Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) On September 21, 2007, the Board of
Directors (the Board) of Aon Corporation (Aon or the Company) voted to
increase the size of the Board from fourteen Directors to fifteen Directors,
effective January 1, 2008, and to elect Fulvio Conti to serve as a Director of
the Company effective as of January 1, 2008.
The Company has not yet determined the Committees of the Board on which
Mr. Conti will serve.
Since 2005, Mr. Conti has
served as Chief Executive Officer of Enel S.p.A, Italys largest power company. From 1999 to 2005, Mr. Conti served as the
Chief Financial Officer of Enel S.p.A.
Mr. Conti will be entitled to receive compensation in connection with
his service as a non-management Director, including an annual retainer of
$85,000 payable quarterly, an annual grant of deferred stock units with a value
of $85,000 payable at the annual meeting of stockholders, and an additional
grant of deferred stock units with a value of $85,000 on his first day of
service on the Board. Mr. Conti will
also receive a match from Aon Foundation of up to $10,000 of charitable
contributions made to a qualified organization.
In addition, Aon will reimburse Mr. Conti for reasonable travel, lodging
and related expenses in connection with his attendance at Board, committee or
Company business meetings and for other reasonable expenses related to Board
service such as continuing education.