Aon Corporation Audit Committee Charter

March 2008

I.  Purpose

The Audit Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of Aon Corporation (the “Company”).

The purpose of the Committee is to assist the Board of Directors in its oversight of: (i) the integrity of the Company’s financial statements and financial reporting process; (ii) the Company’s compliance with legal and regulatory requirements and ethics programs established by management and the Board; (iii) the engagement of the independent auditor, and its qualifications, independence and performance; and (iv) the performance of the Company’s internal audit function.  The Committee shall also prepare the report of the Committee required to be included in the Company’s annual proxy statement.  In doing so, it is the responsibility of the Committee to maintain free and open communication among the Committee, the independent auditor, the internal auditors and management of the Company.

The oversight responsibility of the Committee shall not extend to planning or conducting audits, or to any determination that the Company’s financial statements and disclosures are complete and accurate or in accordance with generally accepted accounting principles and applicable rules and regulations.  These are the responsibilities of management and the independent auditor.

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”), including the requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In addition, all Committee members shall be financially literate, and at least one Committee member shallquality as an “audit committee financial expert,” as such term is defined by the Securities and Exchange Commission.  The Board may remove any member from the Committee at any time.
   
   
2. Meetings.The Committee shall meet at least four (4) times per year, and at such other times as it deems necessary to fulfill its responsibilities.  The Committee shall meet separately, periodically, with management, the internal auditors (or other personnel responsible for the internal audit function) and the independent auditor.
   
   
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, at the Company’s expense, such outside advisors, including legal counsel or other experts, as it deems appropriate, and to approve the fees and expenses of such advisors.  In discharging its oversight role, the Committee shall have full access to all books, records, facilities and personnel of the Company.
   
   
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 full Board on the Committee’s activities, findings and recommendations, including the results of the Committee’s annual 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 Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances.  The Committee should take the appropriate actions to set the overall “tone” for quality financial reporting, sound business practices and ethical behavior.

The following shall be the principal recurring processes of the Committee in carrying out its oversight responsibilities.  The processes are set forth as a guide with the understanding that the Committee may supplement them as appropriate.

1. Engagement of Independent Auditors.  The Committee shall be responsible for the appointment, retention, termination, compensation and oversight of the Company’s independent auditor.  The Committee shall also be responsible for the resolution of disagreements between management and the independent auditor regarding financial reporting.  The Committee shall have a clear understanding with management and the independent auditor that the independent auditor is ultimately accountable to the Board and the Committee, as representatives of the Company’s shareholders.
   
   
2. Pre-Approval of Audit and Non-Audit Services.  The Committee shall preapprove all auditing and non-audit services to be provided to the Company by the independent auditor, subject to any exceptions provided in the Exchange Act.  The Committee may delegate to one or more of its members the authority to grant such preapprovals, provided that any such decision of such member or members must be presented to the full Committee at its next scheduled meeting.
   
   
3. Report of Independent Auditor.  The Committee shall, at least annually, obtain and review a report by the independent auditor describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm or by any inquiry or investigation by governmental or professional authorities within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the auditor’s independence) all relationships between the independent auditor and the Company.
   
   
4. Evaluation of Independent Auditor.  After reviewing the foregoing report and the performance of the independent auditor throughout the year, the Committee shall evaluate the independent auditor’s qualifications, including a review and evaluation of the lead partner of the firm assigned to the Company’s audit.  The Committee shall consider whether in addition to assuring the regular rotation of the lead audit partner, the Committee should further consider whether there should be regular rotation of  the audit firm itself.  The Committee shall present its conclusions with respect to the independent auditor to the full Board.
   
   
5. Review of Certain Matters with Independent Auditor.  The Committee shall review with the independent auditor any audit problems or difficulties and management’s response, including any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management.  The Committee shall review with the independent auditor (a) any accounting adjustments that were noted or proposed by the independent auditor, (b) any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement and (c) any “management” or “internal control” letter issued by the independent auditor.  The review shall include a discussion of the responsibilities, budget and staffing of the Company’s internal audit function.
   
   
6. Employment of Current or Former Audit Staff.  The Committee shall set and review periodically clear hiring policies for employees or former employees of the independent auditor.  Advance approval by the Committee, or Committee chair acting on behalf of the Committee, shall be required prior to the hiring of any partner or senior manager from the independent auditor who has worked on the Company’s account during the past three years.
   
   
7. Certification Process.  The Committee shall review disclosures made to the Committee by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process for the Form 10-K and Form 10-Q.
   
   
8. Review of Financial Statements and Disclosure.  The Committee shall meet to review and discuss with management and the independent auditor the annual audited financial statements and quarterly financial statements, including reviewing the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  This review should include a discussion of the judgments of management and the independent auditor about the quality, not just acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.  As part of this review and discussion, the Committee shall consider the results of the annual audit and any other matters required to be communicated to the Committee by the independent auditor under auditing standards generally accepted in the United States.
   
   
9. Review of Specific Financial Matters.  The Committee shall review: (a) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy and effectiveness of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on financial statements; (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures on the financial statements of the Company; and (d) earnings press releases (paying particular attention to any use of “pro forma,” or “adjusted” non-GAAP, information), as well as financial information and earnings guidance provided to analysts and rating agencies.
   
   
10. Whistleblowing Procedures. The Committee shall establish and review periodically with management and internal audit procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.  The Committee shall review periodically with management and internal audit any significant complaints received.
    
    
11. Risk Management.  The Committee shall discuss guidelines and policies with respect to risk assessment and risk management.  The Committee shall discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.
    
    
12. Internal Audit Executive.  Advance approval by the Committee, or Committee Chair acting on behalf of the Committee, shall be required prior to the appointment, reassignment or dismissal of the senior internal audit executive.
    
    
13. 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.
    
    

Approved by the Audit Committee – March 13, 2008

Approved by the Board of Directors – March 14, 2008