Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


This Employment
Agreement (this “Agreement”) is dated and effective as of  January 22, 2010 (the “Effective Date”)
between Aon Corporation, a Delaware corporation (the “Company”), and Baljit
Dail (the “Executive”).


 


WHEREAS, the
Company desires to continue to employ the Executive, and the Executive desires
to continue to serve and to be employed by the Company, upon the terms and
subject to the conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein, the
parties hereby agree as follows:


 


1.  Employment Term; Title; Responsibilities; Outside
Activities.


 


(a)           Employment Term; Title.  The Company, directly and through its subsidiaries Aon
Consulting Worldwide, Inc. and Aon Benfield, has employed the Executive in
various roles since November 1, 2006 pursuant to the Employment Agreement
between the Executive and Aon Corporation dated as of such date (the “2006
Employment Agreement”).  The Company will
continue to employ the Executive under the current titles of Chief Executive
Officer — Aon Consulting Worldwide, Inc. and Chief Operating Officer — Aon
Benfield, or in a comparable senior executive capacity for an extended term
(the “Term of Employment”) beginning on the Effective Date and ending on April 30,
2013, unless renewed pursuant to Section 3 hereof, or terminated during
the Term of Employment as fully set forth in Section 3.  For purposes of this Agreement, a “comparable
senior executive capacity” means a level 1A position with the Company.


 


(b)           Responsibilities.  The Executive will report to the Chairman of Aon
Consulting Worldwide, Inc. (the “ACW Chairman”) and the Chief Executive
Officer of Aon Benfield (the “AB CEO”), but it will not be a breach of this
Agreement if the reporting structure is changed by the Company; provided,
however, that should the Executive no longer serve in a comparable senior
executive capacity, as defined in Section 1(a) above, the Executive
will have Good Reason to terminate his employment pursuant to sub-section (a) of
the definition of Good Reason set forth in Section 3(b)(ii), and receive
the termination benefits set out in Section 3(b)(ii) for termination
by the Executive with Good Reason.  The
Executive will have the authority and responsibility typically associated with
a similar global executive position at a publicly-traded company.   The Executive will also perform such other
duties (not inconsistent with the Executive’s titles) on behalf of the Company
and its subsidiaries as may from time to time be authorized or directed by the
ACW Chairman or AB CEO.


 


(c)           Outside Activities. 
The Executive may engage in charitable, civic or community activities
and, with the prior approval of the ACW Chairman or AB CEO, may serve as a
director of any other business corporation, provided that (i) such
activities or service


 


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do not interfere with the Executive’s duties hereunder
or violate the terms of any of the covenants contained in Sections 6, 7 or 8
hereof and (ii) such other business corporation provides the Executive
with director and officer insurance coverage which, in the opinion of the
Company, is adequate under the circumstances.


 


2.  Compensation during Term of Employment.


 


(a)           Base Salary. 
During the Term of Employment, the Company will pay to the Executive a
base salary at the rate of $800,000 per year (“Base Salary”), payable
semi-monthly in accordance with the Company’s executive payroll policy.  Such Base Salary will be reviewed annually on
the Company’s regular executive salary review schedule, and will be subject to
increase (but not decrease) at the discretion of the Company’s Chief Executive
Officer (“CEO”) and the Organization and Compensation Committee of the Company’s
Board of Directors (the “Compensation Committee”), which increased amount will
be thereafter the Executive’s “Base Salary” for all purposes hereunder.


 


(b)            Annual Incentive Compensation. 
The Executive will be eligible to participate in the annual incentive
compensation program for the Company’s senior executives in accordance with the
provisions of such program, as amended from time to time.  For performance during calendar year 2009 and
later years, the Executive’s target bonus will be 100% of the Executive’s Base
Salary in effect at the end of such year and the maximum bonus will be 300% of
the Executive’s Base Salary. The Executive acknowledges and agrees that the
annual incentive compensation awards earned hereunder will be subject to
payment pursuant to and in accordance with the Aon Incentive Stock Program,  payable in a combination of cash and restricted stock units
of Aon Corporation common stock (“RSUs”), if applicable.


 


(c)              Long-Term Incentive
Compensation.  The Executive will be eligible to
participate in the long-term incentive compensation programs for the Company’s
senior executives in accordance with the provisions of such programs, as
amended from time to time.


 


(d)              Employee Benefits. 
During the course of employment, the Executive will be entitled to
participate in the Company’s employee benefit plans generally available to
senior executives of the Company. 
Nothing in this Agreement will require the Company to establish,
maintain or continue any of the benefits already in existence or hereafter
adopted for executives of the Company and nothing in this Agreement will
restrict the right of the Company to amend, modify or terminate such programs.


 


(e)              Vacation Time.  The Executive will be entitled to paid
vacation time in accordance with usual Company policies and procedures. The
Company will not pay the Executive any additional compensation for any vacation
time not used by the Executive except as required by law.


 


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(f)         Expense Reimbursement.  In accordance with Company policies and
procedures and on prescribed Company forms, the Company will reimburse the
Executive for all proper expenses incurred by the Executive in the performance
of his duties hereunder.


 


3.  Renewal; Termination.


 


(a)         Renewal.  This Agreement may be renewed upon (i) the
issuance by the Company of a notice of renewal (“Notice of Renewal”) to the
Executive at least six (6) months prior to the end date of the Term of
Employment or any renewal period thereof and (ii) the written acceptance
of the Notice of Renewal by the Executive within (60) days thereafter.


 


(b)        Termination.


 


(i)  Death or Disability. 
This Agreement will be terminated immediately upon the death or total
disability of the Executive (as defined under the Aon Long Term Disability Plan
or its successor plan) or in the event that the Executive becomes otherwise
disabled through any illness, injury, accident or condition of either a
physical or psychological nature so as to be unable to perform substantially
all of the Executive’s duties and responsibilities for one hundred eighty (180)
consecutive calendar days; provided, however, in addition to the other amounts
expressly provided herein, (A) in the event of the Executive’s death
during the Term of Employment the Company will pay to the Executive’s estate an
amount equal to the Base Salary for the remainder of the full term in
accordance with the Company’s normal payroll schedule, reduced by the amount of
any benefit paid under any individual or group life insurance policy maintained
by the Company for the benefit of the Executive, and (B) in the event of
the Executive’s total disability (i) an amount equal to the Base Salary
will be paid for the remainder of the full term in accordance with the Company’s
normal payroll schedule, reduced by the amount of any benefit payable under any
disability insurance policy maintained by the Company for the benefit of the
Executive, plus (ii) a pro rata bonus for the year in which such
termination of employment occurs equal to the total value of the bonus (i.e.
cash portion plus RSU portion) paid to the Executive for the year prior to the
year of termination multiplied by the ratio of the number of days the Executive
was employed during the year of termination divided by 365.


 


(ii)         Without Cause  or for Good Reason.   This Agreement may be terminated by the
Company without cause on no less than three hundred sixty-five (365) days
advance notice by the Company or by the Executive without cause on no less than
forty-five (45) days, but no more than 365 days, advance notice to the Company
or by the Executive for Good Reason.  The
notice from either party will specify the effective date of the Executive’s
employment termination (the “Termination Date”).  If terminated without cause by the Company or
for Good Reason by the Executive, the Company will pay to the Executive all
accrued but unpaid Base 


 


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Salary and
benefits as of the date such notice of termination is delivered (the “Notice
Date”).  In addition, if this Agreement
is terminated without cause by the Company or for Good Reason by the Executive,
so long as the Executive continues to abide by the provisions of Sections 4(b),
4(c) and 6 herein notwithstanding any expiration of the period specified
therein, the Company will continue to pay to the Executive an amount equal to
the Base Salary as and when it would be paid to its executives generally
through the Termination Date. On the Termination Date, the Company will provide
the Executive with a cash payment equal to the Executive’s annual Base Salary
as of the Notice Date.


 


As used herein, “Good
Reason” will mean any of the following which remains uncured by the Company for
twenty (20) days after the Notice Date: (a) a substantial adverse alteration
in the then-current responsibilities of the Executive in a manner not
contemplated under Section 1 hereof; (b) any material breach of this
Agreement by the Company, including any purported termination of the Executive’s
employment which breaches this Agreement; (c) a change by the Company in
the location at which the Executive is required to perform his principal duties
hereunder to offices that are not located in the Chicago greater metropolitan
area; or (d) the failure of the Company to obtain from any successor or
transferee of the Company or its subsidiaries an express written and
unconditional assumption of the Company’s obligations under this Agreement.


 


Notwithstanding
anything to the contrary in this Section 3(b)(ii), the Company may require
the Executive to leave Company premises immediately on the Notice Date. Such a
requirement will not relieve the Company of its obligations herein, including
its obligation to continue Base Salary and benefits through the Termination
Date.


 


In the event the
Executive terminates this Agreement without cause or Good Reason, the Company
will only be required to pay or provide to the Executive all accrued but unpaid
Base Salary and benefits as of the date of such termination.


 


(iii)        For Cause.  The Company may at any time during the
initial Term of Employment and during any renewals thereof, terminate this
Agreement for “cause”, effective immediately by written notice of termination
given to the Executive setting forth the basis for such termination.  For the purposes of this Agreement, “cause”
will mean the Executive’s: (A) performing an act of dishonesty, fraud,
theft, embezzlement, or misappropriation involving the Executive’s employment
with the Company, or breach of the duty of loyalty to the Company; (B) performing
an act of race, sex, national origin, religion, disability, or age-based
discrimination, or sexual harassment, which after investigation, counsel to the
Company reasonably concludes will result in liability being imposed on the
Company and/or the Executive; (C) material violation of the Company’s 


 


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written  policies and procedures including, but not
limited to, the Aon Code of Business Conduct and the Aon Code of Ethics; (D) material
non-compliance with the terms of this Agreement, including but not limited to
Sections 4 and 6;  or (E) admission
or conviction of, or a plea of nolo contendere, to a felony or any crime
involving moral turpitude or misrepresentation.


 


In the event of a
termination for “cause,” the Company will only be required to pay or provide to
the Executive all accrued but unpaid Base Salary and benefits as of the date of
such termination.


 


(iv)  As of
the effective date of termination, the Executive agrees that the Secretary of
the Company may, as an irrevocable proxy and in the Executive’s name and stead,
execute all documents and things which the Company deems necessary and
desirable to effect the Executive’s resignation as an officer or director of
the Company and its subsidiaries and affiliates.


 


(v)  Upon the
effective date of termination, or other expiration of this Agreement, the
obligations of the parties under this Agreement, other than the Executive’s
obligations under Sections 3(c), 4, 5, 6, and 8(e) and the Company’s obligations
under Section 3(b), will cease; provided further that any other provision
which contemplates performance or observance by either or both parties
subsequent to any termination of this Agreement will survive any termination of
this Agreement and continue in full force and effect.


 


(vi) 
Any agreement herein by the Company to continue to pay Base Salary or any other
benefits after the termination of employment will be reduced by any benefits
provided by the Aon Severance Plan.


 


(vii) 
For purposes of this Agreement, the terms “retirement,” “termination of
employment,” “terminated,” “termination,” “this Agreement will be terminated”
and variations thereof, as used in this Agreement, are intended to mean a
termination of employment that constitutes a “separation from service” under Section 409A
of the Internal Revenue Code of 1986, as amended (“Code Section 409A”).


 


(c)         The Executive agrees that, prior to the commencement
of any new employment in the insurance, employee benefits, or human resources
outsourcing business, the Executive will furnish the prospective new employer
with a copy of this Agreement.  The
Executive also agrees that the Company may advise any prospective new employer
of the Executive of the existence and terms of this Agreement and furnish the
prospective new employer with a copy of this Agreement.


 


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4.    Noncompetition; Nonsolicitation.


 


(a)             General. 
The Executive acknowledges that in the course of his employment with the
Company, and any predecessor company or affiliated company, the Executive has
and will become familiar with trade secrets and other confidential information
concerning the Company and its subsidiaries and that the Executive’s services
will be of special, unique and extraordinary value to the Company and its
affiliates.


 


(b)              Noncompetition. 
Subject to the exceptions set forth in Section 4(d) below, the
Executive agrees that during the Term of Employment  and for a period of two years beginning on
the effective date of the Executive’s termination of employment (the “Noncompetition
Period”) the Executive will not in any manner, directly or indirectly, through
any person, firm or corporation, alone or as a member of a partnership or as an
officer, director, stockholder, investor or employee of or consultant to any
other corporation or enterprise or otherwise, engage or be engaged, or assist
any other person, firm, corporation or enterprise in engaging or being engaged,
in any business, in which the Executive was involved or had knowledge, being
conducted by, or contemplated by, the Company or any of its subsidiaries as of
the termination of the Executive’s employment in any geographic area in which
the Company or any of its subsidiaries is then conducting such business.


 


(c)           Nonsolicitation. 
The Executive further agrees that during the Noncompetition Period the
Executive will not in any manner, directly or indirectly, induce or attempt to
induce any employee of the Company or any of its subsidiaries to terminate or
abandon his employment with the Company for any purpose whatsoever.


 


(d)              Exceptions.   Section 4(b) shall
not apply if, after termination of employment, the Executive is employed by
Deloitte or a substantially similar consulting firm, provided that the
Executive will not personally sell or direct the solicitation of, or personally
provide or directly supervise the provision of, employee benefits consulting,
human capital or human resources outsourcing services to any clients or
customers of the Company or any of its subsidiaries; however, Section 4(b) will
apply if the Executive is employed by Mercer Consulting or one of its
affiliates or any other similar consulting firm which is predominantly in the
business of employee benefits consulting, human capital  or human resources outsourcing services.  Nothing in this Section 4 will prohibit
the Executive from being (i) a stockholder in a mutual fund or a
diversified investment company or (ii) a passive owner of not more than
two percent of the outstanding stock of any class of a corporation, any
securities of which are publicly traded, so long as the Executive has no active
participation in the business of such corporation.


 


(e)              Reformation. 
If, at any time of enforcement of this Section 4, a court holds
that the restrictions stated herein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances will be substituted for
the stated period, scope or area and that the court will be


 


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allowed to revise the restrictions contained herein to
cover the maximum period, scope and area permitted by law.  This Agreement will not authorize a court to
increase or broaden any of the restrictions in this Section 4.


 


(f)               Consideration; Breach. 
The Company and the Executive agree that the payments to be made, and
the benefits to be provided, by the Company to the Executive pursuant to Section 3
hereof will be made and provided in consideration of the Executive’s agreements
contained in Section 4 hereof.  In
the event that the Company determines that the Executive has committed a
material breach of any provision of Section 4 hereof, on written notice to
the Executive setting forth the basis for such determination, the Company will
be entitled immediately to terminate making all remaining payments and
providing all remaining benefits pursuant to Section 3 hereof and upon
such termination the Company will have no further liability to the Executive
under this Agreement; provided, however, that if a court of law determines that
no such material breach occurred, the Company will be obligated to make such
payments in a timely manner.


 


5.  Company’s Right to Injunctive Relief.


 


The Executive
acknowledges that the Executive’s services to the Company are of a unique
character which gives them a special value to the Company, the loss of which
cannot reasonably or adequately be compensated in damages in an action at law,
and that a breach of Section 4 or 6 of this Agreement will result in
irreparable and continuing harm to the Company and that therefore, in addition
to any other remedy which the Company may have at law or in equity, the Company
will be entitled to injunctive relief for a breach of this Agreement by the
Executive.


 


6.  Trade Secrets and Confidential Information;
Inventions.


 


(a)              Trade Secrets and Confidential
Information.  The Executive acknowledges that the
Company’s business depends to a significant degree upon the possession of
information which is not generally known to others, and that the profitability
of the business of the Company requires that this information remain
proprietary to the Company.


 


The Executive will not, except as required in the
course of employment by the Company, disclose or use during or subsequent to
the course of employment, any trade secrets or confidential or proprietary
information relating to the business of the Company of which the Executive
becomes aware by reason of being employed by the Company or to which the
Executive gains access during his employment by the Company and which has not
been publicly disclosed (other than by the Executive in breach of this
provision).  Such information includes
client and customer lists, data, records, computer programs, manuals,
processes, methods and intangible rights which are either developed by the
Executive during the course of employment or to which the Executive has
access.  All records and equipment and
other materials relating in any way to any confidential information relating to
clients or to the 


 


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business of the Company or Aon Group will be and
remain the sole property of the Company during and after the end of employment.


 


Upon
termination of employment, the Executive will promptly return to the Company
all materials and all copies or tangible embodiments of materials involving any
confidential information in the Executive’s possession or control.


 


(b)              Inventions.  The Executive hereby assigns to the Company his entire
right, title and interest in and to all discoveries and improvements,
patentable or otherwise, trade secrets and ideas writings and copyrightable
material, which may be conceived by the Executive or developed or acquired by
the Executive during the Term of Employment, which may pertain directly or
indirectly to the business of the Company or any of its affiliates, parent
companies, or subsidiaries. The Executive agrees to disclose fully all such
developments to the Company upon its request, which disclosure will be made in
writing promptly following any such request. The Executive will upon the
Company’s request, execute, acknowledge and deliver to the Company all
instruments and do all other acts which are necessary or desirable to enable
the Company or any of its affiliates, parent companies, or subsidiaries to file
and prosecute applications for, and to acquire, maintain and enforce, all
patents, trademarks, and copyrights in all countries.


 


7.  Mergers and Consolidations; Assignability.


 


The rights and
obligations under this Agreement will inure to the benefit of and be binding
upon the Company and its successors and assigns so long as any assignee,
successor or transferee of the Company or its subsidiaries has provided an
express written and unconditional assumption of the Company’s obligations under
this Agreement.  By way of explanation,
and without limiting the generality of the foregoing sentence, if the Company
or Aon Consulting Worldwide, Inc. or any entity resulting from any merger
or consolidation referred to in this Section 7 is merged with or consolidated
into any other entity or entities, or if substantially all of the assets of the
Company or Aon Consulting Worldwide, Inc. or any such entity are sold or
otherwise transferred to another entity, the provisions of this Agreement will
be binding upon and will inure to the benefit of the continuing entity in or
the entity resulting from such merger or consolidation or the entity to which
such assets are sold or transferred. 
This Agreement will not be assignable by the Executive, but in the event
of the Executive’s death it will be binding upon and inure to the benefit of
the Executive’s legal representatives to the extent required to effectuate its
terms.


 


8.  Miscellaneous.


 


(a)              Integration; Amendment;
Counterparts.  Except as is otherwise provided herein, this
Agreement contains all of the terms and conditions agreed upon by the parties
relating to the subject matter of this Agreement and supersedes all prior and
contemporaneous 


 


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agreements, negotiations,
correspondence, undertakings and communications of the parties, whether oral or
written, respecting the subject matter of this Agreement.


 


This Agreement may
not be amended, altered or modified without the prior written consent of both
parties and such instrument must acknowledge that it is an amendment or
modification of this Agreement.


 


This Agreement may
be executed in two counterparts, each of which will be deemed an original and
both of which together will constitute one and the same instrument.


 


(b)              Waiver. 
Waiver of any term or condition of this Agreement by any party will not
be construed as a waiver of a subsequent breach or failure of the same term or
condition, or a waiver of any other term or condition of this Agreement.  Any waiver must be in writing.


 


(c)              Captions.  The captions in this Agreement are not part of
its provisions, are merely for reference and have no force or effect.  If any caption is inconsistent with any
provision of this Agreement, such provision will govern.


 


(d)              Governing Law. The validity, interpretation,
construction, performance, enforcement and remedies of, or relating to, this
Agreement, and the rights and obligations of the parties hereunder, will be
governed by and construed in accordance with the substantive laws of the State
of Illinois, without regard to the conflict of law principles, rules or
statutes of any jurisdiction.


 


(e)              Agreement To Be Available In
Future Proceedings.  During the period of employment, and after
employment termination, the Executive agrees, subject to the advice of legal
counsel, to voluntarily make himself available to the Company and its legal
counsel, at the Company’s request, without the necessity of obtaining a
subpoena or court order, in the Company’s investigation, preparation, prosecution
and/or defense of any actual or potential legal proceeding, regulatory action,
or internal matter.  Subject to the
advice of legal counsel, the Executive agrees to provide any information
reasonably within the Executive’s recollection. 
The Company will provide the Executive an hourly rate of $480 as
compensation for time expended under this section, and will reimburse the
Executive for reasonable out-of-pocket expenses actually incurred as a result
of such requests, or, at the Company’s option, will arrange to advance the
Executive’s expenses or incur such expenses directly.  Payment or reimbursement of the Executive’s
expenses will be made promptly and in no event later than December 31 of
the year following the year in which such expenses were incurred, and the
amount of such expenses eligible for payment or reimbursement, or in-kind
benefits provided, in any year will not affect the amount of such expenses
eligible for payment or reimbursement, or in-kind benefits to be provided, in
any other year.  Additionally, any right
to expense reimbursement or in-kind benefits will not be subject to liquidation
or exchange for another benefit.


 


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(f)               Severability.  Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held by a court of
competent jurisdiction to be prohibited or unenforceable for any reason, such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.


 


(g)              Notice. 
All notices given hereunder will be in writing and will be sent by
registered or certified mail or delivered by hand and, if intended for the
Company, will be addressed to it or delivered to it at its principal office for
the attention of the Secretary of the Company. 
If intended for the Executive, notices will be delivered personally or
will be addressed (if sent by mail) to the Executive’s then current residence
address as shown on the Company’s records, or to such other address as the
Executive directs in a notice to the Company. 
All notices will be deemed to be given on the date received at the
address of the addressee or, if delivered personally, on the date delivered.


 


(h)              Prohibition on Acceleration of
Payments.  The time or schedule of any payment or
amount scheduled to be paid pursuant to the terms of this Agreement, including
but not limited to any restricted stock unit or other equity-based award,
payment or amount that provides for the ‘deferral of compensation’ (as such
term is described under Code Section 409A), may not be accelerated except
as otherwise permitted under Code Section 409A and the guidance and Treasury
regulations issued thereunder.


 


(i)               Code Section 409A.  The parties intend that this Agreement and the
benefits provided hereunder be interpreted and construed to comply with Code Section 409A
to the extent applicable thereto. The time and form of payment of incentive
compensation, disability benefits, severance payments, expense reimbursements
and payments of in-kind benefits described herein will be made in accordance
with the applicable sections of this Agreement, provided that with respect to
termination of employment for reasons other than death, the payment at such
time can be characterized as a “short-term deferral” for purposes of Code Section 409A
or as otherwise exempt from the provisions of Code Section 409A, or if any
portion of the payment cannot be so characterized, and the Executive is a “specified
employee” under Code Section 409A, such portion of the payment will be
delayed until the earlier to occur of the Executive’s death or the date that is
six months and one day following the Executive’s termination of employment (the
“Delay Period”).  Upon the expiration of
the Delay Period, all payments and benefits delayed pursuant to this section
will be paid or reimbursed to the Executive in a lump sum, and any remaining
payments due under this Agreement will be payable at the same time and in the
same form as such amounts would have been paid. 
Further, if the Executive is a “specified employee” and if any
equity-based awards granted to the Executive by the Company, pursuant to this
Agreement or otherwise, continue to vest upon the Executive’s termination of
employment, and are deemed a “deferral of compensation” (as such term is
described under Code Section 409A), the equity-based awards will not be
settled or released until the expiration of the Delay Period.  For purposes of applying the provisions of
Code Section 409A, each separately identifiable amount to which the
Executive is entitled will 


 


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be treated as a
separate payment.  In addition, the
disability benefits and severance payments will be treated as a series of
separate payments.


 


Although the
Company intends to administer the Agreement so that it will comply with the
requirements of Code Section 409A, the Company does not represent or warrant
that the Agreement will comply with Code Section 409A or any other
provision of federal, state, local, or non-United States law.  Provided that the Company administers this
Agreement in a manner consistent with the terms of this Agreement, neither the
Company, its subsidiaries, nor their respective directors, officers, employees
or advisers will be liable to the Executive (or any other individual claiming a
benefit through the Executive) for any tax, interest, or penalties the
Executive may owe as a result of compensation paid under the Agreement, and the
Company and its subsidiaries will have no obligation to indemnify or otherwise
protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A.


 


The provisions of
this Agreement will be construed in a manner in favor of complying with any
applicable requirements of Code Section 409A to avoid taxation under Code Section 409A.  If any compensation or benefits provided by
this Agreement result in the application of Code Section 409A, the Company
will modify this Agreement in the least restrictive manner necessary in order
to comply with the provisions of Code Section 409A, other applicable
provisions of the Code and/or any rules, regulations or other regulatory
guidance issued under such statutory provisions and, in each case, without
material diminution in the value of the payments or benefits to the Executive.


 


9.               Mediation. 
In the
event a dispute arises in connection with this Agreement, the Company and the
Executive agree to submit the dispute to non-binding mediation to be paid for
by the Company, which shall select the mediator.


 


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IN
WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


 


	
   

  	
  AON
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jeremy G.O.
  Farmer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its: 

  	
  Senior Vice
  President

  



 


 


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


 


 


	
   

  	
  /s/ Baljit Dail

  
	
   

  	
  Baljit Dail

  



 


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