Exhibit 10.2


 


AMENDED AND RESTATED


CHANGE IN CONTROL AGREEMENT


 


This Amended and Restated Change in Control Agreement (the “Agreement”)
is entered into as of November 13, 2009 between Aon Corporation, a Delaware
corporation, and Gregory C. Case (the “Executive”).


 


WHEREAS, the Executive currently serves 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 continued services and to ensure the Executive’s continued
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; and


 


WHEREAS, the parties entered into a Severance Agreement effective as of
April 4, 2005 (the “2005 Change in Control Agreement”), providing certain
financial protection to the Executive in connection with a change-in-control of
the Company, and the parties desire to make certain changes to the 2005 Change
in Control Agreement as provided herein.


 


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


 


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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.


 


(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 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
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 or 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 the
Executive and the Company or any of its subsidiaries.


 


(a)                                  Except as otherwise provided in Sections
5 and 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
60th 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
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


 


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(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 three (3)
times the sum of (i) the Executive’s highest annual base salary from the
Company and its affiliated companies in effect during the 12-month period prior
to the Termination Date and (ii) the Executive’s target annual incentive bonus
for the fiscal year in which the Termination Date occurs; 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 three (3) additional years of age and service
credits and, in the case of the Aon Corporation Supplemental Savings Plan,
three (3) additional years of Retirement Plan Contributions.  Within 30 days following the Termination
Date, the Company shall pay to the Executive a lump sum cash amount equal to
the actuarial equivalent of the Executive’s accrued benefits under the
Nonqualified Plans, determined as of the Executive’s Termination Date,
notwithstanding anything contained in the Nonqualified Plans to the
contrary.  Such lump sum cash payment
shall be computed in the case of the Aon Corporation Excess Benefit Plan using
the same actuarial assumptions then in use for purposes of computing benefits under
the plan, provided that the interest rate used in making such computations
shall not be greater than the interest rate permitted under section 417(c) of
the Code on the date of the Change in Control.


 


(c)                                  For the period commencing on the
Termination Date and ending on the earlier of (i) the date which is three (3) 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, 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 (COBRA).


 


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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 in accordance with the applicable plan documents and award
agreements.  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.                                       Contingent Reduction of Parachute
Payments.  (a) The definitions in subsection (e) of this
Section apply to the provisions in subsections (b) through (d) of this Section.


 


(b)                                 Anything in this Agreement to the
contrary notwithstanding, to the extent that any Payments to the Executive
would be subject to the Excise Tax, then the Company shall either (i) eliminate
all Non-Equity Award Payments, if the Excise Tax would apply despite the
elimination of all Non-Equity Award Payments, or (ii) if a reduction in
Non-Equity Award Payments would eliminate the Excise Tax, reduce the amount of
Non-Equity Award Payments by the least amount that causes none of the Payments
to be subject to the Excise Tax.  If a
reduction in the Non-Equity Award Payments is necessary so that the Parachute
Value (as defined below) of all Payments equals the Safe Harbor Amount and none
of the Non-Equity Award Payments is Nonqualified Deferred Compensation, then
the reduction shall occur in the 


 


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manner the Executive
elects in writing prior to the date of payment. 
If any Non-Equity Award Payment constitutes Nonqualified Deferred
Compensation or the Executive fails to elect an order, then the reduction shall
occur in the following order:  (i) reduction
in the benefits described in Sections 3(b) and 3(c) hereof (with such reduction
being applied to the benefits in the manner having the least economic impact to
the Executive and, to the extent the economic impact is equivalent, such
benefits shall be reduced in the reverse order of when the benefits would have
been provided to the Executive, that is, benefits payable later shall be
reduced before benefits payable earlier); and (ii) reduction of cash payments
described in Section 3(a) hereof (with such reduction being applied to the
payments in reverse order in which they would otherwise be made, that is, later
payments shall be reduced before earlier payments).


 


(c)                                  To the extent that any Equity Award
Payments to the Executive would be subject to the Excise Tax after application
of sub-section 5(b) above, and if a reduction would provide the Executive with
a greater after-tax amount than if a reduction in Equity Award Payments did not
occur, then the Company shall reduce the amount of the Equity Award Payments by
the least amount that would provide the Executive with such greater after-tax
amount.


 


(d)                                 All determinations required to be made
under this Section 5, including whether and when Payments are to be reduced so
that Payments are reduced to the Safe Harbor Amount and the amount of such
reduction and the assumptions to be utilized in arriving at such determination,
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 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 individual, entity or group 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
Amount or the Accounting Firm determines that no Excise Tax is payable by the
Executive without a reduction in Payments, the Accounting Firm shall furnish
the Executive with a written opinion 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.


 


(e)                                  The following terms shall have the
following meanings for purposes of this Section.


 


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(i)  “Equity Award Payment” means any Payment to
the Executive on account of awards of compensation to the Executive in the form
of stock options, stock appreciation rights, restricted stock, restricted stock
units, performance shares or other forms of award payable in or exercisable
with respect to Company stock.


 


(ii)  “Excise Tax” means the excise tax imposed by Section
4999 of the Code, together with any interest or penalties imposed with respect
to such excise tax.


 


(iii)  “Nonqualified Deferred Compensation” means any
reimbursement, payment or benefit to be paid or provided under this Agreement
or otherwise that constitutes a “deferral of compensation” within the meaning
of and subject to Section 409A of the Code.


 


(iv)  “Non-Equity Award Payment” means any payment
to the Executive other than an Equity Award Payment.


 


(v)  “Parachute Value” of a Payment means the
present value as of the date of the change of control from purposes of Section 280G
of the Code of the portion of such Payment that constitutes a “parachute
payment” under Section 280G(b)(2), as determined by the Accounting Firm for
purposes of determining whether and to what extent the Excise Tax will apply to
such Payment.


 


(vi)  A “Payment” means any payment or distribution
in the nature of compensation (within the meaning of Section 280G(b)(2) of the
Code) to or for the benefit of the Executive, whether paid or payable pursuant
to this Agreement or otherwise.


 


(vii)  The “Safe Harbor Amount” means the maximum
Parachute Value of all Payments that an Executive can receive without any
Payments being subject to the Excise Tax.


 


6.                                       Delay of Payments. 
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, and the
Executive is determined to be a “specified employee” (as defined in Section 409A
of the Code), and “Change in Control” is 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 Control” does satisfy such requirements under Code
Section 409A but 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).


 


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(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 which is six
months and one day following the termination of the Executive’s 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 beneficiaries 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.                                       Disputes; Reimbursement of Expenses;
Interest on Late Payments.


 


(a)                                  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, together with interest
thereon at a rate equal to the prime rate, as published under “Money Rates” in The
Wall Street Journal from time to time plus 300 basis points, but in no
event higher than the maximum legal rate permissible under applicable law (the “Interest
Rate”), such interest to accrue from the date the Company receives the
Executive’s written statement for such fees and expenses through the date of
payment thereof; 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.


 


(b)                                 With respect to any and all payments that
are required to be made by the Company to the Executive pursuant to this
Agreement and that are not made within the time period specified herein, the
Company shall pay to the Executive interest on such payments at the Interest
Rate.  Such interest shall accrue from
the due date of the required payment through the date on which such payment is
made to the Executive.


 


(c)                                  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.


 


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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 (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; Entire Agreement.  (a)
 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.


 


(b)                                 This Agreement supersedes the Severance
Agreement between the parties entered into as of April 4, 2005.  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.


 


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 


 


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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
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 Executive’s home address
as shown on the Company’s records, 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 


 


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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.


 


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.  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 compensation program of the Company.


 


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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.


 


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/ Lester B. Knight

  
	
   

  	
   

  	
  Lester B. Knight

  
	
   

  	
   

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Greg Case

  
	
   

  	
  Gregory C. Case

  



 


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