DIRECTOR'S FEE DEFERRAL Clause Samples

DIRECTOR'S FEE DEFERRAL. 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 Bill yield as published monthly by the Federal Reserve ▇▇▇▇ of St. Louis on a bank discount basis through the secondary market for the last six months immediately prior thereto.