Exhibit 10.1


TRANSITION
AGREEMENT


This Transition Agreement (the “Agreement”) is made by and between AON
CORPORATION, a Delaware Corporation (“Aon”
or the “Company”), and
DAVID P. BOLGER (Mr. Bolger
or the “Executive”), concerning
the Executive’s continued employment and separation from employment with the
Company.  The effective date of this
Agreement is October 12, 2007 (the “Effective
Date”).


WHEREAS, Mr. Bolger commenced
employment with Aon in 2003 pursuant to an Employment Agreement with Aon effective
January 1, 2003 (the “Employment  Agreement”);


WHEREAS, Mr. Bolger was employed
as Aon’s Executive Vice President — Chief Financial Officer and Chief
Administrative Officer through September 30, 2007 and has been employed as
Aon’s Executive Vice President—Chief Financial Officer since such date;


WHEREAS, Mr. Bolger and Aon now
desire to enter into an agreement setting forth the terms of Mr. Bolger’s
continued employment with the Company, his separation from employment with the
Company, and the rights and duties of the parties after they enter into this
Agreement.


NOW, THEREFORE, in
consideration of the mutual promises and agreements set forth herein, and other
good and valuable consideration, Aon and Mr. Bolger hereby agree as follows:


1.             Duties.


(a)           During the period beginning on the Effective
Date and continuing through the earlier of: (i) a date determined by
mutual agreement of the Executive and the Company (whether or not such date is
the date the Company’s successor chief financial officer has assumed, or will
assume, the duties and responsibilities of such role), (ii) a date
determined by the Company and communicated to the Executive with no less than
seven (7) days advance written notice, or (iii) June 30, 2008 (such period
referred to as the “Initial Period”),
the Executive will continue to have the title Executive Vice President—Chief
Financial Officer and shall have such senior-executive level duties and
responsibilities as reasonably assigned to him by the Company, which shall be
consistent with the level of duties and responsibilities typically assigned to
the chief financial officer of a public company similar in size to the
Company.  To allow the Company to comply
with its financial reporting obligations, the Executive agrees that he will
relinquish the role, responsibilities and duties as the Company’s principal
financial officer on the last day of the Initial Period.













(b)           During the period beginning on the
first day after the Initial Period and continuing through July 1, 2008 (the “Transition Period”), the Executive shall
have such senior-executive level duties and responsibilities with the Company
as reasonably assigned to the Executive by the Organization and Compensation
Committee of the Company’s Board of Directors (the “Committee”) or the Company’s Chief Executive Officer.


(c)           During the period beginning on the
Effective Date and continuing through December 31, 2009 (the “Continuation Period”) (which includes and
continues beyond the Initial and Transition Periods), the Executive shall at
all times (i) have the duties and responsibilities as described in Sections
10, 11 and 12 below, (ii) remain an employee of the Company and (iii) take
reasonable and appropriate actions to cooperatively and smoothly transition the
duties and responsibilities of the position of Executive Vice President — Chief
Financial Officer and Chief Administrative Officer to his successor or
successors.  Pursuant to this duty, the
Executive shall make himself reasonably available for meetings and consultation
with Company personnel and shall organize his records in an orderly fashion.


(d)           On and after the Effective Date, the
Executive may engage in outside activities, including membership on boards of
for-profit entities, not-for-profit entities and trade associations, and
employment or consulting with for-profit and not-for-profit entities; provided,
however, that such activities may not significantly interfere with the
Executive’s performance of his duties hereunder and may not violate the terms
of Section 6 (Noncompetition; Nonsolicitation) and Section 7 (Confidentiality)
of the Employment Agreement.


2.             Salary.  During the Continuation Period, the Executive
will receive his base salary at a rate no less than as in effect on the
Effective Date.


3.             Benefits.  During the Continuation Period, the Executive
will (i) remain eligible for participation in and benefits under all welfare
benefit plans offered to executives of the Company during such period
(including health, life and disability insurance) on the same terms as offered
to executives of the Company generally, with COBRA continuation thereafter as
applicable, and (ii) remain a participant in the qualified and non-qualified
retirement plans and arrangements of the Company in which the Executive
participates as of the Effective Date.


4.             2007 Bonus.


(a)           At the time annual bonuses for the
2007 performance year are paid to executives generally pursuant to the Company’s
Senior Officer Incentive Compensation Plan, the Executive shall be paid a bonus
(the “2007 Bonus”), which shall be
paid fully in cash, not subject to the Company’s Incentive Stock Program (the “ISP”), and which shall be determined by the
Committee pursuant to the terms of this Agreement.  The maximum amount for the 2007 Bonus shall
be $1,500,000 and the guaranteed minimum shall be $1,000,000, provided,
however, that nothing herein shall prevent the Company from awarding a 2007
Bonus amount that is greater than the maximum.


(b)           The Committee’s determination of a
2007 Bonus above the guaranteed minimum shall be based upon (i) achievement of
Company-wide financial objectives for the 2007 performance year, as determined
in the sole discretion of the Committee based upon the 



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Company’s annual certificate of corporate performance
for 2007, and (ii) the Executive’s performance of his duties during 2007,
as described in Section 1 above.


5.             2008 Bonus.


(a)           At the time annual bonuses for the
2008 performance year are paid to executives generally pursuant to the Company’s
Senior Officer Incentive Compensation Plan, the Executive may be paid a bonus
(the “2008 Bonus”), which shall be
paid fully in cash, not subject to the ISP, and which shall be determined by
the Committee in its sole discretion.  The
target amount for the 2008 Bonus shall be the product of (i) the number of full
or partial months in 2008 in which the Executive holds the title of Chief
Financial Officer, multiplied by (ii) $112,500 (the “2008 Target Amount”); provided, however,
that nothing herein shall prevent the Company from awarding a 2008 Bonus amount
that is greater than the 2008 Target Amount.


(b)           The Committee’s determination of the
amount of the 2008 Bonus may be based upon (i) achievement of Company-wide
financial objectives for the 2008 performance year, as determined in the sole
discretion of the Committee based upon the Company’s annual certificate of
corporate performance for 2008, and (ii) the Executive’s reasonable performance
of his duties during 2008, as described in Section 1 above.  The Committee shall review the Executive’s
performance of his duties during 2008 at the Committee’s first regularly
scheduled meeting occurring at least seven (7) days after the end of the Initial
Period.  The Committee’s determination of
the Executive’s performance during 2008 shall be provided to the Executive via
written notice within seven (7) days of the Committee’s meeting.


6.             Outstanding Equity Awards.


(a)           As of the Effective Date, all shares
of the Company’s Common Stock awarded to the Executive pursuant to the January
8, 2003 Award Agreement under the Aon 2001 Stock Incentive Plan (the “2001 Stock Plan”) are fully vested to the Executive.  On January 8, 2008, the Company or its
transfer agent shall issue in book entry in the Executive’s name 10,000 shares,
or, such net number of shares if the Executive elects to satisfy the
withholding obligation on the 10,000 shares by the Company withholding shares
of common stock, which election shall be provided to the Company’s designated
stock plan administrator (E*Trade Financial) electronically in accordance with
the rules of the 2001 Stock Plan.  In
addition, as of the last day of the Transition Period, the Company or its
transfer agent shall issue in book entry in the Executive’s name any shares
under such January 8, 2003 Award Agreement for which the Executive had not
previously received a stock certificate or that have not previously been issued
in book entry in the Executive’s name, or, such net number of shares if the
Executive elects to satisfy the withholding obligation by the Company
withholding shares of common stock, which election shall be provided in the
manner set forth above.


(b)           For purposes of all outstanding
equity awards of the Executive as of the last day of the Continuation Period,
the Executive shall be deemed to have an involuntary termination (other than
for cause) as of December 31, 2009.



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7.             Non-Qualified Plans.  


(a)           Notwithstanding any arrangement to
the contrary, the Executive’s full account balance under the Company’s Deferred
Compensation Plan, as amended and restated effective as of November 1, 2002,
and as thereafter amended, shall be paid to the Executive in a lump sum on July
1, 2010.


(b)           The Executive shall receive a benefit
calculated pursuant to the provisions of Section 3(f) of the Employment
Agreement, which shall be paid to the Executive in five substantially equal annual
installments with the first installment paid on September 1, 2012.  The calculation of this benefit will be
provided in writing by the Company to the Executive in connection with the
execution of this Agreement.


8.             Change in Control Provisions.


(a)           On the date of a Change in Control
(as defined below) of the Company during the Continuation Period:
(i) either (A) the December 2009 Equity (as defined below) shall
immediately be fully vested and nonforfeitable or (B) if such Change in Control
occurs during the Initial Period, all of the Executive’s outstanding
equity-based awards (stock option, restricted stock unit and other equity-based
awards) shall immediately be fully vested and nonforfeitable, and, in the event
of either (A) or (B) all stock certificates underlying restricted stock or
restricted stock unit awards shall be delivered to the Executive, and
(ii) to the extent any cash payment pursuant to Section 2, 4, 5 or
7 above has not yet been paid to the Executive, such cash payment shall be
made to the Executive in a lump-sum on the date of the Change in Control.


(b)           For purposes of this Agreement, “Change in Control” shall have the same meaning
as in the Severance Agreement between the parties dated as of February 8,
2005 (the “Change in Control Severance
Agreement”) except that:  (i)
clause (1) of such definition shall be satisfied only if the acquisition of “30%
or more” (per such clause) occurs within the twelve (12)-month period ending on
the date of the most recent acquisition by such person or persons;
(ii) clause (2) of such definition shall be satisfied only if the
applicable change in board membership occurred during a twelve (12)-month
period; (iii) clause (3) of such definition shall be amended by replacing “60%”
with “50%”; and (iv) clause (4) of such definition is not applicable.


(c)           “December
2009 Equity” shall mean the Executive’s outstanding equity-based
awards (stock option, restricted stock unit and other equity-based awards) that
otherwise would vest to the Executive on December 31, 2009 due to either (i)
the vesting schedule set forth in the applicable award agreement if the
Executive were employed by the Company on December 31, 2009, or (ii) the terms
of the applicable award agreement if Executive had an involuntary termination
(other than for cause) as of December 31, 2009.


(d)           Subject to Section 8(e) below,
the Change in Control Severance Agreement shall be terminated on the Effective
Date.


(e)           Notwithstanding Section 8(d)
above, the provisions of Section 5 of the Change in Control Severance Agreement
(relating to protection from excise tax pursuant to Section 4999 of the
Internal Revenue Code) shall continue to fully apply to the Executive, 



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notwithstanding the fact that the Executive is no
longer entitled to receive payments, benefits or vesting of equity awards
pursuant to the Change in Control Severance Agreement.


9.             Release of Claims.  The
payments and benefits to the Executive pursuant to this Agreement are
contingent upon (i) the Executive executing and delivering to the Company a
release of claims in the form attached to this Agreement as Attachment A
(the “Release”), with such execution and delivery occurring during the twenty-one
(21)-day period beginning on the last day of the Transition Period, and
(ii) the Executive not revoking the Release during the applicable seven
(7)-day revocation period.


10.           Return
of Property.  The
Executive agrees that on or before the last day of the Transition Period, or,
if earlier, the date set by the Company and communicated to the Executive in
writing with at least seven (7) days’ written notice, he shall return to the
Company all property of the Company in his possession, custody or control,
including but not limited to the originals and copies of any information
provided to or acquired by the Executive in connection with the performance of
his duties for the Company, including but not limited to files and documents
(including paper files and documents, as well as all electronic, digital, or
magnetic files or documents, and files or documents stored in any other
format), no matter how produced or reproduced, all computer equipment, programs
and files, and all office keys and access cards, it being hereby acknowledged
that all of said items are the sole and exclusive property of the Company.


11.           Restrictive Covenants.  The
Executive acknowledges that the provisions of Sections 6, 7, 8 and 9 of the
Employment Agreement remain in effect during the Continuation Period.


12.           Cooperation.  The Executive agrees to cooperate with the
Company during the Continuation Period and thereafter by making himself
reasonably available to testify on behalf of the Company in any action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, and
to assist the Company in any such action, suit, or proceeding, including by
providing information and meeting and consulting with the Company’s Board of
Directors or its representatives or counsel, or representatives or counsel to
the Company, as reasonably requested; provided, however, that the same does not
materially interfere with his then-current professional activities.  The Company agrees to reimburse the Executive
for all reasonable expenses actually incurred in connection with his provision
of testimony or assistance.


13.           Indemnification.


(a)           The Company agrees that if, during
the Continuation Period or thereafter, the Executive is made a party, or is
threatened to be made a party, to any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a
director, officer or employee of the Company or any subsidiary of the Company (“Subsidiary”) or is or was serving at the
request of the Company or any Subsidiary as a director, officer, member,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether or not the basis of such Proceeding is the Executive’s alleged action
in an official capacity while serving as a director, officer, member, employee
or agent, the Executive shall be 



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indemnified and held harmless by the Company to the
fullest extent legally permitted or authorized by the Company’s certificate of
incorporation or bylaws or resolutions of the Company’s Board of Directors or,
if greater, by the laws of the State of Delaware against all cost, expense,
liability and loss (including, without limitation, attorney’s fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by the Executive in connection
therewith, and such indemnification shall continue as to the Executive even if
he has ceased to be a director, member, officer, employee or agent of the
Company or other entity and shall inure to the benefit of the Executive’s
heirs, executors and administrators.  The
Company shall advance to the Executive all reasonable costs and expenses to be
incurred by him in connection with a Proceeding within twenty (20) days after
receipt by the Company of a written request for such advance.  The provisions of this Section 13
shall not be deemed exclusive of any other rights of indemnification to which
the Executive may be entitled or which may be granted to him, and it shall be
in addition to any rights of indemnification to which he may be entitled under
any policy of insurance.


(b)           The Company agrees to continue and
maintain a directors and officers liability insurance policy covering the
Executive during the Continuation Period and during any applicable statute of
limitations period, to the extent the Company provides such coverage for its
other executive officers and/or members of its Board of Directors.


14.           Assignability and Binding
Nature.  This Agreement is not assignable by
either party except as permitted herein. 
This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, heirs (in the case of the Executive)
and permitted assigns.  No rights or
obligations of the Company under this Agreement may be assigned or transferred
by the Company except that such rights or obligations may be assigned or transferred
in connection with the sale or transfer of all or substantially all of the
assets of the Company, provided that the assignee or transferee is the
successor to all or substantially all of the assets of the Company and such
assignee or transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law.  The Company further agrees that, in
the event of a sale or transfer of assets as described in the preceding sentence,
it shall cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder.  No rights or obligations of the Executive
under this Agreement may be assigned or transferred by him other than his
rights to compensation and benefits, which may be transferred only by will or
operation of law, and as provided in Section 15(d).


15.           Death,
Disability; Termination; Beneficiaries.


(a)           In the event of the Executive’s
death, his beneficiaries shall be entitled to the compensation and benefits
that would otherwise have been provided to the Executive (to the extent not yet
then provided) under this Agreement, excluding the provision of welfare
benefits (subject to normal COBRA continuation rights).


(b)           In the event of the Company’s
termination of the Executive’s employment, or in the event of the Executive’s
inability to perform his duties under this Agreement due to physical or mental
illness, injury or other disability, the Executive shall be entitled to the
compensation and benefits provided to him under this Agreement to the extent
not 



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yet then provided. 
Such a termination shall be deemed a termination by the Company without
Cause for purposes of the compensation and benefit arrangements of the Company
not specifically governed by this Agreement.


(c)           In the event of the Company’s breach
of its obligations under this Agreement, which breach remains uncured fourteen
(14) days after the Company’s receipt from the Executive of written notice of
such breach, the Executive may cease performing his duties for the Company and
shall remain entitled to the compensation and benefits provided to him under
this Agreement to the extent not yet then provided.  In the event that the majority of the
Governance and Nominating Committee of the Company’s Board of Directors (the “Governance Committee”) reasonably
determines by affirmative vote that the Executive has breached or is in breach
of his obligations under this Agreement, which breach remains uncured fourteen
(14) days after the Executive’s receipt from the Company of written notice of
such breach (or, if such cure would reasonably require more than fourteen (14)
days, then if the Executive has failed to take substantial steps to cure such
breach in a timely manner), the Company’s obligations under this Agreement shall
immediately terminate; provided, however, that nothing in this Subsection
15(c) shall cause the Company’s obligations to make payments per Section
7 to terminate. Notwithstanding the foregoing, the Governance Committee may
not take a vote on the Executive’s breach of his obligations under this
Agreement unless (a) the vote is taken at a meeting of the Governance
Committee (which may be a telephonic meeting), (b) the Executive is given at
least thirty (30) days’ written notice of such Governance Committee meeting,
and (c) the Executive and his legal counsel are given the opportunity to submit
a written statement to the Governance Committee to be considered at such
meeting.


(d)           The Executive shall be entitled, to
the extent permitted under any applicable law, to select and change a
beneficiary or beneficiaries to receive any compensation or benefit payable
hereunder following his death by giving the Company written notice
thereof.  In the event there is no such
named beneficiary, or no surviving named beneficiary, such compensation and
benefits shall be paid to the Executive’s estate.  In the event of the Executive’s death or a
judicial determination of his incompetence, reference in this Agreement to the
Executive shall be deemed, where appropriate, to refer to his beneficiary,
estate or other legal representative.


16.           Notices.  Any notices or other communications given
hereunder by either party shall, in every case, be in writing and shall be
deemed properly served if (a) delivered personally, (b) sent by registered or
certified mail, in all such cases with first class postage prepaid, return
receipt requested, (c) delivered to a nationally recognized overnight courier
service or (d) sent by facsimile or other means of electronic transmission (with
a copy sent by first-class mail) to the other party at the addresses set forth
below:


	
  If to the Corporation:

  	
  Aon Corporation

  
	
   

  	
  200 E. Randolph Street

  
	
   

  	
  Chicago, Illinois 60601

  
	
   

  	
  Attention: General Counsel

  



 



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  If to the Executive:

  	
  At his address per the

  
	
   

  	
  records of the Company.

  
	
   

  	
   

  
	
  With a copy to:

  	
  Vedder, Price, Kaufman & Kammholz, P.C.

  
	
   

  	
  222 N. LaSalle Street

  
	
   

  	
  Chicago, Illinois 60601

  
	
   

  	
  Attention: Kelly A. Starr

  



 


or such other address as may hereafter be specified by
notice given pursuant to this Section. 
Date of service of any such notice shall be (w) the date such notice is
personally delivered, (x) two (2) business days after the date of mailing if
sent certified or registered mail, (y) one (1) business day after the date of
delivery to the overnight courier service if sent by overnight courier, and (z)
when sent, if sent by facsimile or other means of electronic transmission,
between 9:00 A.M. and 5:00 P.M. Central time or the next business day thereafter
if sent after 5:00 P.M. Central time.


17.           Section Headings.  Section headings contained in this Agreement
are for convenience of reference only and shall not affect the meaning of any
provision herein.


18.           Entire Agreement.  This
Agreement sets forth the entire understanding of the parties and supersedes all
previous and contemporaneous written or oral negotiations, commitments,
understanding and agreements relating to the specific subject matter contained
herein.  Any failure of the Company or the Executive
to demand full and complete adherence to one or more of this Agreement’s terms,
on one or more occasions, shall neither be construed as a waiver nor deprive
such party of the right at any time to insist upon strict compliance.  The parties have entered into this Agreement
in the belief that its provisions are valid, reasonable, and enforceable.  However, if any one or more of the provisions
contained in this Agreement shall be held to be unenforceable for any reason,
such unenforceability shall not affect any other provision of this Agreement,
and this Agreement shall be construed as if such unenforceable provision had
never been contained herein.  This
Agreement shall be construed according to its fair meaning, and not strictly
for or against either of the parties hereto. 
Any modification of this Agreement must be made in writing and signed by
each of the parties hereto.


19.           Governing Law.  This
Agreement shall be governed by and construed and enforced in accordance with
the internal laws of Illinois without regard to principles of conflict of
laws.  The parties hereto agree to the
exclusive jurisdiction of the state and federal courts of located in Cook
Country, Illinois for the purposes of any proceeding arising out the this
Agreement.


20.           Withholding.  All payments required to be made by the
Company hereunder to the Executive shall be subject to withholding of such
amounts relating to taxes as the Company may reasonably determine it should
withhold pursuant to any applicable law or regulation.


21.           Section
409A Compliance.  It is
intended that any amounts payable under this Agreement and the Company’s and
Executive’s exercise of authority or discretion hereunder shall comply with the
provisions of Internal Revenue Code Section 409A and the treasury 



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regulations and guidance thereunder (“Section  409A”)
so as not to subject the Executive to the payment of interest and tax penalty
which may be imposed under Section 409A. 
Notwithstanding anything contained herein to the contrary, if, at the
Executive’s separation from service, (i) Executive is a specified employee as
defined in Section 409A and (ii) any of the payments or benefits provided
hereunder constitute deferred compensation under Section 409A, then, and only
to the extent required by such provisions, the date of payment of such payments
or benefits otherwise provided shall be delayed for a period of six (6) months
following the separation from service and any option exercise period affected
by such six (6)-month delay shall be extended for thirty (30) days after such
six (6)-month period in accordance with the terms of Treasury Regulation
Section 1.409A-1(b)(5)(v)(c)(1).


*      *      *


Signature
page follows.



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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first herein above written.


	
  

  	
   

  	
  AON CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David P.
  Bolger

  	
   

  	
  /s/ D. Cameron Findlay

  
	
  DAVID
  P. BOLGER

  	
   

  	
  D. Cameron Findlay

  
	
   

  	
   

  	
  Executive Vice President

  and General Counsel

  



 



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ATTACHMENT A


GENERAL
RELEASE OF ALL CLAIMS


1.             This
document (the “Release”) is
attached to, is incorporated into, and forms a part of the Transition Agreement
dated October 12, 2007 (the “Agreement”)
by and between Aon Corporation (“Aon”)
and David P. Bolger (the “Executive”).  For valuable consideration, the adequacy of
which is hereby acknowledged, the undersigned the Executive, on his own behalf
and on behalf of his heirs, executors, administrators, successors,
representatives and assigns, does herein unconditionally release, waive, and
fully discharge Aon, its affiliates and subsidiaries (including successors and
assigns thereof) (collectively, the “Company”),
and all of their respective past, present and future employees, officers,
directors, agents, predecessors, administrators, representatives, attorneys,
and shareholders, and employee benefit plans, from any and all legal claims,
liabilities, suits, causes of action (whether before a court or an
administrative agency), damages, costs, attorneys’ fees, interest, injuries,
expenses, debts, or demands of any nature whatsoever, known or unknown,
liquidated or unliquidated, absolute or contingent, at law or in equity, which
were or could have been filed with any Federal, state, or local court, agency, arbitrator
or any other entity, based directly or indirectly on the Executive’s employment
with and separation from the Company or based on any other alleged act or
omission by or on behalf of the Company prior to the Executive’s signing this
General Release.  Without limiting the
generality of the foregoing terms, this General Release specifically includes
all claims based on the terms, conditions, and privileges of employment, and
those based on breach of contract (express or implied), tort, harassment, intentional
infliction of emotional distress, defamation, negligence, privacy, employment
discrimination, retaliation, discharge not for just cause, constructive
discharge, wrongful discharge, the Age Discrimination in Employment Act, as
amended (the “ADEA”), Executive
Order 11,141 (age discrimination), Title VII of the Civil Rights Act of
1964, as amended, the Civil Rights Act of 1866 and 1871, 41 U.S.C. §1981
(discrimination), 29 U.S.C. §206(d)(1) (equal pay), Executive Order 11,246
(race, color, religion, sex and national origin discrimination), the National
Labor Relations Act, the Fair Labor Standards Act, the Americans with
Disabilities Act of 1990, the Family Medical Leave Act, the Immigration Reform
and Control Act, the Vietnam Era Veterans Readjustment Assistance Act,
§§503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), any
federal, state or local fair employment, human rights wage and hour laws and
wage payment laws, and any and all other Federal, state, local or other
governmental statutes, laws, ordinances, regulations and orders, under common
law.  This General Release shall not
waive or release any rights or claims that the Executive may have which arises
after the date of this General Release or any rights to indemnification under
Section 13 of the Agreement.


2.             The
Executive intends this General Release to be binding on his successors, and the
Executive specifically agrees not to file or continue any claim in respect of
matters covered by Section 1 above. 
The Executive further agrees never to institute any suit, complaint,
proceeding, grievance or action of any kind at law, in equity, or otherwise in
any court of the United States or in any state, or in any administrative agency
of the United States or any state, county or municipality, or before any other
tribunal, public or private, against the Company arising from or relating to
his employment with or his termination of employment from the Company and/or
any other occurrences to the date of this General Release, other than a claim 



 A-1
 









challenging the validity of this General Release under
the ADEA or respecting any matters not covered by this General Release.


3.             The
Executive is further waiving his right to receive money or other relief in any
action instituted by him or on his behalf by any person, entity or governmental
agency in respect of matters covered by this General Release.  Nothing in this General Release shall limit
the rights of any governmental agency or the Executive’s right of access to,
cooperation or participation with any governmental agency, including without
limitation, the United States Equal Employment Opportunity Commission.  The Executive further agrees to waive his
rights under any other statute or regulation, state or federal, which provides
that a general release does not extend to claims which the Executive does not
know or suspect to exist in his favor at the time of executing this General
Release, which if known to him must have materially affected his settlement
with the Company.


4.             In
further consideration of the promises made by the Company in this General
Release, the Executive specifically waives and releases the Company from all
claims the Executive may have as of the date of this General Release, whether
known or unknown, arising under the ADEA. 
The Executive further agrees that:


(a)           the Executive’s waiver of rights
under this General Release is knowing and voluntary and in compliance with the
Older Workers Benefit Protection Act of 1990 (“OWBPA”);


(b)           the Executive understands the terms
of this General Release;


(c)           the Company is hereby advising the
Executive in writing to consult with an attorney prior to executing this
General Release;


(d)           the Company is giving the Executive a
period of twenty-one (21) days within which to consider this General Release;


(e)           following The Executive’s execution
of this General Release, the Executive has seven (7) days in which to revoke
this General Release by written notice. 
An attempted revocation not actually received by the Company prior to
the revocation deadline will not be effective; and


(f)            this General Release shall be void
and of no force and effect if the Executive chooses to so revoke, and if the
Executive chooses not to so revoke this General Release shall then become
effective and enforceable.


5.             This
General Release does not waive rights or claims that may arise under the ADEA
after the date the Executive signs this General Release.  To the extent barred by the OWBPA, the
covenant not to sue contained in Section 2 does not apply to claims under
the ADEA that challenge the validity of this General Release. The Executive
specifically acknowledges that, accept as specifically described above, it is
his intention to release all claims known and unknown.



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6.             To
revoke this General Release, the Executive must send a written statement of
revocation to the Company to the address provided in Section 16 of the
Agreement.  The revocation must be
received no later than 5:00 p.m. on the seventh (7th) day following the
Executive’s execution of this General Release. 
If the Executive does not revoke, the eighth (8th) day following the
Executive’s acceptance will be the “effective date” of this General Release.


7.             Effective
upon the lapse of the seven (7) day revocation period and provided the
Executive elects not to revoke this General Release, the Company and its
affiliates hereby release the Executive, his heirs, successors, representatives
and assigns from any an all legal claims, liabilities, suits, causes of action
(whether before a court or an administrative agency), damages, costs, attorneys’
fees, interest, injuries, expenses, debts, or demands of any nature whatsoever,
known or unknown, liquidated or unliquidated, absolute or contingent, at law or
in equity, which were or could have been filed with any Federal, state, or
local court, agency, arbitrator or any other entity, based directly or
indirectly on the Executive’s employment with and separation from the Company
or based on any other alleged act or omission by or on behalf of the Executive
prior to him signing this General Release other than criminal acts, fraud, or
actions taken in bad faith against the interests of the Company.


8.             This
General Release shall be governed by the internal laws (and not the choice of
laws) of the State of Illinois.


PLEASE READ THIS
AGREEMENT CAREFULLY.  IT CONTAINS A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


 


	
  Date:

  	
   

  	
   

  	
  [attachment only; to be signed at end of 

  
	
   

  	
   

  	
   

  	
  Transition Period] 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  DAVID P. BOLGER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  AON CORPORATION  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [attachment only; to be signed at end of 

  
	
   

  	
   

  	
   

  	
  Transition Period] 

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  

  
	
   

  	
   

  	
   

  	
  Title:

  



 



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