Compliance Committee Charter

May 2009

I. Purpose 

The Compliance Committee (the "Committee") is a standing subcommittee of the Audit Committee (the "Audit Committee") of the Board of Directors (the "Board") of Aon Corporation (the "Company"), which has general oversight responsibility for the Company's legal, regulatory and ethics policies and programs. The purpose of the Committee is to: (i) oversee the Company's implementation of compliance policies, programs and procedures that are designed to be responsive to the various compliance and regulatory risks facing the Company; (ii) monitor the Company's efforts to implement legal obligations arising from the 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 Division of Insurance, Illinois Department of Financial and Professional Regulation, and the Company and its subsidiaries and affiliates and other related settlement agreements (the "Regulatory Settlement Agreement"); (iii) assist the Audit Committee in fulfilling its oversight responsibility for the Company's legal regulatory and ethics policies and programs; and (iv) perform any other duties as are directed by the Board or the Audit Committee.

The oversight responsibility of the Committee shall not extend to planning or conducting audits, to conducting investigations, or to assuring compliance with relevant laws, the Company's Code of Business Conduct, or other relevant standards, including those imposed by settlement agreements, including without limitation, the Regulatory Settlement Agreement. These are the responsibilities of management.

II. Membership, Structure and Organization 

1.  Members. The membership of the Committee shall be determined by the Board of Directors and shall consist of three (3) or more Directors who are not members of management. The Board shall also appoint a Committee Chairperson. All of the members of the Committee shall meet the independence requirements of the New York Stock Exchange (the "NYSE") and any other applicable regulations. The Board may remove any member from the Committee at any time.
2.  Meetings. The Committee shall meet as frequently as it determines, but not less than four (4) times per year. Meetings of the Committee may be held telephonically. The Committee may elect to meet from time to time in executive session at its discretion.
3.  Delegation of Authority. To the extent permitted by applicable law and the listing standards of the NYSE, the Committee may establish subcommittees consisting of one or more members, other directors and management to carry out such duties as the Committee may delegate.
4.  Resources. The Committee has the authority to retain such outside advisors, including legal counsel or other experts, as it deems appropriate, and to approve the fees and expenses of such advisors.
5.  Charter. The Committee shall annually review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.
6.  Agenda, Minutes and Reports. The Chairperson of the Committee shall be responsible for setting the agendas for meetings. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practicable, be communicated to members sufficiently in advance of each meeting to permit meaningful review. The Chairperson of the Committee will report regularly to the Audit Committee, as well as the full Board, on the Committee's activities, findings and recommendations, including the results of the Committee evaluation. The report to the Board may take the form of an oral report by the Chairperson or by any other member of the Committee designated by the Chairperson to make such report. The Corporate Secretary shall assist the Committee in maintaining minutes or other records of meetings and activities.

III. Responsibilities The responsibilities of the Compliance Committee shall include the following:

1.  Compliance Matters Generally. Acknowledging that the Audit Committee shall have sole oversight over matters of financial compliance (including auditing, financial reporting, and disclosures to investors), the Committee shall have oversight responsibility for matters of non-financial compliance, including the Company's overall compliance policies, programs and procedures; significant legal or regulatory compliance exposure; and material reports or inquiries from government or regulatory agencies.
2.  Compliance Policies, Programs and Procedures. The Committee shall oversee the Company's compliance efforts with respect to relevant Company policies, the Company's Code of Business Conduct, and other relevant laws and regulations. The Committee shall monitor the Company's efforts to implement compliance policies, programs and procedures that are designed to be: responsive to the various compliance and regulatory risks facing the Company; communicated in an effective manner to the Company's employees; and developed to support lawful and ethical business conduct by the Company's employees. The Committee shall also monitor the Company's efforts to implement legal obligations arising from settlement agreements and other similar documents or orders, and shall review and issue any reports required by settlement agreements or other relevant legal obligations.
3.  Investigations. The Committee shall investigate or cause to be investigated any significant instances of noncompliance, or potential compliance violations that are reported to the Committee; provided, however, that matters related to financial noncompliance or potential financial compliance violations shall be directed to the Audit Committee for investigation.
4.  Compliance Risk Assessment Plan. The Committee shall regularly review the Company's compliance risk assessment plan.
5.  Review of Complaints. The Committee shall review complaints received from internal and external sources, including the ethics helpline, regarding matters other than financial matters which shall be handled by the Audit Committee.
6.  Regulatory Settlement Agreement, Compliance with Standards of Conduct and Certain Compensation Matters. The Committee shall review and issue reports required by the Regulatory Settlement Agreement, which includes preparing a quarterly report to the Board of Directors and assisting the Board in filing the required annual report. The Committee shall monitor the Company's compliance with standards of conduct regarding compensation from insurers. The Committee shall review complaints received from internal and external sources, including the employee helpline, regarding the compensation the Company receives from insurers.
7.  Committee Evaluation. The Committee shall perform an annual review of its performance, including a review of compliance with this charter. The Committee shall conduct such evaluation and review in such manner as it deems appropriate and report the results of the evaluation to the Board.
8.  Other Duties. The Committee shall also carry out such other duties as may be delegated to it by the Board from time to time.

To be presented for approval to the Compliance Committee on May 15, 2009 

To be presented for approval to the Board of Directors on May 15, 2009