Exhibit 10.2


Aon Stock Incentive Plan


(As Amended and Restated)


1.01      Purpose. The purpose of the Plan is to align the interests
of management and key employees of the Company with its stockholders and to
attract, motivate and retain valuable and talented personnel to contribute to
the long-term success of the Company.


2.01      Definitions. For the purpose of the Plan, the following
terms shall be defined as set forth below:


(a)            “Award”
means any Option, SAR, Restricted Stock, Restricted Stock Unit, Dividend Equivalent,
Other Stock-Based Award, or Performance Award granted to a Participant
under the Plan.


(b)           “Award
Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award.


(c)            “Beneficiary”
means the person, persons, trust or trusts which have been designated by a
Participant in his or her most recent written beneficiary designation filed
with the Company to receive the benefits specified under this Plan upon the
death of the Participant, or, if there is no designated Beneficiary or
surviving designated Beneficiary, then the estate of the Participant.


(d)           “Board”
means the Board of Directors of the Company.


(e)            “Code”
means the Internal Revenue Code of 1986, as amended from time to time.
References to any provision of the Code shall be deemed to include successor
provisions and regulations.


(f)              “Committee”
means the Organization and Compensation Committee of the Board, or such other
Board committee as may be designated by the Board to administer the Plan,
composed of no fewer than two directors each of whom is a Non-Employee Director
and an “outside director” within the meaning of Section 162(m) of the
Code.


(g)           “Company”
means Aon Corporation, a corporation organized under the laws of the State of
Delaware, and, where appropriate, its subsidiaries or affiliates, or any
successor corporation.


(h)           “Dividend
Equivalent” means a right, granted to a Participant under Section 6.01(c),
to receive cash, Stock, or other property equal in value to dividends paid with
respect to a specified number of shares of Stock, or to receive periodic
distributions on other specified equity securities of the Company. Dividend
Equivalents may be awarded on a free-standing basis or in connection with
another Award and may be paid currently or on a deferred basis.


(i)               “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


(j)               “Fair
Market Value” means, with respect to Stock, Awards, or other property, the fair
market value of such Stock, Awards, or other property determined by such
methods or procedures as shall be established from time to time by the
Committee. Unless otherwise 









 



determined by the
Committee in good faith, the Fair Market Value of Stock as of any given date
shall mean the per share value of Stock as determined by using the average of
the high and low selling prices of such Stock on the New York Stock Exchange on
such date (or, if the New York Stock Exchange was not open for trading or the
Stock was not traded on that day, the next preceding day that the New York
Stock Exchange was open for trading and the Stock was traded) as reported for
such date by The Wall Street Journal.


(k)            “ISO”
means any Option designated as an incentive stock option within the meaning of Section 422
of the Code.


(l)               “NQSO”
means any Option that is not an ISO.


(m)         “Non-Employee
Director” means a person who meets the definition set forth in Rule 16b-3(b)(3) under
the Exchange Act, or any successor definition adopted by the Securities and
Exchange Commission.


(n)           “Option”
means a right, granted to a Participant under Section 6.01(a), to purchase
Stock. An Option may be either an ISO or a NQSO.


(o)           “Other
Stock-Based Award” means a right, granted to a Participant under 6.01(c),
that is payable in Stock or based on the amount of dividends paid with respect
to or the Fair Market Value of Stock, including, without limitation, rights
convertible or exchangeable into Stock purchase rights for Stock, and Awards
with value or payment contingent upon the performance of the Company, or upon any
other performance condition designated by the Committee.


(p)           “Participant”
means an executive, other key employee, or Non-Employee Director of the Company
and other non-employees who have been granted an Award under the Plan.


(q)           “Performance
Award” means an Award that is subject to achievement of performance goals
specified under 6.01(d) or 6.01(e).


(r)              “Plan”
means this Aon Stock Incentive Plan, as amended from time to time.


(s)            “Preexisting
Plans” means the Aon Stock Award Plan, as amended and restated through 2000,
the Aon Stock Option Plan, as amended and restated through 1997, the Outside
Director Stock Award Plan, the plan reflected in the Outside Directors Deferred
Compensation Agreement, and any other similar preexisting plans including
similar preexisting plans for Qualified Members.


(t)              “Qualified
Member” means a member of the Committee who is a “Non-Employee Director” within
the meaning of Rule 16b-3(b)(3) under the Exchange Act and an “outside
director” within the meaning of Treasury Regulation 1.162-27(e)(3) under
Code Section 162(m).


(u)           “Restricted
Stock” means an award of shares of Stock to a Participant under 6.01(c) that
may be subject to certain restrictions and to a risk of forfeiture.


(v)           “Restricted
Stock Unit” means an award, granted to a Participant under 6.01(c),
representing the right to receive either Stock or cash or any combination
thereof at the end of a specified deferral period.


(w)         “Stock”
means the Common Stock, $1.00 par value per share, of the Company or such other
securities as may be substituted or re-substituted pursuant to Section 5.01.









 



(x)             “SAR”
or “Stock Appreciation Right” means the right, granted to a Participant under
6.01(b), to be paid an amount measured by the appreciation in the Fair Market
Value of Stock from the date of grant to the date of exercise of the right,
with payment to be made in cash, Stock, other Awards, or other property as
specified in the Award or determined by the Committee.


3.01      Administration. The Plan shall be administered by the
Committee. Subject to the limitations of the Plan, the Committee shall have the
authority to: (a) select from the executives and other key employees,
nonemployees, and Non-Employee Directors of the Company, those who shall
participate in the Plan; (b) make Awards in such forms and amounts as it
shall determine; (c) impose such limitations, restrictions and conditions
upon such Awards (including—restrictive covenants) as it shall deem appropriate
including form of payment of an exercise price with respect to an Option and
the terms and conditions with respect to vesting, cancellation and forfeiture
of Awards; (d) interpret the Plan and adopt administrative guidelines
relating to the Plan; (e) correct any inconsistency in this Plan or in any
Award granted hereunder; and (f) make all other determinations and take
all other actions deemed necessary for the administration of the Plan. The
Committee may, in its sole discretion, delegate such of its powers under the
Plan as it deems appropriate to officers or other employees of the Company
except that Awards to “executive officers” (as defined by Section 16 of
the Exchange Act) may be made solely by the Committee. The Committee’s
determinations on matters within its authority shall be conclusive and binding
upon the Company and all other persons.


At any time that a member of the Committee is not a Qualified Member,
any action of the Committee relating to an Award to be granted to an executive
officer or other individual who is then subject to Section 16 of the
Exchange Act in respect of the Company, or relating to Code Section 162(m) and
regulations thereunder, may be taken either (i) by a subcommittee composed
solely of two or more Qualified Members, or (ii) by the Committee but with
each such member who is a not Qualified Member abstaining from such action,
provided that the Committee remains composed solely of two or more Qualified
Members. Such action, authorized by such a subcommittee or by the Committee
upon the abstention of such non-Qualified Member(s), shall be the action of the
Committee for purposes of the Plan.


Each member of the Committee shall be entitled to, in good faith, rely
or act upon any report or other information furnished to him or her by any
officer or other employee of the Company, its independent certified public
accountants, or other professional retained to assist in the administration of
the Plan. No member of the Committee, nor any officer or employee of the
Company acting on behalf of the Committee, shall be personally liable for any
action taken or made in good faith with respect to the Plan, and all members of
the Committee and any officer or employee of the Company acting on their behalf
shall, to the fullest extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action. Notwithstanding the
foregoing or anything else to the contrary in the Plan, any action or
determination by the Committee specifically affecting or relating to an Award
to a Non-Employee Director shall be approved and ratified by the Board.


4.01      Eligibility. Executives, key employees, Non-Employee
Directors of the Company and other non-employees selected by the Committee or
any delegate authorized by the Committee are eligible to be granted Awards
under the Plan. In addition, any person who has been offered employment as an
executive or key employee of the Company is eligible to be granted Awards under
the Plan, provided that such prospective employee may not receive any payment
or exercise any right relating to an Award until such person has commenced
employment with the Company.


5.01      Stock Subject to the Plan; Capital Structure Adjustments.









 



(a)            Shares Authorized. The total number of shares of Stock
authorized for issuance in connection with Awards under the Plan and the
Preexisting Plans shall be eighteen percent (18%) of the total outstanding
common shares of the Company. Such limit shall be applied at the time an Award
is granted under the Plan; provided, however, that a reduction in the number of
outstanding common shares of the Company that occurs after the grant shall not
affect the validity or terms of such Award. In this connection, at the
inception of the Plan the Board is approving for issuance nineteen million
(19,000,000) shares of Stock plus the additional number of shares of Stock
specified in the succeeding sentence. There shall be added to the number of
shares of Stock so approved for issuance at the inception of the Plan: (a) shares
available for grants of awards under the Preexisting Plans immediately prior to
the Effective Date and (b) shares subject to outstanding awards under the
Preexisting Plans on the Effective Date and as to which an event occurs
(including expiration or forfeiture) which results in such shares again being
available for Awards under the Plan as determined pursuant to Section 5.01(b).
Shares of Stock issued under the Plan shall be counted against this limit in
the manner specified in Section 5.01(b).


(b)           Manner of Counting Shares. If any shares subject to an Award
or Preexisting Plan award are forfeited, canceled, exchanged, or surrendered or
such Award or award is settled in cash or otherwise terminates without a
distribution of shares to the Participant, including (i) the number of
shares withheld in payment of any exercise or purchase price of or tax obligation
relating to such an Award or award and (ii) the number of shares
surrendered in payment of any exercise or purchase price of or tax obligation
relating to any Award or award, such number of shares will again be available
for Awards under the Plan. The Committee may make determinations and adopt
regulations for the counting of shares relating to any Award to ensure
appropriate counting, avoid double counting (in the case of tandem or
substitute awards), and provide for adjustments in any case in which the number
of shares actually distributed differs from the number of shares previously
counted in connection with such Award.


(c)            Type of Shares Distributable. Any shares of Stock
distributed pursuant to an Award may consist, in whole or in part, of authorized
and unissued shares or treasury shares, including shares acquired by purchase
in the open market or in private transactions.


(d)           Capital Structure Change and Adjustments to Awards. In the
event there is a change in the capital structure of the Company as a result of
any stock dividend or split, recapitalization, issuance of a new class of
common stock, merger, consolidation, spin-off or other similar corporate
change, or any distribution to stockholders of Stock other than regular cash
dividends, the Committee may make an equitable adjustment in the number of
shares of Stock and forms of the Awards authorized to be granted under the
Plan, including any limitation imposed on the number of shares of Stock with
respect to which an Award may be granted in the aggregate under the Plan or to
any Participant, and to make appropriate adjustments (including exercise price)
to any outstanding Awards.


6.01      Types of Awards.


(a)            Stock Options. The Committee may award an Option in the form
of an ISO or a NQSO having such terms and conditions as the Committee may
specify. Options will expire no more than 10 years after the date they are
granted. The exercise price per share of Stock covered by an Option is
determined by the Committee, but cannot be less than 100% of the Fair Market
Value of a share of Stock on the date of grant. If the grantee of an ISO
beneficially owns more than 10% of the voting power of the shares of common
stock of the Company, the ISO will be exercisable for no more than five years
from the date of grant and its exercise price must be no less than 110% of the
Fair Market Value of a share of Stock on the date of grant or such other price
required by the Code. Notwithstanding anything to the contrary herein, not more
than nineteen million (19,000,000) shares of Stock may be issued pursuant to
ISOs. The exercise price is payable in such form and by 









 



such method as the
Committee may specify. ISOs shall not be granted to Non-Employee Directors or
other nonemployees.


(b)            Stock Appreciation Rights (SARs). SARs may be granted
independently of an Option or in conjunction with all or any part of an Option,
upon such terms and conditions as the Committee may determine. Upon exercise,
an SAR entitles a Participant to receive an amount equal to the positive difference
between the fair market value of one share of Stock on the date the SAR is
exercised and the exercise price, times the number of shares of Stock with
respect to which the SAR is exercised. An SAR or applicable portion thereof
shall terminate and no longer be exercisable upon the termination or exercise
of any related Option. The Committee will determine whether an SAR shall be
settled in cash, Stock or any combination thereof.


(c)             Other Stock-Based Awards. The Committee may grant
other types of Awards of Stock, or Awards based in whole or in part by
reference to the fair market value of Stock. Such other Stock-Based
Awards may include, without limitation, Restricted Stock, Restricted Stock
Units, Dividend Equivalents, performance shares or performance share units.
NQSOs or SARs may be awarded in connection with or as a part of Other Stock-Based
Awards. The Committee shall determine whether any Other Stock-Based
Awards shall be settled in cash, Stock or any combination thereof.


(d)            Performance Conditions. The right of a Participant to
exercise or receive a grant or settlement of any Award, and the timing thereof,
may be subject to such performance conditions as may be specified by the
Committee. The Committee may use such business criteria and other measures of
performance as it may deem appropriate in establishing any performance
conditions, and may exercise its discretion to reduce or increase the amounts
payable under any Award, except as limited herein the case of a Performance
Award intended to qualify under Code Section 162(m).


(e)             Performance Awards Granted to Designated Participants. If
the Committee determines that a Performance Award should qualify as “performance-based
compensation” for purposes of Code Section 162(m), the grant and/or
settlement of such Performance Award shall be contingent upon achievement of
pre-established performance goals and other terms set forth below:


(i)                Performance Goals and Performance Periods. The performance
goals for such Performance Awards and the performance periods over which
performance is measured shall be established by the Committee consistent with
the requirements of Code Section 162(m) and regulations thereunder.


(ii)             Business Criteria. One or more of the following business
criteria for the Company (on a consolidated basis), and/or specified business
units or ventures of the Company, shall be used by the Committee in
establishing performance goals for such Performance Awards: (A) earnings
per share; (B) revenues; (C) cash flow; (D) cash flow return on
investment; (E) return on assets, return on investment, return on capital,
and/or return on equity; (F) identification and/or consummation of
investment opportunities or completion of specified projects in accordance with
corporate business plans; (G) operating margin; (H) net income, net
operating income, pretax earnings, pretax earnings before interest,
depreciation and amortization, pretax operating earnings after interest expense
and before incentives, service fees, and extraordinary or special items, and/or
operating earnings; (I) total stockholder return; (J) economic value
created; and (K) any of the above as compared to the performance of a
published or special index deemed applicable by the Committee.









 



(iii)          Settlement of Performance
Awards. Settlement of such Performance Awards shall be in cash,
Stock, other Awards, or other property, in the discretion of the Committee. The
Committee may, in its discretion, reduce the amount of a settlement otherwise
to be made in connection with such Performance Awards, but may not exercise
discretion to increase any such amount payable to a Participant in respect of a
Performance Award. Performance Awards shall be forfeited in the event of
termination of employment by the Participant prior to the end of a performance period,
except as specifically approved by the Committee or any delegate authorized by
the Committee.


(iv)         Written Determinations. All determinations by the Committee
as to the establishment of performance goals, the amount of any Performance
Award pool or potential individual Performance Awards and as to the achievement
of performance goals relating to Performance Awards shall be made in writing in
the case of any Award intended to qualify under Code Section 162(m). The
Committee may not delegate any responsibility relating to such Performance
Awards.


(v)            Construction. If any provision of the Plan or any agreement
relating to such Performance Awards does not comply or is inconsistent with the
requirements of Code Section 162(m), such provision shall be construed or
deemed amended to the extent necessary to conform to such requirements.


(f)               Maximum Limits on Awards to a Participant. The maximum
number of shares of Stock with respect to which Awards in the form of Options,
SARs and Other Stock-Based Awards may be granted to an individual in any
calendar year is 1,500,000 shares.


(g)            Deferrals. The Committee may permit the deferral of payment
of any Awards under the Plan or may amend existing award agreements under any
Preexisting Plan to provide for a deferral feature. The terms and conditions of
any such deferral shall be determined by the Committee in its sole discretion.


(h)            Repricing. Except in connection with a change in the Company’s
capital structure, the Committee may not reduce the exercise price of an outstanding
Option or SAR.


(i)                Reloads. No reloads will be permitted; i.e. options that
provide for the automatic grant of a new Option or SAR upon the exercise of an
outstanding Option or SAR.


(j)                Substitution. An Option or SAR with a lower exercise or base
price may not be substituted for an existing Option or SAR.


7.01      General Provisions.


(a)            Compliance with Legal and Exchange Requirements. The Plan,
the granting and exercising of Awards thereunder, and the other obligations of
the Company under the Plan and any Award Agreement, shall be subject to all
applicable federal and state laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of Stock
under any Award until completion of such stock exchange listing or registration
or qualification of such Stock or other required action under any state,
federal or foreign law, rule or regulation as the Company may consider
appropriate, and may require any Participant to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Stock in compliance with applicable laws, rules and
regulations.









 



(b)           Nontransferability. Except as otherwise provided in this Section 7.01(b),
Awards shall not be transferable by a Participant other than by will or the
laws of descent and distribution or pursuant to a designation of a Beneficiary,
and Awards shall be exercisable during the lifetime of a Participant only by
such Participant or his guardian or legal representative. In addition, except
as otherwise provided in this Section 7.01(b), no rights under the Plan
may be pledged, mortgaged, hypothecated, or otherwise encumbered, or subject to
the claims of creditors. The foregoing notwithstanding, the Committee may, in
its sole discretion, provide that Awards (or rights or interests therein) other
than ISOs and Awards in tandem with ISOs shall be transferable without
consideration, to a Participant’s immediate family members (i.e., spouse,
children, grandchildren, or siblings, as well as the Participant), to trusts
for the benefit of such immediate family members, and to partnerships in which
such family members are the only parties, or other transfers deemed by the
Committee to be consistent with the purposes of the Plan.


(c)            No Right to Continued Employment. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee the right to
be retained in the employ of the Company, nor shall it interfere in any way
with the right of the Company to terminate any employee’s employment at any
time.


(d)           Taxes. The Company is authorized to withhold from any Award
granted, any payment relating to an Award under the Plan, including from a
distribution of Stock, or any payroll or other payment to a Participant,
amounts of withholding and other taxes due in connection with any transaction
involving an Award, and to take such other action as the Committee may deem
advisable to enable the Company and Participants to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Award.
This authority shall include authority to withhold or receive Stock or other
property and to make cash payments in respect thereof in satisfaction of a
Participant’s tax obligations. Other provisions of the Plan notwithstanding,
only the minimum amount of Stock deliverable in connection with an Award
necessary to satisfy statutory withholding requirements will be withheld.


(e)            Amendments and Termination. The Board of Directors may
amend, suspend or terminate the Plan at any time, provided,
that unless terminated earlier by the Board, the Plan shall terminate on April 20,
2011. Termination of the Plan shall not affect the terms and conditions of any
Award that is outstanding on the date that the Plan is terminated. No amendment
may impair the rights of a holder of an outstanding Award without the consent
of such holder. However, except in the case of an adjustment in connection with
a capital structure change (as described above), stockholder approval is
required for any amendment to the Plan that requires such approval under the rules of
the principal stock exchange on which the stock is then traded or that would (i) increase
the number of shares of Stock that may be issued in connection with Awards
under the Plan, (ii) increase the maximum number of shares of Stock with
respect to which Awards in the form of Options, SARs or Other Stock-Based
Awards may be granted to any individual in any calendar year or (iii) eliminate
or change the restrictions regarding the surrender and repricing of Options and
SARs.


(f)              No Rights to Awards; No Stockholder Rights. No Participant
or employee shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Participants and
employees. No Award shall confer on any Participant any of the rights of a
stockholder of the Company unless and until Stock is duly issued or transferred
to the Participant in accordance with the terms of the Award.


(g)           Unfunded Status of Awards. The Plan is intended to
constitute an “unfunded” plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Award shall give 









 



any such Participant any
rights that are greater than those of a general creditor of the Company.


(h)           No effect on other benefits. The receipt of Awards under the
Plan shall have no effect on any benefits to which a Participant may be
entitled under another Plan or otherwise, or preclude a Participant from
receiving any such benefits.


(i)               No Fractional Shares. No fractional shares of Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, other Awards, or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.


(j)               Governing Law. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan, and any Award
Agreement shall be determined in accordance with the laws of the state of
Delaware, without giving effect to principles of conflicts of laws, and
applicable federal law.


(k)            Effective Date. The Plan originally became effective (the “Effective
Date”) upon approval by the Company’s stockholders at a meeting of stockholders
duly held in accordance with the Delaware General Company Law on April 20,
2001. The Plan is hereby amended and restated effective as of January 1,
2006, contingent up the approval by the Company’s stockholders at a meeting of
stockholders duly held in accordance with the Delaware General Company Law, or
any adjournment thereof in accordance with applicable provisions of the
Delaware General Company Law.


(l)               Awards to Participants Outside the United States. The
Committee may modify the terms of any Award under the Plan granted to a
Participant who is, at the time of grant or during the term of the Award,
resident or primarily employed outside of the United States in any manner
deemed by the Committee to be necessary or appropriate in order that such Award
shall conform to laws, regulations and customs of the country in which the Participant
is then resident or primarily employed, or to preserve the value and other
benefits of the Award to the Participant


(m)         Titles and Headings; Certain Terms. The titles and headings
of the sections in the Plan are for convenience of reference only. In the event
of any conflict, the text of the Plan, rather than such titles of headings,
shall control. The term “including”, when used in the Plan, means in each case “including
without limitation.”