EXHIBIT 10(d)
AON CORPORATION
OUTSIDE DIRECTORS DEFERRED COMPENSATION'
AGREEMENT
This Deferred Compensation Agreement is entered into by and between Aon
Corporation, a Delaware corporation (the "Company"), and the "Director" named on
the Election Form, which is hereby incorporated as part of this agreement.
WITNESSETH
WHEREAS, the Director is expected to be nominated for election as a
Director of the Company at the next annual meeting of stockholders of the
Company (the "Annual Meeting") and desires, beginning with the date of the
Annual Meeting and for as long as the Director serves in that capacity or until
the Director desires to terminate or amend this agreement, to defer in the
manner hereinafter set forth all or a portion of the fees to which he or she may
become entitled for serving as a Director of the Company, including fees to
which he or she may become entitled for serving as a member of any committee of
the Board of Directors (collectively, "Director's Fees"); and
WHEREAS, the Company is agreeable to such deferrals, subject to the terms
and conditions set forth herein.
NOW THEREFORE, in consideration of the Director's services for the Company
and other good and valuable consideration, the parties hereto agree as follows:
1. DIRECTOR'S FEE DEFERRAL
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The Director hereby irrevocably elects, beginning with the Annual Meeting,
to defer the percent of the Director's Fees to which he or she may become
entitled with respect to his or her services as a Director (or committee
member) as the Director has specified on the Election Form.
1. With respect to a Director's election to defer any portion of
Director's Fees, an account (the "Aon Common Stock Account") will be
credited with such additions as the Director has elected to defer to
such account. For purposes of crediting Director's Fees deferred
amounts shall be assumed to have been invested in Aon Common Stock.
The amount of shares so credited will be determined by dividing the
deferred amount by the fair market value of Aon Common Stock on the
New York Stock Exchange for the day such Director's Fees would have
been payable to the Director had it not been deferred. The "Fair
Market Value" on any day is the average of the highest and lowest
price at which the stock was sold on the New York Stock Exchange
that day. As of the date any dividend is paid to holders of shares
of Aon Common Stock, the Aon Common Stock Account shall be credited
with a number of
additional shares, including fractions thereof, of Aon Common Stock
that could have been purchased, with the amount which would have
been payable as dividends, on such date with regard to the number of
shares, and fractions thereof, credited to the Aon Common Stock
Account, assuming the purchase price per share is equal to the Fair
Market Value as of the payment date.
2. With respect to a Director's election to defer any portion of
Director's Fees, and account (the "Aon General Account") will be
credited with such additions as the Director has elected to defer to
such account. For purposes of computing such addition, deferred
amounts shall be credited as of the day such Director's Fees would
have been payable to the Director had it not been deferred, and such
deferrals shall be credited with interest, compounded semiannually,
at the annual rate determined as of January 1 and July 1 of each
year by averaging the one-year Treasury Xxxx yield as published
monthly by the Federal Reserve Bank of St. Louis on a bank discount
basis through the secondary market for the last six months
immediately prior thereto.
2. PAYMENT OF DEFERRED AMOUNTS
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Amounts in cash equal to the value(s) of the Director's Aon General
Account, as determined above, shall be payable to the Director as
specified on the Election Form. Distributions from the Aon Common Stock
Account may be made in cash, in Aon Common Stock, or in a combination of
cash and Aon Common Stock.
3. BENEFICIARY OF DEFERRED AMOUNTS
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Any amounts payable upon death of the Director pursuant to Section 2 shall
be paid to the beneficiary designated in writing by the Director provided
such writing has been delivered to the Company prior to the Director's
death. If no beneficiary is so designated, payment will be made to the
Director's estate. The Director may change the designated beneficiary by
filing with the Company a new beneficiary designation.
4. MISCELLANEOUS
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1. Nothing contained in this Agreement shall be construed as conferring
upon the Director the right to continue to be associated with the
Company in any capacity.
2. The Company's obligation to make payments of deferred compensation
shall be the general obligation of the Company and such payments
shall be made from the general assets of the Company. The Director's
interests hereunder shall not be assignable and any purported
assignment or transfer shall be void.
3. During the month prior to any annual meeting the Director may change
the percent of fees deferred, the amount in the Aon Common Stock
Account or the amount in the Aon General Account by filing with the
Company a new Election Form.
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4. In the event of recapitalization, stock split, stock dividend,
combination or exchange of shares merger, consolidation, rights
offering, separation, reorganization or liquidation, or any other
change in the corporate structure or shares of the Company, the
Board of Directors of the Company may make such equitable
adjustments to prevent dilution or enlargement of rights, as it may
deem appropriate, in the number and class of shares so credited.
5. This agreement shall be construed in accordance with and governed by
the laws of the State of Illinois.
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