0001104659-12-023089.txt : 20120402 0001104659-12-023089.hdr.sgml : 20120402 20120402091654 ACCESSION NUMBER: 0001104659-12-023089 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 EFFECTIVENESS DATE: 20120402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AON CORP CENTRAL INDEX KEY: 0000315293 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 363051915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-55773 FILM NUMBER: 12731370 BUSINESS ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123811000 MAIL ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: COMBINED INTERNATIONAL CORP DATE OF NAME CHANGE: 19870504 S-8 POS 1 a12-8468_6s8pos.htm S-8 POS

As filed with the Securities and Exchange Commission on April 2, 2012

Registration No. 333-55773

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT

NO. 333-55773

UNDER

THE SECURITIES ACT OF 1933

Aon plc

(Exact name of registrant as specified in its charter)

England and Wales		98-1030901
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

8 Devonshire Square, London, England		EC2M 4PL
(Address of Principal Executive Offices)		(Zip Code)

Aon Stock Award Plan

Aon Stock Option Plan

Aon 1998 Employee Stock Purchase Plan

Rath & Strong, Inc. Employees’ Stock Bonus Plan

(Full title of the plan)

Peter Lieb

Executive Vice President and General Counsel

8 Devonshire Square

London EC2M 4PL

England

(Name and address of agent for service)

+44 20 7623 5500

(Telephone number, including
area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x			Accelerated filer o

Non-accelerated filer o			Smaller reporting company o
(Do not check if a smaller reporting company)

EXPLANATORY NOTE; DEREGISTRATION

This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-55773) (as amended, this “Registration Statement”) is being filed pursuant to Rule 414 of the Securities Act of 1933, as amended (the “Securities Act”), by Aon plc, a public limited company formed under English law (“Aon UK”), as the successor issuer to Aon Corporation, a Delaware corporation (“Aon Delaware”), following a merger transaction pursuant to an agreement and plan of merger and reorganization (the “Merger Agreement”) whereby Aon UK became Aon Delaware’s ultimate parent company and our place of incorporation was changed from Delaware to the United Kingdom. Pursuant to the Merger Agreement, each issued and outstanding share of the common stock of Aon Delaware, par value $1.00 per share (the “Common Stock”), was converted into the right to receive one Class A Ordinary Share of Aon UK, nominal value $0.01 per share (the “Class A Ordinary Shares”). The Class A Ordinary Shares were registered under the Securities Act pursuant to a registration statement on Form S-4 (File No. 333-178991), as amended, filed by Aon Global Limited, which was declared effective by the Securities and Exchange Commission (the “Commission”) on February 6, 2012. On March 30, 2012, Aon Global Limited re-registered as Aon UK, a public limited company under English law.

As successor to Aon Delaware, Aon UK expressly adopts this Registration Statement relating to the Aon Stock Award Plan and the Aon Stock Option Plan as its own registration statement for all purposes under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The securities registered under the Registration Statement may include newly issued securities.

All shares of Common Stock that were granted under the Aon 1998 Employee Stock Purchase Plan and Rath & Strong Employees’ Stock Bonus Plan (collectively, the “Terminated Plans”) have expired or been exercised, and no more shares of Common Stock will be granted. Pursuant to the undertaking made by Aon UK and required by Item 512(a)(3) of Regulation S-K, Aon UK files this Post-Effective Amendment No. 1 to the Registration Statement for the purpose of removing from registration those shares of Common Stock that were not issued pursuant to the Terminated Plans.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Aon Delaware, or by Aon UK as successor issuer, with the Commission pursuant to the Exchange Act are hereby incorporated by reference in this Registration Statement:

· Aon Delaware’s annual report on Form 10-K for the year ended December 31, 2011, filed with the Commission on February 24, 2012;

· Current Reports on Form 8-K of Aon Delaware or Aon UK, as applicable, (other than for information furnished rather than filed) with the Commission on January 13, 2012, January 23, 2012, January 26, 2012, February 14, 2012, March 12, 2012, March 14, 2012, March 19, 2012, March 21, 2012, March 30, 2012, March 30, 2012 and April 2, 2012; and

· The description of the Common Stock contained in Item 12 of the Registration Statement on Form 10 filed by Aon Delaware with the SEC on February 19, 1980 (when Aon Delaware was known as Combined International Corporation), and any amendment or report which Aon Delaware or Aon UK has filed (or Aon UK will file after the date of this Registration Statement and prior to the termination of this offering) for the purpose of updating such description, including Aon UK’s Current Report on Form 8-K dated April 2, 2012.

Each document filed by Aon UK pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be

deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the date of filing of such document. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

Aon UK is currently a public limited company incorporated under the law of England and Wales. Chapter 7 of Part 10 of the U.K. Companies Act of 2006 (the “Companies Act”) contains provisions protecting directors from liability. All statutory references in this Item 6 are to the Companies Act.

Section 232(1) makes void any provision that purports to exempt a director of a company from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company.

Section 232(2) makes similar provisions in respect of indemnities provided for a director, subject to three permitted types of indemnity, each discussed more fully below:

(a) liability insurance within Section 233;

(b) qualifying third-party indemnity provisions falling within Section 234; and

Section 233 permits liability insurance, commonly known as directors’ and officers’ liability insurance, purchased and maintained by a company against liability for negligence, default, breach of duty or breach of trust in relation to the company.

Section 234 allows for Aon UK to provide an indemnity against liability incurred by a director to someone other than Aon UK or an associated company. Such an indemnity does not permit indemnification against liability to pay criminal fines or civil penalties to a regulatory authority or the costs of an unsuccessful defense of criminal proceedings or an unsuccessful defense of civil proceedings brought by the company or an associated company or in connection with an application for relief under Sections 661 (power of court to grant relief in case of acquisition of shares by innocent nominee) or 1157 (general power of court to grant relief in case of honest and reasonable conduct) of the Companies Act.

Section 235 allows Aon UK to provide an indemnity to a director if the company is a trustee of an occupational pension scheme, with such indemnity to protect against liability incurred in connection with the company’s activities as trustee of the scheme. In the circumstances, this is not relevant to the directors of Aon UK.

Any indemnity provided under Section 234 or Section 235 must be disclosed in the company’s annual report in accordance with Section 236 and copies of such indemnification provisions made available for inspection in accordance with Section 237 (and every member has a right to inspect and request such copies under Section 238).

Conduct of a director amounting to negligence, default, breach of duty or breach of trust in relation to the company can be ratified, in accordance with Section 239, by a resolution of the members of the company, disregarding the votes of the director (if a member) and any connected member.

To the extent permitted by the Companies Act (as amended from time to time) and without prejudice to any indemnity to which any person may otherwise be entitled, Aon UK’s articles of association (the “Articles”) provide for indemnification to the fullest extent permitted under law. Under the Articles, any expansion of the protection afforded to every director or other officer of Aon UK (other than any person (whether an officer or not) engaged by Aon UK as auditor) by the Companies Act will automatically extend to Aon UK’s directors or other officers of Aon UK (other than any person (whether an officer or not) engaged by Aon UK as auditor).

Where a person is indemnified against any liability in accordance with this Item 6, such indemnity shall extend, to the extent permitted by the Companies Act, to all costs, charges, losses, expenses and liabilities incurred by him in relation thereto.

In addition, to the fullest extent permitted by law and without prejudice to any other indemnity to which the director may otherwise be entitled, Aon UK has entered into and, in the future, will enter into deeds of indemnity with its directors and officers. Under the deeds of indemnity, Aon UK will indemnify its directors and officers to the fullest extent permitted or authorized by the Companies Act, as it may from time to time be amended, or by any other statutory provisions authorizing or permitting such indemnification.

The directors of Aon UK will also be entitled to cover pursuant to the Aon group’s directors’ and officers’ liability insurance.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number		Description

4.1		Articles of Association of Aon plc (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Aon plc on April 2, 2012)

4.2		Aon Stock Award Plan, as amended and restated effective through February, 2000 (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q filed by Aon Corporation for the quarter ended June 30, 2000).

4.3		First Amendment to the Aon Stock Award Plan (as amended and restated through 2000) (incorporated by reference to Exhibit 10(as) to the Annual Report on Form 10-Q filed by Aon Corporation for the year ended December 31, 2006).

4.4		Aon Stock Option Plan as amended and restated through 1997 (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q filed by Aon Corporation for the quarter ended March 31, 1997).

4.5		First Amendment to the Aon Stock Option Plan as amended and restated through 1997 (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q filed by Aon Corporation for the quarter ended March 31, 1999).

4.6		Second Amendment to the Aon Stock Option Plan as amended and restated through 1997 (incorporated by reference to Exhibit 99.D(3) to the Schedule TO (File Number 005-32053) filed by Aon Corporation on August 15, 2007).

4.7		Third Amendment to the Aon Stock Option Plan as amended and restated through 1997 (incorporated by reference to Exhibit 10(at) to the Annual Report on Form 10-K filed by Aon Corporation for the year ended December 31, 2006).

4.8		Master Amendment to Remaining Plans (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by Aon plc on April 2, 2012).

4.9		Deed of Assumption (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by Aon plc on April 2, 2012).

5.1		Opinion of Freshfields Bruckhaus Deringer LLP

23.1		Consent of Ernst & Young LLP

23.2		Consent of Freshfields Bruckhaus Deringer LLP (included in Exhibit 5.1)

24.1		Powers of Attorney.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i).		To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii).		To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii).		To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

1. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

2. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that is has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 2, 2012.

		Aon plc


	By:	/s/ Ram Padmanabhan
		Ram Padmanabhan
		Vice President, Chief Counsel — Corporate and Company Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

*	President, Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer)	April 2, 2012
Gregory C. Case		April 2, 2012


*	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 2, 2012
Christa Davies		April 2, 2012


*	Senior Vice President and Global Controller (Principal Accounting Officer)	April 2, 2012
Laurel Meissner		April 2, 2012


*	Director	April 2, 2012
Lester B. Knight	Director	April 2, 2012


*	Director	April 2, 2012
Edgar D. Jannotta	Director	April 2, 2012


*	Director	April 2, 2012
Jan Kalff	Director	April 2, 2012


*	Director	April 2, 2012
R. Eden Martin	Director	April 2, 2012

*		Director	April 2, 2012
J. Michael Losh


*		Director	April 2, 2012
Robert S. Morrison


*		Director	April 2, 2012
Richard C. Notebaert


*		Director	April 2, 2012
Richard B. Myers


*		Director	April 2, 2012
Gloria Santona


*		Director	April 2, 2012
John W. Rogers, Jr.


*		Director	April 2, 2012
Fulvio Conti


*		Director	April 2, 2012
Carolyn Y. Woo


*		Director	April 2, 2012
Cheryl A. Francis


*By:	/s/ Ram Padmanabhan
	Ram Padmanabhan
	Attorney-in-fact

EXHIBIT INDEX

Exhibit Number		Description

4.1		Articles of Association of Aon plc (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Aon plc on April 2, 2012)

4.2		Aon Stock Award Plan, as amended and restated effective through February, 2000 (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q filed by Aon Corporation for the quarter ended June 30, 2000).

4.3		First Amendment to the Aon Stock Award Plan (as amended and restated through 2000) (incorporated by reference to Exhibit 10(as) to the Annual Report on Form 10-Q filed by Aon Corporation for the year ended December 31, 2006).

4.4		Aon Stock Option Plan as amended and restated through 1997 (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q filed by Aon Corporation for the quarter ended March 31, 1997).

4.5		First Amendment to the Aon Stock Option Plan as amended and restated through 1997 (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q filed by Aon Corporation for the quarter ended March 31, 1999).

4.6		Second Amendment to the Aon Stock Option Plan as amended and restated through 1997 (incorporated by reference to Exhibit 99.D(3) to the Schedule TO (File Number 005-32053) filed by Aon Corporation on August 15, 2007).

4.7		Third Amendment to the Aon Stock Option Plan as amended and restated through 1997 (incorporated by reference to Exhibit 10(at) to the Annual Report on Form 10-K filed by Aon Corporation for the year ended December 31, 2006).

4.8		Master Amendment to Remaining Plans (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by Aon plc on April 2, 2012).

4.9		Deed of Assumption (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by Aon plc on April 2, 2012).

5.1		Opinion of Freshfields Bruckhaus Deringer LLP

23.1		Consent of Ernst & Young LLP

23.2		Consent of Freshfields Bruckhaus Deringer LLP (included in Exhibit 5.1)

24.1		Powers of Attorney.

EX-5.1 2 a12-8468_6ex5d1.htm EX-5.1

EXHIBIT 5.1

			LONDON
			65 Fleet Street London EC4Y 1HS
Aon plc	T	+	44 20 7936 4000
8 Devonshire Square	F	+	44 20 7832 7001
London	W		freshfields.com
EC2M 4PL
England

2 April 2012

Dear Sirs

Legal opinion regarding shares of Aon plc

Introduction

1. We are acting as advisers as to English law to Aon plc (formerly Aon Global Limited), a public limited company incorporated under the laws of England and Wales (the Company).

2. We understand that the Company intends to file, on the date hereof, certain post-effective amendments to the Company’s Registration Statements relating to: (i) the Aon Corporation 2011 Incentive Plan; (ii) the Aon Corporation 2011 Employee Stock Purchase Plan; (iii) the Amended and Restated Global Stock and Incentive Compensation Plan of Hewitt Associates, Inc.; (iv) the awards granted in connection with the employment of Gregory C. Case; (v) the Aon Stock Incentive Plan; (vi) the Aon Stock Award Plan; and (vii) the Aon Stock Option Plan (together, the Plans and each a Plan), on Forms S-8 (each a Registration Statement and together the Registration Statements) with the Securities Exchange Commission (the SEC) in connection with a merger transaction pursuant to an agreement and plan of merger and reorganisation, as more fully described in the Company’s proxy statement dated 6 February 2012, as amended (the Proxy Statement), whereby the Company would become the ultimate parent company of the Aon group (the Merger). We have been asked to provide an opinion on certain matters, as set out below, in connection with the filing of each of the Registration Statements.

Documents reviewed

3. We have examined the documents listed in Schedule 3 to this opinion. Terms defined in the Schedules have the same meaning where used in this opinion.

Nature of opinion and observations

4. This opinion is confined to matters of English law (including case law) as at the date of this opinion. We express no opinion with regard to any system of law other than the laws of England as currently applied by the English courts and, in particular, we express no opinion on European Community law as it affects any jurisdiction other than England and Wales. In particular:

(a) by giving this opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this opinion, or otherwise to update this opinion in any respect;

(b) to the extent that the laws of any other jurisdiction may be relevant, our opinion is subject to the effect of such laws. We express no views in this opinion on the validity of the matters set out in such opinion; and

(c) we should also like to make the observation that we have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in any documents referred to in this opinion or in any related documents are accurate, complete or reasonable.

Opinion

5. On the basis stated in paragraph 4, and subject to the assumptions in Schedule 1 and the qualifications in Schedule 2, we are of the opinion that:

(a) Corporate Existence: the Company has been duly incorporated in Great Britain and registered in England and Wales, and the Company Search and Winding up Enquiry revealed no application, petition, order or resolution for the administration or winding up of the Company and no notice of appointment of, or intention to appoint, a receiver or administrator in respect of the Company; and

(b) Class A Ordinary Shares:

(i) the issued Class A Ordinary Shares (the Shares) in the capital of the Company with a nominal value of US$0.01 each which are available for delivery pursuant to the Plans, will be validly issued, fully paid and non-assessable when issued under the terms of the relevant Plan; and

(ii) when new Shares are allotted, issued and delivered pursuant to the relevant Plan, in conformity with the articles of association of the Company then in force, and so as not to violate any applicable law and upon full payment therefor as contemplated by the relevant Registration Statement, such new Shares will be validly issued, fully paid and non-assessable.

Consent to filing

6. We hereby consent to the filing of this letter as an exhibit to each of the Registration Statements and to all references to our firm included in or made a part of the Registration Statements. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations promulgated thereunder.

Yours faithfully

/s/ Freshfields Bruckhaus Deringer LLP

Freshfields Bruckhaus Deringer LLP

SCHEDULE 1

ASSUMPTIONS

In considering the documents listed in Schedule 3 and in rendering this opinion, we have (with your consent and without any further enquiry) assumed:

(a) Authenticity: the genuineness of all signatures, stamps and seals on, and the authenticity, accuracy and completeness of, all documents submitted to us whether as originals or copies;

(b) Copies: the conformity to originals of all documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail versions;

(c) Secretary’s Certificate: that each of the statements contained in a certificate of the Secretary of the Company set out at the appendix hereto (the Certificate) is true and correct as at the date of this opinion;

(d) Company Search: that the information revealed by our search (carried out by us or by ICC Information Ltd. on our behalf on 29 March 2012) of the public documents of the Company kept at Companies House in Cardiff (the Company Search) (i) was accurate in all respects and has not since the time of such searches been altered, and (ii) was complete and included all relevant information which had been properly submitted to the Registrar of Companies;

(e) Winding-up Enquiry: that the information revealed by our oral enquiry on 29 March 2012 of the Central Registry of Winding-up Petitions (the Winding-up Enquiry) was accurate in all respects and has not since the time of such enquiry been altered;

(f) No Change in Law: There is no change in law or regulation from the date of this opinion to the date of issuance of the Shares that would have the effect of rendering any of our opinions invalid, void or otherwise incorrect;

(g) Further Issue of Shares: To the extent that further Class A Ordinary Shares are issued such future shares shall be issued on the same terms and on the same basis as the Class A Ordinary Shares in issue at the date of this opinion;

(h) Merger: the Merger shall have become effective in accordance with its terms;

(i) Allotment of Shares: that:

(i) valid entries in the books and registers of the Company have been made to effect any allotment and issue of Shares; and

(ii) the consideration for the allotment and issue of Shares is not and will not be less than the nominal value of the Shares.

(j) Equity Incentive Plan: that:

(i) the relevant Plan has been validly adopted and is in force pursuant to the terms of the relevant Plan;

(ii) the relevant Plan has been and will be operated in accordance with its rules and the articles of association of the Company; and

(iii) insofar as any obligation under the relevant Plan is performed in, or is otherwise subject to, any jurisdiction other than England & Wales, its performance is not and will not be illegal or ineffective by virtue of the law of that jurisdiction.

SCHEDULE 2

QUALIFICATIONS

Our opinion is subject to the following qualifications:

(a) Company Search: the Company Search is not capable of revealing conclusively whether or not:

(i) a winding-up order has been made or a resolution passed for the winding up of a company; or

(ii) an administration order has been made; or

(iii) a receiver, administrative receiver, administrator or liquidator has been appointed; or

(iv) a court order has been made under the Cross Border Insolvency Regulations 2006,

since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the public microfiche of the relevant company immediately.

In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court; and

(b) Winding-up Enquiry: the Winding-up Enquiry relates only to the presentation of: (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court, (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order, and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted, because:

(i) details of a winding-up petition or application for an administration order may not have been entered on the records of the Central Registry of Winding-up Petitions immediately;

(ii) in the case of an application for the making of an administration order and such order and the presentation of a notice of intention to appoint or notice of appointment, if such application is made to, order made by or notice filed with, a Court other than the High Court of Justice in London, no record of such application, order or notice will be kept by the Central Registry of Winding-up Petitions;

(iii) a winding-up order or administration order may be made before the relevant petition or application has been entered on the records of the Central Registry

of Winding-up Petitions, and the making of such order may not have been entered on the records immediately;

(iv) details of a notice of intention to appoint an administrator or a notice of appointment of an administrator under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act 1986 may not be entered on the records immediately (or, in the case of a notice of intention to appoint, at all); and

(v) with regard to winding-up petitions, the Central Registry of Winding-up Petitions may not have records of winding-up petitions issued prior to 1994.

SCHEDULE 3

(a) copies of the draft Registration Statements;

(b) a certificate from the Secretary of the Company; and

EX-23.1 3 a12-8468_6ex23d1.htm EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in post-effective amendments to the following Registration Statements being filed by Aon plc, successor to Aon Corporation:

· Form S-8 (File No. 333-55773), pertaining to the Aon Stock Award Plan and Aon Stock Option Plan, Aon 1998 Employee Stock Purchase Plan and the Rath & Strong, Inc. Employees’ Stock Bonus Plan;

· Form S-8 (File No. 333-103344), pertaining to the Aon Stock Incentive Program;

· Form S-8 (File No. 333-106584), pertaining to the Aon Deferred Compensation Plan;

· Form S-8 (File No. 333-145928), pertaining to the Aon Stock Incentive Program;

· Form S-8 (File No. 333-145930), pertaining to the Employment Agreement between Aon Corporation and Gregory C. Case;

· Post Effective Amendment No. 1 on Form S-8 to Form S-4 (File No. 333-168320), pertaining to the Amended and Restated Global Stock and Incentive Compensation Plan of Hewitt Associates, Inc.;

· Form S-8 (File No. 333-174788), pertaining to the Aon Corporation 2011 Stock Incentive Plan and Aon Corporation 2011 Employee Stock Purchase Plan; and

· Form S-8 (File No. 333-178906), pertaining to the Aon Savings Plan

of our reports dated February 24, 2012, with respect to the consolidated financial statements of Aon Corporation and the effectiveness of internal control over financial reporting of Aon Corporation, included in Aon Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

We also consent to the reference to our firm under the caption “Experts” in the post-effective amendment to the Registration Statement on Form S-8 (File No. 333-145930) pertaining to the Employment Agreement between Aon Corporation and Gregory C. Case.

We also consent to the incorporation by reference in a post-effective amendment to the Registration Statement on Form S-8 (File No. 333-178906) pertaining to the Aon Savings Plan of our report dated June 29, 2011, with respect to the financial statements and supplemental schedule of the Aon Savings Plan included in the Aon Savings Plan’s Annual Report (Form 11-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois
March 30, 2012

EX-24.1 4 a12-8468_6ex24d1.htm EX-24.1

EXHIBIT 24.1

Aon plc

DIRECTOR AND OFFICER’S POWER OF ATTORNEY
(Registration Statements on Form S-8)

The undersigned director and officer of Aon plc (the “Company”) hereby severally constitutes and appoints Peter Lieb and Ram Padmanabhan, and each of them acting alone, as his or her true and lawful attorneys-in-fact and agents, with the power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Company’s Registration Statements on Form S-8, Registration Nos. 2-79114, 2-82791, 2-86380, 2-91340, 2-91341, 33-27984, 33-42575, 33-59037, 333-55773, 333-103344, 333-106584, 333-145928, 333-145930, 333-168320, 333-174788 and 333-178906 (collectively, the “Registration Statements”), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.