10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-7933

Aon plc

(Exact Name of Registrant as Specified in Its Charter)

ENGLAND AND WALES	98-1030901
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

8 DEVONSHIRE SQUARE, LONDON, ENGLAND	EC2M 4PL
(Address of Principal Executive Offices)	(Zip Code)

+44 20 7623 5500

(Registrant’s Telephone Number,
Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x  NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x  NO o

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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o  NO x

Number of Class A Ordinary Shares of Aon plc, $0.01 nominal value, outstanding as of April 2, 2012:  326,415,020

Part I Financial Information

ITEM 1. FINANCIAL STATEMENTS

Aon plc

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended
(millions, except per share data)	Mar. 31, 2012			Mar. 31, 2011
Revenue
Commissions, fees and other	$	2,829		$	2,748
Fiduciary investment income	12			11
Total revenue	2,841			2,759
Expenses
Compensation and benefits	1,661			1,597
Other general expenses	778			764
Total operating expenses	2,439			2,361
Operating income	402			398
Interest income	3			6
Interest expense	(59		)	(63		)
Other income	—			15
Income from continuing operations before income taxes	346			356
Income taxes	97			103
Income from continuing operations	249			253
Income from discontinued operations before income taxes	—			4
Income taxes	—			2
Income from discontinued operations	—			2
Net income	249			255
Less: Net income attributable to noncontrolling interests	11			9
Net income attributable to Aon stockholders	$	238		$	246
Net income attributable to Aon stockholders
Income from continuing operations	$	238		$	244
Income from discontinued operations	—			2
Net income	$	238		$	246
Basic net income per share attributable to Aon stockholders
Continuing operations	$	0.72		$	0.72
Discontinued operations	$	—		$	—
Net income	$	0.72		$	0.72
Diluted net income per share attributable to Aon stockholders
Continuing operations	$	0.71		$	0.71
Discontinued operations	$	—		$	—
Net income	$	0.71		$	0.71
Cash dividends per share paid on common stock	$	0.15		$	0.15
Weighted average common shares outstanding - basic	332.4			339.4
Weighted average common shares outstanding - diluted	336.6			345.4

See accompanying notes to the Condensed Consolidated Financial Statements (unaudited).

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Aon plc

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended
(millions)	Mar. 31, 2012		Mar. 31, 2011
Net income	$	249	$	255
Less: Net income attributable to noncontrolling interests	11		9
Net income attributable to Aon stockholders	238		246
Other comprehensive income, net of tax:
Change in derivative gains/losses	7		(4		)
Foreign currency translation adjustments	104		195
Post-retirement benefit obligation	21		12
Total other comprehensive income, net of tax	132		203
Less: Other comprehensive income attributable to noncontrolling interests	1		—
Total other comprehensive income attributable to Aon stockholders	131		203
Comprehensive income attributable to Aon stockholders	$	369	$	449

See accompanying notes to the Condensed Consolidated Financial Statements (unaudited).

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Aon plc

Condensed Consolidated Statements of Financial Position

(millions, except par value)	Mar. 31, 2012			Dec. 31, 2011
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	323		$	272
Short-term investments	510			785
Receivables, net	3,164			3,183
Fiduciary assets	11,795			10,838
Other current assets	415			427
Total Current Assets	16,207			15,505
Goodwill	8,896			8,770
Intangible assets, net	3,203			3,276
Fixed assets, net	808			783
Investments	211			239
Other non-current assets	946			979
TOTAL ASSETS	$	30,271		$	29,552
LIABILITIES AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Fiduciary liabilities	$	11,795		$	10,838
Short-term debt and current portion of long-term debt	286			337
Accounts payable and accrued liabilities	1,432			1,832
Other current liabilities	739			753
Total Current Liabilities	14,252			13,760
Long-term debt	4,168			4,155
Pension, other post retirement, and post employment liabilities	2,072			2,192
Other non-current liabilities	1,363			1,325
TOTAL LIABILITIES	21,855			21,432
EQUITY
Common stock-$1 par value	386			386
Authorized: 750 shares (issued: 2012 - 386.4; 2011 - 386.4)
Additional paid-in capital	3,913			4,021
Retained earnings	8,770			8,594
Treasury stock at cost (shares: 2012 - 60.0; 2011 - 61.6)	(2,472		)	(2,553		)
Accumulated other comprehensive loss	(2,239		)	(2,370		)
TOTAL AON STOCKHOLDERS’ EQUITY	8,358			8,078
Noncontrolling interests	58			42
TOTAL EQUITY	8,416			8,120
TOTAL LIABILITIES AND EQUITY	$	30,271		$	29,552

See accompanying notes to the Condensed Consolidated Financial Statements (unaudited).

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Aon plc

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(millions)	Shares	Common Stock and Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss, Net of Tax			Non-controlling Interests			Total
Balance at December 31, 2011	386.4	$	4,407		$	8,594		$	(2,553	)	$	(2,370	)	$	42		$	8,120
Net income	—	—			238			—			—			11			249
Shares issued - employee benefit plans	—	2			—			—			—			—			2
Shares purchased	—	—			—			(100		)	—			—			(100		)
Shares reissued - employee benefit plans	—	(181		)	(13		)	181			—			—			(13		)
Tax benefit - employee benefit plans	—	16			—			—			—			—			16
Stock compensation expense	—	55			—			—			—			—			55
Dividends to stockholders	—	—			(49		)	—			—			—			(49		)
Change in derivative gains/losses	—	—			—			—			7			—			7
Foreign currency translation adjustments	—	—			—			—			103			1			104
Post-retirement benefit obligation	—	—			—			—			21			—			21
Purchase of subsidiary shares from and sales to non-controlling interest	—	—			—			—			—			5			5
Dividends paid to non-controlling interests on subsidiary common stock	—	—			—			—			—			(1		)	(1		)
Balance at March 31, 2012	386.4	$	4,299		$	8,770		$	(2,472	)	$	(2,239	)	$	58		$	8,416

See accompanying notes to the Condensed Consolidated Financial Statements (unaudited).

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Aon plc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
(millions)	March 31, 2012		March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	249		255
Adjustments to reconcile net income to cash (used for) provided by operating activities:
Depreciation of fixed assets	55		53
Amortization of intangible assets	104		91
Stock compensation expense	55		74
Deferred income taxes	16		11
Change in assets and liabilities:
Fiduciary receivables	(644	)	181
Short-term investments - funds held on behalf of clients	(62	)	(427	)
Fiduciary liabilities	706		246
Receivables, net	61		108
Accounts payable and accrued liabilities	(451	)	(327	)
Restructuring reserves	(16	)	(28	)
Current income taxes	41		58
Pension and other post employment liabilities	(110	)	(81	)
Other assets and liabilities	(19	)	(59	)
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES	(15	)	155
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	36		17
Purchase of long-term investments	(3	)	(6	)
Net sales of short-term investments - non-fiduciary	283		218
Acquisition of businesses, net of cash acquired	(23	)	(3	)
Capital expenditures	(71	)	(56	)
CASH PROVIDED BY INVESTING ACTIVITIES	222		170
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock	(100	)	(350	)
Issuance of stock for employee benefit plans	49		85
Issuance of debt	75		429
Repayment of debt	(140	)	(79	)
Cash dividends to stockholders	(49	)	(51	)
Dividends paid to noncontrolling interests	(1	)	—
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(166	)	34
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	10		(23	)
NET INCREASE IN CASH AND CASH EQUIVALENTS	51		336
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	272		346
CASH AND CASH EQUIVALENTS AT END OF PERIOD	323		682
Supplemental disclosures:
Interest paid	75		76
Income taxes paid, net of refunds	40		36

See accompanying notes to the Condensed Consolidated Financial Statements (unaudited).

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

1.  Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Condensed Consolidated Financial Statements include the accounts of Aon plc and all controlled subsidiaries (“Aon” or the “Company”). All material intercompany accounts and transactions have been eliminated. The Condensed Consolidated Financial Statements include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows for all periods presented.

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The results for the three months ended March 31, 2012 are not necessarily indicative of operating results that may be expected for the full year ending December 31, 2012.

Company Redomestication

On April 2, 2012, the Company completed the reorganization of the corporate structure of the group of companies controlled by its predecessor, Aon Corporation, as holding company of the Aon group, pursuant to which Aon Corporation merged with one of its indirect, wholly-owned subsidiaries and Aon plc became the publicly-held parent company of the Aon group. This transaction is referred to as the Redomestication. In the Redomestication, each issued and outstanding share of Aon Corporation common stock held by stockholders of Aon Corporation was converted into the right to receive one Class A Ordinary Share, nominal value $0.01 per share, of Aon plc. Likewise, equity incentive and compensation plans were assumed by Aon plc and amended to provide that those plans will now provide for the award and issuance of Aon plc Class A Ordinary Shares on a one-for-one basis. Shares of treasury stock of Aon Corporation were cancelled in the Redomestication. Any references to “Aon”, “the Company”, “us”, or “we,” or any similar references relating to periods before the Redomestication shall be construed as references to Aon Corporation, being the previous parent company of the Aon group.

Reclassification

Certain amounts in prior year’s Condensed Consolidated Financial Statements and related notes have been reclassified to conform to the 2012 presentation. In prior periods, remeasurement gains and losses from foreign currency transactions and related derivative instruments were recognized in Other general expenses in the Condensed Consolidated Statements of Income. These gains and losses are now included in Other income in the Condensed Consolidated Statements of Income and are disclosed in Note 4 to these Condensed Consolidated Financial Statements. The Company believes this provides greater clarity into the income generated from operations.

Use of Estimates

The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on management’s best estimates and judgments, which management believes to be reasonable based on facts and circumstances. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Aon adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency movements have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with definitive precision, actual results could differ significantly from these estimates. Future changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

2.  Accounting Principles and Practices

Changes in Accounting Principles

Goodwill Impairment

In September 2011, the Financial Accounting Standards Board (“FASB”) issued final guidance on goodwill impairment that gives an entity the option to perform a qualitative assessment that may eliminate the requirement to perform the annual two-step test. The current two-step test requires an entity to assess goodwill for impairment by quantitatively comparing the fair value of a reporting unit

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with its carrying amount, including goodwill (Step 1). If the reporting unit’s fair value is less than its carrying amount, Step 2 of the test must be performed to measure the amount of goodwill impairment, if any. The recently issued guidance gives an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity concludes that this is the case, it must perform the two-step test. Otherwise, the two-step test is not required. The Company early adopted this guidance in the fourth quarter 2011. The adoption of this guidance did not have a material impact on the Company’s financial statements.

Comprehensive Income

In June 2011, the FASB issued guidance that updates principles related to the presentation of comprehensive income. The revised guidance requires companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements and eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The guidance, which must be applied retroactively, is effective for Aon beginning in the first quarter of 2012. The adoption of this guidance affects only the presentation of these Condensed Consolidated Financial Statements, and has no effect on the financial condition, results of operations or cash flows of the Company.

Fair Value Measurement

In May 2011, the FASB issued guidance that clarifies the application of existing fair value measurements and disclosures, and changes certain principles or requirements for fair value measurements and disclosures. The additional required disclosures include quantitative information, sensitivity discussion, and description of the valuation process, as well as increased disclosure of unobservable inputs that are significant to the fair value measurement and transfers between Level 1 and Level 2. The guidance is effective for Aon beginning in the first quarter 2012. The adoption of this guidance did not have a material impact on the Company’s financial statements.

3.  Cash and Cash Equivalents and Short-Term Investments

Cash and cash equivalents include cash balances and all highly liquid investments with initial maturities of three months or less. Short-term investments include certificates of deposit, money market funds and highly liquid debt instruments purchased with initial maturities in excess of three months but less than one year and are carried at amortized cost, which approximates fair value.

The Company was required to hold £77 million of operating funds in the U.K., which were included in Short-term investments. These operating funds, when translated to U.S, dollars, were $123 million and $120 million at March 31, 2012 and December 31, 2011, respectively. Cash and cash equivalents included restricted balances of $90 million and $71 million at March 31, 2012 and December 31, 2011, respectively. The increase in restricted cash balances from December 31, 2011 is primarily due to increased requirements to hold cash and cash equivalents as collateral in Europe.

4.  Other Income

Other income consists of the following (in millions):

	Three months ended March 31,
	2012			2011
Equity earnings	$	5		$	6
Realized gain on sale of investments	10			10
Foreign currency remeasurement losses	(18		)	(2		)
Hedging gain	2			—
Other	1			1
	$	—		$	15

5.  Acquisitions and Dispositions

Acquisitions

During the three months ended March 31, 2012, the Company completed the acquisition of two businesses in the Risk Solutions segment. During the three months ended March 31, 2011, the Company completed the acquisition of one business in the Risk Solutions segment.

The following table includes the aggregate consideration transferred and the preliminary value of intangible assets recorded as a result of the Company’s acquisitions.

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	Three months ended March 31,
(millions)	2012		2011
Consideration transferred:	$	21	$	3
Intangible assets:
Goodwill	$	19	$	1
Other intangible assets:	8		3
Total	$	27	$	4

The results of operations of these acquisitions are included in the Condensed Consolidated Financial Statements as of the acquisition date. The results of operations of the Company would not have been materially different if these acquisitions had been reported from the beginning of the period.

Dispositions

During the three months ended March 31, 2012, the Company completed the sale of one business in the HR Solutions segment. No gain or loss was recognized on this sale. During the three months ended March 31, 2011, the Company did not complete any dispositions.

6.  Goodwill and Other Intangible Assets

The change in the carrying amount of goodwill by operating segment for the three months ended March 31, 2012 is as follows (in millions):

	Risk Solutions			HR Solutions			Total
Balance as of December 31, 2011	$	5,557		$	3,213		$	8,770
Goodwill related to current year acquisitions	19			—			19
Goodwill related to prior year acquisitions	(4		)	—			(4		)
Transfer related to Health and Benefits Consulting (1)	321			(321		)	—
Foreign currency translation	88			23			111
Balance as of March 31, 2012	$	5,981		$	2,915		$	8,896

(1)   Effective January 1, 2012, the Health and Benefits Consulting business was transferred from the HR Solutions segment to the Risk Solutions segment.

Other intangible assets by asset class are as follows (in millions):

	March 31, 2012						December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets with indefinite lives:
Trademarks	$	1,024	$	—	$	1,024	$	1,024	$	—	$	1,024
Intangible assets with finite lives:
Trademarks	4		1		3		4		1		3
Customer Related and Contract Based	2,642		711		1,931		2,608		615		1,993
Marketing, Technology and Other	614		369		245		606		350		256
	$	4,284	$	1,081	$	3,203	$	4,242	$	966	$	3,276

Amortization expense from intangible assets with finite lives was $104 million and $91 million for the three months ended March 31, 2012 and 2011, respectively.

The estimated future amortization for intangible assets as of March 31, 2012 is as follows (in millions):

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	HR Solutions		Risk Solutions		Total
Remainder of 2012	$	223	$	90	$	313
2013	276		101		377
2014	239		91		330
2015	209		76		285
2016	175		66		241
Thereafter	478		155		633
	$	1,600	$	579	$	2,179

7.  Restructuring

Aon Hewitt Restructuring Plan

On October 14, 2010, Aon announced a global restructuring plan (“Aon Hewitt Plan”) in connection with the acquisition of Hewitt Associates, Inc.  The Aon Hewitt Plan is intended to streamline operations across the combined Aon Hewitt organization and includes an estimated 1,500 to 1,800 job eliminations. The Company expects these restructuring activities and related expenses to impact continuing operations into 2013. The Aon Hewitt Plan is expected to result in cumulative costs of approximately $325 million through the end of the plan, consisting of approximately $180 million in employee termination costs and approximately $145 million in real estate realization costs.

From the inception of the Aon Hewitt Plan through March 31, 2012, approximately 1,186 jobs have been eliminated and total expenses of $169 million have been incurred. The Company recorded $12 million and $23 million of restructuring and related charges in the three months ended March 31, 2012 and 2011, respectively. Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the accompanying Condensed Consolidated Statements of Income.

The following summarizes restructuring and related costs by type that have been incurred and are estimated to be incurred through the end of the restructuring initiative related to the Aon Hewitt Plan (in millions):

	2010		2011		First Quarter 2012		Total Inception to Date		Estimated Total Cost for Restructuring Plan (1)
Workforce reduction	$	49	$	64	$	7	$	120	$	180
Lease consolidation	3		32		4		39		95
Asset impairments	—		7		1		8		47
Other costs associated with restructuring (2)	—		2		—		2		3
Total restructuring and related expenses	$	52	$	105	$	12	$	169	$	325

(1)   Actual costs, when incurred, may vary due to changes in the assumptions built into this plan.  Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.

(2)Other costs associated with restructuring initiatives, including moving costs and consulting and legal fees, are recognized when incurred.

Effective January 1, 2012, the Health and Benefits Consulting business was transferred from the HR Solutions segment to the Risk Solutions segment. Restructuring costs associated with the Health and Benefits Consulting business are reflected in the Risk Solutions segment, including $41 million that was reclassified from the HR Solutions segment to the Risk Solutions segment for 2011. During the first quarter 2011, $23 million in restructuring expenses were recorded, $14 million of which related to the Health and Benefits Consulting business. The following summarizes the restructuring and related expenses, by segment, that have been incurred and are estimated to be incurred through the end of the restructuring initiative related to the Aon Hewitt Plan (in millions):

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	2010		2011		First Quarter 2012		Total Inception to Date		Estimated Total Cost for Restructuring Plan
HR Solutions	$	52	$	49	$	9	$	110	$	257
Risk Solutions	—		56		3		59		68
Total restructuring and related expenses	$	52	$	105	$	12	$	169	$	325

Aon Benfield Restructuring Plan

The Company announced a global restructuring plan (“Aon Benfield Plan”) in conjunction with its acquisition of Benfield in 2008.  The Aon Benfield Plan was intended to integrate and streamline operations across the combined Aon Benfield organization.  The Aon Benfield Plan included 810 job eliminations. Additionally, duplicate space and assets was abandoned. The Company incurred all remaining costs for the Aon Benfield Plan in the first quarter 2012.

The Company recorded $8 million and $7 million of restructuring and related charges in the three months ended March 31, 2012 and 2011, respectively. All costs associated with the Aon Benfield Plan are included in the Risk Solutions segment. Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the accompanying Condensed Consolidated Statements of Income.

The following summarizes the restructuring and related costs by type that have been incurred through the end of the restructuring initiative related to the Aon Benfield Plan in the first quarter 2012 (in millions):

	Purchase Price Allocation		2009		2010		2011			First Quarter 2012		Total Cost for Restructuring Plan
Workforce reduction	$	32	$	38	$	15	$	33		$	8	$	126
Lease consolidation	20		14		7		(15		)	—		26
Asset impairments	—		2		2		—			—		4
Other costs associated with restructuring	1		1		2		1			—		5
Total restructuring and related expenses	$	53	$	55	$	26	$	19		$	8	$	161

As of March 31, 2012, the Company’s liabilities for its restructuring plans are as follows (in millions):

	Aon Hewitt Plan			Aon Benfield Plan			2007 Plan			Other			Total
Balance at January 1, 2011	88			26			113			10			237
Expensed	98			19			(12		)	—			105
Cash payments	(93		)	(24		)	(59		)	(2		)	(178		)
Foreign exchange translation and other	2			(1		)	8			—			9
Balance at December 31, 2011	$	95		$	20		$	50		$	8		$	173
Expensed	11			8			—			—			19
Cash payments	(19		)	(9		)	(6		)	(1		)	(35		)
Foreign exchange translation and other	1			2			(1		)	—			2
Balance at March 31, 2012	$	88		$	21		$	43		$	7		$	159

8.  Investments

The Company earns income on cash balances and investments, as well as on premium trust balances that Aon maintains for premiums collected from insureds but not yet remitted to insurance companies, and funds held under the terms of certain outsourcing agreements to pay certain obligations on behalf of clients.  Premium trust asset balances and a corresponding liability are included in Fiduciary assets and Fiduciary liabilities in the accompanying Condensed Consolidated Statements of Financial Position.

The Company’s interest-bearing assets and other investments are included in the following categories in the Condensed Consolidated Statements of Financial Position (in millions):

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	March 31,		December 31,
	2012		2011
Cash and cash equivalents	$	323	$	272
Short-term investments	510		785
Fiduciary assets (1)	4,354		4,190
Investments	211		239
	$	5,398	$	5,486

(1) Fiduciary assets includes funds held on behalf of clients but does not include fiduciary receivables.

The Company’s investments are as follows (in millions):

	March 31,		December 31,
	2012		2011
Equity method investments (2)	$	135	$	164
Other investments, at cost	61		60
Fixed-maturity securities	15		15
	$	211	$	239

(2) The reduction in equity method investments is primarily due to sales and redemptions.

9.  Debt

The Company uses the proceeds from the commercial paper market from time to time in order to meet short term working capital needs. At March 31, 2012, the Company had no commercial paper outstanding as compared to $50 million in commercial paper outstanding at December 31, 2011. The weighted average commercial paper outstanding for the three months ended March 31, 2012 was $20.9 million. The weighted average interest rate of the commercial paper for the same period was 0.47%.

On March 20, 2012, the Company entered into a $400 million five year credit agreement (“Revolving Credit Agreement”). Borrowings under the Revolving Credit Agreement will bear interest, at the Company’s option, at a rate equal to either (a) the rate for eurodollar deposits as reflected on the applicable Reuters LIBOR01 page for the interest period relevant to such borrowing (“Eurodollar Rate”), plus the applicable margin or (b) the highest of (i) the rate of interest publicly announced by Citibank as its prime rate, (ii) the federal funds effective rate from time to time plus 0.5% and (iii) the one month Eurodollar rate plus 1.0%, in each case plus the applicable margin. The applicable margin for borrowings under the Revolving Credit Agreement may change depending on achievement of certain public debt ratings. The Revolving Credit Agreement has a maturity date of March 20, 2017 and contains covenants with respect to the ratio of consolidated adjusted EBITDA to consolidated interest expense (which may not be less than 4.00 to 1.00) and the ratio of consolidated funded debt to consolidated adjusted EBITDA (which may not be more than the lower of (a) 3.25 to 1.00 or (b) the greater of (i) 3.00 to 1.00 or (ii) the lowest ratio of consolidated funded debt to consolidated adjusted EBITDA then set forth in certain of Aon’s other credit facilities), as well as other customary covenants, undertakings and events of default. In conjunction with the Company entering into the Revolving Credit Agreement, the prior revolving credit agreement dated December 4, 2009 was terminated. There were no borrowings on the Revolving Credit Agreement at March 31, 2012. On April 2, 2012, in connection with the Redomestication, Aon plc became party to the Revolving Credit Agreement and guaranteed the obligations of Aon Corporation thereunder. The Company was in compliance with all debt covenants at March 31, 2012.

10.  Stockholders’ Equity

Common Stock

In January 2010, the Company’s Board of Directors authorized a share repurchase program under which up to $2 billion of common stock may be repurchased (“2010 Share Repurchase Program”). Shares may be repurchased through the open market or in privately negotiated transactions, including structured repurchase programs, from time to time, based on prevailing market conditions, and will be funded from available capital.  Any repurchased shares will be available for employee stock plans and for other corporate purposes.

During the first quarter of 2012, the Company repurchased 2.1 million shares at an average price per share of $48.32 for a total cost of $100 million. During the first quarter 2011, the Company repurchased 6.8 million shares at an average price per share of $51.29 for a total cost of $350 million under the 2010 Share Repurchase Program as well as a previous program that was completed in the first quarter 2011. Since the inception of the 2010 Share Repurchase Program, the Company has repurchased a total of 18.2 million shares

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for an aggregate cost of $913 million. As of March 31, 2012, the Company was authorized to purchase up to $1.1 billion of additional shares under the 2010 Share Repurchase Program.

As a result of the Redomestication, the 2010 Share Repurchase Program, which related to common stock of Aon Corporation, was no longer of effect. In April 2012, the Company’s Board of Directors authorized a share repurchase program under which up to $5 billion of Class A ordinary shares may be repurchased (“2012 Share Repurchase Program”). Under this program, shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions, and will be funded from available capital.

During the three months ended March 31, 2012 the Company reissued 3.7 million shares of treasury stock for employee benefit programs, including 1.0 million shares related to stock option exercises, and 0.3 million shares in connection with employee stock purchase plans. In the three months ended March 31, 2011, Aon reissued 4.5 million shares of treasury stock for employee benefit programs, including 2.0 million shares related to stock option exercises and 0.1 million shares in connection with employee stock purchase plans. In addition, in the three months ended March 31, 2011, the Company issued 0.4 million shares of common stock in relation to the exercise of options issued to former holders of Hewitt options as part of the Hewitt acquisition.

Participating Securities

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and are included in computing basic and diluted earnings per share using the two class method. Certain of Aon’s restricted stock units allow the holder to receive a non-forfeitable dividend equivalent.

Income from continuing operations, income from discontinued operations and net income, attributable to participating securities, were as follows (in millions):

	Three months ended March 31,
	2012		2011
Income from continuing operations	$	3	$	4
Income from discontinued operations	—		—
Net income	$	3	$	4

Weighted average shares outstanding are as follows (in millions):

	Three months ended March 31,
	2012	2011
Shares for basic earnings per share (1)	332.4	339.4
Common stock equivalents	4.2	6.0
Shares for diluted earnings per share	336.6	345.4

(1)  Includes 4.9 million and 5.7 million of participating securities for the three months ended March 31, 2012 and 2011, respectively.

Certain common stock equivalents, primarily related to stock options, were not included in the computation of diluted net income per share because their inclusion would have been antidilutive. The number of shares excluded from the calculation was 1 million and 1 million for the three months ended March 31, 2012 and 2011, respectively.

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Accumulated Other Comprehensive Loss

The components of Accumulated other comprehensive loss, net of related tax, are as follows (in millions):

	March 31, 2012			December 31, 2011
Net derivative losses	$	(30	)	$	(37	)
Net foreign exchange translation adjustments	227			124
Net postretirement benefit obligations	(2,436		)	(2,457		)
Accumulated other comprehensive loss, net of tax	$	(2,239	)	$	(2,370	)

11.   Employee Benefits

The following table provides the components of the net periodic benefit cost for Aon’s U.S. pension plans, along with the most significant international defined benefit pension plans, which are located in the U.K., the Netherlands, and Canada (in millions):

	Three months ended March 31,
	U.S.						International
	2012			2011			2012			2011
Service cost	$	—		$	—		$	4		$	5
Interest cost	30			30			66			66
Expected return on plan assets	(32		)	(30		)	(80		)	(71		)
Amortization of net actuarial loss	11			8			14			13
Net periodic benefit cost	$	9		$	8		$	4		$	13

Based on current assumptions, during 2012, the Company plans to contribute $237 million and $304 million to its U.S. and most significant international defined benefit pension plans, respectively. During the first quarter 2012, contributions of $18 million have been made to the Company’s U.S. defined benefit pension plans and $105 million have been made to its most significant international defined benefit pension plans.

12.  Stock Compensation Plans

The following table summarizes share-based compensation expense recognized in the Condensed Consolidated Statements of Income in Compensation and benefits (in millions):

	Three months ended
	March 31,
	2012		2011
Restricted stock units (“RSUs”)	$	49	$	45
Performance Share Awards (“PSAs”)	2		25
Stock options	2		3
Employee stock purchase plans	2		1
Total share-based compensation expense	$	55	$	74

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Stock Awards

A summary of the status of the Company’s RSUs is as follows (shares in thousands):

	Three months ended March 31,
	2012				2011
	Shares		Fair Value (1)		Shares		Fair Value (1)
Non-vested at beginning of period	9,916		$	42	10,674		$	38
Granted	2,278		47		2,384		52
Vested	(2,022	)	43		(2,071	)	39
Forfeited	(179	)	44		(94	)	39
Non-vested at end of period	9,993		43		10,893		41

(1) Represents per share weighted average fair value of award at date of grant

Information as of March 31, 2012 regarding the Company’s PSAs granted during the three months ended March 31, 2012 and the years ended December 31, 2011 and 2010, respectively (shares in thousands, dollars in millions):

	2012			2011			2010
Target PSAs granted	1,353			1,715			1,390
Fair value (1)	$		47	$		50	$		39
Number of shares that would be issued based on current performance levels	1,353			1,158			1,299
Unamortized expense, based on current performance levels	$	63		$	36		$	12

(1) Represents per share weighted average fair value of award at date of grant.

Stock Options

In connection with its incentive compensation plans, the Company did not grant any options in the first quarter of 2012. During the first quarter of 2011, the Company granted 80,000 stock options at a weighted average exercise price $53 per share.

The weighted average assumptions, the weighted average expected life and estimated fair value of employee stock options are summarized as follows:

	Three months ended March 31,
	2012	2011
Weighted average volatility	N/A	26.1		%
Expected dividend yield	N/A	1.3		%
Risk-free rate	N/A	2.2		%
Weighted average expected life, in years	N/A	5.5
Weighted average estimated fair value per share	N/A	$	10.92

A summary of the status of Aon’s stock options and related information is as follows (shares in thousands):

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	Three months ended March 31,
	2012				2011
	Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
Beginning outstanding	9,116		$	32	13,919		$	32
Granted	—		—		80		53
Exercised	(1,032	)	35		(2,344	)	33
Forfeited and expired	(12	)	40		(127	)	37
Outstanding at end of period	8,072		31		11,528		32
Exercisable at end of period	7,173		30		9,461		30

The weighted average remaining contractual life of outstanding options was 3.1 years and 3.8 years at March 31, 2012 and 2011, respectively.

The aggregate intrinsic value represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s closing stock price of $49.06 as of March 31, 2012, which would have been received by the option holders had those option holders exercised their options as of that date.  At March 31, 2012, the aggregate intrinsic value of options outstanding was $144 million, of which $137 million was exercisable.

Other information related to the Company’s stock options is as follows (in millions):

	Three months ended
	March 31,
	2012		2011
Aggregate intrinsic value of stock options exercised	$	13	$	41
Cash received from the exercise of stock options	37		82
Tax benefit realized from the exercise of stock options	1		7

Unamortized deferred compensation expense, which includes both options and awards, amounted to $297 million as of March 31, 2012, with a remaining weighted-average amortization period of approximately 1.9 years.

13.  Derivatives and Hedging

The Company is exposed to certain market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk related to these exposures, the Company enters into various derivative instruments that reduce these market risks by creating offsetting exposures. The Company does not enter into derivative instruments for trading or speculative purposes.

Foreign Exchange Risk Management

The Company and its subsidiaries are exposed to foreign exchange risk when they receive revenues, pay expenses, or enter into intercompany loans denominated in a currency that differs from their functional currency. The Company uses foreign exchange derivatives, typically forward contracts, options and cross currency swaps, to reduce its overall exposure to the effects of currency fluctuations on cash flows. These exposures are hedged, on average, for less than two years; however, in limited instances, the Company has hedged certain exposures up to five years in the future.

The Company also uses foreign exchange derivatives, typically forward contracts and options, to hedge its net investments in foreign operations for up to two years in the future.

The Company also uses foreign exchange derivatives, typically forward contracts and options, to manage the currency exposure of the Company’s global liquidity profile for one year in the future. These derivatives are not accounted for as hedges, and changes in fair value are recorded each period in Other general expenses in the Condensed Consolidated Statements of Income.

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Interest Rate Risk Management

The Company holds variable-rate short-term brokerage and other operating deposits. The Company uses interest rate derivatives, typically swaps, to reduce its exposure to the effects of interest rate fluctuations on the forecasted interest receipts from these deposits for up to two years in the future.

Certain derivatives also give rise to credit risks from the possible non-performance by counterparties.  The credit risk is generally limited to the fair value of those contracts that are favorable to the Company. The Company has limited its credit risk by using International Swaps and Derivatives Association (“ISDA”) master agreements, collateral and credit support arrangements, entering into non-exchange-traded derivatives with highly-rated major financial institutions and by using exchange-traded instruments. The Company monitors the credit-worthiness of, and exposure to, its counterparties. As of March 31, 2012, all net derivative positions were free of credit risk contingent features. In addition, the Company did not receive or pledge collateral for any derivatives as of March 31, 2012.

The notional and fair values of derivative instruments are as follows (in millions):

	Notional Amount				Derivative Assets (1)				Derivative Liabilities (2)
	March 31, 2012		December 31, 2011		March 31, 2012		December 31, 2011		March 31, 2012		December 31, 2011
Derivatives accounted for as hedges:
Interest rate contracts	$	552	$	702	$	18	$	16	$	—	$	—
Foreign exchange contracts	1,377		1,297		169		140		205		188
Total	1,929		1,999		187		156		205		188
Derivatives not accounted for as hedges:
Foreign exchange contracts	228		246		1		1		1		1
Total	$	2,157	$	2,245	$	188	$	157	$	206	$	189

(1) Included within Other assets

(2) Included within Other liabilities

The amounts of derivative gains (losses) recognized in the Condensed Consolidated Financial Statements for the three months ended March 31, 2012 and 2011 are as follows (in millions):

	Three months ended
	March 31,
	2012			2011
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
Cash flow hedges:
Interest rate contracts	$	—		$	(2	)
Foreign exchange contracts	2			—
Total	$	2		$	(2	)
Foreign net investment hedges:
Foreign exchange contracts	$	(10	)	$	(13	)
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into income (effective portion):
Cash flow hedges:
Interest rate contracts (1)	$	—		$	—
Foreign exchange contracts (2)	(8		)	2
Total	$	(8	)	$	2
Foreign net investment hedges:
Foreign exchange contracts	$	—		$	—

(1) Included within Fiduciary investment income and Interest expense

(2) Included within Other general expenses and Interest expense

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	Three months ended March 31,
	Amount of Gain (Loss) Recognized in Income on Derviative (1)					Amount of Gain (Loss) Recognized in Income on Related Hedged Item (2)
	2012		2011			2012			2011
Fair value hedges:
Foreign exchange contracts	$	2	$	(7	)	$	(2	)	$	8

(1) Relates to fixed rate debt

(2) Included in Interest expense

It is estimated that approximately $20 million of pretax losses currently included within Accumulated other comprehensive loss will be reclassified into earnings in the next twelve months.

The amount of gain (loss) recognized in income on the ineffective portion of derivatives for the three months ended March 31, 2012 and 2011 was not material.

The Company recognized a gain of $5 million and a loss of  $1 million during the three months ended March 31, 2012 and 2011, respectively, related to foreign exchange derivatives not designated or qualifying as hedges. These amounts were recorded in Other general expenses in the Condensed Consolidated Statements of Income.

14.  Fair Value and Financial Instruments

Accounting standards establish a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

·Level 1 — observable inputs such as quoted prices for identical assets in active markets;

·Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and

·Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

The following methods and assumptions are used to estimate the fair values of the Company’s financial instruments:

Money market funds and highly liquid debt securities are carried at cost and amortized cost, respectively, as an approximation of fair value. Based on market convention, the Company considers cost a practical and expedient measure of fair value.

Cash, cash equivalents, and highly liquid debt instruments consist of cash and institutional short-term investment funds. The Company independently reviews the short-term investment funds to obtain reasonable assurance the fund net asset value is $1 per share.

Equity investments consist of domestic and international equity securities and exchange traded equity derivatives valued using the closing stock price on a national securities exchange. Over the counter equity derivatives are valued using observable inputs such as underlying prices of the equity security and volatility. The Company independently reviews the listing of Level 1 equity securities in the portfolio and agrees the closing stock prices to a national securities exchange, and on a sample basis, independently verifies the observable inputs for Level 2 equity derivatives and securities.

Fixed income investments consist of certain categories of bonds and derivatives. Corporate, government, and agency bonds are valued by pricing vendors who estimate fair value using recently executed transactions and proprietary models based on observable inputs, such as interest rate spreads, yield curves and credit risk. Asset-backed securities are valued by pricing vendors who estimate fair value using discounted cash flow models utilizing observable inputs based on trade and quote activity of securities with similar features. Fixed income derivatives are valued by pricing vendors using observable inputs such as interest rates and yield curves. The Company obtains a detailed understanding of the models, inputs, and assumptions used in developing prices provided by its vendors. This understanding includes extensive discussions with valuation resources at the vendor. During these discussions, the Company uses a fair value measurement questionnaire, which is part of the Company’s internal controls over financial reporting, to obtain the information necessary to assert the model, inputs and assumptions used comply with U.S. GAAP, including disclosure requirements. The Company also obtains observable inputs from the pricing vendor and independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company’s guidelines, it is then reviewed by a member of management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and have not historically been material to the fair value estimates used in the Condensed Consolidated Financial Statements.

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Pooled funds consist of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles. Pooled investment funds fair value is estimated based on the proportionate share ownership in the underlying net assets of the investment, which is based on the fair value of the underlying securities that trade on a national securities exchange. Where possible, the Company independently reviews the listing securities in the portfolio and agrees the closing stock prices to a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the fund and holds extensive discussions regarding fund performance with pooled fund managers. The Company obtains audited fund manager financial statements, when available. If the pooled fund is designed to replicate a publicly traded index, the Company compares the performance of the fund to the index to assess the reasonableness of the fair value measurement.

Alternative investments consist of limited partnerships, private equity and hedge funds. Alternative investment fair value is generally estimated based on the proportionate share ownership in the underlying net assets of the investment as determined by the general partner or investment manager. The valuations are based on various factors depending on investment strategy, proprietary models, and specific financial data or projections. The Company obtains audited fund manager financial statements, when available. The Company obtains a detailed understanding of the models, inputs and assumptions used in developing prices provided by the investment managers (or appropriate party). During these discussions with the investment managers, the Company uses a fair value measurement questionnaire, which is part of the Company’s internal controls over financial reporting, to obtain the information necessary to assert the model, inputs and assumptions used comply with U.S. GAAP, including disclosure requirements. The Company also obtains observable inputs from the investment manager and independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company’s guidelines, it is then reviewed by a member of management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and have not historically been material to the fair value estimates in the Condensed Consolidated Financial Statements.

Derivatives are carried at fair value, based upon industry standard valuation techniques that use, where possible, current market-based or independently sourced pricing inputs, such as interest rates, currency exchange rates, or implied volatilities.

Annuity contracts consist of insurance group annuity contracts purchased to match the pension benefit payment stream owed to certain selected plan participant demographics within a few major United Kingdom defined benefit plans. Annuity contracts are valued using a discounted cash flow model utilizing assumptions such as discount rate, mortality, and inflation. The Company independently verifies the observable inputs.

Real estate and REITs consist of publicly traded REITs and direct real estate investments. Level 1 REITs are valued using the closing stock price on a national securities exchange. The Level 3 values are based on the proportionate share of ownership in the underlying net asset value as determined by the investment manager. The Company independently reviews the listing of Level 1 REIT securities in the portfolio and agrees the closing stock prices to a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the Level 3 real estate funds and discusses performance with the fund managers. The Company obtains audited fund manager financial statements, when available. See the description of “Alternative Investments” for further detail on valuation procedures surrounding Level 3 REITs.

Guarantees are carried at fair value, which is based on discounted estimated cash flows using published historical cumulative default rates and discount rates commensurate with the underlying exposure.

Debt is carried at outstanding principal balance, less any unamortized discount or premium. Fair value is based on quoted market prices or estimates using discounted cash flow analyses based on current borrowing rates for similar types of borrowing arrangements.

The following tables present the categorization of the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2012 and December 31, 2011 (in millions):

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			Fair Value Measurements Using
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Unobservable
	Balance at		for Identical		Observable		Inputs
	March 31, 2012		Assets (Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Money market funds and highly liquid debt securities (1)	$	2,563	$	2,538	$	25	$	—
Other investments
Fixed maturity securities
Corporate bonds	12		—		—		12
Government bonds	3		—		3		—
Derivatives
Interest rate contracts	18		—		18		—
Foreign exchange contracts	170		—		170		—
Liabilities:
Derivatives
Foreign exchange contracts	206		—		206		—

(1)  Includes $2,538 million of money market funds and $25 million of highly liquid debt securities that are classified as fiduciary assets, short-term investments or cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.

			Fair Value Measurements Using
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Unobservable
	Balance at		for Identical		Observable		Inputs
	December 31, 2011		Assets (Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Money market funds and highly liquid debt securities (1)	$	2,428	$	2,403	$	25	$	—
Other investments
Fixed maturity securities
Corporate bonds	12		—		—		12
Government Bonds	3		—		3		—
Derivatives
Interest rate contracts	16		—		16		—
Foreign exchange contracts	141		—		141		—
Liabilities:
Derivatives
Foreign exchange contracts	189		—		189		—

(1)  Includes $2,403 million of money market funds and $25 million of highly liquid debt securities that are classified as fiduciary assets, short-term investments or cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.

There were no transfers of assets or liabilities between fair value hierarchy levels in the three months ended March 31, 2012 and 2011, respectively. There were no realized or unrealized gains or losses recognized in the Condensed Consolidated Statements of Income for the three months ended March 31, 2012 and 2011, respectively, related to assets and liabilities measured at fair value using unobservable inputs.

The fair value of all long-term debt instruments is classified as Level 2. The following table discloses the Company’s financial instruments where the carrying amounts and fair values differ (in millions):

	March 31, 2012				December 31, 2011
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	4,168	$	4,511	$	4,155	$	4,494

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15.  Commitments and Contingencies

Legal

Aon and its subsidiaries are subject to numerous claims, tax assessments, lawsuits and proceedings that arise in the ordinary course of business, which frequently include errors and omissions (“E&O”) claims. The damages claimed in these matters are or may be substantial, including, in many instances, claims for punitive, treble or extraordinary damages. Aon has historically purchased E&O insurance and other insurance to provide protection against certain losses that arise in such matters. Aon has exhausted or materially depleted its coverage under some of the policies that protect the Company and, consequently, is self-insured or materially self-insured for some historical claims. Accruals for these exposures, and related insurance receivables, when applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant.  Amounts related to settlement provisions are recorded in Other general expenses in the Condensed Consolidated Statements of Income.

At the time of the 2004-05 investigation of the insurance industry by the Attorney General of New York and other regulators, purported classes of clients filed civil litigation against Aon and other companies under a variety of legal theories, including state tort, contract, fiduciary duty, antitrust and statutory theories and federal antitrust and Racketeer Influenced and Corrupt Organizations Act (“RICO”) theories. The federal actions were consolidated in the U.S. District Court for the District of New Jersey, and a state court collective action was filed in California. In the New Jersey actions, the Court dismissed plaintiffs’ federal antitrust and RICO claims in separate orders in August and October 2007, respectively.  In August 2010, the U.S. Court of Appeals for the Third Circuit affirmed the dismissals of most, but not all, of the claims. In March 2011, Aon entered into a Memorandum of Understanding documenting a settlement of the civil cases consolidated in the U.S. District Court for the District of New Jersey. Under that agreement, Aon will pay $550,000 in exchange for dismissal of the class claims. This agreement received final approval in the trial court in March 2012. In April 2012, certain entities that had objected to the settlement filed notices of appeal from the trial court judgment. Several non-class claims brought by individual plaintiffs who opted out of the class action proceeding will remain pending, but the Company does not believe these present material exposure to the Company individually or in the aggregate. The outcome of these lawsuits, and the amount of any losses or other payments that may result, cannot be estimated at this time.

A retail insurance brokerage subsidiary of Aon provides insurance brokerage services to Northrop Grumman Corporation (“Northrop”). This Aon subsidiary placed Northrop’s excess property insurance program for the period covering 2005. Northrop suffered a substantial loss in August 2005 when Hurricane Katrina damaged Northrop’s facilities in the Gulf states. Northrop’s excess insurance carrier, Factory Mutual Insurance Company (“Factory Mutual”), denied coverage for the claim pursuant to a flood exclusion. Northrop sued Factory Mutual in the United States District Court for the Central District of California and later sought to add this Aon subsidiary as a defendant, asserting that if Northrop’s policy with Factory Mutual does not cover the losses suffered by Northrop stemming from Hurricane Katrina, then this Aon subsidiary will be responsible for Northrop’s losses.  On August 26, 2010, the court granted in large part Factory Mutual’s motion for partial summary judgment regarding the applicability of the flood exclusion and denied Northrop’s motion to add this Aon subsidiary as a defendant in the federal lawsuit.  On January 27, 2011, Northrop filed suit against this Aon subsidiary in state court in Los Angeles, California, pleading claims for negligence, breach of contract and negligent misrepresentation. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these claims. The outcome of this lawsuit, and the amount of any losses or other payments that may result, cannot be estimated at this time.

Another retail insurance brokerage subsidiary of Aon has been sued in Tennessee state court by a client, Opry Mills Mall Limited Partnership (“Opry Mills”), that sustained flood damage to its property in May 2010. The lawsuit seeks $200 million from numerous insurers with whom this Aon subsidiary placed the client’s property insurance coverage. The insurers contend that only $50 million in coverage is available for the loss because the flood event occurred on property in a high hazard flood zone. Opry Mills is seeking full coverage from the insurers for the loss and has sued this Aon subsidiary in the alternative for the same $150 million difference on various theories of professional liability if the court determines there is not full coverage. Aon believes it has meritorious defenses and intends to vigorously defend itself against these claims. The outcome of this lawsuit, and the amount of any losses or other payments that may result, cannot be estimated at this time.

A pensions consulting and administration subsidiary of Hewitt prior to its acquisition by Aon provided advisory services to the Trustees of the Philips UK pension fund and the relevant employer of fund beneficiaries (together, “Philips”). In December 2011, the Aon subsidiary received notice of a potential claim alleging negligence and breach of duty. The notice asserts Philips’ right to claim damages related to Philips’ use of a credit default swap hedging strategy pursuant to the supply of the advisory services, which is said to have resulted in substantial damages to Philips. No lawsuit has yet been filed. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these allegations. The outcome of this circumstance, and the amount of any losses or other payments that may result, cannot be estimated at this time.

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From time to time, Aon’s clients may bring claims and take legal action pertaining to the performance of fiduciary responsibilities. Whether client claims and legal action related to the Company’s performance of fiduciary responsibilities are founded or unfounded, if such claims and legal actions are resolved in a manner unfavorable to the Company, they may adversely affect Aon’s financial results and materially impair the market perception of the Company and that of its products and services.

Although the ultimate outcome of all matters referred to above cannot be ascertained, and liabilities in indeterminate amounts may be imposed on Aon or its subsidiaries, on the basis of present information, amounts already provided, availability of insurance coverages and legal advice received, it is the opinion of management that the disposition or ultimate determination of such claims will not have a material adverse effect on the consolidated financial position of Aon. However, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by an unfavorable resolution of these matters.

Guarantees and Indemnifications

In connection with the Redomestication, the Company on April 2, 2012 entered various agreements pursuant to which it agreed to guarantee the obligations of its subsidiaries arising under issued and outstanding debt securities.  Those agreements included the (1) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (amending and restating the Indenture, dated as of September 10, 2010, between Aon Corporation and the Trustee), (2) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and the Trustee (amending and restating the Indenture, dated as of December 16, 2002, between Aon Corporation and the Trustee), (3) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and the Trustee (amending and restating the Indenture, dated as of January 13, 1997, as supplemented by the First Supplemental Indenture, dated as of January 13, 1997) (4) First Supplemental Indenture, dated as of April 2, 2012, among Aon Finance, as issuer, Aon Corporation, as guarantor, Aon plc, as guarantor, and Computershare Trust Company of Canada, as trustee, and (5) Amended and Restated Trust Deed, among Aon Delaware, Aon UK, Aon Services Luxembourg & Co S.C.A. (formerly known as Aon Financial Services Luxembourg S.A.) (“Aon Luxembourg”) and BNY Mellon Corporate Trustee Services Limited, as trustee (the “Luxembourg Trustee”) (amending and restating the Trust Deed, dated as of July 1, 2009, as amended and restated on January 12, 2011, among Aon Delaware, Aon Luxembourg and the Luxembourg Trustee).

Effective as of the same date, the Company also entered into agreements pursuant to which it agreed to guarantee the obligations of its subsidiaries arising under the (1) $450,000,000 Term Credit Agreement dated June 15, 2011, among Aon Corporation, as borrower, Bank of America, N.A., as administrative agent and the other agents and lenders party thereto, (2) $400,000,000 Five-Year Agreement dated March 20, 2012, among Aon Corporation, as borrower, Citibank, N.A., as administrative agent and the other agents and lenders party thereto and (3) €650,000,000 Facility Agreement ($868 million at March 31, 2012 exchange rates), dated October 15, 2010, among Aon Corporation, the subsidiaries of Aon Corporation party thereto as borrowers, Citibank International plc, as agent, and the other agents and lenders party thereto, as amended on July 18, 2011.

Aon provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable that are deemed to be probable and reasonably estimable are included in the Company’s Condensed Consolidated Financial Statements.

Aon had total letters of credit (“LOCs”) outstanding for approximately $68 million at March 31, 2012, as compared to $75 million at December 31, 2011. These letters of credit cover the beneficiaries related to Aon’s Canadian pension plan scheme, secure deductible retentions on Aon’s own workers compensation program and one of the U.S. pension plans. Aon also has issued letters of credit to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at its international subsidiaries. Amounts are accrued in the Condensed Consolidated Financial Statements to the extent the guarantees are probable and estimable.

Aon has certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. Costs associated with these guarantees, to the extent estimable and probable, are provided in Aon’s allowance for doubtful accounts. The maximum exposure with respect to such contractual contingent guarantees was approximately $23 million at March 31, 2012.

Aon has provided commitments to fund certain limited partnerships in which it has an interest in the event that the general partners request funding.  Some of these commitments have specific expiration dates and the maximum potential funding under these commitments was $60 million at March 31, 2012. During the three months ended March 31, 2012, the Company funded $3 million of these commitments.

Aon expects that, as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.

16.  Related Party Transactions

During the first quarter 2012, the Company, in the ordinary course of business, provided retail brokerage, consulting and financial advisory services to, and received wholesale brokerage services from, an entity that is controlled by one of the Company’s stockholders. These transactions were negotiated on an arms-length basis and contain customary terms and conditions. Commissions and fee revenue from these transactions was $3 million and $1 million for the three months ended March 31, 2012 and 2011, respectively.

17.  Segment Information

The Company has two reportable segments:  Risk Solutions and HR Solutions. Unallocated income and expenses, when combined with the reportable segments and after the elimination of intersegment revenues and expenses, total to the amounts in the Condensed Consolidated Financial Statements.

Reportable operating segments have been determined using a management approach, which is consistent with the basis and manner in which Aon’s chief operating decision-maker (“CODM”) uses financial information for the purposes of allocating resources and assessing performance. The CODM assesses performance based on operating income and generally accounts for inter-segment revenue as if the revenue were from third parties and at what management believes are current market prices. The Company does not present net assets by segment as this information is not reviewed by the CODM.

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Risk Solutions acts as an advisor and insurance and reinsurance broker, helping clients manage their risks, via consultation, as well as negotiation and placement of insurance risk with insurance carriers through Aon’s global distribution network.

HR Solutions partners with organizations to solve their most complex benefits, talent and related financial challenges, and improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health care, compensation and talent management strategies.

Effective January 1, 2012, the Health and Benefits Consulting business was transferred from the HR Solutions segment to the Risk Solutions segment. All prior year amounts have been adjusted to reflect that transfer.

Aon’s total revenue is as follows (in millions):

	Three months ended March 31,
	2012			2011
Risk Solutions	$	1,905		$	1,851
HR Solutions	945			915
Intersegment elimination	(9		)	(7		)
Total operating segments	2,841			2,759
Unallocated	—			—
Total revenue	$	2,841		$	2,759

Commissions, fees and other revenues by product are as follows (in millions):

	Three months ended March 31,
	2012			2011
Retail brokerage	$	1,494		$	1,453
Reinsurance brokerage	399			387
Total Risk Solutions Segment	1,893			1,840
Consulting services	380			371
Outsourcing	568			552
Intrasegment	(3		)	(8		)
Total HR Solutions Segment	945			915
Intersegment	(9		)	(7		)
Unallocated	—			—
Total commissions, fees and other revenue	$	2,829		$	2,748

Fiduciary investment income by segment is as follows (in millions):

	Three months ended March 31,
	2012		2011
Risk Solutions	$	12	$	11
HR Solutions	—		—
Total fiduciary investment income	$	12	$	11

A reconciliation of segment operating income before tax to income from continuing operations before income taxes is as follows (in millions):

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	Three months ended March 31,
	2012			2011
Risk Solutions	$	366		$	347
HR Solutions	73			83
Segment income from continuing operations before income taxes	439			430
Unallocated revenue	—			—
Unallocated expenses	(37		)	(32		)
Interest income	3			6
Interest expense	(59		)	(63		)
Other income	—			15
Income from continuing operations before income taxes	$	346		$	356

Unallocated expenses include administrative or other costs not attributable to the operating segments, such as corporate governance costs and the costs associated with corporate investments. Interest income represents income earned primarily on operating cash balances and certain income producing securities. Interest expense represents the cost of worldwide debt obligations.

Other income consists of equity earnings, realized gains or losses on the sale of investments, gains or losses on the disposal of businesses, gains or losses on hedging activities, and gains or losses on foreign currency transactions.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY OF FIRST QUARTER 2012 FINANCIAL RESULTS

During the first quarter 2012, we continued to face certain headwinds impacting our businesses. In our HR Solutions segment, these included price compression in our benefits administration business and a decline in discretionary demand for retirement consulting services. In our Risk Solutions segment, we continued to experience specific sector weakness in construction, private equity and mergers and acquisitions.

We focus on three key metrics each quarter that we communicate to shareholders: grow organically, expand margins, and increase earnings per share. The following is our measure of performance against these three metrics for the first quarter of 2012:

·Organic revenue growth, a non-GAAP measure as defined under the caption “Review of Consolidated Results — General” below, was 4%, demonstrating continued improvement compared to the prior year first quarter organic revenue growth of 2%. Organic revenue growth was primarily driven by strong management of the renewal book portfolio across all regions and solid new business growth in Latin America, Asia, and emerging markets. Strong new business growth in treaty placements globally in our Reinsurance business and new client wins in the HR Solutions segment also drove organic revenue growth.

·Adjusted operating margin, a non-GAAP measure as defined under the caption “Review of Consolidated Results — General” below, for the first quarter was 18.6% for Aon overall, 21.4% for the Risk Solutions segment, and 16.5% for the HR Solutions segment.  Adjusted operating margins were relatively flat in the Risk Solutions segment as compared to the first quarter of 2011 reflecting solid organic revenue growth, restructuring savings and lower lease termination costs, offset by significant investments in key talent across Asia and in our GRIP solutions, integration costs of Glenrand and project-related work in Australia. The HR Solutions segment operating margin decreased due to significant investment in new growth opportunities in health care exchanges and human resource business processing outsourcing (“HR BPO”) and anticipated pricing compression in our benefits administration business.

·Adjusted diluted earnings per share from continuing operations attributable to Aon’s stockholders, a non-GAAP measure as defined under the caption “Review of Consolidated Results — General” below, was $0.98 per share in first quarter 2012 as compared to $0.99 per share in first quarter 2011.

Additionally, the following is a summary of our first quarter 2012 financial results:

·For the quarter, revenue increased $82 million, or 3%, to $2.8 billion as a result of 4% organic revenue growth, offset by a 1% unfavorable impact from foreign exchange rates. Fiduciary investment income increased $1 million when compared to the prior year. Organic revenue grew 4% in the Risk Solutions segment and 3% in the HR Solutions segment.

·Operating expenses for the quarter were $2.4 billion, an increase of 3% or $78 million over the prior year. The increase is primarily as a result of organic revenue growth, the inclusion of $25 million of expenses from acquisitions, primarily Glenrand MIB, net of divestitures, and a $13 million increase in intangible asset amortization expense, partially offset by a $29 million favorable impact from foreign currency translation, benefits related to the formal restructuring programs and a $15 million decline in Hewitt related costs.

·Operating margin from continuing operations decreased to 14.1% in the first quarter 2012 from 14.4% in the first quarter 2011.

·Net income attributable to Aon stockholders for the first quarter 2012 decreased $8 million, or 3%, from the first quarter 2011 to $238 million.

REVIEW OF CONSOLIDATED RESULTS

General

In our discussion of operating results, we sometimes refer to supplemental information derived from consolidated financial information specifically related to organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, and the impact of foreign exchange rate fluctuations on operating results.

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Organic Revenue

We use supplemental information related to organic revenue to help us and our investors evaluate business growth from existing operations. Organic revenue excludes the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, fiduciary investment income, reimbursable expenses, and unusual items. Supplemental information related to organic growth represents a measure not in accordance with U.S. GAAP, and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements. Industry peers provide similar supplemental information about their revenue performance, although they may not make identical adjustments. Reconciliation of this non-GAAP measure, organic revenue growth percentages, to the reported Commissions, fees and other revenue growth percentages, has been provided in the “Review by Segment” caption below.

Adjusted Operating Margins

We use adjusted operating margin as a measure of core operating performance of our Risk Solutions and HR Solutions businesses. Adjusted operating margin excludes the impact of restructuring charges, intangible asset amortization and headquarters relocation costs. This supplemental information related to adjusted operating margin represents a measure not in accordance with U.S. GAAP, and should be viewed in addition to, not instead of, our Condensed Consolidated Financial Statements.

Reconciliations of this non-GAAP measure to reported operating margins are as follows (in millions):

	Three months ended March 31, 2012
	Total Aon (1)			Risk Solutions			HR Solutions
Revenue — U.S. GAAP	$	2,841		$	1,905		$	945
Operating income — U.S. GAAP	402			366			73
Restructuring charges	20			11			9
Intangible asset amortization	104			30			74
Headquarters relocation costs	3			—			—
Operating income — as adjusted	$	529		$	407		$	156
Operating margins — U.S. GAAP	14.1		%	19.2		%	7.7		%
Operating margins — as adjusted	18.6		%	21.4		%	16.5		%

	Three months ended March 31, 2011
	Total Aon (1)			Risk Solutions			HR Solutions
Revenue — U.S. GAAP	$	2,759		$	1,851		$	915
Operating income — U.S. GAAP	398			347			83
Restructuring charges	30			21			9
Intangible asset amortization	91			31			60
Hewitt related costs	15			—			15
Operating income — as adjusted	$	534		$	399		$	167
Operating margins — U.S. GAAP	14.4		%	18.7		%	9.1		%
Operating margins — as adjusted	19.4		%	21.6		%	18.3		%

(1) Includes unallocated expenses and the elimination of inter-segment revenue.

Adjusted Diluted Earnings per Share from Continuing Operations

We also use adjusted diluted earnings per share from continuing operations as a measure of Aon’s core operating performance. Adjusted diluted earnings per share excludes the impact of restructuring charges, intangible asset amortization, headquarters relocation costs, along with related income taxes. This supplemental information related to adjusted diluted earnings per share represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Condensed Consolidated

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Financial Statements. Reconciliations of this non-GAAP measure to the reported diluted earnings per share are as follows (in millions except per share data):

	Three months ended March 31, 2012
	U.S. GAAP			Adjustments		As Adjusted
Operating Income	$	402		$	127	$	529
Interest income	3			—		3
Interest expense	(59		)	—		(59		)
Other income	—			—		—
Income from continuing operations before income taxes	346			127		473
Income taxes	97			35		132
Income from continuing operations	249			92		341
Less: Net income attributable to noncontrolling interests	11			—		11
Income from continuing operations attributable to Aon stockholders	$	238		$	92	$	330
Diluted earnings per share from continuing operations	$	0.71		$	0.27	$	0.98
Weighted average common shares outstanding — diluted	336.6			336.6		336.6

	Three months ended March 31, 2011
	U.S. GAAP			Adjustments		As Adjusted
Operating Income	$	398		$	136	$	534
Interest income	6			—		6
Interest expense	(63		)	—		(63		)
Other income	15			—		15
Income from continuing operations before income taxes	356			136		492
Income taxes	103			39		142
Income from continuing operations	253			97		350
Less: Net income attributable to noncontrolling interests	9			—		9
Income from continuing operations attributable to Aon stockholders	$	244		$	97	$	341
Diluted earnings per share from continuing operations	$	0.71		$	0.28	$	0.99
Weighted average common shares outstanding — diluted	345.4			345.4		345.4

Impact of Foreign Exchange Rate Fluctuations

Because we conduct business in more than 120 countries, foreign exchange rate fluctuations have a significant impact on our business.  In comparison to the U.S. dollar, foreign exchange rate movements may be significant and may distort true period-to-period comparisons of changes in revenue or pretax income. Therefore, to give financial statement users more meaningful information about our operations, we have provided a discussion of the impact of foreign currency exchange rates on our financial results. The methodology used to calculate this impact isolates the impact of the change in currencies between periods by translating last year’s revenue, expenses and net income at this year’s foreign exchange rates. Currency fluctuations had an unfavorable impact of $0.02 in the first quarter 2012, respectively, on adjusted net income from continuing operations per diluted share when the Company translates prior year quarter results at current quarter foreign exchange rates.

Summary of Results

The consolidated results of continuing operations follow (in millions):

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	Three months ended March 31,
	2012			2011
Revenue:
Commissions, fees and other	$	2,829		$	2,748
Fiduciary investment income	12			11
Total revenue	2,841			2,759
Expenses:
Compensation and benefits	1,661			1,597
Other general expenses	778			764
Total operating expenses	2,439			2,361
Operating income	402			398
Interest income	3			6
Interest expense	(59		)	(63		)
Other income	—			15
Income from continuing operations before income taxes	346			356
Income taxes	97			103
Income from continuing operations	249			253
Income (loss) from discontinued operations, after-tax	—			2
Net income	249			255
Less: Net income attributable to noncontrolling interests	11			9
Net income attributable to Aon stockholders	$	238		$	246

Revenue

Revenue increased by $82 million, or 3%, in first quarter 2012 compared to first quarter 2011. This increase consists of a $30 million, or 3%, increase in the HR Solutions segment and a $54 million, or 3%, increase in the Risk Solutions segment.  The increase in the Risk Solutions segment reflects 4% organic revenue growth and a 1% increase from acquisitions, partially offset by a 2% unfavorable impact from foreign currency remeasurement. The Reinsurance business achieved strong organic revenue growth of 5% during the quarter and the retail business achieved 4% organic revenue growth in both the Americas and International businesses. The increase in the HR Solutions segment as compared to the prior year quarter was primarily due to 3% organic growth in outsourcing driven by new client wins. Organic revenue growth in the HR Solutions segment for the quarter was 3% and acquisitions added another 1% to growth, offset by a negative impact of 1% related to foreign currency remeasurement.

Compensation and Benefits

Compensation and benefits during the first quarter 2012 increased $64 million, or 4%, from the first quarter 2011. This increase was primarily driven by organic revenue growth during the quarter investment in key talent and $14 million in expenses from acquisitions, partially offset by favorable foreign currency translation.

Other General Expenses

Other general expenses for the three month period ended March 31, 2012 as compared to the prior year increased $14 million, or 2%.  The increase was due largely to the impact of acquisitions, primarily the Hewitt acquisition in 2010 and Glenrand MIB Limited acquisition in 2011, reflecting the inclusion of operating expenses and an increase in intangible asset amortization expense of $13 million for the quarter, partially offset by a reduction of $15 million for Hewitt integration costs and favorable foreign currency translation.

Interest Income

Interest income represents income earned on operating cash balances and other income-producing investments. It does not include interest earned on funds held on behalf of clients. For the first quarter 2012, interest income decreased $3 million from the first quarter 2011 due to lower average cash balances and lower average interest rates.

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Interest Expense

Interest expense, which represents the cost of our worldwide debt obligations, decreased $4 million from first quarter of 2011 due primarily to lower average interest rates on borrowings.

Other Income

We did not recognize other income in the three months ended March 31, 2012 and recognized $15 million in the three months ended March 31, 2011. In the first quarter 2012, we recognized an $18 million loss due to the unfavorable impact of exchange rates on remeasurement of assets and liabilities in non-functional currencies, partially offset by realized gains on the sale of investments of $10 million and equity earnings of $5 million.

Income from Continuing Operations before Income Taxes

Income from continuing operations before income taxes for the first quarter was $346 million, a 3% decrease from $356 million in 2011. The decrease in income was driven primarily by the higher intangible asset amortization of $13 million and the impact of unfavorable foreign exchange rates, partially offset by benefit realized from restructuring activities.

Income Taxes

The effective tax rate on income from continuing operations was 28.0% and 29.0% for the first quarter 2012 and 2011, respectively.  The decrease in the effective tax rate from the prior year quarter represents the geographical mix of income in 2012. The underlying tax rate for continuing operations for 2012 is expected to be approximately 28%.

Income from Continuing Operations Attributable to Aon Stockholders

Income from continuing operations attributable to Aon stockholders for the first quarter decreased to $238 million, or $0.71 diluted net income per share, from $246 million, or $0.71 diluted net income per share, in 2011. Currency fluctuations negatively impacted income from continuing operations in first quarter 2012 by $0.02 per diluted share, when the first quarter 2011 Condensed Consolidated Statement of Income is translated using 2012 foreign exchange rates.

Discontinued Operations

There was no gain or loss from discontinued operations recorded in the three months ended March 31, 2012. A gain from discontinued operations of $2 million (no diluted per share impact) was incurred in the three months ended March 31, 2011.

Restructuring Initiatives

Aon Hewitt Restructuring Plan

On October 14, 2010, we announced a global restructuring plan in connection with the acquisition of Hewitt.  The Aon Hewitt Plan is intended to streamline operations across the combined Aon Hewitt organization and includes an estimated 1,500 to 1,800 job eliminations. We expect these restructuring activities and related expenses to affect continuing operations into 2013. The Aon Hewitt Plan is expected to result in cumulative costs of approximately $325 million through the end of the plan, consisting of approximately $180 million in employee termination costs and approximately $145 million in real estate rationalization costs.

From the inception of the Aon Hewitt Plan through March 31, 2012, approximately 1,186 jobs have been eliminated and total expenses of $169 million have been incurred. We recorded $12 million and $23 million of restructuring and related charges in the three months ended March 31, 2012 and 2011, respectively. Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the accompanying Condensed Consolidated Statements of Income.

The following summarizes the restructuring and related costs, by type, that have been incurred and are estimated to be incurred through the end of the restructuring initiative related to the Aon Hewitt Plan (in millions):

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	2010		2011		First Quarter 2012		Total Inception to Date		Estimated Total Cost for Restructuring Plan (1)
Workforce reduction	$	49	$	64	$	7	$	120	$	180
Lease consolidation	3		32		4		39		95
Asset impairments	—		7		1		8		47
Other costs associated with restructuring (2)	—		2		—		2		3
Total restructuring and related expenses	$	52	$	105	$	12	$	169	$	325

(1) Actual costs, when incurred, may vary due to changes in the assumptions built into this plan.  Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.

(2) Other costs associated with restructuring initiatives, including moving costs and consulting and legal fees, are recognized when incurred.

Effective January 1, 2012, the Health and Benefits Consulting business was transferred from the HR Solutions segment to the Risk Solutions segment. Restructuring costs associated with the Health and Benefits Consulting business are reflected in the Risk Solutions segment, including $41 million that was reclassified from the HR Solutions segment to the Risk Solutions segment for 2011. During the first quarter 2011, $23 million in restructuring expenses were recorded, $14 million of which related to the Health and Benefits Consulting business. The following summarizes the restructuring and related expenses, by segment, that have been incurred and are estimated to be incurred through the end of the restructuring initiative related to the Aon Hewitt Plan (in millions):

	2010		2011		First Quarter 2012		Total Inception to Date		Estimated Total Cost for Restructuring Plan
HR Solutions	$	52	$	49	$	9	$	110	$	257
Risk Solutions	—		56		3		59		68
Total restructuring and related expenses	$	52	$	105	$	12	$	169	$	325

The restructuring plan, before any potential reinvestment of savings, is expected to deliver approximately $280 million of annual savings in 2013. The HR Solutions segment is expected to deliver $234 million of annual savings, with the remaining $46 million to be delivered in the Risk Solutions segment. We estimate that we realized approximately $48 million in restructuring cost savings in the first quarter 2012. With other integration savings, we expect to achieve approximately $355 million in annual cost savings across Aon Hewitt in 2013, which includes the approximately $280 million of annual savings related to the restructuring plan, and additional savings in areas such as information technology, procurement and public company costs. All of the components of the restructuring and integration plan are not finalized and actual total savings, costs and timing may vary from those estimated due to changes in the scope or assumptions underlying the plan.

Aon Benfield Restructuring Plan

We announced a global restructuring plan in conjunction with our acquisition of Benfield in 2008.  The Aon Benfield Plan was intended to integrate and streamline operations across the combined Aon Benfield organization.  The Aon Benfield Plan included 810 job eliminations. Additionally, duplicate space and assets were abandoned. We incurred all remaining costs for the Aon Benfield Plan in the first quarter 2012.

We recorded $8 million and $7 million of restructuring and related charges in the three months ended March 31, 2012 and 2011, respectively. All costs associated with the Aon Benfield Plan are included in the Risk Solutions segment. Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the accompanying Condensed Consolidated Statements of Income.

The Aon Benfield Plan, before any potential reinvestment of savings, has delivered cumulative run-rate cost savings of approximately $146 million through the first quarter 2012. We estimate that we realized approximately $34 million of cost savings in the first quarter 2012.

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The following summarizes the restructuring and related costs by type that have been incurred through the end of the restructuring initiative related to the Aon Benfield Plan in the first quarter 2012 (in millions):

	Purchase Price Allocation		2009		2010		2011			First Quarter 2012		Total Cost for Restructuring Plan
Workforce reduction	$	32	$	38	$	15	$	33		$	8	$	126
Lease consolidation	20		14		7		(15		)	—		26
Asset impairments	—		2		2		—			—		4
Other costs associated with restructuring	1		1		2		1			—		5
Total restructuring and related expenses	$	53	$	55	$	26	$	19		$	8	$	161

LIQUIDITY AND FINANCIAL CONDITION

Liquidity

Executive Summary

We believe that our balance sheet and cash flow provide us with financial flexibility to create long-term value for our stockholders.  Our primary sources of liquidity are cash flow from operations, available cash reserves and debt capacity available under various credit facilities.  Our primary uses of liquidity are operating expenses, principal and interest payments on our debt obligations, capital expenditures, acquisitions, share repurchases, restructuring initiatives, pension obligations and shareholder dividends.

Cash on our balance sheet includes funds available for general corporate purposes.  Funds held on behalf of clients in a fiduciary capacity are segregated and shown together with uncollected insurance premiums in Fiduciary assets in the Condensed Consolidated Statement of Financial Position, with a corresponding amount in Fiduciary liabilities. The Company is permitted to earn income on these funds and therefore for cash flow presentation purposes, the activity in the funds is shown as a component of our investing cash flows, with a corresponding offset to operating cash flows.  Fiduciary funds cannot be used for general corporate purposes, and should not be considered as a source of liquidity for Aon.

Operating Activities

Net cash used for operating activities in first three months 2012 was $15 million as compared to net cash provided by operating activities in the first three months 2011 of $155 million, a decrease of $170 million. The primary uses of cash in the first quarter 2012 were a decrease in accounts payable and accrued liabilities of $451 million, primarily related to incentive payments, including fifteen months of incentives related to Aon Hewitt related to a change in fiscal year following the acquisition, and pension contributions, in excess of pension expense, of $110 million. These amounts were offset by net income, adjusted for non-cash expenses, of $479 million. Pension contributions, in excess of pension expense, were $110 million and $81 million for the three months ended March 31, 2012 and 2011, respectively. For the remainder of 2012, we expect to contribute approximately $418 million to our pension plans, with the majority attributable to non-U.S. pension plans, which are subject to changes in foreign exchange rates.

During the first quarter 2012, we continued to progress with elevated levels of invoicing and cash collections related to a temporary delay in invoicing HR Solutions’ customers in the second half of 2011. The net result of this activity was a decrease in accounts receivable, contributing $61 million to cash flow used for operations. We expect the temporary increase in unbilled receivables and accounts receivable of approximately $400 million to reverse and return to normalized levels by the end of 2012.

We expect cash generated by operations for 2012 to be sufficient to service our debt and contractual obligations, fund cash requirements of our restructuring programs, finance capital expenditures, continue acquisitions of shares under our share repurchase program, and continue to pay dividends to our shareholders.  Although 2012 cash from operations is expected to be sufficient to service these obligations, we have the ability to borrow under our credit facilities to accommodate timing differences in cash flows.  We have committed credit facilities of approximately $1.3 billion, all of which was available at March 31, 2012. We can access these facilities on a same, or next, day basis.  Additionally, we believe that we could access capital markets for debt financing for longer-term funding, under current market conditions, if needed.

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Investing Activities

Cash flow provided by investing activities was $222 million in 2012. The primary drivers of the cash flow provided by investing activities are $283 million in net sales of short-term investments and $36 million in net sales of long-term investments, partially offset by $71 million for capital expenditures and $23 million for acquisitions.

Cash flow provided by investing activities was $170 million in 2011. The primary drivers of the cash flow provided by investing activities are $218 million in net sales of short-term investments and $17 million in net sales of long-term investments, partially offset by $56 million for capital expenditures.

Financing Activities

Cash flow used for financing activities in the first quarter 2012 was $166 million. The primary drivers of cash flow used for financing activities were share repurchases of $100 million, dividends paid to shareholders of $49 million, and repayment of debt, net of borrowings of $65 million, partially offset by proceeds from the exercise of stock options and issuance of shares purchased through the employee stock purchase plan of $49 million.

Cash flow provided by financing activities in the first quarter 2011 was $34 million. The primary drivers of cash flow provided by financing activities were the issuance of $429 million of debt and proceeds from the exercise of stock options and the issuance of shares purchased through the employee stock purchase programs of $85 million, partially offset by $350 million for the repurchase of shares, $79 million repayment of debt, and $51 million in cash dividends to shareholders.

Cash and Investments

At March 31, 2012, our cash and cash equivalents and short-term investments were $833 million, a decrease of $224 million from December 31, 2011. Of the total balance as of March 31, 2012, approximately $213 million was restricted as to its use, which was comprised of $123 million of operating funds required by the Financial Services Authority in the U.K. and $90 million held as collateral for various business purposes.  At March 31, 2012, $105 million of cash and cash equivalents and short-term investments were held in the U.S. and $728 million was held by our subsidiaries in other countries. Due to differences in tax rates, the repatriation of funds from certain countries into the U.S. could have an unfavorable tax impact.

In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission, remit the premiums to the respective insurance underwriter. We also collect claims or refunds from underwriters on behalf of insureds, which are then returned to the insureds. Unremitted insurance premiums and claims are held by us in a fiduciary capacity.  In addition, some of our outsourcing agreements require us to hold funds on behalf of clients to pay obligations on their behalf.  The levels of fiduciary assets and liabilities can fluctuate significantly, depending on when we collect the premiums, claims and refunds, make payments to underwriters and insureds, collect funds from clients and make payments on their behalf, and foreign currency movements.  Fiduciary assets, because of their nature, are required to be invested in very liquid securities with highly-rated, credit-worthy financial institutions.  In our Condensed Consolidated Statements of Financial Position, the amount we report for Fiduciary assets and Fiduciary liabilities are equal.  Our Fiduciary assets included cash and investments of $4.4 billion and fiduciary receivables of $7.4 billion at March 31, 2012.  While we earn investment income on the fiduciary assets held in cash and investments, the cash and investments are not owned by us, and cannot be used for general corporate purposes.

As disclosed in Note 14 “Fair Value and Financial Instruments,” of the Notes to the Condensed Consolidated Financial Statements, the majority of our investments carried at fair value are money market funds. Money market funds are carried at cost as an approximation of fair value. Based on market convention, we consider cost a practical and expedient measure of fair value. These money market funds are held throughout the world with various financial institutions. We do not believe that there are any market liquidity issues affecting the fair value of these investments.

As of March 31, 2012, our investments in money market funds and highly liquid debt instruments had a fair value of $2.6 billion and are reported as Short-term investments or Fiduciary assets in the Condensed Consolidated Statements of Financial Position depending on their nature and initial maturity.

The following table summarizes our Fiduciary assets and non-fiduciary Cash and cash equivalents, and Short-term investments as of March 31, 2012 (in millions):

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	Statement of Financial Position Classification
Asset Type	Cash and Cash Equivalents		Short-term Investments		Fiduciary Assets		Total
Certificates of deposit, bank deposits or time deposits	$	323	$	—	$	2,300	$	2,623
Money market funds	—		509		2,029		2,538
Highly liquid debt instruments	—		—		25		25
Other investments due within one year	—		1		—		25
Cash and investments	323		510		4,354		5,188
Fiduciary receivables	—		—		7,441		7,441
Total	$	323	$	510	$	11,795	$	12,628

Share Repurchase Program

In January 2010, our Board of Directors authorized a share repurchase program under which up to $2 billion of common stock were authorized to be repurchased (“2010 Share Repurchase Program”). Shares were authorized to be repurchased through the open market or in privately negotiated transactions, including structured repurchase programs, from time to time, based on prevailing market conditions, and were funded from available capital.  Any repurchased shares were available for employee stock plans and for other corporate purposes.

During the first quarter of 2012, we repurchased 2.1 million shares at an average price per share of $48.32 for a total cost of $100 million. During the first quarter 2011, we repurchased 6.8 million shares at an average price per share of $51.29 for a total cost of $350 million under the 2010 Share Repurchase Program as well as a previous program that was completed in the first quarter 2011. Since the inception of the 2010 Share Repurchase Program, we repurchased a total of 18.2 million shares for an aggregate cost of $913 million. As of March 31, 2012, we were authorized to purchase up to $1.1 billion of additional shares under the 2010 Share Repurchase Program.

As a result of the Redomestication, the 2010 Share Repurchase Program, which related to common stock of Aon Corporation, was no longer of effect. In April 2012, our Board of Directors authorized a share repurchase program under which up to $5 billion of Class A Ordinary Shares may be repurchased. Under this program, shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions, and will be funded from available capital.

For more information regarding share repurchases made during the first quarter of 2012, see Part II, Item 2 — “Unregistered Sales of Equity Securities and Use of Proceeds” below.

Debt Securities

From time to time, we access the public debt markets through issuances of debt securities. For example, we issued and sold $1.5 billion in unsecured notes on September 7, 2010 to partially finance the Hewitt acquisition and $500 million in unsecured notes on May 24, 2011 to partially refinance our three-year 2010 Term Loan Facility entered into in connection with the Hewitt acquisition. The availability of any further potential liquidity for these types of securities is dependent on investor demand, market conditions and other factors.

Credit Facilities

At March 31, 2012, we have a five-year $400 million unsecured revolving credit facility in the U.S. (“U.S. Facility”) that expires in 2017. The U.S. facility is for general corporate purposes, including commercial paper support.  Additionally, we have a five-year €650 million ($868 million at March 31, 2012 exchange rates) multi-currency foreign credit facility (“Euro Facility”) available, which expires in October 2015.  At March 31, 2012, we had no borrowings under either of these credit facilities.

For both our U.S. and Euro Facilities, the two most significant covenants require us to maintain a ratio of consolidated EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted for Hewitt related transaction costs and up to $50 million in non-recurring cash charges (“Adjusted EBITDA”) to consolidated interest expense and a ratio of consolidated debt to Adjusted EBITDA. For both facilities, the ratio of Adjusted EBITDA to consolidated interest expense must be at least 4 to 1.  For the Euro Facility, the ratio of consolidated debt to Adjusted EBITDA must not exceed 3 to 1.   For the U.S. Facility, the ratio of consolidated debt to Adjusted EBITDA must not exceed the lower of (a) 3.25 to 1.00 or (b) the greater of (i) 3.00 to 1.00 or (ii) the lowest ratio of consolidated debt to Adjusted EBITDA then set forth in the Euro Facility or Aon’s $450,000,000 Term Loan Facility. We were in compliance with these and all other covenants as of March 31, 2012.

Rating Agency Ratings

The major rating agencies’ ratings of our debt at May 8, 2012 appear in the table below.

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	Ratings
	Senior Long-term Debt	Commercial Paper	Outlook
Standard & Poor’s	BBB+	A-2	Stable
Moody’s Investor Services	Baa2	P-2	Stable
Fitch, Inc.	BBB+	F-2	Stable

A downgrade in the credit ratings of our senior debt and commercial paper would increase our borrowing costs, reduce or eliminate our access to capital, reduce our financial flexibility, increase our commercial paper interest rates or possibly restrict our access to the commercial paper market altogether, or may impact future pension contribution requirements.

Letters of Credit and Other Guarantees

We have total letters of credit outstanding for approximately $68 million at March 31, 2012. These letters of credit cover the beneficiaries related to our Canadian pension plan scheme and secure deductible retentions for our own workers compensation program and one of the U.S. pension plans. We also have issued letters of credit to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at our international subsidiaries. Amounts are accrued in the Condensed Consolidated Financial Statements to the extent the guarantees are probable and estimable.

We have certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies.  Costs associated with these guarantees, to the extent estimable and probable, are provided in our allowance for doubtful accounts. The maximum exposure with respect to such contractual contingent guarantees was approximately $23 million at March 31, 2012.

We have provided commitments to fund certain limited partnerships in which we have an interest in the event that the general partners request funding. Some of these commitments have specific expiration dates and the maximum potential funding under these commitments was $60 million at March 31, 2012. In the three months ended March 31, 2012, we funded $3 million of these commitments.

Adequacy of Liquidity Sources

We believe that cash flows from operations and available credit facilities will be sufficient to meet our liquidity needs, including principal and interest payments on debt obligations, capital expenditures, pension contributions, cash restructuring costs, and anticipated working capital requirements, for the foreseeable future. Our cash flows from operations, borrowing availability and overall liquidity are subject to risks and uncertainties. See “Information Concerning Forward-Looking Statements” below.

Financial Condition

At March 31, 2012, our net assets of $8.4 billion, representing total assets minus total liabilities, increased from $8.1 billion at December 31, 2011. Working capital increased $210 million to $2.0 billion from December 31, 2011.

Borrowings

Total debt at March 31, 2012 was $4.5 billion, a decrease of $38 million from December 31, 2011. The decrease in total debt from December 31, 2011 was primarily due to reductions in commercial paper outstanding.

On March 20, 2012, we entered into the U.S. Facility. Borrowings under the U.S. Facility will bear interest, at the Company’s option, at a rate equal to either (a) the rate for eurodollar deposits as reflected on the applicable Reuters LIBOR01 page for the interest period relevant to such borrowing (“Eurodollar Rate”), plus the applicable margin or (b) the highest of (i) the rate of interest publicly announced by Citibank as its prime rate, (ii) the federal funds effective rate from time to time plus 0.5% and (iii) the one month Eurodollar rate plus 1.0%, in each case plus the applicable margin. The applicable margin for borrowings under the U.S. Facility may change depending on achievement of certain public debt ratings. The U.S. Facility has a maturity date of March 20, 2017. In conjunction with the Company entering into the U.S. Facility the prior revolving U.S. credit agreement dated December 4, 2009 was terminated.

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Our total debt as a percentage of total capital attributable to Aon stockholders was 53.3% and 55.6% at March 31, 2012 and December 31, 2011, respectively.

Equity

Equity at March 31, 2012 and December 31, 2011 was $8.4 billion. Accumulated other comprehensive loss, net of tax decreased $132 million from December 31, 2011.

The $132 million decrease in Accumulated other comprehensive loss, net of tax from December 31, 2011, primarily reflects the following:

·positive net foreign currency translation adjustments of $104 million, which was attributable to the weakening of the U.S. dollar against foreign currencies,

·a decrease of $21 million in net post-retirement benefit obligations, and

·net derivative gains of $7 million.

REVIEW BY SEGMENT

General

We serve clients through the following segments:

·Risk Solutions acts as an advisor and insurance and reinsurance broker, helping clients manage their risks, via consultation, as well as negotiation and placement of insurance risk with insurance carriers through our global distribution network.

·HR Solutions partners with organizations to solve their most complex benefits, talent and related financial challenges, and improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health care, compensation and talent management strategies.

Risk Solutions

	Three months ended March 31,
	2012			2011
Revenue	$	1,905		$	1,851
Operating income	366			347
Operating margin	19.2		%	18.7		%

The demand for property and casualty insurance generally rises as the overall level of economic activity increases and generally falls as such activity decreases, affecting both the commissions and fees generated by our brokerage business. The economic activity that impacts property and casualty insurance is described as exposure units, and is most closely correlated with employment levels, corporate revenue and asset values. During first quarter 2012, we began to see some improvement in pricing; however, we would still consider this to be a “soft market”, which began in 2007. In a soft market, premium rates flatten or decrease, along with commission revenues, due to increased competition for market share among insurance carriers or increased underwriting capacity. Changes in premiums have a direct and potentially material impact on the insurance brokerage industry, as commission revenues are generally based on a percentage of the premiums paid by insureds. In the first quarter 2012, pricing showed continuing signs of stabilization and improvement in both our retail and reinsurance brokerage product lines and we expect this trend to slowly continue through the remainder of 2012.

Additionally, beginning in late 2008 and continuing into first quarter 2012, we faced difficult conditions as a result of unprecedented disruptions in the global economy, the repricing of credit risk and the deterioration of the financial markets. Weak global economic conditions have reduced our customers’ demand for our retail brokerage and reinsurance brokerage products, which have had a negative impact on our operational results.

Risk Solutions generated approximately 67% of our consolidated total revenues in first quarter 2012. Revenues are generated primarily through fees paid by clients, commissions and fees paid by insurance and reinsurance companies, and investment income on funds held on behalf of clients. Our revenues vary from quarter to quarter throughout the year as a result of the timing of our clients’

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policy renewals, the net effect of new and lost business, the timing of services provided to our clients, and the income we earn on investments, which is heavily influenced by short-term interest rates.

We operate in a highly competitive industry and compete with many retail insurance brokerage and agency firms, as well as with individual brokers, agents, and direct writers of insurance coverage.  Specifically, we address the highly specialized product development and risk management needs of commercial enterprises, professional groups, insurance companies, governments, health care providers, and non-profit groups, among others; provide affinity products for professional liability, life, disability income, and personal lines for individuals, associations, and businesses; provide products and services via GRIP Solutions; provide reinsurance services to insurance and reinsurance companies and other risk assumption entities by acting as brokers or intermediaries on all classes of reinsurance; provide capital management transaction and advisory products and services, including mergers and acquisitions and other financial advisory services, capital raising, contingent capital financing, insurance-linked securitizations and derivative applications; provide managing underwriting to independent agents and brokers as well as corporate clients; provide risk consulting, actuarial, loss prevention, and administrative services to businesses and consumers; and manage captive insurance companies.

Revenue

Commissions, fees and other revenue for Risk Solutions were as follows (in millions):

	Three months ended March 31,
	2012		2011
Retail brokerage:
Americas	$	651	$	631
International (1)	843		822
Total retail brokerage	1,494		1,453
Reinsurance brokerage	399		387
Total	$	1,893	$	1,840

(1) Includes the U.K., Europe, Middle East, Africa and Asia Pacific

In the first quarter 2012, commissions, fees and other revenue increased $53 million, or 3%, from 2011 due to 4% organic revenue growth and a 1% increase from acquisitions, net of dispositions, partially offset by a 2% unfavorable impact from foreign currency remeasurement.

Reconciliation of organic revenue growth to reported commissions, fees and other revenue growth for 2012 versus 2011 is as follows:

Three months ended March 31, 2012	Percent Change		Less: Currency Impact		Less: Acquisitions, Divestitures & Other		Organic Revenue
Retail brokerage:
Americas	3	%	(1	)%	0	%	4	%
International (1)	3		(2	)	1		4
Total retail brokerage	3		(2	)	1		4
Reinsurance brokerage	3		(1	)	(1	)	5
Total	3	%	(2	)%	1	%	4	%

(1) Includes the U.K., Europe, Middle East, Africa and Asia Pacific

Retail brokerage Commissions, fees and other revenue increased 3% in the first quarter driven by a 4% growth in organic revenue in both the Americas and International operations and a 1% increase related to acquisitions, net of dispositions, partially offset by a 2% unfavorable impact from foreign currency remeasurement.

Americas Commissions, fees and other revenue increased 3% in the first quarter reflecting 4% growth in organic revenue growth offset by 1% from unfavorable foreign exchange rates.  Organic revenue growth increased due to continued growth in Latin America as well as strong management of the renewal book portfolio across all regions.

International Commissions, fees and other revenue increased 3% in the first quarter driven by 4% organic revenue growth, which was partially offset by a 2% unfavorable currency impact. Strong growth in Asia, New Zealand and emerging markets, as well as strong management of the renewal book portfolio in Europe contributed to organic revenue growth.

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Reinsurance brokerage Commissions, fees and other revenue increased 3% in the first quarter reflecting 5% organic revenue growth due to strong new business growth in treaty placements and modest favorable impact from pricing internationally, which was partially offset by a 1% unfavorable currency remeasurement impact and a 1% decrease related to divestitures.

Operating Income

Operating income for the first quarter 2012 increased $19 million, or 5%, from 2011 to $366 million in 2012, and operating income margins increased to 19.2% from 18.7% in 2011. Operating income improvement was driven by revenue growth, reduced costs of restructuring initiatives and realization of the benefits of those restructuring plans, partially offset by investments in key talent and GRIP Solutions and a negative impact of foreign exchange rates.

HR Solutions

	Three months ended March 31,
	2012			2011
Revenue	$	945		$	915
Operating income	73			83
Operating margin	7.7		%	9.1		%

Our HR Solutions segment generated approximately 33% of our consolidated total revenues in the first quarter 2012, and provides a broad range of human capital services, as follows:

·Retirement specializes in global actuarial services, defined contribution consulting, investment consulting, tax and ERISA consulting, and pension administration.

·Compensation focuses on compensatory advisory/counsel including: compensation planning design, executive reward strategies, salary survey and benchmarking, market share studies and sales force effectiveness, with special expertise in the financial services and technology industries.

·Strategic Human Capital delivers advice to complex global organizations on talent, change and organizational effectiveness issues, including talent strategy and acquisition, executive on-boarding, performance management, leadership assessment and development, communication strategy, workforce training and change management.

·Benefits Administration applies our HR expertise primarily through defined benefit (pension), defined contribution (401(k)), and health and welfare administrative services. Our model replaces the resource-intensive processes once required to administer benefit plans with more efficient, effective, and less costly solutions.

·Human Resource Business Processing Outsourcing (“HR BPO”) provides market-leading solutions to manage employee data; administer benefits, payroll and other human resources processes; and record and manage talent, workforce and other core HR process transactions as well as other complementary services such as absence management, flexible spending, dependent audit and participant advocacy.

Beginning in late 2008, the disruption in the global credit markets and the deterioration of the financial markets created significant uncertainty in the marketplace. Weak economic conditions globally continued into first quarter 2012. The prolonged economic downturn is adversely impacting our clients’ financial condition and therefore the levels of business activities in the industries and geographies where we operate. While we believe that the majority of our practices are well positioned to manage through this time, these challenges are reducing demand for some of our services and putting continued pressure on pricing of those services, which is having an adverse effect on our new business and results of operations.

Revenue

Commissions, fees and other revenue for HR Solutions increased $30 million, or 3%, in the first quarter 2012 from 2011. This revenue increase was primarily driven by organic revenue growth of 3% in the first quarter 2012 related to new client wins.

Commissions, fees and other revenue were as follows (in millions):

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	Three months ended March 31,
	2012			2011
Consulting services	$	380		$	371
Outsourcing	568			552
Intrasegment	(3		)	(8		)
Total	$	945		$	915

Organic revenue growth for the first quarter 2012 is detailed in the following reconciliation:

Three months ended March 31, 2012	Percent Change		Less: Currency Impact		Less: Acquisitions, Divestitures & Other		Organic Revenue
Consulting services	2	%	(1	)%	2	%	1	%
Outsourcing	3		(1	)	1		3
Intrasegment	N/A		N/A		N/A		N/A
Total	3	%	(1	)%	—	%	4	%

Consulting services revenue increased $9 million, or 2%, for the first quarter due primarily to organic revenue growth of 1% for the first quarter driven by strong growth across our businesses in Asia and Compensation and investment consulting, partially offset by a decline in retirement consulting.

Outsourcing revenue increased $16 million, or 3%, for the first quarter due primarily to organic revenue growth of 3% due to new client wins in the HR BPO practice and healthcare exchanges, partially offset by a decline in benefits administration.

Operating Income

Operating income was $73 million, a decrease of $10 million, or 12%, from first quarter 2011.  This decrease was principally driven by higher intangible asset amortization costs. Operating margin in this segment was 7.7% in the first quarter, which is a decrease from 9.1% in 2011. The decrease in operating margin was driven primarily by investments in new growth opportunities in health care exchanges and HR BPO, anticipated pricing compression in our benefits administration business, unfavorable revenue mix shift, and the impact of higher intangible amortization costs related to the acquisition of Hewitt, offset by benefits from the Aon Hewitt Plan.

Unallocated Income and Expense

A reconciliation of our operating income to income from continuing operations before income taxes is as follows (in millions):

	Three months ended March 31,
	2012			2011
Operating income (loss):
Risk Solutions	$	366		$	347
HR Solutions	73			83
Unallocated	(37		)	(32		)
Operating income	402			398
Interest income	3			6
Interest expense	(59		)	(63		)
Other income	—			15
Income from continuing operations before income taxes	$	346		$	356

Unallocated operating expense

Unallocated operating expense includes corporate governance costs not allocated to the operating segments. Net unallocated expenses increased $5 million to $37 million in the first quarter 2012. The increase in the first quarter was driven by $3 million of costs related to the Redomestication in 2012.

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Interest income

Interest income consists primarily of income earned on our operating cash balances and other income-producing securities and does not include interest earned on funds held on behalf of clients. Interest income was $3 million during the three months ended March 31, 2012, a decrease of $3 million from the three months ended March 31, 2011, reflecting lower interest rates and cash balances.

Interest expense

Interest expense represents the cost of our worldwide debt obligations and decreased $4 million, or 6%, from the first quarter 2011, primarily as a result of lower average interest rates during the period.

Other Income

We did not recognize other income in the three months ended March 31, 2012 and recognized $15 million in the three months ended March 31, 2011. In the first quarter 2012, we recognized an $18 million loss due to the unfavorable impact of exchange rates on remeasurement of assets and liabilities in non-functional currencies, partially offset by realized gains on the sale of investments of $10 million and equity earnings of $5 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no changes in our critical accounting policies, which include revenue recognition, restructuring, pensions, goodwill and other intangible assets, contingencies, share-based payments, and income taxes, as discussed in our 2011 Annual Report on Form 10-K.

NEW ACCOUNTING PRONOUNCEMENTS

Note 2 “Accounting Principles and Practices” of the Notes to the Condensed Consolidated Financial Statements contains a discussion of recently issued accounting pronouncements and their impact or future potential impact on our financial results, if determinable.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This report contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations or forecasts of future events.  They use words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “potential,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.”  You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.  For example, we may use forward-looking statements when addressing topics such as:  market and industry conditions, including competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives; the outcome of contingencies; dividend policy; the expected impact of acquisitions and dispositions; pension obligations; cash flow and liquidity; future actions by regulators; and the impact of changes in accounting rules. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors that could impact results include:

·general economic conditions in different countries in which Aon does business around the world;

·changes in the competitive environment;

·changes in global equity and fixed income markets that could influence the return on invested assets;

·changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;

·rating agency actions that could affect our ability to borrow funds;

·fluctuations in exchange and interest rates that could impact revenue and expense;

·the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions and ERISA class actions;

·the impact of any investigations brought by regulatory authorities in the U.S., U.K. and other countries;

·the cost of resolution of other contingent liabilities and loss contingencies, including potential liabilities arising from errors and omission claims against us;

·failure to retain and attract qualified personnel;

·the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate, particularly given the global scope of our business and the possibility of conflicting regulatory requirements across jurisdictions in which we do business;

·the effect of the Redomestication on our operations and financial results, including the reaction of clients, employees and other constituents, compliance with applicable U.K. regulatory regimes or the failure to realize some or all of the anticipated benefits;

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·the extent to which we retain existing clients and attract new businesses and our ability to incentivize and retain key employees;

·the extent to which we manage certain risks created in connection with the various services, including fiduciary and advisory services, among others, that we currently provide, or will provide in the future, to clients;

·the possibility that the expected efficiencies and cost savings from the acquisition of Hewitt will not be realized, or will not be realized within the expected time period;

·the risk that the Hewitt businesses will not be integrated successfully;

·our ability to implement restructuring initiatives and other initiatives intended to yield cost savings, and the ability to achieve those cost savings;

·the potential of a system or network disruption resulting in operational interruption or improper disclosure of personal data;

·changes in commercial property and casualty markets and commercial premium rates that could impact revenues;

·any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws; and

·changes in costs or assumptions associated with our HR Solutions’ outsourcing and consulting arrangement that affect the profitability of these arrangements.

Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events or otherwise. Further information about factors that could materially affect Aon, including our results of operations and financial condition, is contained in the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to potential fluctuations in earnings, cash flows and the fair value of certain of our assets and liabilities due to changes in interest and foreign exchange rates. To manage the risk from these exposures, we enter into a variety of derivative instruments. We do not enter into derivatives or financial instruments for trading purposes.

We are subject to foreign exchange rate risk from translating the financial statements of our foreign subsidiaries into U.S. dollars. Our primary exposures are to the British pound, the Euro, the Canadian dollar, and the Australian dollar. We use over-the-counter (“OTC”) options and forward contracts to reduce the impact of foreign currency fluctuations on the translation of our foreign operations’ financial statements.

Additionally, some of our foreign brokerage subsidiaries receive revenues in currencies that differ from their functional currencies. Our U.K. subsidiary earns a portion of its revenue in U.S. dollars and Euros but most of its expenses are incurred in pounds sterling. Our policy is to convert into pounds sterling sufficient U.S. dollar and Euro revenue to fund the subsidiary’s pound sterling expenses using OTC options and forward exchange contracts. At March 31, 2012, we have hedged approximately 58% and 78% of our U.K. subsidiaries’ expected U.S. dollar and Euro transaction exposures for the next twelve months, respectively.  We do not generally hedge these exposures beyond three years.

The translated value of revenue and expense from our international brokerage operations are subject to fluctuations in foreign exchange rates. Diluted earnings per share were adversely impacted by approximately $0.01 in the first quarter 2012, related to translation losses. Adjusted diluted earnings per share, a non-GAAP measure as defined under the caption “Review of Consolidated Results”, were adversely impacted by approximately $0.02 in the first quarter related to translation losses.

We also use forward contracts to offset foreign exchange risk associated with foreign denominated inter-company notes.

Our income is affected by changes in international and domestic short-term interest rates. We monitor our net exposure to short-term interest rates and, as appropriate, hedge our exposure with various derivative financial instruments. This activity primarily relates to brokerage funds held on behalf of clients in the U.S. and on the continent of Europe. A decrease in global short-term interest rates adversely affects our income.

ITEM 4.   CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.  We have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this quarterly report of March 31, 2012.  Based on this

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evaluation, our chief executive officer and chief financial officer concluded as of March 31, 2012 that our disclosure controls and procedures were effective such that the information relating to Aon, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to Aon’s management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting.  No changes in Aon’s internal control over financial reporting (as defined in Rule 13a — 15(f) of the Exchange Act) occurred during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, Aon’s internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

See Note 15 (Commitments and Contingencies) to the Condensed Consolidated Financial Statements contained in Part I, Item 1, which is incorporated by reference herein.

ITEM 1A.  RISK FACTORS.

The risk factors set forth in Part 1, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011 reflect certain risks associated with existing and potential lines of business and contain “forward-looking statements” as discussed in Part I, Item 2 of this report. Readers should consider them in addition to the other information contained in this report as our business, financial condition or results of operations could be adversely affected if any of these risks actually occur.

On April 2, 2012, we completed the Redomestication, and Aon plc became the publicly held parent company of the Aon group.  These risk factors supersede the risk factors set forth under the heading “Risks Related to Our Proposed Reincorporation in the United Kingdom” and supplement to the other risk factors in our Annual Report on Form 10-K for the year ended December 31, 2011.

Risks Related to Our Reincorporation in the United Kingdom

The expected benefits of the Redomestication may not be realized.

There can be no assurance that all of the goals of the Redomestication will be achievable, particularly as the achievement of the benefits are in many important respects subject to factors that we do not control. These factors would include such things as the reactions of third parties with whom we enter into contracts and do business and the reactions of investors, analysts, and U.K. and U.S. taxing authorities.

While we expect that, as a result of the Redomestication, we will benefit from the U.K. dividend exemption system for certain non-U.K. source dividends repatriated to the U.K. thereby increasing our financial flexibility, we cannot be assured that the benefits we expect will be realized. In particular, U.K. or U.S. tax authorities may challenge our application and/or interpretation of relevant tax laws, regulations or treaties, valuations and methodologies or other supporting documentation, and, if they are successful in doing so, we may not experience the level of benefits we anticipate; or, we may be subject to adverse tax consequences. Even if we are successful in maintaining our positions, we may incur significant expense in contesting positions asserted or claims made by tax authorities, which may reduce the anticipated level of benefits.

Our effective tax rates and the benefits described herein are also subject to a variety of other factors, many of which are beyond our ability to control, such as changes in the rate of economic growth in the U.K. and the U.S., the financial performance of our business in various jurisdictions, currency exchange rate fluctuations (especially as between the British pound and the U.S. dollar), and significant changes in trade, monetary or fiscal policies of the U.K. or the U.S., including changes in interest rates. The impact of these factors, individually and in the aggregate, is difficult to predict, in part because the occurrence of the events or circumstances described in such factors may be (and, in fact, often seem to be) interrelated, and the impact to us of the occurrence of any one of these events or circumstances could be compounded or, alternatively, reduced, offset, or more than offset, by the occurrence of one or more of the other events or circumstances described in such factors.

We may be treated as a U.S. corporation for U.S. federal tax purposes.

Generally for U.S. federal tax purposes, a corporation is considered a tax resident in the place of its incorporation. Because we are incorporated under U.K. law, we should be a U.K. corporation and a U.K. tax resident under these general rules. However, Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the “Code”) generally provides that a corporation organized outside the U.S. which acquires substantially all of the assets of a corporation organized in the U.S. will be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal tax purposes if former shareholders of the acquired U.S. corporation own at least 80 percent (of either the voting power or the value) of the stock of the acquiring foreign corporation after the acquisition and the expanded affiliated group does not have “substantial business activities” in the country in which the acquiring foreign corporation is organized. Pursuant to the merger, we acquired directly or indirectly all of Aon Corporation’s assets, and after the merger former Aon Corporation stockholders hold 100 percent of the Company by reason of their stock ownership of Aon Corporation. As a result, our expanded affiliated group must have substantial business activities in the U.K. after the merger in order for the Company not to be treated as a U.S. corporation for U.S. federal tax purposes under Section 7874. There is no “safe harbor” or other guidance that confirms whether an expanded affiliated group’s business activities in a country of incorporation are deemed to be substantial. Therefore, it is possible that the Internal Revenue Service (“IRS”) could interpret the Section 7874 “anti-inversion” rules so as to treat the Company as a U.S. corporation after the consummation of the merger and that such an IRS position would be sustained in litigation. Moreover, the United States Congress, the IRS, the United Kingdom Parliament or U.K. tax authorities may enact new statutory or regulatory provisions that could adversely affect our status as a non-U.S. corporation or otherwise adversely affect our anticipated global tax position following the merger and any subsequent actions. Retroactive statutory or regulatory

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actions have occurred in the past, and there can be no assurance that any such provisions, if enacted or promulgated, would not have retroactive application to us, the merger or any subsequent actions.

Although we believe we should not be treated as a U.S. corporation for U.S. federal tax purposes under Section 7874, there is no certainty that the IRS will not assert a contrary position, in which case, we could become involved in a tax controversy with the IRS regarding possible additional U.S. tax liability. If we are unsuccessful in resolving any such tax controversy in our favor, we would likely not realize the tax savings we expect to achieve through reorganization.

HM. Revenue and Customs (“HMRC”) may disagree with our conclusions on the U.K. tax treatment of the merger, or relevant U.K. legislation may be subject to change.

We have obtained a ruling from HMRC in respect of the stamp duty and Stamp Duty Reserve Tax (“SDRT”) consequences of the merger and as a result believe that we have satisfied all stamp duty and SDRT payment and filing obligations in connection with the issuance of Class A Ordinary Shares issued in connection with the merger.

We have also obtained a ruling from HMRC that, following the merger, the “temporary period exemption” from the U.K.’s controlled foreign company rules will apply such that, subject to certain conditions and limitations based on our facts and circumstances, we will not be subject to tax on the profits of any controlled company that is resident in a foreign jurisdiction under the controlled foreign company (“CFC”) rules until 24 months after the end of the accounting period in which the merger occurs, subject to any changes of legislation. On March 29, 2012, the U.K. Government published the Finance (No 4) Bill, which proposed major reforms to the CFC rules for accounting periods beginning on or after January 1, 2013. The proposed transitional rules would preserve the temporary period exemption for exempt periods beginning before the new rules come into force. While HMRC cannot provide any assurance in respect of the application of legislation that has not been enacted, we are of the view based on the Government’s proposals and published draft legislation that the new CFC rules should not have a material adverse effect on our tax treatment in the U.K. if enacted in their current form. However, to the extent that the Finance (No 4) Bill is enacted in a form different to that currently proposed, this may result in additional corporation tax liabilities becoming payable following implementation of the revised legislation.

Further, if HMRC disagrees with our view of any issues in respect of which no ruling has been obtained, it may take the position that material U.K. corporation tax or SDRT liabilities or amounts on account thereof are payable by any one or more of these companies as a result of the reorganization, in which case we expect that we would contest such assessment. To contest such assessment, we may be required to remit cash or provide security of the amount in dispute, or such lesser amount as permitted under U.K. law and acceptable to HMRC, to prevent HMRC from seeking enforcement actions pending the dispute of such assessment. If we were unsuccessful in disputing the assessment, the implications could be materially adverse to us. To the extent that HMRC has not provided (and we have not requested) a ruling on the U.K. tax aspects of the merger, there can be no assurance that HMRC will agree with our interpretation of the U.K. tax aspects of the merger or any related matters associated therewith.

Our net income and cash flow would be reduced if we become subject to U.S. corporate income tax.

We and our other non-U.S. affiliates will conduct our operations in a manner intended to ensure that we and our non-U.S. affiliates do not engage in the conduct of a U.S. trade or business. However, and on the assumption that we are not treated as a U.S. corporation by virtue of Code Section 7874 described above if we or any of our non-U.S. affiliates is or are engaged in a trade or business in the U.S., we or our non-U.S. affiliates would be required to pay U.S. corporate income tax on income that is subject to the taxing jurisdiction of the U.S. If this occurs, our results of operations may be adversely affected. In any event, Aon Corporation and any U.S. subsidiaries will be subject to U.S. corporate income tax on any worldwide income of any such U.S. company, and Aon Corporation’s foreign subsidiaries may be subject to U.S. corporate income tax on income that is effectively connected with the conduct of a U.S. trade or business.

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The Redomestication may not allow us to maintain a competitive global tax rate.

We believe that the Redomestication should significantly improve our ability to maintain a competitive global tax rate because the U.K. has implemented a dividend exemption system that generally does not subject non-U.K. earnings to U.K. tax when such earnings are repatriated to the U.K. in the form of dividends from non-U.K. subsidiaries. This should allow us to optimize our capital allocation and deploy efficient fiscal structures. However, we cannot provide any assurances as to what our global tax rate will be after the Redomestication because of, among other things, uncertainty regarding the nature and extent of our business activities in any particular jurisdiction in the future and the tax laws of such jurisdictions, as well as changes in U.S. and other tax laws, treaties and regulations. Our actual global tax rate may vary from our expectation and that variance may be material. Additionally, the tax laws of the U.K. and other jurisdictions could change in the future, and such changes could cause a material change in our global tax rate.

We also could be subject to future audits conducted by foreign and domestic tax authorities, and the resolution of such audits could impact our tax rate in future periods, as would any reclassification or other matter (such as changes in applicable accounting rules) that increases the amounts we have provided for income taxes in our Consolidated Financial Statements. There can be no assurance that we would be successful in attempting to mitigate the adverse impacts resulting from any changes in law, audits and other matters. Our inability to mitigate the negative consequences of any changes in the law, audits and other matters could cause our global tax rate to increase and our results of operations to suffer.

The IRS may disagree with our conclusions on tax treatment of the merger.

We expect that the merger will not result in any material U.S. federal income tax liability to Aon Corporation or Aon plc. However, the IRS may disagree with our assessments of the effects or interpretation of the tax laws, treaties or regulations or their enforcement with respect to the merger. Nevertheless, even if our conclusions on the U.S. tax treatment of the merger to Aon Corporation and Aon plc do not ultimately prevail, we do not believe that a contrary treatment of the merger by the IRS would result in a material increase in U.S. taxes compared to our pre-merger U.S. tax position. In this event, however, we may not realize the expected tax benefits of the merger and our results of operations may be adversely affected in comparison to what they would have been if our conclusions had ultimately prevailed.

Negative publicity resulting from the merger could adversely affect our business and our share price.

Foreign reincorporations that have been undertaken by other companies have generated significant press coverage, much of which has been negative. In such situations, press coverage has been particularly negative where a company undertaking a proposed reincorporation has a historical connection to a particular U.S. locality or geographic region. Although Aon Corporation grew around the world to be a global leader in many of its businesses and has significant history in the U.K., Aon Corporation was founded in, and has historically been connected to, the Chicago, Illinois area.

Negative publicity generated by the Redomestication could cause our colleagues, particularly those in the United States, generally, and the Chicago area, in particular, to perceive uncertainty regarding future opportunities available to them. In addition, negative publicity could cause some of our clients to be reluctant to do business with us. Either of these events could have a significant adverse impact on our business. Negative publicity could also cause some of our shareholders to sell our shares or decrease the demand for new investors to purchase our shares, which could have an adverse impact on our shares price.

As a result of increased shareholder approval requirements, we have less flexibility as an English public limited company than as a Delaware corporation with respect to certain aspects of capital management.

Under Delaware law, directors may generally issue, without further shareholder approval, any shares authorized in a company’s certificate of incorporation that are not already issued or reserved. Delaware law also provides substantial flexibility in establishing the terms of preferred shares. However, English law provides that a board of directors may only allot shares with the prior authorization of shareholders, such authorization being up to the aggregate nominal amount of shares and for a maximum period of five years, each as specified in the articles of

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association or relevant shareholder resolution. This authorization would need to be renewed by our shareholders upon its expiration (i.e., at least every five years). Our articles of association authorize the allotment of additional shares, and renewal of such authorization for additional five year terms may be sought more frequently.

English law also generally provides shareholders with preemptive rights when new shares are issued for cash; however, it is possible for the articles of association, or shareholders in general meeting, to exclude preemptive rights. Such an exclusion of preemptive rights may be for a maximum period of up to five years from the date of adoption of the articles of association, if the exclusion is contained in the articles of association, or from the date of the shareholder resolution, if the exclusion is by shareholder resolution; in either case, this exclusion would need to be renewed upon its expiration (i.e., at least every five years). Our articles of association exclude preemptive rights, and renewal of such exclusion for additional five year terms may be sought more frequently.

English law also generally prohibits a company from repurchasing its own shares by way of “off market purchases” without the prior approval of 75 percent of shareholders by special resolution. Such approval lasts for a maximum period of up to five years. English law prohibits us from conducting “on market purchases” as our shares are not traded on a recognized investment exchange in the U.K. Special resolutions were adopted to permit “off market purchases” prior to the effective time of the merger. These special resolutions will need to be renewed upon expiration (i.e., at least every five years) but may be sought more frequently for additional five year terms.

The enforcement of civil liabilities against us may be more difficult.

Because we are a public limited company incorporated under English law, investors could experience more difficulty enforcing judgments obtained against us in U.S. courts than would have been the case for U.S. judgments obtained against Aon Corporation. In addition, it may be more difficult (or impossible) to bring some types of claims against us in courts in England than it would be to bring similar claims against a U.S. company in a U.S. court.

We are a public limited company incorporated under the laws of England and Wales. Therefore, it may not be possible to effect service of process upon us within the United States in order to enforce judgments of U.S. courts against us based on the civil liability provisions of the U.S. federal securities laws.

There is doubt as to the enforceability in England and Wales, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities solely based on the U.S. federal securities laws. The English courts will, however, treat any amount payable by us under the U.S. judgment as a debt and new proceedings can be commenced in the English courts to enforce this debt against us. The following criteria must be satisfied in order for the English court to enforce the debt created by the U.S. judgment:

·      the U.S. judgment must be for a debt or definite sum of money;

·      the U.S. judgment must be final and conclusive;

·      the U.S. court must, in the circumstances of the case, have had  jurisdiction according to the English rules of private international law;

·      the U.S. judgment must not have been obtained by fraud;

·      the enforcement of the U.S. judgment must not be contrary to U.K. public policy; and

·      the proceedings in which the U.S. judgment was obtained must not have been conducted contrary to the rules of natural justice.

The market for Class A Ordinary Shares may differ from the market for Aon Corporation shares.

Although the Class A Ordinary Shares are listed on the NYSE under the symbol “AON,” which is the same symbol under which shares of Aon Corporation were listed, the market prices, trading volume and volatility of the Class A Ordinary Shares could be different from those of the Aon Corporation shares.

Transfers of the Class A Ordinary Shares may be subject to stamp duty or SDRT in the U.K., which would increase the cost of dealing in the Class A Ordinary Shares as compared to the Aon Corporation shares.

Stamp duty and/or SDRT are imposed in the U.K. on certain transfers of chargeable securities (which include shares in companies incorporated in the U.K.) at a rate of 0.5 percent of the consideration paid for the transfer. Certain transfers of shares to depositaries or into clearance systems are charged at a higher rate of 1.5 percent.

You are strongly encouraged to hold your Class A Ordinary Shares in book entry form through the facilities of DTC. Transfers of shares held in book entry form through DTC will not attract a charge to stamp duty or SDRT in the U.K. A transfer of title in the shares from within the DTC system out of DTC and any subsequent transfers that occur entirely outside the DTC system will attract a charge to stamp duty at a rate of 0.5 percent of any consideration, which is payable by the transferee of the shares. Any such duty must be paid (and the relevant transfer document stamped by HMRC) before the transfer can be registered in the books of Aon UK. If those shares are redeposited into DTC, the redeposit will attract stamp duty or SDRT at a rate of 1.5 percent of the value of the shares.

We have put in place arrangements to require that shares held in certificated form cannot be transferred into the DTC system until the transferor of the shares has first delivered the shares to a depository specified by us

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so that SDRT may be collected in connection with the initial delivery to the depository. Any such shares will be evidenced by a receipt issued by the depository. Before the transfer can be registered in our books, the transferor will also be required to put in the depository funds to settle the resultant liability to SDRT, which will be charged at a rate of 1.5 percent of the value of the shares.

Following the decision of the First Tier Tribunal (Tax Chamber) in HSBC Holdings plc, The Bank of New York Mellon Corporation v HMRC 2012 UKFTT 163 (TC) and the announcement by HMRC that it will not seek to appeal the decision, HMRC is no longer enforcing the charge to SDRT on the issue of shares into either EU or non-EU depository receipt or clearance systems. It is possible that the UK government may change the law in relation to stamp duty and SDRT in response to this decision, and that this would have a material effect on the cost of dealing in our shares.

If the Class A Ordinary Shares are not eligible for continued deposit and clearing within the facilities of DTC, then transactions in our securities may be disrupted.

The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. We believe that prior to the merger approximately 99% of the outstanding shares of common stock of Aon Corporation were held within the DTC system. The Class A Ordinary Shares of Aon plc are, at present, eligible for deposit and clearing within the DTC system. In connection with the closing of the merger, we entered into arrangements with DTC whereby we agreed to indemnify DTC for any stamp duty and/or SDRT that may be assessed upon it as a result of its service as a depository and clearing agency for our Class A Ordinary Shares. In addition, we have obtained a ruling from HMRC in respect of the stamp duty and SDRT consequences of the reorganization, and SDRT has been paid in accordance with the terms of this ruling in respect of the deposit of Class A Ordinary Shares with the initial depository. DTC will generally have discretion to cease to act as a depository and clearing agency for the Class A Ordinary Shares. If DTC determines at any time that the Class A Ordinary Shares are not eligible for continued deposit and clearance within its facilities, then we believe the Class A Ordinary Shares would not be eligible for continued listing on a U.S. securities exchange or inclusion in the S&P 500 and trading in the Class A Ordinary Shares would be disrupted. While we would pursue alternative arrangements to preserve our listing and maintain trading, any such disruption could have a material adverse effect on the trading price of the Class A Ordinary Shares.

We expect to incur transaction costs in connection with the completion of the Redomestication.

We plan to examine various potential transactions for the further repositioning of our organizational structure and certain of our subsidiaries. We refer to these activities and transactions as “subsequent actions.” Aon Corporation could recognize gain, and be subject to U.S. federal income tax on any such gain, as a result of one or more of these transactions. The amount of income taxes incurred in connection with any transactions will depend on a

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number of factors. Based on information currently available, we do not expect any transactions to have a significant impact on our reported income tax expense.

We are also reevaluating the ability to realize our deferred tax assets related to U.S. operations under our new Aon plc corporate structure and we may recognize a non-cash, deferred tax expense upon the conclusion of this evaluation. Based on information currently available, we do not expect the additional deferred tax expense, if any, to be significant.

The Redomestication will result in additional ongoing costs to us.

The Redomestication will result in an increase in some of our ongoing expenses and require us to incur some new expenses. Some costs, including those related to employees in our U.K. offices and holding board meetings in the U.K., are expected to be higher than would be the case if our principal executive offices were not relocated to the U.K.. We also expect to incur new expenses, including professional fees and SDRT in connection with settlement of equity-based awards under our stock or share incentive plans, to comply with U.K. corporate and tax laws.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)  None.

(b)  None.

(c)  Issuer Purchases of Equity Securities.

The following information relates to the repurchase of equity securities by Aon or any affiliated purchaser during each month within the first quarter of 2012:

Period	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)  (2)
1/1/12 — 1/31/12	—	$	—	—	$	1,186,934,206
2/1/12 — 2/29/12	2,068,702	48.32		2,068,702	1,086,978,127
3/1/12 — 3/31/12	—	—		—	1,086,978,127
Total	2,068,702	$	48.32	2,068,702	1,086,978,127

(1)Does not include commissions paid to repurchase shares.

(2)In January 2010, our Board of Directors authorized a new share repurchase program under which up to $2 billion of common stock were authorized to be repurchased from time to time depending on market conditions or other factors through open market or privately negotiated transactions.  In the first three months of 2012, we repurchased 2.1 million shares through this program through the open market or in privately negotiated transactions.  As a result of the Redomestication, the 2010 share Repurchase Plan, which related to common stock of Aon Corporation, was no longer of effect. In April 2012, our Board of Directors authorized a share repurchase program under which up to $5 billion of Class A Ordinary Shares may be repurchased.  Under this program, shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions, and will be funded from available capital.

ITEM 6.EXHIBITS

Exhibits — The exhibits filed with this report are listed on the attached Exhibit Index.

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SIGNATURE

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 thereunto duly authorized.

	Aon plc
	(Registrant)
May 8, 2012	By:	/s/ Laurel Meissner
	LAUREL MEISSNER
	SENIOR VICE PRESIDENT AND
	GLOBAL CONTROLLER
	(Principal Accounting Officer and duly authorized officer of Registrant)

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Exhibit Index

ExhibitNumber	Description of Exhibit
2.1	Agreement and Plan of Merger and Reorganization by and among Aon Corporation and Market Mergeco Inc. dated January 12, 2012 — incorporated by reference to Annex A to the Registration Statement on Form S-4/A (File No. 333-178991) filed by Aon Global Limited on February 6, 2012
2.2	Amendment No. 1 to Merger Agreement, dated as of March 12, 2012, between Aon Corporation and Market Mergeco Inc. — incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on March 12, 2012
10.1#	International Assignment Letter with Gregory C. Case, dated January 12, 2012 — incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 13, 2012
10.2#	Amendment, effective as of March 27, 2012, to Employment Agreement between Aon Corporation and Christa Davies dated as of October 3, 2007 — incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 30, 2012
10.3#	Change in Control Agreement, entered into as of March 27, 2012, between Aon Corporation and Christa Davies — incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 30, 2012
10.4#	International Assignment Letter with Christa Davies, dated January 12, 2012 — incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 13, 2012
10.5#	International Assignment Letter with Stephen P. McGill, dated January 12, 2012 — incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on January 13, 2012
10.6#	International Assignment Letter with Michael J. O’Connor, dated January 12, 2012 — incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 13, 2012
10.7#	Separation Agreement effective as of February 13, 2012, between Aon Corporation and Baljit Dail — incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 14, 2012
10.8#	Employment Agreement dated as of September 30, 2010 between Aon Corporation and Kristi Savacool.
10.9#	Amendment to Employment Agreement dated as of May 16, 2011 between Aon Corporation and Kristi Savacool
10.10#	Employment Agreement, dated and effective as of March 27, 2012, between Aon Corporation and Gregory J. Besio — incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 30, 2012
10.11#	Change in Control Agreement, entered into as of March 27, 2012, between Aon Corporation and Gregory J. Besio — incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 30, 2012
10.12#	International Assignment Letter dated as of January 12, 2012 between Aon Corporation and Gregory J. Besio
10.13#	Aon Corporation Leadership Performance Program for 2012-2014.
10.14	$400,000,000 Five-Year Credit Agreement dated as of March 20, 2012 among Aon Corporation, as borrower, the lenders party thereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents, The Royal Bank of Scotland Plc and Wells Fargo Bank, National Association, as documentation agents and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner and Smith Incorporated, as joint lead arrangers and joint book managers — incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 21, 2012
10.15#	Form of Change in Control Agreement
10.16#	Senior Executive Incentive Compensation Plan
12.1	Statement regarding Computation of Ratio of Earnings to Fixed Charges.
31.1	Certification of CEO.
31.2	Certification of CFO.
32.1	Certification of CEO Pursuant to section 1350 of Title 18 of the United States Code.
32.2	Certification of CFO Pursuant to section 1350 of Title 18 of the United States Code.
101	Interactive Data Files. The following materials are filed electronically with this Quarterly Report on Form 10-Q:
	101.INS XBRL Report Instance Document
	101.SCH XBRL Taxonomy Extension Schema Document
	101.CAL XBRL Taxonomy Calculation Linkbase Document
	101.DEF XBRL Taxonomy Definition Linkbase Document
	101.PRE XBRL Taxonomy Presentation Linkbase Document
	101.LAB XBRL Taxonomy Calculation Linkbase Document

# Indicates a management contract or compensatory plan or arrangement.

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EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into on September 30, 2010 between Aon Corporation, a Delaware corporation (the “Company”), and Kristi Savacool (the “Executive”).

WHEREAS, contingent and effective upon the closing of the merger of Hewitt Associates with Aon Corporation (the closing date being the “Effective Date” hereof), the Company desires to employ the Executive, and the Executive desires to serve and to be employed by the Company, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1.Employment Term; Title; Responsibilities; Outside Activities.

(a)Employment Term; Title.  The Company, through its subsidiary, Aon Hewitt, or such other name as the subsidiary may have from time to time (“Aon Hewitt”), will employ the Executive as its Chief Executive Officer, Benefits Administration, or in a comparable senior executive capacity as determined  by the Chairman and Chief Executive Officer of Aon Hewitt (the “CEO”), for a term (the “Term of Employment”) beginning on the Effective Date and ending on the fifth anniversary thereof, unless renewed pursuant to Section 3 hereof, or terminated during the Term of Employment as fully set forth in Section 3.

(b)Responsibilities.  The Executive will report to the CEO, but it will not be a breach of this Agreement if the CEO changes the Executive’s reporting structure so long as the Executive continues in a line role and is not more than two reporting levels below the Chief Executive Officer of Aon Corporation. The Executive will have the authority and responsibility consistent with the position in which she will serve.  The Executive will also perform such other duties (not inconsistent with the Executive’s title) on behalf of the Company and its subsidiaries as may from time to time be authorized or directed by the CEO.

(c)Outside Activities.  The Executive may engage in charitable, civic or community activities and, with the prior approval of the CEO, may serve as a director of any other business corporation, provided that (i) such activities or service do not interfere with the Executive’s duties hereunder or violate the terms of any of the covenants contained in Sections 6, 7 or 8 hereof and (ii) such other business corporation provides the Executive with director and officer insurance coverage which, in the opinion of the Company, is adequate under the circumstances.

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2.Compensation during Term of Employment.

(a)Base Salary.  During the Term of Employment, the Company will pay to the Executive a base salary at the rate of $600,000 per year (“Base Salary”), payable semi-monthly in accordance with the Company’s executive payroll policy.  Such Base Salary will be reviewed annually on the Company’s regular executive salary review schedule, and will be subject to increase (but not decrease) at the discretion of the CEO and the Organization and Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), which increased amount will be thereafter the Executive’s “Base Salary” for all purposes hereunder.

(b)Annual Incentive Compensation.  The Executive will be eligible to participate in the annual incentive compensation program for the Company’s senior executives in accordance with the provisions of such program, as amended from time to time.  Under the terms of the current program, the Executive’s target bonus will be 100% of the Executive’s Base Salary in effect at the end of such year and the maximum bonus will be 300% of the Executive’s Base Salary; provided, however, that for the period beginning on the Effective Date and extending through calendar year 2011 only, the Executive’s target bonus shall be $750,000 and her actual bonus amount shall not be less than $750,000. The Executive acknowledges and agrees that the annual incentive compensation awards earned hereunder will be subject to payment pursuant to and in accordance with the Aon Incentive Stock Program, payable in a combination of cash and restricted stock units of Aon Corporation common stock (“RSUs”), if applicable.

(c)Long-Term Incentive Compensation.  The Executive will be eligible to participate in the long-term incentive compensation programs for the Company’s senior executives in accordance with the provisions of such programs, as amended from time to time. Notwithstanding the foregoing, the Executive will be eligible to receive the following specific long-term incentive compensation awards:

(i)Award Pursuant to Leadership Performance Program.  Subject to the approval of the Organization and Compensation Committee of the Company’s board of directors (the “Compensation Committee”), which approval shall be sought in or around March 2011, the Executive will receive an equity-based award pursuant to the Company’s Leadership Performance Program, a sub-plan of the Aon Stock Incentive Plan, or any successor plan.  It is intended that such award will be granted for a three-year performance period beginning January 1, 2011 and ending December 31, 2013, and will be governed by the terms and conditions of such program, which will include pro-rata vesting upon termination of employment by the Company for any reason other than cause; provided, however, that (i) in the case of the Executive’s award under this program the award will also vest pro-rata upon the Executive’s voluntary termination of employment prior to the third anniversary of the Effective Date hereof and (ii) the restrictive covenants set forth herein shall apply to such award.  Any discrepancies between the prior

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sentence of this Section 2(c)(i) and the award agreement shall be resolved in favor of the terms of the prior sentence in this Section 2(c)(i). The Company will propose an award having a grant date target value of $1 million.  Subject to the approval of the Compensation Committee in the first quarter of 2012, management will propose a similar equity-based award having a grant date target value of $1 million under the Company’s Leadership Performance Program, or any successor plan. The Executive will be eligible to receive awards under the program or successor program(s) for future performance periods in accordance with the terms and conditions generally applicable to similarly-situated executives.

(ii)Award Pursuant to Aon Hewitt Performance Program.  Subject to the approval of the Compensation Committee, which approval shall be sought in or around March 2011, the Executive will receive an equity-based award pursuant to a performance program to be established for Aon Hewitt as a sub-plan of the Aon Stock Incentive Plan, or any successor plan.  It is intended that such award will be granted for a three-year performance period beginning January 1, 2011 and ending December 31, 2013, and will be governed by the terms and conditions of such program, which will include pro-rata vesting upon termination of employment by the Company for any reason other than cause; provided, however, that in the case of the Executive’s award under this program the award will also vest pro-rata upon the Executive’s voluntary termination of employment prior to the third anniversary of the Effective Date hereof.  The Company will propose an award having a grant date target value of $1 million.

(iii)Company’s Duty to Cure.  In the event that the equity-based awards that the Company proposes pursuant to items (i) and (ii) of this Section 2(c) are not approved and granted on or before the end of March of 2011 or 2012, as applicable, then by June 30 of the year in which such awards are not approved, the Company shall provide the Executive with cash payments in lieu thereof as described in this item.  On each date that was contemplated to be a vesting date of any such award, the Company will pay the Executive an amount equal to the sum of (A) the closing price of Aon common stock on the intended vesting date for such award as reported by the New York Stock Exchange, multiplied by (B) the number of RSUs or PSUs or other equity-based award that the Company failed to grant that would have vested on the intended vesting date.

(d)Transition Stock.  As of the Effective Date, the Executive will be granted a fully vested restricted stock unit award of shares of common stock of the Company (“Transition RSUs”) pursuant to the 2001 Aon Stock Incentive Plan, as amended from time to time (the

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“Stock Plan”).  The Transition RSUs will have an aggregate grant date value of one million eight hundred thousand dollars ($1,800,000) and will be subject to such terms and conditions and in such form as the restricted stock unit award agreement attached hereto as Appendix A.  The Transition RSUs (and any dividend equivalents credited with respect to the Transition RSUs) shall not be subject to any forfeiture or “clawback” provision.  Any discrepancies between the prior sentence of this Section 2(d), the restricted stock unit award agreement and the Stock Plan shall be resolved in favor of the terms of the prior sentence of this Section 2(d).

(e)Change in Control Protection.  As soon as practicable following the Effective Date, the Compensation Committee will recommend to the full board of directors that participation in the Company’s Executive Special Severance Plan be extended to the Executive on the same terms and conditions as such protection is provided to similarly-situated executives.

(f)Employee Benefits.  During the course of employment, the Executive will be entitled to participate in the Company’s employee benefit plans generally available to senior executives of the Company.  Nothing in this Agreement will require the Company to establish, maintain or continue any of the benefits already in existence or hereafter adopted for executives of the Company and nothing in this Agreement will restrict the right of the Company to amend, modify or terminate such programs.  In addition, the Company shall provide Executive with a one-time allowance of twenty thousand dollars ($20,000) for professional services relating to her employment will be payable upon submission of any invoices for such services.  The Company shall also provide Executive with continued participation in the United Airlines Global Services Program for as long as the Company maintains that program at its current participation level.

(g)Vacation Time.  The Executive will be entitled to paid vacation time in accordance with usual Company policies and procedures. The Company will not pay the Executive any additional compensation for any vacation time not used by the Executive except as required by law, provided, however, that the Company shall pay Executive for all accrued and unused paid time off (PTO) accumulated with Hewitt Associates or it successor as of the end of calendar year 2010.  Payment for Executive’s PTO shall be made at the same time and in the same form as the Company pays PTO to all employees with PTO accumulated as an employee of Hewitt Associates.

(h)Expense Reimbursement.  In accordance with Company policies and procedures and on prescribed Company forms, the Company will reimburse the Executive for all proper expenses incurred by the Executive in the performance of her duties hereunder.

3.Renewal; Termination.

(a)Renewal.  This Agreement may be renewed upon (i) the issuance by the Company of a notice of renewal (“Notice of Renewal”) to the Executive at least six (6) months prior to the end date of the Term of Employment or any renewal period thereof and (ii) the written

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acceptance of the Notice of Renewal by the Executive within (60) days thereafter.  If the Company does not issue a notice of renewal, then, unless the parties have otherwise agreed in writing to continue Executive’s employment at the expiration of the Term of Employment or any renewal period thereof, the nonrenewal shall be a termination of the Agreement and Executive’s employment without cause under Section 3(b)(ii) below.

(b)Termination.

(i)Death or Disability.  This Agreement will be terminated immediately upon the death or total disability of the Executive (as defined under the Aon Long Term Disability Plan or such other Company-sponsored disability plan that applies to the Executive) or in the event that the Executive becomes otherwise disabled through any illness, injury, accident or condition of either a physical or psychological nature so as to be unable to perform substantially all of the Executive’s duties and responsibilities for one hundred eighty (180) consecutive calendar days; provided, however, in addition to the other amounts expressly provided herein, (A) in the event of the Executive’s death during the Term of Employment the Company will pay to the Executive’s estate an amount equal to the Base Salary for the remainder of the Term of Employment in accordance with the Company’s normal payroll schedule, reduced by the amount of any benefit paid under any individual or group life insurance policy maintained by the Company for the benefit of the Executive, and (B) in the event of the Executive’s total disability (i) an amount equal to the Base Salary will be paid for the remainder of the Term of Employment in accordance with the Company’s normal payroll schedule, reduced by the amount of any benefit payable under any disability insurance policy maintained by the Company for the benefit of the Executive, plus (ii) a pro rata bonus for the year in which such termination of employment occurs equal to the total value of the bonus (i.e. cash portion plus RSU portion) paid to the Executive for the year prior to the year of termination multiplied by the ratio of the number of days the Executive was employed during the year of termination divided by 365.

(ii)Without Cause or for Good Reason.   This Agreement may be terminated by the Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company, or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company, or by the Executive for Good Reason.  The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”).  If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”), plus a pro rata bonus for the year in which such termination of employment occurs equal to the total value of the bonus (i.e. cash portion plus RSU portion) paid to the Executive for the year prior to the year of termination multiplied by the ratio of the number of

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days the Executive was employed during the year of termination divided by 365.. This payment will be made as soon as possible, but no later than 30 days following the Notice Date.  In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein, the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date.  On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date.  Furthermore, all RSUs shall fully vest upon termination of employment under this section, if not already vested, and all other equity-based awards (or cash equivalents, as applicable) vested as of the Notice Date shall remain vested until paid and, if such awards have not fully vested as of the Notice Date, an additional 12 months of vesting (or such shorter period if the Notice Period is less than 12 months or a shorter period is needed to fully vest the awards) shall apply.

As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities or reporting structure of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) a change by the Company in the location at which the Executive is required to perform her principal duties hereunder to offices that are not located in the Chicago greater metropolitan area. For the avoidance of doubt, the parties hereto agree that Hewitt’s Lincolnshire, Illinois offices are within the Chicago greater metropolitan area.

Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date and making payment or providing benefits thereafter.

In the event the Executive terminates this Agreement without cause or Good Reason, the Company will be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such termination, the pro-rata vesting of the equity awards or the cash equivalent described in Sections 2(c), and the settlement of those awards and any other equity-based awards, including RSUs, in accordance with the terms of those awards.

(iii)For Cause.  The Company may at any time during the initial Term of Employment and during any renewals thereof, terminate this Agreement for

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“cause”, effective immediately by written notice of termination given to the Executive setting forth the basis for such termination.  For the purposes of this Agreement, “cause” will mean the Executive has knowingly and willfully engaged in any of the following:  (A) performing an act of dishonesty, fraud, theft, embezzlement, or misappropriation involving the Executive’s employment with the Company, or breach of the duty of loyalty to the Company; (B) performing an act of race, sex, national origin, religion, disability, or age-based discrimination, or sexual harassment, which after investigation, counsel to the Company reasonably concludes will result in liability being imposed on the Company and/or the Executive; (C) material violation of the Company’s written  policies and procedures including, but not limited to, the Aon Code of Business Conduct and the Aon Code of Ethics; (D) material non-compliance with the terms of this Agreement, including but not limited to Sections 4 and 6;  or (E) admission or conviction of, or a plea of nolo contendere, to a felony or any crime involving moral turpitude or misrepresentation.

In the event of a termination for “cause,” the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such termination the pro-rata vesting of the equity awards or the cash equivalent described in Section 2(c), and the settlement of those awards and any other equity-based awards, including RSUs, in accordance with the terms of those awards.

(iv)As of the effective date of termination, the Executive agrees that the Secretary of the Company may, as an irrevocable proxy and in the Executive’s name and stead, execute all documents and things which the Company deems necessary and desirable to effect the Executive’s resignation as an officer or director of the Company and its subsidiaries and affiliates.

(v)Upon the effective date of termination, or other expiration of this Agreement, the obligations of the parties under this Agreement, other than the Executive’s obligations under Sections 3(c), 4, 5, 6, and 8(e), will cease; provided further that any other provision which contemplates performance or observance by either or both parties subsequent to any termination of this Agreement will survive any termination of this Agreement and continue in full force and effect.

(vi)Any agreement herein by the Company to continue to pay Base Salary or any other benefits after the termination of employment will be reduced by any benefits provided by the Aon Severance Plan, provided such reduction does not subject the Executive to additional tax under Code Section 409A, as defined below.

(vii)For purposes of this Agreement, the terms “retirement,” “termination of employment,” “terminated,” “termination,” “this Agreement will be terminated” and variations thereof, as used in this Agreement, are intended to mean a

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termination of employment that constitutes a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”).

(c)The Executive agrees that the Company may advise any prospective new employer of the Executive in the insurance brokerage, reinsurance brokerage, employee benefits, or human resources outsourcing businesses of the existence and terms of this Agreement and furnish the prospective new employer with a copy of this Agreement.

4.Noncompetition; Nonsolicitation.

(a)General.  The Executive acknowledges that in the course of her employment with the Company, and any predecessor company or affiliated company, the Executive has and will become familiar with trade secrets and other confidential information concerning the Company and its subsidiaries and that the Executive’s services will be of special, unique and extraordinary value to the Company and its affiliates.

(b)Noncompetition.

(i)The Executive agrees that during the Term of Employment and for a period of two years beginning on the date of the Executive’s disability termination in accordance with Section 3(b)(i) or the date on which a notice of termination is provided in accordance with Section 3(b)(ii) or (iii) (the “Noncompetition Period”) the Executive will not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise or otherwise, (x) engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in the business of insurance brokerage, reinsurance brokerage, employee benefits brokerage or benefits and human resources consulting and administration (the “Specified Businesses”) provided that such Specified Business represents, or is reasonably expected to represent, the greater of $400 million dollars or at least 55% of the business’ annual gross revenue, respectively, in the fiscal year prior to the Executive becoming affiliated with such entity or in the fiscal year of such affiliation (the “Limits”) or (y) provide services to (A) a Listed Major Competitor (as defined below) ,or a successor in interest to all or substantially all of the assets of a Listed Major Competitor, within a business unit or division that engages in a Specified Business or would be a Specified Business if the definition of “Specified Business” included human resources business process outsourcing services or (B) any business (or an entity owning such business) which is spun-off or otherwise disposed of by a Listed Major Competitor if (I) such spun-off or otherwise disposed business is a Specified Business or would be a Specified Business if the definition of “Specified Business” included human resources business process outsourcing services and (II) the Limits are satisfied, with the Limits being  calculated based

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only on the spun-off or otherwise disposed business.  Service to a business unit or division of a Major Listed Competitor that is not a business unit or division described in (A) above shall not be a violation of this Section 4(b).  This restriction will apply in any geographic area in which the Company or any of its subsidiaries is then conducting such business.

(ii)Without limiting the generality of the foregoing prohibition, the following businesses are the “Listed Major Competitors”: Marsh & McLennan Companies, Inc.; Willis Group Holdings Limited; Towers Watson & Co.; the Hay Group; Xerox Corporation; Fidelity Investments; Accenture plc; International Business Machines Corporation; and any entity that satisfies the criteria in the following sentence.  A Listed Major Competitor shall also include any entity that is involved in human resources business process outsourcing services (x) in which more than 50% of the voting power to elect directors is owned by private equity funds, directly or indirectly, and (y) that has indicated (by words or actions) that its intent is to become a significant competitor to the Company with respect to human resources business process outsourcing services generally.

(iii)For purposes of this Section 4(b), (x) “benefits and human resources administration” means providing recordkeeping services to and for retirement plans and health and other welfare benefit plans; (y) “benefits and human resources consulting” means providing consulting or actuarial services to clients in their capacity as employers and/or sponsors of retirement plans and health and other welfare plans but shall not include management consulting services; and (z) neither payroll services nor outsourcing services (other than the aforesaid recordkeeping or consulting to employers and/or sponsors as to selection of vendors) shall be within the meaning of “benefits and human resources consulting and administration.”

(iv)Furthermore, in calculating the Limits, any entity’s revenues from sub-segments of a segment of a business that competes with sub-segments of a segment of the Company that represents less than 10% of the revenues of Aon Hewitt in the fiscal year prior to the termination of the Executive’s employment with the Company (consolidating such revenues of the prior entities for determinations made prior to January 1, 2012) shall not be considered as revenues of the Specified Businesses.

(c)Nonsolicitation.  The Executive further agrees that during the Noncompetition Period the Executive will not in any manner, directly or indirectly, induce or attempt to induce any employee of the Company or any of its subsidiaries to terminate or abandon his employment with the Company for any purpose whatsoever.

(d)Exceptions.  Nothing in this Section 4 will prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than two percent of the outstanding stock of any class of a corporation, any securities

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of which are publicly traded, so long as the Executive has no active participation in the business of such corporation.

(e)Reformation.  If, at any time of enforcement of this Section 4, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances will be substituted for the stated period, scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.  This Agreement will not authorize a court to increase or broaden any of the restrictions in this Section 4.

(f)Consideration; Breach.  The Company and the Executive agree that the payments to be made, and the benefits to be provided, by the Company to the Executive pursuant to Section 3 hereof will be made and provided in consideration of the Executive’s agreements contained in Section 4 hereof.  In the event that the Company determines that the Executive has committed a material breach of any provision of Section 4 hereof, on written notice to the Executive setting forth the basis for such determination, the Company will be entitled immediately to terminate making all remaining payments and providing all remaining benefits pursuant to Section 3 hereof and upon such termination the Company will have no further liability to the Executive under this Agreement; provided, however, that if a court of law determines that no such material breach occurred, the Company will be obligated to make such payments in a timely manner.

5.Company’s Right to Injunctive Relief.

The Executive acknowledges that a breach of Section 4 and 6 of this Agreement will result in irreparable and continuing harm to the Company and that therefore, in addition to any other remedy which the Company may have at law or in equity, the Company will be entitled to injunctive relief for a breach of this Agreement by the Executive.

6.Trade Secrets and Confidential Information; Inventions.

(a)Trade Secrets and Confidential Information.  The Executive acknowledges that the Company’s business depends to a significant degree upon the possession of information which is not generally known to others, and that the profitability of the business of the Company requires that this information remain proprietary to the Company.

The Executive will not, except as required in the course of employment by the Company, disclose or use during or subsequent to the course of employment, any trade secrets or confidential or proprietary information relating to the business of the Company of which the Executive becomes aware by reason of being employed by the Company or to which the Executive gains access during her employment by the Company and which has not been

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publicly disclosed (other than by the Executive in breach of this provision).  Such information includes client and customer lists, data, records, computer programs, manuals, processes, methods and intangible rights which are either developed by the Executive during the course of employment or to which the Executive has access.  All records and equipment and other materials relating in any way to any confidential information relating to clients or to the business of the Company or any of its affiliates, including Aon Hewitt, will be and remain the sole property of the Company during and after the end of employment.

Upon termination of employment, the Executive will promptly return to the Company all materials and all copies or tangible embodiments of materials involving any confidential information in the Executive’s possession or control.

(b)           Inventions.  The Executive hereby assigns to the Company her entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas writings and copyrightable material, which may be conceived by the Executive or developed or acquired by the Executive during the Term of Employment, which may pertain directly or indirectly to the business of the Company or any of its affiliates, parent companies, or subsidiaries. The Executive agrees to disclose fully all such developments to the Company upon its request, which disclosure will be made in writing promptly following any such request. The Executive will upon the Company’s request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its affiliates, parent companies, or subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks, and copyrights in all countries.

7.               Directors & Officers Insurance.  The Company will maintain, for the benefit of the Executive, director and officer liability insurance in form at least as comprehensive as, and in an amount that is at least equal to, that maintained by the Company for any other officer or director.  In addition, the Company shall to the maximum extent  permitted by law and its Articles of Incorporation hold harmless, indemnify and defend Executive and advance defense expenses to the Executive.

8.               Mergers and Consolidations; Assignability.

The rights and obligations under this Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns so long as any assignee, successor or transferee of the Company has provided an express written and unconditional assumption of the Company’s obligations under this Agreement.  This Agreement will not be assignable by the Executive, but in the event of the Executive’s death it will be binding upon and inure to the benefit of the Executive’s legal representatives to the extent required to effectuate its terms.

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9.               Miscellaneous.

(a)              Integration; Amendment; Counterparts.  Except as is otherwise provided herein, this Agreement contains all of the terms and conditions agreed upon by the parties relating to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, whether oral or written, respecting the subject matter of this Agreement; provided that (i) this Agreement does not supersede Executive’s outstanding stock option awards and (ii) this Agreement supersedes the 2009 Change-In-Control Executive Severance Plan, as amended April 29, 2010, and any and all prior change-in-control understandings, oral or written, between Hewitt and the Executive with respect to the Executive’s eligibility and participation under such plan(s) in their entirety.

This Agreement may not be amended, altered or modified without the prior written consent of both parties and such instrument must acknowledge that it is an amendment or modification of this Agreement.

This Agreement may be executed in two counterparts, each of which will be deemed an original and both of which together will constitute one and the same instrument.

(b)              Waiver.  Waiver of any term or condition of this Agreement by any party will not be construed as a waiver of a subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this Agreement.  Any waiver must be in writing.

(c)              Captions.  The captions in this Agreement are not part of its provisions, are merely for reference and have no force or effect.  If any caption is inconsistent with any provision of this Agreement, such provision will govern.

(d)              Governing Law. The validity, interpretation, construction, performance, enforcement and remedies of, or relating to, this Agreement, and the rights and obligations of the parties hereunder, will be governed by and construed in accordance with the substantive laws of the State of Illinois, without regard to the conflict of law principles, rules or statutes of any jurisdiction.

(e)           Agreement To Be Available In Future Proceedings.  During the period of employment, and after employment termination (and subject to the Executive’s then-current employment obligations), the Executive agrees, subject to the advice of legal counsel, to voluntarily make herself available to the Company and its legal counsel, at the Company’s request, without the necessity of obtaining a subpoena or court order, in the Company’s investigation, preparation, prosecution and/or defense of any actual or potential legal proceeding, regulatory action, or internal matter.  Subject to the advice of legal counsel, the Executive agrees to provide any information reasonably within the Executive’s recollection.  Payment or reimbursement of the Executive’s expenses will be made promptly and in no event later than sixty days after Executive submits proof of expense to the Company, and the amount of such expenses eligible for payment or reimbursement, or in-kind benefits provided, in any year will not affect the amount of such expenses eligible for payment or reimbursement, or in-

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kind benefits to be provided, in any other year.  If Executive is required to devote more than one business day per quarter to fulfilling her obligations under this provision, then the Company shall pay her a per diem fee for any partial or full days in excess of one day per quarter spent providing services under this provision, at a per diem rate based the annual rate of compensation in effect for Executive at the time Executive’s employment terminated.  Any right to expense reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit.

(f)               Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held by a court of competent jurisdiction to be prohibited or unenforceable for any reason, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(g)              Notice.  All notices given hereunder will be in writing and will be sent by registered or certified mail or delivered by hand and, if intended for the Company, will be addressed to it or delivered to it at its principal office for the attention of the Secretary of the Company.  If intended for the Executive, notices will be delivered personally or will be addressed (if sent by mail) to the Executive’s then current residence address as shown on the Company’s records, or to such other address as the Executive directs in a notice to the Company.  All notices will be deemed to be given on the date received at the address of the addressee or, if delivered personally, on the date delivered.

(h)              Prohibition on Acceleration of Payments.  The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the ‘deferral of compensation’ (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder.

(i)               Code Section 409A.  The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”).  Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement will be

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payable at the same time and in the same form as such amounts would have been paid.  Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment or are fully vested but not yet settled, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period.  For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment.  In addition, the disability benefits and severance payments will be treated as a series of separate payments.

Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law.  Provided that the Company administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A.

The provisions of this Agreement will be construed in a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A.  If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

AON CORPORATION
By:	/s/ Jeremy G.O. Farmer
	Its: Senior Vice President

I have read the above Agreement and understand and agree to be bound by its terms.

/s/ Kristi A. Savacool

Kristi Savacool

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EX-10.9

Exhibit 10.9

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”), effective as of May 16, 2011, attaches to and forms part of the Employment Agreement dated as of September 30, 2010 (the “Agreement”), between Aon Corporation, a Delaware corporation (the “Company”) and Kristi Savacool (the “Executive”).

WHEREAS, the Company and the Executive mutually desire to amend the Agreement as provided in this Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:

1.Section 1(a), “Employment Term; Title”, is hereby deleted in its entirety and replaced with the following, effective May 16, 2011:

(a)Employment Term; Title.  The Company, through its business unit, Aon Hewitt, or such other name as the business unit or subsidiary may have from time to time (“Aon Hewitt”), will employ the Executive as its Co-Chief Executive Officer or in a comparable senior executive capacity as determined by the Chief Executive Officer of Aon Corporation (the “CEO”), for the remainder of the term (the “Term of Employment”) that originally began on September 30, 2010 and will end on the fifth anniversary thereof, unless renewed pursuant to Section 3 hereof, or terminated during the Term of Employment as fully set forth in Section 3.   For purposes of this Agreement, a “comparable senior executive capacity” means a level 1A position with the Company, further subject to the terms of Section 2(b) below.

Section 1(b), “Responsibilities”, is hereby deleted in its entirety and replaced with the following, effective May 16, 2011:

(b)Responsibilities.   The Executive will report to the CEO. It will not be a breach of this Agreement if the Executive’s position is changed, so long as: (i) through December 31, 2013, the Executive continues in a level 1A position with the Company that is a line role reporting to the CEO; and, (ii) after January 1, 2014 and through the remainder of the Term of Employment, the Executive continues in a level 1A position with the Company that may be either a staff or line position reporting to the CEO.  The Executive will have the authority and responsibility consistent with the position in which she will serve.  The Executive will also perform such other duties (not inconsistent with the Executive’s title) on behalf of the Company and its subsidiaries as may from time to time be authorized or directed by the CEO.

2.Section 2(a) of the Agreement is amended effective May 16, 2011, to increase the Executive’s current Base Salary to $800,000 from $600,000 per year.

3.Section 2(b) of the Agreement is amended effective May 16, 2011, to increase the Executive’s target bonus opportunity and guaranteed minimum bonus for the 15-month period beginning October 1, 2010 and ending December 31, 2011 from $750,000 to a target bonus opportunity of $1,000,000 and a guaranteed minimum bonus of $950,000.

4.The second to last sentence of Section 2(c)(i), “Award Pursuant to Leadership Performance Program”, is hereby deleted in its entirety and replaced with the following:

Subject to the approval of the Compensation Committee in the first quarter of 2012, management will propose a similar equity-based award having a grant date target value of approximately $1,500,000 under the Company’s Leadership Performance Program, or any successor plan.

5.Section 3(b)(ii), “Without Cause or for Good Reason”, is hereby deleted in its entirety and replaced with the following, effective May 16, 2011:

(ii) Without Cause or for Good Reason.  This Agreement may be terminated by the Company without Cause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive with or without Good Reason on no less than ninety (90) days, but no more than 365 days, advance notice to the Company.  The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”).  If terminated without Cause by the Company or for Good Reason by the Executive, the Company will pay to the Executive all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”), plus a pro rata bonus for the year in which the Notice Date occurs, with such bonus equal to the total value of the bonus (i.e. cash portion plus RSU portion) paid to the Executive for the year prior to the year in which the Notice Date occurs multiplied by the ratio of (x) the number of days in the period from Notice Date back to the immediately prior January 1, divided by (y) 365.  This payment will be paid as soon as possible, but no later than 30 days following the Notice Date.  In addition, if this Agreement is terminated without Cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein, through the Termination Date the Company will (A) continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date and (B) provide the Executive welfare benefits as generally provided to executives of the Company and continue vesting of the Executive’s equity-based awards.  On the Termination Date (or upon the date of the Executive’s Separation from Service, if earlier), the Company will provide the Executive with a cash payment equal to one time the Executive’s annual Base Salary as of the Notice Date.  Furthermore, all of the Executive’s RSU’s shall fully vest upon the Termination Date (or upon the date of the Executive’s Separation from Service, if earlier), if not already vested, and all other equity-based awards (or cash equivalents, as applicable) vested as of the Notice Date shall remain vested until paid and, if such awards have not fully vested as of the Notice Date, an additional 12 months of vesting (or such shorter period if the Notice Period is less than 12 months or a shorter period is needed to fully vest the awards) shall apply.

6.The remaining provisions of the Agreement shall remain in effect as originally adopted.

Signature page follows.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement as of the date set forth above.

AON CORPORATION		EXECUTIVE:
By:	/s/ Gregory J. Besio	/s/ Kristi A. Savacool
	Gregory J. Besio	Kristi Savacool
Chief Human Resources Officer		Co-Chief Executive Officer
Aon Corporation		Aon Hewitt

EX-10.12

Exhibit 10.12

Gregory J. Besio

Aon Corporation

USA

January 12, 2012

International Assignment — Chicago, Illinois (U.S.) to London, England

Dear Greg,

Your relocation to London is critical to Project Market and will help us realize the benefits of the transaction for all concerned stakeholders.  As you know, the transaction is anticipated to position the company for future growth, improve our financial flexibility, and increase our ability to invest globally in strategic initiatives and talent.

We recognize this assignment will require a significant time commitment, as well as personal adjustment and inconveniences for you and your family. However, we are committed to working with you to ensure that your international assignment is as successful and smooth as possible.

This letter sets out the terms of your assignment and the assistance we are committed to provide in connection with your relocation, consistent with the approval of, and directions provided by, the Organization and Compensation Committee of the Company’s board of directors.

1.Introduction

This assignment is subject to your acceptance of the terms and conditions outlined in this letter, which sets forth the entire agreement between you and the Company regarding your international assignment.  To the extent that anything in this letter conflicts with your current employment terms or agreement, or the Company’s Employee Handbook, this letter, once countersigned by you, will be a variation to your employment terms.  Unless otherwise specified herein, your current employment terms and conditions will remain unchanged for the duration of the international assignment.

2.Employment Status

These terms and conditions will only be in effect for the period of this assignment.  During this period you will remain an employee of Aon Service Corporation or Aon Corporation, as applicable (“the Company”).  You will be expected to conform to the general requirements of the Company’s Employee Handbook and any local rules and procedures and relevant legislation.  During the assignment, you will be seconded (loaned) to Aon Global, Limited, Aon’s parent company in London, England.

3.Assignment Duration

Your assignment will commence on a date to be mutually agreed on or before September 1, 2012.  The duration of the assignment is expected to be less than 24 months, after which you will return to the Company’s offices in Chicago, Illinois, provided that the Company may, in consultation with you, extend or shorten your assignment according to business needs and/or your personal circumstances. In the event that your assignment is extended beyond 36 months the Company reserves the right to “localize” your terms.

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4.Immigration

Your assignment is conditional upon the Company being able to obtain and maintain the appropriate work permit, visa and/or other authorization documents for you to work and remain in London, England.  The Company will cover the cost of obtaining and maintaining the appropriate work permit/visa for you.  In addition, should you desire and consistent with current policy, the Company will also assist your spouse or partner in obtaining a work permit, visa and/or other authorization documents to work in London.

5.Changes to Compensation Arrangements

The changes to your compensation and benefits package during your international assignment, as described below, are designed to provide you with a level of income and benefits which do not disadvantage you in comparison to those you would have received in the United States. We have also taken into consideration any additional costs that you may reasonably incur as a result of living in London.  Unless otherwise noted below as being a non-taxable benefit, the following benefits will be provided to you subject to income and social taxes.

5.1.Foreign Service Allowance

You will receive an annual foreign service allowance of US$97,500. While on assignment, your target annual incentive award will be 100% of the sum of your annual base salary, as in effect at the end of the bonus year, plus your annual foreign service allowance.  The allowance will be paid semi-monthly via your U.S. payroll.

5.2.Housing Allowance

During your assignment you will receive an annual housing allowance of US$252,000 (GBP160,800) [monthly allowance of US$21,000 (GBP13,400)].  The allowance is to be used to pay accommodation and furniture rental costs and associated utility costs (excluding telephone and internet access which are personal expenses).  This allowance will be reviewed and adjusted annually to reflect foreign exchange and local market rate variation.  The allowance will paid semi-monthly via your U.S. payroll.

The Company will not be responsible in any way for your current residence in your home location. The payment of your U.S. housing expenses will remain your responsibility.

5.3.Cost of Living Allowance

You will receive an annual cost of living allowance of US$90,000.  This allowance is intended to replicate your U.S. purchasing power in London and is based on a family size of four.  The allowance will be paid semi-monthly via your U.S. payroll

5.4.Car Allowance

You will receive an annual car allowance of US$23,500 (GBP15,000) while on assignment in the U.K.  Some or all of this allowance may be non-taxable to you, depending on the extent of your usage of transportation for Company business. This allowance will be reviewed and adjusted annually to reflect local market practice.  The allowance will be paid semi-monthly via your U.S. payroll.

5.5.Home Leave Allowance

You and each family member that is relocating with you are entitled to one round-trip home leave to return to the U.S. for each complete year you are on assignment.  In addition, any immediate family members (e.g., university aged dependent children) not accompanying you on assignment are entitled to two round-trip flights to the U.K. for each complete year you are on assignment.

5.6.Household Goods Move

The Company will pay the transportation and moving cost of you and your family to London from the U.S. at the beginning of your assignment in line with the Company’s

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relocation policy for an international household goods move.  You and your spouse or partner may also make a pre-assignment visit to London at Company expense to locate permanent housing.  If necessary, you will be provided with corporate housing for up to 30 days after your arrival on assignment to allow time to finalize your permanent housing. All or a portion of the benefits described in this paragraph 5.6 may be non-taxable to you.

5.7.Relocation Allowance

You will receive a one-time relocation allowance of US$64,167 in the first month you are working in London. This allowance is intended to cover all miscellaneous expenses not covered by other provisions included in your relocation package.  All or a portion of this allowance may be non-taxable to you if used to purchase certain goods or services related to the international assignment, as evidenced by receipts.  Your independent tax advisor will provide the criteria.

5.8.Waiver/Retention Bonus

You will receive an annual waiver/retention bonus of US$325,012 as consideration, and in exchange, for your acknowledgement and agreement that your consent herein to the international assignment, and your acceptance of this international assignment to London and repatriation thereafter, shall not give rise to any right to terminate for good reason (as defined in your employment agreement, if applicable) now or hereafter.  This bonus will be paid in two equal lump sums: one-half in the month prior to your relocation to London; and, one-half on the 12 month anniversary of the relocation date.

5.9. Income Taxes Payable in the U.K. (Equalization Tax)

It is likely that all or a portion of your earned income during any given U.K. tax year will be subject to tax in the U.K. The Company applies a tax equalization policy (as described in Appendix A) which is designed to ensure the income and social taxes you pay will be no more than what you would have paid had all of your earnings been taxable solely in the U.S.  For the avoidance of doubt, the policy does not provide for the grossing up for U.S. income and social taxes on the relocation benefits described herein.

5.10. Tax Preparation Services

The Company will also provide you with enhanced tax preparation, financial planning and expatriate services for the tax years covered by the international assignment and tax years for which international earnings are taxed by U.K. tax authorities following repatriation at the conclusion of the assignment.

6.Hours of Work and Holidays

Your work schedule, work hours and observed holidays will follow the practice in London.

7.Repayment Agreement

Should you elect to resign from the Company to work with a direct competitor, during your assignment or up to 12 months after the end of your assignment, the Company reserves the right to require repayment of all expatriate allowances you received in the preceding 12 months.  You agree that the Company may set off any such amounts against any amount the Company owes you on or after termination of your employment.

Additionally, with respect to the waiver/retention bonus only, if you resign for any reason while on the international assignment or the Company terminates your employment for cause (as defined in your employment agreement), you will be obligated to repay promptly to the Company a pro-rata portion of the annual waiver/retention bonus.  The prorated portion to be repaid will be calculated according to the following formula:  (the number of months remaining before the next succeeding anniversary date of the beginning of the international assignment divided by 12) x the USD value of the annual waiver/retention bonus.

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Should you depart the Company due to mutual consent, the repayment obligation in this paragraph 7 will not apply.

8.Termination of Employment

If your employment is terminated without cause while on assignment, the Company will pay reasonable transportation and moving costs for you and your family to return to the U.S.  For avoidance of doubt, in this instance the company will continue to provide tax preparation and planning services for the tax years covered by the international assignment and tax years for which international earnings are taxed by U.K. tax authorities following repatriation.

Should you be terminated for cause or voluntarily terminate your employment without mutual consent while on assignment, you will bear all relocation and other costs arising after your termination for cause or resignation date.

9.Completion of Assignment

At the end of your assignment the Company will endeavor to repatriate you into a position consistent with your then current employment agreement, if applicable, and in accordance with your capabilities, interest and career potential.  Your relocation will be managed in accordance with the provisions of the Company’s policy.

10.Repatriation Assistance

The Company will pay the transportation and moving cost for you and your family back to the U.S. at the end of your assignment in accordance with the Company’s international relocation policy.

11.Third Party Beneficiary

Each related entity of the Company is a third party beneficiary of this letter, and each of them has the full right and power to enforce rights, interests and obligations under this letter without limitation or other restriction.

12.No Waiver

No failure or delay by any party in exercising any right, power or remedy under this letter shall operate as a waiver thereof, nor shall any single or particular exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy.  Without limiting the foregoing, no waiver by any party of any breach of any provision of this letter shall be deemed to be a waiver of any subsequent breach of that or any other provision of this letter.

13.Withholding and Deductions

While it is anticipated that all or most of your compensation from the Company will be subject to a hypothetical tax deduction rather than actual tax withholdings, all amounts paid pursuant to this letter shall be subject to deductions and withholding for taxes (national, local, foreign or otherwise) to the extent required by applicable law.

14.Code Section 409A

We intend that this letter and the benefits provided hereunder be interpreted and construed to comply with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Code Section 409A”), to the extent applicable thereto. The time and form of payment of compensation, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this letter, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and you are a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of your death or the date that is six months and one day following your termination of employment (the “Delay Period”).

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Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to you in a lump sum, and any remaining payments due under this letter will be payable at the same time and in the same form as such amounts would have been paid.  For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which you are entitled will be treated as a separate payment.

15.Governing Law

This letter will be construed in accordance with and governed by the laws of the State of Illinois, without regard to the choice of law principles thereof.  Any suit, action or other legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the Federal or state courts located in the State of Illinois.  You agree to submit to personal jurisdiction in the foregoing courts and to venue in those courts.  You further agree to waive all legal challenges and defenses to the propriety of a forum in Chicago, Illinois and to the application of Federal or Illinois law therein.

Please confirm acceptance of the terms set out in this letter by signing below and returning a copy of the signed letter to me.

Sincerely,

/s/ Gregory C. Case

Gregory C. Case

CEO

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Employee’s Acknowledgement:

By signing below, I acknowledge receipt of this letter; I accept the terms and conditions contained herein; and I consent to this international assignment.  For the avoidance of doubt, nothing in this letter is intended to diminish my rights under my current employment arrangement with the Company (including, if applicable, my employment agreement with the Company), or any plan or equity-based award agreement, and I will continue to be entitled to the rights and benefits under any such arrangement during this international assignment.  Notwithstanding the foregoing, I acknowledge and agree that my consent herein to the international assignment, and my acceptance of this particular international assignment to London and my repatriation thereafter, shall not give rise to any right to terminate for good reason (as defined in the employment agreement, if applicable) now or hereafter.

I further acknowledge that I have read and agree to be bound by the Company’s tax equalization policy (as set forth on Appendix A).  With regard to that policy, I specifically agree acknowledge and agree that: if I owe any monies to the Company I will make payment of such monies to the Company within 60 days of receiving notification of the amount due; and authorize the Company to deduct (or reduce from my earnings) any amounts owed under this policy from my paycheck where permitted by law.

/s/ Gregory J. Besio	1/12/12
Gregory J. Besio	Date

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Appendix A

Tax Equalization Policy

The Company will apply the following tax equalization policy to ensure that the income and social taxes you pay will be no more than that you would have paid had all of your earnings been taxable solely in the U.S.  For the avoidance of doubt, the policy does not provide for the grossing up for U.S. income and social taxes on the relocation benefits described in the letter to which this Appendix A is attached.

The Company will determine an estimate of the tax liability you would have paid in the U.S. on your earnings from the Company, known as your “hypothetical” tax liability, and will deduct this estimated hypothetical tax from your monthly earnings via the Company’s U.S. payroll.  This policy will not protect you in your capacity as a shareholder of the Company from capital gains recognized pursuant to U.S. federal income tax as a result of the merger; however, your earnings related to granting or vesting of equity-based awards during your international assignment will be covered by this policy.

Hypothetical tax is paid on salary and on any other income paid to you by the Company (e.g. bonus) or compensation recognized by you (e.g., granting or vesting of stock-based incentives). Please note, for the avoidance of doubt, the Company will deduct hypothetical tax from your income at the point the income is paid to you and not by reference to the payment date that might have applied had you not taken up the assignment.

For a comprehensive description of the hypothetical tax procedures, please see “Aon International Tax Equalization Policy”, a white paper prepared by Corporate Finance in December 2010.

Please note that you will be responsible for the cost of any tax or additional charges arising in any tax jurisdiction on any personal income or gains, spousal income or any other U.S. source income.

For the duration of your assignment and any tail period required, the Company will authorize and pay for a tax adviser to: (1) prepare your joint or individual U.S. Federal and State, and U.K. tax returns as required; and (2), reconcile the hypothetical tax deductions made from your earnings.

If the amount of your final hypothetical tax liability to the Company is greater than the amount of any estimated hypothetical tax payments deducted by the Company from your salary or other payments, then you will be required to pay the additional hypothetical tax to the Company within 60 days of the relevant tax returns being finalized.  If it is less, then the Company will reimburse any excess to you within 60 days.

Provided you meet your obligations to the Company in respect of your hypothetical tax liability and provide such information and assistance as the Company and/or its designated tax adviser shall require in order to resolve your tax affairs on a timely basis and within the filing deadlines set down by the applicable tax authorities, the Company will pay any actual tax or social security liability arising in respect of your earned income.

Should you delay providing the necessary information to the tax advisers you will be responsible for any additional fees and/or penalties that arise as a result of the delay.

Although the Company will retain and pay an external tax adviser on your behalf to prepare your tax returns and to calculate your tax equalization calculations, it remains your personal obligation to file such returns within the applicable time limits and to abide by the tax laws in both the U.S. and U.K.  The external tax adviser will provide regular information regarding your obligations and filing schedules.

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EX-10.13

Exhibit 10.13

AON CORPORATION

LEADERSHIP PERFORMANCE PROGRAM

For 2012-2014

Overview

The Program has been adopted by the Committee as a sub-plan to the Stock Plan, effective as of January 1, 2012.  The Program is the seventh layer of multi-year performance programs implemented by the Company.  Earlier programs covered the following performance periods: January 1, 2006 through December 31, 2008; January 1, 2007 through December 31, 2009; January 1, 2008 through December 31, 2010; January 1, 2009 through December 31, 2011; January 1, 2010 through December 31, 2012; and January 1, 2011 through December 31, 2013, respectively.

Performance Cycle

The Program covers a multi-year performance cycle that begins on January 1, 2012 and ends on December 31, 2014 (“Performance Cycle”).

Eligibility

As recommended by the CEO and approved by the Committee, key members of the Company’s senior leadership team are eligible to participate in the Program. The CEO is also eligible to participate in the Program as approved by the Committee.

Participation

The Committee will approve in writing no later than May 31, 2012 the identity of the participants eligible to participate in the Program and each participant’s Award, denominated as described herein either in total number of LPP units or US dollars.  Those participants so identified by May 31, 2012 shall be eligible to participate in the full Performance Cycle, retroactive to January 1, 2012.

If a participant is no longer considered a member of the Company’s senior leadership team, but the participant’s employment with the Company has not terminated, the participant’s Award under the Program shall be unaffected by the change in status.

Award Components — Performance Share Units

At the outset of participation in the Program, each participant will receive 100% of his or her Award “value” as target Performance Share Units of the Company’s common stock.  If the Award is denominated by the Committee in US dollars, the number of such target units will be derived by dividing the Award by the Fair Market Value of a share of the Company’s common stock on the Grant Date.

Rules Applicable to Performance Share Units

1.The Performance Share Units will be earned and will vest as of the Settlement Date, subject to the satisfaction of the performance criteria set forth herein.

2.The payout resulting from the vesting of the Performance Share Units will be determined based on the Company’s cumulative adjusted Earnings per Share over the Performance Cycle as compared to the target Earnings per Share.

3.Payouts will range from 0% to 200% of the targeted number of Performance Share Units awarded.

4.The Performance Share Units will pay out in shares of the Company’s common stock issued under, and subject to, the limitations of the Stock Plan, provided that the pay

out in shares shall take place in the calendar year following the end of the Performance Cycle.

5.The Company shall have the right to satisfy all federal, state and local withholding tax requirements with respect to the award earned by reducing the number of earned shares by the number of shares determined by dividing the amount of withholding required by the Fair Market Value of a share of the Company’s common stock on the Settlement Date.

6.The Performance Share Units are not transferable and may not be sold, assigned, pledged, hypothecated or otherwise encumbered.

7.Until the Settlement Date, the participant will not be treated as a stockholder as to those shares of the Company’s common stock relating to the Performance Share Units.  No cash payments will be provided for dividend equivalents or other distributions.

8.The participant will be granted a Performance Award Certificate at the outset of his or her participation in the Program.  The certificate will set forth the target number of Performance Share Units granted to the participant.  The participant must sign and return to the Company the certificate to indicate that he or she agrees to be bound by the provisions of the Program, including the restrictive covenants described herein.  Failure to return a signed certificate to the Company will result in forfeiture of the Performance Share Units.

9.If a participant’s employment with the Company terminates before the last day of the Performance Cycle, the following rules will apply to the vesting of the Performance Share Units:

Reason for Employment Termination

Impact on Vesting of Performance Share Units

Retirement or termination by Company without Cause

Performance Share Units will vest pro rata through the date of termination or Retirement, and the vested Performance Share Units will pay out in accordance with rule 4 above. The Committee’s determination regarding the vested portion and payout will occur after the close of the Performance Cycle. The number of units earned will be calculated based on the actual achievement of the target cumulative earnings per share for the performance period, and then the result will be prorated as of the last full calendar quarter preceding the participant’s termination or Retirement date, as follows: Target Shares X (EPS at end of quarter preceding date of termination/ EPS at end of performance period) X Performance Factor = Number of Pro-Rata Shares ( 1,000 x 6/10.52 x 150%= 885 shares) In the event a participant has an employment agreement with the Company or any of its subsidiaries providing for “good reason” termination, a termination of the participant’s employment for good reason will be treated in the same manner for purposes of this Program only as a termination by the Company without cause.

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Reason for Employment Termination	Impact on Vesting of Performance Share Units
Death or Total and Permanent Disability	If death or permanent disability occurs in the first or second calendar years of the Performance Cycle, the Performance Share Units will become immediately vested at the target award level and the vested Performance Share Units will pay out as soon as administratively feasible following such death or disability. If death or permanent disability occurs in the third calendar year of the Performance Cycle, the Performance Share Units will become vested at the greater of (i) the target award level or (ii) the number of units earned based on the actual achievement of the cumulative earnings per share for the entire Performance Cycle, and the vested Performance Share Units will pay out in accordance with rule 4 above.
Voluntary Resignation	Performance Share Units will be forfeited in their entirety.
Termination by Company for Cause	Performance Share Units will be forfeited in their entirety
Termination due to Change in Control	If a successor to the Company assumes and continues this Program substantially in its current form after a Change in Control, the Performance Share Units will be subject to the following rules: (1) if the participant’s employment is terminated by the Company without Cause after the Change in Control but prior to the end of the Performance Cycle, the participant will become immediately vested in the greater of the target Performance Share Units or the number of units that would be earned based on the proportion of achievement of the target cumulative earnings per share as of the last full calendar quarter preceding the participant’s termination date, and the vested Performance Share Units will pay out in accordance with rule 4 above; and (2) if the participant’s employment is terminated by the Company for Cause, by the participant in a voluntary resignation, or by reason of the participant’s death or Total and Permanent Disability, or if the participant’s employment is continued through the end of the Performance Cycle, the rules of the Program shall continue to apply to the Performance Share Units as if the Change in Control had not occurred. If the successor to the Company does not assume and continue this Program substantially in its current form, the Performance Share Units shall become immediately vested at the greater of the target Performance Share Units or the number of units that would have been earned based on the proportion of achievement of the target cumulative earnings per share as of the last full calendar quarter preceding the effective date of the Change in Control, and the vested Performance Share Units will pay out in accordance with rule 4 above.

10.Notwithstanding the rules set forth in paragraph 9 above, in the event an employment agreement or other binding arrangement between a participant and the Company provides (a) for more favorable vesting of performance share units upon termination of employment, (b) an alternate definition (such as “cause” or “retirement”), and/or (c) an alternate restrictive covenant that is specifically intended to apply to awards under this Plan, the provisions of such employment agreement or arrangement will

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control if such provisions are approved by the Committee on or before the Grant Date.

11.The time and form of payment of Performance Share Units shall be made in accordance with rule 4 above, provided that with respect to any payment upon the participant’s “separation from service” (as such term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the participant is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the participant’s death or the date that is six months and one day following the participant’s termination of employment (the “Delay Period”).  Upon the expiration of the Delay Period, all payments delayed pursuant to this section shall be paid to the participant in accordance with rule 4 above.  For purposes of the Program, the terms “retirement,” “termination of employment,” “terminated,” “termination,” and variations thereof, as used in this Program, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A.

12.The time or schedule of any payout of Performance Share Units pursuant to the terms of the Program may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder.

Performance Measure for Performance Share Units

The performance measure for the Performance Share Units will be cumulative adjusted Earnings per Share for the Performance Cycle, for which the Committee has established a target of $13.01.

Following the end of the Performance Cycle, the Committee will determine in its sole discretion the payout, which determination shall be final and binding.  Performance Share Units will be subject to complete forfeiture if the Company’s performance for the Performance Cycle does not meet or exceed a minimum cumulative adjusted Earnings per Share of $12.49, and the payout for performance at or above that level will be calculated as follows:

2012-2014 Cumulative Adjusted EPS	% of Targeted Units Earned
$12.49	50	%
$12.75	75	%
$13.01	100	%
$13.27	125	%
$13.53	150	%
$13.79	175	%
$14.19 or higher	200	%

The Performance Share Units will pay out linearly between each set of data points based on relative penetration within the range.  The number of Performance Share Units settled and paid will be rounded.  For example, where cumulative EPS is $13.20, the calculation would be:

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[ ($13.20 - $13.01 )	/	( $13.01— $13.27 ) ]	X   25%	+ 100%	= 118%
The actual cumulative EPS less next lowest defined data point		To calculate basis for penetration in the full range above the actual lowest data point achieved.	Multiplied by the full spread of the corresponding range (125% - 100% in this case)	The achievement for the next lowest defined data point	Resulting calculation with decimal places truncated (not rounded)

Adjustments to Performance Measures or Results

The Committee will make appropriate adjustments to the target Earnings per Share or the Company’s actual results on account of: amortization of intangible assets; change in accounting policy; gain/loss on disposition of assets or business; charge for goodwill impairment; extraordinary legal/regulatory settlements; extraordinary market conditions; effects of natural or man-made disasters (e.g. Word Trade Center); hyperinflation (e.g. >15%); change in statutory tax rates/regulations; charges from Board-approved restructuring programs; results of discontinued operations held for sale after sale closing; other extraordinary, unusual or infrequently occurring items — as defined by GAAP. The form and manner of any such adjustment shall be at the sole discretion of the Committee.  By way of example, the following events will not require adjustment:  change in accounting estimate; gained/lost pre-tax income from sold/acquired businesses that represent less than 5% of total pre-tax income; inflation; general tax developments; litigation costs; effects of repaying or issuing debt; effects of share buyback/issue; effects of pension plan funding; changes in benefit/incentive plans; or normal currency/interest rate fluctuations.

Nominal Value and Adjustments to Shares

On January 13, 2012, the Company announced that its corporate headquarters will move to London, in the United Kingdom, and its place of incorporation will move from Delaware (US) to the United Kingdom.  As a result of this transaction, which is subject to the approval of the Company’s stockholders on March 15, 2012, the Company’s stockholders will receive one Class A Ordinary Share of the new U.K. holding company in exchange for each share of common stock of Aon Corporation, the Delaware corporation.  Awards under this Program are subject to adjustment as set forth in Section 5.2 of the Stock Plan on account of the corporate change, and certain terms (such as the identity of the shares in which the Awards under this Program will settle) will be adjusted accordingly if the stockholders approve the transaction.  Further, if the transaction is approved by the Company’s stockholders, at the time of settlement of Awards under this Program, such Awards may be subject to the Participant’s payment of a Nominal Value (as determined in the sole discretion of the Company and in accordance with the U.K. Companies Act 2006, as amended from time to time), and such obligation may be satisfied by the Participant in any manner to be established by the Company in its sole discretion.

Restrictive Covenants

The following restrictive covenants will apply to all awards under this Program; provided, however, that if such restrictions are modified to comply with local (non-U.S.) law and are set forth in the performance award certificate issued in connection with this Program to, and accepted by, the Participant, the provisions in the performance award certificate will govern.

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The Company is in the business of providing insurance brokerage, reinsurance brokerage, benefits consulting, compensation consulting, human resources consulting, managing underwriting and related services including accounting, claims management and handling, contract wording, information systems and actuarial services.  An essential element of its business is the development and maintenance of personal contacts and relationships with clients.  Because of these contacts and relationships, it is common for the Company’s clients to develop identification with the employee who services its insurance needs, rather than with the Company itself.  The personal identification of clients of the Company with a Company employee creates potential for the employee’s appropriation of the benefits of the relationships developed with clients on behalf of and at the expense of the Company.  Since the Company would suffer irreparable harm if the employee left its employ and solicited the insurance or other related business of clients of the Company, it is reasonable to protect the Company against solicitation activities by the employee for a limited period of time after the employee leaves the Company so that the Company may renew or restore its business relationship with its clients.  Therefore, as consideration for participation in this Program, each participant will be bound by the following restrictive covenants:

Covenant Not to Solicit

The employee agrees and covenants that, except with the prior written consent of the Company, the employee will not for a period of two years after the end of the employment compete directly or indirectly in any way with the business of the Company.  For the purposes of this covenant, “compete directly or indirectly in any way with the business of the Company” means to enter into or attempt to enter into (on the employee’s own behalf or on behalf of any other person or entity) any business relationship of the same type or kind as the business relationship which exists between the Company and its clients or customers, in which the employee was involved or had knowledge, to provide services related to the business of the Company for any individual, partnership, corporation, association or other entity who or which was a client or customer for whom the employee was the producer or on whose account the Employee worked or became familiar during the 24 months prior to the end of employment.

Covenant Not to Hire

The employee also agrees not to induce or attempt to induce, or to cause any person or other entity to induce or attempt to induce, any person who is an employee of the Company to leave the employ of the Company during the term of the covenant set forth above.

If the Company determines that a participant has breached any of the covenants, his or her stock options and Performance Share Units will be immediately forfeited.  In the event any of the restrictive covenants set forth herein is deemed unenforceable, such as against a non-US employee, the employee agrees that the maximum period, scope or geographic area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions accordingly.

Assignment of IP

The employee also agrees to assign to the Company the employee’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas and writings and copyrightable material, which are conceived, developed, reduced to practice, or acquired by the employee (collectively “IP”) during the employee’s employment and which relate to the business of the Company or any of its affiliates, parent companies, or subsidiaries.  The employee further acknowledges that all original works of authorship which are made by the employee (solely or jointly with others) within the scope of and during the period of his/her employment with the Company and which are protectable by copyright are “works made for

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hire”, as that term is defined in the United States Copyright Act.  The employee agrees to disclose promptly, fully and in writing all such IP to the Company. The employee will upon the Company’s request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its affiliates, parent companies, or subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks, and copyrights in all countries.

Administration

It is expressly understood that the Committee has the discretionary authority to administer, construe, and make all determinations necessary or appropriate to the administration of the Program, all of which will be binding upon the participant.  The Committee may delegate its authority to one or more of its members, or to one or more members of the Company’s senior management team, to offer participation in this Program to eligible individuals; provided, however, that the Committee shall not delegate its authority with respect to the participation of any officer of the Company who is subject to Section 16 of the Securities Exchange Act of 1934, as amended.  The Company shall, as necessary, adopt conforming amendments to this Program as are necessary to comply with Code Section 409A.

General Provisions

All obligations of the Company under this Program with respect to payout of Awards, and the corresponding rights granted thereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other acquisition of all or substantially all of the business and/or assets of the Company.

This Program constitutes a legal document which governs all matters involved with its interpretation and administration and superseded any writing or representation inconsistent with its terms.

Reservation and Retention of Company Rights

The selection of any employee for participation in this Program will not give that participant any right to be retained in the employ of the Company.  No employee will at any time have a right to be selected for participation in a future performance-based incentive program despite having been selected for participation in this Program or a previous program.

Stock Plan Controls

Except as specifically provided in this Program, in the event of any inconsistency between this Program and the Stock Plan, the Stock Plan will control, but only to the extent such Stock Plan provisions do not violate the provisions of Code Section 409A.

Code Section 409A

The Company intends that this Program and the Awards granted hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of the Program to the contrary, the Program shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith.  Although the Committee intends to administer the Program so that it will comply with the requirements of Code Section 409A, neither the Company nor the Committee represents or warrants that the Program will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law.  Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any participant (or any other individual claiming a benefit through any participant) for any tax, interest, or penalties any participant may owe as a result of compensation

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paid under the Program, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect the participant from the obligation to pay any taxes pursuant to Code Section 409A.

Definitions

CEO:  the Company’s Chief Executive Officer.

Cause:  as determined in the sole discretion of the Committee, means the participant:  (A) performing an act of dishonesty, fraud, theft, embezzlement or misappropriation involving the participant’s employment with the Company, or breach of the duty of loyalty to the Company; (B) performing an act of race, sex, national origin, religion, disability, or age-based discrimination which, after investigation, counsel to the Company reasonably concludes will result in liability being imposed on the Company and/or the participant; (C) material violation of Company policies and procedures including, but not limited to, the Aon Code of Business Conduct and the Aon Code of Ethics; or (D) performing an act resulting in a criminal felony charge (or equivalent offense in a non-US jurisdiction) brought against the participant or a criminal conviction of the participant (other than a conviction of a minor traffic violation).

Change in Control:  means the first to occur of the following:  (1) the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 1(c); provided further, that for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 30% or more of the Outstanding Common Stock or 30% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

(2)individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

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(3)the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than:  the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 30% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(4)the consummation of a plan of complete liquidation or dissolution of the Company.

Committee:  the Organization and Compensation Committee of the Company’s board of directors.

Company:  Aon Corporation, a Delaware corporation, and its subsidiaries.

Earnings per Share or EPS:  the Company’s earnings per share from continuing operations as reported each quarter.  The Committee has the sole discretion to approve an adjustment to EPS, in accordance with the adjustment criteria set forth herein.

Fair Market Value:  the per share value of the Company’s common stock as determined by using the closing price of such stock as reported by the New York Stock Exchange on such date (or, if the New York Stock Exchange was not open for trading or the stock was not traded on that day, the next preceding day that the New York Stock Exchange was open for trading and the common stock of the Company was traded).

Grant Date:  the date an Award to a participant is approved in writing by the Committee.

Program or LPP:  the Leadership Performance Program, effective January 1, 2012.

Retire or Retirement: a voluntary termination of employment at or after the participant’s 55th birthday.

Settlement Date:  the date that the Committee determines whether the performance criteria applicable to the Performance Share Units has been achieved or exceeded and determines the payout to participants.  The Settlement Date shall occur as soon as practicable following the close of the Performance Cycle.

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Settlement Date Value:  the Fair Market Value of a share of the Company’s common stock on the date the Committee determines the amount of the Performance Share Units earned.

Stock Plan:  the Aon Corporation 2011 Incentive Plan, as approved by the Company’s stockholders at the 2011 annual meeting of stockholders.

Total and Permanent Disability:  for (a) US employees, entitlement to long-term disability benefits under the Company’s program, as amended from time to time and (b) non-US employees, as established by applicable Company policy or as required by local law or regulations.

If a term is used but not defined, it has the meaning given such term in the Stock Plan.

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EX-10.15

Exhibit 10.15

CHANGE IN CONTROL AGREEMENT

This Agreement is entered into as of                  , 201   between Aon plc, a public limited company incorporated under English law, Aon Corporation, a Delaware corporation, and                              (the “Executive”).

WHEREAS, the Executive currently serves as a key employee of the Company or another subsidiary of the Parent (as defined in Section 1), and the Executive’s services and knowledge are valuable to the Parent in connection with the management of one or more of the Parent’s principal operating facilities, divisions, departments or subsidiaries; and

WHEREAS, the Board (as defined in Section 1) has determined that it is in the best interests of the Parent and its stockholders to secure the Executive’s continued services and to ensure the Executive’s continued dedication and objectivity in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in Control (as defined in Section 1) of the Parent, without concern as to whether the Executive might be hindered or distracted by personal uncertainties and risks created by any such possible Change in Control, and to encourage the Executive’s full attention and dedication to the Company, the Board has authorized the Parent to enter into this Agreement; and

WHEREAS, the Executive and the Company entered into a Severance Agreement on                   , 20    , which agreement was subsequently assigned to and assumed by the Parent effective April 2, 2012 (the “20     Change in Control Agreement”), providing certain financial protection to the Executive in connection with a change-in-control of the Company, and the parties desire to make certain changes to the 20     Change in Control Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

1.             Definitions.  As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a)           “Board” means the Board of Directors of the Parent.

(b)           “Cause” means:

(1)           a material breach by the Executive of those duties and responsibilities of the Executive which do not differ in any material respect from the duties and responsibilities of the Executive during the 90-day period immediately prior to a Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach;

(2)           gross misconduct, theft, fraud, breach of trust or any act of dishonesty by the Executive which results in material harm to the Parent or any of its subsidiaries; or

(3)           the commission by the Executive of a felony involving moral turpitude.

(c)           “Change in Control” means:

(1)           the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding ordinary shares of the Parent (the “Outstanding Ordinary Shares”) or (ii) the combined voting power of the then outstanding securities of the Parent entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Parent (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Parent), (B) any acquisition by the Parent, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Parent or any corporation controlled by the Parent, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 1(c); provided further, that for purposes of clause (B), if any Person (other than the Parent or any employee benefit plan (or related trust) sponsored or maintained by the Parent or any corporation controlled by the Parent) shall become the beneficial owner of 30% or more of the Outstanding Ordinary Shares or 30% or more of the Outstanding Voting Securities by reason of an acquisition by the Parent, and such Person shall, after such acquisition by the Parent, become the beneficial owner of any additional shares of the Outstanding Ordinary Shares or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

(2)           individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the  Parent subsequent to the date hereof whose election, or nomination for election by the Parent’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Parent as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

(3)           the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Corporate

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Transaction”); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Ordinary Shares and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Parent or all or substantially all of the Parent’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Ordinary Shares and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than:  the Parent; any employee benefit plan (or related trust) sponsored or maintained by the Parent or any corporation controlled by the Parent; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 30% or more of the Outstanding Ordinary Shares or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 30% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(4)           the consummation of a plan of complete liquidation or dissolution of the Parent.

(d)           “Code” means the Internal Revenue Code of 1986, as amended.

(e)           “Company” means Aon Corporation, a Delaware corporation or, where applicable, the other subsidiary of the Parent that employs the Executive.

(f)            “Good Reason” means, without the Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

(1)           a material adverse change in the nature or scope of the Executive’s authority, powers, functions, duties or responsibilities as in effect immediately prior to such Change in Control;

(2)           a material reduction by the Company in the Executive’s rate of annual base salary or bonus opportunity as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;

(3)           the failure of the Company to continue in effect any material employee benefit plan or compensation plan in which the Executive is participating immediately prior to such Change in Control, unless the Executive is permitted to participate in other plans providing the Executive with substantially comparable benefits,

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or the taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any such plan;

(4)           a change in the Executive’s primary employment location to a location that is more than 50 miles from the primary location of the Executive’s employment at the time of such Change in Control; or

(5)           the failure of the Parent to obtain from any successor or transferee of the Parent an express written and unconditional assumption of the Parent’s obligations under this Agreement, as further described in Section 12(b) of this Agreement.

For purposes of this Agreement, any good faith determination of Good Reason made by the Executive shall be conclusive; provided, however, that an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Parent promptly after receipt of notice thereof given by the Executive shall not constitute Good Reason.

The Executive’s employment may be terminated by the Executive for Good Reason if (x) an event or circumstance set forth in this Section 1(f) shall have occurred and the Executive provides the Parent with written notice thereof within 90 days after the Executive has knowledge of the occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that the Executive believes constitutes Good Reason, (y) the Parent fails to correct the circumstance or event so identified within 30 days after the receipt of such notice, and (z) the Executive resigns during the Termination Period and after the date of delivery of the notice referred to in clause (x) above.

(g)           “Nonqualifying Termination” means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from the Executive’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

(h)           “Termination Date” means the date during the Termination Period on which the Executive’s employment is terminated other than by reason of a Nonqualifying Termination.

(i)            “Termination Period” means the period of time beginning with a Change in Control and ending on the earlier to occur of (1) the date which is two (2) years following such Change in Control and (2) the Executive’s death; provided, however, that, anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive’s employment with the Company was terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (a) was at the request of a third party who was taking steps reasonably calculated to effect a Change in Control or (b) otherwise arose in connection with or in anticipation of a Change in Control, then for purposes of this Agreement, “Termination Period” means the period of time commencing upon the date immediately prior to the date of such termination of

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employment and ending on the earlier to occur of (x) two (2) years following such Change in Control and (y) the Executive’s death.

2.             Obligations of the Executive.  The Executive agrees that in the event any person or group attempts a Change in Control, he shall not voluntarily leave the employ of the Company without Good Reason (a) until such attempted Change in Control terminates or (b) if a Change in Control shall occur, until 90 days following such Change in Control.

3.             Payments and Benefits Upon Termination of Employment.  If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, and the Executive (or the Executive’s executor or other legal representative in the case of the Executive’s death or disability following such termination) executes a noncompetition, nonsolicitation and confidentiality agreement and release of claims substantially in the form of Exhibit A hereto (the “Noncompetition Agreement and Release”) within 45 days following the Termination Date, on behalf of the Parent the Company shall provide to the Executive, as compensation for services rendered to the Company, and in consideration of the covenants set forth in the Noncompetition Agreement and Release, the payments and benefits described in this Section 3.  The Executive shall forfeit the payments and benefits described in this Section 3 in the event that the Executive fails to execute and deliver the Noncompetition Agreement and Release to the Parent in accordance with the timing and other provisions of the preceding sentence or revokes such Noncompetition Agreement and Release prior to the date the release of claims contained therein becomes effective.  For purposes of this Agreement, the Executive shall be considered to have a termination of employment with the Company and its subsidiaries on the date the Executive has a “separation from service” as described under Section 409A of the Code and the guidance and Treasury Regulations issued thereunder.  Any amount paid pursuant to this Section 3 shall be paid in lieu of any other severance payments and benefits, which benefits may, without limitation, include pay in lieu of notice, salary continuation through a contractual notice period or enhanced supplemental pension benefits conferred, in any event as a result of termination of employment, from the Parent, the Company or any of its subsidiaries which are not payable pursuant to this Agreement, but are payable pursuant to an employment agreement or other compensation arrangement entered into between such Employee and the Company or any of its subsidiaries.

(a)           Except as otherwise provided in Section 6, and conditioned upon the Executive’s execution of the Noncompetition Agreement and Release without revocation within the time period described in the preceding provisions of this Section 3, on behalf of the Parent the Company shall pay to the Executive (or the Executive’s beneficiary or estate, as the case may be) on the 60th day following the later to occur of the Termination Date or the Change in Control:

(1)           a cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 7 and any deductions authorized by the Executive) equal to the sum of (i) the Executive’s full annual base salary from the Company and its affiliated companies through the Termination Date, to the extent not theretofore paid, (ii) the average of the Executive’s annual cash incentive for each of the three fiscal years immediately preceding the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Termination Date occurs and the denominator of which is 365 or

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366, as applicable, and (iii) any accrued vacation pay, in each case to the extent not theretofore paid; plus

(2)           a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 7 and any deductions authorized by the Executive) in an amount equal to two (2) times the sum of (a) Executive’s annual base salary from the Company and its affiliated companies in effect on the Termination Date and (b) the average incentive compensation paid to the Executive by the Company for the previous two years; plus

(3)           a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 7 and any deductions authorized by the Executive) in an amount equal to the amount forfeited by the Executive under any qualified defined contribution plan maintained by the Company or any of its subsidiaries as a result of the Executive’s termination of employment.

(b)           The Executive shall become fully (100%) vested in the Executive’s accrued benefits under the Aon Corporation Excess Benefit Plan, the Aon Corporation Supplemental Savings Plan and the Aon Corporation Supplemental Employee Stock Ownership Plan, or successor plans in effect on the date of the Executive’s termination of employment (the “Nonqualified Plans”).  The Executive’s accrued benefits under the Aon Corporation Excess Benefit Plan or the Aon Corporation Supplemental Savings Plan, whichever plan is applicable to the Executive on the date of the Executive’s termination of employment, shall be determined by crediting the Executive with two (2) additional years of age and service credits and, in the case of the Aon Corporation Supplemental Savings Plan, two (2) additional years of Retirement Plan Contributions.

(c)           For the period commencing on the Termination Date and ending on the earlier of (i) the date which is two (2) years following the Termination Date and (ii) the date on which the Executive becomes eligible to participate in and receive medical, dental and life insurance benefits under a plan or arrangement sponsored by another employer having benefits substantially equivalent to the benefits provided pursuant to this Section 3(c), the Company shall continue the Executive’s medical, dental and life insurance coverage, under the Company-sponsored plans or otherwise, upon the same terms and otherwise to the same extent as such coverage shall have been in effect immediately prior to the Executive’s Termination Date, and the Company and the Executive shall share the costs of the continuation of such medical, dental and life insurance coverage in the same proportion as such costs were shared immediately prior to the Termination Date; provided, the Company’s share of the cost of the continuation of coverage under any self-insured medical reimbursement plan that is subject to Section 105(h) of the Code shall be included in the Executive’s taxable income from the Company.  Such continuation of medical and dental coverage shall be in satisfaction of the Company’s obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).  Payment or reimbursement of expenses incurred by the Executive pursuant to this Section 3(c) shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of expenses eligible for reimbursement, or in-kind benefits provided, in any year shall not affect the amount of expenses eligible for

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reimbursement, or in-kind benefits to be provided, in any other year, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Section 105(b) of the Code.  Additionally, such right to payment or reimbursement, or in-kind benefits to be provided, shall not be subject to liquidation or exchange for another benefit.  If the Executive is a “specified employee” under Section 409A of the Code, the full cost of the continuation or provision of employee benefits described under this Section 3(c) (other than any cost of medical or dental benefit plans or programs or the cost of any other plan or program that is exempt from Section 409A of the Code) shall be paid by the Executive until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment, and such cost shall be reimbursed on behalf of the Parent by the Company or the applicable subsidiary to, or on behalf of, the Executive in a lump sum cash payment on the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment.

4.             Vesting of Equity Awards Upon Termination Date; Exercise Period.  Immediately upon the Executive’s Termination Date, all stock options and other equity awards, if any, granted by the Parent or the Company to the Executive (or stock options and other equity awards granted in substitution therefor by an acquiror of, or successor to, either of the Parent or the Company) that are not otherwise exercisable or vested shall become exercisable and vested in full.  Notwithstanding the foregoing, the time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Section 4, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is defined under Section 409A of the Code), may not be accelerated except as otherwise permitted under Section 409A of the Code and the guidance and Treasury regulations issued thereunder.  With respect to any and all outstanding stock options granted by the Parent or the Company to the Executive, each such option shall remain exercisable following the Executive’s termination of employment until and including the expiration date of the term of the option (as set forth in the written agreement relating to such option).

5.             Code Section 4999 Excise Tax.  (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that (i) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Parent or the Company (or any of its affiliated entities) or any entity which effectuates a Change in Control (or any of its affiliated entities) to or for the benefit of the Executive (whether pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (ii) the reduction of the amounts payable to the Executive under this Agreement to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the Executive with a greater after-tax amount than if such amounts were not reduced, then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the Safe Harbor Cap.  The reduction of the amounts payable hereunder, if applicable, shall be made to the extent necessary in the following order: (i) the acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of the stock subject to the award and of other equity awards, provided that such stock options and of other equity awards are not permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A — 24(c); (ii) the payments under Section 3(a); (iii) the acceleration of vesting of stock options with an exercise

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price that exceeds the then fair market value of the stock subject to the award and other equity awards, provided that such stock options and other equity awards are permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A — 24(c); (iv) the payments and benefits under Section 3(b); (v) the payments and benefits under Section 3(c); and (v) the acceleration of vesting of all other stock options and equity awards.  For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and no other Payments) shall be reduced.  If the reduction of the amounts payable hereunder would not result in a greater after-tax result to the Executive, no amounts payable under this Agreement shall be reduced pursuant to this provision.

(b)           All determinations required to be made under this Section shall be made by the public accounting firm that is retained by the Parent as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Parent and the Executive within fifteen (15) business days of the receipt of notice from the Parent or the Executive that there has been a Payment, or such earlier time as is requested by the Parent.  Notwithstanding the foregoing, in the event (i) the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the person(s) effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder).  All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Parent.  If payments are reduced to the Safe Harbor Cap or the Accounting Firm determines that no Excise Tax is payable by the Executive without a reduction in payments, the Accounting Firm shall provide a written  opinion to the Executive to the effect that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty.  The determination by the Accounting Firm shall be binding upon the Parent and the Executive (except as provided in Section 5(c) below).

(c)           If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that Payments have been made to, or provided for the benefit of, the Executive on behalf of the Parent by the Company which are in excess of the limitations provided in this Section (referred to hereinafter as an “Excess Payment”), the Executive shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the determination, it is possible that Payments which will not have been made by the Company on behalf of the Parent should have been made (an “Underpayment”), consistent with the calculations required to be made under this Section.  In the event that it is determined (i) by the Accounting Firm, the Parent (which shall include the position taken by the Parent, or together with its consolidated group, on its federal income tax return) or the IRS or (ii) pursuant to a determination by a court, that an

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Underpayment has occurred, on behalf of the Parent the Company shall pay an amount equal to such Underpayment to the Executive within 10 days of such determination together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive until the date of payment.  The Executive shall cooperate, to the extent the Executive’s expenses are reimbursed by the Company on behalf of the Parent, with any reasonable requests by the Parent in connection with any contests or disputes with the IRS in connection with the Excise Tax or the determination of the Excess Payment.  Notwithstanding the foregoing, in the event that amounts payable under this Agreement were reduced pursuant to Section 5(a) and the present value of any Payment is subsequently re-determined by the Accounting Firm within the context of Treasury Regulation Section 1 280G-1 Q/A 33 that reduces the value of the Payment, the Company on behalf of the Parent shall promptly pay to Executive any amounts payable under this Agreement that were not previously paid solely as a result of Section 5(a), subject to the Safe Harbor Cap.

(d)           A payment or reimbursement of expenses described in this Section 5 shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of such expenses eligible for payment or reimbursement in any year shall not affect the amount of such expenses eligible for payment or reimbursement in any other year nor shall such right to payment or reimbursement be subject to liquidation or exchange for another benefit.

6.             Delay of Payments.  (a)  Except as otherwise provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a).

(b)           In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”).  Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining

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payments due under this Agreement shall be payable in accordance with their original payment schedule.

7.             Withholding Taxes.  The Company may withhold from all payments due to the Executive (or the Executive’s beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

8.             Reimbursement of Expenses.  If any contest or dispute shall arise under this Agreement involving termination of the Executive’s employment with the Company or involving the failure or refusal of the Parent or the Company to perform fully in accordance with the terms hereof, on behalf of the Parent the Company shall reimburse the Executive, on a current basis, for all legal fees and expenses, if any, incurred by the Executive in connection with such contest or dispute; provided, however, that in the event the resolution of any such contest or dispute includes a finding denying, in total, the Executive’s claims in such contest or dispute, the Executive shall be required to reimburse the Company, over a period of 12 months from the date of such resolution, for all sums advanced to the Executive pursuant to this Section 8.  Payment or reimbursement of expenses described in this Section 8 shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of such expenses eligible for payment or reimbursement in any year shall not affect the amount of such expenses eligible for payment or reimbursement in any other year nor shall the right to payment or reimbursement be subject to liquidation or exchange for another benefit.

9.             Operative Event.  No amounts shall be payable hereunder unless and until there is a Change in Control.

10.           Termination of Agreement.  (a)  This Agreement shall be effective on the date hereof and shall continue until terminated by the Parent as provided in Section 10(b); provided, however, that this Agreement shall terminate in any event upon the earlier to occur of (1) termination of the Executive’s employment with the Company prior to a Change in Control and (2) the Executive’s death.

(b)  The Parent shall have the right prior to a Change in Control, in its sole discretion, pursuant to action by the Board, to approve the termination of this Agreement, which termination shall not become effective until the date fixed by the Board for such termination, which date shall be at least 120 days after notice thereof is given by the Parent to the Executive in accordance with Section 13; provided, however, that no such action shall be taken by the Board during any period of time when the Board has knowledge that any person has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board, such person has abandoned or terminated its efforts to effect a Change in Control; and provided further, that in no event shall this Agreement be terminated in the event of a Change in Control.

11.           Scope of Agreement.  Nothing in this Agreement shall be deemed to entitle the Executive to continued employment with the Company or its subsidiaries and, subject to Section 2 hereof, if the Executive’s employment with the Company shall terminate prior to a Change in Control, then the Executive shall have no further rights under this Agreement; provided, however, that any termination of the Executive’s employment following a Change in Control shall be subject to all of the provisions of this Agreement.

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12.           Successors; Binding Agreement.

(a)  This Agreement shall not be terminated by any merger or consolidation of the Parent whereby the Parent is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Parent.  In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

(b)  The Parent agrees that concurrently with any merger, consolidation or transfer of assets referred to in Section 12(a), it will cause any successor or transferee unconditionally to assume, by written instrument delivered to the Executive (or the Executive’s beneficiary or estate), all of the obligations of the Parent hereunder.  Failure of the Parent to obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer of assets shall be a breach of this Agreement and shall entitle the Executive to compensation and other benefits from the Parent in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive’s employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination during the Termination Period.  For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the Date of Termination.

(c)  This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If the Executive shall die while any amounts would be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Executive to receive such amounts or, if no person is so appointed, to the Executive’s estate.

13.           Notices.  (a)  For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed (1) if to the Executive, to the last known residential address on file for the Executive with the Company, and if to the Parent and/or to the Company, to Aon Corporation, 200 East Randolph Drive, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary, or (2) to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(b)           A written notice of the Executive’s Termination Date by the Parent and the Company, or the Executive, as the case may be, to the other, shall (1) indicate the specific termination provision in this Agreement relied upon, (2) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (3) specify the termination date (which date shall be not less than 15 days after the giving of such notice).  The failure by the Executive or the Company and the Parent to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company and the Parent hereunder or preclude the Executive or the Company

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and the Parent from asserting such fact or circumstance in enforcing the Executive’s or the Company’s and the Parent’s rights hereunder.

14.           Full Settlement; Resolution of Disputes.  (a) The Company’s obligation to make any payments on behalf of the Parent provided for in this Agreement and the Company’s or the Parent’s other obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or the Parent may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, subject to Section 3(c) hereof, such amounts shall not be reduced whether or not the Executive obtains other employment.

(b)           If there shall be any dispute between the Company or the Parent and the Executive in the event of any termination of the Executive’s employment, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause, that the determination by the Executive of the existence of Good Reason was not made in good faith, or that the Company is not otherwise obligated to pay any amount or provide any benefit to the Executive and the Executive’s dependents or other beneficiaries, as the case may be, under Sections 3 and 4 hereof, the Company shall pay all amounts, and provide all benefits, to the Executive and the Executive’s dependents or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Sections 3 and 4 hereof as though such termination were by the Company without Cause or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this Section 14(b) except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

15.           Employment with, and Action by, Subsidiaries.  For purposes of this Agreement, employment with the Company or actions taken by the Parent or the Company with respect to the Executive shall include employment with or actions taken by any corporation or other entity in which the Parent has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors.

16.           Governing Law; Validity.  The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to the principle of conflicts of laws.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect.

17.           Counterparts.  This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.

18.           Miscellaneous.  No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by the Executive

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and by a duly authorized officer of the Parent.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  Failure by the Executive or the Company and/or the Parent to insist upon strict compliance with any provision of this Agreement or to assert any right the Executive or the Company and/or the Parent may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

19.           Prohibition on Acceleration of Payments.  The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, or pursuant to the terms of any other employment agreement or compensation arrangement entered into between the Executive and the Company or any of its subsidiaries, may not be accelerated hereunder, or under any such other employment agreement or other compensation arrangement, except as otherwise permitted under Section 409A of the Code and the guidance and Treasury Regulations issued thereunder.

20.           Code Section 409A.  The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Section 409A of the Code to the extent applicable thereto.  Notwithstanding any provision of the Agreement to the contrary, the Agreement shall be interpreted and construed consistent with this intent, provided that the Parent or the Company shall not be required to assume any increased economic burden in connection therewith.  Although the Parent and the Company intend to administer the Agreement so that it will comply with the requirements of Section 409A of the Code, neither the Parent nor the Company represents or warrants that the Agreement will comply with Section 409A of the Code or any other provision of federal, state, local or non-United States law.  Neither the Parent, the Company, any of their subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the Parent or the Company and any of their subsidiaries shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A of the Code.

21.           Entire Agreement.  This Agreement supersedes the Severance Agreement (or Change in Control Agreement)  between the Executive and the Company, entered into, and approved by the Board for execution by the parties, as of                       , 20     and any and all similar agreements entered into by the parties prior to the date hereof.  This Agreement constitutes the entire understanding between the parties with respect to the Executive’s severance pay in the event of a termination of the Executive’s employment with the Company in connection with a Change in Control; provided, however, that except as otherwise expressly set forth in this Agreement, the rights of, and benefits payable to, the Executive, the Executive’s estate or the Executive’s beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, the Executive, the Executive’s estate or the Executive’s beneficiaries under any other employee benefit plan or broad-based compensation program of the Company.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized officers of the Parent and the Company and the Executive has executed this Agreement as of the day and year first above written.

AON PLC

By:

Its:

AON CORPORATION

By:

Its:

EXECUTIVE

[Insert Name]

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EXHIBIT A TO
 AGREEMENT

NONCOMPETITION, NONSOLICITATION,

CONFIDENTIALITY AGREEMENT AND RELEASE OF CLAIMS

This Noncompetition, Nonsolicitation, Confidentiality Agreement and Release of Claims (this “Noncompetition Agreement”) is executed by Aon plc, a public limited company incorporated under English law (the “Parent”), Aon Corporation, a Delaware corporation (the “Company”), and                                 (the “Executive”) pursuant to the Change in Control Agreement dated as of                               , 20     between the Parent, the Company and the Executive (the “Agreement”).

WHEREAS, the Executive’s employment with the Company and its subsidiaries is terminating;

WHEREAS, the Executive acknowledges that the benefits to be provided to the Executive under the Agreement are in consideration of, and are sufficient to support, the covenants set forth in this Noncompetition Agreement; and

WHEREAS, the Executive understands that the Parent and the Company regard the representations and covenants by the Executive in this Noncompetition Agreement as material and that the Parent and the Company are relying on such representations and covenants in paying amounts to the Executive pursuant to the Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1.             Severance Benefits.  The Executive’s employment with the Company and its subsidiaries shall terminate on                 , and the Executive shall receive the severance benefits set forth in the Agreement in accordance with the terms and subject to the conditions thereof.

2.             Noncompetition; Nonsolicitation.  (a)  General.  The Executive acknowledges that in the course of the Executive’s employment with the Company the Executive has become familiar with trade secrets and other confidential information concerning the Parent, the Company, and their subsidiaries, including Aon Group, Inc., a Maryland corporation (“Aon Group”), and that the Executive’s services were of special, unique and extraordinary value to the Parent, the Company and their affiliates.

(b)           Noncompetition.  The Executive agrees that during the period commencing on the Executive’s Termination Date (as defined in the Agreement) and ending on the date which is two years following the Executive’s Termination Date (the “Noncompetition Period”), the Executive shall not in any manner engage in Competitive Activity in any Restricted Area.  For purposes of this Agreement, “Competitive Activity” means engaging (directly or indirectly, through any person, firm, corporation or enterprise, either alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other firm, corporation or enterprise or otherwise) or assisting any other person, firm, corporation

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or enterprise in engaging in any Business of the Parent, the Company, or any of their subsidiaries, including Aon Group (collectively, the “Protected Parties”), if the Business was being conducted by or contemplated by any of the Protected Parties as of the Executive’s Termination Date.  For purposes of this Agreement, “Business” includes, but is not limited to, the following: the provision of conventional and alternative risk management products; the performance of services in the businesses of insurance brokerage, reinsurance brokerage, benefits consulting, compensation consulting, human resources consulting and management underwriting; the performance of other insurance services, such as accounting, claims management and handling, contract wording, information systems and actuarial; the solicitation and servicing of the insurance and reinsurance needs of individual and commercial clients; and other similar enterprises in which any of the Protected Parties may be engaged.   For purposes of this Agreement, “Restricted Area” means any country in which a Business is or was conducted or contemplated by any of the Protected Parties.

(c)           Nonsolicitation.  The Executive further agrees that during the Noncompetition Period the Executive shall not (i) in any manner, directly or indirectly, induce or attempt to induce any employee of the Parent, the Company or any of their subsidiaries, including Aon Group, to terminate or abandon his or her employment for any purpose whatsoever or (ii) in connection with any business to which Section 2(b) of this Noncompetition Agreement applies, call on, service, solicit or otherwise do business with any customer of the Parent, the Company, or any of their subsidiaries, including Aon Group.

(d)           Exceptions.  Nothing in this Section 2 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) an owner of not more than two percent (2%) of the outstanding stock of any class of a corporation, any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation.

(e)           Reformation.  If, at any time of enforcement of this Section 2 a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the Executive agrees that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.  This Noncompetition Agreement shall not authorize a court to increase or broaden any of the restrictions in this Section 2.

3.             Confidentiality.  The Executive agrees that the Executive shall not, at any time after the termination of the Executive’s employment, make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Parent, the Company, or any of their subsidiaries, including Aon Group, or (ii) other technical, business, proprietary or financial information of the Parent, the Company, or any of their subsidiaries, including Aon Group, not available to the public generally or to the competitors of the Parent or the Company, or to the competitors of any of their subsidiaries, including Aon Group (“Confidential Information”), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical or on electronic or other media available to the general public, other than as a result of any act or omission of the Executive or (b) is required to be disclosed by any law, regulation or order of

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any court or regulatory commission, department or agency, provided that the Executive gives prompt notice of such requirement to the Parent to enable the Parent or the Company to seek an appropriate protective order.  Promptly following the termination of the Executive’s employment, the Executive shall surrender to the Company all records, memoranda, notes, plans, reports, computer disks and software and other documents and data which constitute Confidential Information which the Executive may then possess or have under the Executive’s control (together with all copies thereof).

4.             Enforcement.  The Executive acknowledges that the Parent, the Company, and their subsidiaries, including Aon Group, would be damaged irreparably in the event that any provision of Section 2 or 3 of this Noncompetition Agreement were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach.  Accordingly, the Executive agrees that the Parent, the Company, and their successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security).  The Executive agrees that the Executive will submit to the personal jurisdiction of the courts of the State of Illinois in any action by the Parent and/or the Company to obtain injunctive or other relief contemplated by this Section 4.

5.             General Release of All Claims.  (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement.  Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the

17

Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule.  This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company.

(b)  The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein.  The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein.

(c)  The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5.  Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission.  The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent.

(d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision.

(e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA.  The Executive further agrees that:

18

(1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”);

(2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement;

(3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it;

(4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement;

(5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement;

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

(7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable.

(f)  This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement.  To the extent barred by the OWBPA, the covenant not to sue contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement.

(g)  To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 200 East Randolph Drive, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary.  The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement.  If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

6.             Entire Agreement.  The Agreement and this Noncompetition Agreement constitute the entire understanding between the parties.  The Executive has not relied on any oral statements that are not included in the Agreement or this Noncompetition Agreement.

7.             Severability.  If any provision of this Noncompetition Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other

19

provision hereof, and this Noncompetition Agreement shall be construed and enforced as if such provision had not been included.

8.             Governing Law.  This Noncompetition Agreement shall be construed, interpreted and applied in accordance with the internal laws of the State of Illinois without regard to the principles of conflicts of laws.

IN WITNESS WHEREOF, the Parent and the Company have caused this Noncompetition Agreement to be executed by their duly authorized officers and the Executive has executed this Noncompetition Agreement as of the day and year first above written.

AON PLC

By:

Its:

AON CORPORATION

By:

Its:

EXECUTIVE

[Executive’s Name]

20

EX-10.16

Exhibit 10.16

Aon Corporation

Senior Executive Incentive Compensation Plan

(Amended and Restated Effective January 1, 2012)

Overview

Since 2001, Aon has maintained its Omnibus Incentive Plan to encourage the highest level of performance of its executives through the establishment of quantifiable performance goals. Awards granted under the Omnibus Incentive Plan are intended to qualify as deductible “performance-based” compensation pursuant to Section 162(m) of the Code.

This Plan is a sub-plan of the Omnibus Incentive Plan and was originally adopted by the Committee effective January 1, 2008, and amended and restated from time to time thereafter. This amendment and restatement of the Plan is effective as of January 1, 2012. This Plan provides a discretionary framework regarding the funding of awards under the Omnibus Incentive Plan and provides certain terms and conditions relating to the form and timing of awards under the Omnibus Incentive Plan.

Performance Period

The Plan is based on successive calendar-year performance periods.

Eligibility

All members of Aon’s Executive Committee are eligible to participate in the Plan, as well as senior executives that are regularly invited to attend meetings of Aon’s Executive Committee but who are not official members, if they: (a) are actively employed by Aon as of the last day of the calendar year; (b) are on an approved leave of absence as of the last day of the calendar year; or (c) terminated employment on account of death or Total and Permanent Disability during the calendar year. The Committee may modify the eligibility criteria as it deems necessary or appropriate.

Award Calculation

At the beginning of each calendar year, the Committee will approve a “target incentive award” for each participant as a percentage of his or her base salary. The Committee will also establish corporate performance metrics applicable to the funding of incentive awards under the Plan, and those metrics may include: (1) the achievement of a specified pre-tax income from ongoing operations; (2) the growth in pre-tax income from ongoing operations as compare to the prior year; (3) organic revenue growth; and/or (4) any other factors as determined by the Committee in its sole discretion. In addition, business unit, functional and individual performance metrics may be established and assigned weights to guide the Committee in its allocation of awards to participants.

After the close of the calendar year, awards to participants will be determined in the sole discretion of the Committee and paid to participants pursuant to and contingent upon satisfaction of all conditions under the Omnibus Incentive Plan. Awards will be funded in accordance with the corporate performance criteria adopted by the Committee; provided, however, that the CEO, in his sole discretion may elect to (i) reduce funding by up to 20% of the aggregate amount of the Participants’ target incentive awards, which discretion can be exercised at any time without the necessity of Committee approval, or (ii) increase funding by up to 10% of the aggregate amount of the Participants’ target incentive awards, provided that any such increase is subject to approval by the Committee at its next regularly scheduled meeting.

Awards will be allocated in the sole discretion of the Committee taking into account, among other facts, the participants’ target incentive awards and achievement of the assigned metrics. Any resulting awards will be paid pursuant to the terms and conditions of the Omnibus Incentive Plan; provided, however, in no event will an Award be paid later than two and one-half months after the end of the calendar year to which such award relates. In no event may an award to a participant exceed the maximum set forth in the

Omnibus Incentive Plan (i.e. $10 million). In no event may an award to a participant fail to qualify as deductible “performance-based” compensation under Section 162(m) of the Code.

Payout Process

After the awards are determined by the Committee, they will be paid out partly in cash and partly in restricted stock units of Aon common stock pursuant to the Omnibus Incentive Plan, or in such other security as may result from an adjustment to shares pursuant to Section 5.2 of the Omnibus Incentive Plan, unless Aon is contractually obligated to provide a participant’s award fully in cash.

Awards exceeding $100,000 in value will be paid 65% in cash and 35% in restricted stock units awarded pursuant to the Omnibus Incentive Plan; Awards of at least $50,000 but less than $100,001 in value will be paid 80% in cash and 20% in restricted stock units awarded pursuant to the Omnibus Incentive Plan; and awards of less than $50,000 will be paid fully in cash.

The restricted stock units will be subject to the terms and conditions established by the Committee; provided, however, that they will vest in three equal installments on each of the first through third anniversaries of the date of grant. The Committee may modify the manner of distribution for an individual participant or one or more groups of participants as it deems necessary or appropriate.

A participant will have no right to an award until it is paid.

Administration

It is expressly understood that the Committee has the discretionary authority to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan, all of which will be binding upon the participant. The Committee has the sole discretion to set the Target Award Percentage for each participant and to determine any final award payment taking into account factors it selects in its sole discretion including, but not limited to, the duration of a participant’s employment with the Company during the year.

Corporate Change

On January 13, 2012, the Company announced that its corporate headquarters will move to London, in the United Kingdom, and its place of incorporation will move from Delaware (US) to the United Kingdom. As a result of this transaction, which is subject to the approval of the Company’s stockholders on March 15, 2012, the Company’s stockholders will receive one Class A Ordinary Share of the new U.K. holding company (the “PLC”) in exchange for each share of common stock of Aon Corporation, the Delaware corporation. Awards under this Plan that are settled in restricted stock units will be subject to adjustment as set forth in Section 5.2 of the Omnibus Incentive Plan on account of the corporate change, and certain terms (such as the identity of the shares in which a portion of the Awards under this Plan will settle) will be adjusted accordingly if the stockholders approve the transaction. Further, if the transaction is approved by the Company’s stockholders, at the time of settlement of Awards under this Plan, such portion of Awards settled in restricted stock units may be subject to the participant’s payment of a Nominal Value (as determined in the sole discretion of the Company and in accordance with the U.K. Companies Act 2006, as amended from time to time), and such obligation may be satisfied by the participant in any manner to be established by the Company in its sole discretion.

General Provisions

This Plan constitutes a legal document which governs all matters involved with its interpretation and administration and superseded any writing or representation inconsistent with its terms.

To the extent not preempted by federal law, this Plan will be construed in accordance with, and subject to, the laws of the state of Illinois without regard to any conflict of laws principles. Any legal action related to this Plan must be brought in a federal or state court located in Illinois.

All awards will be subject to applicable withholding taxes and other required deductions.

Participants may not assign, transfer, sell, pledge or otherwise alienate their award opportunities, other than by will or by the laws of descent and distribution. Any award payable on behalf of a deceased participant will be paid to the participant’s estate.

Aon is not required to establish a separate account or fund or to make any other segregation of its assets in connection with awards that could become payable under this Plan. Participants will have rights with regard to earned but unpaid awards that are no greater than the rights of unsecured general creditors.

This Plan and the benefits provided hereunder are intended to comply with Section 409A of the Code and the guidance and Treasury Regulations issued thereunder to the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted and construed consistent with this intent. Notwithstanding the foregoing, Aon shall not be required to assume any increased economic burden in connection therewith. Although Aon intends to administer the Plan so that it will comply with the requirements of Section 409A of the Code, Aon does not represent or warrant that the Plan will comply with Section 409A of the Code or any other provision of federal, state, local, or non-United States law. Neither Aon, nor any subsidiary, nor its or their respective directors, officers, employees or advisers shall be liable to any participant (or any other individual claiming a benefit through the participant) for any tax, interest, or penalties the participant might owe as a result of participation in the Plan, and neither Aon nor any subsidiary shall have any obligation to indemnify or otherwise protect any participant from the obligation to pay any taxes pursuant to Section 409A of the Code.

Reservation and Retention of Company Rights

Participation in this Plan will not give a participant any right to be retained in the employ of Aon. No employee will at any time have a right to be selected for participation in another performance-based incentive program, including any future program, on account of his or her participation in this Plan.

All awards under this Plan are gratuitous in nature and will not become part of any employment condition or contract.

The Committee reserves the right to amend or terminate this Plan, prospectively or retroactively, at any time and for any reason.

Omnibus Incentive Plan Controls

In the event of any inconsistency between this Plan and the Omnibus Incentive Plan, the Omnibus Incentive Plan will control unless otherwise specified herein.

Definitions

“Aon” means Aon Corporation, a Delaware corporation, and its operating subsidiaries and affiliates. Where appropriate, and subject to approval of the corporate change described herein by the Company’s stockholders, referenced herein to “Aon” subsequent to such approval shall be to the “PLC”.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Organization and Compensation Committee of the Board of Directors of Aon.

 “Executive Committee” means the committee comprised of senior members of Aon’s management team as established from time to time.

“Omnibus Incentive Plan” means the Aon Corporation 2011 Incentive Plan, as approved by the Company’s Stockholders on May 20, 2011, and as it may be amended from time to time.

“Organic Revenue Growth” means the growth in revenue exclusive of the impact of foreign exchange rate changes, acquisitions, divestitures, transfers between business units, investment income, reimbursable expenses, and unusual items. For purposes of this Plan, organic revenue growth will be measured to two decimal places, and interpolation between performance targets will occur in the gearing schedule adopted by the Committee.

“Plan” means this Senior Executive Incentive Compensation Plan, as amended and restated effective January 1, 2012, which in prior calendar years was referred to as the “Aon Corporation Executive Committee Incentive Plan”.

“Pre-tax income from ongoing operations” means such term calculated according to GAAP and as adjusted for certain extraordinary or special items with impact on annual results, in the form and manner determined in the sole discretion of the Committee and in compliance with IRS regulations, including, but not limited to: change in accounting policy; gain/loss on disposition of assets or business; charge for goodwill impairment; extraordinary legal/regulatory settlements; extraordinary market conditions; significant currency fluctuations; effects of nature or man-made disasters (e.g. World Trade Center); hyperinflation (e.g. >15%); charges from Board-approved restructuring programs; results of discontinued operations held for sale after sale closing; other extraordinary, unusual or infrequently occurring items — as defined by GAAP. For purposes of this Plan, pre-tax income from ongoing operations will be measured to one decimal place, and will receive straight-line interpolation between performance targets in the gearing schedule adopted by the Committee.

“Total and Permanent Disability” means (a) for US employees, entitlement to long-term disability benefits under Aon’s program as amended from time to time, and (b) for non-US employees, as established by applicable company policy or as required by local law or regulations.

If a term is used but not defined, it has the meaning given such term in the Omnibus Incentive Plan.

EX-12.1

Exhibit 12.1

Aon Corporation and Consolidated Subsidiaries

Combined With Unconsolidated Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

	Three Months ended
	March 31						Years Ended December 31,
(millions except ratio)	2012			2011			2011		2010			2009		2008		2007
Income from continuing operations before income taxes and noncontrolling interests	$	346		$	356		$	1,384	$	1,059		$	949	$	879	$	1,023
Less: Equity in earnings on less than 50% owned entities	(1		)	(1		)	7		10			11		5		6
Add back fixed charges:
Interest on indebtedness	59			63			245		182			122		126		138
Interest on uncertain tax positions	1			1			—		(1		)	2		—		2
Portion of rents representative of interest factor	14			15			55		48			48		47		75
Income as adjusted	$	419		$	436		$	1,677	$	1,278		$	1,110	$	1,047	$	1,232
Fixed charges:
Interest on indebtedness	$	59		$	63		$	245	$	182		$	122	$	126	$	138
Interest on uncertain tax positions	1			1			—		(1		)	2		—		2
Portion of rents representative of interest factor	14			15			55		48			48		47		75
Total fixed charges	$	74		$	79		$	300	$	229		$	172	$	173	$	215
Ratio of earnings to fixed charges	5.7			5.5			5.6		5.6			6.5		6.1		5.7

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Gregory C. Case, the Chief Executive Officer of Aon plc, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Aon plc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2012	/s/ Gregory C. Case
	Gregory C. Case
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Christa Davies, the Chief Financial Officer of Aon plc, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Aon plc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2012	/s/ Christa Davies
	Christa Davies
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

I, Gregory C. Case, the Chief Executive Officer of Aon plc (the “Company”), certify that (i) the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gregory C. Case

Gregory C. Case

Chief Executive Officer

May 8, 2012

EX-32.2

Exhibit 32.2

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

I, Christa Davies, the Chief Financial Officer of Aon plc (the “Company”), certify that (i) the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Christa Davies

Christa Davies

Chief Financial Officer

May 8, 2012

XML

Acquisitions and Dispositions (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012 Business	Mar. 31, 2011 Business
Business Acquisition
Consideration transferred:	21	3
Intangible assets:
Goodwill	19	1
Other intangible assets	8	3
Intangible assets	27	4
Risk Solutions
Business Acquisition
Number of business acquired under business combination	2	1

XML

Derivatives and Hedging (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Derivatives, Fair Value
Derivative Assets	$ 188	$ 157
Derivative Liabilities	206	189
Notional Amount	2,157	2,245
Derivatives accounted for as hedges:
Derivatives, Fair Value
Derivative Assets	187	156
Derivative Liabilities	205	188
Notional Amount	1,929	1,999
Interest rate contracts | Derivatives accounted for as hedges:
Derivatives, Fair Value
Derivative Assets	18	16
Notional Amount	552	702
Foreign exchange contracts | Derivatives accounted for as hedges:
Derivatives, Fair Value
Derivative Assets	169	140
Derivative Liabilities	205	188
Notional Amount	1,377	1,297
Foreign exchange contracts | Derivatives not accounted for as hedges:
Derivatives, Fair Value
Derivative Assets	1	1
Derivative Liabilities	1	1
Notional Amount	$ 228	$ 246

XML

Stockholders' Equity (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Accumulated other comprehensive loss:
Net derivative losses	$ (30)	$ (37)
Net foreign exchange translation adjustments	227	124
Net postretirement benefit obligations	(2,436)	(2,457)
Accumulated other comprehensive loss, net of tax	$ (2,239)	$ (2,370)

XML

Derivatives and Hedging (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Derivative Instruments, Gain (Loss)
Amount of Gain (Loss) Recognized in Income on Derivative	$ 2
Estimated pretax losses currently included within Accumulated Other Comprehensive Loss that will be reclassified to earnings in next twelve months	20
Derivatives accounted for as hedges: | Cash flow hedges
Derivative Instruments, Gain (Loss)
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	2	(2)
Amount of Gain (Loss) Reclassified from OCI into income (effective portion)	(8)	2
Interest rate contracts | Derivatives accounted for as hedges: | Cash flow hedges
Derivative Instruments, Gain (Loss)
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	0	(2)
Amount of Gain (Loss) Reclassified from OCI into income (effective portion)	0
Foreign exchange contracts | Derivatives accounted for as hedges: | Cash flow hedges
Derivative Instruments, Gain (Loss)
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	2
Amount of Gain (Loss) Reclassified from OCI into income (effective portion)	(8)	2
Foreign exchange contracts | Derivatives accounted for as hedges: | Net investment hedges
Derivative Instruments, Gain (Loss)
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	(10)	(13)
Amount of Gain (Loss) Reclassified from OCI into income (effective portion)	0
Foreign exchange contracts | Derivatives accounted for as hedges: | Fair value hedges
Derivative Instruments, Gain (Loss)
Amount of Gain (Loss) Recognized in Income on Derivative	2	(7)
Amount of Gain (Loss) Recognized in Income on Related Hedged Item	(2)	8
Foreign exchange contracts | Derivatives not accounted for as hedges:
Derivative Instruments, Gain (Loss)
Amount of Gain (Loss) Recognized in Income on Derivative	$ 5	$ (1)

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Debt (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		3 Months Ended		3 Months Ended
	Mar. 31, 2012 Commercial paper	Dec. 31, 2011 Commercial paper	Mar. 31, 2012 Revolving Credit Agreement Y	Mar. 20, 2012 Revolving Credit Agreement	Mar. 31, 2012 Revolving Credit Agreement Minimum	Mar. 31, 2012 Revolving Credit Agreement Maximum	Mar. 31, 2012 Revolving Credit Agreement LIBOR	Mar. 31, 2012 Revolving Credit Agreement Federal Funds rate	Mar. 31, 2012 Revolving Credit Agreement Prime rate	Mar. 31, 2012 Revolving Credit Agreement One month eurodollar rate
Debt Instrument
Total debt		$ 50
Weighted average commercial paper outstanding	20.9
Weighted-average interest rates (as a percent)	0.47%
New credit and loan facility				$ 400
Term of credit agreement			5
Debt instrument base interest rate							LIBOR	Federal fund effective rate	Prime rate	One month Eurodollar rate
Debt Instrument, Variable Rate								0.50%		1.00%
Ratio of consolidated adjusted EBITDA to consolidated interest expense , numerator					0.04
Ratio of consolidated adjusted EBITDA to consolidated interest expense , denominator					0.01
Ratio of consolidated funded debt to consolidated adjusted EBITDA, numerator					0.03	0.0325
Ratio of consolidated funded debt to consolidated adjusted EBITDA, denominator					0.01	0.01

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Derivatives and Hedging (Tables)

3 Months Ended

Mar. 31, 2012

Derivatives and Hedging

Notional and fair values of derivative instruments

	Notional Amount				Derivative Assets (1)				Derivative Liabilities (2)
	March 31, 2012		December 31, 2011		March 31, 2012		December 31, 2011		March 31, 2012		December 31, 2011
Derivatives accounted for as hedges:
Interest rate contracts	$	552	$	702	$	18	$	16	$	—	$	—
Foreign exchange contracts	1,377		1,297		169		140		205		188
Total	1,929		1,999		187		156		205		188
Derivatives not accounted for as hedges:
Foreign exchange contracts	228		246		1		1		1		1
Total	$	2,157	$	2,245	$	188	$	157	$	206	$	189

(1) Included within Other assets

(2) Included within Other liabilities

Derivative gains (losses)

	Three months ended
	March 31,
	2012			2011
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
Cash flow hedges:
Interest rate contracts	$	—		$	(2	)
Foreign exchange contracts	2			—
Total	$	2		$	(2	)
Foreign net investment hedges:
Foreign exchange contracts	$	(10	)	$	(13	)
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into income (effective portion):
Cash flow hedges:
Interest rate contracts (1)	$	—		$	—
Foreign exchange contracts (2)	(8		)	2
Total	$	(8	)	$	2
Foreign net investment hedges:
Foreign exchange contracts	$	—		$	—

(1) Included within Fiduciary investment income and Interest expense

(2) Included within Other general expenses and Interest expense

	Three months ended March 31,
	Amount of Gain (Loss) Recognized in Income on Derviative (1)					Amount of Gain (Loss) Recognized in Income on Related Hedged Item (2)
	2012		2011			2012			2011
Fair value hedges:
Foreign exchange contracts	$	2	$	(7	)	$	(2	)	$	8

(1) Relates to fixed rate debt

(2) Included in Interest expense

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Fair Value and Financial Instruments (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Fair value of financial instrument
Carrying value of total debt	$ 4,168	$ 4,155
Fair value of total debt	$ 4,511	$ 4,494

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Other Income (Tables)

3 Months Ended

Mar. 31, 2012

Other Income

Other Income

	Three months ended March 31,
	2012			2011
Equity earnings	$	5		$	6
Realized gain on sale of investments	10			10
Foreign currency remeasurement losses	(18		)	(2		)
Hedging gain	2			—
Other	1			1
	$	—		$	15

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Stock Compensation Plans (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense, net of tax	$ 55.0	$ 74.0
Restricted Stock Units ("RSUs")
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense, net of tax	49.0	45.0
Non-vested stock awards
Non-vested at beginning of period (in shares)	9,916	10,674
Granted (in shares)	2,278	2,384
Vested (in shares)	(2,022)	(2,071)
Forfeited (in shares)	(179)	(94)
Non-vested at end of period (in shares)	9,993	10,893
Weighted Average Fair value
Non-vested at beginning of period (in dollars per share)	$ 42	$ 38
Granted (in dollars per share)	$ 47	$ 52
Vested (in dollars per share)	$ 43	$ 39
Forfeited (in dollars per share)	$ 44	$ 39
Non-vested at end of period (in dollars per share)	$ 43	$ 41
Performance-based Awards
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense, net of tax	2.0	25.0
Non-vested stock awards
Granted (in shares)	1,353	1,715	1,390
Weighted Average Fair value
Granted (in dollars per share)	$ 47	$ 50	$ 39
Number of shares that would be issued based on current performance levels	1,353	1,158	1,299
Unamortized expense, based on current performance levels	63	36	12
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense, net of tax	2.0	0.3
Employee stock purchase plans
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense, net of tax	$ 2.0	$ 1.0

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Goodwill and Other Intangible Assets (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Intangible assets with indefinite lives
Trademarks	$ 1,024		$ 1,024
Intangible assets with finite lives
Intangible assets with finite lives, accumulated amortization	1,081		966
Intangible assets with finite lives, gross carrying amount	4,284		4,242
Intangible assets, net	3,203		3,276
Amortization expense on intangible assets	104	91
Estimated amortization for intangible assets
Remainder of 2012	313
2013	377
2014	330
2015	285
2016	241
Thereafter	633
Estimated future amortization for intangible assets	2,179
HR Solutions
Estimated amortization for intangible assets
Remainder of 2012	223
2013	276
2014	239
2015	209
2016	175
Thereafter	478
Estimated future amortization for intangible assets	1,600
Risk Solutions
Estimated amortization for intangible assets
Remainder of 2012	90
2013	101
2014	91
2015	76
2016	66
Thereafter	155
Estimated future amortization for intangible assets	579
Trademarks
Intangible assets with finite lives
Intangible assets with finite lives, accumulated amortization	1		1
Intangible assets with finite lives, gross carrying amount	4		4
Intangible assets, net	3		3
Customer Related and Contract Based
Intangible assets with finite lives
Intangible assets with finite lives, accumulated amortization	711		615
Intangible assets with finite lives, gross carrying amount	2,642		2,608
Intangible assets, net	1,931		1,993
Marketing, Technology and Other
Intangible assets with finite lives
Intangible assets with finite lives, accumulated amortization	369		350
Intangible assets with finite lives, gross carrying amount	614		606
Intangible assets, net	$ 245		$ 256

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Cash and Cash Equivalents and Short-Term Investments (Details) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012 USD ($) Y M	Mar. 31, 2012 GBP (£) Y M	Dec. 31, 2011 USD ($)
Cash and Cash Equivalents and Short-Term Investments
Cash and cash equivalents, maximum maturity period (in months)	3	3
Cash and cash equivalents, restricted	$ 90		$ 71
Operating funds in U.K.	$ 123	£ 77	$ 120
Short-term investment, minimum maturity period (in months/year)	3	3
Short-term investment, maximum maturity period (in months/year)	1	1

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Stock Compensation Plans (Details 3) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012 Y	Mar. 31, 2011
Stock Options
Closing stock price (in dollars per share)	$ 49.06
Aggregate intrinsic value of options outstanding	$ 144
Aggregate intrinsic value of exercisable options outstanding	137
Aggregate intrinsic value of stock options exercised	13	41
Cash received from the exercise of stock options	37	82
Tax benefit realized from the exercise of stock options	1	7
Unamortized deferred compensation expense	$ 297
Remaining weighted-average amortization period (in years)	1.9

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Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012 segment	Mar. 31, 2011
Segment Information
Number of reportable segments	2
Segment Reporting Information
Revenue	$ 2,841	$ 2,759
Commissions, fees and other revenues	2,829	2,748
Fiduciary investment income	12	11
Operating income from continuing operations before income taxes	402	398
Interest income	3	6
Interest expense	(59)	(63)
Other income		15
Income from continuing operations before income taxes	346	356
Total operating segments
Segment Reporting Information
Revenue	2,841	2,759
Operating income from continuing operations before income taxes	439	430
Risk Solutions
Segment Reporting Information
Revenue	1,905	1,851
Commissions, fees and other revenues	1,893	1,840
Fiduciary investment income	12	11
Operating income from continuing operations before income taxes	366	347
Retail brokerage
Segment Reporting Information
Commissions, fees and other revenues	1,494	1,453
Reinsurance brokerage
Segment Reporting Information
Commissions, fees and other revenues	399	387
HR Solutions
Segment Reporting Information
Revenue	945	915
Commissions, fees and other revenues	945	915
Operating income from continuing operations before income taxes	73	83
Consulting services
Segment Reporting Information
Commissions, fees and other revenues	380	371
Outsourcing
Segment Reporting Information
Commissions, fees and other revenues	568	552
Intrasegment
Segment Reporting Information
Commissions, fees and other revenues	(3)	(8)
Intersegment elimination
Segment Reporting Information
Revenue	(9)	(7)
Commissions, fees and other revenues	(9)	(7)
Unallocated Expense
Segment Reporting Information
Operating income from continuing operations before income taxes	$ (37)	$ (32)

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Stockholders' Equity (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	3 Months Ended					1 Months Ended	3 Months Ended		1 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012 Continuing operations	Mar. 31, 2011 Continuing operations	Mar. 31, 2011 Hewitt Associates, Inc (Hewitt)	Jan. 31, 2010 2010 - Share Repurchase Program	Mar. 31, 2012 2010 - Share Repurchase Program	Mar. 31, 2011 2010 - Share Repurchase Program	Apr. 30, 2012 2012 - Share Repurchase Program
Common Stock Programs
Share repurchase authorization limit						$ 2,000,000,000			$ 5,000,000,000
Number of shares repurchased							2.1	6.8
Average price per share of shares purchased under share repurchase program							$ 48.32	$ 51.29
Cost of shares repurchased	100,000,000						100,000,000	350,000,000
Cumulative number of shares purchased under share repurchase programs							18.2
Cumulative value of shares purchased under share repurchase programs							913,000,000
Number of shares issued for employee benefit plans					0.4
Number of treasury shares reissued for employee benefit plans	3.7	4.5
Number of treasury shares reissued for stock option exercises	1.0	2.0
Number of treasury shares reissued for employee stock purchase plans	0.3	0.1
Participating Securities
Income from continuing operations	$ 3,000,000	$ 4,000,000	$ 3,000,000	$ 4,000,000
Weighted average shares outstanding
Shares for basic earnings per share	332.4	339.4
Common stock equivalents (in shares)	4.2	6.0
Shares for diluted earnings per share	336.6	345.4
Number of participating securities (in shares)	4.9	5.7
Number of shares excluded from the calculation of diluted earnings per share	1	1

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Accounting Principles and Practices

3 Months Ended

Mar. 31, 2012

Accounting Principles and Practices

Accounting Principles and Practices

2.  Accounting Principles and Practices

Changes in Accounting Principles

Goodwill Impairment

In September 2011, the Financial Accounting Standards Board (“FASB”) issued final guidance on goodwill impairment that gives an entity the option to perform a qualitative assessment that may eliminate the requirement to perform the annual two-step test. The current two-step test requires an entity to assess goodwill for impairment by quantitatively comparing the fair value of a reporting unit with its carrying amount, including goodwill (Step 1). If the reporting unit’s fair value is less than its carrying amount, Step 2 of the test must be performed to measure the amount of goodwill impairment, if any. The recently issued guidance gives an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity concludes that this is the case, it must perform the two-step test. Otherwise, the two-step test is not required. The Company early adopted this guidance in the fourth quarter 2011. The adoption of this guidance did not have a material impact on the Company’s financial statements.

Comprehensive Income

In June 2011, the FASB issued guidance that updates principles related to the presentation of comprehensive income. The revised guidance requires companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements and eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The guidance, which must be applied retroactively, is effective for Aon beginning in the first quarter of 2012. The adoption of this guidance affects only the presentation of these Condensed Consolidated Financial Statements, and has no effect on the financial condition, results of operations or cash flows of the Company.

Fair Value Measurement

In May 2011, the FASB issued guidance that clarifies the application of existing fair value measurements and disclosures, and changes certain principles or requirements for fair value measurements and disclosures. The additional required disclosures include quantitative information, sensitivity discussion, and description of the valuation process, as well as increased disclosure of unobservable inputs that are significant to the fair value measurement and transfers between Level 1 and Level 2. The guidance is effective for Aon beginning in the first quarter 2012. The adoption of this guidance did not have a material impact on the Company’s financial statements.

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Restructuring (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended		3 Months Ended	12 Months Ended			3 Months Ended		12 Months Ended	3 Months Ended	12 Months Ended		1 Months Ended		3 Months Ended		12 Months Ended		3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended		12 Months Ended			3 Months Ended	12 Months Ended				3 Months Ended	12 Months Ended			3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended
	Mar. 31, 2012 Aon Hewitt Restructuring Plan	Mar. 31, 2011 Aon Hewitt Restructuring Plan	Dec. 31, 2011 Aon Hewitt Restructuring Plan	Dec. 31, 2010 Aon Hewitt Restructuring Plan	Mar. 31, 2012 Aon Hewitt Restructuring Plan HR Solutions	Dec. 31, 2011 Aon Hewitt Restructuring Plan HR Solutions	Dec. 31, 2010 Aon Hewitt Restructuring Plan HR Solutions	Dec. 31, 2011 Aon Hewitt Restructuring Plan Consulting services	Mar. 31, 2012 Aon Hewitt Restructuring Plan Risk Solutions	Mar. 31, 2011 Aon Hewitt Restructuring Plan Risk Solutions	Dec. 31, 2011 Aon Hewitt Restructuring Plan Risk Solutions	Mar. 31, 2012 Aon Hewitt Restructuring Plan Workforce reduction job	Dec. 31, 2011 Aon Hewitt Restructuring Plan Workforce reduction	Dec. 31, 2010 Aon Hewitt Restructuring Plan Workforce reduction	Oct. 31, 2010 Aon Hewitt Restructuring Plan Workforce reduction Minimum job	Oct. 31, 2010 Aon Hewitt Restructuring Plan Workforce reduction Maximum job	Mar. 31, 2012 Aon Hewitt Restructuring Plan Real estate lease realization	Mar. 31, 2012 Aon Hewitt Restructuring Plan Lease consolidation	Dec. 31, 2011 Aon Hewitt Restructuring Plan Lease consolidation	Dec. 31, 2010 Aon Hewitt Restructuring Plan Lease consolidation	Mar. 31, 2012 Aon Hewitt Restructuring Plan Asset impairments	Dec. 31, 2011 Aon Hewitt Restructuring Plan Asset impairments	Mar. 31, 2012 Aon Hewitt Restructuring Plan Other costs associated with restructuring	Dec. 31, 2011 Aon Hewitt Restructuring Plan Other costs associated with restructuring	Mar. 31, 2012 Aon Benfield Restructuring Plan	Mar. 31, 2011 Aon Benfield Restructuring Plan	Dec. 31, 2011 Aon Benfield Restructuring Plan	Dec. 31, 2010 Aon Benfield Restructuring Plan	Dec. 31, 2009 Aon Benfield Restructuring Plan	Mar. 31, 2012 Aon Benfield Restructuring Plan Workforce reduction	Dec. 31, 2011 Aon Benfield Restructuring Plan Workforce reduction	Dec. 31, 2010 Aon Benfield Restructuring Plan Workforce reduction	Dec. 31, 2009 Aon Benfield Restructuring Plan Workforce reduction	Dec. 31, 2008 Aon Benfield Restructuring Plan Workforce reduction job	Mar. 31, 2012 Aon Benfield Restructuring Plan Lease consolidation	Dec. 31, 2011 Aon Benfield Restructuring Plan Lease consolidation	Dec. 31, 2010 Aon Benfield Restructuring Plan Lease consolidation	Dec. 31, 2009 Aon Benfield Restructuring Plan Lease consolidation	Mar. 31, 2012 Aon Benfield Restructuring Plan Asset impairments	Dec. 31, 2010 Aon Benfield Restructuring Plan Asset impairments	Dec. 31, 2009 Aon Benfield Restructuring Plan Asset impairments	Mar. 31, 2012 Aon Benfield Restructuring Plan Other costs associated with restructuring	Dec. 31, 2011 Aon Benfield Restructuring Plan Other costs associated with restructuring	Dec. 31, 2010 Aon Benfield Restructuring Plan Other costs associated with restructuring	Dec. 31, 2009 Aon Benfield Restructuring Plan Other costs associated with restructuring
Restructuring and Related Cost
Number of jobs expected to be eliminated under the plan															1,500	1,800																		810
Estimated Total Cost for Restructuring Period	$ 325				$ 257				$ 68			$ 180					$ 145	$ 95			$ 47		$ 3		$ 161					$ 126					$ 26				$ 4			$ 5
Number of jobs eliminated to date under the plan												1,186
Restructuring and related charges	12	23	105	52	9	49	52	41	3	14	56	7	64	49				4	32	3	1	7		2	8	7	19	26	55	8	33	15	38			(15)	7	14		2	2		1	2	1
Purchase price allocation																									53					32					20							1
Restructuring charges Total Inception to Date	$ 169				$ 110				$ 59			$ 120						$ 39			$ 8		$ 2		$ 161					$ 126					$ 26				$ 4			$ 5

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Investments (Tables)

3 Months Ended

Mar. 31, 2012

Investments

Schedule of interest bearing assets

	March 31,		December 31,
	2012		2011
Cash and cash equivalents	$	323	$	272
Short-term investments	510		785
Fiduciary assets (1)	4,354		4,190
Investments	211		239
	$	5,398	$	5,486

(1) Fiduciary assets includes funds held on behalf of clients but does not include fiduciary receivables.

Schedule of investments

	March 31,		December 31,
	2012		2011
Equity method investments (2)	$	135	$	164
Other investments, at cost	61		60
Fixed-maturity securities	15		15
	$	211	$	239

(2) The reduction in equity method investments is primarily due to sales and redemptions.

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Restructuring (Tables)

3 Months Ended

Mar. 31, 2012

Restructuring and Related Cost

Schedule of changes in company's liabilities for its restructuring plans

	Aon Hewitt Plan			Aon Benfield Plan			2007 Plan			Other			Total
Balance at January 1, 2011	88			26			113			10			237
Expensed	98			19			(12		)	—			105
Cash payments	(93		)	(24		)	(59		)	(2		)	(178		)
Foreign exchange translation and other	2			(1		)	8			—			9
Balance at December 31, 2011	$	95		$	20		$	50		$	8		$	173
Expensed	11			8			—			—			19
Cash payments	(19		)	(9		)	(6		)	(1		)	(35		)
Foreign exchange translation and other	1			2			(1		)	—			2
Balance at March 31, 2012	$	88		$	21		$	43		$	7		$	159

Aon Hewitt Restructuring Plan

Restructuring and Related Cost

Schedule of restructuring and related expenses by type

	2010		2011		First Quarter 2012		Total Inception to Date		Estimated Total Cost for Restructuring Plan (1)
Workforce reduction	$	49	$	64	$	7	$	120	$	180
Lease consolidation	3		32		4		39		95
Asset impairments	—		7		1		8		47
Other costs associated with restructuring (2)	—		2		—		2		3
Total restructuring and related expenses	$	52	$	105	$	12	$	169	$	325

(1)   Actual costs, when incurred, may vary due to changes in the assumptions built into this plan.  Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.

(2)Other costs associated with restructuring initiatives, including moving costs and consulting and legal fees, are recognized when incurred.

Aon Hewitt Restructuring Plan | Total operating segments

Restructuring and Related Cost

Schedule of restructuring and related expenses by type

	2010		2011		First Quarter 2012		Total Inception to Date		Estimated Total Cost for Restructuring Plan
HR Solutions	$	52	$	49	$	9	$	110	$	257
Risk Solutions	—		56		3		59		68
Total restructuring and related expenses	$	52	$	105	$	12	$	169	$	325

Aon Benfield Restructuring Plan

Restructuring and Related Cost

Schedule of restructuring and related expenses by type

	Purchase Price Allocation		2009		2010		2011			First Quarter 2012		Total Cost for Restructuring Plan
Workforce reduction	$	32	$	38	$	15	$	33		$	8	$	126
Lease consolidation	20		14		7		(15		)	—		26
Asset impairments	—		2		2		—			—		4
Other costs associated with restructuring	1		1		2		1			—		5
Total restructuring and related expenses	$	53	$	55	$	26	$	19		$	8	$	161

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Fair Value and Financial Instruments (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2012 Fair Value Money market funds and highly liquid debt securities Recurring	Dec. 31, 2011 Fair Value Money market funds and highly liquid debt securities Recurring	Mar. 31, 2012 Fair Value Corporate bonds Recurring	Dec. 31, 2011 Fair Value Corporate bonds Recurring	Mar. 31, 2012 Fair Value Government bonds. Recurring	Dec. 31, 2011 Fair Value Government bonds. Recurring	Mar. 31, 2012 Fair Value Interest rate contracts Recurring	Dec. 31, 2011 Fair Value Interest rate contracts Recurring	Mar. 31, 2012 Fair Value Foreign exchange contracts Recurring	Dec. 31, 2011 Fair Value Foreign exchange contracts Recurring	Mar. 31, 2012 Quoted Prices in Active Markets for Identical Assets (Level 1) Money market funds and highly liquid debt securities Recurring	Dec. 31, 2011 Quoted Prices in Active Markets for Identical Assets (Level 1) Money market funds and highly liquid debt securities Recurring	Mar. 31, 2012 Significant Other Observable Inputs (Level 2) Money market funds and highly liquid debt securities Recurring	Dec. 31, 2011 Significant Other Observable Inputs (Level 2) Money market funds and highly liquid debt securities Recurring	Mar. 31, 2012 Significant Other Observable Inputs (Level 2) Government bonds. Recurring	Dec. 31, 2011 Significant Other Observable Inputs (Level 2) Government bonds. Recurring	Mar. 31, 2012 Significant Other Observable Inputs (Level 2) Interest rate contracts Recurring	Dec. 31, 2011 Significant Other Observable Inputs (Level 2) Interest rate contracts Recurring	Mar. 31, 2012 Significant Other Observable Inputs (Level 2) Foreign exchange contracts Recurring	Dec. 31, 2011 Significant Other Observable Inputs (Level 2) Foreign exchange contracts Recurring	Mar. 31, 2012 Significant Unobservable (Level 3) Inputs Corporate bonds Recurring	Dec. 31, 2011 Significant Unobservable (Level 3) Inputs Corporate bonds Recurring
Fair Value and Financial Instruments
Net assets value (in dollar per share)	$ 1
Assets:
Money market funds and highly liquid debt securities		$ 2,563	$ 2,428									$ 2,538	$ 2,403	$ 25	$ 25
Other investments				12	12	3	3									3	3					12	12
Derivatives								18	16	170	141							18	16	170	141
Liabilities:
Derivatives										$ 206	$ 189									$ 206	$ 189

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Restructuring (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Restructuring Reserve
Beginning balance	$ 173	$ 237
Expensed	19	105
Cash payments	(35)	(178)
Foreign exchange translation and other	2	9
Ending balance	159	173
Aon Hewitt Restructuring Plan
Restructuring Reserve
Beginning balance	95	88
Expensed	11	98
Cash payments	(19)	(93)
Foreign exchange translation and other	1	2
Ending balance	88	95
Aon Benfield Restructuring Plan
Restructuring Reserve
Beginning balance	20	26
Expensed	8	19
Cash payments	(9)	(24)
Foreign exchange translation and other	2	(1)
Ending balance	21	20
2007 Restructuring Plan
Restructuring Reserve
Beginning balance	50	113
Expensed		(12)
Cash payments	(6)	(59)
Foreign exchange translation and other	(1)	8
Ending balance	43	50
Other Restructuring Plan
Restructuring Reserve
Beginning balance	8	10
Cash payments	(1)	(2)
Ending balance	$ 7	$ 8

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2012

Stockholders' Equity

Schedule of shares of participating securities in earnings

	Three months ended March 31,
	2012		2011
Income from continuing operations	$	3	$	4
Income from discontinued operations	—		—
Net income	$	3	$	4

Schedule of components of weighted average number of shares

	Three months ended March 31,
	2012	2011
Shares for basic earnings per share (1)	332.4	339.4
Common stock equivalents	4.2	6.0
Shares for diluted earnings per share	336.6	345.4

(1)  Includes 4.9 million and 5.7 million of participating securities for the three months ended March 31, 2012 and 2011, respectively.

Components of Accumulated other comprehensive loss, net of related tax

	March 31, 2012			December 31, 2011
Net derivative losses	$	(30	)	$	(37	)
Net foreign exchange translation adjustments	227			124
Net postretirement benefit obligations	(2,436		)	(2,457		)
Accumulated other comprehensive loss, net of tax	$	(2,239	)	$	(2,370	)

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Employee Benefits (Tables) (Pension Plans, Defined Benefit)

3 Months Ended

Mar. 31, 2012

Pension Plans, Defined Benefit

Defined Benefit Plan Disclosure

Components of net periodic benefit cost for the pension plans

	Three months ended March 31,
	U.S.						International
	2012			2011			2012			2011
Service cost	$	—		$	—		$	4		$	5
Interest cost	30			30			66			66
Expected return on plan assets	(32		)	(30		)	(80		)	(71		)
Amortization of net actuarial loss	11			8			14			13
Net periodic benefit cost	$	9		$	8		$	4		$	13

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Basis of Presentation

3 Months Ended

Mar. 31, 2012

Basis of Presentation

Basis of Presentation

1.  Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Condensed Consolidated Financial Statements include the accounts of Aon plc and all controlled subsidiaries (“Aon” or the “Company”). All material intercompany accounts and transactions have been eliminated. The Condensed Consolidated Financial Statements include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows for all periods presented.

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The results for the three months ended March 31, 2012 are not necessarily indicative of operating results that may be expected for the full year ending December 31, 2012.

Company Redomestication

On April 2, 2012, the Company completed the reorganization of the corporate structure of the group of companies controlled by its predecessor, Aon Corporation, as holding company of the Aon group, pursuant to which Aon Corporation merged with one of its indirect, wholly-owned subsidiaries and Aon plc became the publicly-held parent company of the Aon group. This transaction is referred to as the Redomestication. In the Redomestication, each issued and outstanding share of Aon Corporation common stock held by stockholders of Aon Corporation was converted into the right to receive one Class A Ordinary Share, nominal value $0.01 per share, of Aon plc. Likewise, equity incentive and compensation plans were assumed by Aon plc and amended to provide that those plans will now provide for the award and issuance of Aon plc Class A Ordinary Shares on a one-for-one basis. Shares of treasury stock of Aon Corporation were cancelled in the Redomestication. Any references to “Aon”, “the Company”, “us”, or “we,” or any similar references relating to periods before the Redomestication shall be construed as references to Aon Corporation, being the previous parent company of the Aon group.

Reclassification

Certain amounts in prior year’s Condensed Consolidated Financial Statements and related notes have been reclassified to conform to the 2012 presentation. In prior periods, remeasurement gains and losses from foreign currency transactions and related derivative instruments were recognized in Other general expenses in the Condensed Consolidated Statements of Income. These gains and losses are now included in Other income in the Condensed Consolidated Statements of Income and are disclosed in Note 4 to these Condensed Consolidated Financial Statements. The Company believes this provides greater clarity into the income generated from operations.

Use of Estimates

The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on management’s best estimates and judgments, which management believes to be reasonable based on facts and circumstances. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Aon adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency movements have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with definitive precision, actual results could differ significantly from these estimates. Future changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

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Stock Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2012

Stock Compensation Plans

Stock-based compensation expense recognized in continuing operations

	Three months ended
	March 31,
	2012		2011
Restricted stock units (“RSUs”)	$	49	$	45
Performance Share Awards (“PSAs”)	2		25
Stock options	2		3
Employee stock purchase plans	2		1
Total share-based compensation expense	$	55	$	74

Non-vested stock awards

	Three months ended March 31,
	2012				2011
	Shares		Fair Value (1)		Shares		Fair Value (1)
Non-vested at beginning of period	9,916		$	42	10,674		$	38
Granted	2,278		47		2,384		52
Vested	(2,022	)	43		(2,071	)	39
Forfeited	(179	)	44		(94	)	39
Non-vested at end of period	9,993		43		10,893		41

(1) Represents per share weighted average fair value of award at date of grant

Performance-based plans

	2012			2011			2010
Target PSAs granted	1,353			1,715			1,390
Fair value (1)	$		47	$		50	$		39
Number of shares that would be issued based on current performance levels	1,353			1,158			1,299
Unamortized expense, based on current performance levels	$	63		$	36		$	12

(1) Represents per share weighted average fair value of award at date of grant.

Weighted average assumptions, average expected life and estimated fair value of employee stock options

	Three months ended March 31,
	2012	2011
Weighted average volatility	N/A	26.1		%
Expected dividend yield	N/A	1.3		%
Risk-free rate	N/A	2.2		%
Weighted average expected life, in years	N/A	5.5
Weighted average estimated fair value per share	N/A	$	10.92

Stock options and related information

	Three months ended March 31,
	2012				2011
	Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
Beginning outstanding	9,116		$	32	13,919		$	32
Granted	—		—		80		53
Exercised	(1,032	)	35		(2,344	)	33
Forfeited and expired	(12	)	40		(127	)	37
Outstanding at end of period	8,072		31		11,528		32
Exercisable at end of period	7,173		30		9,461		30

Other information related to the company's stock options

	Three months ended
	March 31,
	2012		2011
Aggregate intrinsic value of stock options exercised	$	13	$	41
Cash received from the exercise of stock options	37		82
Tax benefit realized from the exercise of stock options	1		7

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Acquisitions and Dispositions (Details 2) (HR Solutions)	3 Months Ended
	Mar. 31, 2012 Business
HR Solutions
Dispositions
Number of dispositions	1

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Derivatives and Hedging (Details)	3 Months Ended
	Mar. 31, 2012
Cash flow hedges
Foreign Exchange Risk Management
Foreign currency exposures, maximum average hedging period (in years)	2 years
Foreign currency exposures, maximum hedging period (in years)	P5Y
Interest Rate Risk Management
Interest rate fluctuations, maximum hedging period (in years)	2 years
Net investment hedges
Foreign Exchange Risk Management
Foreign currency exposures, maximum hedging period (in years)	2 years
Not designated as hedging instrument
Foreign Exchange Risk Management
Foreign currency exposures, maximum hedging period (in years)	1 year

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Condensed Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenue
Commissions, fees and other	$ 2,829	$ 2,748
Fiduciary investment income	12	11
Total revenue	2,841	2,759
Expenses
Compensation and benefits	1,661	1,597
Other general expenses	778	764
Total operating expenses	2,439	2,361
Operating income	402	398
Interest income	3	6
Interest expense	(59)	(63)
Other income		15
Income from continuing operations before income taxes	346	356
Income taxes	97	103
Income from continuing operations	249	253
Income from discontinued operations before income taxes		4
Income taxes		2
Income from discontinued operations		2
Net income	249	255
Less: Net income attributable to noncontrolling interests	11	9
Net income attributable to Aon stockholders	238	246
Net income attributable to Aon stockholders
Income from continuing operations	238	244
Income from discontinued operations		2
Net income	$ 238	$ 246
Basic net income per share attributable to Aon stockholders
Continuing operations (in dollars per share)	$ 0.72	$ 0.72
Discontinued operations (in dollars per share)	$ 0.00
Net income (in dollars per share)	$ 0.72	$ 0.72
Diluted net income per share attributable to Aon stockholders
Continuing operations (in dollars per share)	$ 0.71	$ 0.71
Discontinued operations (in dollars per share)	$ 0.00
Net income (in dollars per share)	$ 0.71	$ 0.71
Cash dividends per share paid on common stock (in dollars per share)	$ 0.15	$ 0.15
Weighted average common shares outstanding - basic (in shares)	332.4	339.4
Weighted average common shares outstanding - diluted (in shares)	336.6	345.4

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Investments (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2011	Dec. 31, 2010
Interest-bearing Assets
Cash and cash equivalents	$ 323	$ 272	$ 682	$ 346
Short-term investments	510	785
Fiduciary assets	4,354	4,190
Investments	211	239
Total interest-bearing assets	5,398	5,486
Investments:
Equity method investments	135	164
Other investments, at cost	61	60
Fixed-maturity securities	15	15
Investments	$ 211	$ 239

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Condensed Consolidated Statement of Stockholders' Equity (USD $) In Millions, unless otherwise specified	Total	Common Stock and Additional Paid-in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss, Net of Tax	Non-controlling Interests
Balance at Dec. 31, 2011	$ 8,120	$ 4,407	$ 8,594	$ (2,553)	$ (2,370)	$ 42
Balance (in shares) at Dec. 31, 2011	386.4	386.4
Increase (Decrease) in Stockholders' Equity
Net income	249		238			11
Shares issued - employee benefit plans	2	2
Shares purchased	(100)			(100)
Shares reissued - employee benefit plans	(13)	(181)	(13)	181
Tax benefit - employee benefit plans	16	16
Stock compensation expense	55	55
Dividends to stockholders	(49)		(49)
Change in derivative gains/losses	7				7
Foreign currency translation adjustments	104				103	1
Post-retirement benefit obligation	21				21
Purchase of subsidiary shares from and sales to non-controlling interest	5					5
Dividends paid to non-controlling interests on subsidiary common stock	(1)					(1)
Balance at Mar. 31, 2012	$ 8,416	$ 4,299	$ 8,770	$ (2,472)	$ (2,239)	$ 58
Balance (in shares) at Mar. 31, 2012	386.4	386.4

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Commitments and Contingencies (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012 plan	Dec. 31, 2011
Commitments and Contingencies
Letters of credit outstanding	$ 68	$ 75
Number of US pension plans that are a LOC beneficiary	1

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2012

Segment Information

Schedule of total revenue by business segments

	Three months ended March 31,
	2012			2011
Risk Solutions	$	1,905		$	1,851
HR Solutions	945			915
Intersegment elimination	(9		)	(7		)
Total operating segments	2,841			2,759
Unallocated	—			—
Total revenue	$	2,841		$	2,759

Schedule of commissions, fees and other revenues by products

	Three months ended March 31,
	2012			2011
Retail brokerage	$	1,494		$	1,453
Reinsurance brokerage	399			387
Total Risk Solutions Segment	1,893			1,840
Consulting services	380			371
Outsourcing	568			552
Intrasegment	(3		)	(8		)
Total HR Solutions Segment	945			915
Intersegment	(9		)	(7		)
Unallocated	—			—
Total commissions, fees and other revenue	$	2,829		$	2,748

Schedule of fiduciary investment income by business segments

	Three months ended March 31,
	2012		2011
Risk Solutions	$	12	$	11
HR Solutions	—		—
Total fiduciary investment income	$	12	$	11

Schedule of reconciliation of segment income before tax to income from continuing operations before income taxes

	Three months ended March 31,
	2012			2011
Risk Solutions	$	366		$	347
HR Solutions	73			83
Segment income from continuing operations before income taxes	439			430
Unallocated revenue	—			—
Unallocated expenses	(37		)	(32		)
Interest income	3			6
Interest expense	(59		)	(63		)
Other income	—			15
Income from continuing operations before income taxes	$	346		$	356

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies

Commitments and Contingencies

15.  Commitments and Contingencies

Legal

Aon and its subsidiaries are subject to numerous claims, tax assessments, lawsuits and proceedings that arise in the ordinary course of business, which frequently include errors and omissions (“E&O”) claims. The damages claimed in these matters are or may be substantial, including, in many instances, claims for punitive, treble or extraordinary damages. Aon has historically purchased E&O insurance and other insurance to provide protection against certain losses that arise in such matters. Aon has exhausted or materially depleted its coverage under some of the policies that protect the Company and, consequently, is self-insured or materially self-insured for some historical claims. Accruals for these exposures, and related insurance receivables, when applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant.  Amounts related to settlement provisions are recorded in Other general expenses in the Condensed Consolidated Statements of Income.

At the time of the 2004-05 investigation of the insurance industry by the Attorney General of New York and other regulators, purported classes of clients filed civil litigation against Aon and other companies under a variety of legal theories, including state tort, contract, fiduciary duty, antitrust and statutory theories and federal antitrust and Racketeer Influenced and Corrupt Organizations Act (“RICO”) theories. The federal actions were consolidated in the U.S. District Court for the District of New Jersey, and a state court collective action was filed in California. In the New Jersey actions, the Court dismissed plaintiffs’ federal antitrust and RICO claims in separate orders in August and October 2007, respectively.  In August 2010, the U.S. Court of Appeals for the Third Circuit affirmed the dismissals of most, but not all, of the claims. In March 2011, Aon entered into a Memorandum of Understanding documenting a settlement of the civil cases consolidated in the U.S. District Court for the District of New Jersey. Under that agreement, Aon will pay $550,000 in exchange for dismissal of the class claims. This agreement received final approval in the trial court in March 2012. In April 2012, certain entities that had objected to the settlement filed notices of appeal from the trial court judgment. Several non-class claims brought by individual plaintiffs who opted out of the class action proceeding will remain pending, but the Company does not believe these present material exposure to the Company individually or in the aggregate. The outcome of these lawsuits, and the amount of any losses or other payments that may result, cannot be estimated at this time.

A retail insurance brokerage subsidiary of Aon provides insurance brokerage services to Northrop Grumman Corporation (“Northrop”). This Aon subsidiary placed Northrop’s excess property insurance program for the period covering 2005. Northrop suffered a substantial loss in August 2005 when Hurricane Katrina damaged Northrop’s facilities in the Gulf states. Northrop’s excess insurance carrier, Factory Mutual Insurance Company (“Factory Mutual”), denied coverage for the claim pursuant to a flood exclusion. Northrop sued Factory Mutual in the United States District Court for the Central District of California and later sought to add this Aon subsidiary as a defendant, asserting that if Northrop’s policy with Factory Mutual does not cover the losses suffered by Northrop stemming from Hurricane Katrina, then this Aon subsidiary will be responsible for Northrop’s losses.  On August 26, 2010, the court granted in large part Factory Mutual’s motion for partial summary judgment regarding the applicability of the flood exclusion and denied Northrop’s motion to add this Aon subsidiary as a defendant in the federal lawsuit.  On January 27, 2011, Northrop filed suit against this Aon subsidiary in state court in Los Angeles, California, pleading claims for negligence, breach of contract and negligent misrepresentation. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these claims. The outcome of this lawsuit, and the amount of any losses or other payments that may result, cannot be estimated at this time.

Another retail insurance brokerage subsidiary of Aon has been sued in Tennessee state court by a client, Opry Mills Mall Limited Partnership (“Opry Mills”), that sustained flood damage to its property in May 2010. The lawsuit seeks $200 million from numerous insurers with whom this Aon subsidiary placed the client’s property insurance coverage. The insurers contend that only $50 million in coverage is available for the loss because the flood event occurred on property in a high hazard flood zone. Opry Mills is seeking full coverage from the insurers for the loss and has sued this Aon subsidiary in the alternative for the same $150 million difference on various theories of professional liability if the court determines there is not full coverage. Aon believes it has meritorious defenses and intends to vigorously defend itself against these claims. The outcome of this lawsuit, and the amount of any losses or other payments that may result, cannot be estimated at this time.

A pensions consulting and administration subsidiary of Hewitt prior to its acquisition by Aon provided advisory services to the Trustees of the Philips UK pension fund and the relevant employer of fund beneficiaries (together, “Philips”). In December 2011, the Aon subsidiary received notice of a potential claim alleging negligence and breach of duty. The notice asserts Philips’ right to claim damages related to Philips’ use of a credit default swap hedging strategy pursuant to the supply of the advisory services, which is said to have resulted in substantial damages to Philips. No lawsuit has yet been filed. Aon believes that it has meritorious defenses and intends to vigorously defend itself against these allegations. The outcome of this circumstance, and the amount of any losses or other payments that may result, cannot be estimated at this time.

From time to time, Aon’s clients may bring claims and take legal action pertaining to the performance of fiduciary responsibilities. Whether client claims and legal action related to the Company’s performance of fiduciary responsibilities are founded or unfounded, if such claims and legal actions are resolved in a manner unfavorable to the Company, they may adversely affect Aon’s financial results and materially impair the market perception of the Company and that of its products and services.

Although the ultimate outcome of all matters referred to above cannot be ascertained, and liabilities in indeterminate amounts may be imposed on Aon or its subsidiaries, on the basis of present information, amounts already provided, availability of insurance coverages and legal advice received, it is the opinion of management that the disposition or ultimate determination of such claims will not have a material adverse effect on the consolidated financial position of Aon. However, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by an unfavorable resolution of these matters.

Guarantees and Indemnifications

In connection with the Redomestication, the Company on April 2, 2012 entered various agreements pursuant to which it agreed to guarantee the obligations of its subsidiaries arising under issued and outstanding debt securities.  Those agreements included the (1) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (amending and restating the Indenture, dated as of September 10, 2010, between Aon Corporation and the Trustee), (2) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and the Trustee (amending and restating the Indenture, dated as of December 16, 2002, between Aon Corporation and the Trustee), (3) Amended and Restated Indenture, dated as of April 2, 2012, among Aon Corporation, Aon plc and the Trustee (amending and restating the Indenture, dated as of January 13, 1997, as supplemented by the First Supplemental Indenture, dated as of January 13, 1997) (4) First Supplemental Indenture, dated as of April 2, 2012, among Aon Finance, as issuer, Aon Corporation, as guarantor, Aon plc, as guarantor, and Computershare Trust Company of Canada, as trustee (the "Canadian Trustee") (supplementing the Indenture dated as of March 8, 2011 among Aon Finance, Aon Delaware and the Canadian Trustee), and (5) Amended and Restated Trust Deed, among Aon Delaware, Aon UK, Aon Services Luxembourg & Co S.C.A. (formerly known as Aon Financial Services Luxembourg S.A.) (“Aon Luxembourg”) and BNY Mellon Corporate Trustee Services Limited, as trustee (the “Luxembourg Trustee”) (amending and restating the Trust Deed, dated as of July 1, 2009, as amended and restated on January 12, 2011, among Aon Delaware, Aon Luxembourg and the Luxembourg Trustee).

Effective as of the same date, the Company also entered into agreements pursuant to which it agreed to guarantee the obligations of its subsidiaries arising under the (1) $450,000,000 Term Credit Agreement dated June 15, 2011, among Aon Corporation, as borrower, Bank of America, N.A., as administrative agent and the other agents and lenders party thereto, (2) $400,000,000 Five-Year Agreement dated March 20, 2012, among Aon Corporation, as borrower, Citibank, N.A., as administrative agent and the other agents and lenders party thereto and (3) €650,000,000 Facility Agreement ($868 million at March 31, 2012 exchange rates), dated October 15, 2010, among Aon Corporation, the subsidiaries of Aon Corporation party thereto as borrowers, Citibank International plc, as agent, and the other agents and lenders party thereto, as amended on July 18, 2011.

Aon provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable that are deemed to be probable and reasonably estimable are included in the Company’s Condensed Consolidated Financial Statements.

Aon had total letters of credit (“LOCs”) outstanding for approximately $68 million at March 31, 2012, as compared to $75 million at December 31, 2011. These letters of credit cover the beneficiaries related to Aon’s Canadian pension plan scheme, secure deductible retentions on Aon’s own workers compensation program and one of the U.S. pension plans. Aon also has issued letters of credit to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at its international subsidiaries. Amounts are accrued in the Condensed Consolidated Financial Statements to the extent the guarantees are probable and estimable.

Aon has certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. Costs associated with these guarantees, to the extent estimable and probable, are provided in Aon’s allowance for doubtful accounts. The maximum exposure with respect to such contractual contingent guarantees was approximately $23 million at March 31, 2012.

Aon has provided commitments to fund certain limited partnerships in which it has an interest in the event that the general partners request funding.  Some of these commitments have specific expiration dates and the maximum potential funding under these commitments was $60 million at March 31, 2012. During the three months ended March 31, 2012, the Company funded $3 million of these commitments.

Aon expects that, as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.

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Basis of Presentation (Details) (USD $)	1 Months Ended
	Apr. 30, 2012
Company Redomestication
Right to receive number of Class A Ordinary Share in redomestication	1
Nominal value of Class A Ordinary Share in redomestication (in dollars per share)	$ 0.01

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Segment Information

3 Months Ended

Mar. 31, 2012

Segment Information

Segment Information

17.  Segment Information

The Company has two reportable segments:  Risk Solutions and HR Solutions. Unallocated income and expenses, when combined with the reportable segments and after the elimination of intersegment revenues and expenses, total to the amounts in the Condensed Consolidated Financial Statements.

Reportable operating segments have been determined using a management approach, which is consistent with the basis and manner in which Aon’s chief operating decision-maker (“CODM”) uses financial information for the purposes of allocating resources and assessing performance. The CODM assesses performance based on operating income and generally accounts for inter-segment revenue as if the revenue were from third parties and at what management believes are current market prices. The Company does not present net assets by segment as this information is not reviewed by the CODM.

Risk Solutions acts as an advisor and insurance and reinsurance broker, helping clients manage their risks, via consultation, as well as negotiation and placement of insurance risk with insurance carriers through Aon’s global distribution network.

HR Solutions partners with organizations to solve their most complex benefits, talent and related financial challenges, and improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health care, compensation and talent management strategies.

Effective January 1, 2012, the Health and Benefits Consulting business was transferred from the HR Solutions segment to the Risk Solutions segment. All prior year amounts have been adjusted to reflect that transfer.

Aon’s total revenue is as follows (in millions):

	Three months ended March 31,
	2012			2011
Risk Solutions	$	1,905		$	1,851
HR Solutions	945			915
Intersegment elimination	(9		)	(7		)
Total operating segments	2,841			2,759
Unallocated	—			—
Total revenue	$	2,841		$	2,759

Commissions, fees and other revenues by product are as follows (in millions):

	Three months ended March 31,
	2012			2011
Retail brokerage	$	1,494		$	1,453
Reinsurance brokerage	399			387
Total Risk Solutions Segment	1,893			1,840
Consulting services	380			371
Outsourcing	568			552
Intrasegment	(3		)	(8		)
Total HR Solutions Segment	945			915
Intersegment	(9		)	(7		)
Unallocated	—			—
Total commissions, fees and other revenue	$	2,829		$	2,748

Fiduciary investment income by segment is as follows (in millions):

	Three months ended March 31,
	2012		2011
Risk Solutions	$	12	$	11
HR Solutions	—		—
Total fiduciary investment income	$	12	$	11

A reconciliation of segment operating income before tax to income from continuing operations before income taxes is as follows (in millions):

	Three months ended March 31,
	2012			2011
Risk Solutions	$	366		$	347
HR Solutions	73			83
Segment income from continuing operations before income taxes	439			430
Unallocated revenue	—			—
Unallocated expenses	(37		)	(32		)
Interest income	3			6
Interest expense	(59		)	(63		)
Other income	—			15
Income from continuing operations before income taxes	$	346		$	356

Unallocated expenses include administrative or other costs not attributable to the operating segments, such as corporate governance costs and the costs associated with corporate investments. Interest income represents income earned primarily on operating cash balances and certain income producing securities. Interest expense represents the cost of worldwide debt obligations.

Other income consists of equity earnings, realized gains or losses on the sale of investments, gains or losses on the disposal of businesses, gains or losses on hedging activities, and gains or losses on foreign currency transactions.

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Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 249	$ 255
Adjustments to reconcile net income to cash (used for) provided by operating activities:
Depreciation of fixed assets	55	53
Amortization of intangible assets	104	91
Stock compensation expense	55	74
Deferred income taxes	16	11
Change in assets and liabilities:
Fiduciary receivables	(644)	181
Short-term investments - funds held on behalf of clients	(62)	(427)
Fiduciary liabilities	706	246
Receivables, net	61	108
Accounts payable and accrued liabilities	(451)	(327)
Restructuring reserves	(16)	(28)
Current income taxes	41	58
Pension and other post employment liabilities	(110)	(81)
Other assets and liabilities	(19)	(59)
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES	(15)	155
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of long-term investments	36	17
Purchase of long-term investments	(3)	(6)
Net sales of short-term investments - non-fiduciary	283	218
Acquisition of businesses, net of cash acquired	(23)	(3)
Capital expenditures	(71)	(56)
CASH PROVIDED BY INVESTING ACTIVITIES	222	170
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock	(100)	(350)
Issuance of stock for employee benefit plans	49	85
Issuance of debt	75	429
Repayment of debt	(140)	(79)
Cash dividends to stockholders	(49)	(51)
Dividends paid to noncontrolling interests	(1)
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES	(166)	34
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	10	(23)
NET INCREASE IN CASH AND CASH EQUIVALENTS	51	336
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	272	346
CASH AND CASH EQUIVALENTS AT END OF PERIOD	323	682
Supplemental disclosures:
Interest paid	75	76
Income taxes paid, net of refunds	$ 40	$ 36

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income	$ 249	$ 255
Less: Net income attributable to noncontrolling interests	11	9
Net income attributable to Aon stockholders	238	246
Other comprehensive income, net of tax:
Change in derivative gains/losses	7	(4)
Foreign currency translation adjustments	104	195
Post-retirement benefit obligation	21	12
Total other comprehensive income, net of tax	132	203
Less: Other comprehensive income attributable to noncontrolling interests	1
Total other comprehensive income attributable to Aon stockholders	131	203
Comprehensive income attributable to Aon stockholders	$ 369	$ 449

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Stockholders' Equity

3 Months Ended

Mar. 31, 2012

Stockholders' Equity

Stockholders' Equity

10.  Stockholders’ Equity

Common Stock

In January 2010, the Company’s Board of Directors authorized a share repurchase program under which up to $2 billion of common stock may be repurchased (“2010 Share Repurchase Program”). Shares may be repurchased through the open market or in privately negotiated transactions, including structured repurchase programs, from time to time, based on prevailing market conditions, and will be funded from available capital.  Any repurchased shares will be available for employee stock plans and for other corporate purposes.

During the first quarter of 2012, the Company repurchased 2.1 million shares at an average price per share of $48.32 for a total cost of $100 million. During the first quarter 2011, the Company repurchased 6.8 million shares at an average price per share of $51.29 for a total cost of $350 million under the 2010 Share Repurchase Program as well as a previous program that was completed in the first quarter 2011. Since the inception of the 2010 Share Repurchase Program, the Company has repurchased a total of 18.2 million shares for an aggregate cost of $913 million. As of March 31, 2012, the Company was authorized to purchase up to $1.1 billion of additional shares under the 2010 Share Repurchase Program.

As a result of the Redomestication, the 2010 Share Repurchase Program, which related to common stock of Aon Corporation, was no longer of effect. In April 2012, the Company’s Board of Directors authorized a share repurchase program under which up to $5 billion of Class A ordinary shares may be repurchased (“2012 Share Repurchase Program”). Under this program, shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions, and will be funded from available capital.

During the three months ended March 31, 2012, the Company reissued 3.7 million shares of treasury stock for employee benefit programs, including 1.0 million shares related to stock option exercises, and 0.3 million shares in connection with employee stock purchase plans. In the three months ended March 31, 2011, Aon reissued 4.5 million shares of treasury stock for employee benefit programs, including 2.0 million shares related to stock option exercises and 0.1 million shares in connection with employee stock purchase plans. In addition, in the three months ended March 31, 2011, the Company issued 0.4 million shares of common stock in relation to the exercise of options issued to former holders of Hewitt options as part of the Hewitt acquisition.

Participating Securities

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and are included in computing basic and diluted earnings per share using the two class method. Certain of Aon’s restricted stock units allow the holder to receive a non-forfeitable dividend equivalent.

Income from continuing operations, income from discontinued operations and net income, attributable to participating securities, were as follows (in millions):

	Three months ended March 31,
	2012		2011
Income from continuing operations	$	3	$	4
Income from discontinued operations	—		—
Net income	$	3	$	4

Weighted average shares outstanding are as follows (in millions):

	Three months ended March 31,
	2012	2011
Shares for basic earnings per share (1)	332.4	339.4
Common stock equivalents	4.2	6.0
Shares for diluted earnings per share	336.6	345.4

(1)  Includes 4.9 million and 5.7 million of participating securities for the three months ended March 31, 2012 and 2011, respectively.

Certain common stock equivalents, primarily related to stock options, were not included in the computation of diluted net income per share because their inclusion would have been antidilutive. The number of shares excluded from the calculation was 1 million and 1 million for the three months ended March 31, 2012 and 2011, respectively.

Accumulated Other Comprehensive Loss

The components of Accumulated other comprehensive loss, net of related tax, are as follows (in millions):

	March 31, 2012			December 31, 2011
Net derivative losses	$	(30	)	$	(37	)
Net foreign exchange translation adjustments	227			124
Net postretirement benefit obligations	(2,436		)	(2,457		)
Accumulated other comprehensive loss, net of tax	$	(2,239	)	$	(2,370	)

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 02, 2012
Document and Entity Information
Entity Registrant Name	Aon plc
Entity Central Index Key	0000315293
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Class A Ordinary Shares Outstanding		326,415,020
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

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Employee Benefits

3 Months Ended

Mar. 31, 2012

Employee Benefits

Employee Benefits

11.   Employee Benefits

The following table provides the components of the net periodic benefit cost for Aon’s U.S. pension plans, along with the most significant international defined benefit pension plans, which are located in the U.K., the Netherlands, and Canada (in millions):

	Three months ended March 31,
	U.S.						International
	2012			2011			2012			2011
Service cost	$	—		$	—		$	4		$	5
Interest cost	30			30			66			66
Expected return on plan assets	(32		)	(30		)	(80		)	(71		)
Amortization of net actuarial loss	11			8			14			13
Net periodic benefit cost	$	9		$	8		$	4		$	13

Based on current assumptions, during 2012, the Company plans to contribute $237 million and $304 million to its U.S. and most significant international defined benefit pension plans, respectively. During the first quarter 2012, contributions of $18 million have been made to the Company’s U.S. defined benefit pension plans and $105 million have been made to its most significant international defined benefit pension plans.

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Condensed Consolidated Statements of Financial Position (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
CURRENT ASSETS
Cash and cash equivalents	$ 323	$ 272
Short-term investments	510	785
Receivables, net	3,164	3,183
Fiduciary assets	11,795	10,838
Other current assets	415	427
Total Current Assets	16,207	15,505
Goodwill	8,896	8,770
Intangible assets, net	3,203	3,276
Fixed assets, net	808	783
Investments	211	239
Other non-current assets	946	979
TOTAL ASSETS	30,271	29,552
CURRENT LIABILITIES
Fiduciary liabilities	11,795	10,838
Short-term debt and current portion of long-term debt	286	337
Accounts payable and accrued liabilities	1,432	1,832
Other current liabilities	739	753
Total Current Liabilities	14,252	13,760
Long-term debt	4,168	4,155
Pension, other post retirement, and post employment liabilities	2,072	2,192
Other non-current liabilities	1,363	1,325
TOTAL LIABILITIES	21,855	21,432
EQUITY
Common stock-$1 par value Authorized: 750 shares (issued: 2012 - 386.4; 2011 - 386.4)	386	386
Additional paid-in capital	3,913	4,021
Retained earnings	8,770	8,594
Treasury stock at cost (shares: 2012 - 60.0; 2011 - 61.6)	(2,472)	(2,553)
Accumulated other comprehensive loss	(2,239)	(2,370)
TOTAL AON STOCKHOLDERS' EQUITY	8,358	8,078
Noncontrolling interests	58	42
TOTAL EQUITY	8,416	8,120
TOTAL LIABILITIES AND EQUITY	$ 30,271	$ 29,552

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Acquisitions and Dispositions

3 Months Ended

Mar. 31, 2012

Acquisitions and Dispositions

Acquisitions and Dispositions

5.  Acquisitions and Dispositions

Acquisitions

During the three months ended March 31, 2012, the Company completed the acquisition of two businesses in the Risk Solutions segment. During the three months ended March 31, 2011, the Company completed the acquisition of one business in the Risk Solutions segment.

The following table includes the aggregate consideration transferred and the preliminary value of intangible assets recorded as a result of the Company’s acquisitions.

	Three months ended March 31,
(millions)	2012		2011
Consideration transferred:	$	21	$	3
Intangible assets:
Goodwill	$	19	$	1
Other intangible assets:	8		3
Total	$	27	$	4

The results of operations of these acquisitions are included in the Condensed Consolidated Financial Statements as of the acquisition date. The results of operations of the Company would not have been materially different if these acquisitions had been reported from the beginning of the period.

Dispositions

During the three months ended March 31, 2012, the Company completed the sale of one business in the HR Solutions segment. No gain or loss was recognized on this sale. During the three months ended March 31, 2011, the Company did not complete any dispositions.

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Other Income

3 Months Ended

Mar. 31, 2012

Other Income

Other Income

4.  Other Income

Other income consists of the following (in millions):

	Three months ended March 31,
	2012			2011
Equity earnings	$	5		$	6
Realized gain on sale of investments	10			10
Foreign currency remeasurement losses	(18		)	(2		)
Hedging gain	2			—
Other	1			1
	$	—		$	15

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Related Party Transactions

3 Months Ended

Mar. 31, 2012

Related Party Transactions

Related Party Transactions

16.  Related Party Transactions

During the first quarter 2012, the Company, in the ordinary course of business, provided retail brokerage, consulting and financial advisory services to, and received wholesale brokerage services from, an entity that is controlled by one of the Company’s stockholders. These transactions were negotiated on an arms-length basis and contain customary terms and conditions. Commissions and fee revenue from these transactions was $3 million and $1 million for the three months ended March 31, 2012 and 2011, respectively.

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Stock Compensation Plans

3 Months Ended

Mar. 31, 2012

Stock Compensation Plans

Stock Compensation Plans

12.  Stock Compensation Plans

The following table summarizes share-based compensation expense recognized in the Condensed Consolidated Statements of Income in Compensation and benefits (in millions):

	Three months ended
	March 31,
	2012		2011
Restricted stock units (“RSUs”)	$	49	$	45
Performance Share Awards (“PSAs”)	2		25
Stock options	2		3
Employee stock purchase plans	2		1
Total share-based compensation expense	$	55	$	74

Stock Awards

A summary of the status of the Company’s RSUs is as follows (shares in thousands):

	Three months ended March 31,
	2012				2011
	Shares		Fair Value (1)		Shares		Fair Value (1)
Non-vested at beginning of period	9,916		$	42	10,674		$	38
Granted	2,278		47		2,384		52
Vested	(2,022	)	43		(2,071	)	39
Forfeited	(179	)	44		(94	)	39
Non-vested at end of period	9,993		43		10,893		41

(1) Represents per share weighted average fair value of award at date of grant

Information as of March 31, 2012 regarding the Company’s PSAs granted during the three months ended March 31, 2012 and the years ended December 31, 2011 and 2010, respectively (shares in thousands, dollars in millions):

	2012			2011			2010
Target PSAs granted	1,353			1,715			1,390
Fair value (1)	$		47	$		50	$		39
Number of shares that would be issued based on current performance levels	1,353			1,158			1,299
Unamortized expense, based on current performance levels	$	63		$	36		$	12

(1) Represents per share weighted average fair value of award at date of grant.

Stock Options

In connection with its incentive compensation plans, the Company did not grant any options in the first quarter of 2012. During the first quarter of 2011, the Company granted 80,000 stock options at a weighted average exercise price $53 per share.

The weighted average assumptions, the weighted average expected life and estimated fair value of employee stock options are summarized as follows:

	Three months ended March 31,
	2012	2011
Weighted average volatility	N/A	26.1		%
Expected dividend yield	N/A	1.3		%
Risk-free rate	N/A	2.2		%
Weighted average expected life, in years	N/A	5.5
Weighted average estimated fair value per share	N/A	$	10.92

A summary of the status of Aon’s stock options and related information is as follows (shares in thousands):

	Three months ended March 31,
	2012				2011
	Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
Beginning outstanding	9,116		$	32	13,919		$	32
Granted	—		—		80		53
Exercised	(1,032	)	35		(2,344	)	33
Forfeited and expired	(12	)	40		(127	)	37
Outstanding at end of period	8,072		31		11,528		32
Exercisable at end of period	7,173		30		9,461		30

The weighted average remaining contractual life of outstanding options was 3.1 years and 3.8 years at March 31, 2012 and 2011, respectively.

The aggregate intrinsic value represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s closing stock price of $49.06 as of March 31, 2012, which would have been received by the option holders had those option holders exercised their options as of that date.  At March 31, 2012, the aggregate intrinsic value of options outstanding was $144 million, of which $137 million was exercisable.

Other information related to the Company’s stock options is as follows (in millions):

	Three months ended
	March 31,
	2012		2011
Aggregate intrinsic value of stock options exercised	$	13	$	41
Cash received from the exercise of stock options	37		82
Tax benefit realized from the exercise of stock options	1		7

Unamortized deferred compensation expense, which includes both options and awards, amounted to $297 million as of March 31, 2012, with a remaining weighted-average amortization period of approximately 1.9 years.

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Investments

3 Months Ended

Mar. 31, 2012

Investments

Investments

8.  Investments

The Company earns income on cash balances and investments, as well as on premium trust balances that Aon maintains for premiums collected from insureds but not yet remitted to insurance companies, and funds held under the terms of certain outsourcing agreements to pay certain obligations on behalf of clients.  Premium trust asset balances and a corresponding liability are included in Fiduciary assets and Fiduciary liabilities in the accompanying Condensed Consolidated Statements of Financial Position.

The Company’s interest-bearing assets and other investments are included in the following categories in the Condensed Consolidated Statements of Financial Position (in millions):

	March 31,		December 31,
	2012		2011
Cash and cash equivalents	$	323	$	272
Short-term investments	510		785
Fiduciary assets (1)	4,354		4,190
Investments	211		239
	$	5,398	$	5,486

(1) Fiduciary assets includes funds held on behalf of clients but does not include fiduciary receivables.

The Company’s investments are as follows (in millions):

	March 31,		December 31,
	2012		2011
Equity method investments (2)	$	135	$	164
Other investments, at cost	61		60
Fixed-maturity securities	15		15
	$	211	$	239

(2) The reduction in equity method investments is primarily due to sales and redemptions.

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Related Party Transactions (Details) (Significant shareholder, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Significant shareholder
Related party transactions
Commissions and fee revenue from transactions with related party	$ 3	$ 1

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2012

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

6.  Goodwill and Other Intangible Assets

The change in the carrying amount of goodwill by operating segment for the three months ended March 31, 2012 is as follows (in millions):

	Risk Solutions			HR Solutions			Total
Balance as of December 31, 2011	$	5,557		$	3,213		$	8,770
Goodwill related to current year acquisitions	19			—			19
Goodwill related to prior year acquisitions	(4		)	—			(4		)
Transfer related to Health and Benefits Consulting (1)	321			(321		)	—
Foreign currency translation	88			23			111
Balance as of March 31, 2012	$	5,981		$	2,915		$	8,896

(1)   Effective January 1, 2012, the Health and Benefits Consulting business was transferred from the HR Solutions segment to the Risk Solutions segment.

Other intangible assets by asset class are as follows (in millions):

	March 31, 2012						December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets with indefinite lives:
Trademarks	$	1,024	$	—	$	1,024	$	1,024	$	—	$	1,024
Intangible assets with finite lives:
Trademarks	4		1		3		4		1		3
Customer Related and Contract Based	2,642		711		1,931		2,608		615		1,993
Marketing, Technology and Other	614		369		245		606		350		256
	$	4,284	$	1,081	$	3,203	$	4,242	$	966	$	3,276

Amortization expense from intangible assets with finite lives was $104 million and $91 million for the three months ended March 31, 2012 and 2011, respectively.

The estimated future amortization for intangible assets as of March 31, 2012 is as follows (in millions):

	HR Solutions		Risk Solutions		Total
Remainder of 2012	$	223	$	90	$	313
2013	276		101		377
2014	239		91		330
2015	209		76		285
2016	175		66		241
Thereafter	478		155		633
	$	1,600	$	579	$	2,179

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Restructuring

3 Months Ended

Mar. 31, 2012

Restructuring

Restructuring

7.  Restructuring

Aon Hewitt Restructuring Plan

On October 14, 2010, Aon announced a global restructuring plan (“Aon Hewitt Plan”) in connection with the acquisition of Hewitt Associates, Inc.  The Aon Hewitt Plan is intended to streamline operations across the combined Aon Hewitt organization and includes an estimated 1,500 to 1,800 job eliminations. The Company expects these restructuring activities and related expenses to impact continuing operations into 2013. The Aon Hewitt Plan is expected to result in cumulative costs of approximately $325 million through the end of the plan, consisting of approximately $180 million in employee termination costs and approximately $145 million in real estate realization costs.

From the inception of the Aon Hewitt Plan through March 31, 2012, approximately 1,186 jobs have been eliminated and total expenses of $169 million have been incurred. The Company recorded $12 million and $23 million of restructuring and related charges in the three months ended March 31, 2012 and 2011, respectively. Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the accompanying Condensed Consolidated Statements of Income.

The following summarizes restructuring and related costs by type that have been incurred and are estimated to be incurred through the end of the restructuring initiative related to the Aon Hewitt Plan (in millions):

	2010		2011		First Quarter 2012		Total Inception to Date		Estimated Total Cost for Restructuring Plan (1)
Workforce reduction	$	49	$	64	$	7	$	120	$	180
Lease consolidation	3		32		4		39		95
Asset impairments	—		7		1		8		47
Other costs associated with restructuring (2)	—		2		—		2		3
Total restructuring and related expenses	$	52	$	105	$	12	$	169	$	325

(1)   Actual costs, when incurred, may vary due to changes in the assumptions built into this plan.  Significant assumptions that may change when plans are finalized and implemented include, but are not limited to, changes in severance calculations, changes in the assumptions underlying sublease loss calculations due to changing market conditions, and changes in the overall analysis that might cause the Company to add or cancel component initiatives.

(2)Other costs associated with restructuring initiatives, including moving costs and consulting and legal fees, are recognized when incurred.

Effective January 1, 2012, the Health and Benefits Consulting business was transferred from the HR Solutions segment to the Risk Solutions segment. Restructuring costs associated with the Health and Benefits Consulting business are reflected in the Risk Solutions segment, including $41 million that was reclassified from the HR Solutions segment to the Risk Solutions segment for 2011. During the first quarter 2011, $23 million in restructuring expenses were recorded, $14 million of which related to the Health and Benefits Consulting business. The following summarizes the restructuring and related expenses, by segment, that have been incurred and are estimated to be incurred through the end of the restructuring initiative related to the Aon Hewitt Plan (in millions):

	2010		2011		First Quarter 2012		Total Inception to Date		Estimated Total Cost for Restructuring Plan
HR Solutions	$	52	$	49	$	9	$	110	$	257
Risk Solutions	—		56		3		59		68
Total restructuring and related expenses	$	52	$	105	$	12	$	169	$	325

Aon Benfield Restructuring Plan

The Company announced a global restructuring plan (“Aon Benfield Plan”) in conjunction with its acquisition of Benfield in 2008.  The Aon Benfield Plan was intended to integrate and streamline operations across the combined Aon Benfield organization.  The Aon Benfield Plan included 810 job eliminations. Additionally, duplicate space and assets was abandoned. The Company incurred all remaining costs for the Aon Benfield Plan in the first quarter 2012.

The Company recorded $8 million and $7 million of restructuring and related charges in the three months ended March 31, 2012 and 2011, respectively. All costs associated with the Aon Benfield Plan are included in the Risk Solutions segment. Charges related to the restructuring are included in Compensation and benefits and Other general expenses in the accompanying Condensed Consolidated Statements of Income.

The following summarizes the restructuring and related costs by type that have been incurred through the end of the restructuring initiative related to the Aon Benfield Plan in the first quarter 2012 (in millions):

	Purchase Price Allocation		2009		2010		2011			First Quarter 2012		Total Cost for Restructuring Plan
Workforce reduction	$	32	$	38	$	15	$	33		$	8	$	126
Lease consolidation	20		14		7		(15		)	—		26
Asset impairments	—		2		2		—			—		4
Other costs associated with restructuring	1		1		2		1			—		5
Total restructuring and related expenses	$	53	$	55	$	26	$	19		$	8	$	161

As of March 31, 2012, the Company’s liabilities for its restructuring plans are as follows (in millions):

	Aon Hewitt Plan			Aon Benfield Plan			2007 Plan			Other			Total
Balance at January 1, 2011	88			26			113			10			237
Expensed	98			19			(12		)	—			105
Cash payments	(93		)	(24		)	(59		)	(2		)	(178		)
Foreign exchange translation and other	2			(1		)	8			—			9
Balance at December 31, 2011	$	95		$	20		$	50		$	8		$	173
Expensed	11			8			—			—			19
Cash payments	(19		)	(9		)	(6		)	(1		)	(35		)
Foreign exchange translation and other	1			2			(1		)	—			2
Balance at March 31, 2012	$	88		$	21		$	43		$	7		$	159

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Debt

3 Months Ended

Mar. 31, 2012

Debt

Debt

9.  Debt

The Company uses the proceeds from the commercial paper market from time to time in order to meet short term working capital needs. At March 31, 2012, the Company had no commercial paper outstanding as compared to $50 million in commercial paper outstanding at December 31, 2011. The weighted average commercial paper outstanding for the three months ended March 31, 2012 was $20.9 million. The weighted average interest rate of the commercial paper for the same period was 0.47%.

On March 20, 2012, the Company entered into a $400 million five year credit agreement (“Revolving Credit Agreement”). Borrowings under the Revolving Credit Agreement will bear interest, at the Company’s option, at a rate equal to either (a) the rate for eurodollar deposits as reflected on the applicable Reuters LIBOR01 page for the interest period relevant to such borrowing (“Eurodollar Rate”), plus the applicable margin or (b) the highest of (i) the rate of interest publicly announced by Citibank as its prime rate, (ii) the federal funds effective rate from time to time plus 0.5% and (iii) the one month Eurodollar rate plus 1.0%, in each case plus the applicable margin. The applicable margin for borrowings under the Revolving Credit Agreement may change depending on achievement of certain public debt ratings. The Revolving Credit Agreement has a maturity date of March 20, 2017 and contains covenants with respect to the ratio of consolidated adjusted EBITDA to consolidated interest expense (which may not be less than 4.00 to 1.00) and the ratio of consolidated funded debt to consolidated adjusted EBITDA (which may not be more than the lower of (a) 3.25 to 1.00 or (b) the greater of (i) 3.00 to 1.00 or (ii) the lowest ratio of consolidated funded debt to consolidated adjusted EBITDA then set forth in certain of Aon’s other credit facilities), as well as other customary covenants, undertakings and events of default. In conjunction with the Company entering into the Revolving Credit Agreement, the prior revolving credit agreement dated December 4, 2009 was terminated. There were no borrowings on the Revolving Credit Agreement at March 31, 2012. On April 2, 2012, in connection with the Redomestication, Aon plc became party to the Revolving Credit Agreement and guaranteed the obligations of Aon Corporation thereunder. The Company was in compliance with all debt covenants at March 31, 2012.

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Fair Value and Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2012

Fair Value and Financial Instruments

Schedule of assets and liabilities that are measured at fair value on a recurring basis

The following tables present the categorization of the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2012 and December 31, 2011 (in millions):

			Fair Value Measurements Using
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Unobservable
	Balance at		for Identical		Observable		Inputs
	March 31, 2012		Assets (Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Money market funds and highly liquid debt securities (1)	$	2,563	$	2,538	$	25	$	—
Other investments
Fixed maturity securities
Corporate bonds	12		—		—		12
Government bonds	3		—		3		—
Derivatives
Interest rate contracts	18		—		18		—
Foreign exchange contracts	170		—		170		—
Liabilities:
Derivatives
Foreign exchange contracts	206		—		206		—

(1)  Includes $2,538 million of money market funds and $25 million of highly liquid debt securities that are classified as fiduciary assets, short-term investments or cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.

			Fair Value Measurements Using
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Unobservable
	Balance at		for Identical		Observable		Inputs
	December 31, 2011		Assets (Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Money market funds and highly liquid debt securities (1)	$	2,428	$	2,403	$	25	$	—
Other investments
Fixed maturity securities
Corporate bonds	12		—		—		12
Government Bonds	3		—		3		—
Derivatives
Interest rate contracts	16		—		16		—
Foreign exchange contracts	141		—		141		—
Liabilities:
Derivatives
Foreign exchange contracts	189		—		189		—

(1)  Includes $2,403 million of money market funds and $25 million of highly liquid debt securities that are classified as fiduciary assets, short-term investments or cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.

Schedule of financial instruments where the carrying amounts and fair values differ

	March 31, 2012				December 31, 2011
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	4,168	$	4,511	$	4,155	$	4,494

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Stock Compensation Plans (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2012 Y	Mar. 31, 2011 Y
Weighted-Average Exercise Price
Weighted average remaining contractual life of stock options outstanding (in years)	3.1	3.8
Stock Options
Weighted Average assumptions, weighted average expected life and estimated fair value of options
Weighted average volatility (as a percent)	0.00%	26.10%
Expected dividend yield (as a percent)	0.00%	1.30%
Risk-free rate (as a percent)	0.00%	2.20%
Weighted average expected life (in years)	0.0	5.5
Weighted average estimated fair value per share	$ 0.00	$ 10.92
Stock Options
Outstanding at beginning of period (in shares)	9,116,000	13,919,000
Granted (in shares)		80,000
Exercised (in shares)	(1,032,000)	(2,344,000)
Forfeited and expired (in shares)	(12,000)	(127,000)
Outstanding at end of period (in shares)	8,072,000	11,528,000
Exercisable at end of period (in shares)	7,173,000	9,461,000
Weighted-Average Exercise Price
Outstanding at beginning of period (in dollars per share)	$ 32	$ 32
Granted (in dollars per share)		$ 53
Exercised (in dollars per share)	$ 35	$ 33
Forfeited and expired (in dollars per share)	$ 40	$ 37
Outstanding at end of period (in dollars per share)	$ 31	$ 32
Exercisable at end of period (in dollars per share)	$ 30	$ 30
Incentive compensation plans | Stock Options
Stock Options
Granted (in shares)		80,000
Weighted-Average Exercise Price
Granted (in dollars per share)		$ 53

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Fair Value and Financial Instruments

3 Months Ended

Mar. 31, 2012

Fair Value and Financial Instruments

Fair Value and Financial Instruments

14.  Fair Value and Financial Instruments

Accounting standards establish a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

·Level 1 — observable inputs such as quoted prices for identical assets in active markets;

·Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and

·Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

The following methods and assumptions are used to estimate the fair values of the Company’s financial instruments:

Money market funds and highly liquid debt securities are carried at cost and amortized cost, respectively, as an approximation of fair value. Based on market convention, the Company considers cost a practical and expedient measure of fair value.

Cash, cash equivalents, and highly liquid debt instruments consist of cash and institutional short-term investment funds. The Company independently reviews the short-term investment funds to obtain reasonable assurance the fund net asset value is $1 per share.

Equity investments consist of domestic and international equity securities and exchange traded equity derivatives valued using the closing stock price on a national securities exchange. Over the counter equity derivatives are valued using observable inputs such as underlying prices of the equity security and volatility. The Company independently reviews the listing of Level 1 equity securities in the portfolio and agrees the closing stock prices to a national securities exchange, and on a sample basis, independently verifies the observable inputs for Level 2 equity derivatives and securities.

Fixed income investments consist of certain categories of bonds and derivatives. Corporate, government, and agency bonds are valued by pricing vendors who estimate fair value using recently executed transactions and proprietary models based on observable inputs, such as interest rate spreads, yield curves and credit risk. Asset-backed securities are valued by pricing vendors who estimate fair value using discounted cash flow models utilizing observable inputs based on trade and quote activity of securities with similar features. Fixed income derivatives are valued by pricing vendors using observable inputs such as interest rates and yield curves. The Company obtains a detailed understanding of the models, inputs, and assumptions used in developing prices provided by its vendors. This understanding includes extensive discussions with valuation resources at the vendor. During these discussions, the Company uses a fair value measurement questionnaire, which is part of the Company’s internal controls over financial reporting, to obtain the information necessary to assert the model, inputs and assumptions used comply with U.S. GAAP, including disclosure requirements. The Company also obtains observable inputs from the pricing vendor and independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company’s guidelines, it is then reviewed by a member of management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and have not historically been material to the fair value estimates used in the Condensed Consolidated Financial Statements.

Pooled funds consist of various equity, fixed income, commodity, and real estate mutual fund type investment vehicles. Pooled investment funds fair value is estimated based on the proportionate share ownership in the underlying net assets of the investment, which is based on the fair value of the underlying securities that trade on a national securities exchange. Where possible, the Company independently reviews the listing securities in the portfolio and agrees the closing stock prices to a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the fund and holds extensive discussions regarding fund performance with pooled fund managers. The Company obtains audited fund manager financial statements, when available. If the pooled fund is designed to replicate a publicly traded index, the Company compares the performance of the fund to the index to assess the reasonableness of the fair value measurement.

Alternative investments consist of limited partnerships, private equity and hedge funds. Alternative investment fair value is generally estimated based on the proportionate share ownership in the underlying net assets of the investment as determined by the general partner or investment manager. The valuations are based on various factors depending on investment strategy, proprietary models, and specific financial data or projections. The Company obtains audited fund manager financial statements, when available. The Company obtains a detailed understanding of the models, inputs and assumptions used in developing prices provided by the investment managers (or appropriate party). During these discussions with the investment managers, the Company uses a fair value measurement questionnaire, which is part of the Company’s internal controls over financial reporting, to obtain the information necessary to assert the model, inputs and assumptions used comply with U.S. GAAP, including disclosure requirements. The Company also obtains observable inputs from the investment manager and independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company’s guidelines, it is then reviewed by a member of management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and have not historically been material to the fair value estimates in the Condensed Consolidated Financial Statements.

Derivatives are carried at fair value, based upon industry standard valuation techniques that use, where possible, current market-based or independently sourced pricing inputs, such as interest rates, currency exchange rates, or implied volatilities.

Annuity contracts consist of insurance group annuity contracts purchased to match the pension benefit payment stream owed to certain selected plan participant demographics within a few major United Kingdom defined benefit plans. Annuity contracts are valued using a discounted cash flow model utilizing assumptions such as discount rate, mortality, and inflation. The Company independently verifies the observable inputs.

Real estate and REITs consist of publicly traded REITs and direct real estate investments. Level 1 REITs are valued using the closing stock price on a national securities exchange. The Level 3 values are based on the proportionate share of ownership in the underlying net asset value as determined by the investment manager. The Company independently reviews the listing of Level 1 REIT securities in the portfolio and agrees the closing stock prices to a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the Level 3 real estate funds and discusses performance with the fund managers. The Company obtains audited fund manager financial statements, when available. See the description of “Alternative Investments” for further detail on valuation procedures surrounding Level 3 REITs.

Guarantees are carried at fair value, which is based on discounted estimated cash flows using published historical cumulative default rates and discount rates commensurate with the underlying exposure.

Debt is carried at outstanding principal balance, less any unamortized discount or premium. Fair value is based on quoted market prices or estimates using discounted cash flow analyses based on current borrowing rates for similar types of borrowing arrangements.

The following tables present the categorization of the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2012 and December 31, 2011 (in millions):

			Fair Value Measurements Using
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Unobservable
	Balance at		for Identical		Observable		Inputs
	March 31, 2012		Assets (Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Money market funds and highly liquid debt securities (1)	$	2,563	$	2,538	$	25	$	—
Other investments
Fixed maturity securities
Corporate bonds	12		—		—		12
Government bonds	3		—		3		—
Derivatives
Interest rate contracts	18		—		18		—
Foreign exchange contracts	170		—		170		—
Liabilities:
Derivatives
Foreign exchange contracts	206		—		206		—

(1)  Includes $2,538 million of money market funds and $25 million of highly liquid debt securities that are classified as fiduciary assets, short-term investments or cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.

			Fair Value Measurements Using
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Unobservable
	Balance at		for Identical		Observable		Inputs
	December 31, 2011		Assets (Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Money market funds and highly liquid debt securities (1)	$	2,428	$	2,403	$	25	$	—
Other investments
Fixed maturity securities
Corporate bonds	12		—		—		12
Government Bonds	3		—		3		—
Derivatives
Interest rate contracts	16		—		16		—
Foreign exchange contracts	141		—		141		—
Liabilities:
Derivatives
Foreign exchange contracts	189		—		189		—

(1)  Includes $2,403 million of money market funds and $25 million of highly liquid debt securities that are classified as fiduciary assets, short-term investments or cash equivalents in the Condensed Consolidated Statements of Financial Position, depending on their nature and initial maturity.  See Note 8 “Investments” for additional information regarding the Company’s investments.

There were no transfers of assets or liabilities between fair value hierarchy levels in the three months ended March 31, 2012 and 2011, respectively. There were no realized or unrealized gains or losses recognized in the Condensed Consolidated Statements of Income for the three months ended March 31, 2012 and 2011, respectively, related to assets and liabilities measured at fair value using unobservable inputs.

The fair value of all long-term debt instruments is classified as Level 2. The following table discloses the Company’s financial instruments where the carrying amounts and fair values differ (in millions):

	March 31, 2012				December 31, 2011
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	4,168	$	4,511	$	4,155	$	4,494

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Acquisitions and Dispositions (Tables)

3 Months Ended

Mar. 31, 2012

Acquisitions and Dispositions

Consideration transferred and preliminary value of intangible assets

	Three months ended March 31,
(millions)	2012		2011
Consideration transferred:	$	21	$	3
Intangible assets:
Goodwill	$	19	$	1
Other intangible assets:	8		3
Total	$	27	$	4

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Employee Benefits (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
U.S. Pension Plan
Defined Benefit Plan Disclosure
Interest cost	$ 30	$ 30
Expected return on plan assets	(32)	(30)
Amortization of net actuarial loss	11	8
Net periodic benefit cost	9	8
Estimate of contributions to defined benefit pension plans for the current fiscal year	237
Contributions made to defined benefit pension plans	18
International Pension Plan
Defined Benefit Plan Disclosure
Service cost	4	5
Interest cost	66	66
Expected return on plan assets	(80)	(71)
Amortization of net actuarial loss	14	13
Net periodic benefit cost	4	13
Estimate of contributions to defined benefit pension plans for the current fiscal year	304
Contributions made to defined benefit pension plans	$ 105

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Goodwill and Other Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Changes in the net carrying amount of goodwill by operating segment (in millions)
Balance at the beginning of the period	$ 8,770
Goodwill related to current year acquisitions	19
Goodwill related to prior year acquisitions	(4)
Foreign currency translation	111
Balance at the end of the period	8,896
Risk Solutions
Changes in the net carrying amount of goodwill by operating segment (in millions)
Balance at the beginning of the period	5,557
Goodwill related to current year acquisitions	19
Goodwill related to prior year acquisitions	(4)
Transfers related to Health and Benefits consulting	321
Foreign currency translation	88
Balance at the end of the period	5,981
HR Solutions
Changes in the net carrying amount of goodwill by operating segment (in millions)
Balance at the beginning of the period	3,213
Transfers related to Health and Benefits consulting	(321)
Foreign currency translation	23
Balance at the end of the period	$ 2,915

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Condensed Consolidated Statements of Financial Position (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Condensed Consolidated Statements of Financial Position
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, authorized shares	750	750
Common stock, issued shares	386.4	386.4
Treasury stock, shares	60.0	61.6

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Cash and Cash Equivalents and Short-Term Investments

3 Months Ended

Mar. 31, 2012

Cash and Cash Equivalents and Short-Term Investments

Cash and Cash Equivalents and Short-Term Investments

3.  Cash and Cash Equivalents and Short-Term Investments

Cash and cash equivalents include cash balances and all highly liquid investments with initial maturities of three months or less. Short-term investments include certificates of deposit, money market funds and highly liquid debt instruments purchased with initial maturities in excess of three months but less than one year and are carried at amortized cost, which approximates fair value.

The Company was required to hold £77 million of operating funds in the U.K., which were included in Short-term investments. These operating funds, when translated to U.S, dollars, were $123 million and $120 million at March 31, 2012 and December 31, 2011, respectively. Cash and cash equivalents included restricted balances of $90 million and $71 million at March 31, 2012 and December 31, 2011, respectively. The increase in restricted cash balances from December 31, 2011 is primarily due to increased requirements to hold cash and cash equivalents as collateral in Europe.

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Commitments and Contingencies (Details)	3 Months Ended		1 Months Ended	3 Months Ended		1 Months Ended
	Mar. 31, 2012 USD ($)	Mar. 31, 2012 Five-Year Agreement Y	May 31, 2010 Opry Mills Mall Limited Partnership USD ($)	Mar. 31, 2012 Commitments to fund certain limited partnerships or subsidiaries USD ($)	Apr. 02, 2012 Commitments to fund certain limited partnerships or subsidiaries Subsidiaries Term Credit Agreement USD ($)	Apr. 30, 2012 Commitments to fund certain limited partnerships or subsidiaries Subsidiaries Five-Year Agreement Y	Apr. 02, 2012 Commitments to fund certain limited partnerships or subsidiaries Subsidiaries Five-Year Agreement USD ($)	Apr. 02, 2012 Commitments to fund certain limited partnerships or subsidiaries Subsidiaries Euro Facility Agreement EUR (€)	Mar. 31, 2012 Commitments to fund certain limited partnerships or subsidiaries Subsidiaries Euro Facility Agreement USD ($)
Legal, Guarantees and Indemnifications
Agreed upon payment in exchange for dismissal of class claims	$ 550,000
Damages sought by Opry Mills Mall Limited Partnership			200,000,000
Amount of coverage for damages contended by the insurers			50,000,000
Difference amount of damages sought by the client			150,000,000
Estimated exposure with respect to contractual contingent guarantees for premium payments owed by clients	23,000,000
Maximum potential funding under commitments				60,000,000	450,000,000		400,000,000	650,000,000	868,000,000
Term of credit agreement (in years)		5				5
Commitments funded				$ 3,000,000

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2012

Goodwill and Other Intangible Assets

Schedule of changes in the net carrying amount of goodwill by operating segment

	Risk Solutions			HR Solutions			Total
Balance as of December 31, 2011	$	5,557		$	3,213		$	8,770
Goodwill related to current year acquisitions	19			—			19
Goodwill related to prior year acquisitions	(4		)	—			(4		)
Transfer related to Health and Benefits Consulting (1)	321			(321		)	—
Foreign currency translation	88			23			111
Balance as of March 31, 2012	$	5,981		$	2,915		$	8,896

(1)   Effective January 1, 2012, the Health and Benefits Consulting business was transferred from the HR Solutions segment to the Risk Solutions segment.

Schedule of other intangible assets by asset class

	March 31, 2012						December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets with indefinite lives:
Trademarks	$	1,024	$	—	$	1,024	$	1,024	$	—	$	1,024
Intangible assets with finite lives:
Trademarks	4		1		3		4		1		3
Customer Related and Contract Based	2,642		711		1,931		2,608		615		1,993
Marketing, Technology and Other	614		369		245		606		350		256
	$	4,284	$	1,081	$	3,203	$	4,242	$	966	$	3,276

Schedule of estimated future amortization expense on intangible assets

	HR Solutions		Risk Solutions		Total
Remainder of 2012	$	223	$	90	$	313
2013	276		101		377
2014	239		91		330
2015	209		76		285
2016	175		66		241
Thereafter	478		155		633
	$	1,600	$	579	$	2,179

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Other Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Other Income
Equity earnings	$ 5	$ 6
Realized gain on sale of investments	10	10
Foreign currency remeasurement losses	(18)	(2)
Hedging gain	2
Other	1	1
Other income		$ 15

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Derivatives and Hedging

3 Months Ended

Mar. 31, 2012

Derivatives and Hedging

Derivatives and Hedging

13.  Derivatives and Hedging

The Company is exposed to certain market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk related to these exposures, the Company enters into various derivative instruments that reduce these market risks by creating offsetting exposures. The Company does not enter into derivative instruments for trading or speculative purposes.

Foreign Exchange Risk Management

The Company and its subsidiaries are exposed to foreign exchange risk when they receive revenues, pay expenses, or enter into intercompany loans denominated in a currency that differs from their functional currency. The Company uses foreign exchange derivatives, typically forward contracts, options and cross currency swaps, to reduce its overall exposure to the effects of currency fluctuations on cash flows. These exposures are hedged, on average, for less than two years; however, in limited instances, the Company has hedged certain exposures up to five years in the future.

The Company also uses foreign exchange derivatives, typically forward contracts and options, to hedge its net investments in foreign operations for up to two years in the future.

The Company also uses foreign exchange derivatives, typically forward contracts and options, to manage the currency exposure of the Company’s global liquidity profile for one year in the future. These derivatives are not accounted for as hedges, and changes in fair value are recorded each period in Other general expenses in the Condensed Consolidated Statements of Income.

Interest Rate Risk Management

The Company holds variable-rate short-term brokerage and other operating deposits. The Company uses interest rate derivatives, typically swaps, to reduce its exposure to the effects of interest rate fluctuations on the forecasted interest receipts from these deposits for up to two years in the future.

Certain derivatives also give rise to credit risks from the possible non-performance by counterparties.  The credit risk is generally limited to the fair value of those contracts that are favorable to the Company. The Company has limited its credit risk by using International Swaps and Derivatives Association (“ISDA”) master agreements, collateral and credit support arrangements, entering into non-exchange-traded derivatives with highly-rated major financial institutions and by using exchange-traded instruments. The Company monitors the credit-worthiness of, and exposure to, its counterparties. As of March 31, 2012, all net derivative positions were free of credit risk contingent features. In addition, the Company did not receive or pledge collateral for any derivatives as of March 31, 2012.

The notional and fair values of derivative instruments are as follows (in millions):

	Notional Amount				Derivative Assets (1)				Derivative Liabilities (2)
	March 31, 2012		December 31, 2011		March 31, 2012		December 31, 2011		March 31, 2012		December 31, 2011
Derivatives accounted for as hedges:
Interest rate contracts	$	552	$	702	$	18	$	16	$	—	$	—
Foreign exchange contracts	1,377		1,297		169		140		205		188
Total	1,929		1,999		187		156		205		188
Derivatives not accounted for as hedges:
Foreign exchange contracts	228		246		1		1		1		1
Total	$	2,157	$	2,245	$	188	$	157	$	206	$	189

(1) Included within Other assets

(2) Included within Other liabilities

The amounts of derivative gains (losses) recognized in the Condensed Consolidated Financial Statements for the three months ended March 31, 2012 and 2011 are as follows (in millions):

	Three months ended
	March 31,
	2012			2011
Gain (Loss) recognized in Accumulated Other Comprehensive Loss:
Cash flow hedges:
Interest rate contracts	$	—		$	(2	)
Foreign exchange contracts	2			—
Total	$	2		$	(2	)
Foreign net investment hedges:
Foreign exchange contracts	$	(10	)	$	(13	)
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into income (effective portion):
Cash flow hedges:
Interest rate contracts (1)	$	—		$	—
Foreign exchange contracts (2)	(8		)	2
Total	$	(8	)	$	2
Foreign net investment hedges:
Foreign exchange contracts	$	—		$	—

(1) Included within Fiduciary investment income and Interest expense

(2) Included within Other general expenses and Interest expense

	Three months ended March 31,
	Amount of Gain (Loss) Recognized in Income on Derviative (1)					Amount of Gain (Loss) Recognized in Income on Related Hedged Item (2)
	2012		2011			2012			2011
Fair value hedges:
Foreign exchange contracts	$	2	$	(7	)	$	(2	)	$	8

(1) Relates to fixed rate debt

(2) Included in Interest expense

It is estimated that approximately $20 million of pretax losses currently included within Accumulated other comprehensive loss will be reclassified into earnings in the next twelve months.

The amount of gain (loss) recognized in income on the ineffective portion of derivatives for the three months ended March 31, 2012 and 2011 was not material.

The Company recognized a gain of $5 million and a loss of  $1 million during the three months ended March 31, 2012 and 2011, respectively, related to foreign exchange derivatives not designated or qualifying as hedges. These amounts were recorded in Other general expenses in the Condensed Consolidated Statements of Income.