Stock Ownership Guidelines for Nonmanagement Directors

Aon Corporation Stock Ownership Guidelines for Nonmanagement Directors


February 20, 2015

Purpose: The purpose of the Share Ownership Guidelines for Nonmanagement Directors is to align the interests of nonmanagement directors with the long-term interests of shareholders and further promote the commitment of Aon plc (“Aon”) to sound corporate governance.

Ownership Requirement: Each nonmanagement director is expected to hold an investment position in Class A Ordinary Shares of Aon with a market value equal to or greater than five times the annual cash retainer paid to directors.

Measurement: Compliance with these ownership guidelines will be measured on the first trading day of each calendar year, using the annual cash retainer then in effect, and the closing price of the Class A Ordinary Shares of Aon on that day.

Transition Period: There will be a transition period of seven years from the date of joining the Board for nonmanagement directors to achieve the ownership requirement; however, notwithstanding the foregoing, each new nonmanagement director is expected to hold 1,000 shares within the first year of joining the Board or transitioning from a management director to a nonmanagement director. If at any time the annual cash retainer increases, the nonmanagement director will have the greater of the initial seven year transition period or five years from the time of such increase to acquire any additional shares needed to meet these guidelines. Nonmanagement directors will be expected to make steady progress toward meeting the guidelines throughout any transition period.

Holdings Considered: Shares owned outright, including shares owned jointly with a spouse or separately by a spouse and/or children that share the director's household or shares owned through trusts or entities owned and controlled by the director or his or her family will be considered when measuring share ownership.

Effective Date of Policy: July 21, 2006 (as revised July 18, 2008 and further revised September 16, 2010, March 2, 2012 and February 20, 2015).