Exhibit
10.2


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Employment Agreement (this
“Agreement”) is dated as of June 10, 2009 (the “Effective Date”) between
Aon Corporation, a Delaware corporation (the “Company”) and Ted T. Devine (the “Executive”).


 


WHEREAS, the Company seeks
to employ Executive as Executive Vice President of Aon Corporation and Chief
Executive Officer of Aon Specialty; and


 


WHEREAS, Executive desires
to continue to serve and be employed upon the terms and subject to the
conditions as amended and restated herein.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements contained herein, the
parties hereby agree as follows:


 


1.                                      Employment.    The Company hereby agrees to employ the
Executive and the Executive hereby agrees to be employed upon the terms and
subject to the conditions contained in this Agreement.  The term of employment of the Executive commenced
on May 2, 2005 (the “Employment Date”) and will continue pursuant to this
Agreement until April 30, 2013, unless earlier terminated pursuant to Section 4
hereof (the “Employment Period”).


 


2.                                      Position
and Duties; Responsibilities; Board Service.   (a)   
Position and Duties. The Company shall employ the Executive
during the Employment Period as Executive Vice President of Aon Corporation and
Chief Executive Officer of Aon Specialty, or in another Level 1A senior
executive capacity with profit and loss responsibility as may be authorized or
directed by the Chief Executive Officer of the Company (the “CEO”).  During the Employment Period, the Executive
shall perform faithfully and loyally and to the best of his abilities the
duties assigned to him hereunder and shall devote his full business time,
attention and effort to the affairs of the Company and its subsidiaries and
shall use his best efforts to promote the interests of the Company and its
subsidiaries.  The Executive may engage
in charitable, civic or community activities and, with the prior approval of
the CEO, may serve as a director of any other business corporation, provided
that (i) such activities or service do not interfere with his duties
hereunder or violate the terms of any of the covenants contained in Section 6,
7, or 8 hereof and (ii) such other business corporation provides the
Executive with director and officer insurance coverage which, in the opinion of
the CEO, is adequate under the circumstances.


 


(b)                                 Responsibilities.  The Executive will have the authority and
responsibility typically held by an Executive Vice President of a large, global
publicly-traded company.  The Executive
will also perform such other duties (not inconsistent with his positions) on
behalf of the Company and its subsidiaries as may be from time to time
authorized or directed by the CEO.  The
Executive will report to the CEO.


 


3.                                      Compensation.    (a) Base
Salary.  The Company will pay the
Executive a base salary of $950,000 per annum (“Base Salary”), payable
semi-monthly in accordance with the Company’s executive payroll policy.  Such Base Salary shall be reviewed annually
on the Company’s regular executive salary review schedule, and shall be subject
to adjustment at the discretion of the CEO and Organization and Compensation
Committee of the Board of Directors.


 

















 


(b)                                 Annual Bonus.  During the Employment Period, the Executive’s
annual bonus target will be 150% of his Base Salary in effect at the end of the
year, and the maximum annual bonus payable will be three times such
target.  Except as set forth herein, the
Executive’s bonus shall be subject to the terms of the Company’s
shareholder-approved Senior Officer Incentive Compensation Plan and to the Aon
Incentive Stock Program, as those plans and programs may be amended from time
to time.


 


(c)                                  Initial Stock
Award.  On the Employment Date, the Executive
received a restricted stock unit award of 100,000 shares of common stock of the
Company.  Except as otherwise set forth
herein, such restricted stock units are subject to terms and conditions
generally applicable to restricted stock unit grants under the Aon Stock
Incentive Plan (the “Incentive Plan”). 
In the event of termination of the Executive’s employment by the Company
without Cause pursuant to Section 4(d) hereof such award shall
continue to vest in accordance with its full original vesting schedule.


 


(d)                                 Initial Stock
Option.  (i) On the Employment
Date, the Executive was granted a non-qualified option of 150,000 shares of the
common stock of the Company.  The
non-qualified stock option was granted pursuant to and, except as otherwise set
forth herein, is subject to, the terms of the Incentive Plan.  Such options shall vest in accordance with
the terms generally applicable to option grants under the Aon Stock Incentive
Plan.  In the event of termination of the
Executive’s employment by the Company without Cause pursuant to Section 4(d) hereof
such option shall continue to vest in accordance with its full original vesting
schedules.


 


(e)                                  Other Benefits.  During the Employment Period, the Executive
shall be entitled to participate in the Company’s employee benefit plans generally
available to executives of the Company (such benefits being hereinafter
referred to as the “Employee Benefits”). 
The Executive also shall be entitled to vacation (not less than 4 weeks
per year) or illness in accordance with the Company’s policy for executives and
to receive all other fringe benefits as are from time to time made generally
available to executives of the Company.


 


(f)                                    Expense
Reimbursement.  During the
Employment Period, the Company shall reimburse the Executive in accordance with
the Company’s policies and procedures, for all proper expenses incurred by him
in the performance of his duties hereunder.


 


(g)                                 2009 Award.  On or about April 27, 2009, the
Executive received an award of 25,000 restricted stock units of Aon Corporation
common stock under the Incentive Plan, as amended from time to time (the “2009
Award”).  The restricted stock units were
granted in accordance with the approval provided by the Organization and
Compensation Committee of Aon Corporation’s board of directors on January 29,
2009.  Except as otherwise set forth
herein, the award is subject to the Company’s standard terms and provisions,
including vesting provisions.  For the
avoidance of doubt, the restricted stock units will vest in equal installments
of 25% on the second through fifth anniversary of the date of grant subject to
the Executive’s continued employment.


 


(h)                                 Other Equity Awards.  Subsequent to the Employment Date and in
addition to the 2009 Award, the Executive has received additional equity awards
that except as otherwise set forth herein are governed by the terms of the
applicable award documents and by the Incentive Plan.


 


4.                                      Termination.    (a) 
Death.   Upon the death of the
Executive, this Agreement shall automatically terminate and the Executive’s executor,
administrator or designated beneficiary shall be entitled to receive the
Executive’s Base Salary which shall have accrued to the date of such


 


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death.  The Company shall pay to the Executive’s executor
or administrator of Executive’s estate a lump sum cash amount equal to the
Executive’s Base Salary at the rate in effect at the date of such death, to
which the Executive would have been entitled from the date of such death until
the end of the Employment Period, reduced by the amount of any benefit paid
under any individual or group life insurance policy maintained by the Company
for the benefit of the Executive.


 


(b)                                 Disability.  The Company may, at its option, terminate
this Agreement upon written notice to the Executive if the Executive, because
of physical or mental incapacity or disability, fails to perform the essential
functions of his position, with reasonable accommodation, if relevant, required
of him hereunder for a continuous period of 120 days or any 180 days within any
12-month period.  Upon such termination,
the Executive or his legal representative shall be entitled to receive the Base
Salary which shall have accrued to the date of termination, plus continuation
of Base Salary, at the rate in effect at the date of such termination of
employment, until the end of the Employment Period; provided, however, that the
amount of any benefit payable under any disability insurance policy maintained
by the Company for the benefit of the Executive shall be deducted from the
payments of such Base Salary.  In the
event of any dispute regarding the existence of the Executive’s incapacity or
disability hereunder, the matter shall be resolved by the determination of an
independent physician agreed to between the Executive and the Company
specializing in the claimed area of incapacity or disability.  The Executive shall submit to appropriate
medical examinations for purposes of such determination.


 


(c)                                  Cause.  (i) The Company may at any time, at its
option, terminate the Executive’s employment under this Agreement immediately
for Cause (as hereinafter defined).  The
Company’s decision in this regard shall be taken by the Governance Committee of
the Board (“Governance Committee”).  The
Executive shall be given at least seven days advance written notice of any
meeting at which the Governance Committee proposes to put forward for a vote a
decision on whether or not to terminate the Executive for Cause and the written
notice shall describe in reasonable detail the basis on which the Governance
Committee may conclude that Cause exists. 
The Executive shall have the opportunity to appear in person and to make
such written and/or oral presentation to such meeting of the Governance
Committee as the Executive thinks fit. 
If a majority of the Governance/Nominating Committee authorizes by
affirmative vote a termination for Cause at such meeting (whether or not the
Executive makes any oral or written presentations at such meeting) such
determination shall be final and binding upon the Company and the Executive
once such decision is confirmed in writing and communicated to the Executive.


 


(ii)                                  As used in this
Agreement, the term “Cause” shall mean any one or more of the following:


 


(A)  any intentional
act of fraud, embezzlement or theft by the Executive in connection with his
duties hereunder or in the course of his employment hereunder or the Executive’s
admission or conviction of, or plea of nolo contendere to, a felony or of any
crime involving moral turpitude, fraud, embezzlement, theft or
misrepresentation;


 


(B)  any gross
negligence or willful misconduct of the Executive resulting in a loss to the
Company or any of its subsidiaries, or damage to the reputation of the Company
or any of its subsidiaries;


 


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(C)  any breach by the
Executive of any one or more of the covenants contained in Section 6, 7,
or 8 hereof;


 


(D)  any violation of
any statutory or common law duty of loyalty to the Company or any of its
subsidiaries;


 


(E)  the determination
by Gregory Case, in his capacity as CEO, that the Executive has breached the
policies or procedures of the Company or engaged in any action or behavior that
is, or if allowed to continue could be, detrimental to the business or reputation
of the Company; or


 


(F)  the Executive’s
receipt of two written disciplinary notices from the Global Head of Human
Resources within any twenty-four (24) month period as a result of the Executive’s
breach of the policies or procedures of the Company or any action or behavior
by the Executive that is, or if allowed to continue could be, detrimental to
the business or reputation of the Company.


 


(iii)                               The exercise of
the right of the Company to terminate this Agreement pursuant to this Section 4(c) shall
not abrogate the rights or remedies of the Company in respect of the breach
giving rise to such termination.


 


(iv)                              If the Company
terminates the Executive’s employment for Cause, as defined in Section 4(c),
he shall be entitled to:


 


(A) accrued Base Salary
through the date of the termination of his employment; and


 


(B) other Employee
Benefits to which the Executive is entitled upon his termination of employment
with the Company, including any regular and supplemental retirement and
disability benefits required pursuant to the terms of the plans and programs of
the Company.


 


(v)                                 The definition
of “Cause” herein shall replace any other definitions of “Cause” in any prior
agreements between the Executive and the Company, including, but not limited
to, any prior equity awards, and such definition shall be used for purposes of
determining the Executive’s right to any payments or benefits under such prior
agreements in the event of his termination of employment.


 


(d)                                 Termination
Without Cause.  If, during
the Employment Period, the Company terminates the employment of the Executive
hereunder for any reason other than a reason set forth in Section 4(a), (b) or
(c), the Company will give the Executive 12 months’ prior written notice of
such termination and:


 


(i)                                     during the
notice period or thereafter, as applicable, the Executive will be entitled to
the payments and benefits specified by Sections 4(c)(iv)(A) and (B); and


 


(ii)                                  concurrent with
the last day of the notice period, the Executive will be entitled to receive a
lump sum cash payment.  The lump sum
payment will be equal to the product of (x) two


 


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and (y) the sum of the
annual Base Salary and the Executive’s target annual incentive bonus for the
Bonus Year in which the Executive’s employment terminates.


 


Notwithstanding the
foregoing provisions of this Section 4(d), if any payment specified by
this Section 4(d) would not be deductible by the Company for federal
income tax purposes by reason of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”), or any similar or successor
statute (excluding Section 280G of the Code), such payment will be
deferred and the amount thereof (plus earnings thereon in accordance with the
terms of such deferral) will be paid to the Executive at the earliest time that
such payment is deductible by the Company.


 


(e)                                  Voluntary
Termination.   The
Executive may voluntarily terminate his employment with the Company prior to
the end of the Employment Period for any reason.  If the Executive voluntarily terminates his
employment pursuant to this Section 4(e), the Executive shall give the
Company 12 months prior written notice and shall be entitled to the payments
specified by Sections  4(c)(iv)(A) and(B).


 


(f) 
Termination for Good Reason.  (i) Upon
30 days’ prior written notice to the Company, the Executive may voluntarily
terminate his employment for Good Reason (as herein defined).  If the Executive voluntarily terminates
employment pursuant to this Section 4(f), the Executive’s entitlement to
compensation and benefits will cease immediately, except that the Executive
will be entitled to the payments and benefits specified in Section 4(d);


 


(ii)                                  As used in this
Agreement, “Good Reason” means, during the Employment Period and without the
written consent of the Executive, the following, provided that an isolated,
insubstantial or inadvertent action not taken in bad faith or a failure not
occurring in bad faith, which is reasonably remedied by the Company promptly
after receipt of notice thereof given by the Executive will not constitute Good
Reason:


 


(A)                       the assignment
to the Executive of duties, authority or responsibilities materially
inconsistent in any respect with a Level 1A senior executive position as
contemplated by this Agreement;


 


(B)                         any failure by
the Company to comply with the provisions of Section 3 hereof;


 


(C)                         any requirement
by the Company that the Executive’s principal office be located more than 50
miles outside of the greater Chicago metropolitan area; or


 


(D)                        any other
material breach by the Company of this Agreement.


 


(iii)                               The Executive
acknowledges and agrees that the performance of his duties in London in
connection with his position as Chief Executive Officer of Aon Specialty and
any travel connected with such duties will not be considered to give rise to a
Good Reason for his termination under this Agreement.


 


5.                                      Federal
and State Withholding.                       The Company
shall deduct from the amounts payable to the Executive pursuant to this
Agreement the amount of all required federal, state and local withholding taxes
in accordance with the Executive’s Form W-4 on file with the Company, and
all applicable federal employment taxes.


 


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6.                                      Noncompetition;
Nonsolicitation.              (a)  General.  The Executive acknowledges that in the course
of his employment with the Company he has and will become familiar with trade
secrets and other confidential information concerning the Company and its
subsidiaries and that his services will be of special, unique and extraordinary
value to the Company and its affiliates.


 


(b)                                 Noncompetition.  The Executive agrees that during the period
of his employment with the Company and for a period of two years thereafter
(the “Noncompetition Period”) he shall not in any manner, directly or
indirectly, through any person, firm or corporation, alone or as a member of a
partnership or as an officer, director, stockholder, investor or employee of or
consultant to any other corporation or enterprise or otherwise, engage or be
engaged, or assist any other person, firm, corporation or enterprise in
engaging or being engaged, in any business, in which the Executive was involved
or had knowledge, being conducted by, or contemplated by, the Company or any of
its subsidiaries as of the termination of the Executive’s employment in any
geographic area in which the Company or any of its subsidiaries is then
conducting such business.


 


(c)                                  Nonsolicitation.  The Executive further agrees that during the
Noncompetition Period he shall not in any manner, directly or indirectly,
induce or attempt to induce any employee of the Company or any of its
subsidiaries to terminate or abandon his or her employment for any purpose
whatsoever.


 


(d)                             Exceptions.  Nothing in this Section 6 shall prohibit
the Executive from being (i) a stockholder in a mutual fund or a
diversified investment company or (ii) a passive owner of not more than
two percent of the outstanding stock of any class of a corporation, any
securities of which are publicly traded, so long as Executive has no active
participation in the business of such corporation.


 


(e)                                  Reformation.  If, at any time of enforcement of this Section 6,
a court holds that the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the maximum period,
scope or geographical area reasonable under such circumstances shall be
substituted for the stated period, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum
period, scope and area permitted by law. 
This Agreement shall not authorize a court to increase or broaden any of
the restrictions in this Section 6.


 


(f)                                    Consideration;
Breach.  The Company and the Executive
agree that the payments to be made, and the benefits to be provided, by the
Company to the Executive pursuant to Section 3 hereof shall be made and
provided in consideration of the Executive’s agreements contained in Section 6
hereof.  In the event that the Executive
shall commit a material breach of any provision of Section 6 hereof, the
Company shall be entitled immediately to terminate making all remaining
payments and providing all remaining benefits pursuant to Section 3 hereof
and upon such termination the Company shall have no further liability to the
Executive under this Agreement.


 


7.                                      Confidentiality.  The Executive shall not, at any time during
the Employment Period or thereafter, make use of or disclose, directly or
indirectly, any (i) trade secret or other confidential or secret
information of the Company or of any of its subsidiaries or (ii) other
technical, business, propietary or financial information of the Company or of
any of its subsidiaries not available to the public generally or to the
competitors of the Company or to the competitors of any of its subsidiaries (“Confidential


 


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Information”), except to the
extent that such Confidential Information (a) becomes a matter of public
record or is published in a newspaper, magazine or other periodical available
to the general public, other than as a result of any act or omission of the
Executive, (b) is required to be disclosed by any law, regulation or order
of any court or regulatory commission, department or agency, provided that the
Executive gives prompt notice of such requirement to the Company to enable the
Company to seek an appropriate protective order, or (c) is necessary to
perform properly the Executive’s duties under this Agreement.  Promptly following the termination of the
Employment Period, the Executive shall surrender to the Company all records,
memoranda, notes, plans, reports, computer tapes and software and other
documents and data which constitute Confidential Information which he may then
possess or have under his control (together with all copies thereof).


 


8.                                      Inventions.  The Executive hereby assigns to the Company
his entire right, title and interest in and to all discoveries and
improvements, patentable or otherwise, trade secrets and ideas, writings and
copyrightable material, which may be conceived by the Executive or developed or
acquired by him during the Employment Period, which may pertain directly or
indirectly to the business of the Company or any of its subsidiaries.  The Executive agrees to disclose fully all
such developments to the Company upon its request, which disclosure shall be
made in writing promptly following any such request.  The Executive shall, upon the Company’s
request, execute, acknowledge and deliver to the Company all instruments and do
all other acts which are necessary or desirable to enable the Company or any of
its subsidiaries to file and prosecute applications for, and to acquire,
maintain and enforce, all patents, trademarks and copyrights in all countries.


 


9.                                      Enforcement.  The parties hereto agree
that the Company and its subsidiaries would be damaged irreparably in the event
that any provision of Section 6, 7, or 8 of this Agreement were not
performed in accordance with its terms or were otherwise breached and that
money damages would be an inadequate remedy for any such nonperformance or
breach.  Accordingly, the Company and its
successors and permitted assigns shall be entitled, in addition to other rights
and remedies existing in their favor, to an injunction or injunctions to
prevent any breach or threatened breach of any of such provisions and to
enforce such provisions specifically (without posting a bond or other
security).  The Executive agrees that he
will submit himself to the personal jurisdiction of the courts of the State of
Illinois in any action by the Company to enforce any provision of Section 7,
8 or 9 of this Agreement.


 


10.                               Survival.  Sections 3, 4, 6, 7, 8, 9, 10, 21, and 22 of
this Agreement shall survive and continue in full force and effect in
accordance with their respective terms, notwithstanding any termination of the
Employment Period.


 


11.                               Notices.  All notices and other communications required
or permitted hereunder shall be in writing and shall be deemed given when (i) delivered
personally or by overnight courier to the following address of the other party
hereto (or such other facsimile number for such party as shall be specified by
notice given pursuant to this Section 12), with the confirmatory copy
delivered by overnight courier to the address of such party pursuant to this Section 12:


 


If to the Company, to:


 


Aon Corporation


200 East Randolph


Chicago, Illinois 60601


 


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Attention:  President and Chief Executive Officer


 


with copies to:


 


Aon Corporation


200 East Randolph


Chicago, Illinois 60601


Attention:  General Counsel


 


If to the Executive, to the Executive’s home
address as shows on the Company’s records.


 


12.                               Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability shall not
affect the validity, legality or enforceability of any other provision of this
Agreement or the validity, legality or enforceability of such provision in any
other jurisdiction, but this Agreement shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


13.                               Entire
Agreement.  This Agreement and any existing equity awards referenced
herein constitute the entire agreement and understanding between the parties
with respect to the subject matter hereof, and this Agreement supersedes and
preempts any prior understandings, agreements or representations by or between
the parties, written or oral, which may be related in any manner to the subject
matter hereof.


 


15.                               No
Mitigation.   In no event
shall the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any
of the provisions of this Agreement, and such amounts shall not be reduced
whether or not the Executive obtains other employment.


 


16.                               Successors
and Assigns.  This Agreement shall be enforceable by the
Executive and his heirs, executors, administrators and legal representatives,
and by the Company and its successors and assigns, and shall be binding on such
successors and assigns.


 


17.                               Headings;
Inconsistency.  Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose. 
In the event of any inconsistency between the terms of this Agreement
and any form, award, plan or policy of the Company or any other agreement
between the Executive and the Company, the terms of this Agreement shall
control.


 


18.                               Governing
Law.  This
Agreement shall be governed by and construed and enforced in accordance with
the internal laws of the State of Illinois without regard to principles of
conflict of laws.


 


19.                               Amendment
and Waiver.  The provisions of this Agreement may be amended
or waived only by the written agreement of the Company and the Executive, and
no course of conduct


 


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or failure or delay in
enforcing the provisions of this Agreement shall affect the validity, binding
effect or enforceability of this Agreement.


 


20.                               Counterparts.   This Agreement may be executed in two
counterparts, each of which shall be deemed to be an original an both of which
together shall constitute one and the same instrument.


 


21.                               Code
Section 409A.  (a)  The
time or schedule of any payment or amount scheduled to be paid pursuant to the
terms of this Agreement, including but not limited to any restricted stock unit
or other equity-based award, payment, or amount that provides for the “deferral
of compensation” (as such term is described under Section 409A of the
Internal Revenue Code of 1986, as amended (“Code Section 409A”)), may not
be accelerated except as otherwise permitted under Code Section 409A and
the guidance and Treasury regulations issued thereunder.


 


(b)  The parties intend that this Agreement and the benefits
provided hereunder be interpreted and construed to comply with Code Section 409A
to the extent applicable thereto.  The
time and form of payment of incentive compensation, disability benefits,
severance payments, expense reimbursements and payments of in-kind benefits
described herein will be made in accordance with the applicable sections of
this Agreement, provided that with respect to termination of employment for
reasons other than death, the payment at such time can be characterized as a “short-term
deferral” for purposes of Code Section 409A or as otherwise exempt from
the provisions of Code Section 409A, or if any portion of the payment
cannot be so characterized, and the Executive is a “specified employee” under
Code Section 409A, such portion of the payment will be delayed until the
earlier to occur of the Executive’s death or the date that is six months and
one day following the Executive’s termination of employment (the “Delay Period”).  Upon the expiration of the Delay Period, all
payments and benefits delayed pursuant to this section will be paid or
reimbursed to the Executive in a lump sum, and any remaining payments due under
this Agreement will be payable at the same time and in the same form as such
amounts would have been paid.  Further,
if the Executive is a “specified employee” and if any equity-based awards
granted to the Executive by the Company pursuant to this Agreement or
otherwise, continue to vest upon the Executive’s termination of employment, and
are deemed a “deferral of compensation” (as such term is described under Code Section 409A),
the equity-based awards will not be settled or released until the expiration of
the Delay Period.  For purposes of applying
the provisions of Code Section 409A, each separately identifiable amount
to which the Executive is entitled will be treated as a separate payment.  In addition, the disability benefits and
severance payments will be treated as a series of separate payments.


 


(c)  Although the Company intends to administer the Agreement
so that it will comply with the requirements of Code Section 409A, the
Company does not represent or warrant that the Agreement will comply with Code Section 409A
or any other provision of federal, state, local or non-United States law.  Provided that the Company administers this
Agreement in a manner consistent with the terms of this Agreement, neither the
Company, its subsidiaries, nor their respective directors, officers, employees
or advisers will be liable to the Executive (or any other individual claiming a
benefit through the Executive) for any tax, interest, or penalties the
Executive may owe as a result of compensation paid under the Agreement, and the
Company and its subsidiaries will have no obligation to indemnify or otherwise
protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A.


 


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22.                               Mediation.  In the event a dispute arises in connection with
this Agreement, the Company and the Executive agree to submit the dispute to
non-binding mediation to be paid for by the Company which shall select the
mediator.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
  AON CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Jeremy G. O. Farmer

  
	
   

  	
   

  
	
   

  	
  Title:

  	
     Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Ted T. Devine

  
	
   

  	
   

  	
  Ted
  T. Devine

  
				



 


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