Exhibit 4.2


 


Unless
this Security is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any Security issued upon
registration of transfer of, or in exchange for, or in lieu of, this Security
is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.


 


AON CORPORATION


 


3.500% Senior Notes due 2015


 




	
  No. 1

  	
   

  	
  $

  
	
  CUSIP
  No.

  	
   

  	
   

  






 


AON CORPORATION


 


AON
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company,” which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., as nominee for The
Depository Trust Company, or registered assigns, the principal sum of                      DOLLARS
($                       )
on September 30, 2015 and, subject to Section 16.05 of said
Indenture, to pay interest thereon from September 10, 2010 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on each March 30 and September 30,
commencing on March 30, 2011 (each, an “Interest Payment Date”), at the
rate of 3.500% per annum, until the principal hereof is paid or made available
for payment.  The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the March 15
or September 15 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date.  Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more predecessor Securities) is registered at the close of
business on a subsequent record date for the payment of such defaulted interest
established by the Company, notice whereof shall be given to Holders of
Securities of this series not less than 15 days prior to such subsequent record
date, such record date to be not less than five days preceding the date of
payment of such defaulted interest, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in said Indenture.


 


Payment
of the principal of (and premium, if any) and any such interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in the City of Chicago or the Borough of Manhattan, The City of
New York, in such coin or currency of the 


 

















 


United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option
of the Company payment of interest may be made by wire transfer, other
electronic means or mailing checks to the address of the Holder entitled
thereto as such address shall appear in the Security Register.


 


The
Securities of this series are subject to redemption and repurchase at the
option of the respective Holders prior to the stated maturity as described on
the reverse hereof.


 


Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee
referred to herein by manual signature, this Security shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.


 


2

















 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


Dated:
September 10, 2010


 


 


	
   

  	
   

  	
   

  	
  AON
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


 


[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


	
   

  	
   

  	
   

  	
  THE BANK OF NEW YORK MELLON TRUST COMPANY,
  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized
  Officer

  
							



 


3

















 


This
Security is one of a duly authorized series of securities of the Company
entitled “3.500% Senior Notes due 2015” (herein called the “Securities”) issued
and to be issued in one or more series under an Indenture, dated as of September 10,
2010 (herein called the “Indenture”) between the Company and The Bank of New
York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  The
Securities of this series will initially be issued in the aggregate principal
amount of $                      .  The Company may, from time to time, without
the written consent of or notice to holders of the Securities of this series,
create and issue under the Indenture additional securities having the same
terms and conditions as the Securities of this series (other than the issue
date, the issue price and, to the extent applicable, the first date from which
interest on such additional securities shall accrue and the first interest
payment date for such additional securities) and such additional securities
shall be consolidated with and form a single series with the Securities of this
series.


 


The
Company may redeem the Securities of this series, in whole at any time, or in
part from time to time, at the Company’s option, on not less than 30 nor more
than 90 days’ notice, at a price equal to the greater of (1) 100% of
the principal amount of the Securities to be redeemed and (2) the sum of
the present values of the remaining scheduled payments of principal and
interest on the Securities to be redeemed (exclusive of interest accrued to the
date of redemption) discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months), at a rate equal
to the sum of the applicable Treasury Rate (as defined below), plus 35 basis
points, plus, in each case, accrued and unpaid interest thereon to but
excluding the redemption date (each such redemption being an “Optional
Redemption”).


 


If
the Company has given notice of Optional Redemption as provided herein and in
the Indenture and funds for the redemption of any Securities of this series
called for Optional Redemption have been made available on the applicable
redemption date, such Securities will cease to bear interest on the date fixed
for redemption.  Thereafter, the only
right of the Holders of such Securities will be to receive payment of the
applicable redemption price.


 


The
Company will prepare and mail a notice of an Optional Redemption to each Holder
of Securities to be redeemed by first-class mail at least 30 and not more than
90 calendar days prior to the date fixed for such Optional Redemption. On and
after the redemption date for an Optional Redemption, interest will cease to
accrue on the Securities called for redemption (unless the Company defaults in
the payment of the redemption price).


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Securities.


 


4

















 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the
average of three Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee is given fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations, or (iii) if
only one Reference Treasury Dealer Quotation is received, such quotation.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.


 


“Reference
Treasury Dealer” means each of Credit Suisse Securities (USA) LLC, Morgan
Stanley & Co. Incorporated, Banc of America Securities LLC, Deutsche
Bank Securities Inc. and RBS Securities Inc. (or their respective affiliates
that are Primary Treasury Dealers) and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company will substitute therefor another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third business day preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such
redemption date.


 


If
for any reason (i) the Company’s merger with Hewitt Associates, Inc.
pursuant to the Agreement and Plan of Merger dated as of July 11, 2010
(the “Merger Agreement”) (the “Merger”) is not consummated on or prior to March 31,
2011 or the Merger Agreement is terminated at any time prior thereto, the
Company will redeem all the Securities of this series on the Special Mandatory
Redemption Date (as defined below) at a redemption price equal to 101% of the
aggregate principal amount of the Securities, plus accrued and unpaid interest
from the later of the date of initial issuance or the most recent date to which
interest has been paid or duly provided for, whichever is later, to but
excluding the Special Mandatory Redemption Date (subject to the right of
Holders on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date) (such redemption being the “Special Mandatory
Redemption”).


 


The
Company will cause the notice of Special Mandatory Redemption to be mailed,
with a copy to the Trustee, within five business days after the occurrence of
the event triggering the Mandatory Redemption to each Holder at its registered
address. If funds sufficient to pay the redemption price of all Securities to
be redeemed on the Special Mandatory Redemption Date are deposited with the
paying agent on or before the Special Mandatory Redemption Date, on and after
the Special Mandatory Redemption Date, the Securities will cease to bear
interest and all rights under the Securities shall terminate.  The provisions relating to Special Mandatory
Redemption set forth in this paragraph may not be waived or modified without
the written 


 


5

















 


consent
of Holders of at least 90% in principal amount of the outstanding Securities of
this series.


 


The
“Special Mandatory Redemption Date” means the earlier to occur of (1) April 30,
2011, if the merger has not been completed on or prior to March 31, 2011,
or (2) the 30th day (or if such day is not a business day, the first
business day thereafter) following the termination of the Merger Agreement for any
reason.


 


If
a Change of Control Repurchase Event (as defined below) occurs, unless the
Company has exercised its Optional Redemption right by notifying the Holders of
the Securities to that effect, the Company shall make an offer (a “Change of
Control Offer”) to each Holder of the Securities of this series to repurchase
all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of
$2,000) of that Holder’s Securities on the terms set forth herein. In a Change
of Control Offer, the Company shall offer payment in cash equal to 101% of the
aggregate principal amount of the Securities repurchased, plus accrued and
unpaid interest, if any, on the Securities repurchased to the date of
repurchase (the “Change of Control Payment”). 
Within 30 days following any Change of Control Repurchase Event or, at
the Company’s option, prior to any Change of Control, but after public
announcement of the pending Change of Control, the Company shall send, by first
class mail, a notice to each Holder of the Securities, with a copy to the
Trustee, which notice shall govern the terms of the Change of Control
Offer.  Such notice shall state, among
other things, the purchase date, which date will be no earlier than 30 days and
no later than 90 days from the date that notice is mailed, other than as may be
required by law (a “Change of Control Payment Date”). The notice will, if
mailed prior to the date of consummation of the Change of Control, state that
the Change of Control Offer is conditioned on the Change of Control Repurchase
Event occurring on or prior to the applicable Change of Control Payment Date.


 


Holders
of Securities electing to have Securities purchased pursuant to a Change of
Control Offer will be required to surrender their Securities, with the form entitled
“Option of Holder to Elect Purchase” on the reverse of the Security completed,
to the Paying Agent at the address specified in the notice, or transfer their
Securities to the Paying Agent by book-entry transfer pursuant to the
applicable procedures of the Paying Agent, prior to the close of business on
the third Business Day prior to the Change of Control Payment Date.


 


The
Company will not be required to make a Change of Control Offer upon the
occurrence of a Change of Control Repurchase Event if a third party makes such
an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by the Company and the third party repurchases
all Securities properly tendered and not withdrawn under its offer.


 


The
Company shall comply with the requirements of Rule 14e-1 under the
Securities Exchange Act of 1934 (the “Exchange Act”) and any other securities
laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Securities as a result of a
Change of Control Repurchase Event. To the extent that the provisions of any
such securities laws or regulations conflict with the Change of Control Offer
provisions of the Securities, the Company shall comply with those securities
laws and


 


6

















 


regulations
and will not be deemed to have breached its obligations under the Change of
Control Offer provisions of the Securities by virtue of any such conflict.


 


On
each Change of Control Payment Date, the Company shall, to the extent lawful:


 


·                  accept for payment all Securities or portions
of such Securities properly tendered pursuant to the Change of Control Offer;


 


·                  deposit with the paying agent an amount equal
to the Change of Control Payment in respect of all Securities or portions of
Securities properly tendered; and


 


·                  deliver or cause to be delivered to the
Trustee the Securities properly accepted together with an Officer’s Certificate
stating the aggregate principal amount of the Securities or portions of the
Securities being repurchased and that all conditions precedent provided for in
the Indenture to the Change of Control Offer and to the repurchase by the
Company of the Securities pursuant to the Change of Control Offer have been
complied with.


 


For
purposes of the Change of Control Offer provisions of the Securities, the
following terms will be applicable:


 


“Change
of Control” means the occurrence of any of the following: (1) the direct
or indirect sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the Company’s assets and the assets of the
Company’s subsidiaries, taken as a whole, to any person, other than to the
Company or one of its subsidiaries; (2) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of
the Company’s outstanding Voting Stock or other Voting Stock into which the
Company’s Voting Stock is reclassified, consolidated, exchanged or changed,
measured by voting power rather than number of shares; (3) the Company
consolidates with, or merges with or into, any person, or any person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the Company’s outstanding Voting
Stock or the Voting Stock of such other person is converted into or exchanged
for cash, securities or other property, other than any such transaction where
the shares of the Company’s Voting Stock outstanding immediately prior to such
transaction constitute, or are converted into or exchanged for, a majority of
the Voting Stock of the surviving person or any direct or indirect parent
company of the surviving person immediately after giving effect to such
transaction; or (4) the first day on which a majority of the members of
the Company’s board of directors are not Continuing Directors. Notwithstanding
the foregoing, a transaction will not be deemed to involve a Change of Control
under clause (2) above if (i) the Company becomes a direct or
indirect wholly-owned subsidiary of a holding company and (ii)(A) the
direct or indirect holders of the Voting Stock of such holding company
immediately following that transaction are substantially the same as the
holders of the Company’s Voting Stock immediately prior to that transaction or (B) the
shares of the Company’s Voting Stock outstanding immediately prior to such
transaction are converted into or exchanged for, a majority of the Voting Stock
of such holding company


 


7

















 


immediately
after giving effect to such transaction. The term “person,” as used in this
definition, has the meaning given thereto in Section 13(d)(3) of the
Exchange Act.


 


“Change
of Control Repurchase Event” means the occurrence of both a Change of Control
and a Rating Event.


 


“Continuing
Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of the Company’s Board of
Directors on the date the Securities were initially issued or (2) was
nominated for election, elected or appointed to the Company’s Board of
Directors with the approval of a majority of the Continuing Directors who were
members of the Company’s Board of Directors at the time of the nomination,
election or appointment (either by a specific vote or by approval of the
Company’s proxy statement in which that member was named as a nominee for
election as a director, without objection to the nomination).


 


“Fitch”
means Fitch Inc. and its successors.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent)
by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by
Fitch, and the equivalent investment grade credit rating from any replacement
rating agency or rating agencies selected by the Company.


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


“Rating
Agencies” means each of Moody’s, S&P and Fitch; provided, that if any of
Moody’s, S&P or Fitch ceases to provide rating services to issuers or
investors, the Company may appoint a replacement for such Rating Agency that is
reasonably acceptable to the Trustee.


 


“Rating
Event” means the rating on the Securities is lowered by at least two of the
three Rating Agencies and the Securities are rated below an Investment Grade
Rating by at least two of the three Rating Agencies, in any case on any day
during the period (which period will be extended so long as the rating of the
Securities is under publicly announced consideration for a possible downgrade
by any of the Rating Agencies) beginning on the first public notice of the
occurrence of a Change of Control and ending 60 days following consummation of
such Change of Control.


 


“S&P”
means Standard & Poor’s Rating Services, a division of The McGraw-Hill
Companies, Inc., and its successors.


 


“Voting
Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) as of any date, the capital stock of that person that is at
the time entitled to vote generally in the election of the board of directors
of that person.


 


If
an Event of Default with respect to the Securities of this series shall occur
and be continuing, the principal amount of and accrued and unpaid interest, if
any, on the Securities of


 


8

















 


this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with
certain conditions set forth therein.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. 
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registerable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


The
Securities of this series are issuable only in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.


 


No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


9

















 


Prior
to due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


Interest
on this Security shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.


 


The
Company shall not be obligated to pay Additional Amounts with respect to the
Securities.


 


All
terms used but not defined in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


 


This
Security shall be governed by and construed in accordance with the laws of the
State of New York without giving effect to the conflict of laws provisions
thereof.


 


*     *    
*


 


10






 












 


ASSIGNMENT


 


I
or we assign and transfer this Security to:


 




	
   

  	
   

  	
   

  
	
   

  	
  (Insert assignee’s social security or tax I.D. number)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print or type name, address and zip code of assignee)

  	
   

  






 


and
irrevocably appoint:


 


as
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.


 


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign
  exactly as your name appears on the face of this Security)

  



 


	
  Signature
  Guarantee:

  	
   

  	
   

  



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Security Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


11

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If
you want to elect to have this Security purchased by the Company pursuant to
Change of Control Offer, check the box:


 


	
   

  	
  o

  	
   

  
	
   

  	
  Change of Control

  	
   

  



 


If
you want to elect to have only part of this Security purchased by the Company
pursuant to a Change of Control Offer, state the principal amount (in
denominations of $2,000 and integral multiples of $1,000):


 


$                                   


 


	
  Date:

  	
   

  	
   Your
  Signature:

  	
   

  	
   

  



(Sign
exactly as your name appears on the other side of the Security)


 


	
  Signature
  Guarantee

  	
   

  	
   

  
	
   

  	
  Signature
  must be guaranteed by a participant in a recognized signature guaranty
  medallion program or other signature guarantor acceptable to the Trustee

  



 


12