Exhibit 10.66


 


Fourteenth Amendment to
Aon Pension Plan


As Amended and Restated
Effective January 1, 2002


 


WHEREAS, the Aon Pension
Plan (the “Plan”) is currently set out in the 2002 Restatement of the Aon
Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).


 


WHEREAS, Aon Corporation
desires to amend the Plan pursuant to the authority to do so under Section 9.02
of the Plan.


 


NOW, THEREFORE, the
Plan, as set out in the Restatement and as amended from time to time, is further
amended as follows, effective as of January 1, 2008, unless otherwise
specified below:


 


1.             Sections 1.02 and 2.01.      Effective April 1, 2009, references to “April 1,
2009 (December 1, 2009, with respect to A&A LTD Participants)” shall
be substituted for references to “April 1, 2009” in Sections 1.02 and
2.01.


 


2.             Section 2.31.         Effective January 1, 2007, a new subsection
(j) of Section 2.31 shall be added to read as follows:


 


“(j)          Solely for the purpose of determining a
Participant’s vested and non-forfeitable interest in his or her Accrued
Retirement Income (and not for the purpose of determining a Participant’s
Normal Retirement Benefit under Section 4.01 or Accrued Retirement
Income), a Participant who is notified by the Employer on or after January 1,
2007, that his or her employment is being involuntarily terminated due to job
elimination shall be credited with a full Year of Service for his or her year
of employment termination.  For the
purpose of determining a Participant’s Normal Retirement Benefit under Section 4.01
or Accrued Retirement Income, a Participant who is notified by the Employer on
or after January 1, 2007 and prior to February 3, 2009, that his or
her employment is being involuntarily terminated due to job elimination shall
be credited with a full Year of Service for his or her year of employment
termination.  This Section 2.31(j) shall
be applied without regard to the Participant’s actual Hours of Service, provided
that, in no event shall a Participant be credited with more than one Year of
Service for his or her year of employment termination.”


 


3.             Section 4.01.         Effective April 1, 2009, a reference to “April 1,
2009 (December 1, 2009, with respect to A&A LTD Participants)” shall
be substituted for the reference to “April 1, 2009” in the last sentence
of the first paragraph of Section 4.01.


 


4.             Section 4.04.         Effective April 1, 2009, Section 4.04
shall be revised to read as follows:


 

















 


“4.04  Cessation of Future Benefit
Accruals


 


Notwithstanding
anything to the contrary herein, the Company has amended the Plan to cease the
future accrual of benefits after April 1, 2009, except with respect to any
participant in the A&A Plan who was totally and permanently disabled on or
before December 31, 1997 and who, immediately prior to April 1, 2009,
continues to be credited with Years of Service under Section 4.01 of the
Plan pursuant to Section 18.07(d) of the Plan (an ‘A&A LTD
Participant’), and effective December 1, 2009, an A&A LTD Participant
shall not accrue any additional benefit under the Plan after December 1,
2009.  The accrued benefits under the
Plan will be determined as of April 1, 2009, and become frozen as of such
date in accordance with the Plan, except that, effective December 1, 2009,
the accrued benefits of A&A LTD Participants will be determined as of December 1,
2009, and become frozen as of such date in accordance with the Plan.”


 


5.             Section 5.02.  Section 5.02
shall be revised by adding the following new sentence at the end of Section 5.02:


 


“To the extent required by IRC Section 411(a)(13)
and any regulations promulgated thereunder, with respect to any Participant who
has (i) an Accrued Retirement Income (or any portion thereof) which is
calculated as a hypothetical account maintained for the Participant or as an
accumulated percentage of the Participant’s final average compensation, and (ii) one
Hour of Service after December 31, 2007, the amount of monthly vested
retirement benefit which shall be paid to a Terminated Participant and eligible
therefore pursuant to Section 5.01 shall be a percentage of his Accrued
Retirement Income equal to the percentage determined under the following table:


 


	
  Full
  Years of Service

  	
   

  	
  Non-forfeitable Percentage

  
	
  Less than 3

  	
   

  	
   

  	
  0%

  
	
  3 or more

  	
   

  	
   

  	
  100%”

  



 


6.             Section 5.03.  A new
subsection (j) of Section 5.03 shall be added to read as follows:


 


“(j)          If the Participant’s employment is involuntarily
terminated by the Employer due to job elimination on or after January 1,
2007, and if such Participant would attain at least age 65 by December 31
of the year of such employment termination, the Participant’s accrued benefit
shall be fully vested upon his or her Termination Date.”


 


7.             Section 7.02.  Section 7.02
shall be revised by substituting “180” for “90” where it appears therein.


 


8.             Section 7.06.  Section 7.06
shall be revised by substituting “180” for “90” where it appears therein.


 

















 


9.             Section 7.11. 
Subsection (e) of Section 7.11 shall be revised to read as
follows:


 


“(e)         Benefits suspended under this Section shall
resume no later than the first day of the third calendar month after the
calendar month in which the Employee ceases to be subject to suspension of his
benefit hereunder.  The initial payment
shall include the payment scheduled to occur in the calendar month when
payments resume and shall include any amounts withheld during the period
between cessation of employment and resumption of the payments.  The full amount of such initial payment may
be offset against the amount of any prior retirement benefits erroneously paid
to the Employee after he had become subject to this Section, and subsequent
benefit payments may be offset in the amount of 25% of the amount otherwise
due, until the amount of such overpayment has been completely recovered.”


 


10.          Section 7.12. 
Effective August 1, 2009, Section 7.12 shall be revised to
read as follows:


 


“7.12      In-Service Distributions


 


To the extent permitted under IRC Section 401(a)(36),
a Participant who has attained age 62 and is a regular part-time Employee
scheduled to work no more than 20 hours per week may commence payment of his or
her vested retirement benefit under the Plan. 
Benefits payable pursuant to a Participant on or after attaining age 62
but prior to his or her Normal Retirement Date will be no greater then his or
her Normal Retirement Benefit, reduced in accordance with Section 5.04 to
reflect the early commencement of such benefits.”


 


11.          Section 7.14.  Section 7.14
shall be revised by substituting “180” for “90” where it appears therein.


 


12.          Section 7.15.  Section 7.15
shall be revised by substituting “180” for “90” where it appears therein.


 


13.          Section 8.03.  A new
subsection (g) of Section 8.03 shall be added to read as follows:


 


“(g)         For purposes of the Plan, ‘Investment Committee’
shall refer to the Retirement Plan Governance and Investment Committee.”


 


14.          Section 8.  Section 8
shall be revised by adding the following new Sections 8.04 and 8.05:


 

















 


“8.04      Funding


 


Notwithstanding
any provisions of the Plan to the contrary, effective for Plan Years beginning
after December 31, 2007 (or such later applicable effective date as
permitted for the Plan by Internal Revenue Service Notice 2008-21 and any
subsequent guidance issued by the Internal Revenue Service) the minimum funding
requirements for the Plan shall be determined under the applicable provisions
of IRC Sections 412 and 430.


 


8.05        Funding Based Restrictions


 


Notwithstanding any provisions of the
Plan to the contrary, effective for Plan Years beginning after December 31,
2007 (or such later applicable effective date as permitted for the Plan by
Internal Revenue Service Notice 2008-21 and any subsequent guidance issued by
the Internal Revenue Service), funding based limits on Plan benefits and
distributions from the Plan shall be determined in accordance with IRC Section 436
and the regulations thereunder, the applicable provisions of which are hereby
incorporated by reference. Specifically, with respect to and in furtherance of
the foregoing incorporation:


 


(a)           Notwithstanding any provisions of the
Plan to the contrary, and except as otherwise permitted by IRC Sections 436(b)(2) and
(f), the Plan shall not provide any Participant with an Unpredictable
Contingent Event Benefit with respect to an Unpredictable Contingent Event
occurring during a Plan Year if the AFTAP for such Plan Year is less than 60
percent (or the AFTAP would be less than 60 percent as a result of payment of
such Unpredictable Contingent Event benefit). Unpredictable Contingent Event
Benefits disallowed under the Plan during a IRC Section 436(b) restriction
period shall not be paid to Participants upon expiration of the restriction
period, except as authorized by a Plan amendment that satisfies the
requirements of IRC Section 436(c).


 


(b)           Notwithstanding any provisions of the
Plan to the contrary, and except as otherwise permitted by IRC Sections
436(c)(2), (c)(3), and (f), no amendment to the Plan that has the effect of
increasing liabilities of the Plan by reason of increases in benefits,
establishment of new benefits, changing the rate of benefit accrual, or
changing the rate at which benefits become nonforfeitable is permitted to take
effect if the AFTAP for the Plan Year is less than 80 percent (or is 80 percent
or more but would be less than 80 percent if the benefits attributable to the
amendment were taken into account in determining the AFTAP).


 


(c)           Notwithstanding any provisions of the
Plan to the contrary, and except as otherwise permitted by Section 7.09 of
the Plan, IRC 


 

















 


Section 436(f) or
Treasury Regulation Section 1.436-1(a)(3)(ii)(B) or any subsequent
guidance issued under IRC Section 436:


 


(i)            In accordance with IRC Section 436(d)(1) and
the regulations issued thereunder, if the Plan’s AFTAP for a Plan Year is less
than 60 percent, the Plan shall not (1) permit a Participant or
Beneficiary to elect an optional form of benefit that includes a Prohibited
Payment, or (2) pay any Prohibited Payment with an Annuity Commencement
Date that is on or after the applicable Measurement Date. If a Participant or
beneficiary requests such a Prohibited Payment distribution, the Plan shall
permit the Participant or beneficiary to elect another form of benefit payment
available under the Plan that is not a Prohibited Payment or to defer payment
to a later date to the extent permissible under the Plan and applicable IRC
qualification requirements (such as IRC Sections 411(a)(11) and 401(a)(9)).


 


(ii)           In accordance with IRC Section 436(d)(2),
the Plan shall not pay any Prohibited Payment with respect to an Annuity
Commencement Date occurring during any period in which the Employer is a debtor
in a case under Title 11, United States Code (or similar federal or state law),
until the date on which the Plan’s enrolled actuary certifies that the Plan’s
AFTAP is not less than 100 percent.


 


(iii)          The following rules shall apply:


 


(A)          In accordance with IRC Section 436(d)(3)(A),
in any case in which the Plan’s AFTAP for a Plan Year is 60 percent or greater
but less than 80 percent, the Plan may not (1) permit a Participant or
Beneficiary to elect an optional form of benefit that includes a Prohibited
Payment, or (2) pay any Prohibited Payment with an Annuity Commencement
Date that is on or after the applicable Measurement Date unless the present
value of the portion of the benefit that is being paid in a Prohibited Payment
does not exceed the lesser of (1) 50 percent of the present value of the
benefit payable in the optional form of benefit that includes the Prohibited
Payment, or (2) 100 percent of the PBGC Maximum Guarantee Amount with
respect to the Participant.  For this
purpose, present value is determined using the rules of IRC Section 417(e).


 

















 


(B)          If an optional form of benefit that is
otherwise available under the terms of the Plan is not available as of the
Annuity Commencement Date because it is a Prohibited Payment that cannot be paid
under Section 8.05(c)(iii)(A) above, then a Participant who elects
such an optional form shall have the right either to defer payment of the
entire benefit to a later date to the extent permissible under the Plan and
applicable IRC qualification requirements (such as IRC Sections 411(a)(11) and
401(a)(9)) or to bifurcate the benefit into unrestricted and restricted
portions. If the Participant elects to bifurcate the benefit, the Participant
may elect, with respect to the unrestricted portion, any optional form of
benefit otherwise generally available under the Plan (whether or not the
optional form of benefit with respect to the unrestricted portion is a
Prohibited Payment).


 


(C)          For purpose of this Section 8.05(c)(iii),
the unrestricted portion of the Participant’s Plan benefit shall be determined
in accordance with regulations issued under IRC Section 436.  In general, the unrestricted portion of the
Participant’s Plan benefit is the lesser of (1) 50 percent of the benefit
and (2) the benefit that has a present value that does not exceed 100
percent of the PBGC Maximum Guarantee Amount with respect to the Participant.
If the Participant elects payment of the unrestricted portion of the benefit in
the form of a Prohibited Payment, then the Plan shall permit the Participant to
elect payment of the restricted portion in any optional form of benefit payment
under the Plan (other than a Prohibited Payment) that would have been permitted
with respect to the Participant’s entire benefit.


 


(D)          Only one Prohibited Payment that meets
the requirements of Section 8.05(c)(iii)(A) can be made with respect
to any Participant during any period of consecutive Plan Years to which the
limitations under IRC Section 436(d) applies.


 


(E)           For purposes of this Section 8.05(c)(iii),
a Participant and any Beneficiary on his or her behalf (including an alternate
payee, as defined in IRC Section 414(p)(8)) will be treated as one
Participant.  


 

















 


If a Participant’s
Accrued Benefit is allocated to an alternate payee and one or more other
persons, then the unrestricted amount under Section 8.05(c)(iii)(C) will
be allocated among such persons in the same manner as the Accrued Benefit is
allocated, unless the qualified domestic relations order provides otherwise.


 


(d)           Effective April 1, 2009 (December 1,
2009, with respect to A&A LTD Participants), the Plan no longer provides
for benefit accruals for any Participants. 
However, if the Plan is ever amended to recommence benefit accruals in
the future, then notwithstanding any provisions of the Plan to the contrary,
and except as otherwise permitted by IRC Sections 436(e)(2) and (f), if
the Plan’s AFTAP is less than 60 percent for a Plan Year, all benefit accruals
under the Plan shall cease as of the applicable Measurement Date pursuant to IRC
Section 436(e)(1). If the Plan is required to cease benefit accruals
pursuant to IRC Section 436(e):


 


(i)            During such restriction period, the Plan
may not be amended in a manner that would increase the liabilities of the Plan
by reason of an increase in benefits or establishment of new benefits,
regardless of whether such amendment would otherwise be permissible under IRC Section 436(c)(3) and
the regulations promulgated thereunder; and


 


(ii)           Unless the Plan has been duly amended to
provide otherwise, benefit accruals shall resume under the Plan as of the
Measurement Date on which benefit accruals are no longer restricted, as set
forth in the regulations promulgated under IRC Section 436.


 


(iii)          Benefit accruals disallowed under the
Plan during a restriction period described in IRC Section 436(e) shall
not be credited under the Plan upon expiration of the restriction period except
as authorized by a duly adopted Plan amendment subject to the requirements of
IRC Section 436(c).


 


(e)           As provided in Section 1107 of the
Pension Protection Act of 2006, application of the restrictions set forth in
this Section 8.05 shall not cause the Plan to fail to meet the
requirements of IRC Section 411(d)(6). In the event of a restriction under
the Plan pursuant to IRC Section 436 that affects a Participant’s right to
receive a benefit or distribution of a benefit, or to elect an optional form of
payment under the Plan, or that reduces the amount of 


 

















 


benefit payable to a
Participant, such restriction shall not constitute an impermissible cutback
within the meaning of IRC Section 411(d)(6).


 


(f)            For purposes of this Section 8.05,
the following capitalized terms shall have the meanings ascribed below:


 


(i)            ‘AFTAP’ means the adjusted funding target
attainment percentage as defined in IRC Section 436(j)(2) and the
regulations promulgated thereunder.


 


(ii)           ‘Annuity Commencement Date’ means for
purposes of IRC Section 436(d):


 


(A)          the first day of the first period for
which an amount is payable as an annuity as described in IRC Section 417(f)(2)(A)(i);


 


(B)          in the case of a benefit not payable in
the form of an annuity, the annuity starting date for the qualified joint and
survivor annuity that is payable under the Plan at the same time as the benefit
that is not payable as an annuity;


 


(C)          in the case of an amount payable on a
retroactive annuity start date, the benefit commencement date;


 


(D)          the date of the purchase of an
irrevocable commitment from an insurer to pay benefits under plan;


 


(E)           the date of any transfer of assets and
liabilities to another plan maintained by the Employer (or by any member of the
Employer’s controlled group) that is made to avoid or terminate the application
of the benefit limitations of IRC Section 436; or


 


(F)           if a Participant commences benefits at an
Annuity Commencement Date as described above and after the death of the
Participant payments continue to a Beneficiary, the Annuity Commencement Date
for the payments to the Participant constitutes the Annuity Commencement Date
for the Beneficiary, except that a new Annuity Commencement Date occurs if the
amounts payable to all Beneficiaries of the Participant in the aggregate at any
future date can exceed the monthly amount that would have been paid to the
Participant had he or she not died.


 

















 


(iii)          ‘Measurement Date’ means the applicable ‘section
436 measurement date’ as defined under Treasury Regulation Section 1.436-1(j)(8),
which is the date that is used (i) to stop or start the application of the
limitations of IRC Sections 436(d) and 436(e), and (ii) for
calculations with respect to applying the limitations of IRC Sections 436(b) and
(c).


 


(iv)          ‘PBGC Maximum Guarantee Amount’ means the
present value (determined under guidance prescribed by the Pension Benefit
Guaranty Corporation, using the interest and mortality assumptions under IRC Section 417(e))
of the maximum benefit guarantee with respect to a Participant (based on the
Participant’s age or the Beneficiary’s age at the Annuity Commencement Date)
under Section 4022 of ERISA for the year in which the Annuity Commencement
Date occurs.


 


(v)           ‘Prohibited Payment’ means:


 


(A)          any payment for a month that is in excess
of the monthly amount paid under a single life annuity (plus any social
security supplements described in the last sentence of IRC Section 411(a)(9)),
to a Participant or Beneficiary whose Annuity Commencement Date occurs during
any period that a limitation on accelerated benefit payments is in effect;


 


(B)          any payment for the purchase of an
irrevocable commitment from an insurer to pay benefits;


 


(C)          any transfer of assets and liabilities to
another plan maintained by the Employer (or by any member of the Employer’s
controlled group) that is made to avoid or terminate the application of the
benefit limitations of IRC Section 436;


 


(D)          any other payment that is identified as a
prohibited payment by the Commissioner of the Internal Revenue Service in
revenue rulings and procedures, notices and other guidance published in the
Internal Revenue Bulletin; and


 


(E)           in the case of a Beneficiary that is not
an individual, the amount that is a ‘Prohibited Payment’ is determined by
substituting for the amount in 


 

















 


Section 8.05(f)(v)(A) the
monthly amount payable in installments over 240 months that is actuarially
equivalent to the benefit payable to the Beneficiary.


 


(vi)          ‘Unpredictable Contingent Event’ means:


 


(A)          A plant shutdown (or a similar event), or


 


(B)          An event (including the absence of an
event) other than attainment of age, performance of service, receipt or
derivation of compensation, or the occurrence of death or disability.


 


(vii)         ‘Unpredictable Contingent Event Benefit’
means a benefit payable solely by reason of an Unpredictable Contingent Event.”


 


15.          Section 14.10. 
A new subsection (vi) of Section 14.10 shall be added to read
as follows:


 


“(vi)        For Plan Years beginning on or after December 31,
2007, for purposes of adjusting any benefit payable in a form that is subject
to the minimum present value requirements of IRC Section 417(e)(3), the
interest rate assumption shall be the applicable interest rate (as defined in
IRC Section 417(e)(3)) for the September preceding the Plan Year that
contains the distribution date.”


 


16.          Section 14.18. 
Subsections (b) and (c) of Section 14.18 shall be revised
to read as follows:


 


“(b)         ‘Eligible Retirement Plan’ means an individual
retirement account described in IRC Section 408(a), an individual
retirement annuity described in IRC Section 408(b), an annuity plan
described in IRC Section 403(a), a Roth individual retirement account
described in IRC Section 408A (but only if the requirements of IRC Section 408A,
including any income limitations, are met), or 
a qualified trust described in IRC Section 401(a) that accepts
the Distributee’s eligible rollover distribution. An ‘Eligible Retirement Plan’
shall also mean an annuity contract described in IRC Section 403(b) and
an eligible deferred compensation plan under IRC Section 457(b) which
is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees
to separately account for amounts transferred into such plan from the
Plan.  The definition of Eligible
Retirement Plan shall also apply in the case of a distribution to a surviving
spouse, or to a spouse or former spouse who is the alternate payee under a
qualified domestic relation order, as defined in IRC Section 414(p).
Notwithstanding the foregoing, if the Distributee is a non-spouse Beneficiary
of a deceased Participant, ‘Eligible Retirement 


 

















 


Plan’ shall be limited to an individual
retirement account described in IRC Section 408(a), an individual
retirement annuity described in IRC Section 408(b), or a Roth individual
retirement account described in IRC Section 408A (but only if the
requirements of IRC Section 408A, including any income limitations, are
met).


 


(c)           A ‘Distributee’ is an employee or former
employee, the employee’s or former employee’s surviving spouse and the employee’s
or former employee’s spouse or former
spouse or former spouse
who is the alternate payee under a qualified domestic relations order, as
defined in IRC Section 414(p).  ‘Distributee’
shall also include a non-spouse beneficiary of a deceased Participant.”


 


17.          Section 14.20.  Effective January 1, 2007, Section 14.20
shall be revised by adding the following new sentence at the end of Section 14.20:


 


“To the extent required
by IRC Section 401(a)(37), if a Participant dies while performing ‘qualified
military service’ (as defined under IRC Section 414(u)), then the
survivors of the Participant shall be entitled to any additional benefits
(other then benefit accruals or allocations relating to the period of qualified
military service) provided under the terms of the Plan had the Participant
resumed employment with the Employer on the day preceding such death and then
terminated employment on account of death.”


 

















 


IN
WITNESS WHEREOF, Aon Corporation has adopted this Fourteenth Amendment to the
2002 Restatement of the Aon Pension Plan, effective as of the dates set forth
herein.