Exhibit 10.1


 


TRANSITION AGREEMENT


 


This Transition Agreement (the “Agreement”) is made by and between AON
CORPORATION, a Delaware Corporation (“Aon”
or the “Company”), and Ted T.
Devine (“Mr. Devine”  or
the “Executive”) concerning the
Executive’s continued employment and separation from employment with the
Company.  The effective date of this
Agreement is as of November 18, 2009 (the “Effective Date”); provided that this Agreement shall be
effective only upon its approval by the Board of Directors of the Company
and/or its Organization and Compensation Committee and Governance/Nominating
Committee.


 


WHEREAS, Mr. Devine and the Company are parties to an
employment agreement dated as of June 10, 2009 (the “Employment  Agreement”);


 


WHEREAS, as of the date hereof Mr. Devine is employed
as Aon’s Executive Vice President — Chief Executive Officer Aon Specialty;


 


WHEREAS, Mr. Devine and Aon now desire to enter into
an agreement setting forth the terms of Mr. Devine’s continued employment
with the Company, his separation from employment with the Company, and the
rights and duties of the parties after they enter into this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual promises and agreements set forth herein, and other
good and valuable consideration, Aon and Mr. Devine hereby agree as
follows:


 


1.             Resignation.  The Executive
hereby notifies the Company pursuant to Section 4(e) of the
Employment Agreement and subject to the effectiveness of this Agreement, that
he is resigning his employment with the Company effective November 18,
2010 (the “Termination Date”).  However, as of the Effective Date, Executive
hereby resigns his position as an officer of the Company, Aon Specialty and any
other affiliate of the Company and his position on all committees thereof,
including the Executive Committee.


 


2.             Duties.


 


(a)              During the period beginning on the Effective Date and
continuing through November 18, 2010 (the “Continuation Period”), Executive shall continue as an employee
of the Company, but shall not be required to perform any set number of hours of
work per week, but rather shall be available to perform such duties as may be
requested from time to time by the Senior Vice President, Head of Human
Resources of the Company (“SVP — HR”).  Executive shall report to and receive
direction only from the SVP-HR.  During
the Continuation Period, Executive shall no longer have the title of Executive
Vice President or be considered a Level 1A senior executive of the Company, and
will be assigned a mutually acceptable title by the SVP-HR.


 


(b)              During the Continuation Period, Executive is expected
to devote such business time, attention and effort to the affairs of the
Company and its subsidiaries, as is necessary to perform the duties requested
by the SVP-HR.  Executive shall not be
employed by any other entity or person on a for-profit basis during the
Continuation Period without the prior written consent of the Company.  Executive may, however, be employed by and
provide 


 

















 


services to such
not-for-profit entities as the Executive may desire, including the
establishment of One World Sports Alliance, a not-for-profit entity intended
for the promotion of sports (the “OWSA”);
provided, however, that such activities may not significantly interfere with
the Executive’s performance of his duties hereunder and may not violate the
terms of Section 10 or 11 hereof.


 


(c)              Executive and the Company agree that following the
Effective Date, Executive shall not be providing services equal to at least
twenty percent of the level performed prior to the Effective Date, and
therefore Executive shall upon the Effective Date incur a “separation from
service” within the meaning of Section 409A of the Internal Revenue Code
of 1986, as amended and the treasury regulations and guidance thereunder (“Section 409A”).


 


3.             Salary. 
During the Continuation Period, the Executive will receive his base
salary at a rate equal to $950,000.


 


4.             Benefits. 
During the Continuation Period, the Executive will (i) remain
eligible for participation in and benefits under all welfare benefit plans
offered to executives of the Company during such period (including health, life
and disability insurance) on the same terms as offered to executives of the
Company generally, with COBRA continuation thereafter as applicable, and (ii) remain
a participant in the qualified and non-qualified retirement plans and
arrangements of the Company in which the Executive participates as of the
Effective Date. Executive, however, shall not be eligible to participate in any
incentive compensation plans during the Continuation Period, including but not
limited to the Executive Committee Incentive Plan, or any Leadership
Performance Plan.


 


5.             2009 Bonus. 
Executive hereby agrees to forfeit any bonus or other incentive
compensation for which he otherwise may be eligible for services during 2009.


 


6.             Outstanding Equity Awards.


 


(a)           During the Continuation Period and
subject to compliance with Sections 8, 10 and 11, Executive shall continue to
vest in the following restricted shares, restricted share units, and
performance share units:


 


·      2007 ISP 5,423  shares vesting 2/15/2010;


·      2008 ISP 3,835  shares vesting 2/22/2010;


·      2009 ISP 1,848  shares vesting 2/24/2010;


·      07 LPP2 60,648 shares
award   2/25/2010; and


·      05 RSU 10,000 shares vesting
5/02/2010.


 


Restricted share units
and performance share units which vest under this Section 6(a) shall
be delivered on the six-month anniversary of the Effective Date to the extent
required by Section 409A.


 


(b)           During the Continuation Period and
subject to compliance with Sections 8, 10 and 11, Executive shall continue to
vest in the following stock options:


 


·      07 LPP  10,108
options vesting 3/15/2010 with an exercise price of $37.10;


 


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·      08 LPP  14,667
options vesting 3/13/2010 with an exercise price of $40.91; and


·      09 LPP 15,413 options vesting 3/19/2010 with an
exercise price of $38.93.


 


(c)              All other restricted shares, restricted share units,
performance share units and stock options previously granted to Executive which
will not vest by the Termination Date shall be forfeited and cancelled as of
the date hereof.


 


(d)              For purposes of all outstanding equity awards of the
Executive as of the last day of the Continuation Period, the Executive shall be
deemed to have voluntarily resigned his employment effective November 18,
2010. In that regard, all stock options that are vested as of date hereof, or
that vest as provided in Section 6(b) above shall be exercisable in
accordance with their terms during the Continuation Period and for the 90 day
period following the Termination Date.


 


7.             Pledge of Stock.  In order to
secure Executive’s obligations under this Agreement, Executive agrees to pledge
to the Company the number of shares delivered (net after-tax withholding) upon
vesting and delivery of his restricted shares, restricted stock units and
performance share units as provided in Section 3(iii) above the (“Pledged Shares”) according to the Pledge Agreement in the
form attached as Attachment B. 
Provided, Executive complies with the terms of this Agreement, the
Pledged Shares shall be released from the pledge as follows:


 


(a)           25% of the Pledged Shares shall be
released on 12/31/2010;


(b)           25% of the Pledged Shares shall be
released on 12/31/2011; and


(c)           50% of the Pledged Shares shall be released on
11/17/2012.


 


In the event that Executive
violates the provisions of Sections 8, 10 or 11 of this Agreement, then any
Pledged Shares not previously released shall be forfeited and cancelled as
liquidated damages.  Executive agrees
that the Company may hold the Pledged Shares in escrow according to the Pledge
Agreement from the date the Pledged Shares otherwise would be deliverable to
the Executive pursuant to the terms of the restricted share, restricted stock
unit, and performance share agreement and the Incentive Stock Plan and
Leadership Performance Plan pursuant to which such Pledged Shares were granted.


 


8.             Additional Consideration. 
In addition to the compensation and benefits provided under Sections 3,
4 and 6 and as consideration for the Executive
executing, delivering to the Company and not revoking a release of claims in
the form attached to this Agreement as Attachment A (the “Release”) within
twenty-one days following the Effective Date and again within twenty-one days
following the Termination Date and Executive’s compliance with the
covenants set forth in Sections 10 and 11 below,  the Company agrees to provide the Executive
the following:


 


(a)           office space through December 31,
2010, in such location as the Company may determine;


 


(b)           a secretary through December 31,
2010;


 


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(c)              a recommendation to the Aon Foundation that it
contribute $200,000 to Executive’s Not-for-Profit; provided that Executive
acknowledges and agrees that the Aon Foundation is independent of, separate and
apart from the Company, and that by making such recommendation the Company in
no way can control or otherwise guarantee that any such contribution shall be
made.  Nothing contained herein shall
implicate any influence or control of the Company over the Aon Foundation,
which is independent of the Company and the Company shall have completely
fulfilled its obligation pursuant to this section by making the recommendation
to the Aon Foundation, whether such recommendation is accepted or not.  However, Executive acknowledges and agrees
that the Company’s recommendation to the Aon Foundation is of value to him;


 


(d)              provided, Executive enters into and is working on
average at least 20 hours per week for OWSA in 2011, the Company shall pay
Executive $750,000 in 2011, payable in equal quarterly installments, with the
first installment payable on March 31, 2011 and the last installment due
on December 31, 2011;


 


(e)              provided, Executive (and his dependents, if
applicable) elects continuation coverage under COBRA under the Company’s group
health plan on and after the Termination Date and provided, Executive (and his
dependents, if applicable) remains eligible for such continuation coverage, the
Company shall reimburse Executive for the difference between the premium rate
Employee (and if applicable his dependents) are required to pay under COBRA and
the rate Employee would pay for similar coverage as an active employee of the
Company through December 31, 2011; and


 


(f)               reimburse the Executive for reasonable legal fees and
expenses incurred by the Executive in the negotiation and documentation of this
Agreement up to a maximum of $12,500. 
All such fees and expenses will be paid by the Company within thirty
(30) days after the Company’s receipt of the invoices therefor.


 


9.             Return of Property.  The Executive agrees that within seven (7) days
of the Effective Date he shall return to
the Company all property of the Company in his
possession, custody or control, including but not limited to the originals and
copies of any information provided to or acquired by the Executive in connection with the performance of his duties for the Company, including but not
limited to files and documents (including paper files and documents, as well as
all electronic, digital, or magnetic files or documents, and files or documents
stored in any other format), no matter how produced or reproduced, all computer
equipment, programs and files, and all office keys and access cards, it being
hereby acknowledged that all of said items are the sole and exclusive property
of the Company.  In addition, the
Executive shall surrender to the Company all records, memoranda, notes, plans,
reports, computer tapes and software and other documents and data which
constitute Confidential Information on the Effective Date, which he possess or
has under his control.


 


10.           Restrictive Covenants.


 


(a)              The Executive acknowledges and agrees that during the
Noncompetition Period (as defined below) he shall not in any manner, directly
or indirectly through any person, firm, or corporation, alone or a member of a
partnership or as an officer, director, stockholder, 


 


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investor or employee of
or consultant to any other corporation or enterprise or otherwise, engage or be
engaged, or assist any consultant to any other person, firm corporation or
enterprise in engaging or being engaged in the business of insurance brokerage,
re-insurance brokerage, or underwriting of insurance (the “Business”) anywhere
in the world in which the Company operates. 
Executive agrees and acknowledges that the Executive was engaged in the
Business while employed by the Company, and if the Executive engaged in such
Business during the Noncompetition Period it would damage the Company’s
business and reputation.  Executive
agrees that the covenants contained in this Section 10(a) will not
prohibit him from earning a livelihood. 
For purposes of this Agreement the Noncompetition Period shall mean during
the Continuation Period and for a period of (i) two years thereafter with
respect to the Business of insurance brokerage and re-insurance brokerage, and (ii) one
year thereafter with respect to the Business of insurance underwriting.


 


(b)              The Executive further agrees that during the
Continuation Period and for a period of two years thereafter he 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 for any purposes whatsoever; provided, however, that upon expiration
of the Continuation Period, Executive may offer employment to the secretary
provided in Section 8(b) above.


 


(c)              Nothing in this Section 10 shall prohibit
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.


 


(d)              If at any time of enforcement of this Section 10,
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 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 10.


 


(e)              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 Sections 3, 4, 6 and 8 hereof shall be made and provided in
consideration of the Executive’s agreements contained in Section 10
hereof.  In the event that the Executive
shall commit a material breach of any provision of Section 10 or 11
hereof, the Company shall be entitled immediately to terminate Executive’s
employment and upon such termination the Company shall have no further
liability to the Executive under Sections 3, 4, 6 or 8 hereof and the Company
shall retain any Pledged Shares which have not been released from the Pledge
Agreement.


 


11.           Confidentiality.  The Executive
shall not, at any time during the Continuation Period, or thereafter, make use
of or disclose, directly or indirectly, any (a) trade secret or other
confidential or secret information of the Company or of an of its subsidiaries
or (b) other technical, business proprietary or financial information of
the Company or of any of its 


 


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subsidiaries not
available to the public generally or to the competitors of the Company or to
the competitors of any of its subsidiaries (“Confidential Information”) except
to the extent that such Confidential Information (i) becomes a matter of
public record or is published in newspaper, magazine or other periodical
available to the general public, other than as a result of any act or omission
of the Executive, (ii) is required to be disclosed by any law, regulation
or order of any court or regulatory commission, department or agency, provided
that the Executive gives prompt notice of such requirement to the company to
enable the Company to seek an appropriate protective order, or (iii) is
necessary to perform properly the Executive’s duties under this Agreement.  Promptly following the Termination Date the
Executive shall surrender to the Company all records, memoranda, notes, plans,
reports, computer tapes and software and other documents and data which
constitute Confidential Information on the Termination Date, which he possesses
or has under his control.


 


12.           Cooperation.  The Executive
agrees to cooperate with the Company during the Continuation Period and
thereafter by making himself reasonably available to testify on behalf of the
Company in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, and to assist the Company in any such action,
suit, or proceeding, including by providing information and meeting and
consulting with the Company’s Board of Directors or its representatives or
counsel, or representatives or counsel to the Company, as reasonably requested;
provided, however, that the same does not materially interfere with his
then-current professional activities. 
The Company agrees to reimburse the Executive for all reasonable
expenses actually incurred in connection with his provision of testimony or
assistance.


 


13.           Indemnification.  The Company agrees to continue and maintain a
directors and officers liability insurance policy covering the Executive during
the Continuation Period and during any applicable statute of limitations
period, to the extent the Company provides such coverage for its other
executive officers and/or members of its Board of Directors.


 


14.           Assignability and Binding Nature.  This Agreement is not assignable by either party
except as permitted herein.  This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors, heirs (in the case of the Executive) and permitted
assigns.  No rights or obligations of the
Company under this Agreement may be assigned or transferred by the Company
except that such rights or obligations may be assigned or transferred in
connection with the sale or transfer of all or substantially all of the assets
of the Company, provided that the assignee or transferee is the successor to
all or substantially all of the assets of the Company and such assignee or
transferee assumes the liabilities, obligations and duties of the Company, as
contained in this Agreement, either contractually or as a matter of law.  The Company further agrees that, in the event
of a sale or transfer of assets as described in the preceding sentence, it
shall cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder.  No rights or obligations of the Executive
under this Agreement may be assigned or transferred by him other than his
rights to compensation and benefits, which may be transferred only by will or
operation of law, and as provided in Section 15(d).


 


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15.           Death, Disability; Termination; Beneficiaries.


 


(a)           In
the event of the Executive’s death, his beneficiaries shall be entitled to the
compensation and benefits that would otherwise have been provided to the
Executive (to the extent not yet then provided) under this Agreement, excluding
the provision of welfare benefits (but subject to normal COBRA continuation
rights).


 


(b)           In
the event the Company terminates Executive’s employment for Cause (as defined
below), the Company shall be relieved of all obligations to provide salary
pursuant to Section 3, continuation of benefits under Section 4, or
the additional consideration under Section 8, and Executive shall not be
entitled to vest in any equity under Section 6 hereof.  In all other cases, if the Company terminates
Executive’s employment, other than for Cause, or in the event of the Executive’s
inability to perform his duties under this Agreement due to physical or mental
illness, injury or other disability, the Executive shall be entitled to the
compensation and benefits provided to him under this Agreement to the extent
not yet then provided.  Such a
termination shall be deemed a termination by the Company without Cause for
purposes of the compensation and benefit arrangements of the Company not
specifically governed by this Agreement. 
For purposes of this Agreement the Company may terminate the Executive’s
employment for Cause if (i) the Executive fails or refuses to perform any
duties reasonably assigned to him under Section 2, (ii) Executive
breaches Section 10 or 11 of this Agreement or (iii) Executive is
convicted of a felony.


 


(c)           In
the event that the Company reasonably determines that the Executive has
breached or is in breach of his obligations under this Agreement, which breach
remains uncured fourteen (14) days after the Executive’s receipt from the
Company of written notice of such breach (or, if such cure would reasonably
require more than fourteen (14) days, then if the Executive has failed to take
substantial steps to cure such breach in a timely manner), the Company’s
obligations under this Agreement shall immediately terminate.


 


(d)           The
Executive shall be entitled, to the extent permitted under any applicable law,
to select and change a beneficiary or beneficiaries to receive any compensation
or benefit payable hereunder following his death by giving the Company written
notice thereof.  In the event there is no
such named beneficiary, or no surviving named beneficiary, such compensation
and benefits shall be paid to the Executive’s estate.  In the event of the Executive’s death or a
judicial determination of his incompetence, reference in this Agreement to the
Executive shall be deemed, where appropriate, to refer to his beneficiary,
estate or other legal representative.


 


16.           Notices.  Any notices or other communications given
hereunder by either party shall, in every case, be in writing and shall be
deemed properly served if (a) delivered personally, (b) sent by
registered or certified mail, in all such cases with first class postage
prepaid, return receipt requested, (c) delivered to a nationally
recognized overnight courier service or (d) sent by facsimile or other
means of electronic transmission (with a copy sent by first-class mail) to the
other party at the addresses set forth below:


 


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  If to the Corporation:

  	
   

  	
  Aon Corporation

  
	
   

  	
   

  	
  200 E. Randolph Street

  
	
   

  	
   

  	
  Chicago,
  Illinois 60601

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
   

  
	
  If to the Executive:

  	
   

  	
  At his address per the

  
	
   

  	
   

  	
  records
  of the Company.

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Winston & Strawn

  
	
   

  	
   

  	
  35 West Wacker Drive

  
	
   

  	
   

  	
  Chicago, Illinois
  60601-9703

  
	
   

  	
   

  	
  Attention: Mark Weisberg

  



 


or such other address as may hereafter be specified by
notice given pursuant to this Section. 
Date of service of any such notice shall be (w) the date such
notice is personally delivered, (x) two (2) business days after the
date of mailing if sent certified or registered mail, (y) one (1) business
day after the date of delivery to the overnight courier service if sent by
overnight courier, and (z) when sent, if sent by facsimile or other means
of electronic transmission, between 9:00 A.M. and 5:00 P.M. Central
time or the next business day thereafter if sent after 5:00 P.M. Central
time.


 


17.           No disparagement.  The Executive shall not, at any time
following the date of this Agreement, make or publish any derogatory,
unfavorable, negative, disparaging, false, damaging or deleterious written or
oral statements or remarks (including without limitation, the repetition or
distribution of derogatory rumors, allegations, or negative or unfavorable
reports or comments) regarding the Company or any of its affiliates,
stockholders or current or former officers, directors, employees, independent
contractors, or agents.  The Company’s
current officers (including any vice presidents or above) and members of its
current Board shall not, at any time following the date of this Agreement, make
any public statements or publish any derogatory, unfavorable, negative,
disparaging, false, damaging or deleterious written or oral statements or
remarks (including without limitation, the repetition or distribution of
derogatory rumors, allegations, or negative or unfavorable reports or comments)
about the Executive.  Nothing in this Section shall
be construed to limit the ability of Executive or the Company’s officers or
members of its Board to give truthful testimony pursuant to valid legal
process, including but not limited to, a subpoena, court order or a government
investigative matter.


 


18.           Section Headings.  Section headings contained in this
Agreement are for convenience of reference only and shall not affect the
meaning of any provision herein.


 


19.           Entire Agreement.  This
Agreement sets forth the entire understanding of the parties and supersedes all
previous and contemporaneous written or oral negotiations, commitments,
understanding and agreements relating to the specific subject matter contained
herein.  Any failure of the Company
or the Executive to demand full and complete adherence to one or more of this Agreement’s
terms, on one or more occasions, shall neither be construed as a waiver nor
deprive such party of the right at any time to insist upon strict
compliance.  The parties have entered
into this Agreement in the belief that its provisions are valid, reasonable,
and enforceable.  However, if any one or
more of the provisions contained in this Agreement 


 


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shall
be held to be unenforceable for any reason, such unenforceability shall not
affect any other provision of this Agreement, and this Agreement shall be
construed as if such unenforceable provision had never been contained
herein.  This Agreement shall be
construed according to its fair meaning, and not strictly for or against either
of the parties hereto.  Any modification
of this Agreement must be made in writing and signed by each of the parties
hereto.  This Agreement shall supersede
the Employment Agreement and any other agreement to which the Company and the
Executive are a party regarding termination of his employment with the Company,
including the Change in Control Agreement date as of September 19, 2008 by
and between Executive and the Company (the “change in Control Agreement”) or
severance plan or agreement.  Executive
acknowledges and agrees that the Change in Control Agreement shall terminate
and no longer be effective on the Effective Date.


 


20.           Enforcement.  The parties hereto agree that the Company and
its subsidiaries would be damaged irreparably in the event that any provisions
of Section 10 or 11 of this Agreement were not performed in accordance
with its terms or were otherwise breached and that money damages would be an
inadequate remedy for any such nonperformance or breach.  Accordingly, the Company and its successors
and permitted assigns shall be entitled, in addition to other rights and
remedies existing in their favor, including liquidated damages provided under Section 7,
to an injunction or injunctions to prevent any breach or threatened breach of
any such provisions and to enforce such provisions specifically (without
posting a bond or other security).  The
Executive agrees that he will submit himself to the personal jurisdiction of
the courts of the State of Illinois in any action by the Company to enforce any
provision of Section 10 or 11 of this Agreement.


 


21.           Arbitration.  Except as set forth in Section 20, any
dispute or controversy between Executive and the Company, whether arising out
of or relating to this Agreement, the breach of this Agreement, or otherwise,
the Company and the Executive agree to submit the dispute to non-binding
mediation.  The Company shall select the
mediator.  In the event such dispute can
not be settled by mediation, the dispute shall be submitted to arbitration
under the rules of (but not necessarily administered by) the American
Arbitration Association (“AAA”) in accordance with its Commercial
Arbitration Rules then in effect, and judgment on any award rendered by
the arbitrator may be entered in any court having jurisdiction thereof.  Any arbitration shall be held before a single
arbitrator who shall be selected by the agreement of the Company and Executive,
unless the parties are unable to agree to an arbitrator, in which case, the
arbitrator will be selected under the procedures of the AAA.  The arbitrator shall have the authority to
award any remedy or relief that a court of competent jurisdiction could order
or grant, including, without limitation, the issuance of an injunction.  However, either party may, without
inconsistency with this arbitration provision, apply to any court having
jurisdiction over the parties and seek interim provisional, injunctive or other
interim equitable relief until the arbitration award is rendered or the
controversy is otherwise resolved. 
Except as necessary in court proceedings to enforce this arbitration
provision or an award rendered hereunder, or to obtain interim relief, neither
a party nor an arbitrator may disclose the existence, content or results of any
arbitration hereunder without the prior written consent of both the Company and
Executive.  The Company and Executive
acknowledge that this Agreement evidences a transaction involving interstate
commerce.  Notwithstanding any choice of
law provision included in this Agreement, the United States Federal Arbitration
Act shall govern the interpretation and enforcement of this arbitration
provision.  The arbitration proceeding
shall be 


 


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conducted in Chicago,
Illinois or such other location to which the parties may agree.  The Company shall pay the costs of the
mediator and the arbitrator, but each party shall be responsible for their own
legal fees and costs.


 


22.           Governing Law.  This
Agreement shall be governed by and construed and enforced in accordance with
the internal laws of Illinois without regard to principles of conflict of
laws.  The parties hereto agree to the
exclusive jurisdiction of the state and federal courts of located in Cook
Country, Illinois for the purposes of any court proceeding arising out the this
Agreement.


 


23.           Withholding.  All payments required to be made by the
Company hereunder to the Executive shall be subject to withholding of such
amounts relating to taxes as the Company may reasonably determine it should
withhold pursuant to any applicable law or regulation.


 


24.           Section 409A
Compliance.  It is
intended that any amounts payable under this Agreement and the Company’s and
Executive’s exercise of authority or discretion hereunder shall comply with the
provisions of Section 409A so as not to subject the Executive to the
payment of interest or any tax penalty which may be imposed under Section 409A.  Notwithstanding anything contained herein to
the contrary, if, at the Executive’s separation from service, (i) Executive
is a specified employee as defined in Section 409A and (ii) any of
the payments or benefits provided hereunder constitute deferred compensation
under Section 409A, then, and only to the extent required by such
provisions, the date of payment of such payments or benefits otherwise provided
shall be delayed for a period of six (6) months following the separation
from service.


 


25.           Survival.  Sections 8, 10, 11, 12, 13, 19 and 20 of this
Agreement shall survive and continue in full force and effect in accordance
with their respective terms, notwithstanding any termination of the
Continuation Period.


 


*      *      *


 


Signature page follows.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first herein above written.


 


 


	
   

  	
  AON
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Ted T. Devine

  	
   

  	
  By:

  	
  /s/
  Peter Lieb

  
	
  TED T. DEVINE

  	
   

  	
  Its:

  	
  Executive Vice President and General Counsel

  



 


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ATTACHMENT A


 


GENERAL RELEASE OF ALL CLAIMS


 


1.             This document (the “General Release”)
is attached to, is incorporated into, and forms a part of the Transition
Agreement dated November 18, 2009 (the “Agreement”)
by and between Aon Corporation (the “Company”) and
Ted T. Devine (the “Executive”).  For valuable consideration, the adequacy of
which is hereby acknowledged, the undersigned the Executive, on his own behalf
and on behalf of his heirs, executors, administrators, successors,
representatives and assigns, does herein unconditionally release, waive, and
fully discharge Aon, its affiliates and subsidiaries (including successors and
assigns thereof) (collectively, the “Company”),
and all of their respective past, present and future employees, officers,
directors, agents, predecessors, administrators, representatives, attorneys,
and shareholders, and employee benefit plans, from any and all legal claims,
liabilities, suits, causes of action (whether before a court or an
administrative agency), damages, costs, attorneys’ fees, interest, injuries,
expenses, debts, or demands of any nature whatsoever, known or unknown,
liquidated or unliquidated, absolute or contingent, at law or in equity, which
were or could have been filed with any Federal, state, or local court, agency,
arbitrator or any other entity, based directly or indirectly on the Executive’s
employment with and separation from the Company or based on any other alleged
act or omission by or on behalf of the Company prior to the Executive’s signing
this General Release.  Without limiting
the generality of the foregoing terms, this General Release specifically
includes all claims based on the terms, conditions, and privileges of
employment, and those based on breach of contract (express or implied), tort,
harassment, intentional infliction of emotional distress, defamation,
negligence, privacy, employment discrimination, retaliation, discharge not for
just cause, constructive discharge, wrongful discharge, the Age Discrimination
in Employment Act, as amended (the “ADEA”),
Executive Order 11,141 (age discrimination), Title VII of the Civil Rights
Act of 1964, as amended, the Civil Rights Act of 1866 and 1871, 41 U.S.C. §1981
(discrimination), 29 U.S.C. §206(d)(1) (equal pay), Executive Order 11,246
(race, color, religion, sex and national origin discrimination), the National
Labor Relations Act, the Fair Labor Standards Act, the Americans with
Disabilities Act of 1990, the Family Medical Leave Act, the Immigration Reform
and Control Act, the Vietnam Era Veterans Readjustment Assistance Act,
§§503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), any
federal, state or local fair employment, human rights wage and hour laws and
wage payment laws, and any and all other Federal, state, local or other
governmental statutes, laws, ordinances, regulations and orders, under common
law.  This General Release shall not
waive or release any rights or claims that the Executive may have: (a) the
under any compensation or employee benefit plan, program or arrangement
(including, without limitation, obligations to the Executive under the
Agreement, any stock option, stock award or agreements or obligations under any
pension, deferred compensation or retention plan) provided by the Company where
the Executive’s compensation or benefits are intended to continue or the
Executive is to be provided with compensation or benefits, in accordance with
the express written terms of such plan, program or arrangement, beyond the
Termination Date (as defined in the Agreement); (b) rights to indemnification
the Executive may have under the Agreement, any other separate agreement
entered into with the Company, any directors and officers liability insurance,
the Company’s By-laws or Articles of Incorporation, (c) claims for
unemployment compensation pursuant to the terms of applicable state law; or (d) any
claims that arise on or after the effective date of this Release or cannot
otherwise be waived by law.


 


A-1

















 


2.             The Executive intends this General
Release to be binding on his successors, and the Executive specifically agrees
not to file or continue any claim in respect of matters covered by Section 1
above.  The Executive further agrees
never to institute any suit, complaint, proceeding, grievance or action of any
kind at law, in equity, or otherwise in any court of the United States or in
any state, or in any administrative agency of the United States or any state,
county or municipality, or before any other tribunal, public or private,
against the Company arising from or relating to his employment with or his
termination of employment from the Company and/or any other occurrences to the
date of this General Release, other than a claim challenging the validity of
this General Release under the ADEA or respecting any matters not covered by
this General Release.


 


3.             The Executive is further waiving
his right to receive money or other relief in any action instituted by him or
on his behalf by any person, entity or governmental agency in respect of
matters covered by this General Release. 
Nothing in this General Release shall limit the rights of any
governmental agency or the Executive’s right of access to, cooperation or
participation with any governmental agency, including without limitation, the
United States Equal Employment Opportunity Commission.  The Executive further agrees to waive his
rights under any other statute or regulation, state or federal, which provides
that a general release does not extend to claims which the Executive does not
know or suspect to exist in his favor at the time of executing this General
Release, which if known to him must have materially affected his settlement
with the Company.


 


4.             In further consideration of the
promises made by the Company in this General Release, the Executive
specifically waives and releases the Company from all claims the Executive may
have as of the date of this General Release, whether known or unknown, arising
under the ADEA.  The Executive further
agrees that:


 


(a)           the
Executive’s waiver of rights under this General Release is knowing and
voluntary and in compliance with the Older Workers Benefit Protection Act of
1990 (“OWBPA”);


 


(b)           the
Executive understands the terms of this General Release;


 


(c)           the
Company is hereby advising the Executive in writing to consult with an attorney
prior to executing this General Release;


 


(d)           the
Company is giving the Executive a period of twenty-one (21) days within which
to consider this General Release;


 


(e)           following
the Executive’s execution of this General Release, the Executive has seven (7) days
in which to revoke Executive’s release under the ADEA and OWBPA by written
notice.  An attempted revocation not
actually received by the Company prior to the revocation deadline will not be
effective;


 


(f)            the
provisions of this General Release with respect to ADEA and OWBPA shall be void
and of no force and effect if the Executive chooses to so revoke, and if 


 


A-2

















 


the Executive chooses not to so revoke shall become
effective and enforceable upon the expiration of the revocation period; and


 


(g)           notwithstanding
Executive’s revocation of the portions of this General Release covering the
ADEA and OWBPA, upon execution hereof all other provisions of this General
Release shall become effective and shall be irrevocable.


 


5.             This General Release does not waive
rights or claims that may arise after the date the Executive signs this General
Release.  To the extent barred by the
OWBPA, the covenant not to sue contained in Section 2 does not apply to
claims under the ADEA that challenge the validity of this General Release. The
Executive specifically acknowledges that, except as specifically described
above, it is his intention to release all claims known and unknown. If so
requested by the Company, and without the need for the Company to pay
additional consideration, the Executive agrees to sign another release in
substantially the same form as the present release, on or immediately after the
Termination Date (as defined in the Agreement).


 


6.             To revoke the portions of this
General Release covering the ADEA and OWBPA, the Executive must send a written
statement of revocation to the Company to the address provided in Section 16
of the Agreement.  The revocation must be
received no later than 5:00 p.m. on the seventh (7th) day following the
Executive’s execution of this General Release. 
If the Executive does not revoke, the eighth (8th) day following the
Executive’s acceptance will be the “effective date” of this General Release
with respect to the ADEA and OWBPA provisions, in all other regards, this
General Release shall be effective on the date this General Release is executed
by the Executive.


 


7.             Executive’s right to revoke is
limited to the ADEA and OWBPA and shall not be construed as a right to revoke
other provisions of this General Release. 
If Executive revokes his release of claims under the ADEA or OWBPA all
remaining terms of this General Release shall continue to have full force and
effect and the General Release shall continue to be enforceable as if the ADEA
and OWBPA release was severed, but the Company shall no longer be obligated to
provide the additional benefits under Section 8 of the Agreement and
Executive shall forfeit under the vesting of any equity awards under Section 6
and any Pledged Shares under Section 7 of the Agreement.


 


8.             This General Release shall be
governed by the internal laws (and not the choice of laws) of the State of
Illinois.


 


PLEASE
READ THIS AGREEMENT CAREFULLY.  IT
CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


 


 


	
  Date:

  	
  November 18,
  2009

  	
   

  	
  /s/
  Ted T. Devine

  
	
   

  	
  TED
  T. DEVINE

  



 


A-3
















 


ATTACHMENT B


 


PLEDGE AGREEMENT


 


THIS
PLEDGE AGREEMENT (this “Agreement”) is
made and entered into as of November 18, 2009, by and between TED T.
DEVINE, an individual resident in the State of Illinois (“Pledgor”),
and AON CORPORATION, a Delaware corporation (the “Secured
Party”).


 


W I T N E S S E T H:


 


WHEREAS,
Pledgor is the record and beneficial owner of certain issued and outstanding equity
awards consisting of restricted shares, restricted share units and performance
share units, granted by the Secured Party, as more specifically set forth on Schedule
A attached hereto (collectively, the “Equity Awards”);


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, Pledgor
and Secured Party are entering into a Transition Agreement (as hereafter
amended, modified or supplemented from time to time, the “Transition
Agreement”);


 


WHEREAS,
it is a condition precedent to the consummation of the transactions
contemplated by the Transition Agreement that Pledgor shall agree to pledge and
grant a first priority security interest to Secured Party in the shares of stock
of the Secured Party hereafter acquired by Pledgor pursuant to the vesting of the
Equity Awards (net of shares withheld to pay applicable taxes) to secure the
full and timely performance of Pledgor’s obligations to Secured Party under the
Transition Agreement, whether direct or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising (collectively, the “Secured Obligations”).


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


1.             Definitions.  Unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings specified in the Transition Agreement.


 


2.             Pledge. As security for the Secured Obligations, Pledgor
hereby pledges and grants to the Secured Party a continuing first priority
security interest, to become automatically effective upon the vesting of the
applicable underlying Equity Awards, in any and all:


 


(a)           shares of the stock of Secured Party issued to Pledgor
(net of after-tax withholding) pursuant to any of the Equity Awards, which
shares shall be set forth on Schedule B attached hereto and deemed
incorporated herein (collectively, the “Pledged Securities”),
and all proceeds, securities, dividends, rights and other property at any time
or from time to time received, receivable or otherwise distributed to Pledgor
in respect of or in exchange for the Pledged Securities; and


 


(b)           other property hereafter delivered to Pledgor in
substitution for or in addition to any of the foregoing, all certificates
evidencing such property and all proceeds, securities, dividends, rights and
other property at any time received, receivable or otherwise distributed in
respect of or in exchange for any or all thereof.


 

















 


All items referred to in clauses (a) and (b) of
this Section 2 are hereinafter collectively referred to as the “Collateral”.


 


3.             Endorsement and Delivery of the Pledged Securities.  Upon
issuance of any Pledged Securities, Pledgor shall immediately deliver or cause
to be delivered to the Secured Party the certificates, in transferrable form,
representing such Pledged Securities accompanied by an appropriate instrument
of assignment, in form and substance satisfactory to the Secured Party, duly
executed in blank (it being agreed that the Secured Party shall be under no
obligation to deliver any certificates representing the Pledged Securities to
Pledgor upon issuance thereof, but rather shall be entitled to retain such
certificates upon issuance in satisfaction of Pledgor’s delivery obligations
hereunder).


 


4.             Voting Power; Dividends.  So long as
there shall exist no condition, event or act which constitutes, or with notice
or lapse of time or both, would constitute, an Event of Default (as defined
below), Pledgor shall be entitled to (a) exercise any and all voting rights
with respect to the Pledged Securities and (b) receive and retain for its
own account any and all cash dividends and distributions made with respect to
the Pledged Securities which it is otherwise entitled to receive; provided, however, any and all stock and/or liquidating
dividends, distributions in property, returns on or in respect of the Pledged
Securities, whether resulting from a subdivision, combination or
reclassification of any of the Pledged Securities or received in exchange for
any of the Pledged Securities, or as a result of any merger, consolidation,
acquisition or other exchange affecting any of the Pledged Securities, and any
and all cash and other property received in exchange for any Collateral shall
be and become part of the Collateral pledged hereunder and, if received by
Pledgor, shall forthwith be delivered to the Secured Party (accompanied, if
appropriate, by proper instruments of assignment and/or stock powers executed
by Pledgor in accordance with the Secured Party’s instructions) to be held
subject to the terms of this Agreement.


 


5.             Representations, Warranties and Covenants of Pledgor. 
Pledgor hereby makes the following representations, warranties and
covenants to the Secured Party, which representations, warranties and covenants
shall survive the execution and delivery of this Agreement:


 


(a)           Pledgor has good title to all of the Equity Awards
and, upon issuance, will have good title to all of the Pledged Securities, free
and clear of all liens, charges, adverse claims, encumbrances, preferential
arrangements or restrictions of any kind whatsoever, other than any lien or
security interest created or granted hereunder;


 


(b)           Pledgor has not taken and shall not take or permit to
be taken any action, to the extent such action is within his control, which
would impair the value of the Collateral or of any part thereof or the security
intended to be afforded by this Agreement;


 


(c)           there are no commitments, options, contracts or other
arrangements under which Pledgor is or may become obligated to sell, pledge or
otherwise dispose of the Equity Awards or any of the Pledged Securities; and


 


2

















 


(d)           upon delivery of the certificates representing the
Pledged Securities to the Secured Party in accordance with Section 3 hereof,
the Secured Party will have a valid, perfected first priority security interest
in the Pledged Securities.


 


6.             Additional Covenants of Pledgor. 
Pledgor hereby further covenants to the Secured Party that so long as
the Transition Agreement remains in effect:


 


(a)           Pledgor will deliver to the Secured Party, from time
to time upon request of the Secured Party, such stock powers and similar
documents with respect to the Collateral, in form and substance satisfactory to
the Secured Party; and


 


(b)           Pledgor will not assign, sell or otherwise transfer,
further pledge, hypothecate, otherwise encumber or dispose of all or any
portion of the Pledged Securities.


 


7.             Default.  Under the
terms of this Agreement, an “Event of Default”
shall be deemed to have occurred upon the occurrence of any of the following
events so long as the Transition Agreement remains in effect:


 


(a)           the occurrence of a default or breach by Pledgor in
its obligations or covenants pursuant to Sections 8, 10 or 11 of the Transition
Agreement;


 


(b)           if Pledgor shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of all or a substantial part of his property, (ii) be
generally unable to pay his debts as they become due, (iii) make a general
assignment for the benefit of creditors, (iv) commence a voluntary case
under the federal bankruptcy laws (as now or hereafter in effect), (v) call
or suffer to be held a meeting of his creditors, (vi) file a petition
seeking to take advantage of any law providing for the relief of debtors, (vii) enter
into any composition, arrangement, consolidation, trust mortgage or similar
agreement with or for the benefit of creditors, or (viii) take any action
for the purpose of effecting any of the foregoing;


 


(c)           a case, proceeding or similar action shall be
commenced, with or without the application or consent of Pledgor, as the case
may be, seeking the liquidation or readjustment of Pledgor’s debts, the
appointment of a trustee, receiver, custodian, liquidator or the like of
Pledgor or all or a substantial part of his assets, or any similar action with
respect to Pledgor under the federal bankruptcy laws (as now or hereafter in
effect) or any other laws relating to bankruptcy, insolvency, reorganization,
winding up or composition or adjustment of debt, or an order for relief against
Pledgor shall be entered in an involuntary case under such bankruptcy laws;


 


(d)           the making of any levy, distraint or attachment in
favor of any taxing authority against Pledgor or any of his property;


 


(e)           a breach of or default under any representation,
warranty, covenant or agreement set forth herein.


 


3

















 


Prior to enforcing any remedies under Section 8
hereof following an Event of Default, the Secured Party shall give Pledgor
written notice of such Event of Default (a “Default
Notice”) and if such Event of Default is curable, Pledgor shall have
five (5) business days following the date of such Default Notice to cure
such Event of Default.  Except as
provided in the foregoing sentence, the Secured Party’s rights and remedies
hereunder shall not be affected by any failure or delay in providing a Default
Notice hereunder.


 


8.             Remedies.


 


(a)           The Secured Party shall have, in addition to any other
rights given under this Agreement or by law, all of the rights and remedies
with respect to the Collateral of a secured party under the Uniform Commercial
Code as in effect from time to time in the State of Illinois.  In addition, following the occurrence of an
Event of Default, the Secured Party shall have such powers of sale and other
powers as may be conferred by applicable law. 
In furtherance and not in limitation of the foregoing, the parties agree
that following any Event of Default the Collateral shall be deemed forfeited
and surrendered by Pledgor any may be cancelled by Secured Party.


 


(b)           The fair market value of the Collateral (in the event
of a cancelation of the Pledged Securities) or the net proceeds received by the
Secured Party (in the event of a sale or other disposition of the Pledged
Securities), if any, shall be deemed liquidated damages payable to Secured
Party in respect of damages suffered by Secured Party as a result of the breach
or default by Pledgor of his obligations under the Transition Agreement.


 


(c)           With respect to the actions described in this Section 8,
Pledgor hereby irrevocably constitutes and appoints the Secured Party as its
proxy and attorney-in-fact with full power of substitution and acknowledges
that the constitution and appointment of such proxy and attorney-in fact are
coupled with an interest and are irrevocable.


 


9.             Term; Release of Collateral. 
This Agreement shall remain in full force and effect until the earlier
to occur of (a) November 17, 2012 and (b) a release in writing
signed by the Secured Party; provided, however,
that so long as there shall exist no condition, event or act which constitutes,
or with notice or lapse of time or both, would constitute, an Event of Default,
the Collateral shall be released as follows: (i) 25% of the Pledged
Securities on December 31, 2010; (ii) 25% of the Pledged Securities on
December 31, 2011; and (iii) 50% of the Pledged Securities on November 17,
2012.  Upon the termination of this
Agreement with respect to any Collateral as provided above, the Secured Party will
promptly release the security interest and liens in such Collateral created
hereunder and will deliver the applicable Collateral (as then constituted) to
the Pledgor.


 


10.           Limitation on Duties Regarding Collateral. Secured Party’s sole duty with respect
to the custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the Uniform Commercial Code in effect
in any jurisdiction with respect to the Liens created hereby, shall be to deal
with it in the same manner as Secured Party deals with similar securities and
property for its own account.  Neither
Secured Party nor any of its directors, officers, employees or agents shall be
liable for failure to demand, collect or realize 


 


4

















 


upon any of the Collateral or for any delay in doing
so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of Pledgor or otherwise.


 


11.           Powers Coupled with an Interest. All authorizations and agencies herein
contained with respect to the Collateral are irrevocable and powers coupled
with an interest.


 


12.           Further Assurances.  Pledgor
agrees that he will cooperate with the Secured Party and will execute and
deliver, or cause to be executed and delivered, all such other stock powers,
proxies, instruments and documents, and will take all such other action,
including, without limitation, the filing of financing statements, as the Secured
Party may reasonably request from time to time in order to carry out the
provisions and purposes of this Agreement.


 


13.           Notices.  All notices,
requests, claims, demands and other communications hereunder shall be in
writing and shall be given or made in the manner and to the addresses of the
parties provided in Section 16 of the Transition Agreement.


 


14.           Gender, Number and Headings. The masculine, feminine or neuter
pronouns used herein shall be interpreted without regard to gender, and the use
of the singular or plural shall be deemed to include the other whenever the
context so requires. The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or control or affect
the meaning of this Agreement.


 


15.           Waivers, Amendments, Interpretation. 
None of the terms or provisions of this Agreement may be waived,
altered, modified or amended except by an instrument in writing which is duly
executed by Pledgor and the Secured Party. 
Any such waiver shall be valid only to the extent set forth
therein.  A waiver by the Secured Party or
the Pledgor of any right or remedy under this Agreement on any one occasion
shall not be construed as a waiver of any right or remedy which the Secured
Party or the Pledgor would otherwise have on any future occasion.  No failure to exercise or delay in exercising
any right, power or privilege under this Agreement on the part of the Secured
Party or Pledgor shall operate as a waiver thereof; and no single or partial exercise
of any right, power or privilege under this Agreement shall preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege. This Agreement shall be construed according to its fair meaning, and
not strictly for or against either of the parties hereto.  Any modification of this Agreement must be
made in writing and signed by each of the parties hereto.


 


16.           Successors and Assigns.  This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective personal and legal representatives, successors and
assigns. This Agreement and the rights and duties of Pledgor hereunder may not
be assigned or delegated without the prior written consent of the Secured
Party.


 


17.           Severability.  If any
provision of this Agreement is prohibited by or unenforceable under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


 


18.           Arbitration.  Except as set
forth in Section 19, any dispute or controversy between Pledgor and
the Secured Party, whether arising out of or relating to this Agreement, the
breach of 


 


5

















 


this Agreement, or otherwise, shall be submitted to
non-binding mediation.  The Secured Party
shall select the mediator.  In the event
such dispute can not be settled by mediation, the dispute shall be submitted to
arbitration under the rules of (but not necessarily administered by) the
American Arbitration Association (“AAA”) in
accordance with its Commercial Arbitration Rules then in effect, and
judgment on any award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.  Any
arbitration shall be held before a single arbitrator who shall be selected by
the agreement of Pledgor and the Secured Party, unless the parties are unable
to agree to an arbitrator, in which case, the arbitrator will be selected under
the procedures of the AAA.  The
arbitrator shall have the authority to award any remedy or relief that a court
of competent jurisdiction could order or grant, including, without limitation,
the issuance of an injunction.  However,
either party may, without inconsistency with this arbitration provision, apply
to any court having jurisdiction over the parties and seek interim provisional,
injunctive or other interim equitable relief until the arbitration award is
rendered or the controversy is otherwise resolved.  Except as necessary in court proceedings to
enforce this arbitration provision or an award rendered hereunder, or to obtain
interim relief, neither a party nor an arbitrator may disclose the existence,
content or results of any arbitration hereunder without the prior written
consent of both Pledgor and the Secured Party. 
Pledgor and the Secured Party acknowledge that this Agreement evidences
a transaction involving interstate commerce. 
Notwithstanding any choice of law provision included in this Agreement,
the United States Federal Arbitration Act shall govern the interpretation and
enforcement of this arbitration provision. 
The arbitration proceeding shall be conducted in Chicago, Illinois or
such other location to which the parties may agree.  The Secured Party shall pay the costs of the
mediator and the arbitrator, but each party shall be responsible for their own
legal fees and costs.


 


19.           Governing Law;
Jurisdiction.  This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of Illinois without
regard to principles of conflict of laws. 
The parties hereto agree to the exclusive jurisdiction of the state and
federal courts of located in Cook Country, Illinois for the purposes of any
court proceeding arising out the this Agreement.


 


20.           Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.


 


Signature page follows.


 


6

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.


 


	
   

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TED T. DEVINE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SECURED PARTY:

  
	
   

  	
   

  
	
   

  	
  AON CORPORATION, a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[SIGNATURE PAGE TO PLEDGE AGREEMENT]


 

















 


SCHEDULE
A


 


Equity Awards


 


2007 ISP 5,423 shares vesting 2/15/2010


 


2008 ISP 3,835 shares vesting 2/22/2010


 


2009 ISP 1,848 shares vesting 2/24/2010


 


07 LPP2 60,648 shares award  2/25/2010


 


05 RSU 10,000 shares vesting 5/02/2010


 

















 


SCHEDULE
B


 


Pledged Securities


 


(to be
completed upon vesting of Equity Awards)


 


	
  Security

  	
   

  	
  Date of Issuance

  	
   

  	
  Certificate No.

  	
   

  	
  Number of Shares