Edgar Filing: Besio Gregory J

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Besio Gregory J

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)
EVP/CAO

(Last)

(First)

(Middle)

C/O AON CORPORATE LAW DEPT, 200 EAST RANDOLPH STREET, 8TH FL

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2011

(Street)

CHICAGO, IL 60601

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	05/23/2011		S		7,500	D	$ 51.498 ⁽¹⁾	43,807 ⁽⁵⁾	D
Common Stock	05/23/2011		M		13,468	A	$ 38.93	57,275 ⁽⁵⁾	D
Common Stock	05/23/2011		S		13,468	D	$ 51.5	43,807 ⁽⁵⁾	D
Common Stock	05/23/2011		M		7,083	A	$ 38.93	50,890 ⁽⁵⁾	D
Common Stock	05/23/2011		M		17,186	A	$ 43.64	68,076 ⁽⁵⁾	D
Common Stock	05/23/2011		S		17,186	D	$ 51.586 ⁽²⁾	50,890 ⁽⁵⁾	D
Common Stock	05/23/2011		M		22,000	A	$ 40.91	72,890 ⁽⁵⁾	D
Common Stock	05/23/2011		S		22,000	D	$ 51.504 ⁽⁶⁾	50,890 ⁽⁵⁾	D
Common Stock								6,597	I	Through Aon Savings Plan and Supplemental Savings Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 43.64

05/23/2011

17,186

⁽³⁾

05/17/2013

Common Stock

17,186

⁽⁴⁾

Employee Stock Option (Right to Buy)

$ 38.93

05/23/2011

7,083

⁽⁷⁾

03/19/2015

Common Stock

7,083

⁽⁴⁾

10,274

Employee Stock Option (Right to Buy)

$ 40.91

05/23/2011

22,000

⁽⁸⁾

03/13/2014

Common Stock

22,000

⁽⁴⁾

Employee Stock Option (Right to Buy)

$ 38.93

05/23/2011

13,468

⁽⁹⁾

03/19/2015

Common Stock

13,468

⁽⁴⁾

17,357

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Besio Gregory J C/O AON CORPORATE LAW DEPT 200 EAST RANDOLPH STREET, 8TH FL CHICAGO, IL 60601			EVP/CAO

Signatures

/s/ Jennifer L. Kraft - by Jennifer L. Kraft pursuant to a power of attorney from Gregory J. Besio		05/25/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $51.49 to $51.52, inclusive. The reporting person undertakes to provide to Aon Corporation, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(2)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $51.54 to $51.63, inclusive. The reporting person undertakes to provide to Aon Corporation, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3)	Vesting of the options occurred in accordance with the terms of the Aon Stock Incentive Plan as follows: one-third of the options vested on each of the first through third anniversaries of the date of grant. The date of grant was May 17, 2007.
(4)	Stock option granted pursuant to the Aon Stock Incentive Plan.
(5)	Includes 151 shares held pursuant to the Aon employee stock purchase plan, and shares acquired pursuant to dividend reinvestment.
(6)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $51.50 to $51.54, inclusive. The reporting person undertakes to provide to Aon Corporation, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(7)	Vesting of the options occurred in accordance with the terms of the Aon Stock Incentive Plan as follows: one-third of the options vested on each of the first through third anniversaries of the date of grant. The date of grant was March 19, 2009.
(8)	Vesting of the options occurred in accordance with the terms of the Aon Stock Incentive Plan as follows: one-third of the options vested on each of the first through third anniversaries of the date of grant. The date of grant was March 13, 2008.
(9)	Vesting of the options occurred in accordance with the terms of the Aon Stock Incentive Plan as follows: one-third of the options vested on each of the first through third anniversaries of the date of grant. The date of grant was March 19, 2009.

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