6 and any
Pledged Shares under Section 7 of the Agreement.
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:
November 18, 2009
/s/ Ted T. Devine
TED T. DEVINE
A-3
ATTACHMENT B
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this "Agreement") is made and entered into as of
November 18, 2009, by and between TED T. DEVINE, an individual resident in the
State of Illinois ("Pledgor"), and AON CORPORATION, a Delaware corporation (the
"Secured Party").
W I T N E S S E T H:
WHEREAS, Pledgor is the record and beneficial owner of certain issued and
outstanding equity awards consisting of restricted shares, restricted share
units and performance share units, granted by the Secured Party, as more
specifically set forth on Schedule A attached hereto (collectively, the "Equity
Awards");
WHEREAS, contemporaneously with the execution and delivery of this Agreement,
Pledgor and Secured Party are entering into a Transition Agreement (as hereafter
amended, modified or supplemented from time to time, the "Transition
Agreement");
WHEREAS, it is a condition precedent to the consummation of the transactions
contemplated by the Transition Agreement that Pledgor shall agree to pledge and
grant a first priority security interest to Secured Party in the shares of stock
of the Secured Party hereafter acquired by Pledgor pursuant to the vesting of
the Equity Awards (net of shares withheld to pay applicable taxes) to secure the
full and timely performance of Pledgor's obligations to Secured Party under the
Transition Agreement, whether direct or indirect, absolute or contingent, due or
to become due, now existing or hereafter arising (collectively, the "Secured
Obligations").
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements hereinafter set forth, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1.
DEFINITIONS.
UNLESS OTHERWISE DEFINED HEREIN, ALL CAPITALIZED
TERMS USED HEREIN SHALL HAVE THE MEANINGS SPECIFIED IN THE TRANSITION AGREEMENT.
2.
PLEDGE. AS SECURITY FOR THE SECURED OBLIGATIONS, PLEDGOR HEREBY
PLEDGES AND GRANTS TO THE SECURED PARTY A CONTINUING FIRST PRIORITY SECURITY
INTEREST, TO BECOME AUTOMATICALLY EFFECTIVE UPON THE VESTING OF THE APPLICABLE
UNDERLYING EQUITY AWARDS, IN ANY AND ALL:
(A)
SHARES OF THE STOCK OF SECURED PARTY ISSUED TO PLEDGOR (NET OF
AFTER-TAX WITHHOLDING) PURSUANT TO ANY OF THE EQUITY AWARDS, WHICH SHARES SHALL
BE SET FORTH ON SCHEDULE B ATTACHED HERETO AND DEEMED INCORPORATED HEREIN
(COLLECTIVELY, THE "PLEDGED SECURITIES"), AND ALL PROCEEDS, SECURITIES,
DIVIDENDS, RIGHTS AND OTHER PROPERTY AT ANY TIME OR FROM TIME TO TIME RECEIVED,
RECEIVABLE OR OTHERWISE DISTRIBUTED TO PLEDGOR IN RESPECT OF OR IN EXCHANGE FOR
THE PLEDGED SECURITIES; AND
(B)
OTHER PROPERTY HEREAFTER DELIVERED TO PLEDGOR IN SUBSTITUTION FOR
OR IN ADDITION TO ANY OF THE FOREGOING, ALL CERTIFICATES EVIDENCING SUCH
PROPERTY AND ALL PROCEEDS, SECURITIES, DIVIDENDS, RIGHTS AND OTHER PROPERTY