Exhibit 10(c)
Third Amendment to
the 1994 Restatement of
Aon Savings Plan
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Whereas, the Aon Savings Plan (the "Plan") is currently set out in the
1994 Restatement of Aon Savings Plan, which was generally effective as of
January 1, 1994 (the "Restatement").
Whereas, the Board of Directors of Aon Corporation desires to amend the
Plan pursuant to the Board's authority to do so under Section 12.01 of the Plan.
Now, therefore, the Plan, as set out in the Restatement, is amended as
follows, effective as of January 1, 1996:
Section 3.01. A new paragraph (v) of subsection (a) of Section 3.01 shall
be added to read as follows:
(v) The aggregate contribution of the Companies for
Employees shall include a special contribution (the "Special
Contribution") equal to one hundred percent (100%) of the
Basic Pay Deferral Amounts deferred as of the Closing Date
by Participants who are listed on Schedule 6(a) ("RDG
Participants") of the Asset Purchase Agreement between Aon
Corporation and Resource Financial Corporation (the
"Agreement"). (Schedule 6(a) is attached as Exhibit A). The
Special Contribution shall be made only on Basic Pay
Deferral Amounts of up to 3% of a Participant's Compensation
and shall not be made on additional Basic Pay Deferral
Amounts. For this purpose:
(A) The Closing Date shall mean the date of the sale and
purchase of the common stock of Ryan Dealer Group,
Inc., and other assets as contemplated in the
Agreement.
(B) No additional Company contributions described in
Section 3.01(a)(iii) shall be posted to the accounts of
RDG Participants for the Plan Year beginning January 1,
1996. Instead, there shall be posted to the Company
Contribution Account of each RDG Participant such
Participant's share of the Special Contribution in
accordance with the rules of Section 4.01.
(C) Notwithstanding the requirements of Section 3.02, the
date of the contribution of the Special Contribution
will be deemed to be the Closing Date, even though
received by the Trustee at a later or earlier date.
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Section 9.02 A new subsection (h) of section 9.02 shall be added to
read as follows:
(h) Participants who are listed on Schedule 6(a) of the Asset Purchase
Agreement ("RDG Participants") between Aon Corporation and
Resource Financial Corporation, shall be 100% vested on the date
of the sale and purchase of the common stock of Ryan Dealer Group,
Inc.
Section 8.12. A new section 8.12 shall be added to read as follows:
8.12 TRUSTEE TO TRUSTEE TRANSFERS. A participant who is listed on
Schedule 6(a) ("RDG Participants") of the Asset Purchase
Agreement between Aon Corporation and Resource Financial
Corporation (the "Agreement") shall be entitled to direct
the Trustee to transfer the balance in such Participant's
account directly to the trustee or custodian of a cash or
deferred arrangement which is established by Resource
Financial Corporation, consistent with the requirements of
Section 14.03; provided, however, that no transfer will be
effective unless such other cash or deferred arrangement has
been determined to be qualified under Section 401(a) of the
Code.
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IN WITNESS WHEREOF, Aon Corporation hereby adopts this Third Amendment to the
1994 Restatement of Aon Savings Plan, effective as set forth above, as of this
1st day of August, 1996.
Aon CORPORATION
By: /s/ Daniel T. Cox
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Daniel T. Cox
Executive Vice President
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