SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FRADIN RUSSELL P

(Last)

(First)

(Middle)

AON CORPORATION - CORPORATE LAW DEPT

200 EAST RANDOLPH STREET, 8TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AON CORP [ AOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO/Chair - Aon Hewitt

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/05/2010

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2010		A		25,057⁽⁴⁾	A	⁽¹⁾	25,057	D
Common Stock	10/01/2010		A		31,335⁽⁴⁾	A	⁽²⁾	56,392	D
Common Stock	10/01/2010		A		45,550⁽⁴⁾	A	⁽³⁾	101,942	D
Common Stock	10/01/2010		A		127,291	A	⁽⁵⁾	229,233	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit Award (Right to Receive)	⁽⁶⁾	10/01/2010		A		50,917		10/01/2012⁽⁷⁾	10/01/2015⁽⁷⁾	Common Stock	50,917	$0	50,917	D
Employee Stock Option (Right to Buy)	$29.15	10/01/2010		A		149,613		⁽⁸⁾	12/03/2017	Common Stock	149,613	⁽⁹⁾	149,613	D
Employee Stock Option (Right to Buy)	$20.44	10/01/2010		A		271,320		⁽⁸⁾	12/01/2018	Common Stock	271,320	⁽⁹⁾	271,320	D
Employee Stock Option (Right to Buy)	$17.65	10/01/2010		A		193,800		⁽⁸⁾	02/15/2015	Common Stock	193,800	⁽⁹⁾	193,800	D
Employee Stock Option (Right to Buy)	$31.99	10/01/2010		A		147,006		⁽⁸⁾	12/01/2019	Common Stock	147,006	⁽⁹⁾	147,006	D
Employee Stock Option (Right to Buy)	$17.65	10/01/2010		A		234,627		⁽⁸⁾	09/05/2016	Common Stock	234,627	⁽⁹⁾	234,627	D

Explanation of Responses:

1. Received pursuant to the Agreement and Plan of Merger, dated as of July 11, 2010, among Aon Corporation ("Aon"), Alps Merger Corp., Alps Merger LLC and Hewitt Associates, Inc. (the "Merger Agreement") in exchange for 42,620 shares of Hewitt common stock held directly. On the effective date of the merger, the closing price of Aon's common stock was $39.28.

2. Received pursuant to the Merger Agreement in exchange for 55,727 shares of Hewitt common stock resulting from the settlement of Hewitt restricted stock units. On the effective date of the merger, the closing price of Aon's common stock was $39.28.

3. Received pursuant to the Merger Agreement in exchange for 79,634 shares of Hewitt common stock resulting from the settlement of Hewitt performance share units. On the effective date of the merger, the closing price of Aon's common stock was $39.28.

4. This amendment is being filed to revise certain information contained in Table 1 of the original filing. The amounts shown in column 4 of rows 1 through 3 of the original filing were then-current estimates based on anticipated tax withholding amounts. The amounts shown in column 4 of rows 1 through 3 of Table 1 have been revised in this amendment to reflect actual tax withholding amounts. In addition, the amounts shown in column 5 of Table 1 have been updated accordingly. These revisions are not the result of any sales or other actions taken by the reporting person.

5. Represents a fully vested restricted stock unit award that will be distributed upon the reporting person's departure from Aon. Received pursuant to the Employment Agreement dated as of September 30, 2010 between Aon Corporation and Russell P. Fradin.

6. The restricted stock unit award will convert to shares of Aon common stock on a 1-for-1 basis.

7. Restricted stock units will vest in accordance with the Aon Stock Incentive Plan as follows: 25% of the shares will vest on each of the second through fifth anniversaries of the date of grant.

8. Represents an option to purchase shares of Hewitt common stock that was converted to an option to purchase shares of Aon common stock pursuant to the Merger Agreement. The option is fully vested and immediately exercisable.

9. Represents a stock option granted pursuant to the Aon Stock Incentive Plan.

	/s/ Jennifer L. Kraft - by Jennifer L. Kraft pursuant to a power of attorney from Russell P. Fradin	11/01/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.