8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 30, 2009

Aon Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware	1-7933	36-3051915
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 East Randolph Street, Chicago, Illinois (Address of Principal Executive Offices)		60601 (Zip Code)

Registrant’s telephone number, including area code: (312) 381-1000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement.

On January 30, 2009, in connection with recent developments in Delaware case law, the Board of Directors of Aon Corporation (“Aon”) approved the form of an indemnification agreement between Aon and each of the directors and officers of Aon.  The purpose of the indemnification agreement is to provide specific contractual assurance with respect to the existing indemnification and expense advancement rights extended to such officers and directors under Article Seventh of Aon’s amended and restated Certificate of Incorporation.  The indemnification agreement provides assurance that no future amendment to or revocation of the Certificate of Incorporation will adversely affect any existing right of an officer or director with respect to any event that occurred prior to such amendment or revocation (regardless of when any proceeding related to such event is first threatened, commenced or completed).

A copy of the form of indemnification agreement is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 5.02(e)          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2009, in connection with the decision to freeze the Aon Pension Plan (as described in Item 8.01 below), the Board of Directors of Aon approved and adopted an amendment to the Aon Excess Benefit Plan.  This amendment is designed to reduce future pension costs and provides that, effective April 1, 2009, all future benefit accruals under the Aon Excess Benefit Plan will automatically cease for all participants, and the accrued benefits under the Aon Excess Benefit Plan will be determined and frozen as of that date.

These changes to the Aon Excess Benefit Plan will not affect benefits earned by participants prior to April 1, 2009.

The amendment to the Aon Excess Benefit Plan is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

The Board of Directors of Aon also approved modifications to the Aon Supplemental Savings Plan, effective January 1, 2009 to implement a supplemental savings plan account for employees earning more than the IRS compensation limit for 401(k) plans ($245,000 in 2009) who contribute the maximum allowable amount to their 401(k) plans.  Aon will make contributions to this account at rates calculated as a percentage of eligible pay that will escalate based upon years of service to Aon, beginning at three percent (3%) for employees with one to four years of service; four percent (4%) for employees with five to nine years of service; five percent (5%) for employees with ten to fourteen years of service; and six percent (6%) for employees with fifteen or more years of service.

In addition to the actions described in this Item 5.02(e), the Board of Directors also authorized certain modifications to the Aon Pension Plan and the Aon Savings Plan, which are described in Item 8.01 below.

Item 5.03               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 30, 2009, the Board of Directors of Aon approved amendments to, and restated, Aon’s bylaws.  The bylaws were amended and restated primarily to:  (i) modify the advance notice requirements for stockholder nominations of directors and the proposal of other business, as applicable, at an annual or special meeting of stockholders to expand the information required to be provided by the stockholder making such nomination or proposal; revise the time periods during which such notice must be given; ensure that such provisions are clear and unambiguous; and clarify that compliance with the notice procedures is the exclusive means for a stockholder to make nominations or submit other business at a meeting of stockholders (other than proposals governed by Rule 14a-8 under the Securities Exchange Act of 1934, as amended); (ii) modify the voting standard to be applied in the event of a contested election of directors from majority voting to plurality voting; (iii) reflect that the role of Chairman of the Board of Aon

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may, or may not be, held by an employee or officer of Aon, and provide for the role of lead independent director in the event of the selection of an executive Chairman; (iv) modify the notice period necessary to call a special meeting of the Board of Directors; (v) confirm that shares of Aon’s common stock may be certificated or uncertificated; and (vi) clarify the discretion of the Board in setting the date of the annual meeting of stockholders.

The amended and restated bylaws also contain certain other clarifying and conforming changes.  The amended bylaws became effective on January 30, 2009.

The above description is qualified in its entirety by reference to Aon’s amended and restated bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

 Item 8.01.             Other Events.

Concurrently with the actions described in Item 5.02(e) above, on January 30, 2009, the Board of Directors of Aon approved and adopted an amendment to the Aon Pension Plan.  This amendment is designed to reduce future pension costs and provides that, effective April 1, 2009, all future benefit accruals under the Aon Pension Plan will automatically cease for all participants, and the accrued benefits under the Aon Pension Plan will be determined and frozen as of that date.

These changes to the Aon Pension Plan will not affect benefits earned by participants prior to April 1, 2009.

The amendment to the Aon Pension Plan is attached hereto as Exhibit 10.3, and is incorporated herein by reference.

TheBoardofDirectorsofAonalsoapprovedmodificationstotheAonSavingsPlan,effectiveJanuary1,2009to:(i)discontinuediscretionarycontributionsundertheAonRetirementAccountoftheAonSavingsPlan;(ii)discontinuediscretionarymatchingcontributionsundertheAonSavingsPlanfor2009andfutureyears;and < /font>(iii)increaseAon’smatchingcontributionundertheAonSavingsPlantoonehundredpercent(100%)ofemployeecontributionsuptosixpercent(6%)ofeligiblecompensation.

Item 9.01.              Financial Statements and Exhibits.

(a) - (c)	Not applicable.
(d)	Exhibits:

Exhibit Number	Description of Exhibit
3.2	Amended and Restated Bylaws of Aon Corporation
10.1	Form of Indemnification Agreement for Directors and Officers of Aon Corporation
10.2	First Amendment to the Amended and Restated Aon Corporation Excess Benefit Plan
10.3	Twelfth Amendment to Aon Pension Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Aon Corporation
	By:	/s/ Christa Davies
		Christa Davies Executive Vice President and Chief Financial Officer
Date: February 5, 2009

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
3.2	Amended and Restated Bylaws of Aon Corporation
10.1	Form of Indemnification Agreement for Directors and Officers of Aon Corporation
10.2	First Amendment to the Amended and Restated Aon Corporation Excess Benefit Plan
10.3	Twelfth Amendment to Aon Pension Plan

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EX-3.2

Exhibit 3.2

[As Amended on November 18, 2005January 30, 2009]

AON CORPORATION
BY-LAWS

ARTICLE I

CORPORATE OFFICES

Section 1.  Delaware registered office.  The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

Section 2.  Other offices.  The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.  Time and place of meetings.  Meetings of stockholders for any purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.  Annual meetings.  Annual meetingsThe annual meeting of stockholders shall be held on the third  Friday of May  if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00  A.M., or at such othersuch date and at such time and place as shall be designated from time to time by the board of directors andmay designate.  The date, place and time of the annual meeting shall be stated in the notice of the meeting, for the election of directors and for the transaction ofsuch meeting delivered or mailed to stockholders.  At such annual meeting the stockholders shall elect directors, and transact such other business as may properly be brought before the meeting.  The election of directors need not be by written ballot unless the use of written ballot is requested by any stockholder.

Section 3.  Notice of annual meeting.  Written notice of the annual meeting, stating the place, date and hour of the meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days (or in case a vote of stockholders on a Business Combination, as defined in the certificate of incorporation, is one of the stated purposes of the annual meeting, not less than twenty nor more than sixty days) before the date of the meeting.

Section 4.  Stockholder list.  The officer who has charge of the stock ledger of the corporation shall prepare, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours, at the principal place of business of the corporation.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof

and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 5.  Special meetings.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, shall be called as provided in the certificate of incorporation.

Section 6.  Notice of special meeting.  Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days (or in case a vote of stockholders on a Business Combination, as defined in the certificate of incorporation, is one of the stated purposes of the meeting, not less than twenty nor more than sixty days) before the date of the meeting.

Section 7.  Notice of Stockholder Business and Nominations.

(A)  Annual Meetings of Stockholders.  (1)  Nominations of persons for election to the board of directors of the corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders: (a) pursuant to the corporation’s notice of meeting delivered pursuant to Article II, Section 3 of these by-laws,; (b) by or at the direction of the board of directors; or (c) by any stockholder of the corporation who: (i) was a stockholder of record both at the time of giving of notice provided for in this Section 7(A) and at the time of the annual meeting of stockholders; (ii) is entitled to vote at the meeting, who complied; and (iii) complies with the notice procedures set forth in clauses (2) and (3) of this paragraph (A) of this by-law and who was a stockholder of record at the time such notice was delivered to the secretary of the corporationthis Section 7(A).

(2)  For nominations for election to the board of directors of the corporation or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this by-law,Section 7, the stockholder must have given timely notice thereof in writing to the secretary of the corporation and such other business must otherwise be a proper matter for stockholder action by the stockholders under the laws of the State of Delaware.  To be timely, a stockholder’s notice shall set forth all information required under this Section 7 and shall be delivered to the secretary at the principal office of the corporation not earlier than the close of business on the 100thone hundred twentieth (120th) calendar day nor later than the close of business on the 75ninetieth (90th) calendar day prior to the date of the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of an annual meeting is more than thirty (30) calendar days before or more than 75sixty (60) calendar days after the date of the first anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 100thone hundred twentieth (120th) calendar day prior to such annual meeting and not later than the close of business on the later of (i) the 75ninetieth (90th) calendar day prior to such annual meeting and (ii) the 10th calendar day after the day on which public announcement of the date of such annual meeting is first made by the corporation.  Such stockholder’s notice shallIn no event shall any adjournment or

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postponement of an annual meeting or the public announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

To be in proper form, such stockholder’s notice to the secretary must set forth the following:  (a) as to a notice relating to the nomination of a director, as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any othera notice relating to any business other than the nomination of a director that the stockholder proposes to bring before the meeting,: a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is madeany Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the Stockholder Associated Person, if any, on whose behalf the nomination or proposal is made: (i) the name and address of such stockholder, as they appear on the corporation’s stock transfer books, and of such beneficial owner andStockholder Associated Person, if any; (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial ownerStockholder Associated Person, if any; (iii) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of stock price changes for, or to increase or decrease the voting power of, such stockholder or any such Stockholder Associated Person with respect to any share of stock of the corporation (which information shall be updated by such stockholder as of the record date of the meeting not later than ten (10) days after the record date for the meeting); (iv) a description of all agreements, arrangements and understandings between such stockholder and such Stockholder Associated Person, if any, each proposed nominee and any other person or persons (including their names) in connection with the nomination of a director or the proposal of any other business by such stockholder or such Stockholder Associated Person, if any; (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice; (vi) any other information relating to such stockholder or such beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (vii) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

(3)  Notwithstanding anything in the second sentence of paragraph (A)(2) of this by-lawSection 7 to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation is increased and there is no public announcement by the corporation

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naming all of the nominees for director or specifying the size of the increased board of directors made by the corporation at least 80one hundred (100) calendar days prior to the date of the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this by-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal office of the corporation not later than the close of business5:00 p.m., Central  Time, on the tenth (10th) calendar day after the day on which such public announcement is first made by the corporation.

(4)  For purposes of this Section 7, “Stockholder Associated Person” of any stockholder shall mean: (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder; (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder; and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person.

(B)  Special Meetings of Stockholders.  Subject to the rights of the holders of any shares of Serial Preferred Stock, only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting pursuant to Article II, Section 6 of these by-laws.  Subject to the rights of the holders of any shares of Serial Preferred Stock, nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected: (1) pursuant to the corporation’s notice of meeting; (12) by or at the direction of the board of directors or (2); or (3) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any stockholder of the corporation who is: (a) entitled to vote at the meeting, who; (b) complies with the notice procedures set forth in this by-lawSection 7(B); and who is(c) a stockholder of record both at the time such notice is delivered to the secretary of the corporation.  Nominations by stockholders of persons and at the time of the special meeting.  In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors of the board of directors, any such stockholder may nominate a person or persons (as the case may be) for election to the board of directors may be made at such a special meeting of stockholdersas specified in the corporation’s notice of meeting, if the stockholder’s notice as required by paragraph (A)(2) of this by-lawSection 7 with respect to any nomination shall be delivered to the secretary at the principal executive offices of the corporation not earlier than the close of business on the 100th5:00 p.m., Central  Time, on the one hundred twentieth (120th) calendar day prior to such special meeting and not later than 5:00 p.m., Central  Time, on the close of business on the later of: (i) the 75ninetieth (90th) calendar day prior to such special meeting; and (ii) the tenth (10th) calendar day after the day on which public announcement is first made of the date of such special meeting and of the nominees proposed by the board of directors to be elected at such meeting.  In no event shall any adjournment or postponement of a special meeting or the public announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(C)  General.  (1)  Subject to the rights of the holders of any shares of Serial Preferred Stock, only persons who are nominated in accordance with the procedures set forth in this by-lawSection 7 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this by-law.Section 7.  Except as otherwise provided by law, the certificate of incorporation or these by-laws, the chairman of the meeting shall have the power and duty to

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determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this by-law and, if any proposed nomination or business is not in compliance with this by-law, to declare that such defective proposal or nomination shall be disregarded.

(2)  For purposes of this by-law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3)  Notwithstanding the foregoing provisions of this by-law,Section 7, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this by-law.  So long as a stockholder proponent otherwise complies with the requirements of this by-law, nothing in this by-lawSection 7.  Nothing in this Section 7 shall be deemed to affect any rights of stockholders to request inclusion of proposals in, nor the right of the corporation to omit proposals from, the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

Section 8.  Quorum.  The holders of a majority of the stockshares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.  Requisite vote.  When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any matter brought before such meeting, unless the question is one upon which by express statutory provision or express provision of the certificate of incorporation a different vote is required, in which case such express provision shall govern the vote needed on such matter.

Section 9.  Voting and Required Vote.

Section 10.  Voting.(a)  Unless otherwise provided in the certificate of incorporation, each holder of common stock of the corporation shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder, and each holder of any shares of Serial Preferred Stock to which voting rights have been granted in the certificate of incorporation or any amendment thereto or in the resolutions of the board of directors providing for the issue of such series shall at every meeting of the stockholders be entitled to vote to the extent provided, in person or by proxy; but no proxy shall be voted or acted upon after three

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years from its date, unless the proxy provides for a longer period.   Directors shall be elected in the manner described in paragraph (b) of this Section 9 below; and all other questions brought before any meeting of stockholders at which a quorum is present shall be determined by the affirmative vote of the holders of a majority of the shares entitled to vote and present in person or represented by proxy at the meeting, except as otherwise provided by the certificate of incorporation, these by-laws or the laws of the State of Delaware.

(b)  A nominee for director shall be elected to the board of directors by a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present.  For purposes of this paragraph (b), a majority of the votes cast shall mean that the number of votes cast for a director nominee exceeds the number of votes cast against that director nominee (with abstentions and broker nonvotes not counted as a vote either for or against that director’s election).  Notwithstanding the foregoing, directors shall be elected by a plurality of the votes cast in person or by proxy at any meeting of stockholders at which the number of nominees for election as directors exceeds the number of directors to be elected as of a date that is ten (10) days prior to the date the corporation files its definitive proxy statement with the Securities and Exchange Commission (regardless of whether or not the proxy statement is thereafter revised or supplemented).

ARTICLE III

DIRECTORS

Section 1.  Number and terms of directors.  The number of directors which shall constitute the whole board shall be determined as provided in the certificate of incorporation. Except as provided in Section 2, the directors shall be elected at each annual meeting of stockholders.  Each director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.

Section 2.  Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled in the manner provided in the certificate of incorporation.  If there are no directors in office, then an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held by the stockholders to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.  Chairman of the Board and Lead Director.  The board of directors shall annually elect one of its members to be chairman of the board and shall fill any vacancy in the position of the chairman of the board at such time and in such manner as the board of directors shall determine.  The chairman of the board may, but need not, be an officer of, or employed in an executive or any other capacity by, the corporation.  If the chairman of the board is an officer of, or employed in an executive or any other capacity by, the corporation, the board of directors shall also appoint a lead

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director.  The lead director shall not be an officer of, or employed in an executive or any other capacity, by the corporation.

Section 4.  Powers of board of directors.  The business and affairs of the corporation shall be managed under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4.5.  Place of meetings.  The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.6.  Annual meeting of the board after annual election.  The annual meeting of the board of directors shall be held immediately upon the adjournment of and at the same location as the annual meeting of the stockholders, and no notice of such meeting shall be necessary in order to legally to constitute the meeting, provided a quorum shall be present.

Section 6.7.  Regular meetings.  Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7.8.  Special meetings.  Special meetings of the board of directors may be called by the chairman of the board or by the chief executive officer on two days’ notice to each director, either personally sent at least twenty-four (24) hours prior to each such meeting.  Notice of each such meeting shall be delivered personally to each director, or sent by electronic mail or by, telegram or telex.  Special meetings of the board of directors shall be called by the chairman of the board, the chief executive officer, the president or the secretary in like manner on the written request of two directors.  Such notice shall state the time and place of the meeting but need not state the object of the meeting except in the event that the meeting shall be called for the purpose of amending the by-laws of the corporation.

Section 8.9.  Quorum.  Except as otherwise provided by the certificate of incorporation or by statute, at all meetings of the board of directors a majority of the directors then in office shall constitute a quorum for the transaction of business, except that in no case shall less than one-third of the total number of directors as determined by the certificate of incorporation and these by-laws constitute a quorum.  The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.10.  Action by written consent.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.11.  Committees of directors.  The board of directors may by resolution passed by a majority of the whole board designate an executive committee and one or more other committees, each committee to consist of one or more directors of the corporation.  The board may designate one or more directors as alternate members of any committee who may replace any

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absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Section 11.12.  Powers of committees.  The board of directors may authorize the executive committee when the board of directors is not in session to exercise all of the authority of the board of directors in the management of the business and affairs of the corporation, except to the extent that such authority shall be limited by statute, by the certificate of incorporation, by resolution of the board of directors or by these by-laws.  Any other committee shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation to the extent provided in the resolution of the board of directors creating it, except as such authority shall be limited by statute, by the certificate of incorporation or by these by-laws.  Any committee may authorize the seal of the corporation to be affixed to all papers which may require it in order for the committee to perform its duties.  No committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.  Such committee or committees other than the executive committee shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.13.  Minutes of meeting.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 13.14.  Compensation of directors.  The board of directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14.15.  Use of conference telephone.  Members of the board of directors or any committee designated by such board may participate in a meeting of such board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other.  Such participation shall constitute presence of the person at the meeting.

Section 15.16.  Conflict of interest.  No director shall vote on any contract, or arrangement, or other proposal in which he has a direct and material financial interest.

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ARTICLE IV

NOTICES

Section 1.  Method of giving notice.  Whenever, under any provision of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.

Section 2.  Waiver of notice.  Whenever notice is required to be given under any provision of the statutes or of the certificate of incorporation or of these bylaws, a written waiver of such notice, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to such notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1.  Offices.  The board of directors at its first meeting after each annual meeting of stockholders or as soon thereafter as may be convenient shall elect the officers of the corporation.  The officers shall be a chairman of the board (whether or not the chairman serves as an officer shall be determined by the board of directors); a chief executive officer; a president; a chief financial officer; one or more vice presidents; a treasurer; and a secretary.  The board of directors may elect additional officers and may appoint assistant officers who shall perform such duties as shall be delineated by the board of directors.  Any offices may be held by the same person except as otherwise provided in the certificate of incorporation, in the by-laws, or by statute.

Section 2.  Compensation of officers.  The compensation of all officers and agents of the corporation shall be fixed by or in the manner designated by the board of directors.

Section 3.  Term of office.  Each officer shall hold office for one year and until his successor is chosen and qualifies or until his earlier resignation or removal.  Any officers elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of the corporation shall be filled by the board of directors.  The board of directors may enter into any contract with officers with respect to terms or conditions of this service.

Section 4.  Duties of officers.

a.  Chairman of the board.  The board of directors shall determine whether or not the chairman of the board serves as an officer of the corporation.  The chairman of the board shall preside at all meetings of stockholders and of the board of directors.  He shall have such other

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powers and perform such other duties as may from time to time be assigned to him by the board of directors.

b.  Chief executive officer.  The chief executive officer shall have the responsibility to supervise and manage the day-to-day operations of the corporation.  The chief executive officer shall have the authority to execute all contracts and agreements, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.  In the absence of the chairman, the chief executive officer shall preside at all meetings of stockholders and the board of directors.  The chief executive officer shall have and perform such other duties as may from time to time be assigned to him by the board of directors.

c.  President.  The president shall have and perform such duties as may from time to time be assigned by the board of directors.

d.  Chief financial officer.  The chief financial officer shall be the principal financial officer of the corporation and shall have such powers and perform such duties as the chief executive officer may from time to time prescribe.

e.  Executive vice presidents, senior vice presidents and vice presidents.  In the absence or disability of the chief executive officer and the president, the executive vice presidents (in the order designated, or in the absence of any designation, then in the order of their election), shall perform the duties of the chief executive officer and the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chief executive officer and the president.  The executive vice presidents shall perform such other duties and have such other powers as the board of directors or the chief executive officer may from time to time prescribe.  The senior vice presidents shall perform such duties and have such powers as the board of directors, the chief executive officer, the president or any executive vice president may from time to time prescribe.  The vice presidents shall perform such duties and have such powers as the board of directors, the chief executive officer, the president, any executive vice president or any senior vice president may from time to time prescribe.

f.  Secretary.  The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the stockholders and of the board of directors in books to be kept for that purpose and shall perform like duties for the standing committees when required.  The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the chief executive officer.  The secretary shall have custody of the corporate seal of the corporation and the secretary, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the secretary or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by signature.

g.  Treasurer.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of

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the corporation in such depositaries as may be designated by the board of directors.  The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the chief financial officer an account of all transactions as treasurer and of the financial condition of the corporation; and the chief financial officer shall forward this information to the board of directors, the chief executive officer and the president.

Section 5.  Bond.  If required by the board of directors, any officer may be required to give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE VI

STOCK CERTIFICATES

Section 1.  Right of holder to certificate.  Every holder of stock in the corporation shall be entitled to have a certificate,Certificated and uncertificated shares.  Shares of the corporation’s stock may be certificated or uncertificated, as provided under the laws of the State of Delaware.  All certificates of stock of the corporation shall be numbered and shall be entered on the books of the corporation as they are issued.  The certificates shall be signed by, or in the name of the corporation by, the chairman of the board, the chief executive officer, the president, or any executive vice president, senior vice president or vice president and by the treasurer or an assistant treasurer or secretary or an assistant secretary, certifying the number of shares owned by himsuch holder in the corporation.

Section 2. Facsimile signatures.  Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3.  Lost certificates.  The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.  Transfers of stock.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of

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succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5.  Record date.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such mailing, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 6.  Registered stockholders.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and, to the extent entitled, to vote as such owner and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the statutes of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 1.  Dividends.  Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.  Reserves.  Before payment of any dividend there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors may from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 3.  Signatures on checks and notes.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 4.  Fiscal year.  The fiscal year of the corporation shall begin on the first day of January in each year and end on the thirty-first day of December in each year.

Section 5.  Seal.  The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced or otherwise.

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ARTICLE VIII

AMENDMENTS

These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.

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EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

AGREEMENT made this        day of                     , 2009, between Aon Corporation, a Delaware corporation (the “Company”), and                                (the “Indemnitee”).

WHEREAS, it is essential to the Company and its stockholders to attract and retain qualified and capable directors, officers, employees, agents and fiduciaries;

WHEREAS, the Second Restated Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”), requires the Company to indemnify and advance expenses to its directors and officers to the extent not prohibited by law;

WHEREAS, in recognition of Indemnitee’s need for protection against personal liability in order to induce Indemnitee to serve or continue to serve the Company in an effective manner and in part to provide Indemnitee with specific contractual assurance that the protection promised by the Certificate of Incorporation will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Certificate of Incorporation or any change in the composition of the Company’s Board of Directors or any acquisition transaction relating to the Company), the Company wishes to provide the Indemnitee with the benefits contemplated by this Agreement; and

WHEREAS, as a result of the provision of such benefits Indemnitee has agreed to serve or to continue to serve the Company;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.Contract Right.  Annex A hereto contains Article Seventh of the Certificate of Incorporation, as in effect as of the date hereof (“Article Seventh”).  The Company agrees that no repeal, modification or amendment of, or adoption of any provision inconsistent with, Article Seventh, nor to the fullest extent permitted by applicable law, any modification of law, shall adversely affect any right or protection of the Indemnitee pursuant to Article Seventh arising out of or related to any event, act or omission that occurred prior to the time of such repeal, modification, amendment or adoption (regardless of  when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

2.Non-Exclusivity of Rights.   The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Certificate of Incorporation, the Company’s By-laws, the Delaware General Corporation Law, any vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity by holding such office, and shall continue after Indemnitee ceases to serve the Company as a director, officer, employee, agent or fiduciary.

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3.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

4.Enforcement.

(a)Indemnitee’s right to indemnification and other rights under this Agreement shall be specifically enforceable by Indemnitee only in the state or Federal courts of the States of Delaware or Illinois.

(b)In the event that any action is instituted by Indemnitee under this Agreement, or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and reasonable expenses, including reasonable counsel fees, incurred by Indemnitee with respect to such action, unless the court determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous.

5.Severability.  In the event that any provision of this Agreement is determined by a court to require the Company to do or to fail to do an act which is in violation of applicable law, such provision (including any provision within a single section, paragraph or sentence) shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited or modified, such provision and the balance of this Agreement shall be enforceable in accordance with their terms to the fullest extent permitted by law.

6.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such State.

7.Consent to Jurisdiction.  The Company and Indemnitee each hereby irrevocably consents to the jurisdiction of the courts of the States of Delaware and Illinois for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agrees that any action instituted under this Agreement shall be brought only in the state and Federal courts of the States of Delaware and Illinois.

8.Notices.  All notices or other communications required or permitted hereunder shall be sufficiently given for all purposes if in writing and personally delivered, telegraphed, telexed, sent by facsimile transmission or sent by registered or certified mail, return receipt requested, with postage prepaid addressed as follows, or to such other address as the parties shall have given notice of pursuant hereto:

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If to the Company to:

Attention:

Telecopy #:

If to Indemnitee, to:

Attention:

Telecopy #:

9.Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same instrument.

10.Successors and Assigns.  This Agreement shall be (i) binding upon all successors and assigns of the Company, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, and (ii) binding upon and inure to the benefit of any successors and assigns, heirs, and personal or legal representatives of Indemnitee.

11.Amendment; Waiver.  No amendment, modification, termination or cancellation of this Agreement shall be effective unless made in a writing signed by each of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

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IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement as of the day and year first above written.

Aon Corporation

By:

Name:

Title:

Indemnitee

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ANNEX A

SEVENTH.Limitation of Liability of Directors and Indemnification.

Section 1

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived any improper personal benefit.  If the Delaware General Corporation Law is amended after approval by the stockholders of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

Section 2

(a)  Right to Indemnification.   Each person who was or is made a party or is threatened to be made a part to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the corporation.  The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in connection with any such proceeding in advance of its final disposition (hereinafter

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an “advancement of expenses”); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

(b)  Right of Indemnitee to Bring Suit.  If a claim for indemnification (including the advancement of expenses) under paragraph (a) is not paid in full by the corporation within forty-five days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law.  In any suit by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met with applicable standard of conduct set forth in the Delaware General Corporation Law.  Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this paragraph (b) or otherwise shall be on the corporation.

(c)  Service for Subsidiaries.   Any person serving as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise, at least 50% of whose equity interests are owned by the corporation (hereinafter a “subsidiary”), shall be conclusively presumed to be serving in such capacity at the request of the corporation.

(d)  Reliance.   Persons who after the date of the adoption of this provision become or remain directors or officers of the corporation or who, while a director or officer of the corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity and advancement of expenses

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contained in this Article Seventh in entering into or continuing such service.  The rights to indemnification and to the advancement of expenses conferred in this Section shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

(e)  Non-Exclusivity of Rights.   The rights to indemnification and to advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under this certificate of incorporation or under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

(f)   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or any other corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

(g)  Indemnification of Employees and Agents of the Corporation.  The corporation may, to the extent authorized from time to time by the board of directors of the corporation, grant rights to indemnification and to the advancement of expenses, to any employee or agent of the corporation to the fullest extent of the provisions of the Section with respect to the indemnification and advancement of expenses of directors and officers of the  corporation.

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EX-10.2

Exhibit 10.2

First Amendment to the Amended and Restated Aon Corporation Excess Benefit Plan

WHEREAS, the Company adopted the Aon Corporation Excess Benefit Plan (the “Plan”) effective January 1, 1989, and the Company has amended the Plan from time to time thereafter, including the amendment and restatement effective January 1, 2009.

WHEREAS, the Board of Directors of Aon Corporation desires to amend the Plan pursuant to the authority to do so under Article VII of the Plan to cease future benefit accruals after April 1, 2009.

NOW, THEREFORE, the Plan, as amended and restated effective January 1, 2009, is further amended as follows:

1.Section 1.2.  By adding the following provision at the end of Section 1.2, “Purpose”:

“Notwithstanding the foregoing, the future accrual of benefits under this Plan will cease effective April 1, 2009 in accordance with Section 4.3.”

2.Section 4.1.  By adding the following provision at the end thereof:

“Notwithstanding the foregoing, the future accrual of benefits under this Plan will cease effective April 1, 2009 in accordance with Section 4.3.”

3.By adding a new section, Section 4.3, to the Plan document as follows:

“4.3Future Benefit Accruals ease effective April 1, 2009.” Notwithstanding anything to the contrary herein, the Company has amended the Plan to cease the future accrual of benefits after April 1, 2009.   The accrued benefits under the Plan will be determined as of April 1, 2009, and become frozen as of such date in accordance with the Plan.”

IN WITNESS WHEREOF, Aon Corporation has adopted this First Amendment to the Amended and Restated Aon Corporation Excess Benefit Plan, effective as set forth above.

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EX-10.3

Exhibit 10.3

Twelfth Amendment to Aon Pension Plan

As Amended and Restated Effective January 1, 2002

WHEREAS, the Aon Pension Plan (the “Plan”) is currently set out in the 2002 Restatement of the Aon Pension Plan, which was generally effective as of January 1, 2002 (the “Restatement”).

WHEREAS, the Board of Directors of Aon Corporation desires to amend the Plan pursuant to the authority to do so under Section 9.01 of the Plan to cease future benefit accruals after April 1, 2009.

NOW, THEREFORE, the Plan, as set out in the Restatement and as amended from time to time, is further amended as follows:

1.Section 1.02.  By adding the following provision at the end of Section 1.02, “Purpose”:

“Notwithstanding the foregoing, the future accrual of benefits under this Plan will cease effective April 1, 2009 in accordance with Section 4.04.”

2.Section 2.01.  By adding the following provision at the end of the definition of “Accrued Retirement Income”:

“Notwithstanding the foregoing, the future accrual of benefits under this Plan will cease effective April 1, 2009 in accordance with Section 4.04.”

3.Section 4.01.  By adding the following provision at the end of the first paragraph:

“Notwithstanding anything to the contrary herein, the future accrual of benefits under this Plan will cease effective April 1, 2009 in accordance with Section 4.04.”

4.Section 4.04.  By adding a new section, Section 4.04, to the Plan document as follows:

“4.04Future Benefit Accruals cease effective April 1, 2009. Notwithstanding anything to the contrary herein, the Company has amended the Plan to cease the future accrual of benefits after April 1, 2009.   The accrued benefits under the Plan will be determined as of April 1, 2009, and become frozen as of such date in accordance with the Plan.”

IN WITNESS WHEREOF, Aon Corporation has adopted this Twelfth Amendment to the 2002 Restatement of the Aon Pension Plan, effective as set forth above.