0001104659-12-078616.txt : 20121116 0001104659-12-078616.hdr.sgml : 20121116 20121116163905 ACCESSION NUMBER: 0001104659-12-078616 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20121116 DATE AS OF CHANGE: 20121116 EFFECTIVENESS DATE: 20121116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aon plc CENTRAL INDEX KEY: 0000315293 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 363051915 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-184999 FILM NUMBER: 121212087 BUSINESS ADDRESS: STREET 1: 8 DEVONSHIRE SQUARE CITY: LONDON STATE: X0 ZIP: EC2M 4PL BUSINESS PHONE: (44) 20 7623 5500 MAIL ADDRESS: STREET 1: 8 DEVONSHIRE SQUARE CITY: LONDON STATE: X0 ZIP: EC2M 4PL FORMER COMPANY: FORMER CONFORMED NAME: AON CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMBINED INTERNATIONAL CORP DATE OF NAME CHANGE: 19870504 S-8 1 a12-27223_1s8.htm S-8

As filed with the Securities and Exchange Commission on November 16, 2012

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AON PLC

(Exact Name of Registrant as Specified in its Charter)

England and Wales		98-1030901
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

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

Aon plc Company Share Save Plan

(Full Title of the Plan)

Ram Padmanabhan

Vice President, Chief Counsel — Corporate and Company Secretary

Aon plc

Aon Center

200 East Randolph Street

Chicago, Illinois

(312) 381-1000

(Name, Address, and Telephone Number,

Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions 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

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered		Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
Class A Ordinary Shares, U.S. $0.01 nominal value per share	1,200,000	(1)	$	55.725	(2)	$	66,870,000	(2)	$	9,121.07	(3)

(1) This Registration Statement covers such additional and indeterminate number of Class A Ordinary Shares, as may become issuable by reason of stock dividends, stock splits or similar transactions.

(2) Estimated solely for the purposes of determining the amount of the registration fee, in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933, as amended (the “Securities Act”) on the basis of the average of the high and low sales prices per share of Class A Ordinary Shares as reported by the New York Stock Exchange on November 12, 2012.

(3) Pursuant to Rule 457(p), $9,121.07 of the registration fee previously paid by the Registrant with respect to unsold securities registered pursuant to Registration Statement No. 333-178991, which was initially filed by the Registrant (under its prior name, Aon Global Limited) on January 13, 2012, is being used to offset the registration fee due in connection with this Registration Statement. Accordingly, a filing fee of $0 is being paid herewith.

Explanatory Note

This Registration Statement on Form S-8 relates to the open market purchase from time to time of Class A Ordinary Shares of Aon plc (the “Company”) for the benefit of participants in the Aon plc Company Share Save Plan. The use of original issuance securities under this Registration Statement is not contemplated.

Part II
Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Securities and Exchange Commission (the “Commission”; file number 001-07933) by Aon plc (the “Company”) or, prior to April 2, 2012, by Aon Corporation (“Aon Delaware”), the Company’s predecessor, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:

(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2011;

(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012;

(c) Current Reports on Form 8-K (excluding any information furnished under Items 2.02 or 7.01 thereof) dated January 12, 2012, January 19, 2012, January 25, 2012, February 13, 2012, March 12, 2012, March 14, 2012, March 15, 2012, March 16, 2012, March 26, 2012, March 27, 2012, March 29, 2012, May 18, 2012, August 31, 2012, September 21, 2012 and November 13, 2012; and

(d) The description of Aon Delaware’s Common Stock contained in Item 12 of the Registration Statement on Form 10 filed by Aon Delaware with the Commission on February 19, 1980 (when Aon Delaware was known as Combined International Corporation), and any amendment or report which Aon Delaware or the Company has filed for the purpose of updating such description, including the Company’s Current Report on Form 8-K dated April 2, 2012.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company is a public limited company incorporated under the law of England and Wales. Chapter 7 of Part 10 of the U.K. Companies Act of 2006 (the “Companies Act”) contains, among other things, provisions regarding directors’ liability and the extent to which a company may indemnify its directors. All statutory references in this Item 6 are to the Companies Act.

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

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

(a) liability insurance within Section 233;

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

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

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

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

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

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

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

directors or other officers of the Company (other than any person (whether an officer or not) engaged by the Company as auditor).

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

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

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

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number		Description of Exhibit

4.1		Articles of Association of Aon plc, dated March 29, 2012 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Aon plc on April 2, 2012).
*4.2		Aon plc Company Share Save Plan
*23		Consent of Ernst & Young LLP.
*24		Powers of Attorney.

* Filed herewith.

The use of original issuance securities under this Registration Statement is not contemplated. If original issuance securities are hereafter offered and sold, an opinion of counsel will be filed by amendment.

Item 9. Undertakings.

(a) The Company hereby undertakes:

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

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

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

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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

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

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

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

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

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, England, on the 16th day of November, 2012.

	AON PLC


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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

*	President, Chief Executive Officer and
Gregory C. Case	Director (Principal Executive Officer)	November 16, 2012

*	Non-Executive Chairman and Director	November 16, 2012
Lester B. Knight

*	Director	November 16, 2012
Fulvio Conti

*	Director	November 16, 2012
Cheryl A. Francis

*	Director	November 16, 2012
Edgar D. Jannotta

*	Director	November 16, 2012
J. Michael Losh

*	Director	November 16, 2012
Robert S. Morrison

*	Director	November 16, 2012
Richard B. Myers

*		Director	November 16, 2012
Richard C. Notebaert

*		Director	November 16, 2012
Gloria Santona

*		Director	November 16, 2012
Carolyn Y. Woo

/s/ Christa Davies		Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 16, 2012
Christa Davies


/s/ Laurel Meissner		Senior Vice President and Global Controller (Principal Accounting Officer)	November 16, 2012
Laurel Meissner


/s/ Ram Padmanabhan		Vice President, Chief Counsel — Corporate, Company Secretary and Authorized Representative in the United States	November 16, 2012
Ram Padmanabhan


* By:	/s/ Ram Padmanabhan		November 16, 2012
	Ram Padmanabhan
	Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number		Description of Exhibit

4.1		Articles of Association of Aon plc (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Aon plc on April 2, 2012).
*4.2		Aon plc Company Share Save Plan.
*23		Consent of Ernst & Young LLP.
*24		Powers of Attorney.

* Filed herewith.

EX-4.2 2 a12-27223_1ex4d2.htm EX-4.2

Exhibit 4.2

AON PLC

COMPANY SHARE SAVE PLAN

SECTION 1. PURPOSE

The purpose of the Aon plc Company Share Save Plan (the “Plan”) is to provide an opportunity for Employees (as defined below) of Aon Canada Inc. (the “Company”) and its Subsidiaries (as defined below) to purchase Class A Ordinary Shares, with nominal value U.S. $0.01 per share, of Aon plc (“Aon”), the indirect parent of the Company (the “Shares”), by designating a percentage of their Eligible Compensation (as defined below) and Aon Excess Credits (as defined below) for the purchase of Shares and thereby provide Employees with an additional incentive to contribute to the prosperity of the Company and Aon by linking their interests and efforts to the long-term interests of Aon’s shareholders.

SECTION 2. DEFINITIONS

Capitalized terms used herein without definition shall have the respective meanings set forth below.

(a) “Administrator” means one or more of the Company’s officers or management team appointed by the Committee to administer the day-to-day operation of the Plan. Except as otherwise provided in the Plan, the Committee may assign any of its administrative tasks to the Administrator.

(b) “Affiliate” means any entity that, directly or indirectly, is controlled by, controls or is under common control with, Aon, as determined by the Committee, whether now or hereafter existing.

(c) “Aon Credits” shall mean credits that may be awarded to a Participant under Aon’s benefits programs and Aon Matching Credits, if any, awarded to the Participant under this Plan, the aggregate sum of which may be applied towards the payment of the Participant’s cost of eligible health and group benefits programs offered by Aon.

(d) “Aon Excess Credits” shall mean any remaining balance of a Participant’s Aon Credits for a Plan Year after applying the Participant’s Aon Credits towards the payment of the Participant’s cost of eligible health and group benefits programs offered by Aon.

(e) “Aon Matching Credits” shall mean an amount equal to a percentage of the Participant’s Voluntary Contributions, determined by the Administrator, in its sole discretion.

(f) “Board” shall mean the Board of Directors of Aon.

(g) “Broker” shall mean the financial institution or broker designated by the Company to act as Broker for the Plan.

(h) “Committee” shall mean the Organization and Compensation Committee of the Board or such other committee designated by the Board to administer the Plan in accordance with Section 8 hereof.

(i) “Company” shall mean Aon Canada Inc., an indirect, wholly owned subsidiary of Aon.

(j) “Eligible Compensation” shall mean an Employee’s Annual Base Salary or the economic equivalent for a Participant who is paid on an hourly basis for the Plan Year during which the Employee is a Participant, prorated for any Employee who is employed for less than a full calendar year by multiplying the Employee’s Base Annual Salary by a fraction, the numerator of which is the number of days the Participant was actively employed with the Company or any Subsidiary during the Plan Year and the denominator of which is 365.

(k) “Employee” shall mean an individual classified as an employee on the payroll records of the Company or a Subsidiary during the relevant Plan Year, regardless of whether on full or part-time status, who customarily works not less than twenty (20) hours per week. The employment relationship shall be treated as continuing intact while the employee goes on a maternity/paternity leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary and the Participant remains on the payroll of the Company or a Subsidiary. Employment, however, shall be deemed to terminate if the Participant is no longer on the payroll of the Company or a Subsidiary, unless the Administrator, in its sole discretion, determines otherwise in the case of a bona fide leave of absence approved by the Company or due to local law. If a Participant’s employment is deemed to terminate during a leave of absence, the Participant will be required to re-enroll in the Plan upon returning to employment in the manner set forth in Section 4 hereof.

(l) “Enrollment Deadline” shall mean the date designated by the Administrator as the deadline for enrolling in the Plan.

(m) “Life Event Change” shall mean a change in the Participant’s personal situation that warrants a change in his or her rate of Participant Voluntary Contributions as contemplated under Section 5(b), as determined in the sole discretion of the Administrator, and which may include, depending on the circumstances as determined by the Administrator in its sole discretion, marriage, legal separation or divorce (including common law or same-sex partnerships); birth or adoption of a child; death of a covered family member; gain or loss of outside coverage because the Participant’s spouse’s employment begins or ends; ineligibility of a Participant’s dependent child (due to the child reaching age 21, no longer being financially dependent on the Participant, or reaching age 26 if in school full-time or such other age or condition mandated or permitted under applicable law as determined by the Administrator).

(n) “Ordinary Shares” or “Shares” mean the Class A Ordinary Shares, with nominal value U.S. $0.01 per share, of Aon.

(o) “Participant” shall mean an Employee who has satisfied the eligibility requirements set forth in Section 3 hereof and elects to participate in the Plan in accordance with Section 4 hereof.

(p) “Participant Contributions” shall mean the amount that a Participant elects to contribute towards the purchase of Shares by way of payroll deductions or an alternative form of

payment approved by the Administrator in the case of a bona fide leave of absence approved by the Company in accordance with Section 5 hereof.

(q) “Participant Optional Contributions” shall mean Participant Contributions that are not eligible for Aon Matching Credits.

(r) “Participant Voluntary Contributions” shall mean Participant Contributions that are eligible for Aon Matching Credits.

(s) “Plan” shall mean this Aon plc Company Share Save Plan, as amended from time to time.

(t) “Plan Year” shall mean the twelve-month period beginning on January 1 of each year, or such other period as determined by the Administrator.

(u) “Purchase Date” shall mean the date that the Shares are purchased.

(v) “Shareholder” shall mean a record holder of Ordinary Shares entitled to vote under Aon’s bylaws, as amended from time to time.

(w) “Subsidiary” shall mean any Affiliate in which the Company has a significant equity interest (without regard to whether the interest is in the form of direct or indirect ownership), as determined by the Committee, whether now or hereafter existing.

(x) “Termination of Service” shall mean a termination of active employment with the Company or a Subsidiary for any reason, whether voluntary or involuntary. Any question as to whether and when there has been a Termination of Service for the purposes of the Plan shall be determined by the Administrator or by the Committee with respect to executive officers, whose determination shall be conclusive and binding. Transfer of a Participant’s employment relationship between the Company and any Subsidiary shall not be considered a Termination of Service for purposes of any Employee’s eligibility to participate in the Plan. Unless the Administrator determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment is with an entity that is not or has ceased to be a Subsidiary.

SECTION 3. ELIGIBILITY

Each person who is an Employee as of the applicable Enrollment Deadline shall be eligible to become a Participant in the Plan. An Employee who is hired after the Enrollment Deadline shall also be eligible to become a Participant to the extent he or she elects to become a Participant within the period specified in Section 4 hereof.

SECTION 4. PARTICIPATION IN THE PLAN

(a) An Employee may elect to become a Participant in the Plan by completing and filing the appropriate enrollment form, whether in electronic or other form, or following the procedures prescribed by the Administrator, in each case, by the applicable Enrollment Deadline, and in the case of an Employee who is hired after the Enrollment Deadline, within thirty-one (31) days following the Employee’s date of hire.

(b) The Purchase Date shall be a date that is as soon as reasonably practicable following the date that the Participant Contributions and Aon Excess Credits, if any are transferred to the Broker.

(c) In the event that a person is excluded from participation in the Plan and a court of competent jurisdiction determines that the person is eligible to participate in the Plan, the person shall be treated as an Employee only from the date of the court’s determination and shall not be entitled to retroactive participation in the Plan.

SECTION 5. PAYROLL DEDUCTIONS

(a) An Employee eligible to participate in the Plan under Section 3 hereof may elect to make Participant Contributions by having payroll deductions made on each pay day at a rate of one percent (1%) to twenty-five (25%) of the Participant’s Eligible Compensation that he or she receives on each pay day, in whole percentages only, as specified by the Administrator for each Plan Year, to be credited towards the purchase of Shares. The Administrator shall select for each Plan Year the maximum rate of payroll deductions that shall apply to Participant Voluntary Contributions and Participant Optional Contributions. The amount of the Participant Contributions as designated by the Participant shall be reflected in a separate bookkeeping account for each Participant and be maintained by the Company under this Plan and the amount of each Participant’s payroll deduction shall be credited to such account. A Participant may not make any additional payments into such account; provided, however, that the Administrator may authorize alternative forms of Participant Contributions in the case of a Participant who takes a bona fide leave of absence that is approved by the Company, including, by way of deductions from a Participant’s bank account.

(b) A Participant may not suspend or discontinue participation in the Plan during the Plan Year with respect to Participant Voluntary Contributions unless the Participant experiences a Life Event Change. Under procedures established by the Administrator, a Participant may suspend or discontinue participation in this Plan with respect to Participant Optional Contributions at any time during the Plan Year by completing and filing the form or following the procedures prescribed by the Administrator. A Participant may not change his or her rate of Participant Voluntary Contributions unless a Life Event Change occurs, but the Participant may change his or her rate of Participant Voluntary Contributions with respect to a subsequent Plan Year prior to the applicable Enrollment Deadline. Under procedures established by the Administrator, a Participant may change his or her rate of Participant Optional Contributions at any time during the Plan Year by following the procedures prescribed by the Administrator. If the procedures established by the Administrator are not followed, the rate of Participant Optional Contributions shall be applied to the purchase of Shares at the originally elected rate.

SECTION 6. PURCHASE OF SHARES

(a) As soon as practicable after a regularly scheduled pay date, the Company shall transfer the Participant Contributions and Aon Excess Credits, if any, to the Broker, and the Broker shall use such amounts to purchase on the Purchase Date the number of Shares (including fractional Shares) on the open market on the Participant’s behalf.

(b) Shares purchased on behalf of a Participant under the Plan shall be posted to the Participant’s Broker account as soon as practicable after, and credited to such Broker account as of, each Purchase Date. Dividends on Shares held in a Broker account shall be credited to such account.

(c) During the Participant’s active employment with the Company or a Subsidiary, the Company shall pay the standard fees for opening and maintaining Broker account for such Participants, provided that the Participant shall be responsible for transaction fees associated with the disposition of Shares to the extent determined by the Committee. Following a Participant’s Termination of Service, such Participant shall pay the standard fees for maintaining an account with the Broker. At all times, each Participant shall pay the brokerage commissions and other charges associated with the sale of Shares held in such Participant’s Broker account with the exception of the Broker fees associated with the purchase of the Participant’s Shares, unless otherwise determined by the Committee.

(d) Any Participant may request the Broker to sell any or all of the Shares allocated to his or her Broker account at any time.

SECTION 7. TERMINATION OF SERVICE

In the event of a Termination of Service with the Company or any Subsidiary for any reason (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of any employment agreement, if any, with the Participant) prior to the Purchase Date, the Participant’s payroll deductions shall cease unless the Participant continues to receive payments through payroll following the Termination of Service, in which case, payroll deductions shall continue through the final payroll date applicable to the Participant without regard to whether the Participant continues as an Employee and anything in Section 3 to the contrary notwithstanding. All Participant Contributions credited to the Participant’s account through the final payroll date in connection with a Participant’s Termination of Service shall be applied towards the purchase of Shares on the next regularly scheduled Purchase Date. In the event of a Termination of Service with the Company or any Subsidiary, for any reason, the Participant’s right to make Participant Contributions under the Plan shall be extended by any notice period mandated under local law (e.g., active employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of any employment agreement with the Participant) only to the extent the Participant is receiving payments through payroll during such period; the Administrator shall have the sole discretion to determine when the Participant is no longer actively employed for purposes of Plan participation.

SECTION 8. ADMINISTRATION OF THE PLAN

(a) The Plan shall be administered by the Committee. All references in the Plan to the “Board” shall be, as applicable, to the Committee appointed by the Board pursuant to this Section 8, or to the Board, if no committee has been appointed, or to any other committee or any officer to whom the Board or the Committee has delegated authority to administer the Plan. Members of the Committee shall serve for such term as the Board may determine, subject to

removal by the Board at any time. In addition to any powers and authority conferred on the Board or Committee elsewhere in the Plan or by law, the Board or Committee shall have the following powers and authority:

(i) To designate agents to carry out responsibilities relating to the Plan;

(ii) To administer, interpret, construe and apply this Plan and to answer all questions that may arise or that may be raised under this Plan by a Participant or any other person whatsoever;

(iii) To apply the terms and conditions of the Plan by requiring any Participants to enter into an enrollment form that sets forth the terms and conditions of the Participant’s enrollment under the Plan, and any country-specific appendices thereto;

(iv) To establish rules and procedures from time to time for the conduct of its business and for the administration and effectuation of its responsibilities under the Plan; and

(v) To perform or cause to be performed such further acts as it may deem to be necessary, appropriate or convenient for the operation of the Plan.

The Committee may assign any of its administrative tasks set forth in this Section 8(a) to the Administrator.

(b) Any action taken in good faith by the Board or Committee in the exercise of authority conferred upon it by this Plan shall be conclusive and binding upon a Participant and his or her beneficiaries. All discretionary powers conferred upon the Board and Committee shall be absolute.

SECTION 9. SHARES SUBJECT TO THE PLAN

(a) Subject to Section 9(c) hereof, the maximum number of Shares which may be purchased under the Plan is one million, two hundred thousand (1,200,000) Shares. All Shares shall be purchased on the open market. In the event that the aggregate number of Shares to be purchased for all Participants on the Purchase Date exceeds the maximum number of Shares remaining available for purchase under this Section 9(a), then the number of Shares to which each Participant is entitled shall be determined by multiplying the number of Shares available for purchase by a fraction, the numerator of which is the number of Shares that such Participant would have been entitled to on the Purchase Date had a sufficient number of Shares remained available for purchase hereunder and the denominator of which is the number of Shares that all Participants would have been entitled to on the Purchase Date.

(b) The Participant shall have no right to vote or receive dividends or any other interest in Shares to be purchased under the Plan until such Shares have been issued (as evidenced by the appropriate entity on the books of the Broker or duly-authorized transfer agent selected by Aon).

(c) In the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, spin-off, stock split, reverse stock split, share combination,

share exchange, extraordinary dividend, or any change in the corporate structure affecting the Shares, such adjustment shall be made in the number and kind of Shares that may be purchased under the Plan as set forth in this Section 9, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights. The decision by the Committee regarding any such adjustment shall be final, binding and conclusive.

(d) In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger or consolidation of the Company with or into another corporation, then in the sole discretion of the Committee, (a) each right to purchase Shares hereunder may be assumed or an equivalent right shall be substituted by the successor corporation or parent or subsidiary of such successor corporation, (b) a date established by the Committee on or before the date of consummation of such merger, consolidation or sale shall be treated as a Purchase Date or (c) all outstanding rights to purchase Shares hereunder shall terminate and the Participant Contributions shall be returned to the Participants.

SECTION 10. AMENDMENT/TERMINATION OF THE PLAN

Since future conditions affecting the Company cannot be anticipated or foreseen, the Board reserves the right to amend, modify, or terminate the Plan at any time; provided, however, that no amendment that would require stockholder approval in order for the Plan to continue to comply with applicable securities laws, the New York Stock Exchange listing standards or any rule promulgated by the United States Securities and Exchange Commission, an applicable Canadian provincial securities regulator or any securities exchange on which the securities of Aon are listed shall be effective unless such amendment shall be approved by the requisite vote of stockholders of Aon entitled to vote thereon within the time period required under such applicable listing standard or rule. Upon termination of the Plan, all benefits shall become payable immediately. Notwithstanding the foregoing, no such amendment or termination shall affect rights previously granted, nor may an amendment make any change in any right previously granted which adversely and materially affects the rights of any Participant without the consent of such Participant.

SECTION 11. TAX OBLIGATIONS

The Company shall have the right to deduct from all amounts payable to a Participant (whether under this Plan or otherwise) any taxes (including any social insurance contributions or employer taxes that the Participant has agreed to pay) required by law to be withheld in respect of Shares issuable or amounts payable under this Plan through any method of withholding authorized by the Committee or set forth in a Participant’s enrollment form. The Company shall further have the right to report to the appropriate tax authorities any taxable income to the Participant as required by law.

SECTION 12. NON-TRANSFERABILITY

Benefits granted to Participants under the Plan may not be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and any attempted assignment, transfer, pledge, or other disposition shall be null and void and without effect. If a

Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under this Plan, such act shall be treated as an election by the Participant to discontinue participation in this Plan pursuant to Section 4 hereof.

SECTION 13. NOTICES

All notices or other communications by a Participant to the Company or the Committee under or in connection with this Plan shall be deemed to have been duly given when received in the form specified by the Committee at the location, or by the person, designated by the Committee for that purpose.

SECTION 14. NO ENLARGEMENT OF EMPLOYEE RIGHTS

This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the employing Company or a Subsidiary and any Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Employee. Nothing contained in the Plan shall be deemed to give the right to any Employee to be retained in the employ of the Company or a Subsidiary or to interfere with the right of the Company or any Subsidiary to discharge any Employee at any time.

SECTION 15. GOVERNING LAW/VENUE

(a) The Plan shall be construed in accordance with and governed by the laws of Canada, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

(b) For purposes of litigating any dispute that arises under this Plan, such litigation shall be conducted in the courts of Ontario.

SECTION 16. NON-BUSINESS DAYS

When any act under the Plan is required to be performed on a day that falls on a Saturday, Sunday or legal holiday in the United States or Canada, that act shall be performed on the next succeeding day which is not a Saturday, Sunday or legal holiday in the United States or Canada.

SECTION 17. COMPLIANCE WITH SECURITIES LAWS.

Notwithstanding any provision of the Plan to the contrary, the Committee shall administer the Plan in such a way to insure that the Plan at all times complies with any applicable requirements of U.S. federal and Canadian provincial securities laws. The Company shall not be under any obligation to issue Ordinary Shares unless and until the Company has determined that: (a) it and the Participant have taken all actions required to register the Ordinary Shares under the United States Securities Act of 1933, as amended, or the Company has determined that an exemption from registration is available, (b) any applicable listing requirement of any New York Stock Exchange or stock exchange on which the Ordinary Shares is listed has been satisfied and (c) all other applicable provisions of Canadian provincial securities laws have been satisfied.

SECTION 18. INTEREST

No interest will accrue on the Participant Contributions in the Plan, except as may be required by applicable law, as determined by the Committee.

SECTION 19. SEVERABILITY

If any particular provision of this Plan is found to be invalid or otherwise unenforceable, such provision shall not affect the other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision were omitted.

SECTION 20. HEADINGS

Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan.

SECTION 21. EFFECTIVE DATE/TERM OF THE PLAN

(a) The effective date of the Plan is the date the Plan was adopted by the Board, November 16, 2012.

(b) Unless sooner terminated as provided herein, the Plan shall terminate ten years from the Effective Date. After the Plan is terminated, no future benefits will be granted under the Plan, but benefits previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.

EX-23 3 a12-27223_1ex23.htm EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Aon plc Company Share Save Plan, of our report dated February 24, 2012, except for Notes 20, 21, and 22 and the addition of the consolidated statements of comprehensive income, as to which the date is August 31, 2012, with respect to the consolidated financial statements of Aon Corporation for the year ended December 31, 2011, appearing in the Current Report on Form 8-K of Aon plc dated August 31, 2012, as well as our report dated February 24, 2012, on the effectiveness of internal control over financial reporting of Aon Corporation included in the Annual Report (Form 10-K) for the year ended December 31, 2011, of Aon Corporation filed with the Securities and Exchange Commission on February 24, 2012.

/s/ Ernst & Young LLP

Chicago, Illinois

November 14, 2012

EX-24 4 a12-27223_1ex24.htm EX-24

Exhibit 24

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc (the “Company”), hereby severally constitutes and appoints Christa Davies and Ram Padmanabhan and each of them, with full power to act without the other, his or her true and lawful attorneys-in-fact and agents, with full and several power of substitution and resubstitution for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to Class A Ordinary Shares of the Company deliverable pursuant to the Aon plc Company Share Save Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including all post-effective amendments) and any additional registration statement pursuant to Rule 462(b) of the Securities Act and any and all amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done to the end that such Registration Statement or additional registration statement comply with the Securities Act, and the applicable rules and regulations adopted or issued pursuant thereto, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.