AON CAPITAL A
OFFER TO EXCHANGE
Its
8.205% Capital Securities
Which Have Been Registered Under the Securities Act of 1933
for Any and All of Its Outstanding
8.205% Capital Securities
(Liquidation Amount $1,000 per Capital Security)
____________, 1997
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We are enclosing herewith an offer by Aon Capital A, a Delaware statutory
business trust (the "Trust"), to exchange the Trust's new 8.205% Capital
Securities due January 1, 2027 (the "New Capital Securities") which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for any and all of the Trust's outstanding 8.205% Capital Securities due January
1, 2027 (the "Old Capital Securities"), upon the terms and subject to the
conditions set forth in the accompanying Prospectus, dated ____________, 1997
(as the same amended and supplemented from time to time, the "Prospectus"), and
related Letter of Transmittal (which together with the Prospectus constitutes
the "Exchange Offer").
The Exchange Offer provides a procedure for holders to tender the Old
Capital Securities by means of guaranteed delivery.
The Exchange Offer will expire at 5:00 p.m., New York City time, on
____________, 1997, unless extended (the "Expiration Date"). Tendered Old
Capital Securities may be withdrawn at any time prior to 5:00 p.m., New York
City time, on the Expiration Date, if such Old Capital Securities have not
previously been accepted for exchange pursuant to the Exchange Offer.
Based on an interpretation by the staff of the Division of Corporation
Finance of the Securities and Exchange Commission (the "SEC") as set forth in
certain interpretive letters addressed to third parties in other transactions,
Aon Corporation, a Delaware corporation ("Aon") and the Trust believe that a
holder of Old Capital Securities (other than a holder who is (a) a
broker-dealer who purchased the Old Capital Securities directly from the Trust
to resell pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act, (b) a person participating in the
distribution of the Old Capital Securities or (c) a person who is an "affiliate"
of Aon or the Trust) who exchanges Old Capital Securities in the Exchange Offer
for New Capital Securities and then resells such New Capital Securities will be
viewed by the staff no differently than a non-affiliated purchaser of registered
securities who purchase such securities in a registered primary offering of
securities and, after completion of such registered offering, may resell the New
Capital Securities without further compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Capital Securities are required in the ordinary course of such holder's business
and that such holder is not participating, and has no arrangement or
understanding with any person to participate, in a distribution (within the
meaning of the Securities Act) of such New Capital Securities. See "Brown & Wood
LLP," SEC No-Action Letter (available February 7, 1997), "Shearman & Sterling,"
SEC No-Action Letter (available July 2, 1993), "Morgan Stanley & Co., Inc., "SEC
No-Action Letter (available June 5, 1991) and "Exxon Capital Holding
Corporation," SEC No-Action Letter (available May 13, 1988).
The Exchange Offer is not conditioned on any minimum aggregate liquidation
amount of Old Capital Securities being tendered except that Old Capital
Securities may be tendered only in an aggregate liquidation amount of $100,000
(100 Old Capital Securities) and integral multiples of $1,000 (1 Old Capital
Security) in excess thereof.
Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, Aon and the Trust will not be required to
accept for exchange, or to exchange, any New Capital Securities for any Old
Capital Securities and may terminate the Exchange Offer (whether or not any Old
Capital Securities have been accepted for exchange) or may waive any conditions
to or amend the Exchange Offer, if any of the conditions described in the
Prospectus under "The Exchange Offer - Conditions of the Exchange Offer" have
occurred or exist or have not been satisfied.
For your information and for forwarding to your clients for whom you hold
Old Capital Securities registered in your name or in the name of your nominee,
we are enclosing the following documents:
1. A Prospectus, dated ____________, 1997.
2. A Letter of Transmittal for your use and for the information of
your clients.
3. A printed form of letter which may be sent to your clients for
whose accounts you hold Old Capital Securities registered in your name or
in the name of your nominee, with space provided for obtaining such
clients' instructions with regard to the Exchange Offer.
4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 of the Internal Revenue Service (included in the Letter
of Transmittal after the instructions thereto).
WE URGE YOU TO CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE.
Any inquiries you may have with respect to the Exchange Offer may be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Exchange Agent at the following telephone number: (212) 815-6333.
Very truly yours,
Aon Capital A
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
AS THE AGENT OF THE TRUST, AON, THE EXCHANGE AGENT OR ANY OTHER PERSON, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.