Exhibit 10(b)

                                 FIRST AMENDMENT
                           TO THE AON STOCK AWARD PLAN
                      AS AMENDED AND RESTATED THROUGH 1997


      THIS FIRST  AMENDMENT  ("First  Amendment") TO THE AON STOCK AWARD PLAN AS
AMENDED AND RESTATED  THROUGH  1997 (the "Plan") is hereby made  effective as of
the 19th day of March, 1999.


                                 R E C I T A L S


      WHEREAS,  the  Company  deems it in the best  interests  of the Company to
amend certain provisions of the Plan to clarify existing policies, practices and
procedures.

      NOW, THEREFORE, the Plan is hereby amended as follows:

1.    All references in the Plan to "paragraph"  when used in conjunction with a
      specific  paragraph  number,  e.g.,  "paragraph"  7,  shall be  changed to
      "Section."

2.    Section 2 of the Plan is hereby amended by deleting the second,  third and
      fourth sentences and inserting the following:

            "Since the  adoption  of the Plan in 1987,  after  giving  effect to
            subsequent  additions approved by shareholders and stock splits, the
            aggregate  number  of shares  of  Common  Stock  which may be issued
            pursuant  to  Awards  under  the  Plan  shall  be  12,900,000.   The
            administration of the Plan, agreements relating to Awards, including
            but not limited to agreements  governing unfair competition,  forms,
            practices,  procedures,  all questions involving the eligibility for
            Awards,  interpretations  of  the  provisions  of the  Plan,  or the
            operation of the Plan shall be decided by the Committee."

3.    Section 4 of the Plan is hereby amended by deleting the fourth sentence of
      the second paragraph and substituting the following:

            "The  Participant does not have the right to vote any shares subject
            to an Award or receive  dividends  on such shares  prior to the time
            they are vested."

4.    Section 6 is hereby amended by deleting the second paragraph and inserting
      the following: 
            
            "The  Committee  may, in its discretion and subject to such rules as
            it may adopt,



            permit or, in the absence of the receipt of payment therefore within
            prescribed time periods, require Participant to pay all or a portion
            of such  taxes  arising  in connection  with  vesting of an Award by
            electing  to have the  Corporation  withhold  shares of Common Stock
            otherwise  issuable  having  a Fair Market Value equal to all or any
            portion of such tax to be satisfied in this manner."

5.    Section 13 is hereby amended by adding the following:

            "To the extent any  shares of Common  Stock  covered by an Award are
            not delivered to a Participant or beneficiary  because the Award was
            forfeited  or  canceled,  or the  shares  of  Common  Stock  are not
            delivered  because the Award or exercise of the option is settled in
            cash or used to satisfy the applicable tax  withholding  obligation,
            such shares shall not be deemed to have been  delivered for purposes
            of  determining  the  maximum  number  of  shares  of  Common  Stock
            available for delivery under the Plan."

6.    The text of Section 15 is hereby deleted and the following inserted:

            "The  Committee  may, in its discretion and subject to such rules as
            it may adopt, permit a Participant to defer all or a portion of such
            shares otherwise deliverable pursuant to an exercise of a Award."