Exhibit
10.1


EMPLOYMENT AGREEMENT


This
Employment Agreement (this “Agreement”) is dated as of October 3, 2007, between
Aon Corporation, a Delaware corporation (the “Company”), and Christa Davies
(the “Executive”).


WHEREAS,
the Company seeks to employ the Executive as its Executive Vice President,
Global Finance & Chief Financial Officer; and


WHEREAS,
the Executive desires to serve and to be employed upon the terms and subject to
the conditions set forth 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
pursuant to this Agreement (the “Employment Period”) shall commence effective
November 12, 2007 (the “Effective Date”) and shall end on November 11, 2012,
unless earlier terminated pursuant to Section 4 hereof.


2.             Positions;
Duties and Responsibilities; Outside Activities.  (a)  Positions.  Beginning on the first day, and extending
through the remainder, of the Employment Period, the Company shall employ the
Executive as its Executive Vice President, Global Finance.  Beginning on March 1, 2008, and extending
through the remainder of the Employment Period, the Executive shall also serve
as the Company’s principal financial officer and hold the additional title of “Chief
Financial Officer.”


(b)  Duties and Responsibilities.  During the Employment Period, the Executive
shall perform such executive duties (not inconsistent with the position of
Executive Vice President, Global Finance) on behalf of the Company and its
subsidiaries as may from time to time be authorized or directed by the
CEO.  Effective March 1, 2008, as the
Company’s principal financial officer, the Executive shall have the operating
authority and responsibility for the Company’s financial reporting
operations.  The Executive shall report
to the CEO and will be a member of the most senior leadership team of the
Company.  The Executive shall perform
faithfully and loyally and to the best of her abilities the duties assigned to
her hereunder and shall devote her full business time, attention and effort to
the affairs of the Company and its subsidiaries and shall use her 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 Company’s Chief
Executive Officer (the “CEO”), may serve as a director of any other business
corporation, provided that (i) such activities or service do not interfere with
her duties hereunder or violate the terms of any of the covenants contained in
Sections 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.


3.             Compensation.  (a)  Base
Salary.  During the Employment
Period, the Company shall pay to the Executive a base salary at the rate of
$750,000 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 increase (but not decrease) at
the discretion of the CEO and the Organization and Compensation Committee of
the Company’s Board of Directors (the “Compensation Committee”), which increased
amount shall be thereafter the Executive’s “Base Salary” for all purposes
hereunder.


(b)  Annual Bonus.  For the 2008 calendar year and any later year
within the Employment Period, the Executive shall be eligible for a target
annual incentive bonus of 150% of the Executive’s Base Salary as in effect at
the end of the calendar year determined pursuant to the terms of the senior
management incentive plan as in effect from time to time; provided, however,
that the minimum bonus Executive shall receive for performance during calendar
year 2008 (payable in early 2009) shall be $1,000,000 and shall be paid to
Executive fully in cash.  To the extent
the Executive’s bonus for such year exceeds $1,000,000, the excess shall be
provided to the Executive in the form of restricted stock units until the
aggregate value of such units is 35% of the aggregate value of the bonus in
excess of $1,000,000, and after such ratio is achieved any further excess shall
be paid 65% in cash and 35% in restricted stock units.  The restricted stock units awarded pursuant
to this Section 3(b) shall be subject to the terms and conditions set forth in
the Company’s Incentive Stock Program, as in effect at the date of grant.  The Executive’s annual bonus for subsequent
calendar years within the Employment Period shall be paid in accordance with
the Company’s Incentive Stock Program, as amended from time to time.


(c)  Stock Award.  There shall be granted to the Executive as of
the Effective Date a restricted stock unit award of 85,000 shares of common
stock of the Company.  The restricted
stock units shall be subject to terms and conditions generally applicable to
restricted stock units granted under the Aon Stock Incentive Plan; provided,
however, that such restricted stock units shall vest in installments of 33% on
each of the third and fourth anniversaries of the Effective Date and in a final
installment of 34% on the fifth anniversary of the Effective Date.  In the event of termination of the Executive’s
employment by the Company without Cause pursuant to Section 4(d) hereof or by
the Executive for Good Reason pursuant to Section 4(f) hereof, such award shall
immediately fully vest and be immediately payable to the Executive.


(d)  Stock Option.  There shall be granted to the Executive as of
the Effective Date a non-qualified option to purchase 100,000 shares of the
common stock of the Company.  The
non-qualified stock option shall be subject to the terms and conditions
generally applicable to stock options granted under the Aon Stock Incentive
Plan; provided, however, that such option shall have an exercise price equal to
the fair market value of Company common stock on the date of grant, a ten-year
term and shall vest 33% on the second anniversary of the Effective Date and 33%
and 34%, respectively, on the third and fourth anniversaries of the Effective
Date.  In the event of termination of the
Executive’s employment by the Company without Cause pursuant to Section 4(d)
hereof or by the Executive for Good Reason pursuant to Section 4(f) hereof,
such option shall immediately fully vest and be exercisable.



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(e)  Award Pursuant to Leadership Performance
Program.  Subject to the Compensation
Committee’s approval, the Executive shall be eligible to participate in the
Company’s Leadership Performance Plan, a sub-plan of the Aon Stock Incentive
Plan, for the performance cycle beginning January 1, 2008 and ending December
31, 2010 at a target participation level of not less than $2,000,000.  The award will be governed by the terms and
conditions of such program.  The
Executive will be eligible to receive awards under the program or successor
program(s) for future performance periods in accordance with the terms and
conditions generally applicable to similarly-situated senior executives.


(f)  Other Benefits.  During the Employment Period, the Executive
shall be entitled to participate in the Company’s employee benefit plans
generally available to senior executives of the Company (such benefits being
hereinafter referred to as the “Employee Benefits”). The Executive also shall
be entitled to paid time off for vacation and illness in accordance with the
Company’s usual policies and procedures for executives and to receive all other
fringe benefits as are from time to time made generally available to executives
of the Company.


(g)  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 her in the performance of her
duties hereunder.


(h)  Hiring Bonus.  As soon as practicable after the Effective
Date, the Company will pay to the Executive a lump sum hiring bonus of
$1,000,000, less authorized deductions. 
If the Executive’s voluntarily terminates her employment with the
Company pursuant to Section 4(e) hereof prior to the third anniversary of the
Effective Date, the Employee agrees and acknowledges that she will repay
promptly to the Company a pro-rata portion of such hiring bonus, and the
portion to be repaid will be calculated according to the following
formula:  (number of months remaining
before the third anniversary of the Effective Date divided by 36) x $1,000,000.


(i)  Relocation Benefits.  The Company will provide relocation benefits
and pay for the Executive’s relocation expenses in accordance with its
executive relocation program, including home sale assistance.


(j)  Severance Agreement. 
Subject to approval by the board of directors of Aon Corporation at its
next regularly scheduled meeting after the Effective Date, the Company and the
Executive shall enter into a “Tier 1” Severance Agreement, substantially in the
form set forth as Exhibit 10(z) to the Company’s Form 10-K for the fiscal year
2004; provided, such Severance Agreement shall 
provide (or no later than December 31, 2007 be amended to provide), to
the minimum extent necessary, such provisions as are required to satisfy
Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).


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 death and any unpaid annual or
long-term bonus earned for the completed year (or other performance period)
prior to the Executive’s death.  The
Company shall 



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pay to the
Executive’s executor or administrator of the 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 her position, with reasonable accommodation, if relevant, required
of her hereunder for a continuous period of 120 days or any 180 days within any
12-month period.  Upon such termination,
the Executive or her legal representative shall be entitled to receive the Base
Salary which shall have accrued to the date of termination and any unpaid
annual or long-term bonus earned for the completed year (or other performance
period) prior to the Executive’s 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) by written notice of termination
given to the Executive setting forth the basis for such termination.  A finding of Cause shall be made by the CEO.


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


(A) any failure
(other than by reason of physical or mental disability determined in accordance
with Section 4(b) hereof) of the Executive to perform her material duties under
this Agreement, including, without limitation, any refusal by the Executive to
perform such duties or to perform such specific directives of the CEO which are
consistent with the scope and nature of the Executive’s duties and
responsibilities under this Agreement;


(B) any deliberate
act of fraud, embezzlement or theft by the Executive in connection with her
duties hereunder or in the course of her 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;


(C) any gross
negligence or deliberate, voluntary or intentional misconduct of the Executive
resulting in a material loss to the Company or any of its subsidiaries, or
material damage to the reputation of the Company or any of its subsidiaries; or
the performance by the Executive of any deliberate act of race, sex, 



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national origin,
religion, disability, or age-based discrimination, or sexual harassment which,
after investigation, counsel to the Company reasonably concludes that the
deliberate act occurred and that such act will result in liability being
imposed on the Company and/or the Executive; the deliberate, voluntary or intentional
material violation by the Executive of any of the Company’s material written
policies and procedures; or the material violation by the Executive of the Aon
Code of Business Conduct or the Aon Code of Ethics; or


(D) any breach by
the Executive of any one or more of the covenants contained in Sections 6, 7 or
8 hereof.


(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)(ii)(B), (C) or (D), she shall
be entitled to:


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


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


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


(A)  the payments specified in Sections
4(c)(iv)(A) and (B); and


(B) the
continuation of Base Salary, at the rate in effect on the date of such
termination of employment, for a period of two years from the date of such
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 shall give the
Executive no less than 365 days’ prior written notice of such termination and
such notice shall specify the effective date of the Executive’s employment
termination (the “Termination Date”), and:


(i)  For the period of time commencing with the
date of the Company’s delivery of such notice of termination to the Executive
(the “Notice Date”) and extending through the Termination Date: (w) the Company
shall continue to pay the Executive’s Base Salary at the rate in effect on the
Notice Date, (x) the Executive shall continue to be eligible for annual
bonus(es) determined pursuant to the terms of the senior management incentive
plan as in effect from time to time, (y) the Executive shall be entitled to
continue to participate in all Employee Benefits, and paid time off for
vacation and 



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illness in accordance
with Section 3(f) hereof, and (z) the Executive shall continue to vest and be
eligible to earn all long-term incentive awards (including, without limitation,
the awards granted pursuant to Sections 3(c), (d) and (e) hereof); and


(ii) Concurrent
with the Termination Date, the Executive shall receive a lump sum cash payment
equal to:  any accrued but unpaid Base
Salary as of such date; any unpaid annual or long-term bonus earned for the
completed year (or other performance period) prior to such date; and an amount
equal to the Executive’s target full-year annual incentive award based on her
Base Salary and target annual incentive award percentage (or value, as
applicable) as determined under the senior management incentive plan in effect
for the Bonus Year in which the Notice Date occurs; and


(iii)  For the period of time commencing with the
Termination Date and extending through the Employment Period (without regard to
the early termination of such period), provided that the Executive continues to
abide by the provisions of Sections 6, 7 and 8 hereof, notwithstanding the
expiration of any applicable period specified therein, the Company shall
continue to pay the Executive an amount equal to Base Salary at the rate in
effect on the Notice Date, payable semi-monthly in accordance with the Company’s
executive payroll policy.


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), in each case as in effect on the date hereof, such payment
shall be deferred and the amount thereof (plus earnings thereon in accordance
with the terms of such deferral) shall be paid to the Executive at the earliest
time that such payment shall be deductible by the Company.


(e)  Voluntary Termination.  The Executive may voluntarily terminate her
employment with the Company prior to the end of the Employment Period for any
reason.  If the Executive voluntarily
terminates her employment pursuant to this Section 4(e), the Executive shall
give the Company 90 days’ 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 her employment with the Company 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 shall cease immediately, except that the Executive
shall be entitled to the payments and benefits specified in Section 4(d).  For purposes of determining the amount and
timing of the payments and benefits specified in Section 4(d) and payable
pursuant to this Section 4(f), the date of the Executive’s delivery of notice
of termination to the Company shall be deemed the “Notice Date” and the date
specified in such notice as the Executive’s last day of employment with the Company
shall be deemed the “Termination Date.”


(ii) As used in
this Agreement, the term “Good Reason” shall mean during the Employment Period,
without the written consent of the Executive, the following, 



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provided that an
isolated, insubstantial or inadvertent action not taken in bad faith or failure
not occurring in bad faith which is remedied by the Company promptly after
receipt of notice thereof given by the Executive shall not constitute Good
Reason:


(A)                                                        the
assignment to the Executive of duties materially inconsistent with the
Executive’s position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities 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.


Notwithstanding
the foregoing provisions of this Section 4(f), if any payment specified by this
Section 4(f) would not be deductible by the Company for federal income tax
purposes by reason of Section 162(m) of the Code, or any similar or successor
statute (excluding Section 280G of the Code), in each case as in effect on the
date hereof, such payment shall be deferred and the amount thereof (plus
earnings thereon in accordance with the terms of such deferral) shall be paid
to the Executive at the earliest time that such payment shall be deductible by
the Company.


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.


6.             Noncompetition;
Nonsolicitation. 
(a)  General.  The Executive acknowledges that in the course
of her employment with the Company she has and will become familiar with trade
secrets and other confidential information concerning the Company and its
subsidiaries and that her 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 her employment with the Company and for a period of two years thereafter
(the “Noncompetition Period”) she 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.



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(c)  Nonsolicitation.  The Executive further agrees that during the
Noncompetition Period she 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 the 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,
proprietary 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
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 she may then possess or have under her control (together with all copies
thereof); provided, the parties hereby acknowledge and agree that the Executive’s
rolodex (or other tangible or electronic address book) shall be the Executive’s
property.



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8.             Inventions.  The Executive hereby assigns to the Company
her 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
her 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 she will submit
herself to the personal jurisdiction of the courts of the State of Illinois in
any action by the Company to enforce any provision of Section 6, 7, 8 or 9 of
this Agreement.


10.          Survival.  Sections 3, 4, 6, 7, 8, 9, 10 and 14 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 address for such party as shall be specified
by notice given pursuant to this Section 11) or (ii) sent by facsimile to the
following facsimile number of the other party hereto (or such other facsimile
number for such party as shall be specified by notice given pursuant to this
Section 11), with the confirmatory copy delivered by overnight courier to the
address of such party pursuant to this Section 11:


If to the Company, to:


Aon
Corporation


200
East Randolph


Chicago,
Illinois 60601


Attention: President and Chief Executive Officer


with copies to:



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Aon Corporation


200 East Randolph


Chicago, Illinois 60601


Attention: General Counsel


If to the Executive, to the Executive’s home address
as shown 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 constitutes the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes and preempts
any prior understandings, agreements or representations by or between the
parties, written or oral, which may have related in any manner to the subject
matter hereof.


14.          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
(other than pursuant to Section 4(d)(iii) hereof, if applicable) whether or not
the Executive obtains other employment.


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


16.          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.


17.          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.


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



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


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:

  	
  Senior Vice President, Head of Global Human
  Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Christa Davies

  
	
   

  	
  Christa Davies

  
					



 



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