AON CORP (Form: 8-K, Received: 02/17/2010 06:04:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): February 11, 2010

Aon Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		1-7933		36-3051915
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 East Randolph Street, Chicago, Illinois		60601
(Address of Principal Executive Offices)		(Zip Code)

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

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

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

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

Effective as of February 11, 2010, Aon Corporation (“Aon”) and its subsidiaries and affiliates entered into an amended and restated agreement (the “Amended Settlement Agreement”) with the Attorney General of the State of New York, the Attorney General of the State of Illinois, the Attorney General of the State of Connecticut, the Director of the Division of Insurance, Illinois Department of Financial and Professional Regulation (now known as the Illinois Department of Insurance) and the Superintendent of Insurance of the State of New York (the “State Agencies”).

The Amended Settlement Agreement supersedes and replaces the agreement dated March 4, 2005, as amended from time to time (the “Original Settlement Agreement”), among Aon and its subsidiaries and affiliates and the Attorney General of the State of New York, the Superintendent of Insurance of the State of New York, the Attorney General of the State of Connecticut, the Illinois Attorney General, and the Director of the Division of Insurance, Illinois Department of Financial and Professional Regulation, including, without limitation, the provisions contained in Section B, paragraph 10, which prohibited Aon from directly or indirectly accepting from or requesting of any insurer any contingent compensation.

The Amended Settlement Agreement requires Aon to provide, in New York and each of the other 49 states of the United States, the District of Columbia, and U.S. territories, compensation disclosure that complies, at a minimum, with the requirements of 11 NYCRR 30 (Regulation No. 194), as may be amended from time to time, or the provisions of the Original Settlement Agreement, as existed prior to the adoption of the Amended Settlement Agreement. In addition, Aon is required to provide compensation disclosure that complies with any rules, regulations or guidance promulgated or issued by the attorneys general or insurance departments within the States of Illinois or Connecticut and any other states in which Aon conducts business.

In addition, under the Amended Settlement Agreement Aon agrees to: (i) maintain its compliance programs and continue to provide appropriate training to relevant employees in business ethics, professional obligations, conflicts of interest and antitrust and trade practices compliance; and (ii) refrain from engaging in certain prohibited activities.

Notwithstanding the Amended Settlement Agreement, Aon remains bound by: (i) the Settlement Agreement entered into on or about May 21, 2008 by and between the Florida Department of Financial Services, the Florida Department of Legal Affairs, Office of the Attorney General, the Florida Office of Insurance Regulation, and Aon; and (ii) the Agreement entered into on or about May 3, 2006 by and between certain insurance regulator members of the National Association of Insurance Commissioners of 29 states, the District of Columbia and Guam and Aon, both of which prohibit Aon from directly or indirectly accepting from or requesting of any insurer contingent compensation , and impose certain business reforms.

The foregoing summary of the Amended Settlement Agreement contained in this Item 1.01 is qualified in its entirety by reference to the terms and provisions of the Amended Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

Effective as of February 11, 2010, Aon and its subsidiaries and affiliates and the State Agencies entered into the Amended Settlement Agreement, which supersedes and replaces the Original Settlement Agreement.

The summary of the Amended Settlement Agreement is contained in Item 1.01 of this Current Report on Form 8-K, and such summary is qualified in its entirety by reference to the terms and provisions of the Amended Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 8.01 Other Events

On February 16, 2010, Aon issued a press release announcing the execution of the Amended Settlement Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)—(c) Not applicable.

(d) Exhibits:

Exhibit Number		Description of Exhibit

10.1		Amended and Restated Agreement among the Attorney General of the State of New York, the Superintendent of Insurance of the State of New York, the Attorney General of the State of Connecticut, the Illinois Attorney General, the Director of the Illinois Department of Insurance, and Aon Corporation and its subsidiaries and affiliates effective as of February 11, 2010.

99.1		Press Release issued by Aon on February 16, 2010.

SIGNATURES

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

	Aon CORPORATION


	By:	/s/ Gregory C. Case
		Gregory C. Case
		President and Chief Executive Officer

Date: February 16, 2010

EXHIBIT INDEX

Exhibit Number		Description of Exhibit

10.1		Amended and Restated Agreement among the Attorney General of the State of New York, the Superintendent of Insurance of the State of New York, the Attorney General of the State of Connecticut, the Illinois Attorney General, the Director of the Illinois Department of Insurance, and Aon Corporation and its subsidiaries and affiliates effective as of February 11, 2010.

99.1		Press Release issued by Aon on February 16, 2010.

Exhibit 10.1

Amended and Restated Agreement Between the Attorney General of the State of New York, the Attorney General of the State of Illinois, the Attorney General of the State of Connecticut, the Director of the Division of Insurance, Illinois Department, of Financial and Professional Regulation (now known as the Illinois Department of insurance), the Superintendent of Insurance of the State of New York, and Aon Corporation and its Subsidiaries and Affiliates

(collectively, “Aon”)

WHEREAS, Aon entered into a Settlement Agreement with the Attorneys General of the State of New York, Illinois and Connecticut, the Director of the Division of Insurance (“Director”), Illinois Department of Financial and Professional Regulation (now known as the Illinois Department of Insurance), and the Superintendent of Insurance of the State of New York (“Superintendent”) dated March 4, 2005, as amended from time to time (“Settlement Agreement”); and

WHEREAS, the Attorney General of the State of New York and the Superintendent of Insurance of the State of New York conducted public hearings in July 2008 on the subject of insurance producer compensation and disclosure practices; and

WHEREAS, 11 NYCRR 30 (Regulation No. 194) was adopted on February 10, 2010; and

WHEREAS, the Attorneys General, the Director and the Superintendent have concluded that Aon has substantially met its obligations under the Settlement Agreement, as determined by an independent examiner;

NOW, THEREFORE, the parties hereby agree that, effective as of February 11, 2010, the Settlement Agreement shall be amended and restated as follows:

1. Compensation Disclosure to Insurance Purchasers : In New York, and each of the other 49 states of the United States, the District of Columbia, and U. S. territories, Aon shall provide compensation disclosure that will, at a minimum, comply with the terms of Regulation No. 194, as may be amended from time to time, or the provisions of the Settlement Agreement, as existed prior to the adoption of this Amended and Restated Agreement. In addition, Aon shall provide compensation disclosure that complies with any rules, regulations or guidance promulgated or issued by the attorneys general or insurance departments within the States of Illinois or Connecticut and any other states in which Aon conducts business.

2. Compliance Programs and Training : Aon shall maintain its compliance programs and continue to provide appropriate training to relevant employees in business ethics, professional obligations, conflicts of interest and antitrust and trade practices compliance.

3. Prohibition on Reinsurance Brokerage “Leveraging” : In placing, renewing, consulting on or servicing any insurance policy, Aon shall not directly or indirectly

accept from or request of any insurer any promise or commitment to use any of Aon’s brokerage, agency, producing or consulting services, including reinsurance brokerage, agency or producing services, in exchange for production of business to such insurer.

4. Prohibition of Inappropriate Use of Wholesalers : In placing, renewing, consulting on or servicing any insurance policy, Aon shall not directly or indirectly knowingly place, renew, consult on or service a client’s insurance business through a wholesale broker in a manner that is contrary to the client’s best interests.

5. The Attorneys General of the States of New York, Illinois, and Connecticut, the Director, and the Superintendent reserve the right to take action to enforce this Amended and Restated Agreement. If compliance with any aspect of this Amended and Restated Agreement proves impracticable, Aon reserves the right to request that the parties modify it accordingly.

6. This Amended and Restated Agreement shall be governed by the laws of the State of New York without regard to conflict of laws principles, except that with respect to enforcement actions taken by the Connecticut Attorney General, the actions will be governed by the laws of the State of Connecticut without regard to conflict of laws principles and except that with respect to enforcement actions taken by the Illinois Attorney General, the actions will be governed by the laws of the State of Illinois without regard to conflict of laws principles.

7. This Amended and Restated Agreement supersedes and replaces the Settlement Agreement and all prior agreements, arrangements, commitments and understandings, whether written or oral, with respect to the subject matter hereof, and constitutes the entire agreement of the parties.

8. This Amended and Restated Agreement may be executed in counterparts, including via facsimile.

WHEREFORE, the following signatures are affixed hereto on the date first above written.

PEOPLE OF THE STATE		NEW YORK STATE
OF NEW YORK		INSURANCE DEPARTMENT


BY:	/s/ Michael Berlin	BY:	/s/ James J. Wrynn
	Michael Berlin		James J. Wrynn
	Deputy Attorney General for		Superintendent of Insurance
	Economic Justice		25 Beaver Street
	120 Broadway, 25 th Floor		New York, NY 10004
	New York, NY 10271

PEOPLE OF THE STATE		PEOPLE OF THE STATE
OF CONNECTICUT		OF ILLINOIS


BY:	/s/ Richard Blumenthal	BY:	/s/ Brent D. Stratton
	Richard Blumenthal		Brent D. Stratton
	Attorney General of the		Assistant Chief Deputy
	State of Connecticut		Attorney General for the
			State of Illinois

ILLINOIS DEPARTMENT OF INSURANCE		AON CORPORATION


BY:	/s/ Michael T. McRaith	BY:	/s/ Peter Lieb
	Michael T. McRaith		Peter Lieb
	Director		Executive Vice President
			General Counsel

Exhibit 99.1

News from Aon

Media Contact

David Prosperi

312-381-2485

david_prosperi@aon.com

For Immediate Release

Aon Reaches Amended and Restated Agreement with Three States on Compensation Business Practices

Firm Reiterates Commitment to Consistent Industry Process and Transparency Started Five Years Ago

CHICAGO (FEBRUARY 16, 2010) — Aon Corporation, the leading global provider of risk management and human capital consulting, today announced that it has reached an amended and restated agreement on the issue of compensation business practices with the Attorney General of the State of New York, the Superintendent of Insurance of the State of New York, the Attorney General of the State of Connecticut, the Illinois Attorney General and the Director of the Illinois Department of Insurance.

Under the agreement, Aon is required to provide, in New York and the other 49 states, compensation disclosure to purchasers of insurance contracts that complies at a minimum with New York State Insurance Department regulations and also with the laws of Illinois, Connecticut and the remaining states.

“Aon very much appreciates the moves made toward consistent business practices for all brokers. However, our overriding consideration is to act in the best interests of our clients at all times. Aon will continue to lead the industry in terms of delivering value to our clients, including helping our clients fully understand what we do, how we do it and how we get compensated,” said Greg Case, president and chief executive officer of Aon.

“We strongly believe that it is in the best interests of clients that state regulators use their authority to require clear and consistent disclosure of the compensation of brokers and agents, and Aon will continue to take the lead on this important issue,” continued Case.

Aon also will continue to maintain appropriate compliance and training programs to relevant employees in business conduct, conflicts of interest and antitrust compliance. Aon remains bound by the settlement agreements it has with the State of Florida and the National Association of Insurance Commissioners.

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About Aon

Aon Corporation (NYSE: AON) is the leading global provider of risk management services, insurance and reinsurance brokerage, and human capital consulting. Through its more than 36,000 colleagues worldwide, Aon readily delivers distinctive client value via innovative and effective risk management and workforce productivity solutions. Aon’s industry-leading global resources and technical expertise are delivered locally through more than 500 offices in more than 120 countries. Named the world’s best broker by Euromoney magazine’s 2008 and 2009 Insurance Survey, Aon also ranked highest on Business Insurance’s listing of the world’s largest insurance brokers based on commercial retail, wholesale, reinsurance and personal lines brokerage revenues in 2008 and 2009. A.M. Best deemed Aon the number one insurance broker based on brokerage revenues in 2007, 2008, and 2009, and Aon was voted best insurance intermediary, best reinsurance intermediary and best employee benefits consulting firm in 2007, 2008 and 2009 by the readers of Business Insurance. For more information on Aon, log onto http://www.aon.com.

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