Exhibit 10.1


Senior Officer
Incentive Compensation Plan

(As Amended and Restated)


1.                                       Purpose.
The purpose of the Senior Officer Incentive Compensation Plan (the “Plan”) is
to encourage the highest level of performance by key employees of Aon
Corporation and its operating subsidiaries and affiliates (which subsidiaries
and affiliates are herein referred to as the “Company”) by quantifiable
performance goals.


2.                                       Plan
Administration. The Plan shall be administered by the Organization and
Compensation Committee (the “Committee”) of the Aon Corporation Board of
Directors (the “Board”). All questions involving eligibility for awards,
interpretations of the provisions of the Plan, or the operation of the Plan
shall be decided by the Committee. No member of the Committee shall be eligible
to receive an award under the Plan. All determinations of the Committee shall
be conclusive. The Committee may obtain such advice or assistance as it deems
appropriate from persons not serving on the Committee.


3.                                       Eligibility.
Participation in the Plan is limited to key salaried employees of the Company
selected by the Committee (a “Participant”). Participation may be revoked at
any time by the Committee. An employee whose participation is revoked will be
notified, in writing, of such revocation as soon as practicable following such
action. An individual who becomes eligible to participate in the Plan during
the Plan Year (the one year period beginning January 1 and ending on December 31
of each calendar year) may be approved by the Committee for a partial year of
participation. In such case, the Participant’s award shall be prorated based on
the number of full months of participation.


4.                                       Terms
and Conditions of Awards. Each Participant will be entitled to receive an
award (the “Award”) subject to the performance measures described below. The
maximum Award payable under the Plan to a Participant, in any given Plan Year
is $5,000,000.


Within the first 90 days
of the Plan Year the Committee shall determine the specific Corporate Performance
Thresholds that must be met prior to the payment of any Awards determined
pursuant to this paragraph. The Corporate Performance Thresholds will be based
on one or more of the following business criteria for the Company (on a
consolidated basis) and/or specific business units or ventures of the
Company:  (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 Compensation Committee.


At the end of the Plan
Year, Awards will be computed for each participant. Payment of Awards will be
made in cash, subject to applicable tax withholding, as soon as practicable
after the achievement of Corporate Performance Thresholds and other material
terms of the Plan are certified, and individual Awards are approved by the
Committee, provided, however, that the Committee may in its sole discretion
reduce individual Awards determined pursuant to this paragraph.


5.                                       Employment
Termination. In the event a Participant’s employment is terminated due to
death or disability during a Plan Year, the Participant’s Award will be reduced
to reflect the partial year of participation. This reduction will be determined
by multiplying the Award by a fraction, the numerator of which is the
Participant’s total months of participation in the current Plan Year through
the date of termination rounded up to whole months, and the denominator of
which is twelve (12). The Participant’s reduced Award will be paid in
accordance with Section 4 hereinabove. In the event a Participant’s
employment is 











terminated for
reasons other than death or disability, all rights to an Award for the Plan Year
will be forfeited.


6.                                       No
Right to Continued Employment. Nothing in the plan shall confer on a
Participant any right to continue in the employ of the Company or in any way
affect the Company’s right to terminate the Participant’s employment at any
time without prior notice and for any or no reason.


7.                                       Beneficiary.
Each Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his death before he receives
any or all of such benefit. Each designation will revoke all prior designations
by the same Participant, shall be in a form prescribed by the Committee, and
will be effective only when filed by the Participant in writing with the
Committee during his lifetime. In the absence of any such designation, or if
for any reason such designation is ineffective, in whole or in part, benefits
remaining unpaid at the Participant’s death shall be paid to his estate.


8.                                       Tax
Withholding. Any and all payments made under the Plan shall be subject to
applicable federal, state, or local taxes required by law to be withheld.


9.                                       Impact
on Other Benefits. Amounts paid under this Plan will not be considered
compensation for purposes of other benefit plans offered by the Company unless
specifically provided for in such plans.


10.                                 Termination
or Amendment of the Plan. The Plan may be modified, amended, or terminated
at any time by the Board. The existence of the Plan does not obligate or bind
the Company to pay an Award to any Participant (or beneficiary) nor does any
Participant (or beneficiary) attain any vested, non-forfeitable right to an
Award until the Award has been finalized and approved for payment by the
Committee.


11.                                 Non-Transferability.
Except as specifically provided herein or as may otherwise be required by law,
no undistributed Award payable to the Participant may be sold, transferred, or
assigned or encumbered, in whole or in part, by a Participant, and any attempt
to so alienate or subject any such amount shall be void.


12.                                 Effective
Date of the Plan. 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.