance with the Aon Incentive Stock Program, payable currently in a combination of cash and restricted stock units of Aon Corporation common stock (“RSUs”), provided, that the Executive’s annual bonus for the period beginning on the Effective Date and extending through calendar year 2011 shall be payable in a combination of not less than sixty-five percent (65%) cash and no more than thirty-five percent (35%) in RSUs.  The combination of cash and RSUs for annual bonuses in later years will be established in accordance with the provisions of the Company’s annual incentive compensation program, as amended from time to time.
 
(c)                                   Equity Grants.
 
(i)                                      Transition Stock .  As of the Effective Date, the Executive will be granted a fully vested restricted stock unit award of shares of common stock of the Company (“Transition RSUs”) pursuant to the 2001 Aon Stock Incentive Plan, as amended from time to time (the “Stock Plan”).  The Transition RSUs will have an aggregate grant date value of five million dollars ($5,000,000) and will be subject to such terms and conditions and in such form as the restricted stock unit award agreement attached hereto as Appendix A.  The Transition RSUs (and any dividend equivalents credited with respect to the Transition RSUs) shall not be subject to any forfeiture or “clawback” provision.  Any discrepancies between the prior sentence of this Section 2(c)(i), the restricted stock unit award agreement and the Stock Plan shall be resolved in favor of the terms of the prior sentence of this Section 2(c)(i).
 
(ii)                                   Sign-On Stock .  As of the Effective Date, the Executive will be granted a restricted stock unit award of shares of common stock of the Company (“Sign-On RSUs”) pursuant to the 2001 Aon Stock Incentive Plan, as amended from time to time (the “Stock Plan”).  The Sign-On RSUs will have an aggregate grant date value of two million dollars ($2,000,000) and will be subject to such terms and conditions and in such form as the restricted stock unit award agreement attached hereto as Appendix B.
 
(iii)                                Future Equity Grants .  For the period commencing on the Effective Date and extending through calendar year 2011, the Executive will be entitled to receive the equity grants described in Sections 2(c)(i) and (ii) and Section 2(e) herein. Beginning in 2012 and in each subsequent calendar year during the Term
 
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of Employment thereafter, the Executive shall be eligible to receive a long-term incentive award commensurate with the Executive’s position as Chief Executive Officer of Aon Hewitt in such amount and form, and subject to such terms and conditions, as may be determined in good-faith by the Compensation Committee, provided, that the requirements pursuant to subsections (i), (ii) and (iii) of Section 2(e) below shall apply to such award.
 
(d)                                  Employee Benefits.   During the Term of Employment, the Executive will be entitled to participate in the Company’s employee benefit, incentive and fringe plans and programs generally available to senior executives of the Company.  Nothing in this Agreement will require the Company to establish, maintain or continue any of the benefits already in existence or hereafter adopted for executives of the Company and nothing in this Agreement will restrict the right of the Company to amend, modify or terminate such programs.  Notwithstanding the foregoing, for the 2010 calendar year only, the Executive shall be entitled to reimbursement for financial planning and professional services fees in an amount not to exceed $20,000, payable upon submission of an invoice for such services.  Thereafter, the Executive will be entitled to participate in any financial planning program established by the Company on the terms and conditions applicable to similarly-situated executives.
 
(e)                                   Performance Programs.   The Executive shall participate in the Leadership Performance Program, a sub-plan to the Stock Plan, (or replacement therefor) with a grant in March 2011 of a fair market value of two million dollars ($2,000,000) for the performance period 2011 — 2013 and thereafter as set by the Compensation Committee.  In addition, the Executive will participate in an equity-based long-term incentive program to be established for Aon Hewitt with a grant in March 2011 of a fair market value of two million dollars ($2,000,000) for the performance period 2011 — 2013 and thereafter as set by the Compensation Committee.  For purposes of all such plans, programs and grants: (i) the definition of Cause and post employment activity limitations (i.e., forfeiture conditions and post-termination obligations) will not be broader than specified herein; (ii) a termination for Good Reason (as defined herein) shall be treated the same as a without Cause termination; and (iii) at least pro rata vesting will be provided in the event of retirement at or after age 55, which shall include any termination or resignation of employment thereafter other than for Cause.
 
(f)                                     Vacation Time .  The Executive will be entitled to paid vacation time in accordance with usual Company policies and procedures.  The Company will not pay the Executive any additional compensation for any vacation time not used by the Executive except as required by law or applicable Company policies.
 
(g)                                  Expense Reimbursement.   In accordance with Company policies and procedures and on prescribed Company forms, the Company will reimburse the Executive for all reasonable expenses incurred by the Executive in the performance of his duties hereunder.   The Company acknowledges that, in connection with the Merger, Hewitt Associates, LLC (or its successor) has agreed to pay all reasonable and documented legal fees and related expenses incurred in connection with the drafting, negotiation and execution of this Agreement and other documents relating to equity or change in control arrangements, and, to the extent any reimbursements or payments of legal fees and expenses are taxable income to the Executive, the Executive shall be entitled to a tax gross-up payment so that the Executive shall have no after tax consequences with respect to such taxable reimbursements or payments.
 
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(h)                                  Change in Control Protection.   The Compensation Committee has approved and, on or before November 19, 2010, the Compensation Committee will recommend to the full board of directors (the “Board”) that the Company enter into a “Tier 1” Change in Control Agreement with the Executive in the form attached hereto as Appendix C.
 
3.                                       Renewal; Termination.
 
(a)                                   Renewal.   This Agreement may be renewed only upon the written agreement of the parties hereto.
 
(b)                                  Termination.
 
(i)                                      Death or Disability.   The Executive employment under this Agreement and the Term of Employment will be terminated immediately upon the death of the Executive or upon written notice given by the Company to the Executive in the event that the Executive has, because of any illness, injury, accident or condition of either a physical or psychological nature, been unable to perform substantially all of the Executive’s duties and responsibilities for one hundred eighty (180) consecutive calendar days (a “Disability Termination”); provided, that the Executive is still “disabled” (in accordance with the definition herein) on the date such notice is given; and provided, further, however, if prior to such notice, Executive incurs a “separation from service” within the meaning of Treas. Reg. 1-409A-1(h) (“Separation from Service”) as a result of illness, injury, accident or condition, such date shall be the date of the Disability Termination.  In addition to the Accrued Benefits (as defined in subsection (ix) below), (A) in the event of the Executive’s death during the Term of Employment the Company will pay to the Executive’s estate an amount equal to the difference between the Base Salary for the remainder of the full Term of Employment and the amount of any benefit payable under any individual or group life insurance policy maintained and paid for by the Company for the benefit of the Executive, with such amount being paid in a lump sum sixty (60) days after the date of the Executive’s death, and (B) in the event of a Disability Termination (i) an amount equal to the difference between the Base Salary for the remainder of the full term and the projected amount of any benefit payable under any disability insurance policy maintained by the Company for the benefit of the Executive assuming that the Executive remained disabled for the remainder of the full term, with such amount being paid in a lump sum sixty (60) days after the date of the Disability Termination, plus (C) in the case of both (A) and (B), a pro rata bonus for the year in which such termination of employment occurs equal to the total value of the bonus (i.e. cash portion plus equity portion) paid or payable to the Executive for the year prior to the year of termination multiplied by the ratio of the number of days the Executive was employed during the year of termination divided by 365 and paid in a cash at the same time such annual bonus would have been paid if the Executive continued to be employed by the Company (or if applicable, as provided under any deferred compensation plan), provided, that if such Disability Termination or death occurs prior to January 1, 2012, then the prior year’s annual bonus shall be the target annual bonus amount for 2011.
 
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(ii)                                   Without Cause or for Good Reason.   (A) Executive’s employment under this Agreement and the Term of Employment may be terminated by the Company without Cause upon written notice by the Company or by the Executive with Good Reason upon thirty days (30) days prior written notice to the Company.  Upon such termination of employment, in addition to the Accrued Benefits, the Company shall pay Executive (a) A pro-rata portion of the Executive’s annual bonus for the year in which the Executive’s termination occurs based on actual results for such year (based on the number of days the Executive was employed during such year of termination), payable at the same time such annual bonus would have been paid if the Executive continued to be employed by the Company (the “Pro-Rata Bonus”) and (b) a lump sum severance payment equal to two times the Executive’s Base Salary at the time of such termination, payable sixty (60) days following such termination of employment.
 
(B)                                 As used herein, “Good Reason” will mean any of the following actions, without the Executive’s prior written consent, which remains uncured by the Company for thirty (30) days following receipt by the Company of written notice by the Executive of the existence of such Good Reason event, which notice shall be required to be given within 90 days of the first occurrence of the event:  (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including, without limitation, any failure by the Company to comply with the provisions of Section 2 hereof or any purported termination of the Executive’s employment which breaches this Agreement; or (c) a change by the Company in the location at which the Executive is required to perform his principal duties hereunder by more than fifty (50) miles from the current Lincolnshire, Illinois office of Hewitt Associates.  If the Company has not cured such Good Reason event within such 30-day cure period, the Executive may terminate his employment for Good Reason by providing thirty (30) days prior written notice to the Company, provided, that no termination for Good Reason shall occur after the 180 th  day following the first occurrence of any Good Reason event.
 
(iii)                                Without Good Reason.   The Executive may terminate his employment without Good Reason by providing the Company thirty (30) days prior written notice.  In the event the Executive terminates his employment without Good Reason, the Company shall pay the Executive the Accrued Benefits.
 
(iv)                               For Cause.   The Company may at any time during the Term of Employment terminate Executive’s employment under this Agreement for “Cause”, effective immediately by written notice of termination given to the Executive setting forth the basis for such termination.  For the purposes of this Agreement, “Cause” will mean the Executive’s:  (A) willful failure to substantially perform his duties with the Company (other than any such failure resulting from the Executive’s physical or mental incapacity), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the CEO believes that the Executive has willfully and not substantially performed his duties, and the Executive has failed to remedy the situation within fifteen (15) business days of such written notice from the
 
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Company; (B) gross negligence with regard to material matters in the performance of the Executive’s duties; (C) willful engagement in misconduct with regard to the Company or his duties that is, or is reasonably anticipated by the Company to be, materially injurious to the Company, monetarily or otherwise; (D) deliberate, voluntary or intentional material violation of the Company’s written policies and procedures (E) willful material violation of the Aon Code of Business Conduct or the Aon Code of Ethics; (F) willful material non compliance with the terms of this Agreement, including but not limited to Sections 4 and 6, which is not promptly cured after written notice (with specificity as to the noncompliance) is given to the Executive thereof or (G) conviction of, or a plea of guilty or nolo contendere, to any felony whatsoever or any other crime involving  the personal enrichment of the Executive at the expense of the Company.  No act or failure to act on the Executive’s part shall be considered “willful” if conducted by the Executive in good faith and with a reasonable belief that the Executive’s act or omission was in, and not opposed to, the best interests of the Company.  In the event of a termination for “Cause,” the Company shall pay to the Executive the Accrued Benefits.
 
(v)                                  Expiration of the Term of Employment.   If the Term of Employment expires and is not renewed in accordance with Section 1(a), then the Executive’s employment with the Company shall terminate and the Company shall provide the Executive the Accrued Benefits and the Pro-Rata Bonus, if any.
 
(vi)                               As of the effective date of termination, the Executive agrees that the Secretary of the Company may, as an irrevocable proxy and in the Executive’s name and stead, execute all documents and things which the Company deems necessary and desirable to effect the Executive’s resignation as an officer or director of the Company and its subsidiaries and affiliates.
 
(vii)                            The Executive shall not be eligible for benefits under any other Aon severance program which provides benefits based on multiples of Base Salary, provided that in the event of any change in control agreement between the Company and the Executive is applicable such benefits shall apply in lieu of those hereunder (other than in the case of death or a Disability Termination).
 
(viii)                         For purposes of the payment of amounts that are nonqualified deferred compensation subject to Code Section 409A under the Agreement the terms “retirement,” “termination of employment,” “terminated,” “termination,” “this Agreement will be terminated” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “Separation from Service”.
 
(ix)                                 In the event of any termination of employment, Executive shall be entitled to receive (A) any earned but unpaid Base Salary at the time it would otherwise be paid, (B) any unpaid but earned bonus or incentive for any completed measurement period when such amounts would have been paid if employment had continued or, if applicable, as provided under any deferred compensation plan, and (C) any payments and benefits pursuant to any benefit, equity, performance bonus or fringe plan or program in accordance with the applicable
 
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terms of the relevant plan, program or agreement (collectively “Accrued Benefits”).  The Executive shall have no obligation to mitigate any amounts due hereunder and no amounts earned from other employment shall offset the amounts due hereunder.
 
(c)                                   The Executive agrees that, prior to the commencement of any new employment in the insurance brokerage, reinsurance brokerage or employee benefits consulting business, the Executive will furnish the prospective new employer with a copy of this Agreement.  The Executive also agrees that the Company may advise any prospective new employer of the Executive of the existence and terms of this Agreement and furnish the prospective new employer with a copy of this Agreement.
 
4.                                       Noncompetition; Nonsolicitation.
 
(a)                                   General.   The Executive acknowledges that in the course of his employment with the Company, and any predecessor company (including Hewitt Associates, LLC) or affiliated company, the Executive has and will become familiar with trade secrets and other confidential information concerning the Company and its subsidiaries and that the Executive’s services will be of special, unique and extraordinary value to the Company and its affiliates.
 
(b)                                  Noncompetition.
 
(i)                                      The Executive agrees that during the Term of Employment and for a period of two years beginning on the Executive’s Separation from Service (the “Noncompetition Period”) the Executive will 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, (i) engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in the business of insurance brokerage, reinsurance brokerage, employee benefits brokerage or benefits and human resources consulting and administration (the “Specified Businesses”) provided that such Specified Business represents, or is reasonably expected to represent, the greater of $400 million dollars or at least 55% of the business’ annual gross revenue, respectively, in the fiscal year prior to the Executive becoming affiliated with such entity or in the fiscal year of such affiliation (the “Limits”) or (x) provide services to (A) a Listed Major Competitor (as defined below) or a successor in interest to all or substantially all of the assets of a Listed Major Competitor or (B) any business (or an entity owning such business) which is spun-off or otherwise disposed of by a Listed Major Competitor if (I) such spun-off or otherwise disposed business is a Specified Business or would be a Specified Business if the definition of “Specified Business” included human resources business process outsourcing services and (II) the Limits are satisfied, with the Limits being calculated based only on the spun-off or otherwise disposed business.  This restriction will apply in any geographic area in which the Company or any of its subsidiaries is then conducting such business.
 
(ii)                                   Without limiting the generality of the foregoing prohibition, the following businesses are the “Listed Major Competitors”: Marsh & McLennan Companies,
 
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Inc.; Willis Group Holdings Limited; Towers Watson & Co.; the Hay Group; Xerox Corporation; Fidelity Investments; Accenture plc; International Business Machines Corporation; and any entity that satisfies the criteria in the following sentence.  A Listed Major Competitor shall also include any entity that is involved in human resources business process outsourcing services (x) in which more than 50% of the voting power to elect directors is owned by private equity funds, directly or indirectly, and (y) that has indicated (by words or actions) that its intent is to become a significant competitor to the Company with respect to human resources business process outsourcing services generally.
 
(iii)                                For purposes of this Section 4(b), (x) “benefits and human resources administration” means providing recordkeeping services to and for retirement plans and health and other welfare benefit plans; (y) “benefits and human resources consulting” means providing consulting or actuarial services to clients in their capacity as employers and/or sponsors of retirement plans and health and other welfare plans but shall not include management consulting services; and (z) neither payroll services nor outsourcing services (other than the aforesaid record keeping or consulting to employers and/or sponsors as to selection of vendors) shall be within the meaning of “benefits and human resources consulting and administration.”
 
(iv)                               Furthermore, in calculating the Limits, any entity’s revenues from sub-segments of a segment of a business that competes with sub-segments of a segment of the Company that represents less than 10% of the revenues of Aon Hewitt in the fiscal year prior to the termination of the Executive’s employment with the Company (consolidating such revenues of the prior entities for determinations made prior to January 1, 2012) shall not be considered as revenues of the Specified Businesses.
 
(c)                                   Nonsolicitation.   The Executive further agrees that during the Noncompetition Period the Executive will not in any manner, directly or indirectly, induce or attempt to induce any employee of the Company or any of its subsidiaries to terminate or abandon his or her employment with the Company for any purpose whatsoever, provided that the foregoing shall not be violated by advertising not targeted at Company employees or by serving as a reference on request, so long as he is not otherwise associated with the entity to which the reference is given.
 
(d)                                  Exceptions.   Nothing in this Section 4 will 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 two percent 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 4, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances will be substituted for the stated period, scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum period, scope and area
 
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permitted by law.  This Agreement will not authorize a court to increase or broaden any of the restrictions in this Section 4.
 
(f)                                     Consideration; Breach.   The Company and the Executive agree that the payments to be made, and the benefits to be provided, by the Company to the Executive pursuant to Section 3 hereof will be made and provided in consideration of the Executive’s agreements contained in Section 4 hereof.  In the event the Executive has committed a material breach of any provision of Section 4 hereof, on written notice to the Executive setting forth the alleged material breach, the Company will be entitled immediately to terminate making all remaining payments and providing all remaining benefits pursuant to Section 3 hereof.  Notwithstanding the foregoing, the Transition RSUs (and any dividend equivalents credited with respect to the Transition RSUs) shall not be subject to any forfeiture or “clawback” provision as a result of any breach, including, without limitation, as provided in this Section 4(f).
 
(g)                                  Prior Covenants with Hewitt.  The Company and the Executive agree that any restrictive covenants agreement, forfeiture agreement based on restrictive covenants, provision in any agreement that provides for a restrictive covenant or forfeiture provision based on a restrictive covenant in effect prior to the Effective Date between the Executive and Hewitt Associates, LLC (or one its subsidiaries or affiliates) shall be null and avoid and not applicable against the Executive.  For purposes of this Section 4(g), “restrictive covenant” shall include, without limitation, any non-competition, non-solicitation, confidentiality, cooperation, intellectual property rights, or non-disparagement provision.
 
5.                                       Company’s Right to Injunctive Relief.
 
The Executive acknowledges that a breach of Section 4 or 6 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 will be entitled to injunctive relief for a breach of such sections by the Executive.
 
6.                                       Trade Secrets and Confidential Information; Inventions.
 
(a)                                   Trade Secrets and Confidential Information.   The Executive will not, except in the good faith performance of his duties to the Company, including but not limited to his obligations under the Sarbanes-Oxley Act, 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 Executive becomes aware by reason of being employed by the Company or to which the Executive gains access during his employment by the Company and which has not been publicly disclosed (other than by the Executive 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 Executive during the course of employment or to which the Executive has access.  All records and equipment and other materials relating in any way to any confidential information relating to clients or to the business of the Company will be and remain the sole property of the Company during and after the end of employment.  Notwithstanding the foregoing, the Executive may comply with legal process or governmental inquiry after, to the extent legally permitted, giving the Company written notice of record thereof, and confidential information, for purposes of this Section 6(a),
 
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shall not include any information that becomes a matter of public record through no wrongful act of the Executive or any representative of the Executive.
 
Upon termination of employment, the Executive will promptly return to the Company all materials and all copies or tangible embodiments of materials involving any confidential information in the Executive’s possession or control.  The parties acknowledge that the Executive’s rolodex and electrical address books shall be Executive’s property.
 
(b)                                  Inventions.   The Executive hereby assigns to the Company his or her entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas writings and copyrightable material, which may be conceived by the Executive or developed or acquired by the Executive during the Term of Employment, which may pertain directly or indirectly to the business of the Company or any of its affiliates, parent companies, or subsidiaries.  The Executive agrees to disclose fully all such developments to the Company upon its request, which disclosure will be made in writing promptly following any such request. The Executive will upon the Company’s request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its affiliates, parent companies, or subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks, and copyrights in all countries.
 
7.                                       Executive’s Agreement to Hold Aon Stock.
 
The Executive hereby agrees to hold (i) stock options for approximately 230,000 shares of Hewitt Associates, LLC that vest on the Effective Date and restricted stock units of Hewitt Associates, LLC common stock (having an approximate aggregate value of $500,000 as of the closing of the Merger) that vest on the Effective Date until December 31, 2011 or his earlier Separation of Service with the Company; and (ii) future equity grants from the Company, net of any amounts used for taxes or exercise prices that are paid, until his Separation of Service with the Company.
 
8.                                       Mergers and Consolidations; Assignability.
 
The rights and obligations under this Agreement will inure to the benefit of and be binding upon the Company and its successors and permitted assigns.  By way of explanation, and without limiting the generality of the foregoing sentence, if the Company or any entity resulting from any merger or consolidation referred to in this Section 8 is merged with or consolidated into any other entity or entities, or if substantially all of the assets of the Company or any such entity are sold or otherwise transferred to another entity, the provisions of this Agreement will be binding upon and will inure to the benefit of the continuing entity in or the entity resulting from such merger or consolidation or the entity to which such assets are sold or transferred.  This Agreement will not be assignable by the Executive, but in the event of the Executive’s death it will be binding upon and inure to the benefit of the Executive’s legal representatives to the extent required and desirable to effectuate its terms.  Notwithstanding the foregoing, permitted assigns shall only be those entities that succeed to all or substantially all of the business and assets of the Company and, if not accomplished by law, which assumes the Company’s obligations hereunder in a writing delivered to Executive.
 
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9.             Indemnification and Liability Insurance .
 
The Company shall maintain, for the benefit of the Executive, director and officer liability insurance in form at least as comprehensive as, and in an amount that is at least equal to, that maintained by the Company for any other officer or director.  In addition, the Executive shall be indemnified and held harmless (including the advancement of legal expenses) by the Company against liability as an officer and director of the Company and any subsidiary or affiliate of the Company to the maximum extent permitted by applicable law.  The Executive’s rights under this Section 9 shall continue so long as he may be subject to such liability, whether or not this Agreement may have terminated prior thereto.
 
10.          Miscellaneous.
 
(a)           Integration; Amendment; Counterparts.   Except as is otherwise provided herein, this Agreement contains all of the terms and conditions agreed upon by the parties relating to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, whether oral or written, respecting the subject matter of this Agreement.  Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that this Agreement supersedes the applicable Hewitt Change-In-Control Executive Severance Plan with respect to the Executive’s eligibility and participation thereunder, and any modifications to such plan participation or benefits as set forth in the Letter Agreement between the Executive and Hewitt dated as of August 8, 2006, as amended effective December 31, 2008; provided, however, that the Executive shall retain the right, as provided in (i) such agreements for tax gross-up protection for any excise taxes imposed under Section 4999 of the Code arising out of, or in any way connected with, the acquisition by the Company (or one of its wholly-owned subsidiaries) of or with Hewitt Associates, Inc. that was consummated on October 1, 2010 and (ii) the related provisions of such agreements with respect to Code Section 409A and enforcement of the Executive’s rights under such agreements with respect to such provisions.
 
This Agreement may not be amended, altered or modified without the prior written consent of both parties and such instrument must acknowledge that it is an amendment or modification of this Agreement.
 
This Agreement may be executed in two counterparts, each of which will be deemed an original and both of which together will constitute one and the same instrument.
 
(b)           Waiver.   Waiver of any term or condition of this Agreement by any party will 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.
 
(c)           Captions.   The captions in this Agreement are not part of its provisions, are merely for reference and have no force or effect.  If any caption is inconsistent with any provision of this Agreement, such provision will govern.
 
(d)           Governing Law.   The validity, interpretation, construction, performance, enforcement and remedies of, or relating to, this Agreement, and the rights and obligations of the parties hereunder, will be governed by and construed in accordance with the substantive laws of
 
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the State of Illinois, without regard to the conflict of law principles, rules or statutes of any jurisdiction.
 
(e)           Agreement To Be Available In Future Proceedings.   During the period of employment, and after employment termination, the Executive agrees, subject to the advice of  his legal counsel and to his interests not being adverse to those of the Company, and reasonable coordination with Executive’s other commitments, to voluntarily make himself reasonably available to the Company and its legal counsel, at the Company’s request, without the necessity of obtaining a subpoena or court order, in the Company’s investigation, preparation, prosecution and/or defense of any actual or potential legal proceeding, regulatory action, or internal matter related to the period of Executive’s employment.  Subject to the advice of his legal counsel and to his interests not being adverse to those of the Company, the Executive agrees to provide any information reasonably within the Executive’s recollection as to such matters.  The Company will reimburse the Executive for reasonable out-of-pocket expenses actually incurred as a result of such requests (including, but not limited, to his reasonable attorney’s fees and disbursements), or, at Company’s option, will arrange to advance the Executive’s expenses or incur such expenses directly.  Payment or reimbursement of the Executive’s expenses will be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of such expenses eligible for payment or reimbursement, or in-kind benefits provided, in any year will not affect the amount of such expenses eligible for payment or reimbursement, or in-kind benefits to be provided, in any other year.  Additionally, any right to expense reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit.
 
(f)            Survival .  S ections 3, 4, 5, 6, 8, 9, 10(a), 10(d), 10(e), 10(i) and 10(j) of this Agreement, and any other provision herein that, by its terms, imply that such provision shall survive termination of this Agreement or the termination of the Executive’s employment, shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of this Agreement or the termination of the Executive’s employment with the Company.
 
(g)           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 will 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 will not be affected thereby, the balance being construed as severable and independent.
 
(h)           Notice.   All notices given hereunder will be in writing and will be sent by registered or certified mail or delivered by hand and, if intended for the Company, will be addressed to it or delivered to it at its principal office for the attention of the Secretary of the Company.  If intended for the Executive, notices will be delivered personally or will be addressed (if sent by mail) to the Executive’s then current residence address as shown on the Company’s records, or to such other address as the Executive directs in a notice to the Company.  All notices will be deemed to be given on the date received at the address of the addressee or, if delivered personally, on the date delivered.
 
(i)            Prohibition on Acceleration of Payments.   The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, including but not
 
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limited to any restricted stock unit or other equity-based award, payment or amount that provides for the ‘deferral of compensation’ (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder.
 
(j)            Code Section 409A.   The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to Separation from Service for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s Separation from Service (the “Delay Period”).  Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid.  Further, if the Executive is a “specified employee” any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, are nonqualified deferred compensation and are not exempt from the requirements of Section 409A, the equity-based awards will not be settled or released until the expiration of the Delay Period.  For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment.  In addition, the disability benefits and severance payments will be treated as a series of separate payments.  Furthermore, if any payments are to be made within a specified period of time or during a calendar year, the date of such payment shall be in the sole discretion of the Company.
 
Payment or reimbursement of expenses under this Agreement will made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of such expenses eligible for payment or reimbursement, or in-kind benefits provided, in any year will not affect the amount such expenses eligible for payment or reimbursement, or in-kind benefits to be provided, in any other year, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Section 105(b) of the Internal Revenue Code of 1986, as amended.  Additionally, any right to expense reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit.  Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which the Executive remits the related taxes.
 
The amounts payable hereunder are intended to be exempt from or comply with, the requirements of Code Section 409A, but the Company does not represent or warrant that the Agreement complies with Code Section 409A or any other provision of federal, state, local, or non-United States law.  In the event provisions of this Agreement do not comply with Code Section 409A, the parties will use reasonable business efforts to amend this Agreement as
 
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necessary to bring it in compliance while, to the largest extent possible, maintaining the economic interests hereunder of both parties.
 
(Signature Page to Follow)
 
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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.

 	 	AON CORPORATION	

 	 	By:	/s/ Greg Case	

 	 	 	Its:	President & CEO	
 
I have read the above Agreement and understand and agree to be bound by its terms.

 	 	/s/ Russell Fradin	
 	 	Russell P. Fradin	
 
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Appendix A
 
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 Russell P. Fradin (the “Employee”).
 
The Company desires to grant the Employee restricted stock units (“RSUs”), 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 under the 2001 Aon Stock Incentive Plan (the “Plan”) an award of 127,291 Restricted Stock Units on October 1, 2010 (the “Grant Date”).
 
2.               Vesting of Restricted Stock Units.   The RSUs will be immediately fully vested on the Grant Date.
 
3.               Tax Withholding Obligations.  All statutorily required Federal, state or local tax withholding obligations shall be satisfied by reducing the number of shares of Common Stock that are otherwise deliverable from the conversion of the RSUs at the time such tax withholding obligation is required.
 
4.               Effect of Separation from Service.   RSUs shall be converted to shares of Common Stock as of the date of the Employee’s “separation from service,” as such term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).   Shares of Common Stock, subject to Section 3 above, will be issued to the Employee on the date of his separation from service.  Notwithstanding the preceding sentence , if the Employee separates from service for reasons other than death and the payment of shares of Common Stock at such time cannot be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A (or if any portion of the payment cannot be so characterized), and the Employee is a “specified employee” under Code Section 409A, the payment (or such portion of the payment) shall be delayed until the earlier to occur of the Employee’s death or the date that is six months and one day following the Employee’s separation from service (the “Delay Period”).  Upon the expiration of the Delay Period, all payments delayed pursuant to the preceding sentence shall be paid to the Employee in a lump sum.
 
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 RSUs awarded under it shall be subject to all of the terms and conditions of the Plan.
 
6.               Rights as Shareholder.   The Employee may not have voting or any other right as a shareholder of the Company with respect to the RSUs except that, beginning on the Grant Date, the Employee’s account shall be credited, when the Company declares any dividends or any other distributions, with Dividend Equivalents with respect to the shares of Common Stock that are otherwise deliverable from the conversion of the RSUs.  All Dividend Equivalents credited to the Employee’s account shall be paid to the Employee in accordance with Section 4 above.  Upon conversion of the RSUs to shares of Common Stock, the Employee will obtain full voting and other rights as a shareholder of the Company.

 
7.               No Additional Covenants.  The RSUs and any Dividend Equivalents credited to the Employee’s account shall not be subject to any post-termination obligations or restrictive covenants, including without limitation, any non-competition, non-solicitation, confidentiality, trade secrets, cooperation, intellectual property rights, or non-disparagement provision.  In addition, the RSUs and any Dividend Equivalents credited to the Employee’s account shall not be subject to any forfeiture or “clawback” provision under the Plan or any other agreement between the Employee and the Company.  In the event this program is determined to be a “nonqualified 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.
 
8.               Other Provisions
 
a)               Agreement Terms Take Precedence over Plan Terms and Other Agreements.   The 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 this Agreement will govern.   This Agreement shall supersede and override any provision in the Plan any other Company document with respect to the RSUs and any Dividend Equivalents credited to the Employee’s account.
 
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.   The RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated at any time.
 
d)               Right of Employment.    Grants of RSUs under the Plan and this Agreement do not confer upon Employee any right to continue in the employ of the Company.
 
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, 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.netbenefits.fideltiy.com 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.  Notwithstanding the foregoing, any changes or alterations to the Plan by the Company shall not change any of the terms of this Agreement.
 
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 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/ Greg Case	 	 	
Gregory C. Case	 	 	
President and Chief Executive Officer	 	 	

/s/ Russell P. Fradin	 	10/4/10	
Russell P. Fradin	 	Date	

 
Please sign, date and return within 90 days from date of receipt to:
 
Executive Compensation
Aon
Attn: Denise Callahan
200 E. Randolph Street
6 th  Floor
Chicago, IL  60601

 
Appendix B
 
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 Russell P. Fradin (the “Employee”).
 
The Company desires to grant the Employee restricted stock units (“RSUs”), 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 under the 2001 Aon Stock Incentive Plan (the “Plan”) an award of 50,917 Restricted Stock Units on October 1, 2010 (the “Grant Date”).
 
2.               Vesting of Restricted Stock Units.   The RSUs will vest 25% on each of the second, third, fourth and fifth anniversaries of the Grant Date.
 
3.               Tax Withholding Obligations.   Prior to delivery of the shares, t he 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 RSUs will be forfeited.
b)               Termination due to disability or death .  All unvested RSUs will immediately become fully vested.
c)               Involuntary termination (other than for cause), voluntary termination for Good Reason, or voluntary termination on or after age 55 . If the Employee’s termination occurs prior to the third anniversary of the Grant Date, the RSUs shall become immediately vested pro rata.  The remaining unvested portion of the RSUs shall be forfeited.  If the Employee’s termination occurs on or after the third anniversary of the Grant Date, the RSUs shall become immediately vested pro rata, and will otherwise continue to vest in accordance with the original vesting schedule until they are fully vested.  In all cases, pro rata vesting is based on the period of employment since the Grant Date.  For purposes of this Agreement, “good reason” shall have the meaning given such term under the Employment Agreement between the Employee and the Company dated as of September 30, 2010 (the “Employment Agreement”)
d)               Termination for Cause .  All unvested RSUs will be forfeited.  For purposes of this Agreement, “cause” shall have the meaning given such term under the Employment Agreement.
e)               Six-month Delay .  Notwithstanding the preceding sub-sections , if the Employee separates from service for reasons other than death and the payment of shares of Common Stock at such time cannot be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A (or if any portion of the payment cannot be so

 
characterized), and the Employee is a “specified employee” under Code Section 409A, the payment (or such portion of the payment) shall be delayed until the earlier to occur of the Employee’s death or the date that is six months and one day following the Employee’s separation from service (the “Delay Period”).  Upon the expiration of the Delay Period, all payments delayed pursuant to the preceding sentence shall be paid to the Employee in a lump sum.
 
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 RSUs awarded under it shall be subject to all of the terms and conditions of the Plan.
 
6.               Issuance of Shares.   RSUs will be converted to shares of Common Stock of the Company 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 RSUs. Upon conversion of the RSUs 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-Competition and Non-Solicitation Covenant.   The Employee acknowledges and agrees to be subject to the non-competition and non-solicitation provisions under Section 4 of the Employment Agreement.
 
b)               Company’s Right to Injunctive Relief.    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.
 
c)               Trade Secrets and Confidential Information.   The Employee acknowledges and agrees to be subject to the trade secrets and confidential information provisions under Section 6(a) of the Employment Agreement.
 
d)               In the event this program is determined to be a “nonqualified 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.   The 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 this Agreement 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, t hey may not be sold, transferred, pledged, assigned, or otherwise alienated at any time.
 
d)               Right of Employment.    Grants of RSUs under the Plan and this Agreement do not confer upon Employee any right to continue in the employ of the Company.
 
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, 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.netbenefits.fideltiy.com 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.  Notwithstanding the foregoing, any changes or alterations to the Plan by the Company shall not change any of the terms of this Agreement.
 
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 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/ Greg Case	 	 	
Gregory C. Case	 	 	
President and Chief Executive Officer	 	 	

/s/ Russell P. Fradin	 	10/4/10	
Russell P. Fradin	 	Date	
 
Please sign, date and return within 90 days from date of receipt to:
 
Executive Compensation
Aon
Attn: Denise Callahan
200 E. Randolph Street
6 th  Floor
Chicago, IL  60601

 
Appendix C
 
CHANGE IN CONTROL AGREEMENT
 
This Agreement is entered into as of           , 2010 between Aon Corporation, a Delaware corporation, and Russell P. Fradin (the “Executive”).
 
WHEREAS, the Executive will serve as a key employee of the Company (as defined in Section 1) and the Executive’s services and knowledge are valuable to the Company in connection with the management of one or more of the Company’s principal operating facilities, divisions, departments or subsidiaries; and
 
WHEREAS, the Board (as defined in Section 1) has determined that it is in the best interests of the Company and its stockholders to secure the Executive’s services and to ensure the Executive’s dedication and objectivity in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in Control (as defined in Section 1) of the Company, without concern as to whether the Executive might be hindered or distracted by personal uncertainties and risks created by any such possible Change in Control, and to encourage the Executive’s full attention and dedication to the Company, the Board has authorized the Company to enter into this Agreement.
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive hereby agree as follows:
 
1.                                        Definitions .  As used in this Agreement, the following terms shall have the respective meanings set forth below:
 
(a)                                   “Board” means the Board of Directors of the Company.
 
(b)                                  “Cause” means:
 
(1)                                   a material breach by the Executive of those duties and responsibilities of the Executive which do not differ in any material respect from the duties and responsibilities of the Executive during the 90-day period immediately prior to a Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach;
 
(2)                                   gross misconduct, theft, fraud, breach of trust or any act of dishonesty by the Executive which results in material harm to the Company; or
 
(3)                                   the commission by the Executive of a felony involving moral turpitude.

 
(c)                                   “Change in Control” means:
 
(1)                                   the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 1(c); provided further, that for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 30% or more of the Outstanding Common Stock or 30% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;
 
(2)                                   individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;
 
(3)                                   the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common
 
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stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than:  the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 30% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
 
(4)                                   the consummation of a plan of complete liquidation or dissolution of the Company.
 
(d)                                  “Code” means the Internal Revenue Code of 1986, as amended.
 
(e)                                   “Company” means Aon Corporation, a Delaware corporation.
 
(f)                                     “Good Reason” means, without the Executive’s express written consent, the occurrence of any of the following events after a Change in Control:
 
(1)                                   a material adverse change in the nature or scope of the Executive’s authority, powers, functions, duties or responsibilities as in effect immediately prior to such Change in Control;
 
(2)                                   a material reduction by the Company in the Executive’s rate of annual base salary or bonus opportunity as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;
 
(3)                                   the failure of the Company to continue in effect any material employee benefit plan or compensation plan in which the Executive is participating immediately prior to such Change in Control, unless the Executive is permitted to participate in other plans providing the Executive with substantially comparable benefits, or the taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any such plan;

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(4)                                   a change in the Executive’s primary employment location to a location that is more than 50 miles from the primary location of the Executive’s employment at the time of such Change in Control; or
 
(5)                                   the failure of the Company to obtain from any successor or transferee of the Company an express written and unconditional assumption of the Company’s obligations under this Agreement, as further described in Section 12(b) of this Agreement.
 
For purposes of this Agreement, any good faith determination of Good Reason made by the Executive shall be conclusive; provided , however , that an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive shall not constitute Good Reason.
 
The Executive’s employment may be terminated by the Executive for Good Reason if (x) an event or circumstance set forth in this Section 1(f) shall have occurred and the Executive provides the Company with written notice thereof within 90 days after the Executive has knowledge of the occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that the Executive believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within 30 days after the receipt of such notice, and (z) the Executive resigns during the Termination Period and after the date of delivery of the notice referred to in clause (x) above.
 
(g)                                  “Nonqualifying Termination” means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from the Executive’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.
 
(h)                                  “Termination Date” means the date during the Termination Period on which the Executive’s employment is terminated other than by reason of a Nonqualifying Termination.
 
(i)                                      “Termination Period” means the period of time beginning with a Change in Control and ending on the earlier to occur of (1) the date which is two (2) years following such Change in Control and (2) the Executive’s death; provided, however, that, anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive’s employment with the Company was terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (a) was at the request of a third party who was taking steps reasonably calculated to effect a Change in Control or (b) otherwise arose in connection with or in anticipation of a Change in Control, then for purposes of this Agreement, “Termination Period” means the period of time commencing upon the date immediately prior to the date of such termination of employment and ending on the earlier to occur of (x) two (2) years following such Change in Control and (y) the Executive’s death.
 
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2.                                        Obligations of the Executive .  The Executive agrees that in the event any person or group attempts a Change in Control, he shall not voluntarily leave the employ of the Company without Good Reason (a) until such attempted Change in Control terminates or (b) if a Change in Control shall occur, until 90 days following such Change in Control.
 
3.                                        Payments and Benefits Upon Termination of Employment .  If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, and the Executive (or the Executive’s executor or other legal representative in the case of the Executive’s death or disability following such termination) executes a noncompetition, nonsolicitation and confidentiality agreement and release of claims substantially in the form of Exhibit A hereto (the “Noncompetition Agreement and Release”) within 45 days following the Termination Date, the Company shall provide to the Executive, as compensation for services rendered to the Company, and in consideration of the covenants set forth in the Noncompetition Agreement and Release, the payments and benefits described in this Section 3.  The Executive shall forfeit the payments and benefits described in this Section 3 in the event that the Executive fails to execute and deliver the Noncompetition Agreement and Release to the Company in accordance with the timing and other provisions of the preceding sentence or revokes such Noncompetition Agreement and Release prior to the date the release of claims contained therein becomes effective.  For certainty and not intending to extend the provisions above to any equity award, in no event shall such forfeiture as described herein shall apply to the payment of any Transition RSUs (as defined in the Executive’s employment agreement with the Company, dated as of September 30, 2010) or any dividend equivalents credited with respect to the Transition RSUs.  For purposes of this Agreement, the Executive shall be considered to have a termination of employment with the Company and its subsidiaries on the date the Executive has a “separation from service” as described under Section 409A of the Code and the guidance and Treasury Regulations issued thereunder with the Company and its subsidiaries.  Any amount paid pursuant to this Section 3 shall be paid in lieu of any other severance payments and benefits, which benefits may, without limitation, include pay in lieu of notice, salary continuation through a contractual notice period or enhanced supplemental pension benefits conferred, in any event as a result of termination of employment, from the Company or any of its subsidiaries which are not payable pursuant to this Agreement, but are payable pursuant to an employment agreement or other compensation arrangement entered into between such Employee and the Company or any of its subsidiaries.
 
(a)                                   Except as otherwise provided in Section 6, and conditioned upon the Executive’s execution of the Noncompetition Agreement and Release without revocation within the time period described in the preceding provisions of this Section 3, the Company shall pay to the Executive (or the Executive’s beneficiary or estate, as the case may be) on the 60 th  day following the later to occur of the Termination Date or the Change in Control:
 
(1)                                   a cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 7 and any deductions authorized by the Executive) equal to the sum of (i) the Executive’s full annual base salary from the Company and its affiliated companies through the Termination Date, to the extent not theretofore paid, (ii) the average of the Executive’s annual cash incentive for each of the three fiscal years immediately preceding the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the
 
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fiscal year in which the Termination Date occurs and the denominator of which is 365 or 366, as applicable, and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
 
(2)                                   a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 7 and any deductions authorized by the Executive) in an amount equal to two (2) times the sum of (a) Executive’s annual base salary from the Company and its affiliated companies in effect on the Termination Date and (b) the average incentive compensation paid to the Executive by the Company for the previous two years; plus
 
(3)                                   a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 7 and any deductions authorized by the Executive) in an amount equal to the amount forfeited by the Executive under any qualified defined contribution plan maintained by the Company or any of its subsidiaries as a result of the Executive’s termination of employment.
 
(b)                                  The Executive shall become fully (100%) vested in the Executive’s accrued benefits under the Aon Corporation Excess Benefit Plan, the Aon Corporation Supplemental Savings Plan and the Aon Corporation Supplemental Employee Stock Ownership Plan, or successor plans in effect on the date of the Executive’s termination of employment (the “Nonqualified Plans”).  The Executive’s accrued benefits under the Aon Corporation Excess Benefit Plan or the Aon Corporation Supplemental Savings Plan, whichever plan is applicable to the Executive on the date of the Executive’s termination of employment, shall be determined by crediting the Executive with two (2) additional years of age and service credits and, in the case of the Aon Corporation Supplemental Savings Plan, two (2) additional years of Retirement Plan Contributions.
 
(c)                                   For the period commencing on the Termination Date and ending on the earlier of (i) the date which is two (2) years following the Termination Date and (ii) the date on which the Executive becomes eligible to participate in and receive medical, dental and life insurance benefits under a plan or arrangement sponsored by another employer having benefits substantially equivalent to the benefits provided pursuant to this Section 3(c), the Company shall continue the Executive’s medical, dental and life insurance coverage, under the Company-sponsored plans or otherwise, upon the same terms and otherwise to the same extent as such coverage shall have been in effect immediately prior to the Executive’s Termination Date, and the Company and the Executive shall share the costs of the continuation of such medical, dental and life insurance coverage in the same proportion as such costs were shared immediately prior to the Termination Date; provided, that the cost of any medical insurance plan premium reimbursement paid by the Company to the Executive following the end of the continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, shall be the full cost thereof; provided, further, the Company’s share of the cost of the continuation of coverage under any self-insured medical reimbursement plan that is subject to Section 105(h) of the Code shall be included in the Executive’s taxable income from the Company.  Such continuation of medical and dental coverage shall be in satisfaction of the Company’s obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985
 
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(COBRA).  Payment or reimbursement of expenses incurred by the Executive pursuant to this Section 3(c) shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of expenses eligible for reimbursement, or in-kind benefits provided, in any year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other year, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Section 105(b) of the Code.  Additionally, such right to payment or reimbursement, or in-kind benefits to be provided, shall not be subject to liquidation or exchange for another benefit.  If the Executive is a “specified employee” under Section 409A of the Code, the full cost of the continuation or provision of employee benefits described under this Section 3(c) (other than any cost of medical or dental benefit plans or programs or the cost of any other plan or program that is exempt from Section 409A of the Code) shall be paid by the Executive until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment, and such cost shall be reimbursed by the Company or the applicable subsidiary to, or on behalf of, the Executive in a lump sum cash payment on the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment.
 
4.                                        Vesting of Equity Awards Upon Termination Date; Exercise Period .  Immediately upon the Executive’s Termination Date, all stock options and other equity awards, if any, granted by the Company to the Executive (or stock options and other equity awards granted in substitution therefor by an acquiror of, or successor to, the Company) that are not otherwise exercisable or vested shall become exercisable and vested in full.  Notwithstanding the foregoing, the time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Section 4, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is defined under Section 409A of the Code), may not be accelerated except as otherwise permitted under Section 409A of the Code and the guidance and Treasury regulations issued thereunder.  With respect to any and all outstanding stock options granted by the Company to the Executive, each such option shall remain exercisable following the Executive’s termination of employment until and including the expiration date of the term of the option (as set forth in the written agreement relating to such option).
 
5.                                        Code Section 4999 Excise Tax.   (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that (i) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its affiliated entities) or any entity which effectuates a Change in Control (or any of its affiliated entities) to or for the benefit of the Executive (whether pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (ii) the reduction of the amounts payable to the Executive under this Agreement to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the Executive with a greater after-tax amount than if such amounts were not reduced, then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the Safe Harbor Cap.  The reduction of the amounts payable hereunder, if applicable, shall be made to the extent necessary in the following order: (i) the acceleration of vesting of stock options with an exercise
 
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price that exceeds the then fair market value of the stock subject to the award and of other equity awards, provided that such stock options and of other equity awards are not permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A — 24(c); (ii) the payments under Section 3(a); (iii) the payments and benefits under Section 3(b); (iv) the payments and benefits under Section 3(c); (v) any equity awards accelerated pursuant to Section 4 or otherwise valued at full value, provided that such equity awards are not permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A — 24(c); (vi) the acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of the stock subject to the award and other equity awards, provided that such stock options and other equity awards are permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A — 24(c); and (vii) the acceleration of vesting of all other stock options and equity awards on a basis resulting in the highest amount retained by the Executive.  For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and no other Payments) shall be reduced.  If the reduction of the amounts payable hereunder would not result in a greater after-tax result to the Executive, no amounts payable under this Agreement shall be reduced pursuant to this provision.  Notwithstanding the foregoing, payment of the Transition RSUs or any dividend equivalents credited with respect to the Transition RSUs shall not be subject to any reduction as provided in this Section 3.
 
(b)                                  All determinations required to be made under this Section shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Company or the Executive that there has been a Payment, or such earlier time as is requested by the Company.  Notwithstanding the foregoing, in the event (i) the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the person(s) effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder).  All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company.  If payments are reduced to the Safe Harbor Cap or the Accounting Firm determines that no Excise Tax is payable by the Executive without a reduction in payments, the Accounting Firm shall provide a written  opinion to the Executive to the effect that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty.  The determination by the Accounting Firm shall be binding upon the Company and the Executive (except as provided in Section 5(c) below).
 
(c)                                   If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that Payments have been made to, or provided for the benefit of, the Executive by the Company which are in excess of the limitations provided in this Section (referred to hereinafter as an “Excess Payment”), the Executive shall repay the Excess Payment to the Company on
 
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demand, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the determination, it is possible that Payments which will not have been made by the Company should have been made (an “Underpayment”), consistent with the calculations required to be made under this Section.  In the event that it is determined (i) by the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS or (ii) pursuant to a determination by a court, that an Underpayment has occurred, the Company shall pay an amount equal to such Underpayment to the Executive within 10 days of such determination together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive until the date of payment.  The Executive shall cooperate, to the extent the Executive’s expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the IRS in connection with the Excise Tax or the determination of the Excess Payment.  Notwithstanding the foregoing, in the event that amounts payable under this Agreement were reduced pursuant to Section 5(a) and the present value of any Payment is subsequently re-determined by the Accounting Firm within the context of Treasury Regulation Section 1 280G-1 Q/A 33 that reduces the value of the Payment, the Company shall promptly pay to Executive any amounts payable under this Agreement that were not previously paid solely as a result of Section 5(a), subject to the Safe Harbor Cap.
 
(d)                                  A payment or reimbursement of expenses described in this Section 5 shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed, and the amount of such expenses eligible for payment or reimbursement in any year shall not affect the amount of such expenses eligible for payment or reimbursement in any other year nor shall such right to payment or reimbursement be subject to liquidation or exchange for another benefit.
 
(e)                                   For the avoidance of doubt, this Section 5 shall not limit or supersede any rights the Executive may have for any tax gross-up protection for any excise taxes imposed under Section 4999 of the Code arising out of, or in any way in connection with, the acquisition by the Company (or one of its wholly-owned subsidiaries) of or with Hewitt Associates, Inc. that was consummated on October 1, 2010.
 
6.                                        Delay of Payments .  (a)  Except as otherwise provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in
 
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Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a).
 
(b)                                  In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”).  Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.
 
7.                                        Withholding Taxes .  The Company may withhold from all payments due to the Executive (or the Executive’s beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.
 
8.                                        Reimbursement of Expenses .  If any contest or dispute shall arise under this Agreement involving termination of the Executive’s employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse the Executive, on a current basis, for all legal fees and expenses, if any, incurred by the Executive in connection with such contest or dispute; provided, however, that in the event the resolution of any such contest or dispute includes a finding denying, in total, the Executive’s claims in such contest or dispute, the Executive shall be required to reimburse the Company, over a period of 12 months from the date of such resolution, for all sums advanced to the Executive pursuant to this Section 8.  Payment or reimbursement of expenses described in this Section 8 shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of such expenses eligible for payment or reimbursement in any year shall not affect the amount of such expenses eligible for payment or reimbursement in any other year nor shall the right to payment or reimbursement be subject to liquidation or exchange for another benefit.
 
9.                                        Operative Event .  No amounts shall be payable hereunder unless and until there is a Change in Control.
 
10.                                  Termination of Agreement .  (a)  This Agreement shall be effective on the date hereof and shall continue until terminated by the Company as provided in Section 10(b); provided , however , that this Agreement shall terminate in any event upon the earlier to occur of
 
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(1) termination of the Executive’s employment with the Company prior to a Change in Control and (2) the Executive’s death.
 
(b)  The Company shall have the right prior to a Change in Control, in its sole discretion, pursuant to action by the Board, to approve the termination of this Agreement, which termination shall not become effective until the date fixed by the Board for such termination, which date shall be at least 120 days after notice thereof is given by the Company to the Executive in accordance with Section 13; provided , however , that no such action shall be taken by the Board during any period of time when the Board has knowledge that any person has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board, such person has abandoned or terminated its efforts to effect a Change in Control; and provided further , that in no event shall this Agreement be terminated in the event of a Change in Control.
 
11.                                  Scope of Agreement .  Nothing in this Agreement shall be deemed to entitle the Executive to continued employment with the Company or its subsidiaries and, subject to Section 2 hereof, if the Executive’s employment with the Company shall terminate prior to a Change in Control, then the Executive shall have no further rights under this Agreement; provided , however , that any termination of the Executive’s employment following a Change in Control shall be subject to all of the provisions of this Agreement.
 
12.                                  Successors; Binding Agreement .
 
(a)  This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company.  In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.
 
(b)  The Company agrees that concurrently with any merger, consolidation or transfer of assets referred to in Section 12(a), it will cause any successor or transferee unconditionally to assume, by written instrument delivered to the Executive (or the Executive’s beneficiary or estate), all of the obligations of the Company hereunder.  Failure of the Company to obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer of assets shall be a breach of this Agreement and shall entitle the Executive to compensation and other benefits from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive’s employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination during the Termination Period.  For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the Date of Termination.
 
(c)  This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If the Executive shall die while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such
 
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person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive’s estate.
 
13.                                  Notices .  (a)  For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed (1) if to the Executive, to the last known residential address on file for the Executive with the Company, and if to the Company, to Aon Corporation, 200 East Randolph Drive, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary, or (2) to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
 
(b)                                  A written notice of the Executive’s Termination Date by the Company or the Executive, as the case may be, to the other, shall (1) indicate the specific termination provision in this Agreement relied upon, (2) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (3) specify the termination date (which date shall be not less than 15 days after the giving of such notice).  The failure by the Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
 
14.                                  Full Settlement; Resolution of Disputes .  (a) The Company’s obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, subject to Section 3(c) hereof, such amounts shall not be reduced whether or not the Executive obtains other employment.
 
(b)                                  If there shall be any dispute between the Company and the Executive in the event of any termination of the Executive’s employment, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause, that the determination by the Executive of the existence of Good Reason was not made in good faith, or that the Company is not otherwise obligated to pay any amount or provide any benefit to the Executive and the Executive’s dependents or other beneficiaries, as the case may be, under Sections 3 and 4 hereof, the Company shall pay all amounts, and provide all benefits, to the Executive and the Executive’s dependents or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Sections 3 and 4 hereof as though such termination were by the Company without Cause or by the Executive with Good Reason; provided , however , that the Company shall not be required to pay any disputed amounts pursuant to this Section 14(b) except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.
 
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15.                                  Employment with, and Action by, Subsidiaries .  For purposes of this Agreement, employment with the Company or actions taken by the Company with respect to the Executive shall include employment with or actions taken by any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors.
 
16.                                  Governing Law; Validity .  The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to the principle of conflicts of laws.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect.
 
17.                                  Counterparts .  This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.
 
18.                                  Miscellaneous .  No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by the Executive and by a duly authorized officer of the Company.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  Failure by the Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
 
19.                                  Prohibition on Acceleration of Payments .  The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, or pursuant to the terms of any other employment agreement or compensation arrangement entered into between the Executive and the Company or any of its subsidiaries, may not be accelerated hereunder, or under any such other employment agreement or other compensation arrangement, except as otherwise permitted under Section 409A of the Code and the guidance and Treasury Regulations issued thereunder.
 
20.                                  Code Section 409A .  The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Section 409A of the Code to the extent applicable thereto.  Notwithstanding any provision of the Agreement to the contrary, the Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith.  Although the Company intends to administer the Agreement so that it will comply with the requirements of Section 409A of the Code, the Company does not represent or warrant that the Agreement will comply with Section 409A of the Code or any other provision of federal, state, local or non-United States law.
 
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21.                                  Entire Agreement .  This Agreement supersedes the Severance Agreement (or Change in Control Agreement)  between the parties entered into, and approved by the Board for execution by the parties, in 2006 and any and all similar agreements entered into by the parties prior to the date hereof.  This Agreement constitutes the entire understanding between the parties with respect to the Executive’s severance pay in the event of a termination of the Executive’s employment with the Company in connection with a Change in Control; provided, however, that except as otherwise expressly set forth in this Agreement, the rights of, and benefits payable to, the Executive, the Executive’s estate or the Executive’s beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, the Executive, the Executive’s estate or the Executive’s beneficiaries under any other employee benefit plan or broad-based compensation program of the Company.
 
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and the Executive has executed this Agreement as of the day and year first above written.

 	AON CORPORATION	

 	By:	 	
 	Its:	 	

 	EXECUTIVE	

 	 	
 	Russell P. Fradin	
 
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EXHIBIT A TO
 AGREEMENT
 
NONCOMPETITION, NONSOLICITATION,
CONFIDENTIALITY AGREEMENT AND RELEASE OF CLAIMS
 
This Noncompetition, Nonsolicitation, Confidentiality Agreement and Release of Claims (this “Noncompetition Agreement”) is executed by Aon Corporation, a Delaware corporation (the “Company”), and                                 (the “Executive”) pursuant to the Change in Control Agreement dated as of                               , 20     between the Company and the Executive (the “Agreement”).
 
WHEREAS, the Executive’s employment with the Company and its subsidiaries is terminating;
 
WHEREAS, the Executive acknowledges that the benefits to be provided to the Executive under the Agreement are in consideration of, and are sufficient to support, the covenants set forth in this Noncompetition Agreement; and
 
WHEREAS, the Executive understands that the Company regards the representations and covenants by the Executive in this Noncompetition Agreement as material and that the Company is relying on such representations and covenants in paying amounts to the Executive pursuant to the Agreement.
 
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
 
1.                                        Severance Benefits .  The Executive’s employment with the Company and its subsidiaries shall terminate on                 , and the Executive shall receive the severance benefits set forth in the Agreement in accordance with the terms and subject to the conditions thereof.
 
2.                                        Restrictive Covenants .  The Executive acknowledges and agrees that the provisions in Sections 4, 5 and 6 of the Executive’s employment agreement with the Company, dated as of [September]     , 2010 (the “Employment Agreement”) shall continue to apply.
 
3.                                        General Release of All Claims .  (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Company and its subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, 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 on indirectly on the Executive’s
 
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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 Noncompetition Agreement.  Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims 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 of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule.  This Section 3 of the Noncompetition Agreement shall not waive or release any rights or claims (i) that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company; (ii) for payments and benefits under Sections 3 and 4 of the Agreement; (iii) for indemnification (including advancement of attorneys’ fees) and directors and officers liability insurance; (iv) any rights to the payment of the Transition RSUs (as defined in the Employment Agreement) and any dividend equivalents credited with respect to the Transition RSUs; (v) any tax gross-up payment in connection with any excise taxes imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, in connection with the Company’s (or one of its wholly-owned subsidiaries) corporate transaction with Hewitt Associates, Inc. that was completed on         , 2010; and (vi) for any rights for any equity awards pursuant to the terms of such equity grant, including, but not limited, to any rights for accelerated vesting and extended exercise periods of exercisable equity awards.
 
(b)  The Executive intends this Section 3 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters released herein.  The Executive further agrees, with respect of matters released herein, 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
 
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date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 3 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein.
 
(c)  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 Section 3.  Nothing in this Section 3 shall limit the rights of any governmental agency or his 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, with 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 executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company.
 
(d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision.
 
(e) In further consideration of the promises made by the Company in this Noncompetition Agreement, the Executive specifically waives and releases the Company, to the extent set forth in this Section 3, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA.  The Executive further agrees that:
 
(1) the Executive’s waiver of rights under Section 3 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”);
 
(2) the Executive understands the terms of this Section 3 of the Noncompetition Agreement;
 
(3) the consideration offered by the Company under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 3 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it;
 
(4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement;
 
(5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement;
 
(6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice.  An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and
 
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(7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them 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 Noncompetition Agreement and the Agreement then become effective and enforceable.
 
(f)  This Section 3 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement.  To the extent barred by the OWBPA, the covenant not to sue contained herein does not apply to claims under the ADEA that challenge the validity of this Section 3 of the Noncompetition Agreement.
 
(g)  To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to:                                                                      .  The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement.  If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.
 
4.                                        Entire Agreement .  The Agreement and this Noncompetition Agreement constitute the entire understanding between the parties.  The Executive has not relied on any oral statements that are not included in the Agreement or this Noncompetition Agreement.
 
5.                                        Severability .  If any provision of this Noncompetition Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Noncompetition Agreement shall be construed and enforced as if such provision had not been included.
 
6.                                        Governing Law .  This Noncompetition Agreement shall be construed, interpreted and applied in accordance with the internal laws of the State of Illinois without regard to the principles of conflicts of laws.
 
IN WITNESS WHEREOF, the Company has caused this Noncompetition Agreement to be executed by a duly authorized officer of the Company and the Executive has executed this Noncompetition Agreement as of the day and year first above written.

 	AON CORPORATION	

 	By:	 	

 	EXECUTIVE	

 	 	
 	[Executive’s Name]	
 
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Exhibit 10.2
 
CHANGE IN CONTROL AGREEMENT
 
This Agreement is entered into as of November 19, 2010 between Aon Corporation, a Delaware corporation, and Russell P. Fradin (the “Executive”).
 
WHEREAS, the Executive will serve as a key employee of the Company (as defined in Section 1) and the Executive’s services and knowledge are valuable to the Company in connection with the management of one or more of the Company’s principal operating facilities, divisions, departments or subsidiaries; and
 
WHEREAS, the Board (as defined in Section 1) has determined that it is in the best interests of the Company and its stockholders to secure the Executive’s services and to ensure the Executive’s dedication and objectivity in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in Control (as defined in Section 1) of the Company, without concern as to whether the Executive might be hindered or distracted by personal uncertainties and risks created by any such possible Change in Control, and to encourage the Executive’s full attention and dedication to the Company, the Board has authorized the Company to enter into this Agreement.
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive hereby agree as follows:
 
1.                                        Definitions .  As used in this Agreement, the following terms shall have the respective meanings set forth below:
 
(a)                                   “Board” means the Board of Directors of the Company.
 
(b)                                  “Cause” means:
 
(1)                                   a material breach by the Executive of those duties and responsibilities of the Executive which do not differ in any material respect from the duties and responsibilities of the Executive during the 90-day period immediately prior to a Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach;
 
(2)                                   gross misconduct, theft, fraud, breach of trust or any act of dishonesty by the Executive which results in material harm to the Company; or
 
(3)                                   the commission by the Executive of a felony involving moral turpitude.

 
(c)                                   “Change in Control” means:
 
(1)                                   the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 1(c); provided further, that for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 30% or more of the Outstanding Common Stock or 30% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;
 
(2)                                   individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;
 
(3)                                   the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common
 
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stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than:  the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 30% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
 
(4)                                   the consummation of a plan of complete liquidation or dissolution of the Company.
 
(d)                                  “Code” means the Internal Revenue Code of 1986, as amended.
 
(e)                                   “Company” means Aon Corporation, a Delaware corporation.
 
(f)                                     “Good Reason” means, without the Executive’s express written consent, the occurrence of any of the following events after a Change in Control:
 
(1)                                   a material adverse change in the nature or scope of the Executive’s authority, powers, functions, duties or responsibilities as in effect immediately prior to such Change in Control;
 
(2)                                   a material reduction by the Company in the Executive’s rate of annual base salary or bonus opportunity as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;
 
(3)                                   the failure of the Company to continue in effect any material employee benefit plan or compensation plan in which the Executive is participating immediately prior to such Change in Control, unless the Executive is permitted to participate in other plans providing the Executive with substantially comparable benefits, or the taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any such plan;

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(4)                                   a change in the Executive’s primary employment location to a location that is more than 50 miles from the primary location of the Executive’s employment at the time of such Change in Control; or
 
(5)                                   the failure of the Company to obtain from any successor or transferee of the Company an express written and unconditional assumption of the Company’s obligations under this Agreement, as further described in Section 12(b) of this Agreement.
 
For purposes of this Agreement, any good faith determination of Good Reason made by the Executive shall be conclusive; provided , however , that an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive shall not constitute Good Reason.
 
The Executive’s employment may be terminated by the Executive for Good Reason if (x) an event or circumstance set forth in this Section 1(f) shall have occurred and the Executive provides the Company with written notice thereof within 90 days after the Executive has knowledge of the occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that the Executive believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within 30 days after the receipt of such notice, and (z) the Executive resigns during the Termination Period and after the date of delivery of the notice referred to in clause (x) above.
 
(g)                                  “Nonqualifying Termination” means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from the Executive’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.
 
(h)                                  “Termination Date” means the date during the Termination Period on which the Executive’s employment is terminated other than by reason of a Nonqualifying Termination.
 
(i)                                      “Termination Period” means the period of time beginning with a Change in Control and ending on the earlier to occur of (1) the date which is two (2) years following such Change in Control and (2) the Executive’s death; provided, however, that, anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive’s employment with the Company was terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (a) was at the request of a third party who was taking steps reasonably calculated to effect a Change in Control or (b) otherwise arose in connection with or in anticipation of a Change in Control, then for purposes of this Agreement, “Termination Period” means the period of time commencing upon the date immediately prior to the date of such termination of employment and ending on the earlier to occur of (x) two (2) years following such Change in Control and (y) the Executive’s death.
 
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2.                                        Obligations of the Executive .  The Executive agrees that in the event any person or group attempts a Change in Control, he shall not voluntarily leave the employ of the Company without Good Reason (a) until such attempted Change in Control terminates or (b) if a Change in Control shall occur, until 90 days following such Change in Control.
 
3.                                        Payments and Benefits Upon Termination of Employment .  If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, and the Executive (or the Executive’s executor or other legal representative in the case of the Executive’s death or disability following such termination) executes a noncompetition, nonsolicitation and confidentiality agreement and release of claims substantially in the form of Exhibit A hereto (the “Noncompetition Agreement and Release”) within 45 days following the Termination Date, the Company shall provide to the Executive, as compensation for services rendered to the Company, and in consideration of the covenants set forth in the Noncompetition Agreement and Release, the payments and benefits described in this Section 3.  The Executive shall forfeit the payments and benefits described in this Section 3 in the event that the Executive fails to execute and deliver the Noncompetition Agreement and Release to the Company in accordance with the timing and other provisions of the preceding sentence or revokes such Noncompetition Agreement and Release prior to the date the release of claims contained therein becomes effective.  For certainty and not intending to extend the provisions above to any equity award, in no event shall such forfeiture as described herein shall apply to the payment of any Transition RSUs (as defined in the Executive’s employment agreement with the Company, dated as of September 30, 2010) or any dividend equivalents credited with respect to the Transition RSUs.  For purposes of this Agreement, the Executive shall be considered to have a termination of employment with the Company and its subsidiaries on the date the Executive has a “separation from service” as described under Section 409A of the Code and the guidance and Treasury Regulations issued thereunder with the Company and its subsidiaries.  Any amount paid pursuant to this Section 3 shall be paid in lieu of any other severance payments and benefits, which benefits may, without limitation, include pay in lieu of notice, salary continuation through a contractual notice period or enhanced supplemental pension benefits conferred, in any event as a result of termination of employment, from the Company or any of its subsidiaries which are not payable pursuant to this Agreement, but are payable pursuant to an employment agreement or other compensation arrangement entered into between such Employee and the Company or any of its subsidiaries.
 
(a)                                   Except as otherwise provided in Section 6, and conditioned upon the Executive’s execution of the Noncompetition Agreement and Release without revocation within the time period described in the preceding provisions of this Section 3, the Company shall pay to the Executive (or the Executive’s beneficiary or estate, as the case may be) on the 60 th  day following the later to occur of the Termination Date or the Change in Control:
 
(1)                                   a cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 7 and any deductions authorized by the Executive) equal to the sum of (i) the Executive’s full annual base salary from the Company and its affiliated companies through the Termination Date, to the extent not theretofore paid, (ii) the average of the Executive’s annual cash incentive for each of the three fiscal years immediately preceding the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the
 
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fiscal year in which the Termination Date occurs and the denominator of which is 365 or 366, as applicable, and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus
 
(2)                                   a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 7 and any deductions authorized by the Executive) in an amount equal to two (2) times the sum of (a) Executive’s annual base salary from the Company and its affiliated companies in effect on the Termination Date and (b) the average incentive compensation paid to the Executive by the Company for the previous two years; plus
 
(3)                                   a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 7 and any deductions authorized by the Executive) in an amount equal to the amount forfeited by the Executive under any qualified defined contribution plan maintained by the Company or any of its subsidiaries as a result of the Executive’s termination of employment.
 
(b)                                  The Executive shall become fully (100%) vested in the Executive’s accrued benefits under the Aon Corporation Excess Benefit Plan, the Aon Corporation Supplemental Savings Plan and the Aon Corporation Supplemental Employee Stock Ownership Plan, or successor plans in effect on the date of the Executive’s termination of employment (the “Nonqualified Plans”).  The Executive’s accrued benefits under the Aon Corporation Excess Benefit Plan or the Aon Corporation Supplemental Savings Plan, whichever plan is applicable to the Executive on the date of the Executive’s termination of employment, shall be determined by crediting the Executive with two (2) additional years of age and service credits and, in the case of the Aon Corporation Supplemental Savings Plan, two (2) additional years of Retirement Plan Contributions.
 
(c)                                   For the period commencing on the Termination Date and ending on the earlier of (i) the date which is two (2) years following the Termination Date and (ii) the date on which the Executive becomes eligible to participate in and receive medical, dental and life insurance benefits under a plan or arrangement sponsored by another employer having benefits substantially equivalent to the benefits provided pursuant to this Section 3(c), the Company shall continue the Executive’s medical, dental and life insurance coverage, under the Company-sponsored plans or otherwise, upon the same terms and otherwise to the same extent as such coverage shall have been in effect immediately prior to the Executive’s Termination Date, and the Company and the Executive shall share the costs of the continuation of such medical, dental and life insurance coverage in the same proportion as such costs were shared immediately prior to the Termination Date; provided, that the cost of any medical insurance plan premium reimbursement paid by the Company to the Executive following the end of the continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, shall be the full cost thereof; provided, further, the Company’s share of the cost of the continuation of coverage under any self-insured medical reimbursement plan that is subject to Section 105(h) of the Code shall be included in the Executive’s taxable income from the Company.  Such continuation of medical and dental coverage shall be in satisfaction of the Company’s obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985
 
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(COBRA).  Payment or reimbursement of expenses incurred by the Executive pursuant to this Section 3(c) shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of expenses eligible for reimbursement, or in-kind benefits provided, in any year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other year, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Section 105(b) of the Code.  Additionally, such right to payment or reimbursement, or in-kind benefits to be provided, shall not be subject to liquidation or exchange for another benefit.  If the Executive is a “specified employee” under Section 409A of the Code, the full cost of the continuation or provision of employee benefits described under this Section 3(c) (other than any cost of medical or dental benefit plans or programs or the cost of any other plan or program that is exempt from Section 409A of the Code) shall be paid by the Executive until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment, and such cost shall be reimbursed by the Company or the applicable subsidiary to, or on behalf of, the Executive in a lump sum cash payment on the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment.
 
4.                                        Vesting of Equity Awards Upon Termination Date; Exercise Period .  Immediately upon the Executive’s Termination Date, all stock options and other equity awards, if any, granted by the Company to the Executive (or stock options and other equity awards granted in substitution therefor by an acquiror of, or successor to, the Company) that are not otherwise exercisable or vested shall become exercisable and vested in full.  Notwithstanding the foregoing, the time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Section 4, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is defined under Section 409A of the Code), may not be accelerated except as otherwise permitted under Section 409A of the Code and the guidance and Treasury regulations issued thereunder.  With respect to any and all outstanding stock options granted by the Company to the Executive, each such option shall remain exercisable following the Executive’s termination of employment until and including the expiration date of the term of the option (as set forth in the written agreement relating to such option).
 
5.                                        Code Section 4999 Excise Tax.   (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that (i) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its affiliated entities) or any entity which effectuates a Change in Control (or any of its affiliated entities) to or for the benefit of the Executive (whether pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (ii) the reduction of the amounts payable to the Executive under this Agreement to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the Executive with a greater after-tax amount than if such amounts were not reduced, then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the Safe Harbor Cap.  The reduction of the amounts payable hereunder, if applicable, shall be made to the extent necessary in the following order: (i) the acceleration of vesting of stock options with an exercise
 
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price that exceeds the then fair market value of the stock subject to the award and of other equity awards, provided that such stock options and of other equity awards are not permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A — 24(c); (ii) the payments under Section 3(a); (iii) the payments and benefits under Section 3(b); (iv) the payments and benefits under Section 3(c); (v) any equity awards accelerated pursuant to Section 4 or otherwise valued at full value, provided that such equity awards are not permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A — 24(c); (vi) the acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of the stock subject to the award and other equity awards, provided that such stock options and other equity awards are permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A — 24(c); and (vii) the acceleration of vesting of all other stock options and equity awards on a basis resulting in the highest amount retained by the Executive.  For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and no other Payments) shall be reduced.  If the reduction of the amounts payable hereunder would not result in a greater after-tax result to the Executive, no amounts payable under this Agreement shall be reduced pursuant to this provision.  Notwithstanding the foregoing, payment of the Transition RSUs or any dividend equivalents credited with respect to the Transition RSUs shall not be subject to any reduction as provided in this Section 3.
 
(b)                                  All determinations required to be made under this Section shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Company or the Executive that there has been a Payment, or such earlier time as is requested by the Company.  Notwithstanding the foregoing, in the event (i) the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the person(s) effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder).  All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company.  If payments are reduced to the Safe Harbor Cap or the Accounting Firm determines that no Excise Tax is payable by the Executive without a reduction in payments, the Accounting Firm shall provide a written  opinion to the Executive to the effect that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty.  The determination by the Accounting Firm shall be binding upon the Company and the Executive (except as provided in Section 5(c) below).
 
(c)                                   If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that Payments have been made to, or provided for the benefit of, the Executive by the Company which are in excess of the limitations provided in this Section (referred to hereinafter as an “Excess Payment”), the Executive shall repay the Excess Payment to the Company on
 
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demand, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the determination, it is possible that Payments which will not have been made by the Company should have been made (an “Underpayment”), consistent with the calculations required to be made under this Section.  In the event that it is determined (i) by the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS or (ii) pursuant to a determination by a court, that an Underpayment has occurred, the Company shall pay an amount equal to such Underpayment to the Executive within 10 days of such determination together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive until the date of payment.  The Executive shall cooperate, to the extent the Executive’s expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the IRS in connection with the Excise Tax or the determination of the Excess Payment.  Notwithstanding the foregoing, in the event that amounts payable under this Agreement were reduced pursuant to Section 5(a) and the present value of any Payment is subsequently re-determined by the Accounting Firm within the context of Treasury Regulation Section 1 280G-1 Q/A 33 that reduces the value of the Payment, the Company shall promptly pay to Executive any amounts payable under this Agreement that were not previously paid solely as a result of Section 5(a), subject to the Safe Harbor Cap.
 
(d)                                  A payment or reimbursement of expenses described in this Section 5 shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed, and the amount of such expenses eligible for payment or reimbursement in any year shall not affect the amount of such expenses eligible for payment or reimbursement in any other year nor shall such right to payment or reimbursement be subject to liquidation or exchange for another benefit.
 
(e)                                   For the avoidance of doubt, this Section 5 shall not limit or supersede any rights the Executive may have for any tax gross-up protection for any excise taxes imposed under Section 4999 of the Code arising out of, or in any way in connection with, the acquisition by the Company (or one of its wholly-owned subsidiaries) of or with Hewitt Associates, Inc. that was consummated on October 1, 2010.
 
6.                                        Delay of Payments .  (a)  Except as otherwise provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in
 
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Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a).
 
(b)                                  In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”).  Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.
 
7.                                        Withholding Taxes .  The Company may withhold from all payments due to the Executive (or the Executive’s beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.
 
8.                                        Reimbursement of Expenses .  If any contest or dispute shall arise under this Agreement involving termination of the Executive’s employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse the Executive, on a current basis, for all legal fees and expenses, if any, incurred by the Executive in connection with such contest or dispute; provided, however, that in the event the resolution of any such contest or dispute includes a finding denying, in total, the Executive’s claims in such contest or dispute, the Executive shall be required to reimburse the Company, over a period of 12 months from the date of such resolution, for all sums advanced to the Executive pursuant to this Section 8.  Payment or reimbursement of expenses described in this Section 8 shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of such expenses eligible for payment or reimbursement in any year shall not affect the amount of such expenses eligible for payment or reimbursement in any other year nor shall the right to payment or reimbursement be subject to liquidation or exchange for another benefit.
 
9.                                        Operative Event .  No amounts shall be payable hereunder unless and until there is a Change in Control.
 
10.                                  Termination of Agreement .  (a)  This Agreement shall be effective on the date hereof and shall continue until terminated by the Company as provided in Section 10(b); provided , however , that this Agreement shall terminate in any event upon the earlier to occur of
 
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(1) termination of the Executive’s employment with the Company prior to a Change in Control and (2) the Executive’s death.
 
(b)  The Company shall have the right prior to a Change in Control, in its sole discretion, pursuant to action by the Board, to approve the termination of this Agreement, which termination shall not become effective until the date fixed by the Board for such termination, which date shall be at least 120 days after notice thereof is given by the Company to the Executive in accordance with Section 13; provided , however , that no such action shall be taken by the Board during any period of time when the Board has knowledge that any person has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board, such person has abandoned or terminated its efforts to effect a Change in Control; and provided further , that in no event shall this Agreement be terminated in the event of a Change in Control.
 
11.                                  Scope of Agreement .  Nothing in this Agreement shall be deemed to entitle the Executive to continued employment with the Company or its subsidiaries and, subject to Section 2 hereof, if the Executive’s employment with the Company shall terminate prior to a Change in Control, then the Executive shall have no further rights under this Agreement; provided , however , that any termination of the Executive’s employment following a Change in Control shall be subject to all of the provisions of this Agreement.
 
12.                                  Successors; Binding Agreement .
 
(a)  This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company.  In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.
 
(b)  The Company agrees that concurrently with any merger, consolidation or transfer of assets referred to in Section 12(a), it will cause any successor or transferee unconditionally to assume, by written instrument delivered to the Executive (or the Executive’s beneficiary or estate), all of the obligations of the Company hereunder.  Failure of the Company to obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer of assets shall be a breach of this Agreement and shall entitle the Executive to compensation and other benefits from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive’s employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination during the Termination Period.  For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the Date of Termination.
 
(c)  This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If the Executive shall die while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such
 
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person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive’s estate.
 
13.                                  Notices .  (a)  For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed (1) if to the Executive, to the last known residential address on file for the Executive with the Company, and if to the Company, to Aon Corporation, 200 East Randolph Drive, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary, or (2) to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
 
(b)                                  A written notice of the Executive’s Termination Date by the Company or the Executive, as the case may be, to the other, shall (1) indicate the specific termination provision in this Agreement relied upon, (2) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (3) specify the termination date (which date shall be not less than 15 days after the giving of such notice).  The failure by the Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
 
14.                                  Full Settlement; Resolution of Disputes .  (a) The Company’s obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, subject to Section 3(c) hereof, such amounts shall not be reduced whether or not the Executive obtains other employment.
 
(b)                                  If there shall be any dispute between the Company and the Executive in the event of any termination of the Executive’s employment, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause, that the determination by the Executive of the existence of Good Reason was not made in good faith, or that the Company is not otherwise obligated to pay any amount or provide any benefit to the Executive and the Executive’s dependents or other beneficiaries, as the case may be, under Sections 3 and 4 hereof, the Company shall pay all amounts, and provide all benefits, to the Executive and the Executive’s dependents or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Sections 3 and 4 hereof as though such termination were by the Company without Cause or by the Executive with Good Reason; provided , however , that the Company shall not be required to pay any disputed amounts pursuant to this Section 14(b) except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.
 
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15.                                  Employment with, and Action by, Subsidiaries .  For purposes of this Agreement, employment with the Company or actions taken by the Company with respect to the Executive shall include employment with or actions taken by any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors.
 
16.                                  Governing Law; Validity .  The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to the principle of conflicts of laws.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect.
 
17.                                  Counterparts .  This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.
 
18.                                  Miscellaneous .  No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by the Executive and by a duly authorized officer of the Company.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  Failure by the Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
 
19.                                  Prohibition on Acceleration of Payments .  The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, or pursuant to the terms of any other employment agreement or compensation arrangement entered into between the Executive and the Company or any of its subsidiaries, may not be accelerated hereunder, or under any such other employment agreement or other compensation arrangement, except as otherwise permitted under Section 409A of the Code and the guidance and Treasury Regulations issued thereunder.
 
20.                                  Code Section 409A .  The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Section 409A of the Code to the extent applicable thereto.  Notwithstanding any provision of the Agreement to the contrary, the Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith.  Although the Company intends to administer the Agreement so that it will comply with the requirements of Section 409A of the Code, the Company does not represent or warrant that the Agreement will comply with Section 409A of the Code or any other provision of federal, state, local or non-United States law.
 
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21.                                  Entire Agreement .  This Agreement supersedes the Severance Agreement (or Change in Control Agreement)  between the parties entered into, and approved by the Board for execution by the parties, in 2006 and any and all similar agreements entered into by the parties prior to the date hereof.  This Agreement constitutes the entire understanding between the parties with respect to the Executive’s severance pay in the event of a termination of the Executive’s employment with the Company in connection with a Change in Control; provided, however, that except as otherwise expressly set forth in this Agreement, the rights of, and benefits payable to, the Executive, the Executive’s estate or the Executive’s beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, the Executive, the Executive’s estate or the Executive’s beneficiaries under any other employee benefit plan or broad-based compensation program of the Company.
 
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and the Executive has executed this Agreement as of the day and year first above written.

 	AON CORPORATION	

 	By:	/s/ Jeremy G.O. Farmer	
 	Its:	SVP + Head of Human Resources	

 	EXECUTIVE	

 	/s/ Russell P. Fradin	
 	Russell P. Fradin	
 
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EXHIBIT A TO
 AGREEMENT
 
NONCOMPETITION, NONSOLICITATION,
CONFIDENTIALITY AGREEMENT AND RELEASE OF CLAIMS
 
This Noncompetition, Nonsolicitation, Confidentiality Agreement and Release of Claims (this “Noncompetition Agreement”) is executed by Aon Corporation, a Delaware corporation (the “Company”), and                                 (the “Executive”) pursuant to the Change in Control Agreement dated as of                               , 20     between the Company and the Executive (the “Agreement”).
 
WHEREAS, the Executive’s employment with the Company and its subsidiaries is terminating;
 
WHEREAS, the Executive acknowledges that the benefits to be provided to the Executive under the Agreement are in consideration of, and are sufficient to support, the covenants set forth in this Noncompetition Agreement; and
 
WHEREAS, the Executive understands that the Company regards the representations and covenants by the Executive in this Noncompetition Agreement as material and that the Company is relying on such representations and covenants in paying amounts to the Executive pursuant to the Agreement.
 
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
 
1.                                        Severance Benefits .  The Executive’s employment with the Company and its subsidiaries shall terminate on                 , and the Executive shall receive the severance benefits set forth in the Agreement in accordance with the terms and subject to the conditions thereof.
 
2.                                        Restrictive Covenants .  The Executive acknowledges and agrees that the provisions in Sections 4, 5 and 6 of the Executive’s employment agreement with the Company, dated as of [September]     , 2010 (the “Employment Agreement”) shall continue to apply.
 
3.                                        General Release of All Claims .  (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Company and its subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, 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 on indirectly on the Executive’s
 
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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 Noncompetition Agreement.  Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims 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 of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule.  This Section 3 of the Noncompetition Agreement shall not waive or release any rights or claims (i) that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company; (ii) for payments and benefits under Sections 3 and 4 of the Agreement; (iii) for indemnification (including advancement of attorneys’ fees) and directors and officers liability insurance; (iv) any rights to the payment of the Transition RSUs (as defined in the Employment Agreement) and any dividend equivalents credited with respect to the Transition RSUs; (v) any tax gross-up payment in connection with any excise taxes imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, in connection with the Company’s (or one of its wholly-owned subsidiaries) corporate transaction with Hewitt Associates, Inc. that was completed on         , 2010; and (vi) for any rights for any equity awards pursuant to the terms of such equity grant, including, but not limited, to any rights for accelerated vesting and extended exercise periods of exercisable equity awards.
 
(b)  The Executive intends this Section 3 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters released herein.  The Executive further agrees, with respect of matters released herein, 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
 
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date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 3 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein.
 
(c)  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 Section 3.  Nothing in this Section 3 shall limit the rights of any governmental agency or his 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, with 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 executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company.
 
(d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision.
 
(e) In further consideration of the promises made by the Company in this Noncompetition Agreement, the Executive specifically waives and releases the Company, to the extent set forth in this Section 3, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA.  The Executive further agrees that:
 
(1) the Executive’s waiver of rights under Section 3 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”);
 
(2) the Executive understands the terms of this Section 3 of the Noncompetition Agreement;
 
(3) the consideration offered by the Company under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 3 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it;
 
(4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement;
 
(5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement;
 
(6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice.  An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and
 
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(7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them 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 Noncompetition Agreement and the Agreement then become effective and enforceable.
 
(f)  This Section 3 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement.  To the extent barred by the OWBPA, the covenant not to sue contained herein does not apply to claims under the ADEA that challenge the validity of this Section 3 of the Noncompetition Agreement.
 
(g)  To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to:                                                                      .  The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement.  If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.
 
4.                                        Entire Agreement .  The Agreement and this Noncompetition Agreement constitute the entire understanding between the parties.  The Executive has not relied on any oral statements that are not included in the Agreement or this Noncompetition Agreement.
 
5.                                        Severability .  If any provision of this Noncompetition Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Noncompetition Agreement shall be construed and enforced as if such provision had not been included.
 
6.                                        Governing Law .  This Noncompetition Agreement shall be construed, interpreted and applied in accordance with the internal laws of the State of Illinois without regard to the principles of conflicts of laws.
 
IN WITNESS WHEREOF, the Company has caused this Noncompetition Agreement to be executed by a duly authorized officer of the Company and the Executive has executed this Noncompetition Agreement as of the day and year first above written.

 	AON CORPORATION	

 	By:	 	

 	EXECUTIVE	

 	 	
 	[Executive’s Name]	
 
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Exhibit 10.3
 
EMPLOYMENT AGREEMENT
 
EMPLOYMENT AGREEMENT (“Agreement”) is dated and effective as of February 25, 2008 (the “Effective Date”) between Aon Corporation, a Delaware corporation with offices located at 200 East Randolph Street, Chicago, Illinois 60601 (the “Company”), and Michael J. O’Connor (the “Executive”).
 
R E C I T A L S
 
WHEREAS , the Company wishes to employ the Executive, and the Executive wishes to be employed by the Company;
 
NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth below, the parties agree:
 
Section 1.  Employment Term; Title; Responsibilities.
 
(a)           Employment Term; Title.  The Company agrees to employ the Executive as Executive Vice President and Chief Operating Officer of Aon Risk Services, and the Executive agrees to serve in such role, for a term (the “Term of Employment”) beginning on the Effective Date and ending on February 25, 2013 unless renewed pursuant to Section 3 hereof, or terminated during the Term of Employment as fully set forth in Section 3.  It shall not be a breach of this Agreement if the Executive’s title is changed by the Company.
 
(b)           Responsibilities.  The Executive shall report to the President of Aon Risk Services (the “President”), but it shall not be a breach of this Agreement if the reporting structure is changed by the Company.  The Executive shall have the authority and responsibility consistent with the position of Chief Operating Officer of a global business unit.   The Executive shall also perform such other duties (not inconsistent with his position) on behalf of the Company and its subsidiaries as may from time to time be authorized or directed by the President.
 
Section 2.  Consideration; Compensation During Term of Employment.
 
(a)           Consideration.   The consideration for entering into this Agreement shall be the performance of services by the Executive pursuant to this Agreement and the employment of the Executive by the Company as well as the other payments and benefits provided under this Section 2.
 
(b)           Base Salary.   Unless the Company fixes a higher rate for the Executive during the Term of Employment, the Company shall pay compensation to the Executive at the rate of a
 
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minimum of $700,000 per year (the “Base Salary”) payable in accordance with the usual payroll schedule of the Company.
 
(c)         Incentive Compensation.   Executive shall be eligible to participate in the annual incentive compensation program for the Company’s senior executives in accordance with the provisions of such program, as amended from time to time.  For 2008, the Executive’s target bonus is 100% of the Executive’s Base Salary and the maximum bonus is 300% of the Executive’s Base Salary; however, notwithstanding the foregoing and regardless of the achievement of any corporate or individual performance goals, the Executive’s 2008 bonus shall not be less than $700,000.  The Executive’s target, maximum and actual bonus opportunity for performance in 2009 and later years shall be established in accordance with the provisions of the Company’s annual incentive compensation program, as amended from time to time.  The Executive acknowledges and agrees that the annual incentive compensation awards hereunder shall be subject to payment pursuant to and in accordance with the Aon Incentive Stock Program, payable in a combination of cash and Aon restricted stock units, if applicable.
 
(d)        Awards of Restricted Stock Units and Stock Options.   Subject to the approval of the Organization and Compensation Committee of the Company’s board of directors (the “Committee”) at the next regularly scheduled meeting during which equity-based awards are considered, on or following the later of the Effective Date or the execution of this Agreement, the Executive shall receive:  (i) an award of 50,000 restricted stock units of Aon Corporation common stock pursuant to the 2001 Aon Stock Incentive Plan, as amended from time to time (the “Stock Plan”); and (ii) a nonqualified option to purchase 50,000 shares of Aon Corporation common stock pursuant to the Stock Plan.  The restricted stock units and stock options shall be subject to terms and conditions generally applicable to similar awards granted under the Stock Plan; provided, however, that:  (i) the restricted stock units shall vest over five years with one installment of 34% vesting at the end of the third anniversary of the date of grant and two installments of 33% each vesting at the end of the fourth and fifth anniversaries of the date of grant; and (ii) the stock options shall have an exercise price equal to the fair market value of the Company’s common stock on the date of grant, a ten-year term and shall vest 33% on the second anniversary of the date of grant and 33% and 34%, respectively, on the third and fourth anniversaries of the date of grant.
 
(e)         Award Pursuant to Leadership Performance Program. Subject to the approval of the Committee at its next regularly scheduled meeting during which awards under the Company’s Leadership Performance Program are considered, on or following the later of the Effective Date or the execution of this Agreement, the Executive shall receive an award pursuant to the Company’s Leadership Performance Program, a sub-plan of the Stock Plan, having an aggregate initial value of $1,500,000.  Such award will be granted for the performance period beginning January 1, 2008 and ending December 31, 2010, and will be governed by the terms and conditions of such program.  The Executive shall be eligible to receive awards under the program or successor program(s) for future performance periods in
 
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accordance with the terms and conditions generally applicable to similarly-situated senior executives.
 
(f)         Executive Benefits.   During the course of employment, the Executive shall enjoy the customary benefits that are generally afforded to executives of the Company.  The Executive also shall be entitled to participate in executive benefit plans now or hereafter provided or made available to the Company’s executives generally, such as group medical, life, disability insurance, savings plan, flexible spending accounts for dependent care and health care and long term care.  Nothing in this Agreement shall require the Company to establish, maintain or continue any of the benefits already in existence or hereafter adopted for executives of the Company and nothing in this Agreement shall restrict the right of the Company to amend, modify or terminate such fringe benefit programs.
 
(g)        Vacation Time.  The Executive shall be entitled to paid vacation time in accordance with usual Company policies and procedures. The Company shall not pay the Executive any additional compensation for any vacation time not used by the Executive except as required by law.
 
(h)        Business Travel, Entertainment Expenses.  In accordance with Company policies and procedures and on prescribed Company forms, the Company will reimburse the Executive for business expenses and entertainment expenses incurred by the Executive.
 
Section 3.  Renewal; Termination.
 
(a)         Renewal.  This Agreement may be renewed upon (i) the issuance by the Company of a notice of renewal (“Notice of Renewal”) to the Executive at least six (6) months prior to the end date of the Term of Employment or any renewal period thereof and (ii) the written acceptance of the Notice of Renewal by the Executive within (60) days thereafter.
 
(b)        Termination.
 
(i)  Death or Disability.   This Agreement shall be terminated immediately upon the death or total disability of the Executive (as defined under the Aon Long Term Disability Plan or its successor plan) or in the event that Executive becomes otherwise disabled through any illness, injury, accident or condition of either a physical or psychological nature so as to be unable to perform substantially all of his duties and responsibilities for one hundred eighty (180) consecutive calendar days; provided, however, (A) in the event of Executive’s death during the Term of Employment the Company shall pay an amount equal to the Base Salary for the remainder of the Term of Employment in accordance with the Company’s normal payroll schedule, which such amount shall be reduced by the amount of life insurance benefits payable to the beneficiary of Executive pursuant to Company-sponsored Basic Group Term Life Insurance or Executive Life Insurance
 
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Coverage, as applicable, and (B) in the event of Executive’s total disability (i) an amount equal to the Base Salary shall be paid for the remainder of the Term of Employment in accordance with the Company’s normal payroll schedule, which such amount shall be reduced by the amount of disability insurance benefits payable to Executive pursuant to Company-sponsored disability insurance coverage, plus (ii) a pro rata bonus for the year in which such termination of employment occurs  equal to the total value of the bonus (i.e. cash portion plus RSU portion) paid to Executive for the year prior to the year of termination multiplied by the ratio of the number of days Executive was employed during the year of termination divided by 365.
 
(ii)  Without Cause or for Good Reason.    This Agreement may be terminated by the Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than ninety (90) days advance notice to the Company or by the Executive for Good Reason.  If terminated without cause by the Company or for Good Reason by Executive, the Company shall pay Executive (A) all accrued but unpaid Base Salary and benefits as of the date of such termination, (B) an Incentive Bonus equal to Base Salary on the date of termination.  In addition, if terminated without cause by the Company or for Good Reason by the Executive, so long as Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein notwithstanding the expiration of the period specified therein, the Company shall continue to pay Executive an amount equal to the Base Salary as and when it would be paid to its executives generally until the earlier of:  (i) the second anniversary of the date of termination; or (ii) the end of the initial Term of Employment or, if renewed, until the end of any such renewal period.
 
As used herein, “Good Reason” shall mean any of the following which remains uncured by the Company for twenty (20) days after receipt by the Company of written notice of such Good Reason by Executive: (a) a substantial adverse alteration in the then-current responsibilities of Executive; or (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement.  In the event of termination for Good Reason, this Agreement shall terminate on the three hundredth sixty-fifth (365 th ) day following receipt of written notice of Good Reason.
 
Notwithstanding anything to the contrary in the Section 3(b)(ii), the Company may require Executive to leave Company premises immediately upon the giving of notice of termination. Such a requirement shall not relieve the Company of its obligations to continue Base Salary or benefits during the notice period.
 
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In the event Executive terminates this Agreement without cause or Good Reason, the Company shall only be required to pay Executive all accrued but unpaid Base Salary and benefits as of the date of such termination.
 
(iii)  For Cause.   The Company may at any time during the initial Term of Employment and during any renewals thereof, terminate this Agreement for “cause”, effective immediately by written notice of termination given to the Executive setting forth the basis for such termination.  For the purposes of this Agreement, “cause” shall mean the Executive’s: (A) performing an act of dishonesty, fraud, theft, embezzlement, or misappropriation involving Executive’s employment with the Company, or breach of the duty of loyalty to the Company; (B) performing an act of race, sex, national origin, religion, disability, or age-based discrimination, or sexual harassment, which after investigation, counsel to the Company reasonably concludes will result in liability being imposed on the Company and/or Executive; (C) material violation of the Company’s written  policies and procedures including, but not limited to, the Aon Code of Business Conduct and the Aon Code of Ethics; (D) material non-compliance with the terms of this Agreement, including but not limited to Sections 4 and 6;  (E) admission or conviction of, or a plea of nolo contendere, to a felony or any crime involving moral turpitude or misrepresentation; or (F) failure or inability (other than by reason of total disability as defined in Section 3(b)(i) herein) to perform his duties under this Agreement to the satisfaction of at least a majority of the Board of Directors of the Company including, without limitation, any refusal by the Executive to perform such duties or to follow specific directives of the President,  which such duties and directions are consistent with the experience and qualifications of Executive.
 
In the event of a termination for “cause,” the Company shall only be required to pay Executive all accrued but unpaid Base Salary and benefits as of the date of such termination.
 
(iv)  As of the effective date of termination, Executive agrees that the Secretary of the Company may, as an irrevocable proxy and in Executive’s name and stead, execute all documents and things which the Company deems necessary and desirable to effect Executive’s resignation as an officer or director of the Company and its subsidiaries and affiliates.
 
(v)  Upon the effective date of termination, or other expiration of this Agreement, the obligations of the parties under this Agreement, other than the Executive’s obligations under Sections 3(c), 4, 5, 6, and 8, and the Company’s obligations under Sections 3(b) shall cease; provided further that any other provision which contemplates performance or observance by either or both parties subsequent to
 
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any termination of this Agreement shall survive any termination of this Agreement and continue in full force and effect.
 
(vi)  Any agreement herein by the Company to continue to pay Base Salary or any other benefits after the termination of employment shall be in lieu of, and not in addition to, any benefits provided by the Aon Severance Plan.
 
(c)         The Executive agrees that, prior to the commencement of any new employment in the insurance business, the Executive will furnish the prospective new employer with a copy of this Agreement.  The Executive also agrees that the Company may advise any prospective new employer of the Executive of the existence and terms of this Agreement and furnish the prospective new employer with a copy of this Agreement.
 
Section 4.     Noncompetition; Nonsolicitation .
 
(a)             General.   The Executive acknowledges that in the course of his employment with the Company he has and will become familiar with trade secrets and other confidential information concerning the Company and its subsidiaries and that his services will be of special, unique and extraordinary value to the Company and its affiliates.
 
(b)              Noncompetition.   The Executive agrees that during the Term of Employment  and for a period of two years thereafter (the “Noncompetition Period”) Executive 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 being engaged, in any business 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 Executive shall not in any manner, directly or indirectly, induce or attempt to induce any employee of the Company or any of its subsidiaries to terminate or abandon his or her employment with the Company for any purpose whatsoever.
 
(d)              Exceptions.   Nothing in this Section 4 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 two percent of the outstanding stock of any class of a corporation, any securities of which are publicly traded, so long as Executive has no active participation in the business of such corporation.
 
(e)              Reformation.   If, at any time of enforcement of this Section 4, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties
 
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hereto agree that the maximum period, scope or geographical 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 4.
 
(f)               Consideration; Breach.   The Company and the Executive agree that the payments to be made, and the benefits to be provided, by the Company to the Executive pursuant to Section 3 hereof shall be made and provided in consideration of the Executive’s agreements contained in Section 4 hereof.  In the event that the Executive shall commit a material breach of any provision of Section 4 hereof, the Company shall be entitled immediately to terminate making all remaining payments and providing all remaining benefits pursuant to Section 3 hereof and upon such termination the Company shall have no further liability to the Executive under this Agreement.
 
Section 5.  Company’s Right to Injunctive Relief; Attorneys’ Fees.
 
The Executive acknowledges that the Executive’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 Section 4 and 6 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 the Executive.  In the event that any action is filed in relation to this Agreement, the prevailing party in the action shall recover from the non-prevailing party, in addition to any other sum that either party may be called upon to pay, a reasonable sum for the prevailing party’s attorney’s fees.
 
Section 6.  Trade Secrets and Confidential Information; Inventions.
 
(a)         Trade Secrets and Confidential Information.  The Executive 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 the business of the Company requires that this information remain proprietary to the Company.
 
The Executive 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 Executive becomes aware by reason of being employed by the Company or to which Executive gains access during his employment by the Company and which has not been publicly disclosed (other than by Executive 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 Executive during the course of employment or to
 
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which the Executive has access.  All records and equipment and other materials relating in any way to any confidential information relating to clients or to the business of the Company or Aon Group shall be and remain the sole property of the Company during and after the end of employment.
 
Upon termination of employment, the Executive shall promptly return to the Company all materials and all copies or tangible embodiments of materials involving any confidential information in the Executive’s possession or control.  The Executive agrees to represent in writing to the Company upon termination of employment that he has complied with the provisions of this Section 6.
 
(b)        Inventions.  The Executive hereby assigns to the Company his entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas writings and copyrightable material, which may be conceived by the Executive or developed or acquired by him during the Term of Employment, which may pertain directly or indirectly to the business of the Company or any of its affiliates, parent companies, or subsidiaries. The Executive agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Executive shall upon the Company’s request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its affiliates, parent companies, or subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks, and copyrights in all countries.
 
Section 7.  Mergers and Consolidations; Assignability.
 
The rights and obligations under this Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.  By way of explanation, and without limiting the generality of the foregoing sentence, if the Company or any entity resulting from any merger or consolidation referred to in this Section 7 is merged with or consolidated into any other entity or entities, or if substantially all of the assets of the Company or any such entity are sold or otherwise transferred to another entity, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the continuing entity in or the entity resulting from such merger or consolidation or the entity to which such assets are sold or transferred.  This Agreement shall not be assignable by the Executive, but in the event of his death it shall be binding upon and inure to the benefit of the Executive’s legal representatives to the extent required to effectuate its terms.
 
Section 8.  Miscellaneous.
 
(a)         Integration.  Except as is otherwise provided herein, this Agreement contains all of the terms and conditions agreed upon by the parties relating to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, negotiations,
 
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correspondence, undertakings and communications of the parties, whether oral or written, respecting the subject matter of this Agreement.
 
This Agreement may not be amended, altered or modified without the prior written consent of both parties and such instrument must acknowledge that it is an amendment or modification of this Agreement.
 
(b)        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.
 
(c)         Captions.  The captions in this Agreement are not part of its provisions, are merely for reference and have no force or effect.  If any caption is inconsistent with any provision of this Agreement, such provision shall govern.
 
(d)        Governing Law; Waiver of Jury Trial. The validity, interpretation, construction, 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.  In the event of a legal action filed or brought by either party relating to the validity, interpretation, construction, performance, enforcement and remedies of, or relating to, this Agreement, and the rights and obligations of the parties hereunder, each of the Company and the Executive hereby agree that it and he now and forever waives any and all rights to a trial by jury irrespective of the law principles, rules or statutes of any jurisdiction or of the nature of the cause of action.
 
(e)           Agreement To Be Available In Future Proceedings.   During the period of employment, and after employment termination, Executive agrees to voluntarily make himself available to the Company and its legal counsel, at Company’s request, without the necessity of obtaining a subpoena or court order, in the Company’s investigation, preparation, prosecution and/or defense of any actual or potential legal proceeding, regulatory action, or internal matter.  Executive agrees to provide any information reasonably within his recollection.  The Company will reimburse Executive for reasonable out-of-pocket expenses actually incurred as a result of such requests, or, at Company’s option, will arrange to advance Executive’s expenses or incur such expenses directly.
 
(f)         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.
 
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(g)        Notice.   All notices given hereunder shall be in writing and shall be sent by registered or certified mail or delivered by hand and, if intended for the Company, shall be addressed to it or delivered to it at its principal office for the attention of the Secretary of the Company.  If intended for the Executive, notices shall be delivered personally or shall be addressed (if sent by mail) to the Executive’s then current residence address as shown on the Company’s records, or to such other address as the Executive directs in a notice to the Company.  All notices shall be 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 hereto have executed this Agreement as of the day and year first above written.

 	AON CORPORATION	

 	By:	/s/ Greg Case	
 	 	Gregory C. Case	
 	 	President and Chief Executive Officer	
 	 	 	
 	Date:	2-29-08	

I have read the above Agreement and understand and agree to be bound by its terms.

 	/s/ Michael O’Connor	
 	Michael J. O’Connor	
 	 	
 	Date:	2-25-08	
 
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Exhibit 10.4
 
AON CORPORATION
LEADERSHIP PERFORMANCE PROGRAM
For 2011-2013
 
Overview
 
The Program has been adopted by the Committee as a sub-plan to the Stock Plan, effective as of January 1, 2011.  The Program is the sixth layer of multi-year performance programs implemented by the Company.  Earlier programs covered the following performance periods: January 1, 2006 through December 31, 2008; January 1, 2007 through December 31, 2009; January 1, 2008 through December 31, 2010; January 1, 2009 through December 31, 2011; and January 1, 2010 through December 31, 2012, respectively.
 
Performance Cycle
 
The Program covers a multi-year performance cycle that begins on January 1, 2011 and ends on December 31, 2013 (“Performance Cycle”).
 
Eligibility
 
As recommended by the CEO and approved by the Committee, key members of the Company’s senior leadership team are eligible to participate in the Program. The CEO is also eligible to participate in the Program as approved by the Committee.
 
Participation
 
The Committee will approve in writing no later than May 31, 2011 the identity of the participants eligible to participate in the Program and each participant’s Award, denominated as described herein either in total number of LPP units or US dollars.  Those participants so identified by May 31, 2011 shall be eligible to participate in the full Performance Cycle, retroactive to January 1, 2011.
 
If a participant is no longer considered a member of the Company’s senior leadership team, but the participant’s employment with the Company has not terminated, the participant’s Award under the Program shall be unaffected by the change in status.
 
Award Components — Performance Share Units
 
At the outset of participation in the Program, each participant will receive 100% of his or her Award “value” as target Performance Share Units of the Company’s common stock.  If the Award is denominated by the Committee in US dollars, the number of such target units will be derived by dividing the Award by the Fair Market Value of a share of the Company’s common stock on the Grant Date.
 
Rules Applicable to Performance Share Units
 
1.                                        The Performance Share Units will be earned and will vest as of the Settlement Date, subject to the satisfaction of the performance criteria set forth herein.
 
2.                                        The payout resulting from the vesting of the Performance Share Units will be determined based on the Company’s cumulative adjusted Earnings per Share over the Performance Cycle as compared to the target Earnings per Share.
 
3.                                        Payouts will range from 0% to 200% of the targeted number of Performance Share Units awarded.
 
4.                                        The Performance Share Units will pay out in shares of the Company’s common stock issued under, and subject to, the limitations of the Stock Plan or such other shareholder-approved Company equity-based incentive plan as designated by the

 
Committee, provided that the pay out in shares shall take place in the calendar year following the end of the Performance Cycle.
 
5.                                        The Company shall have the right to satisfy all federal, state and local withholding tax requirements with respect to the award earned by reducing the number of earned shares by the number of shares determined by dividing the amount of withholding required by the Fair Market Value of a share of the Company’s common stock on the Settlement Date.
 
6.                                        The Performance Share Units are not transferable and may not be sold, assigned, pledged, hypothecated or otherwise encumbered.
 
7.                                        Until the Settlement Date, the participant will not be treated as a stockholder as to those shares of the Company’s common stock relating to the Performance Share Units.  No cash payments will be provided for dividend equivalents or other distributions.
 
8.                                        The participant will be granted a Performance Award Certificate at the outset of his or her participation in the Program.  The certificate will set forth the target number of Performance Share Units granted to the participant.  The participant must sign and return to the Company the certificate to indicate that he or she agrees to be bound by the provisions of the Program, including the restrictive covenants described herein.  Failure to return a signed certificate to the Company will result in forfeiture of the Performance Share Units.
 
9.                                        If a participant’s employment with the Company terminates before the last day of the Performance Cycle, the following rules will apply to the vesting of the Performance Share Units:

Reason for
Employment
Termination	 	Impact on Vesting of Performance Share Units	
 	 	 	
Retirement or termination by Company without Cause	 	Performance Share Units will vest pro rata through the date of termination or Retirement, and the vested Performance Share Units will pay out in accordance with rule 4 above. The Committee’s determination regarding the vested portion and payout will occur after the close of the Performance Cycle. The number of units earned will be calculated based on the actual achievement of the target cumulative earnings per share for the performance period, and then the result will be prorated as of the last full calendar quarter preceding the participant’s termination or Retirement date, as follows:
 
Target Shares X (EPS at end of quarter preceding date of termination/ EPS at end of performance period) X Performance Factor = Number of Pro-Rata Shares ( 1,000 x 6/10.52 x 150%= 885 shares)
 
In the event a participant has an employment agreement with the Company or any of its subsidiaries providing for “good reason” termination, a termination of the participant’s employment for good reason will be treated in the same manner for purposes of this Program only as a termination by the Company without cause.	
 
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Reason for
Employment
Termination	 	Impact on Vesting of Performance Share Units	
 	 	 	
Death or Total and Permanent Disability	 	If death or permanent disability occurs in the first or second calendar years of the Performance Cycle, the Performance Share Units will become immediately vested at the target award level and the vested Performance Share Units will pay out as soon as administratively feasible following such death or disability. If death or permanent disability occurs in the third calendar year of the Performance Cycle, the Performance Share Units will become vested at the greater of (i) the target award level or (ii) the number of units earned based on the actual achievement of the cumulative earnings per share for the entire Performance Cycle, and the vested Performance Share Units will pay out in accordance with rule 4 above.	
 	 	 	
Voluntary Resignation	 	Performance Share Units will be forfeited in their entirety.	
 	 	 	
Termination by Company for Cause	 	Performance Share Units will be forfeited in their entirety	
 	 	 	
Termination due to Change in Control	 	If a successor to the Company assumes and continues this Program substantially in its current form after a Change in Control, the Performance Share Units will be subject to the following rules: (1) if the participant’s employment is terminated by the Company without Cause after the Change in Control but prior to the end of the Performance Cycle, the participant will become immediately vested in the greater of the target Performance Share Units or the number of units that would be earned based on the proportion of achievement of the target cumulative earnings per share as of the last full calendar quarter preceding the participant’s termination date, and the vested Performance Share Units will pay out in accordance with rule 4 above; and (2) if the participant’s employment is terminated by the Company for Cause, by the participant in a voluntary resignation, or by reason of the participant’s death or Total and Permanent Disability, or if the participant’s employment is continued through the end of the Performance Cycle, the rules of the Program shall continue to apply to the Performance Share Units as if the Change in Control had not occurred.
 
If the successor to the Company does not assume and continue this Program substantially in its current form, the Performance Share Units shall become immediately vested at the greater of the target Performance Share Units or the number of units that would have been earned based on the proportion of achievement of the target cumulative earnings per share as of the last full calendar quarter preceding the effective date of the Change in Control, and the vested Performance Share Units will pay out in accordance with rule 4 above.	
 
10.                                  Notwithstanding the rules set forth in paragraph 9 above, in the event an employment agreement or other binding arrangement between a participant and the Company provides (a) for more favorable vesting of performance share units upon termination of employment, (b) an alternate definition (such as “cause” or “retirement”), and/or (c) an alternate restrictive covenant that is specifically intended to apply to awards under this Plan, the provisions of such employment agreement or arrangement will
 
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control if such provisions are approved by the Committee on or before the Grant Date.
 
11.                                  The time and form of payment of Performance Share Units shall be made in accordance with rule 4 above, provided that with respect to any payment upon the participant’s “separation from service” (as such term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the participant is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the participant’s death or the date that is six months and one day following the participant’s termination of employment (the “Delay Period”).  Upon the expiration of the Delay Period, all payments delayed pursuant to this section shall be paid to the participant in accordance with rule 4 above.  For purposes of the Program, the terms “retirement,” “termination of employment,” “terminated,” “termination,” and variations thereof, as used in this Program, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A.
 
12.                                  The time or schedule of any payout of Performance Share Units pursuant to the terms of the Program may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder.
 
Performance Measure for Performance Share Units
 
The performance measure for the Performance Share Units will be cumulative adjusted Earnings per Share for the Performance Cycle, for which the Committee has established a target of $10.01.
 
Following the end of the Performance Cycle, the Committee will determine in its sole discretion the payout, which determination shall be final and binding.  Performance Share Units will be subject to complete forfeiture if the Company’s performance for the Performance Cycle does not meet or exceed a minimum cumulative adjusted Earnings per Share of $9.67, and the payout for performance at or above that level will be calculated as follows:

2011-2013 Cumulative Adjusted EPS	 	% of Targeted Units Earned	 	
$9.67	 	50	%	
$10.01	 	100	%	
$10.26	 	125	%	
$10.52	 	150	%	
$10.78	 	175	%	
$11.21 or higher	 	200	%	
 
The Performance Share Units will pay out linearly between each set of data points based on relative penetration within the range.  For example, where cumulative EPS is $10.15, the calculation would be:
 
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[ ($10.15 - $10.01 )	/	( $10.26 — $10.01 ) ]	X 25%	+ 100%	= 114%	
The actual cumulative EPS less next lowest defined data point	 	To calculate basis for penetration in the full range above the actual lowest data point achieved.	Multiplied by the full spread of the corresponding range (125% - 100% in this case)	The achievement for the next lowest defined data point	Resulting calculation with decimal places truncated (not rounded)	
 
Adjustments to Performance Measures or Results
 
The Committee will make appropriate adjustments to the target Earnings per Share or the Company’s actual results on account of: change in accounting policy; gain/loss on disposition of assets or business; charge for goodwill impairment; extraordinary legal/regulatory settlements; extraordinary market conditions; significant currency fluctuations; effects of natural or man-made disasters (e.g. Word Trade Center); hyperinflation (e.g. >15%); change in statutory tax rates/regulations; charges from Board-approved restructuring programs; results of discontinued operations held for sale after sale closing; other extraordinary, unusual or infrequently occurring items — as defined by GAAP. The form and manner of any such adjustment shall be at the sole discretion of the Committee.  By way of example, the following events will not require adjustment:  change in accounting estimate; gained/lost pre-tax income from sold/acquired businesses that represent less than 5% of total pre-tax income; inflation; general tax developments; litigation costs; effects of repaying or issuing debt; effects of share buyback/issue; effects of pension plan funding; changes in benefit/incentive plans; or normal currency/interest rate fluctuations.
 
Restrictive Covenants
 
The following restrictive covenants will apply to all awards under this Program; provided, however, that if such restrictions are modified to comply with local (non-U.S.) law and are set forth in the performance award certificate issued in connection with this Program to, and accepted by, the Participant, the provisions in the performance award certificate will govern.
 
The Company is in the business of providing insurance brokerage, reinsurance brokerage, benefits consulting, compensation consulting, human resources consulting, managing underwriting and related services including accounting, claims management and handling, contract wording, information systems and actuarial services.  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 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 the 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 the employee for a limited period of time after the employee leaves the Company so that the Company may renew or restore its business relationship with its clients.  Therefore, as consideration for participation in this Program, each participant will be bound by the following restrictive covenants:
 
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Covenant Not to Solicit
 
The employee agrees and covenants that, except with the prior written consent of the Company, the employee will not for a period of two years after the end of the employment compete directly or indirectly in any way with the business of the Company.  For the purposes of this covenant, “compete directly or indirectly in any way with the business of the Company” means to enter into or attempt to enter into (on the 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, in which the employee was involved or had knowledge, 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 the Employee worked or became familiar during the 24 months prior to the end of employment.
 
Covenant Not to Hire
 
The employee 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 above.
 
If the Company determines that a participant has breached any of the covenants, his or her stock options and Performance Share Units will be immediately forfeited.  In the event any of the restrictive covenants set forth herein is deemed unenforceable, such as against a non-US employee, the employee agrees 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 accordingly.
 
Administration
 
It is expressly understood that the Committee has the discretionary authority to administer, construe, and make all determinations necessary or appropriate to the administration of the Program, all of which will be binding upon the participant.  The Committee may delegate its authority to one or more of its members, or to one or more members of the Company’s senior management team, to offer participation in this Program to eligible individuals; provided, however, that the Committee shall not delegate its authority with respect to the participation of any officer of the Company who is subject to Section 16 of the Securities Exchange Act of 1934, as amended.  The Company shall, as necessary, adopt conforming amendments to this Program as are necessary to comply with Code Section 409A.
 
General Provisions
 
All obligations of the Company under this Program with respect to payout of Awards, and the corresponding rights granted thereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other acquisition of all or substantially all of the business and/or assets of the Company.
 
This Program constitutes a legal document which governs all matters involved with its interpretation and administration and superseded any writing or representation inconsistent with its terms.
 
Reservation and Retention of Company Rights
 
The selection of any employee for participation in this Program will not give that participant any right to be retained in the employ of the Company.  No employee will at any time have a right to be selected for participation in a future performance-based incentive program despite having been selected for participation in this Program or a previous program.
 
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Stock Plan Controls
 
Except as specifically provided in this Program, in the event of any inconsistency between this Program and the Stock Plan, the Stock Plan will control, but only to the extent such Stock Plan provisions do not violate the provisions of Code Section 409A.
 
Code Section 409A
 
The Company intends that this Program and the Awards granted hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of the Program to the contrary, the Program shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith.  Although the Committee intends to administer the Program so that it will comply with the requirements of Code Section 409A, neither the Company nor the Committee represents or warrants that the Program will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law.  Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any participant (or any other individual claiming a benefit through any participant) for any tax, interest, or penalties any participant may owe as a result of compensation paid under the Program, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect the participant from the obligation to pay any taxes pursuant to Code Section 409A.
 
Definitions
 
CEO:  the Company’s Chief Executive Officer.
 
Cause:  as determined in the sole discretion of the Committee, means the participant:  (A) performing an act of dishonesty, fraud, theft, embezzlement or misappropriation involving the participant’s employment with the Company, or breach of the duty of loyalty to the Company; (B) 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 the participant; (C) material violation of Company policies and procedures including, but not limited to, the Aon Code of Business Conduct and the Aon Code of Ethics; or (D) performing an act resulting in a criminal felony charge (or equivalent offense in a non-US jurisdiction) brought against the participant or a criminal conviction of the participant (other than a conviction of a minor traffic violation).
 
Change in Control:  means the first to occur of the following:  (1) the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 1(c); provided further, that for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any
 
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corporation controlled by the Company) shall become the beneficial owner of 30% or more of the Outstanding Common Stock or 30% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;
 
(2)           individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;
 
(3)           the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than:  the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 30% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
 
(4)           the consummation of a plan of complete liquidation or dissolution of the Company.
 
Committee:  the Organization and Compensation Committee of the Company’s board of directors.
 
Company:  Aon Corporation, a Delaware corporation, and its subsidiaries.
 
Earnings per Share or EPS:  the Company’s earnings per share from continuing operations as reported each quarter.  The Committee has the sole discretion to approve an adjustment to EPS, in accordance with the adjustment criteria set forth herein.
 
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Fair Market Value:  the per share value of the Company’s common stock as determined by using the closing price of such stock as reported by the New York Stock Exchange on such 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 common stock of the Company was traded).
 
Grant Date:  the date an Award to a participant is approved in writing by the Committee.
 
Program or LPP:  the Leadership Performance Program, effective January 1, 2011.
 
Retire or Retirement: a voluntary termination of employment at or after the participant’s 55 th  birthday.
 
Settlement Date:  the date that the Committee determines whether the performance criteria applicable to the Performance Share Units has been achieved or exceeded and determines the payout to participants.  The Settlement Date shall occur as soon as practicable following the close of the Performance Cycle.
 
Settlement Date Value:  the Fair Market Value of a share of the Company’s common stock on the date the Committee determines the amount of the Performance Share Units earned.
 
Stock Plan:   the 2001 Aon Stock Incentive Plan, as amended and re-approved by the Company’s stockholders at the 2006 annual meeting of stockholders.
 
Total and Permanent Disability:  for (a) US employees, entitlement to long-term disability benefits under the Company’s program, as amended from time to time and (b) non-US employees, as established by applicable Company policy or as required by local law or regulations.
 
If a term is used but not defined, it has the meaning given such term in the Stock Plan.
 
9 

Exhibit 10.5
 
AON HEWITT PERFORMANCE PROGRAM
 
Overview
 
This Program has been adopted by the Committee as a sub-plan to the Stock Plan, effective as of January 1, 2011.  The Program is intended to provide a unifying and motivating long-term wealth-building program for the key members of the Aon Hewitt leadership team.
 
Performance Cycle
 
The Program covers a three-year performance cycle that begins on January 1, 2011 and ends on December 31, 2013 (“Performance Cycle”).
 
Eligibility
 
As recommended by the Aon Hewitt management team, and as further recommended by Aon’s Chief Executive Officer and approved by the Committee, key leaders of the newly combined Aon Hewitt organization are eligible to participate in the Program.
 
Participation
 
The Committee will approve in writing no later than May 31, 2011 the identity of the participants eligible to participate in the Program and each participant’s Award, denominated as described herein either in US dollars or number of target Performance Share Units.  Those participants so identified by May 31, 2011 shall be eligible to participate in the full Performance Cycle, retroactive to January 1, 2011.
 
If a participant is no longer considered a key leader for Aon Hewitt, but the participant’s employment with Aon or any of its subsidiaries has not terminated, the participant’s Award under the Program shall be unaffected by the change in status.
 
Award Components - Performance Share Units
 
At the outset of participation in the Program, each participant will receive 100% of his or her Award “value” as target Performance Share Units of the Company’s common stock.  In the event the Committee denominates a participant’s Award in US dollars, versus specifying the number of target PSUs awarded, the number of target Performance Share Units will be derived by dividing the US dollar value of the Award by the Fair Market Value of a share of the Company’s common stock on the Grant Date of the Performance Share Units, and rounding to the nearest whole share.
 
Rules Applicable to Performance Share Units
 
1.              The participant will be granted a Performance Award Certificate at the outset of his or her participation in the Program.  The certificate will set forth the number of target Performance Share Units granted to the participant. The participant must sign and return to the Company the certificate to indicate that he or she agrees to be bound by the provisions of the Program.  Failure to return a signed certificate to the Company will result in forfeiture of the Performance Share Units.
2.              The Performance Share Units will be earned and will convert to fully vested shares of the Company’s common stock on of the Settlement Date, subject to the satisfaction of the performance criteria and other conditions set forth herein.
3.              The payout resulting from the vesting of Performance Share Units will be determined based on the cumulative adjusted three-year Segment PTI over the Performance Cycle as compared to the target cumulative three-year Segment PTI, as set forth herein.
4.              Payouts will range from 0% to 200% of the number of target Performance Share Units awarded.

 
5.              For achievement above threshold level only, the Performance Share Units will settle in shares of the Company’s common stock issued under, and subject to, the limitations of the Stock Plan or such other shareholder-approved Company equity-based incentive plan as designated by the Committee; provided that the Participant is employed with Aon or any of its subsidiaries on the Settlement Date and is not serving out any portion of a notice period at such time.
6.              The payout in shares will take place in the calendar year following the end of the Performance Cycle.  However, in no event will the Award be settled later than two and one-half months after the end of the calendar year to which such Award relates.
7.              The Company will have the right to satisfy all federal, state and local withholding tax requirements with respect to the award earned by reducing the number of earned shares by the number of shares determined by dividing the amount of withholding required by the Fair Market Value of a share of the Company’s common stock on the Settlement Date.
8.              The Performance Share Units are not transferable and may not be sold, assigned, pledged, hypothecated or otherwise encumbered.
9.              Until the Settlement Date, the participant will not be treated as a stockholder as to those shares of the Company’s common stock relating to the Performance Share Units.  No cash payments will be provided for dividend equivalents or other distributions.
10.            If a participant’s employment with the Company terminates before the Settlement Date, the following rules will apply to the vesting of the Performance Share Units:

Reason for
Employment
Termination	 	Impact on Vesting of Performance Share Units	
Retirement or termination by Company without Cause	 	Performance Share Units will vest pro rata through the date of termination or Retirement, and the vested Performance Share Units will pay out in accordance with rule 6 above.  The Committee’s determination regarding the vested portion and payout will occur after the close of the Performance Cycle.  The number of units earned will be calculated based on the actual achievement of the target cumulative Segment PTI for the Performance Cycle, and then the results will be prorated as of the last full calendar quarter preceding the participant’s termination or  Retirement date, as follows:
 
Target Shares X (Segment PTI at end of quarter preceding date of termination/Segment PTI at end of performance period) X % of targeted units earned based on Segment PTI at end of Performance Cycle= Number of Pro-Rata Shares (e.g., [**] shares)
 
In the event a participant has an employment agreement with the Company or any of its subsidiaries providing for “good reason” termination, a termination of the participant’s employment for good reason will be treated in the same manner for purposes of this Program only as a termination by the Company without cause.	

**  Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 
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Reason for
Employment
Termination	 	Impact on Vesting of Performance Share Units	
Death or Total and Permanent Disability	 	If death or Total and Permanent Disability occurs in the first or second calendar years of the Performance Cycle, the Performance Share Units will become immediately vested at the target award level and the vested Performance Share Units will pay out as soon as administratively feasible following such death or disability.  If death or Total and Permanent Disability occurs in the third calendar year of the Performance Cycle, the Performance Share Units will become vested at the greater of (i) the target award level or (ii) the number of units earned based on the actual achievement of the cumulative Segment PTI for the entire Performance Cycle, and the vested Performance Share Units will pay out in accordance with rule 6 above.	
 	 	 	
Voluntary Resignation	 	Performance Share Units will be forfeited in their entirety. 	
 	 	 	
Termination by Company for Cause	 	Performance Share Units will be forfeited in their entirety.	
 	 	 	
Termination due to Change in Control	 	If a successor to the Company assumes and continues this Program substantially in its current form after a Change in Control, the Performance Share Units will be subject to the following rules:
 
(1) if the participant’s employment is terminated by the Company without Cause after the Change in Control but prior to the end of the first year of the Performance Cycle, the participant will become immediately vested in the greater of 50% of the target Performance Share Units or the number of units that would be earned based on the proportion of achievement of the target cumulative Segment PTI as of the last full calendar quarter preceding the participant’s termination date, and the vested Performance Share Units will pay out in accordance with rule 6 above. For example, if cumulative Segment PTI is $[**] million, no payout is generated from the schedule outlined below and therefore, 50% of award will be earned because this is the minimum payout as described herein.  As another example, if cumulative Segment PTI is $[**] million, 75% of award is earned under schedule outlined below because this is greater than the 50% payout minimum; or
 
(2) if the participant’s employment is terminated by the Company for Cause, by the participant in a voluntary resignation, or by reason of the participant’s death or Total and Permanent Disability, or if the participant’s employment is continued through at least the end of the Performance Cycle, the rules of the Program shall continue to apply to the Performance Share Units as if the Change in Control had not occurred.
 
If the successor to the Company does not assume and continue this Program substantially in its current form, the Performance Share Units shall become immediately vested at the greater of the target Performance Share Units or the number of units that would have been earned based on the proportion of achievement of the target cumulative Segment PTI as of the last full calendar quarter preceding the effective date of the Change in Control, and the vested	

**  Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 
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Reason for
Employment
Termination	 	Impact on Vesting of Performance Share Units	
 	 	Performance Share Units will pay out in accordance with rule 6 above.	
 
11.            Notwithstanding the rules set forth in paragraph 10 above, in the event an employment agreement or other binding arrangement between a participant and the Company provides (a) for more favorable vesting of performance share units upon termination of employment or (b) an alternate definition (such as “cause” or “retirement”), the provisions of such employment agreement or arrangement will control if such provisions are approved by the Committee on or before the Grant Date.
 
12.            The time and form of payment of Performance Share Units will be made as described herein, provided that with respect to any payment upon the participant’s “separation from service” (as such term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the participant is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the participant’s death or the date that is six months and one day following the participant’s termination of employment (the “Delay Period”).  Upon the expiration of the Delay Period, all payments delayed pursuant to this section will be paid to the participant in accordance with the rules above.  For purposes of the Program, the terms “retirement,” “termination of employment,” “terminated,” “termination,” and variations thereof, as used in this Program, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A.
 
13.            The time or schedule of any payout of Performance Share Units pursuant to the terms of the Program may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder.
 
Performance Measure for Performance Share Units
 
The performance measure for the Performance Share Units will be cumulative adjusted three-year Segment PTI for Aon Hewitt for the Performance Cycle, for which the Committee has established a performance goal of $[**] million.
 
Following the end of the Performance Cycle, the Committee will determine in its sole discretion the payout, which determination shall be final and binding.  Performance Share Units will be subject to complete forfeiture if the Company’s performance for the Performance Cycle does not meet or exceed a minimum cumulative adjusted three-year Segment PTI of $[**] million, and the actual payout for performance will be calculated as follows:

2011-2013 Cumulative Adjusted Segment PTI	 	% of Targeted Units Earned	 	
$[**] million	 	50	%	
$[**] million	 	75	%	
$[**] million	 	100	%	
$[**] million	 	125	%	
$[**] million	 	150	%	
$[**] million	 	175	%	

**  Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 
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$[**] million	 	200	%	
 
The Performance Share Units will pay out linearly between each set of data points. For example, where Cumulative Adjusted Segment PTI is $[**] million, the calculation would be:

[ ($[**] - $[**] )	/	( $[**] — $[**]) ]	 	 X   25%	 	+ 125%	 	= 135%	 	
The actual cumulative adjusted Segment PTI less next lowest defined data point	 	To calculate basis for penetration in the full range above the actual lowest data point achieved	 	Multiplied by the full spread of the corresponding range (150% - 125% in this case)	 	The achievement for the next lowest defined data point	 	Resulting calculation with decimal places truncated (not rounded)	 	
 
Adjustments to Performance Measures or Results
 
The Committee will make appropriate adjustments to the target cumulative three-year Segment PTI or the Segment’s actual results on account of: change in accounting policy; gain/loss on disposition of assets or business; charge for goodwill impairment; extraordinary legal/regulatory settlements; extraordinary market conditions; significant currency fluctuations; effects of natural or man-made disasters (e.g. Word Trade Center); hyperinflation (e.g. >15%); change in statutory tax rates/regulations; charges from Board-approved restructuring programs; results of discontinued operations held for sale after sale closing; other extraordinary, unusual or infrequently occurring items, as defined by GAAP; and change in Hewitt deal synergy allocations to other business units of Aon.  With regard to the last adjustment noted, the principle is to hold the Program accountable for achieving total deal synergies, but not penalize their Program performance if allocations of deal synergies to other business units are higher or lower than expected.  Furthermore, any additional synergies achieved in excess of deal synergy targets should benefit Program performance and any shortcomings to total deal synergies will be held accountable to Program performance, regardless of any changes in synergy allocations.
 
For example, if deal synergies of $[**]M are achieved and $[**]M is allocated to other Aon business units, then $[**]M will be added to the Aon Hewitt Segment PTI as an adjustment to true-up the change in allocation (the inverse will also be true), so there will be no impact from the change in allocation amount.  If Aon Hewitt achieves $[**]M more than the $[**]M synergies, their performance against the Program will improve by $[**]M, regardless of changes in allocations.  If Aon Hewitt achieves $[**]M less than the $[**]M synergies, their performance against the Program will decline by $[**]M, regardless of changes in allocations.  Please refer to the attached Exhibit X for examples of all the scenarios.
 
The form and manner of any such adjustment shall be at the sole discretion of the Committee.  Any such adjustment recommended by the Company’s management will be subject to the prior approval of Aon’s Chief Financial Officer and/or Controller.  By way of example, the following events will not require adjustment:  change in accounting estimate; gained/lost pre-tax income from sold/acquired businesses that represent less than 5% of total pre-tax income; inflation;

**  Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 
5 

 
general tax developments; litigation costs; effects of repaying or issuing debt; effects of share buyback/issue; effects of pension plan funding; changes in benefit/incentive plans; or normal currency/interest rate fluctuations.
 
Administration
 
It is expressly understood that the Committee has the discretionary authority to administer, construe, and make all determinations necessary or appropriate to the administration of the Program, all of which will be binding upon the participant.  The Committee may delegate its authority to one or more of its members, or to one or more members of the Company’s senior management team, to offer participation in this Program to eligible individuals; provided, however, that the Committee shall not delegate its authority with respect to the participation of any officer of the Company who is subject to Section 16 of the Securities Exchange Act of 1934, as amended.  The Company shall, as necessary, adopt conforming amendments to this Program as are necessary to comply with Code Section 409A.
 
General Provisions
 
All obligations of the Company under this Program with respect to payout of Awards, and the corresponding rights granted thereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other acquisition of all or substantially all of the business and/or assets of the Company.
 
This Program constitutes a legal document which governs all matters involved with its interpretation and administration and superseded any writing or representation inconsistent with its terms.
 
All employees that participate in this Program will agree to keep their compensation arrangement confidential.
 
Reservation and Retention of Company Rights
 
The selection of any employee for participation in this Program will not give that participant any right to be retained in the employ of the Company.  No employee will at any time have a right to be selected for participation in a future performance-based incentive program despite having been selected for participation in this Program or a previous program.
 
Stock Plan Controls
 
Except as specifically provided in this Program, in the event of any inconsistency between this Program and the Stock Plan, the Stock Plan will control, but only to the extent such Stock Plan provisions do not violate the provisions of Code Section 409A.
 
Code Section 409A
 
The Company intends that this Program and the Awards granted hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of the Program to the contrary, the Program shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith.  Although the Committee intends to administer the Program so that it will comply with the requirements of Code Section 409A, neither the Company nor the Committee represents or warrants that the Program will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law.  Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any participant (or any other individual claiming a benefit through any

**  Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 
6 

 
participant) for any tax, interest, or penalties any participant may owe as a result of compensation paid under the Program, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect the participant from the obligation to pay any taxes pursuant to Code Section 409A.
 
Definitions
 
Aon:  Aon Corporation, a Delaware corporation.
 
Aon Hewitt:   Aon Hewitt, a global business unit of Aon Corporation.
 
Cause:  as determined in the sole discretion of the Committee, means the participant:  (A) performing an act of dishonesty, fraud, theft, embezzlement or misappropriation involving the participant’s employment with the Company, or breach of the duty of loyalty to the Company; (B) 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 the participant; (C) material violation of Company policies and procedures including, but not limited to, the Aon Code of Business Conduct and the Aon Code of Ethics; or (D) performing an act resulting in a criminal felony charge (or equivalent offense in a non-US jurisdiction) brought against the participant or a criminal conviction of the participant (other than a conviction of a minor traffic violation).
 
Change in Control:  means the first to occur of the following:  (1) the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 1(c); provided further, that for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 30% or more of the Outstanding Common Stock or 30% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;
 
(2)           individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or

**  Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 
7 

 
removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;
 
(3)           the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than:  the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 30% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
 
(4)           the consummation of a plan of complete liquidation or dissolution of the Company.
 
Code Section 409A: Section 409A of the U.S. Internal Revenue Code of 1986, as amended.
 
Committee:  the Organization and Compensation Committee of the Company’s board of directors.
 
Company or Aon:  Aon Corporation, a Delaware corporation, and its subsidiaries.
 
Fair Market Value: as of any date, the per share value of the Company’s common stock as determined by using the closing price of such stock as reported by the New York Stock Exchange on such 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 common stock of the Company was traded).
 
Grant Date:  the date the award of PSUs to a participant under this Program is approved in writing by the Committee.
 
Program:  the Aon Hewitt Performance Program, effective as of January 1, 2011.
 
Retire or Retirement: a voluntary termination of employment at or after the participant’s 55 th  birthday.
 
Segment PTI:  the annual pretax income from ongoing operations for the Aon Hewitt Segment of Aon.  The Committee has the sole discretion to approve an adjustment to Segment PTI, in accordance with the adjustment criteria set forth herein.

**  Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 
8 

 
Settlement Date:  the date that the Committee determines whether the performance criteria applicable to the PSUs were achieved or exceeded and determines the payout to participants in the form of shares of Aon Corporation common stock.  The Settlement Date shall occur as soon as practicable following the close of the Performance Cycle.
 
Stock Plan:   the 2001 Aon Stock Incentive Plan, as amended and re-approved by the Company’s stockholders at the 2006 annual meeting of stockholders.
 
Total and Permanent Disability:  for (a) US employees, entitlement to long-term disability benefits under the Company’s program, as amended from time to time and (b) non-US employees, as established by applicable Company policy or as required by local law or regulations.
 
If a term is used but not defined, it has the meaning given such term in the Stock Plan.

**  Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 
9 

 
EXHIBIT X

 	 	Deal Synergies Achieved	 	[**]	 	
2013 Examples	 	AHPP
Baseline	 	Low
Allocations	 	High
Allocations	 	 	 	
Total Deal Synergies	 	$	[**]	 	$	[**]	 	$	[**]	 	 	 	
Synergies Allocated to Other BUs	 	$	([**]	)	$	([**]	)	$	([**]	)	 	 	
Net Synergies to AH	 	$	[**]	 	$	[**]	 	$	[**]	 	 	 	
Adjustment for Allocations	 	 	 	$	([**]	)	$	[**]	 	 	 	
Adjusted Net Synergies to AH	 	$	[**]	 	$	[**]	 	$	[**]	 	 	 	
Impact on AHPP Performance	 	 	 	$	[**]	 	$	[**]	 	 	 	

 	 	Higher Deal Synergies	 	[**]	 	
2013 Examples	 	Low
Allocations	 	Baseline
Allocations	 	High
Allocations	 	 	 	
Total Deal Synergies	 	$	[**]	 	$	[**]	 	$	[**]	 	 	 	
Synergies Allocated to Other BUs	 	$	([**]	)	$	([**]	)	$	([**]	)	 	 	
Net Synergies to AH	 	$	[**]	 	$	[**]	 	$	[**]	 	 	 	
Adjustment for Allocations	 	$	([**]	)	 	 	$	[**]	 	 	 	
Adjusted Net Synergies to AH	 	$	[**]	 	$	[**]	 	$	[**]	 	 	 	
Impact on AHPP Performance	 	$	[**]	 	$	[**]	 	$	[**]	 	 	 	

 	 	Lower Deal Synergies	 	[**]	 	
2013 Examples	 	Low
Allocations	 	Baseline
Allocations	 	High
Allocations	 	 	 	
Total Deal Synergies	 	$	[**]	 	$	[**]	 	$	[**]	 	 	 	
Synergies Allocated to Other BUs	 	$	([**]	)	$	([**]	)	$	(110	)	 	 	
Net Synergies to AH	 	$	[**]	 	$	[**]	 	$	[**]	 	 	 	
Adjustment for Allocations	 	$	([**]	)	 	 	$	[**]	 	 	 	
Adjusted Net Synergies to AH	 	$	[**]	 	$	[**]	 	$	[**]	 	 	 	
Impact on AHPP Performance	 	$	([**]	)	$	([**]	)	$	([**]	)	 	 	

**  Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
 
10 

Exhibit 10.6
 
Aon Corporation
Senior Executive Incentive Compensation Plan
(Amended and Restated Effective January 1, 2011)
 
Overview
 
Since 2001, Aon has maintained its Omnibus Incentive Plan to encourage the highest level of performance of its executives through the establishment of quantifiable performance goals.  Awards granted under the Omnibus Incentive Plan are intended to qualify as deductible “performance-based” compensation pursuant to Section 162(m) of the Code.
 
This Plan is a sub-plan of the Omnibus Incentive Plan and was originally adopted by the Committee effective January 1, 2008, and amended and restated from time to time thereafter.  This amendment and restatement of the Plan is effective as of January 1, 2011.  This Plan provides a discretionary framework regarding the funding of awards under the Omnibus Plan and provides certain terms and conditions relating to the form and timing of awards under the Omnibus Plan.
 
Performance Period
 
The Plan is based on successive calendar-year performance periods.
 
Eligibility
 
All members of Aon’s Executive Committee are eligible to participate in the Plan, as well as senior executives that are regularly invited to attend meetings of Aon’s Executive Committee but who are not official members, if they: (a) are actively employed by Aon as of the last day of the calendar year; (b) are on an approved leave of absence as of the last day of the calendar year; or (c) terminated employment on account of death or Total and Permanent Disability during the calendar year.  The Committee may modify the eligibility criteria as it deems necessary or appropriate.
 
Award Calculation
 
At the beginning of each calendar year, the Committee will approve a “target incentive award” for each participant as a percentage of his or her base salary.  The Committee will also establish corporate performance metrics applicable to the funding of incentive awards under the Plan, and those metrics may include:  (1) the achievement of a specified pre-tax income from ongoing operations; (2) the growth in pre-tax income from ongoing operations as compare to the prior year; (3) organic revenue growth; and/or (4) any other factors as determined by the Committee in its sole discretion.  In addition, business unit, functional and individual performance metrics may be established and assigned weights to guide the Committee in its allocation of awards to participants.
 
After the close of the calendar year, awards to participants will be determined in the sole discretion of the Committee and paid to participants pursuant to and contingent upon satisfaction of all conditions under the Omnibus Incentive Plan.  Awards will be funded in accordance with the corporate performance criteria adopted by the Committee; provided, however, that the CEO, in his sole discretion may elect to (i) reduce funding by up to 20% of the aggregate amount of the Participants’ target incentive awards, which discretion can be exercised at any time without the necessity of Committee approval, or (ii) increase funding by up to 10% of the aggregate amount of the Participants’ target incentive awards, provided that any such increase is subject to approval by the Committee at its next regularly scheduled meeting.
 
Awards will be allocated in the sole discretion of the Committee taking into account, among other facts, the participants’ target incentive awards and achievement of the assigned metrics.  Any resulting awards will be paid pursuant to the terms and conditions of the Omnibus Incentive Plan; provided, however, in no event will an Award be paid later than two and one-half months after

 
the end of the calendar year to which such award relates.  In no event may an award to a participant exceed the maximum set forth in the Omnibus Incentive Plan (i.e. $5 million). In no event may an award to a participant fail to qualify as deductible “performance-based” compensation under Section 162(m) of the Code.
 
Payout Process
 
After the awards are determined by the Committee, they will be paid out partly in cash and partly in restricted stock units of Aon common stock pursuant to the Stock Plan, unless Aon is contractually obligated to provide a participant’s award fully in cash.
 
Awards exceeding $100,000 in value will be paid 65% in cash and 35% in restricted stock units awarded pursuant to the Stock Plan; Awards of at least $50,000 but less than $100,001 in value will be paid 80% in cash and 20% in restricted stock units awarded pursuant to the Stock Plan; and awards of less than $50,000 will be paid fully in cash.
 
The restricted stock units will be subject to the terms and conditions established by the Committee; provided, however, that they will vest in three equal installments on each of the first through third anniversaries of the date of grant.  The Committee may modify the manner of distribution for an individual participant or one or more groups of participants as it deems necessary or appropriate.
 
A participant will have no right to an award until it is paid.
 
Administration
 
It is expressly understood that the Committee has the discretionary authority to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan, all of which will be binding upon the participant.  The Committee has the sole discretion to set the Target Award Percentage for each participant and to determine any final award payment taking into account factors it selects in its sole discretion including, but not limited to, the duration of a participant’s employment with the Company during the year.
 
General Provisions
 
This Plan constitutes a legal document which governs all matters involved with its interpretation and administration and superseded any writing or representation inconsistent with its terms.
 
To the extent not preempted by federal law, this Plan will be construed in accordance with, and subject to, the laws of the state of Illinois without regard to any conflict of laws principles.  Any legal action related to this Plan must be brought in a federal or state court located in Illinois.
 
All awards will be subject to applicable withholding taxes and other required deductions.
 
Participants may not assign, transfer, sell, pledge or otherwise alienate their award opportunities, other than by will or by the laws of descent and distribution.  Any award payable on behalf of a deceased participant will be paid to the participant’s estate.
 
Aon is not required to establish a separate account or fund or to make any other segregation of its assets in connection with awards that could become payable under this Plan.  Participants will have rights with regard to earned but unpaid awards that are no greater than the rights of unsecured general creditors.
 
This Plan and the benefits provided hereunder are intended to comply with Section 409A of the Code and the guidance and Treasury Regulations issued thereunder to the extent applicable thereto.  Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted and construed consistent with this intent.  Notwithstanding the foregoing, Aon shall not be required to assume any increased economic burden in connection therewith.  Although Aon intends to administer the Plan so that it will comply with the requirements of Section 409A of the Code, Aon does not represent or warrant that the Plan will comply with Section 409A of the Code
 
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or any other provision of federal, state, local, or non-United States law.  Neither Aon, nor any subsidiary, nor its or their respective directors, officers, employees or advisers shall be liable to any participant (or any other individual claiming a benefit through the participant) for any tax, interest, or penalties the participant might owe as a result of participation in the Plan, and neither Aon nor any subsidiary shall have any obligation to indemnify or otherwise protect any participant from the obligation to pay any taxes pursuant to Section 409A of the Code.
 
Reservation and Retention of Company Rights
 
Participation in this Plan will not give a participant any right to be retained in the employ of Aon.  No employee will at any time have a right to be selected for participation in another performance-based incentive program, including any future program, on account of his or her participation in this Plan.
 
All awards under this Plan are gratuitous in nature and will not become part of any employment condition or contract.
 
The Committee reserves the right to amend or terminate this Plan, prospectively or retroactively, at any time and for any reason.
 
Omnibus Incentive Plan and Stock Plan Control
 
In the event of any inconsistency between this Plan and the Omnibus Incentive Plan or the Stock Plan, the Omnibus Incentive Plan or the Stock Plan, as applicable, will control unless otherwise specified herein.
 
Definitions
 
“ Aon ” means Aon Corporation, a Delaware corporation, and its operating subsidiaries and affiliates.
 
“ Code ” means the Internal Revenue Code of 1986, as amended.
 
“ Committee ” means the Organization and Compensation Committee of the Board of Directors of Aon.
 
“ Executive Committee” means the committee comprised of senior members of Aon’s management team as established from time to time.
 
“ Omnibus Incentive Plan ” means the 2001 Senior Officer Incentive Compensation Plan, as amended and restated effective January 1, 2006, and, effective upon the expiration of that plan, the Aon Corporation 2011 Incentive Plan, contingent upon shareholder approval of such plan.
 
“ Organic Revenue Growth ” means the growth in revenue exclusive of the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, investment income, reimbursable expenses, and unusual items. For purposes of this Plan, organic revenue growth will be measured to two decimal places, and interpolation between performance targets will occur in the gearing schedule adopted by the Committee.
 
“Plan” means this Senior Executive Incentive Compensation Plan, as amended and restated effective January 1, 2011, which in prior calendar years was referred to as the “Aon Corporation Executive Committee Incentive Plan”.
 
“ Pre-tax income from ongoing operations” means such term calculated according to GAAP and as adjusted for certain extraordinary or special items, in the form and manner determined in the sole discretion of the Committee and in compliance with IRS regulations, including, but not limited to: change in accounting policy; gain/loss on disposition of assets or business; charge for goodwill impairment; extraordinary legal/regulatory settlements; extraordinary market conditions; significant currency fluctuations; effects of nature or man-made disasters (e.g. World Trade Center); hyperinflation (e.g. >15%); change in statutory tax rates/regulations; charges from
 
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Board-approved restructuring programs; results of discontinued operations held for sale after sale closing; other extraordinary, unusual or infrequently occurring items — as defined by GAAP.  For purposes of this Plan, pre-tax income from ongoing operations will be measured to one decimal place, and will receive straight-line interpolation between performance targets in the gearing schedule adopted by the Committee.
 
“ Stock Plan ” means the 2001 Aon Stock Incentive Plan, as amended and re-approved by Aon’s stockholders at the 2006 annual meeting of stockholders and, upon the expiration of that plan, the 2011 Aon Incentive Plan, contingent upon shareholder approval of such plan.
 
“Total and Permanent Disability” means (a) for US employees, entitlement to long-term disability benefits under Aon’s program as amended from time to time, and (b) for non-US employees, as established by applicable company policy or as required by local law or regulations.
 
If a term is used but not defined, it has the meaning given such term in the Omnibus Incentive Plan.
 
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Exhibit 12.1
 
Aon Corporation and Consolidated Subsidiaries
Combined With Unconsolidated Subsidiaries
Computation of Ratio of Earnings to Fixed Charges

 	 	Three Months ended	 	 	 	 	 	 	 	 	 	 	 	
 	 	March 31	 	Years Ended December 31,	 	
(millions except ratio)	 	2011	 	2010	 	2010	 	2009	 	2008	 	2007	 	2006	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations before income taxes and noncontrolling interests	 	$	356	 	$	247	 	$	1,059	 	$	949	 	$	879	 	$	1,023	 	$	738	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Less: Equity in earnings on less than 50% owned entities	 	(1	)	4	 	10	 	11	 	5	 	6	 	5	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Add back fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest on indebtedness	 	63	 	34	 	182	 	122	 	126	 	138	 	129	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest on uncertain tax positions	 	1	 	—	 	(1	)	2	 	—	 	2	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Portion of rents representative of interest factor	 	15	 	11	 	48	 	48	 	47	 	75	 	79	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income as adjusted	 	$	436	 	$	288	 	$	1,278	 	$	1,110	 	$	1,047	 	$	1,232	 	$	941	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest on indebtedness	 	$	63	 	$	34	 	$	182	 	$	122	 	$	126	 	$	138	 	$	129	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest on uncertain tax positions	 	1	 	—	 	(1	)	2	 	—	 	2	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Portion of rents representative of interest factor	 	15	 	11	 	48	 	48	 	47	 	75	 	79	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total fixed charges	 	$	79	 	$	45	 	$	229	 	$	172	 	$	173	 	$	215	 	$	208	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ratio of earnings to fixed charges	 	5.5	 	6.4	 	5.6	 	6.5	 	6.1	 	5.7	 	4.5	 	
 
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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 quarterly report on Form 10-Q 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: May 5, 2011	/s/ Gregory C. Case	
 	Gregory C. Case	
 	Chief Executive Officer	
 
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Exhibit 31.2
 
CERTIFICATIONS
 
I, Christa Davies, the Chief Financial Officer of Aon Corporation, certify that:
 
1.                I have reviewed this quarterly report on Form 10-Q 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: May 5, 2011	/s/ Christa Davies	
 	Christa Davies	
 	Chief Financial Officer	
 
1 

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 Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2011 (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	
 	May 5, 2011	
 
1 

Exhibit 32.2
 
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
 
I, Christa Davies, the Chief Financial Officer of Aon Corporation (the “ Company ”), certify that (i) the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2011 (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/ Christa Davies	
 	Christa Davies	
 	Chief Financial Officer	
 	May 5, 2011	
 
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