Exhibit
10.3


 


	
  To:

  	
   

  	
  Aon
  Corporation

  	
  

  
	
   

  	
   

  	
  Aon
  Finance Limited

  
	
   

  	
   

  	
  Aon
  France S.A.

  
	
   

  	
   

  	
  Aon
  Holdings B.V.

  
	
   

  	
   

  	
  Aon
  Jauch & Hübener Holdings GmbH

  	
   

  
	
   

  	
   

  	
  Aon
  Holdings International B.V.

  	
   

  
	
   

  	
   

  	
  Aon
  Group International B.V.

  
	
   

  	
   

  	
  Aon
  Holdings France SNC

  
	
   

  	
   

  	
  Aon
  Southern Europe B.V.

  
	
   

  	
   

  	
  Aon
  Limited 

  
	
   

  	
   

  	
  c/o
  Aon Corporation

  
	
   

  	
   

  	
  Aon
  Center

  
	
   

  	
   

  	
  200
  East Randolph Street

  
	
   

  	
   

  	
  4th
  Floor Chicago

  
	
   

  	
   

  	
  Illinois
  60601

  
	
   

  	
   

  	
  USA

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Ron
  Buetow / Diane Aigotti

  



 


25 February 2008


 


Dear
Sirs,


 


€650,000,000 Facility Agreement dated 7 February 2005, as amended
by a Transfer and

Amendment Agreement dated 24 October 2005 (the “Facility Agreement”)


 


We
refer to the Facility Agreement. Unless a contrary indication appears, a term
defined in the Facility Agreement has the same meaning when used in this
letter.


 


We
write in our capacity as Agent on behalf of the other Finance Parties. The
Majority Lenders have instructed us in our capacity as Agent to effect the
amendments to the Facility Agreement as set out below on their behalf.


 


	
  1

  	
   

  	
  Amendments

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pursuant
  to Clause 35 (Amendments
  and waivers)  of the Facility Agreement, the Obligors and
  the Majority Lenders have agreed to
  amend the Facility Agreement as follows:

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Paragraph
  (a) of Clause 21.1 (Financial condition)  shall be deleted in its
  entirety and paragraphs (b) and (c) of that Clause shall be renumbered
  accordingly.

  
	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  In
  Clause 21.2 (Financial covenant calculations), the words “EBlTDA, Consolidated
  Interest Expense and Net Worth” shall be deleted and replaced with the words “EBITDA
  and Consolidated Interest Expense”.

  



 


1

















 


1.3                      In Schedule 8 (Form of
Compliance Certificate), paragraph 2(a) shall be deleted in its
entirety and paragraphs 2(b) and 2(c) shall be renumbered accordingly.


 


2                               Effectiveness
of amendments


 


The amendments set out in paragraph 1 above
shall become effective on the later of (i) the date of countersignature of the
final Obligor on this letter, and (ii) the date on which you notify us that the
sale of Combined Global Insurance Holdings, Inc. has been completed.


 


3                               Representations


 


On the date of countersignature of the final Obligor
on this letter and on the date on which the amendments set out in paragraph 1
become effective pursuant to paragraph 2 the Company shall make the Repeating
Representations in relation to itself and each obligor by reference to the
facts and circumstances then existing.


 


4                               Miscellaneous


 


4.1                     The Agent and the Company hereby
designate this letter as a Finance Document.


 


4.2                     The provisions of the Facility
Agreement and the other Finance Documents shall save as amended by this letter,
continue in full force and effect.


 


4.3                     The provisions of Clause 31 (Notices) and 39 (Enforcement) of
the Facility Agreement shall apply to this letter as if set out in this letter,
but as if references in such clauses to “the Agreement” or “the Finance
Documents” are references to this letter.


 


4.4                     This letter may be signed in any
number of counterparts, each of which shall be an original but all of which
together shall constitute one and the same instrument.


 


4.5                     This letter is governed by English
law.


 


Please confirm your agreement to the terms of
this letter by counter-signing the attached copy of this letter and returning
it to us.


 


Yours faithfully,


 


For and on behalf of Citibank International plc
(as Agent on behalf of the other Finance Parties)


 


	
  By:

  	
   

  	
  /s/ ALASDAIR WATSON

  	
   

  	
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


Accepted and agreed:


 


Aon Corporation


 


	
  By:

  	
  /s/ Diane Aigotti

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


2

















 


	
  Aon Finance Limited

  	
   

  
	
   

  
	
  By:

  	
  /s/ Edward Robert Charles Cruttwell

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  18th  March 2008

  
	
  Aon France S.A.

  	
   

  
	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  
					



 


3

















 


	
  Aon Holdings B.V.

  	
   

  
	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
  Aon Jauch & Hüboner Holdings GmbH

  
	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
  Aon Holdings International B.V.

  
	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
  Aon Group International B.V.

  
	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
  Aon Holdings France SNC

  
	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
  Aon Southern Europe B.V.

  
	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
  Aon Limited

  
	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  
					



 


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