Exhibit 10.65


 


Thirteenth 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.  Section 13.05.  Section 13.05 shall be revised to read
as follows:


 


“13.05    Maximum Annual Benefit


 


The annual
benefits payable to a Participant under this Plan and any other qualified
defined benefit plan adopted by the Employer shall in no event exceed the
lesser of (i) $185,000 as adjusted, effective January 1 of each year,
under IRC Section 415(d) in such manner as the Secretary of the
Treasury shall prescribe (the ‘Dollar Limitation’), or (ii) one hundred
percent (100%) of the Participant’s average Compensation during the three
consecutive calendar years of employment with the Employer in which his
Compensation is the highest (the ‘Percentage Limitation’).  The following rules shall be effective
in applying the provisions of this Section:


 


(a)           In compliance with the Treasury
Regulations under IRC Section 415, the Percentage Limitation for a
Participant who has been employed for fewer than three (3) twelve month periods
(or, 36 whole months), shall be determined with reference to the Participant’s
actual number of consecutive twelve month periods (including fractions of
years, but not less than one year).  The
Participant’s Percentage Limitation will be computed by dividing the
Participant’s longest consecutive period of employment by the number of years
in that period (including fractions of years, but not less than one year).  In the case of a Participant who is rehired
by the Employer after a severance from employment, the Participant’s Percentage
Limitation shall be calculated by excluding all calendar years for which the
Participant performs no service for and receives no  Compensation from the Employer (the break
period) and by treating the years immediately preceding and following the break
period as consecutive.


 


(b)           (i)                                     If the annual benefit is payable in a
form other than as a straight life annuity, an adjustment shall be made to the
maximum permissible annual benefit, in accordance with regulations prescribed
by the Secretary of the Treasury or his delegates so that


 


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it is equivalent
to the maximum annual benefit payable as a straight life annuity.  In determining the maximum annual benefit
payable any ancillary benefit which is not directly related to retirement
income benefits shall not be taken into account, and that portion of any joint
and survivor annuity which constitutes a qualified joint and survivor annuity
under Section 7.03 shall not be taken into account.


 


(ii)           Notwithstanding Subsection (b)(i), or the
provisions of Section 14.10, for Annuity Starting Dates occurring after December 31,
2007, such converted amount shall be the greater of (A) the annual amount
of the straight life annuity payable to the Participant under the Plan
commencing at the same Annuity Starting Date as the Participant’s form of
benefit; and (B) the annual amount of the straight life annuity commencing
at the same Annuity Starting Date that has the same actuarial present value as
the Participant’s form of benefit, computed using a 5% interest rate
assumption.  Notwithstanding the
preceding sentence, if the optional form of benefit is subject to IRC Section 417(e)(3),
then the interest rate assumption to determine actuarial equivalence shall be
the greater of (A) 5.5%, (B) the rate that would provide a benefit of
not more than 105% of the benefit that would be provided if the applicable
interest rate set forth in IRC Section 417(e)(3)(C) were applied, or (C) the
interest rate assumption used in the Plan to determine the form of payment
being made.


 


(iii)          For purposes of Subsection (b)(ii), no
actuarial adjustment to the Plan benefit shall be made for: (A) survivor
benefits payable to a surviving spouse under a qualified joint and survivor
annuity to the extent such benefits would not be payable if the Participant’s
benefit were paid in another form; (B) benefits that are not directly
related to retirement benefits (such as a qualified disability benefit,
preretirement incidental death benefits, and post-retirement medical benefits);
(C) the value of cost-of-living increases made in accordance with the
regulations; or (D) the inclusion in the form of benefit of an automatic
benefit increase feature, provided the form of benefit is not subject to IRC Section 417(e)(3) and
would otherwise satisfy the limitation of this Section, and the Plan provides
that the amount payable under the form of benefit in any limitation year shall
not exceed the limits of this Section 13.05 applicable at the Annuity
Starting Date, as increased in subsequent years pursuant to IRC Section 415(d).  For this purpose, an automatic benefit
increase feature is included in a form of benefit if the form of benefit
provides for automatic, periodic increases to the benefits paid in that form.


 


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(c)           (i)            If the retirement income benefit begins
before the Social Security Retirement Age (for years beginning January 1,
2002 and thereafter, age 62) the determination as to whether the Dollar
Limitation has been satisfied shall be made in accordance with regulations
prescribed by the Secretary of the Treasury or his delegate, by reducing the
limitation so that such limitation (as so reduced) equals an annual benefit
(beginning when such retirement income benefit begins) which is equivalent to a
Dollar Limitation annual benefit beginning at the Social Security Retirement
Age (for years beginning January 1, 2002 and thereafter, age 62).  For years before January 1, 2002, the
reduction shall be made in such manner (as prescribed by the Secretary of the
Treasury or his delegate) as is consistent with the reduction for old-age
insurance benefits commencing before the Social Security Retirement Age under
the Social Security Act.


 


(ii)           Notwithstanding Subsection (c)(i) or
the provisions of Section 14.10, for Annuity Starting Dates occurring
after December 31, 2007, the Dollar Limitation applicable at an age prior
to age 62 is determined as the lesser of (i) the actuarial equivalent (at such
age) of the Dollar Limitation computed using a five percent (5%) interest rate
and the applicable mortality table and (ii) the Dollar Limitation
(adjusted under Subsection (h), for years of participation less than 10, if
applicable) multiplied by the ratio of the annual amount of the immediately
commencing straight life annuity under the Plan to the annual amount of the
straight life annuity under the Plan commencing at age 62, with both annual
amounts determined without applying the rules of IRC Section 415.


 


(d)           (i)            If the retirement income benefit begins
after the Social Security Retirement Age (for years beginning January 1,
2002 and thereafter, age 65), the determination as to whether the dollar
limitation referred to in the first sentence of this Section has been
satisfied shall be made in accordance with regulations prescribed by the
Secretary of the Treasury or his delegate, by increasing the limitation so that
such limitation (as so increased) equals an annual benefit (beginning when such
retirement income benefit begins) which is equivalent to a Dollar Limitation
annual benefit beginning at the Social Security Retirement Age (for years
beginning January 1, 2002 and thereafter, age 65).


 


(ii)           Notwithstanding Subsection (d)(i) or
the provisions of Section 14.10, for Annuity Starting Dates occurring
after December 31, 2007, the actuarial equivalent of the Dollar Limitation
applicable at an age after age 65 is determined as the lesser of (i) the
Actuarial 


 


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Equivalent (at such age)
of the Dollar Limitation computed using a five percent (5%) interest rate
assumption and the applicable mortality table and (ii) the Dollar
Limitation (as adjusted under Subsection (h) for years of participation
less than 10, if applicable) multiplied by the ratio of the annual amount of
the ‘adjusted immediately commencing straight life annuity’ under the Plan, to
the ‘adjusted age 65 straight life annuity.’ 
For the purposes of this Subsection (d)(ii):


 


(A)          ‘adjusted immediately commencing straight
life annuity’ shall mean the annual amount of the immediately commencing
straight life annuity payable to the Participant, computed disregarding the
Participant’s accruals after age 65 but including actuarial adjustments even if
those actuarial adjustments are applied to offset accruals.  For this purpose, the annual amount of the
immediately commencing straight life annuity is determined without applying the
rules of IRC Section 415; and


 


(B)          ‘adjusted age 65 straight life annuity’
shall mean the annual amount of the straight life annuity that would be payable
under the Plan to a hypothetical Participant who is 65 years old and has the
same accrued benefit (with no actuarial increases for commencement after age
65) as the Participant receiving the distribution (determined disregarding the
Participant’s accruals after age 65 and without applying the rules of IRC Section 415).


 


(e)           Notwithstanding the other requirements of
Subsections (c)(ii) and (d)(ii), no adjustments shall be made to the
Dollar Limitation to reflect the probability of a Participant’s death between
the Annuity Starting Date and age 62, or between age 65 and the Annuity
Starting Date, if applicable, if benefits are not forfeited upon the death of a
Participant prior to the Annuity Starting Date. 
To the extent that benefits are forfeited upon death before the Annuity
Starting Date, such an adjustment shall be made.  For this purpose, no forfeiture shall be
treated as occurring upon the Participant’s death if the Plan does not charge
Participants for providing a qualified preretirement survivor annuity, as
defined in IRC Section 417(c), upon the Participant’s death.


 


(f)            For the purpose of adjusting any benefit
under Subsection (b)(i) or (c)(i), above, the interest rate assumption
shall not be less than the greater of 5% or the rate specified in the
Plan.  For purposes of adjusting any
benefit under Subsection (d)(i), above, the interest rate assumption shall not
be greater than the lesser of 5% or the rate specified in the Plan.


 


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(g)           Notwithstanding the preceding provisions,
the benefits payable with respect to a Participant shall be deemed not to
exceed the limitations of this Section 13.05 if the benefits payable with respect
to such Participant under this Plan and all other defined benefit plans
maintained by the Employer do not exceed $10,000 for the Plan Year, or for any
prior Plan Year, and the Employer has not at any time maintained a defined
contribution Plan in which the Participant participated.


 


(h)           If a benefit is payable to a Participant
who has fewer than 10 years of participation in the Plan when the benefit
begins, the Dollar Limit shall be multiplied by a fraction known as the ‘participation
fraction.’ The numerator of the participation fraction is the Participant’s
years of participation in the Plan (or part thereof) and the denominator is 10;
provided, however, that the limit under this Subsection (h) shall not
be reduced to an amount less than 1/10 of the Dollar
Limitation.  For purposes of this
Subsection (h), years of participation shall be determined in accordance with Section 1.415(b)-1(g)(1) of
the Treasury Regulations.  To the extent
provided in regulations, this Subsection (h) shall be applied separately
with respect to each change in the benefit structure of the Plan.


 


(i)            If a benefit is payable to a Participant
who has fewer than 10 Years of Service when the benefit begins, the Percentage
Limitation and the special limit of Subsection (g) shall be multiplied by
a fraction known as the ‘service fraction.’ The numerator of the service
fraction is the Participant’s Years of Service and the denominator is 10;
provided, however, that the limit under this Subsection (i) shall not
be reduced to an amount less than 1/10 of the
Percentage  Limitation.


 


(j)            In the case of an individual who was an
active Participant in this Plan before October 3, 1973, his annual benefit
need not be less than 100% of his annual rate of compensation on the earlier of
October 2, 1973, or the date on which he separated from the service of the
Employer; provided, that such annual benefit shall not exceed the benefit which
would have been payable under the terms of the plan on October 3, 1973, if
his compensation taken into account for any period after such date had not
exceeded his annual rate of compensation on such date; and provided further, in
the case of a Participant who separated from service prior to October 2,
1973, his annual benefit shall in no event be greater than his vested
retirement benefit as of the date he separated from service.


 


(k)           For purposes of this Subsection, the term
‘Social Security Retirement Age’ means the age used as the retirement age for
the Participant under Section 216(l) of the Social Security Act,
except that such section shall be applied without regard to the age increase
factor, and as if the early retirement age under Section 216(l)(2) of
such Act were 62.


 


(l)            Compensation shall include the following
items:


 


(i)            Wages, salaries, fees for professional
services, and other amounts received (without regard to whether or not an
amount is paid in 


 


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cash) for personal services actually rendered in the
course of employment with an employer maintaining the Plan to the extent the
amounts are includible in gross income (or to the extent amounts would have
been received and includible in gross income but for an election under IRC Section 125(a),
132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b)).  These amounts include, but are not limited
to, commissions paid to salesmen, compensation for services based on a
percentage of profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements or other expense allowances under a nonaccountable
plan (as described in Treasury Regulation Section 1.62-2(c));


 


(ii)           Foreign earned income, whether or not
excludable from gross income under IRC Section 911, as set forth in Section 1.415(c)-2(g)(5)(i) of
the Treasury Regulations;


 


(iii)          In the case of an individual who is an
employee within the meaning of IRC Section 401(c)(1) (and the
Regulations thereunder), the Employee’s earned income (as described in IRC Section 401(c)(2)),
plus amounts deferred at the election of the Employee that would be includible
in gross income but for the rules under IRC Section 402(e)(3),
402(h)(1)(B), 402(k) or 457(b);


 


(iv)          Amounts described in IRC Sections
104(a)(3), 105(a), and 105(h), but only to the extent that such amounts are
includible in gross income of the Employee;


 


(v)           Amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only to the extent
that at the time of payment it is reasonable to believe that these amounts are
not deductible by the Employee under IRC Section 217;


 


(vi)          The value of a nonstatutory option (which
is an option other than a statutory option as defined in Treasury Regulation Section 1.421-1(b))
granted to an Employee by the Employer, but only to the extent that the value
of the option is includible in gross income for the taxable year in which
granted;


 


(vii)         The amount includible in the gross income
of an Employee upon making an election under IRC Section 83(b);


 


(viii)        Amounts that are includible in the gross
income of an Employee under the rules of IRC Section 409A or
457(f)(1)(A) or because the amounts are constructively received by the
Employee;


 


(ix)          Payments of ‘post-severance compensation’
which, for purposes of this Subsection (l), shall mean payment after severance
from 


 


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employment of regular
compensation for services during the Employee’s regular working hours, or
compensation for services outside the Employee’s regular working hours (such as
overtime or shift differential), commissions, bonuses, or other similar
payments, provided that such payment would have been paid to the Employee prior
to a severance from employment if the Employee had continued in employment with
the Employer. Post-severance compensation will only be included in remuneration
if it is paid by the later of 21⁄2 months after the Employee’s severance from
employment with the Employer, or the end of the limitation year that includes
the date of the Employee’s severance from employment with the Employer;


 


(x)           Amounts received by an Employee pursuant
to a nonqualified unfunded deferred compensation plan in the year the amounts
are actually received, but only to the extent such amounts are includible in
the Employee’s gross income;


 


(xi)          Payments of ‘leave cashouts’ which, for
purposes of this Subsection (l), shall mean payment after severance from
employment of unused accrued bona fide sick time, vacation or other leave,
provided that such payment would have been paid to the Employee prior to a
severance from employment if the Employee had continued in employment with the
Employer.  A leave cashout payment will
only be included in total compensation if it is paid by the later of 21⁄2 months
after the Employee’s severance from employment with the Employer, or the end of
the Plan Year that includes the date of the Employee’s severance from
employment with the Employer;


 


(xii)         Payments of ‘nonqualified deferred
compensation’ which, for purposes of this Subsection (l), shall mean payment
after severance from employment of amounts from a nonqualified unfunded
deferred compensation plan, provided that such payment would have been paid to
the Employee at the same time had he continued employment with the Employer and
only to the extent that the payment is included in the Employee’s gross income.  A nonqualified deferred compensation payment
will only be included in total compensation if it is paid by the later of 21⁄2
months after the Employee’s severance from employment with the Employer, or the
end of the Plan Year that includes the date of the Employee’s severance from
employment with the Employer; and


 


(xiii)        payments to an individual who does not
currently perform services for the Employer by reason of qualified military
service, as defined in IRC Section 414(u)(l), to the extent that such payments
do not exceed the amount that the individual would have received had he 


 


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or she continued in the
Employer’s employment instead of entering qualified military service.


 


(m)          Compensation shall not include the
following items:


 


(i)            Contributions (other than elective
contributions described in IRC Section 402(e)(3), 408(k)(6),
408(p)(2)(A)(i), or 457(b)) made by the Employer to a plan of deferred
compensation (including a simplified employee pension described in IRC Section 408(k) or
a simple retirement account described in IRC Section 408(p), and whether
or not qualified) to the extent that the contributions are not includible in
the gross income of the Employee for the taxable year in which contributed.  In addition, any distributions from a plan of
deferred compensation (whether or not qualified) are not considered as
compensation, regardless of whether such amounts are includible in the gross
income of the Employee when distributed;


 


(ii)           Amounts realized from the exercise of a
nonstatutory option (which is an option other than a statutory option as
defined in Treasury Regulation Section 1.421-1(b)), or when restricted
stock or other property held by an Employee becomes freely transferable or is
no longer subject to a substantial risk of forfeiture;


 


(iii)          Amounts realized from the sale, exchange,
or other disposition of stock acquired under a statutory stock option (as
defined in Treasury Regulation Section 1.421-1(b));


 


(iv)          Other amounts that receive special tax
benefits, such as premiums for group-term life insurance (but only to the
extent that the premiums are not includible in the gross income of the Employee
and are not salary reduction amounts that are described in IRC Section 125);
and


 


(v)           Other items of remuneration that are
similar to any of the items listed in items (i) through (iv) above.


 


(o)           For the purposes of Section 13.05, a
Participant’s Compensation for any Plan Year shall not exceed the amount set
forth in IRC Section 401(a)(17) (the ‘Code Section 401(a)(17)
Compensation Limit’) that applies to that Plan Year.  The Code Section 401(a)(17) Compensation
Limit shall be adjusted for cost-of-living increases in accordance with IRC Section 401(a)(17)(B).  The cost-of-living adjustment in effect for
the calendar year applies to Compensation for the Plan Year that begins with or
within such calendar year.  If a Plan
Year is less than 12 consecutive months, then the Code Section 401(a)(17)
Compensation Limit will be multiplied by a fraction, the numerator of which is
the number of months in the Plan Year, and the denominator of which is 12.  If Compensation 


 


8

















 


for any prior Plan Year
is used in determining a Participant’s Annual Benefit for the current Plan
Year, then the Compensation for such prior Plan Year is subject to the
applicable Code Section 401(a)(17) Compensation Limit as in effect for
that prior Plan Year.


 


(p)           The ‘Annual Benefit’ (as defined in
Subsection (p)(i) below) otherwise payable to a Participant under the Plan
at any time shall not exceed the Maximum Permissible Benefit (as defined in
Subsection (p)(iv) below).  If the
benefit the Participant would otherwise accrue in a Plan Year would produce an
Annual Benefit (as defined below) in excess of the Maximum Permissible Benefit,
the benefit shall be limited (or the rate of accrual reduced) to a benefit that
does not exceed the Maximum Permissible Benefit.


 


(i)            ‘Annual Benefit’ means the benefit that
is payable annually in the form of a straight life annuity.  Except as provided below, where a benefit is
payable in a form other than a straight life annuity, the benefit shall be
adjusted to an actuarially equivalent straight life annuity that begins at the
same time as such other form of benefit and is payable on the first day of each
month, before applying the limitations of this Section 13.05.  For a Participant who has or will have
distributions commencing at more than one annuity starting date, the Annual
Benefit shall be determined as of each such annuity starting date (and shall
satisfy the limitations of this Section 13.05 as of each such date),
actuarially adjusting for past and future distributions of benefits commencing
at the other annuity starting dates.  For
this purpose, the determination of whether a new starting date has occurred
shall be made without regard to Section 1.401(a)-20, Q&A 10(d) of
the Treasury Regulations, and with regard to Section 1.415(b)-1(b)(1)(iii)(B) and
(C) of the Treasury Regulations.


 


(ii)           For purposes of determining the Annual
Benefit, Subsection (b)(iii) shall apply.


 


(iii)          The determination of Annual Benefit shall
take into account social security supplements described in IRC Section 411(a)(9) and
benefits transferred from another defined benefit plan, other than transfers of
distributable benefits pursuant to Section 1.411(d)-4, Q&A-3(c) of
the Treasury Regulations, but shall disregard benefits attributable to Employee
contributions or rollover contributions or assets transferred to the Plan from
a qualified plan not maintained by the Employer.


 


(iv)          ‘Maximum Permissible Benefit’ means the
lesser of the Percentage Limitation or the Dollar Limitation (both adjusted
where required as provided in this Section 13.05).


 


9

















 


(v)           If the Participant is, or has ever been,
a Participant in another qualified defined benefit plan (without regard to
whether the plan has been terminated) maintained by the Employer or a
predecessor employer, the sum of the Participant’s Annual Benefits from all
plans may not exceed the Maximum Permissible Benefit.  Where the Participant’s employer-provided
benefits under all such defined benefit plans (determined as of the same age)
would exceed the Maximum Permissible Benefit applicable at that age, the
Employer shall limit the Participant’s benefit accrual only after the
Participant’s benefit accrual has first been reduced according to the terms of
each other qualified defined benefit plan.


 


(vi)          The application of this Subsection (p) shall
not cause the Maximum Permissible Benefit for any Participant to be less than
the Participant’s Accrued Benefit under all the defined benefit plans of the
Employer or a predecessor employer as of the end of the last Plan Year
beginning before January 1, 2008 under provisions of the plans that were
both adopted and in effect before April 5, 2007.  The preceding sentence applies only if the
provisions of such defined benefit plans that were both adopted and in effect
before April 5, 2007 satisfied the applicable requirements of statutory
provisions, regulations, and other published guidance relating to IRC Section 415
in effect as of the end of the last Limitation Year beginning before January 1,
2008, as described in Section 1.415(a)-1(g)(4) of the Treasury
Regulations.


 


(q)           To the extent
applicable, the Plan
shall comply with the plan aggregation rules set forth in Section 1.415(f)-1
of the Treasury Regulations.


 


(r)            For purposes of this Section 13.05,
Employer shall include any group of business entities under common control,
including but not limited to proprietorships and partnerships, or a controlled
group of corporations with the Company within the meaning of IRC Sections
414(b), (c) and (o); provided, the phrase ‘more than 50%’ is substituted for
the phrase ‘at least 80%’ each place it appears in IRC Section 1563(a)(1).”


 


2.  Section 14.10.  Section 14.10 shall be revised by
substituting the following as the last sentence of Section 14.10(iv):


 


“Effective
for distributions beginning on or after January 1, 2003, and
notwithstanding any other Plan provision to the contrary, the applicable
mortality table used for purposes of adjusting any benefit or limitation under
IRC Section 415(b)(2)(B), (C) or (D) as forth in Section 13.05
of this Plan and the applicable mortality table used for purposes of satisfying
the requirements of IRC Section 417(e) as set forth in Section 14.10
of this Plan is the table prescribed in Revenue Ruling 2001-62; provided, however, for distributions with
Annuity Starting Dates 


 


10

















 


on or after December 31,
2007, the applicable mortality table shall be the ‘applicable § 417(e)(3) mortality
table’ as described in Revenue Ruling 2007-67 where required.”


 


3.  Section 14.10.  Section 14.10 shall be revised by adding
the following new Subsection 14.10(v):


 


“(v)         For Plan Years beginning on or after January 1,
2004, and to the extent required by Notice 2004-78, 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 assumptions shall
not be less than the greater of the applicable interest rate (as defined in IRC
Section 417(e)(3)) or the rate specified in the Plan, except that in the
case of Plan Years beginning in 2004 or 2005, 5.5% is used in lieu of the
applicable interest rate.  For purposes
of this Subsection (v), the transition rule provided in Section 101(b)(4) of
the Pension Funding Equity Act of 2004, Pub. L. 108-218, shall apply as
provided for in Notice 2004-78.”


 


4.  Section 17.02.  Subsection 17.02(j) shall be revised to
read as follows:


 


“(j)          Compensation.  The term
‘Compensation’ means compensation as defined in IRC Section 415(c)(3) and,
for purposes of computing a Participant’s minimum benefit, as limited by IRC Section 401(a)(17).”


 


IN
WITNESS WHEREOF, Aon Corporation has adopted this Thirteenth Amendment to the
2002 Restatement of the Aon Pension Plan, effective as set forth above on this
15th day of September, 2009.


 


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