Exhibit
10.1


 


Strictly private and confidential -


Addressee only


 


Mr
Stephen P. McGill


Chairman and
Chief Executive Officer


Aon Risk
Services Worldwide


200 E.
Randolph Street


Chicago,
Illinois  60601


 


	
  03 August
  2009

  	
   

  	
  ID:
  0515049

  



 


Dear Steve


 


Re:  Variation of your executive
agreement


 


I set out
below the amendments to the terms and conditions of your employment with Aon
Limited (“the Company”) as set out in your offer letter and Executive Agreement
dated 22 April 2005, and as amended by your Overseas Assignment Letter
dated 24 July 2006, the Variation Letter dated 31 December 2007, and
the Pension Letter summarizing your pension arrangements dated 30 January 2008
(together known as your “Employment Terms and Conditions”).


 


1.                                      Overseas
Assignment:  The terms of your overseas
assignment will continue as outlined in your Overseas Assignment Letter other
than as outlined below.


 


2.                                      Duration of
Overseas Assignment:  Your
overseas assignment is expected to last for a fixed term period until 1 January 2013
(the “Fixed Term Period”), subject to the provisions on contract renewal,
termination of assignment and employment termination as set forth in the
applicable Employment Terms and Conditions.


 


3.                                      Salary:  To alleviate the administrative burdens
related to significant shifts in the foreign exchange rates between the U.S.
and the U.K., Paragraph 6 of the Schedule to your Executive Agreement and
paragraph 2 in your Overseas Assignment Letter shall be deleted and replaced
with the following:


 


“6.                                 SALARY:  Effective 1 May 2009, USD 1,100,000 per
annum payable monthly.


 


Should you
repatriate to the U.K. during the Fixed Term Period, the final salary
(excluding bonus and allowances) that you will be receiving during your
assignment will become your salary in the U.K., and your total remuneration
package will be reassessed to ensure that it is in line with local market
remuneration.”


 


4.             Pension:  Your existing pension
arrangements will be discontinued effective 1 July  2009. All clauses in
your Employment Terms and Conditions relevant to your pension, including clause
16.1 and clause 10 in the Schedule to your Executive Agreement, clause 7 in
your Overseas Assignment Letter, clause 4 in your Variation Letter and the
whole of the Pension Letter shall be deleted and replaced with the following:


 


“Beginning 1 January 2010
and on each subsequent anniversary of such date during the Fixed Term Period,
the Company will pay to you a lump sum in USD equivalent to :-


 

















 


the prevailing
Aon Limited Scottish Widows GPPP Tier 2 (or equivalent) employer contribution
from time to time (currently 10% of salary excluding bonuses and allowances),
plus an amount representing the sum you would have received as a matching
amount from the Company if you had made the maximum matched contribution level
prevailing from time to time (currently 5% of salary excluding bonuses and
allowances), both figures being subject to the cap on pensionable salary
prevailing from time to time (currently £300,000) giving a current lump sum
payment of the USD equivalent of GBP 45,000 per annum, calculated using the
foreign exchange rate on the date of such payment.  No later than 31 December 2009, the
Company will pay to you a lump sum calculated in accordance with the previous
sentence but reduced by 50% to represent the partial-year allocation due to you
for the period commencing 1 July 2009 and ending 31 December 2009.  The sums shall be subject to such deductions,
including tax, as required by applicable laws. 
The Company shall pay no other sum to you in respect of pension benefit
whether into a pension scheme or otherwise.


 


5.               UK Benefits:
Your eligibility to UK benefits from the Company, other than pension, shall
continue at the current level as long as legally permissible under applicable
laws.  You shall  continue to contribute to the UK National
Insurance Scheme for the duration of your employment.


 


6.               Expatriate Allowance:  Your existing annual expatriate allowance of
USD 300,000 shall continue; provided, however, that all taxes due on such
amount will become payable by you beginning 1 January 2010.  This allowance will cease upon the earlier of
your return to work for the Company in the U.K. or the end of the Fixed Term
Period.


 


7.               Income Taxes:  Effective 1 January 2010, you agree
that your remuneration will not be subject to the Company’s tax equalization
policy. Therefore, effective as of such date Clause 5 of, and Schedule A to,
your Overseas Assignment Letter will cease to apply to your employment, save
the provisions regarding income tax return preparation.  Beginning 1 January 2010, you will be
responsible for any tax liability imposed under U.S. and UK tax laws in
relation to all of your tax liability including in respect of your remuneration
and benefits package from the Company and any other income or benefits received
by you.


 


Please sign
and date this letter and return one copy to me to confirm your understanding of
this letter and acceptance of the changes to your Employment Terms and
Conditions set out above.


 


Yours
sincerely,


 


	
  /s/ Peter
  Harmer

  	
   

  



 


Peter
Harmer


CEO  Aon
Limited


 


2

















 


I understand
and accept the amendments to my Employment Terms and Conditions as set out
above.


 


	
  /s/ Stephen
  P. McGill

  	
   

  	
  3rd August
  2009

  
	
  Stephen P.
  McGill

  	
  Date

  



 


3