Exhibit 10(d)

                              Third Amendment to
                            the 1994 Restatement of
                               Aon Pension Plan
                               ----------------

 
          Whereas, the Aon Pension Plan (the "Plan") is currently set out in the
1994 Restatement of Aon Pension 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 9.20 of the
Plan.

          Now, therefore, the Plan, as set out in the Restatement, is amended as
follows, effective as of May 1, 1996:

                Section 21. A new section 21 shall be added to the Plan to read
                           as follows:

                SECTION 21 -  1996 VOLUNTARY RETIREMENT PROGRAM

          21.01  VOLUNTARY RETIREMENT PROGRAM. The terms of this Section 21 are
                 effective to provide retirement benefits to supplement those
                 otherwise provided under this Plan to certain Participants
                 described herein who terminate employment with an Employer.
                 Participants employed by The Life Insurance Company of
                 Virginia; Union Fidelity Life Insurance Company; Forth
                 Financial Resources, Ltd.; and Newco Properties, Inc., shall
                 not be eligible to receive benefits under this Section 21.

          21.02  DEFINITIONS. In addition to those of Section 2, the following
                 definitions shall apply for purposes of this Section 21:

                 (a)  "Additional Temporary Supplement" shall mean an amount
                      equal to $150, to be paid monthly until the first to occur
                      of:
                           (i)    attainment of age 65;
                           (ii)   death of the Participant; or
                           (iii)  completion of 24 payments.

                 (b)  "Lifetime Pension Supplement" shall mean an amount equal
                      to 0.5 percent of one twelfth of the Participant's Final
                      Average Earnings multiplied by Years of Employment up to
                      but not in excess of 20 Years of Employment. The Lifetime
                      Pension Supplement shall be paid monthly at the same time
                      and in the same optional form as benefits paid to the
                      Participant under Section 4 or 5 and shall terminate
                      coincident with the termination of such benefits.

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          (c)  "Temporary Pension Supplement" shall mean an amount equal to 0.5
               percent of one twelfth of the Participant's Final Average
               Earnings multiplied by Years of Employment up to but not in
               excess of 20 Years of Employment.  The Temporary Pension
               Supplement shall be paid monthly until the first to occur of:

                    (i)      attainment of age 65;
                    (ii)     death of the Participant; or
                    (iii)    completion of 120 payments.

          (d)  "Voluntary Retirement Participant" shall mean a Participant,
               other than a Participant employed by The Life Insurance Company
               of Virginia; Union Fidelity Life Insurance Company; Forth
               Financial Resources, Ltd.; and Newco Properties, Inc., who:
                    (i)      is actively employed on May 1, 1996;
                    (ii)     has attained 55 years of age on or before June 30,
                             1996; and
                    (iii)    meets the requirements of (A) or (B):
                            (A)    has Annual Earnings in 1995 of less than
                                   $66,000 and whose combined total Years of
                                   Employment and age as of June 30, 1996, is at
                                   least 60; or
                            (B)    has Annual Earnings in 1995 of $66,000 or
                                   more and whose combined total Years of
                                   Employment and age as of June 30, 1996, is at
                                   least 72.

               Employees defined in Section 2.13 of this Plan ("Field Sales
               Agent") are not eligible for benefits under this Section 21.

          (e)  "Years of Employment" shall mean total number of years of
               Employment with an Employer, beginning on the date an Employee
               first performs an Hour of Service and ending on the date the
               Voluntary Retirement Participant retires under the terms of this
               Section 21. Periods of service as a Field Sales Agent shall not
               be included in the determination of Years of Employment. Years of
               Employment shall include years of employment by a Voluntary
               Retirement Participant for an employer the stock or assets of
               which were acquired by an Employer at the time such employee was
               employed by the acquired entity. In determining Years of
               Employment (including with respect to preacquisition service),
               partial years of employment and periods commencing with an
               Employee's discharge or termination and ending with such
               Employee's rehire shall be excluded. In no event shall Years of
               Employment be less than Years of Service as defined in Section
               2.31.

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               The determination of a Participant's Years of Employment shall be
               used solely for purposes of eligibility under Section
               21.02(d)(iii)(A) and (B) and computation of the Lifetime Pension
               Supplement and the Temporary Pension Supplement under this
               Section 21, and not for any other purpose under this Plan.

21.03     VOLUNTARY RETIREMENT PROGRAM BENEFITS. A Voluntary Retirement
          Participant shall be entitled to receive the Temporary Pension
          Supplement, the Additional Temporary Pension Supplement and the
          Lifetime Pension Supplement upon satisfaction of (a) and (b):

          (a)  receipt by an Employer of a Voluntary Retirement Participant's
               election pursuant to the requirements of Sections 7.06 and 7.14;
               and
          (b)  termination of employment with an Employer on or after May 1,
               1996, but no later than June 30, 1996.

          A Voluntary Retirement Participant who is entitled to receive a
          Temporary Pension Supplement, an Additional Temporary Pension
          Supplement or a Lifetime Pension Supplement  upon satisfaction of (a)
          and (b) shall be 100% vested in the Temporary Pension Supplement, the
          Additional Temporary Pension Supplement and the Lifetime Pension
          Supplement upon termination of Employment.  With regard to all other
          benefits due the Voluntary Retirement Participant under the terms of
          this Plan, the  Voluntary Retirement Participant's nonforfeitable
          percentage of such benefit shall be as determined under Section 5 of
          this Plan.

21.04     COMMENCEMENT OF BENEFITS. Payment of the Temporary Pension Supplement
          and the Additional Temporary Pension Supplement shall commence as soon
          as practicable upon satisfaction of the requirements of Section 21.03
          by the Voluntary Retirement Participant. Payment of the Lifetime
          Pension Supplement shall commence coincident with commencement of
          benefits paid to the Voluntary Retirement Participant in accordance
          with any election made by such Participant under Section 4 or 5. The
          amount of the Lifetime Pension Supplement, if payment is deferred,
          shall be the actuarial equivalent of the Lifetime Pension Supplement
          as if payment had commenced upon the later of attainment of age 55 or
          termination of employment.

21.05     CREDIT FOR YEARS OF SERVICE FOR 1996. A Voluntary Retirement
          Participant who satisfies the requirements of Section 21.03, and who
          has continuously worked for an Employer from January 1, 1996, through
          Employment termination, shall be deemed to have earned a Year of
          Service under Section 2.31 regardless of the Hours of Service that
          would otherwise be credited to such Participant. Nothing in this
          Section 21.05 shall permit a Voluntary Retirement Participant to
          accrue more than one Year of Service for 1996.

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IN WITNESS WHEREOF, Aon Corporation hereby adopts this Third Amendment to the
1994 Restatement of Aon Pension Plan, effective as set forth above, as of this
1st day of August, 1996.

                                       AON CORPORATION
                        
                                       By:
                        
                        
                                       /s/ Daniel T. Cox
                                       ----------------------------
                                       Daniel T. Cox
                                       Executive Vice President

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