S-8

As filed with the Securities and Exchange Commission on October 31, 2014

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 2011 Incentive Plan

(Full Title of the Plan)

Peter M. Lieb

Executive Vice President, General Counsel and Company Secretary

Aon plc

8 Devonshire Square

London, England EC2M 4PL

+44 20 7623 5500

(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.  (Check one):

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

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)(2)	Proposed maximum offering price per share (3)		Proposed maximum aggregate offering price (3)		Amount of registration fee
Aon plc 2011 Incentive Plan
Class A Ordinary Shares, par value $0.01 per share	9,000,000	$	81.875	$	736,875,000	$	85,625

(1)This Registration Statement on Form S-8 covers an additional 9,000,000 Class A Ordinary Shares, par value $0.01 per share, of Aon plc issuable pursuant to the Aon plc 2011 Incentive Plan.

(2)This Registration Statement on Form S-8 covers such additional and indeterminate number of Class A Ordinary Shares, par value $0.01 per share, of Aon plc as may become issuable by reason of share dividends, share splits or similar transactions.

(3)Estimated solely for the purposes of determining the amount of the registration fee, in accordance with Rule 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 October 24, 2014.

Explanatory Note

This Registration Statement on Form S-8 (this “Registration Statement”) is filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering an additional 9,000,000 Class A Ordinary Shares, nominal value $0.01 per share (the “Class A Ordinary Shares”), of Aon plc (the “Company”) that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan (the “Plan”).  The Company’s shareholders approved the addition of these shares to the Plan at the Company’s annual general meeting of shareholders on June 24, 2014.

The contents of the Company’s previously filed Registration Statement on Form S-8 (Registration No. 333- 174788) filed with the Securities and Exchange Commission (the “Commission”) on June 9, 2011, as amended by the Post-Effective Amendment No. 1 thereto filed with the Commission on April 2, 2012, pertaining to the Plan are hereby incorporated herein by reference to the extent not otherwise amended or superseded by the contents hereof.

Part II
Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following documents previously filed with the Commission by the Company (Commission File No. 001-07933) are incorporated herein by reference:

(a)Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Commission on February 18, 2014;

(b)Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the Commission on April 25, 2014;

(c)Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed with the Commission on July 25, 2014;

(d)Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed with the Commission on October 31, 2014;

(e)Definitive Proxy Statement on Schedule 14A filed on April 28, 2014 (to the extent incorporated by reference in our Annual Report on Form 10- K for the year ended December 31, 2013);

(f)Current Reports on Form 8-K (excluding any information furnished under Items 2.02 or 7.01 thereof) of the Company filed with the Commission on March 21, 2014, May 13, 2014, May 27, 2014, June 30, 2014 and August 18, 2014; and

(g)The description of the Common Stock of Aon Corporation contained in Item 12 of the Registration Statement on Form 10 filed by Aon Corporation with the Commission on February 19, 1980 (when Aon Corporation was known as Combined International Corporation), and any amendment or report which Aon Corporation or the Company has filed (or which the Company will file after the date of this Registration Statement and prior to the termination of this offering) for the purpose of updating such description, including the Company’s Current Report on Form 8-K filed with the Commission on 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 Securities Exchange Act of 1934, as amended, 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

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in 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 8.  Exhibits.

Exhibit Number	Description of Exhibit
4.1	Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the Commission on April 2, 2012)
4.2	Aon plc 2011 Incentive Plan (incorporated by reference to Appendix B to the definitive proxy statement of the Company for the 2014 annual general meeting of shareholders filed with the Commission on April 28, 2014)
5.1*	Opinion of Freshfields Bruckhaus Deringer LLP
23.1*	Consent of Freshfields Bruckhaus Deringer LLP (included in Exhibit 5.1)
23.2*	Consent of Ernst & Young LLP
24.1*	Powers of Attorney

* Filed herewith.

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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 Chicago, State of Illinois, on October 31, 2014.

	AON PLC
By:	/s/ Christa Davies
	Name:	Christa Davies
	Title:	Executive Vice President and Chief Financial Officer

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

Signature	Title	Date
*	President, Chief Executive Officer and Director (Principal Executive Officer)	October 31, 2014
Gregory C. Case
*	Non-Executive Chairman and Director	October 31, 2014
Lester B. Knight
*	Director	October 31, 2014
Fulvio Conti
*	Director	October 31, 2014
Cheryl A. Francis
*	Director	October 31, 2014
Edgar D. Jannotta
*	Director	October 31, 2014
James W. Leng
*	Director	October 31, 2014
J. Michael Losh

*	Director	October 31, 2014
Robert S. Morrison

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*	Director	October 31, 2014
Richard B. Myers
*	Director	October 31, 2014
Richard C. Notebaert
*	Director	October 31, 2014
Gloria Santona
*	Director	October 31, 2014
Carolyn Y. Woo

/s/ Christa Davies		Executive Vice President	October 31, 2014
Christa Davies		and Chief Financial Officer (Principal Financial Officer)
/s/ Laurel Meissner		Senior Vice President and	October 31, 2014
Laurel Meissner		Global Controller
		(Principal Accounting Officer)
* By:	/s/ Christa Davies
	Christa Davies		October 31, 2014
	Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
4.1	Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the Commission on April 2, 2012)
4.2	Aon plc 2011 Incentive Plan (incorporated by reference to Appendix B to the definitive proxy statement of the Company for the 2014 annual general meeting of shareholders filed with the Commission on April 28, 2014)
5.1*	Opinion of Freshfields Bruckhaus Deringer LLP
23.1*	Consent of Freshfields Bruckhaus Deringer LLP (included in Exhibit 5.1)
23.2*	Consent of Ernst & Young LLP
24.1*	Powers of Attorney

* Filed herewith.

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EX-5.1

Exhibit 5.1

Aon plc			LONDON
8 Devonshire Square London			65 Fleet Street London EC4Y 1HS
EC2M 4PL	T	+	44 20 7936 4000
United Kingdom	F	+	44 20 7832 7001
			LDE No 23
	W		freshfields.com
	DOC ID		LON32069096/6
	OUR REF		JGL/AH
	CLIENT MATTER NO.		162366-0002

31 October 2014

Dear Sirs

LEGAL OPINION REGARDING SHARES OF AON PLC

Introduction

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

2.We understand that the Company intends to file, on the date hereof, a registration statement relating to the Aon plc 2011 Incentive Plan (the Plan) on Form S-8 (the Registration Statement) with the Securities and Exchange Commission (the SEC), in connection with the issuance of certain shares under the Plan.  We have been asked to provide an opinion on certain matters, as set out below, in connection with the filing of the Registration Statement.

Documents Reviewed

3.We have examined the following documents:

(a)a copy of the draft Registration Statement;

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

(c)a copy of the Plan.

The documents listed in paragraphs 3(a) to 3(c) above are referred to in this opinion as the Documents.

In this opinion, the Company Search means our search (carried out by us or by ICC Information Ltd. on our behalf on 28 October 2014) of the public documents of the Company kept at Companies House in Cardiff, and the Winding up Enquiry means our oral enquiry on 29 October 2014 of the Central Registry of Winding up Petitions.

Nature of Opinion, and Observations

4.This opinion is confined to matters of English law (including case law) as at the date of this opinion. We express no opinion with regard to any system of law other than the laws

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of England as currently applied by the English courts and, in particular, we express no opinion on European Union law as it affects any jurisdiction other than England and Wales.  In particular:

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

(b)to the extent that the laws of any other jurisdiction may be relevant, we have made no independent investigation of such laws, and our opinion is subject to the effect of such laws; and

(c)we have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in the Documents or any related document are accurate, complete or reasonable, or that no material facts have been omitted therefrom.

Opinion

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

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

(b)Class A Ordinary Shares:

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

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

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Consent to Filing

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

Yours faithfully

/s/ Freshfield Bruckhaus Deringer LLP

Freshfields Bruckhaus Deringer LLP

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SCHEDULE 1

ASSUMPTIONS

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

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

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

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

(d)Company Search: that the information revealed by the Company Search: (i) was accurate in all respects and has not since the time of such searches been altered; and (ii) was complete, and included all relevant information which had been properly submitted to the Registrar of Companies;

(e)Winding up Enquiry: that the information revealed by the Winding up Enquiry was accurate in all respects and has not since the time of such enquiry been altered;

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

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

(h)Allotment of Shares:  that:

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

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

(i)Equity Incentive Plan:  that:

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

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

(iii)insofar as any obligation under the relevant Plan is performed in, or is otherwise subject to, any jurisdiction other than England & Wales, its

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performance is not and will not be illegal or ineffective by virtue of the law of that jurisdiction.

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SCHEDULE 2

QUALIFICATIONS

Our opinion is subject to the following qualifications:

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

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

(ii)an administration order has been made; or

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

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

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

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

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

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

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

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

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Registry, and the making of such order may not have been entered on the records immediately;

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

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

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EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Aon plc (the “Company”) pertaining to the registration of an additional 9,000,000 Class A Ordinary Shares to be issued pursuant to the Aon plc 2011 Incentive Plan of our reports dated February 18, 2014 with respect to the consolidated financial statements of the Company for the year ended December 31, 2013 and the effectiveness of internal control over financial reporting of the Company, each of which is included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2013 that was filed with the Securities and Exchange Commission on February 18, 2014.

/s/ Ernst & Young LLP

Chicago, Illinois
October 31, 2014

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 19, 2014.

/s/ Gregory C. Case 

Gregory C. Case

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 19, 2014.

/s/ Lester B. Knight

Lester B. Knight

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 19, 2014.

/s/ Fulvio Conti

Fulvio Conti

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 19, 2014.

/s/ Cheryl A. Francis

Cheryl A. Francis

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 23, 2014.

/s/ Edgar D. Jannotta

Edgar D. Jannotta

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 19, 2014.

/s/ James W. Leng

James W. Leng

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 19, 2014.

/s/ J. Michael Losh

J. Michael Losh

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 19, 2014.

/s/ Robert S. Morrison

Robert S. Morrison

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of October 6, 2014.

/s/ Richard B. Myers

Richard B. Myers

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 19, 2014.

/s/ Richard C. Notebaert

Richard C. Notebaert

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 19, 2014.

/s/ Gloria Santona

Gloria Santona

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or officer of Aon plc, a public limited company incorporated under the laws of England and Wales (the “Company”), hereby severally constitutes and appoints Gregory C. Case, Christa Davies and Peter M. Lieb, 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”), pertaining to Class A Ordinary Shares of the Company that may be offered and sold pursuant to the Aon plc 2011 Incentive Plan, any and all amendments and supplements thereto or to the prospectus contained therein (including any and 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.

IN WITNESS WHEREOF, the undersigned has signed his or her name effective as of September 19, 2014.

/s/ Carolyn Y. Woo

Carolyn Y. Woo