Exhibit 10.2


AON
CORPORATION

NON-EMPLOYEE DIRECTORS’

DEFERRED STOCK UNIT PLAN


(a subplan of the
Aon Stock Incentive Plan)


1.                                       Adoption and Purpose.


The Aon Corporation Outside Director Deferred Stock
Unit Plan (the “Plan”) is intended to provide non-employee directors serving on
the Board of Directors of Aon Corporation (the “Company”) with compensation
tied to the value of the Company’s common stock, thereby motivating such
directors to perform their duties and responsibilities to the best of their professional
abilities and to further align the interests of such directors with the
interests of the Company and its stockholders. 
The Plan is effective as of January 1, 2006.


2.                                       Definitions.


When used in this Plan,
the following terms shall have the definitions set forth in this Section 2:


2.1                                 “Board”
means the Board of Directors of Aon Corporation.


2.2                                 “Committee”
means the Organization and Compensation Committee of the Board of Directors of
Aon Corporation, as constituted from time to time, or such subcommittee of that
body as the Committee shall specify to act for the Committee with respect to
this Plan.  Each member of the Committee
shall be a “non-employee director” within the meaning of Rule 16b-3 under the
Exchange Act and shall be an “outside director” within the meaning of Section
162(m) of the Code.  The Committee shall
be composed of at least two (2) such directors.


2.3                                 “Common
Stock” means the Company’s common stock, par value $1.00 per share.


2.4                                 “Company”
means Aon Corporation, a Delaware corporation.


2.5                                 “Date
of Grant” means the date on which Deferred Stock Units are granted pursuant to
Article III.


2.6                                 “Deferred
Stock Unit” means a non-voting measurement unit that is deemed for valuation
and bookkeeping purposes to be equivalent to an outstanding share of Common
Stock.  It is a contractual obligation of
the Company to deliver a share of Common Stock based on the Fair Market Value
of such share to an Eligible Director or the beneficiary of such Eligible Director
as provided herein.


2.7                                 “Effective
Date” means January 1, 2006, the date when this Plan shall go into effect.


2.8                                 “Eligible
Director” means each member of the Board who is not an employee of the Company
or an affiliate and who is subject, in whole or in 









 



 


part, to the U.S. tax
laws and regulations regarding his or her compensation for Board service.


2.9                                 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.  Reference to a specific section of the
Exchange Act or regulation thereunder shall include such section or regulation,
any valid regulation promulgated under such section, and any comparable
provision of any future legislation or regulation amending, supplementing or
superseding such section or regulation.


2.10                           “Fair
Market Value” means, on any given date, the per share value of Common Stock as
determined by using the average of the high and low selling prices of such
Common Stock on the New York Stock Exchange on such date (or, if the New York
Stock Exchange was not open for trading or the Common Stock was not traded on that
day, the next preceding day that the New York Stock Exchange was open for
trading and the Common Stock was traded) as reported for such date by the Wall
Street Journal.


2.11                           “Plan”
means the Aon Corporation Non-Employee Directors’ Deferred Stock Unit Plan, as
such plan may be amended from time to time, as adopted as a sub-plan to the
Stock Plan.


2.12                           “Separation
from Service” means that the Eligible Director has ceased to be a member of the
Board of Directors and has otherwise had a separation from service recognized
as such under Section 409A of the Internal Revenue Code of 1986, as amended.


2.13                           “Stock
Plan” means the Aon Stock Incentive Plan, as approved and adopted by
stockholders in 2001 and as amended from time to time thereafter, pursuant to
which this Plan has been adopted as a sub-plan.


2.14                           “Year
of Service” means a period of 12 months of service as a member of the Board,
measured from the Date of Grant of the applicable Deferred Stock Units.


3.                                       Deferred Stock Unit Awards.


3.1                                 Annual
Grant.  The Company shall establish a
bookkeeping account for each Eligible Director to record such Eligible Director’s
interest under the Plan related to Deferred Stock Units.  Each year at the close of business on the
date of the Company’s annual meeting of stockholders, the bookkeeping account
of each Eligible Director shall automatically be credited with the number of
Deferred Stock Units (rounded to the nearest hundredth) equal to $85,000 (or
$170,000 for an Eligible Director who is first appointed or elected to serve on
the Board as of such date), or any such other amount as the Committee may from
time to time determine, divided by the Fair Market Value of the Common
Stock.  In the event an Eligible Director
first becomes an Eligible Director other than at the Company’s annual meeting
of stockholders, such Eligible Director shall automatically be credited as of
the Eligible Director’s appointment or election date with the number of
Deferred Stock Units (rounded to the nearest hundredth) equal to $170,000, or
any such other amount as the 



 2
 






 



 


Committee may from time
to time determine, divided by the Fair Market Value of the Common Stock.  The Deferred Stock Units shall vest in
accordance with Section 3.2 hereof.


3.2                                 Vesting
of Deferred Stock Units.  An Eligible
Director shall vest in his or her Deferred Stock Units in accordance with this
Section 3.2.  The Deferred Stock Units
shall vest in four equal increments over the course of the Eligible Director’s
Year of Service as of the Company’s quarterly dividend payment dates.  Notwithstanding the foregoing, if the
Eligible Director terminates service on the Board by reason of his or her death
prior to the completion of a Year of Service, all shares of Common Stock
corresponding to such Deferred Stock Units shall be delivered to such Eligible
Director’s beneficiary as designated by the Eligible Director on a form
provided by the Company pursuant to Section 5.2 hereof, or, in the absence of
such designation, to the Eligible Director’s estate.


3.3                                 Dividend
Equivalents.  An Eligible Director
shall have no rights as a stockholder of the Company with respect to any
Deferred Stock Unit until a share of Common Stock is delivered to the Eligible
Director pursuant to this Plan. 
Nothwithstanding the foregoing, as of each dividend payment date
declared with respect to the Common Stock, the Company shall credit to each
bookkeeping account a number of additional Deferred Stock Units equal to (i)
the product of (x) the dividend per share of Common Stock payable on such
dividend payment date and (y) the number of Deferred Stock Units credited to
such account as of the applicable dividend record date divided by (ii) the Fair
Market Value of a share of Common Stock on such dividend payment date.


3.4                                 Capital
Adjustments.  In the event of a reorganization,
recapitalization, stock split, reverse stock split, stock dividend, spin-off,
split-up, combination of shares, merger, consolidation or a similar corporate
transaction, the number of Deferred Stock Units granted hereunder shall be
proportionately adjusted to reflect any such transaction.


3.5                                 Payment
of Deferred Stock Units in Common Stock. 
Subject to satisfaction of the vesting requirements set forth in Section
3.2 hereof, and provided the Eligible Director has not made a timely election
to defer his or her receipt of Common Stock under this Plan pursuant to Section
3.6 hereof, the Deferred Stock Units shall convert to Common Stock upon the
earlier of (i) an Eligible Director’s Separation from Service or (ii) the
completion of three Years of Service (in either case, a “Scheduled Distribution
Event”).  Upon the occurrence of a
Scheduled Distribution Event, the Eligible Director shall be entitled to
receive shares of Common Stock equal to the number of Deferred Stock Units then
credited to such Eligible Director’s account as of such Scheduled Distribution
Event.  The shares of Common Stock shall
be delivered to the Eligible Director and transferred on the books of the
Company on the date that is the first 



 3
 






 



 


business day of the month
immediately following the Scheduled Distribution Event.  Any fractional shares of Common Stock to be
delivered in respect of a Deferred Stock Unit shall be settled in cash based
upon the Fair Market Value on the date any whole share of Common Stock is
transferred on the books of the Company to the Eligible Director or his or her
beneficiary.  Upon the delivery of a
share of Common Stock (or cash with respect to a fractional share) pursuant to
the Plan, the corresponding Deferred Stock Unit (or fraction thereof) shall be canceled
and be of no further force or effect.


3.6                                 Deferral
of Receipt of Common Stock.  An
Eligible Director may elect in writing pursuant to procedures established by
the Company to defer his or her receipt of shares of Common Stock, that would
otherwise become payable under Section 3.5 hereof.  Such deferral election must be made no later
than 12 months before any applicable Scheduled Distribution Event.  All such deferral elections will be required
to comply with Section 409A of the Internal Revenue Code of 1986, as amended.


3.7                                 Registration
of Shares.  The shares of Common
Stock that are distributable in accordance with Section 3.5 or 3.6 herein,
shall be registered in the name of the Eligible Director as the “Stockholder of
Record” unless the Eligible Director elects otherwise on a registration form
filed with the Company no later than 60 days before the shares of Common Stock
are distributable.


4.                                       Administration.


4.1                                 Plan
Administration. The Plan shall be administered by the Committee.  The Committee may make such rules and
establish such procedures for the administration of the Plan, as it deems
appropriate to carry out the purpose of the Plan; provided, however, that the
Committee shall have no discretion with respect to the grantee, amount, price or
timing of any Deferred Stock Unit.  The
interpretation and application of the Plan or of any rule or procedure, and any
other matter relating to or necessary to the administration of the Plan, shall
be determined by the Committee in its sole discretion, and any such
determination shall be final and binding on all persons.


4.2                                 Amendment
or Termination.  The Board may at any
time and from time to time alter, amend, suspend or terminate the Plan in whole
or in part.  The termination or any
modification or amendment of the Plan shall not, without the consent of a
director, affect his or her rights under a grant of Deferred Stock Units.



 4
 






 



 


5.                                       General Provisions.


5.1                                 Assignability.  Deferred Stock Units shall be nontransferable
and may not be sold, hypothecated, assigned, anticipated, alienated, commuted,
pledged, encumbered or otherwise conveyed by an Eligible Director (whether
voluntarily or involuntarily) to any party, nor may any award be subject to
attachment by any creditor.  No
assignment or transfer of any Deferred Stock Units or their rights represented
thereby, whether voluntary, involuntary, or by operation of law or otherwise,
except by will or the laws of descent and distribution shall vest in the
assignee or transferee any interest or right herein whatsoever, and shall be of
no force or effect.


5.2                                 Designation
of Beneficiaries.  An Eligible
Director may designate a person or persons to receive, in the event of his or
her death, any rights to which he would be entitled under Deferred Stock Units
granted under this Plan.  A beneficiary
designation may be changed or revoked by a participant at any time by filing a
written statement of such change or revocation with the Company.


5.3                                 Award
Agreement.  Deferred Stock Unit
awards made pursuant to this Plan and under the Stock Plan shall be evidenced
by Award Agreements in such form as the Committee shall, from time to time,
approve, provided that such agreements shall comply with, reflect and be
subject to all the terms of this Plan and comply with the relevant terms and
conditions of the Stock Plan.  The Award
Agreement will state the characteristics of and all terms and conditions
applicable to the Deferred Stock Units, provided that the provisions of this
Plan will be deemed incorporated in such agreement regardless whether they are
specifically reiterated in the text of the Award Agreement.


5.4                                 Rights
as a Stockholder.  The holder of
Deferred Stock Units shall no rights as a stockholder of the Company, including
voting rights.


5.5                                 Tax
Withholding.  The Company shall have
the power and the right to deduct or withhold, or require an Eligible Director
to remit to the Company, an amount sufficient to satisfy federal, state and
local taxes required to be withheld with respect to Deferred Stock Units.


5.6                                 Unfunded
Plan.  The Company shall not be
required to segregate any cash or any shares of Common Stock that may at any
time be represented by Deferred Stock Units, and the Plan shall constitute an “unfunded”
plan of the Company.  The Company shall
not, by any provision of the Plan, be deemed a trustee of the Common Stock or
any other property, and the rights of an Eligible Director or beneficiary under
this plan shall be limited to those of a general creditor of the Company.  A Deferred Stock Unit 



 5
 






 



 


represents a contractual
obligation of the Company to deliver a share of Common Stock or cash as
provided herein.


5.7                                 No
Right to Continue As Director. 
Nothing in the Plan shall be construed as conferring any right upon any
director to continue to serve as a member of the Board of Directors nor shall
the Plan be construed to impose any obligation on the part of the Eligible
Director to continue to serve as a member of the Board of Directors.


5.8                                 Governing
Law.  The validity, construction,
interpretation, administration and effect of the Plan, and all rights
hereunder, shall be determined solely in accordance with the laws of the State
of Illinois, to the extent not preempted by federal law.


IN WITNESS WHEREOF, the Company has executed this Plan
on this 18th day of March 2006, to be effective on the
Effective Date.


 



 6