Aon plc — Director's Dealing 2013

Feb 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aon plc (AON)
CIK: 0000315293
Period of Report: 2013-02-14

Reporting Person: O'Connor Michael J (ARS - COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-14	Class A Ordinary Shares	A	31591	—	Acquired	82374	Direct
2013-02-14	Class A Ordinary Shares	F	12385	$57.30	Disposed	69989	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-14	Restricted Stock Unit (Right to Receive)	$	A	4581	Acquired	2016-02-14	Class A Ordinary Shares (4581)	Direct

Footnotes

F1: Represents Class A Ordinary Shares issued upon the settlement of performance share units originally granted approximately three years ago under the fifth cycle of the Leadership Performance Program ("LPP5") on March 9, 2010. The number of shares issued was determined by the Organization and Compensation Committee of Aon's Board of Directors on February 14, 2013 based upon Aon's performance relative to a cumulative adjusted three year earnings per share target for the period beginning January 1, 2010 and ending December 31, 2012. In accordance with the terms of LPP5, and the achievement of specified growth targets under LPP5, settlement occurred at 87% of the original target value. The terms of LPP5 are more fully described in a Current Report on Form 8-K filed with the SEC on March 12, 2010, and in the plan document filed as Exhibit 10.3 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 4, 2010.

F2: Shares withheld by the issuer for the payment of withholding taxes in connection with the vesting of a performance share unit award.

F3: The restricted stock unit award converts to Class A Ordinary Shares on a 1-for-1 basis. In accordance with U.K. law, the reporting person agreed to pay the issuer the nominal value of US$0.01 per share issued to the reporting person.

F4: The restricted stock unit award will vest in accordance with the terms of the Aon Stock Incentive Plan as follows: 33 1/3% of the awards will vest on each of the first through third anniversaries of the date of grant.