Aon Corporation Governance/Nominating Committee Charter

September 2002


Committee's Purpose
The Governance/Nominating Committee ("Committee") is appointed by the Board of Directors of Aon Corporation ("Board"), in consultation with the Chairman/CEO, to (a) identify and make recommendations to the Board on individuals qualified to serve as Board members of Aon Corporation ("Company"); (b) develop and recommend to the Board a set of Governance Guidelines applicable to the Company; (c) take a leadership role in shaping the corporate governance of the Company; (d) review and recommend the renomination of incumbent directors; (e) review and recommend committee appointments; (f) lead the Board in its annual review of the Board's performance; and (g) perform other related tasks, such as studying the size, committee structure, or meeting frequency of the Board.

Committee Membership
All members of the Governance/Nominating Committee shall meet the "independence" requirements of the New York Stock Exchange ("NYSE"). The members of the Committee shall be appointed by the Board of Directors in consultation with the Chairman/CEO.

Committee Chairman
The Chairman of the Governance/Nominating Committee shall (a) chair all meetings of the Committee; (b) chair meetings of nonemployee directors;(c) coordinate an annual performance evaluation of the Board; and (d) perform such other activities as from time to time are requested by the other directors or as circumstances indicate.

Committee's Goals and Responsibilities

1.       The Committee shall establish the Board's criteria for selecting new directors.

2.       The Committee shall provide oversight of the evaluation of the Board and management.

3.       The Committee shall provide an annual performance evaluation of the Committee.

4.       The Committee shall make regular reports to the Board.

5.       The Committee shall review Committee member qualifications, appointment and removal and Committee structure and operations (including authority to delegate to subcommittees).

6.       The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms.

7.       The Committee shall lead the Board in its annual performance evaluation, including, soliciting comments from all directors, preparing a report to the Board with an assessment of the performance of the Board and making recommendations for improvements of the Board's operations.

8.       The Committee shall lead the Board in its annual review of the skills and characteristics of individual Board members as well as the composition of the Board as a whole, including assessments of independence of nonmanagement directors, and shall take action to effect changes in incumbent directors if deemed appropriate.

9.       The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval