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AGM 2011

May 20, 2011

Lester B. Knight
Chairman of the Board of Directors, Aon

Morning, everyone.

Speaker 6

Morning.

Lester B. Knight
Chairman of the Board of Directors, Aon

We're glad you're here today. I'm Lester Knight, chairman of Aon's board of directors. At this time, it's my pleasure to welcome all of you to Aon's annual meeting of stockholders and call the meeting to order. There are six items of business on today's agenda: the election of directors, the ratification of the appointment of Ernst & Young LLP as Aon's independent auditors for 2011, an advisory vote on the compensation of the named executive officers as set forth in Aon's proxy statement, an advisory vote on the frequency of holding an advisory vote on executive compensation, the approval of Aon Corporation 2011 Incentive Plan, and finally, the approval of the Aon Corporation 2011 Employee Stock Purchase Plan. There will be an opportunity later in the program for questions.

For those of you who are listening to our meeting this morning via audio webcast, the slides that accompany this presentation can be viewed on Aon's website at www.aon.com. Now it's my pleasure to introduce Jennifer Kraft, the corporate secretary of the company, who will provide the secretary's report. Jennifer?

Jennifer Kraft
Corporate Secretary, Aon

Thank you, Lester. Notice of this annual meeting, together with Aon's proxy statement and annual report, were made available beginning April 8th, 2011, to stockholders of record as of the close of business on March 30th, 2011. Aon has appointed Philip Meyer of Computershare Trust Company as Inspector of Election for the annual meeting. Based on a preliminary report from the Inspector of Election, of the 330,505,341 votes that are eligible to be cast at this meeting, more than 301 million shares, representing more than 91% of the total votes eligible to be cast at the meeting, are represented either in person or by proxy. As a result, I declare that a quorum is present, and we will proceed with the meeting.

A list of the stockholders eligible to vote at this annual meeting, as certified by Computershare, as well as a copy of the minutes of the 2010 annual meeting of stockholders are available at this meeting for inspection. The following individuals have been nominated for election as directors of the company: Lester B. Knight, Gregory C. Case, Fulvio Conti, Cheryl A. Francis, Justin C. Green, Edgar D. Jannotta, Jan Kalff, J. Michael Losh, R. Eden Martin, Andrew J. McKenna, Robert S. Morrison, Richard B. Myers, Richard C. Notebaert, John W. Rogers Jr., Gloria Santona, and Carolyn Y. Woo. There are five additional matters scheduled to be acted upon at this meeting.

In accordance with the recommendation of the board, I move the following proposals for approval: the proposal to ratify the appointment of EY as Aon's independent auditor for the year 2011, the advisory vote on executive compensation, the advisory vote on the frequency of holding an advisory vote on executive compensation, the proposal to approve the 2011 Incentive Plan, and the proposal to approve the 2011 Employee Stock Purchase Plan.

Lester B. Knight
Chairman of the Board of Directors, Aon

Okay. May I now have a second to the nominations for director and the five proposals? Thank you. We'll now conduct the official business of the meeting. It is now 8:35 A.M. Central Time, and I declare the polls open for voting on all matters. Let me spend a moment reviewing the voting procedures. Proxy statements and proxy voting cards were sent to all stockholders prior to the meeting. Those of you who returned proxies prior to this meeting authorized the persons named in the proxy to vote on all proposals coming before the meeting. Similarly, if you granted your proxy over the telephone or internet, you do not need to vote during the meeting. Any stockholder who has not submitted a proxy or who wishes to change his or her vote, please stand, and you will be given a ballot.

Anyone who still has a proxy card should now hand it to the Inspector of Election so it may be counted. Inspector of Election, please collect all the ballots at this time. Okay, seeing that all the ballots are in, I now declare the polls closed. Jennifer, please note the time of closing of the polls for the minutes. Inspector of Election is requested to tabulate the proxy and ballots and report the final voting results to the corporate secretary. It's now my pleasure to introduce the nominated directors. I'd like to ask those who are seated in the first row to stand and turn around, please, to be recognized as I call your name. First, our CEO, Greg Case. Fulvio Conti. Cheryl Francis. Ed Jannotta. Jan Kalff. Mike Losh. Eden Martin. Andy McKenna. Bob Morrison. Dick Myers. Dick Notebaert, John Rogers, Gloria Santona, and Carolyn Woo.

Please join me in thanking the directors for all their time and effort they devote on behalf of Aon and its stockholders. Seated immediately behind the directors are some members of our senior management team. Could you please stand and be recognized? Thank you for all your efforts. We are also joined by representatives of Ernst & Young, and they will be available for questions during the Q&A portion of the meeting. I'd like to ask Jennifer to report on the voting.

Jennifer Kraft
Corporate Secretary, Aon

Following a review of proxies received and tabulated before the start of the meeting, each nominee for election as director received the majority of the votes cast at this meeting, with the number of votes cast for each nominee exceeding the number of votes cast against each nominee. Each of the following proposals, the ratification of the appointment of E&Y as Aon's independent auditor for the year 2011, the advisory vote on executive compensation, the proposal to approve the Aon Corporation 2011 Incentive Plan, and the proposal to approve the Aon Corporation 2011 Employee Stock Purchase Plan, received a majority of the votes present and entitled to vote at this meeting and therefore are approved.

With respect to the proposal to hold an advisory vote on the frequency of holding an advisory vote on executive compensation, the alternative to hold the advisory vote annually has received the greatest number of votes. An advisory vote on executive compensation will be submitted to our stockholders every year. The Inspector of Election will furnish a written report of the final vote count, which will be attached as an exhibit to the minutes of this meeting.

Lester B. Knight
Chairman of the Board of Directors, Aon

Thank you, Jennifer, and thank you to all our stockholders for your support. I'd like to turn the meeting over to Aon CEO, Greg Case.

Greg Case
CEO, Aon

Thank you, Mr. Chairman. I'd like to start off by, on behalf of the global Aon leadership team, thanking our shareholders for being here today and for all of your support. We appreciate it very much. I'd also like to, on behalf of the leadership team, thank the Board of Directors for your input and guidance through the course of the year as we've worked to try to build our firm and support our clients. Thank you very much for that. I want to cover four points before turning the meeting over to Christa Davies, our CFO, to talk about our financial performance. The four points start literally with our global position.

As you think about what we've tried to do as a leadership team over the last few years is really focus on building a position that is addressed toward two of the most important topics we believe in the global economy today. One is around risk, helping clients understand, measure, and mitigate risk in every way we can. One is around people, helping our clients understand their most important people issues around retirement and pensions and health and welfare and talent. Those two topics have really been the focal point of our strategy. In the context of that, we have the two platforms around risk and people. On the risk side, we have Aon Risk Solutions, the single most significant platform in the world of its kind. We're fortunate Aon Risk Solutions touches more companies every day on the topic of risk than virtually any company in the world.

In the context still in risk, on the reinsurance side, we have Aon Benfield, also the single most significant platform of its kind in the world, focusing on more topics around the world every day, driven by our 4,000 colleagues and supported by an analytics team that is truly world-class. On the risk side of this equation, Aon Risk Solutions and Aon Benfield. On the people side of the equation, as you look on the right-hand side of the slide, Aon Hewitt, the single strongest platform in the world of its kind, again, helping our clients focus on the topics of pensions, retirement, health and welfare, and talent. I want our shareholders to understand we're in a very fortunate position today.

The businesses that we have, the platform we have is unique in the world and very well-positioned in the context of what we're trying to do against the topics of risk and people. In addition to that, in addition to the topics of the platform we've got, these two topics of risk and people brings me to my second message, which is it turns out in the global economy today, those two topics are becoming more and more important. On the risk side, there's all the traditional risks that we know and understand around property and casualty and D&O, et cetera, but also all the non-traditional risks, things like global warming and pandemic and identity theft and cyber risk, et cetera. The whole idea, as you think about us addressing risk, is understanding as a shareholder that that topic is becoming bigger in the world today.

Magnitude is going up. The complexity, more intertwined than ever before, is going up, and more people care about risk than ever before. Not only do we have a great platform, we also are against an issue on the risk topic that is highly relevant and becoming more relevant in the global economy. The same is true on the people side when you think about Aon Hewitt and the context of what we're doing there, is consider what's happening as healthcare costs continue to increase. The client pressures are continuing to increase. The pressures on employees around the world continue to increase. The topic of people also becoming more significant and more relevant in the global economy. Aon's got a great platform against these two topics, and these two topics are becoming more and more relevant and more and more critical for our clients every day.

In the context of that, we have a very integrated strategy that we're doing our best to go to market with to try to serve clients in a very distinctive way. That strategy continues to evolve and has evolved over the last number of years. What you see here is a number of things we've been doing in order to serve clients in a very distinctive way. Everything back in the 2005, 2006 timeframe around the revenue engine and Salesforce.com, things that will help us bring together the global world of Aon up to now, if you think about the top right-hand side of the chart, around Aon United. Aon United is very much around bringing the global capability of our firm to our clients in a very local, relevant way. When we do that, we are incredibly well-positioned to serve our clients very effectively.

The platform's in place against two very important topics with an integrated strategy that we're taking to market every day to serve those clients as effectively as we possibly can. The final point I would make is around recognition in the market. We're fortunate not only to have the platform against the two topics with an integrated strategy. We've got some external validation that says we're making progress. We are by no means anywhere near the full potential of where we want to be. Along the journey, we're getting a little bit of validation from external sources sort of saying we're making progress in the context of how we serve clients every day. The four points around the platform, the topics, the integrated strategy, and the recognition we feel like we're making progress against.

Again, we're quite grateful for the support of our shareholders on our journey to serve clients very well, to be a great place for our colleagues to be, and also, of course, to deliver a superior return to our shareholders. In that context, I'd like to turn it over to Christa for further financial review.

Christa Davies
CFO, Aon

Thanks so much, Greg. I just wanted to reinforce how pleased we are to have our shareholders here today and thank you for your support over the last 12 months. I wanted to cover a few highlights of our financials. The first and most important one is the three commitments we make to our shareholders every year, organic revenue growth, margin expansion, and EPS growth. As you can see, over the last five years, we've grown in three of the last five years organically in a very difficult market environment with insurance pricing down 5%-10% real and a global economic recession. On the margin front, we've expanded 410 basis points over the last five years, a very impressive achievement given that very difficult market environment. Most impressively, we've grown EPS 18% CAGR, 18% every year for the last five years. A truly impressive return to shareholders.

We continue to focus on these three key metrics and growing organically, expanding margins, and growing EPS every year. Not every quarter, but every year because we believe the combination will deliver superior returns for shareholders. As we look out over the next five years, we've really set two long-term goals for ourselves in each of our two segments. In our Risk Solutions segment, we set a 25% margin goal, operating margin goal, and in our HR Solutions segment, we set a 20% margin goal. There are five key levers that are going to get us to our 25% margin goal in Risk Solutions. The first three are within our control. They are driving operational improvements, continuing to roll out the revenue engine, and leveraging Aon Broking to get increased yield on every dollar of premium placed.

We do believe that with those three levers in our control, we'll actually get to our 25% margin goal. The next two levers are really outside of our control, but will speed up the timing of achieving the 25% margin goal. They're increase in short-term interest rates, and improvements in the macroeconomy around GDP and insurance pricing. We are absolutely committed to the 25% margin goal in Risk Solutions and believe we've got a good plan in place to get there. On the HR Solutions side, we have a 20% margin goal. Again, we are committed to achieving this goal. There are three key items that are going to put us on path to achieve that goal. The first is the flow-through of the synergies from the Aon Hewitt's integration. That's $355 million of annual savings by 2013.

The second is the improvement in the business, in particular, the BPO improvement of the business. The third is the decrease in intangible asset amortization from 2013 onwards. Those three items we believe will get us to a 20% margin goal long term. We're very committed to these margin goals long term because we believe they'll drive superior returns for shareholders. The last thing I wanted to comment on was how we think about capital allocation and optimizing our cash for shareholders. As we think about allocating capital, you can see that there are five main uses of capital we have, and we use return on invested capital as the metric to allocate capital between these uses of cash.

The highest use of capital today or the highest return on capital today is share buyback, which is why we've invested over $5 billion over the last five years on share buyback. We believe that the firm is substantially undervalued, and it's why we continue to invest in our stock. You've heard all the things Greg described in terms of the growth initiatives and the margin expansion, and that's contributing to a significant undervalue position today, which drives a substantial return for shareholders on our share buyback purchases. With that, I'll turn the meeting back over to Lester.

Lester B. Knight
Chairman of the Board of Directors, Aon

Thank you, Greg and Christa and the whole management team. You've done a terrific job building our firm this past year and creating shareholder value. We're now ready to take any and all questions. Does anybody have anything for myself or Greg or Christa that you'd like to ask or comment on? Mr. Grosser.

Speaker 5

Thank you, Mr. Chairman. First off, I'm glad that we're webcasting. Otherwise, I would have commented why are we meeting at 8:30 in the morning? Allstate Insurance started at 11 o'clock. Since we're webcasting, I got to believe we have a lot of shareholders listening. Earlier in the meeting, you asked officers of the company to stand up. They didn't identify what they do or who they are. If you had them stand up, I think you owe them an apology. If you asked them to stand up, they should have at least told us exactly what they do for the company and the shareholders.

Greg Case
CEO, Aon

Would you like them to let you know what they do?

Speaker 5

I think if we're webcasting, the shareholders who aren't here would like to know how the company is operating. It brings back to mind, sometimes you go to see what the company is doing, actually walk on the floor where people are working, the value to the company, know what the company is all about. You get brought us the topic and share dividends company.

Lester B. Knight
Chairman of the Board of Directors, Aon

We appreciate your interest, and they are a terrific team. Why don't, Peter, just stand up. Thank you.

Speaker 5

Thank you.

Lester B. Knight
Chairman of the Board of Directors, Aon

Thank you very much. Good request. Thank you. Anything else?

Speaker 5

Yes. What is our relationship with Manchester United, the world-renowned soccer football team, that I see the name Aon on the jersey.

Lester B. Knight
Chairman of the Board of Directors, Aon

We're happy to talk about that very exciting program. Actually, I'm going to ask Greg to just say a few comments about it.

Greg Case
CEO, Aon

Sure, Martin. We're quite excited about it. The purpose of Manchester United was very much around linking Aon United. What I described before, when Aon works together around the firm, and we connect our global firm, delivering our global firm to our clients in a very local way, we do incredibly well on behalf of our clients. We have an entire set of initiatives that underpin our strategy to help us do that. One of the areas that we want to do is create global connectivity around the world. We were looking for platforms that would actually help us do that. Obviously, a lot we're doing internal to the firm to do that, formal processes we have in place to connect the firm. We're looking for some external platforms that would create global connectivity.

I must tell you that Manchester United turns out to be the strongest global platform in the world of its kind. In the number one sport in the world, Manchester United is the leader in that sport. When you actually look at the facts, we have a U.S.-based firm that actually picked a U.K. platform, Manchester United, not because of its U.K. presence, but because of its global connectivity. If you think about brand recall in Asia, in China, for example, 80%, 90%, in Latin America, 80%, 90%, across Europe, 80%, 90%, 100% in the U.K. 330 million fans, more fans than every man, woman, and child in the U.S., as an example. It's truly the most extraordinary platform in the world to create global connectivity.

In fact, in our first year of a four-year partnership, it's dramatically exceeded our expectations in the context of doing that.

Speaker 5

I also say it's controlled by Americans, Malcolm Glazer from Palm Beach, Florida.

Greg Case
CEO, Aon

You know it well. Manchester United is owned by a family, the Glazers, who own a couple of sports teams. There are a couple of folks in the U.K. who think about control in a different way than ownership, but absolutely understand where you're coming from.

Speaker 5

Thank you very much.

Lester B. Knight
Chairman of the Board of Directors, Aon

Thank you very much for being here. Anybody else have anything? It's my pleasure then to say thank you for being here. Thank you for the ratification of our proposals. I'd like to have a motion to adjourn the meeting.

Speaker 6

Moved.

Lester B. Knight
Chairman of the Board of Directors, Aon

At this point, I declare the meeting closed. Thank you.