Exhibit 2.4

EXECUTION COPY

STOCK PURCHASE AGREEMENT

BETWEEN

AON CORPORATION

AND

ACE LIMITED

Dated as of December 14, 2007

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STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT , dated as of December 14, 2007, by and between Aon Corporation, a Delaware corporation (“ Aon ”), and ACE Limited, a Cayman Islands company (“ Buyer ”).

PRELIMINARY STATEMENT:

WHEREAS, Aon is the owner of all of the outstanding shares of capital stock of Combined Insurance Company of America, an Illinois corporation (the “ Company ”);

WHEREAS, the Company is the direct or indirect owner of 100% of the issued and outstanding capital stock or similar equity interests of each of those entities set forth in Annex A (except as otherwise set forth therein) (each, a “ Subsidiary ” and collectively, the “ Subsidiaries ”); and

WHEREAS, Aon desires to sell to Buyer, and Buyer desires to purchase from Aon, all of the issued and outstanding capital stock of the Company (the “ Shares ”), all on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed between Buyer and Aon as follows:

ARTICLE I

DEFINITIONS

Section 1.1            Definitions .   In this Agreement, the following terms have the meanings specified or referred to in this Section 1.1 and shall be equally applicable to both the singular and plural forms.

“ Accounting Firm ” has the meaning specified in Section 4.5(b) .

“ Acquired Business ” has the meaning specified in Section 8.6(d) .

“ Administrative Authority ” means any foreign, federal, state, local or other governmental authority, regulatory body or stock exchange or listing authority, including any applicable department of insurance.

“ Affiliate ” means, with respect to any Person, any other Person which, at the time of determination, directly or indirectly Controls, is Controlled by or is under Common Control with such Person.

“ After-Tax Basis ” means that, in determining the amount of the payment necessary to indemnify any party against, or reimburse any party for, Losses, the amount of such Losses shall be determined net of any Tax benefit actually realized by the Indemnified Party (or any Affiliate thereof) as the result of sustaining or paying such Losses (including as the result of facts or circumstances due to which the Indemnified Party sustained or paid such Losses).  Such Tax benefits shall be computed using reasonable assumptions.

“ Agreed Accounting Principles ” means the accounting principles, practices and methodologies applied in the preparation of the Balance Sheet; provided , however , that Buyer and Aon acknowledge and agree that Closing Date Net Worth shall be calculated (i) using currency exchange rates for translation purposes in effect on the date of this Agreement (as reported in The Wall Street Journal ), (ii) so that the amount for unrealized investment gains or losses shall be deemed to equal the amount as of the end of the month immediately preceding the date of this Agreement and (iii) not to include or reflect any matter for which Aon is obligated to indemnify the Buyer Group Members under this Agreement, regardless of whether such matter would be required to be included or reflected by GAAP.

“ Agreement ” means this Stock Purchase Agreement.

“ Allocation Schedule ” has the meaning specified in Section 8.1(e) .

“ Aon ” has the meaning specified in the first paragraph of this Agreement.

“ Aon Options ” has the meaning specified in Section 8.1(g) .

“ Aon Stock-Based Awards ” has the meaning specified in Section 8.1(g) .

“ Aon Transition Services Agreement ” means the Transition Services Agreement in the form attached hereto as Exhibit B-1 .

“ Aon’s Accountants ” has the meaning specified in Section 4.5(b) .

“ Aon’s DC Plans ” has the meaning specified in Section 8.2(c) .

“ Assumed International Plans ” has the meaning specified in Section 8.2(c) .

“ Assumed Plan Liabilities ” has the meaning specified in Section 8.2(c) .

“ Balance Sheet ” means the unaudited consolidated balance sheet of the Company and the Subsidiaries as of December 31, 2006 included in Schedule 5.5 .

“ Balance Sheet Date ” means June 30, 2007.

“ Base Purchase Price ” has the meaning specified in Section 3.1 .

“ Business Agreements ” has the meaning specified in Section 5.15 .

“ Buyer ” has the meaning specified in the first paragraph of this Agreement.

“ Buyer Ancillary Agreements ” means all agreements, instruments and documents being or to be executed and delivered by Buyer or an Affiliate of Buyer (including the Company and the Subsidiaries on or after the Closing Date) under this Agreement or in connection herewith.

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“ Buyer Group Member ” means (i) Buyer and its Affiliates (which, for purposes of Article XI , shall include the Company and the Subsidiaries), (ii) their respective directors, officers and employees and (iii) the successors and assigns of the foregoing.

“ Buyer Plans ” has the meaning specified in Section 8.2(h) .

“ Buyer’s DC Plans ” has the meaning specified in Section 8.2(c) .

“ Change of Control ” means a transaction pursuant to which Control of Aon (including by ownership of more than 50% of the voting equity securities of Aon) or ownership of more than 50% of the consolidated assets of Aon is acquired, directly or indirectly, by a Person not already an Affiliate of Aon as of the Closing Date through (x) a tender or exchange offer, merger, consolidation, share exchange or other business combination, (y) a sale of securities, recapitalization, liquidation or dissolution or (z) a sale of assets.

“ Claim Notice ” has the meaning specified in Section 11.3 .

“ Closing ” means the closing of the transfer of the Shares from Aon to Buyer in exchange for the Preliminary Purchase Price.

“ Closing Date ” has the meaning specified in Section 4.1 .

“ Closing Date Net Worth ” means Net Worth as of the close of business on the day before the Closing Date, after giving effect to (i) any cash dividends to Aon and (ii) the transactions contemplated by Sections 7.5 and 7.6 .

“ COBRA ” has the meaning specified in Section 8.2(l) .

“ Code ” means the Internal Revenue Code of 1986.

“ Company ” has the meaning specified in the first recital of this Agreement.

“ Company Employment Agreement ” has the meaning specified in Section 5.18(e) .

“ Company Plan ” has the meaning specified in Section 5.16(a) .

“ Compensation Deduction ” has the meaning specified in Section 8.1(g) .

“ Competition Law ” means any Requirements of Law that provide for merger control or are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade.

“ Computer Hardware ” means any computer hardware, equipment and peripherals of any kind and of any platform, including desktop and laptop personal computers, related hubs, routers, switches and modems, handheld computerized devices, mid-range and mainframe computers, process control and distributed control systems, except telephone and voicemail systems, and network telecommunications equipment.

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“ Confidentiality Agreement ” means that certain letter agreement dated September 4, 2007 between Buyer and Aon.

“ Control ” means, as to any Person, the ownership of more than 50% of the voting equity securities of such Person.  The terms “Controlled by” and “under Common Control with” shall have correlative meanings.

“ Copyrights ” means United States and foreign registered copyrights, and pending applications to register the same.

“ Court Order ” means any judgment, order, award or decree of any foreign, federal, state, local or other court or tribunal and any award in any arbitration proceeding.

“ Encumbrance ” means any lien, adverse claim, charge, security interest, mortgage, pledge, easement, conditional sale or other title retention agreement, defect in title or other restrictions of a similar kind.

“ Environmental Laws ” means all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, in each case concerning worker health and safety and pollution or protection of the environment.

“ Environmental Matter ” means any matter relating to (i) the Release or threatened Release of a Hazardous Material or (ii) violations of or liabilities arising under applicable Environmental Laws.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) which would be considered a single employer with the Company pursuant to Section 414(b) or (c) of the Code and the regulations promulgated under those Sections.

“ Estimated Closing Date Net Worth ” means Aon’s good faith estimate of the Closing Date Net Worth.

“ Estimated Net Worth Adjustment Amount ” means the Estimated Closing Date Net Worth minus $1,174,000,000.

“ Excluded Taxes ” has the meaning specified in Section 8.1(a) .

“ Exempt Business Activities ” means any business activities of the type conducted by Aon or any Affiliate of Aon (other than the Company and the Subsidiaries as of the date of this Agreement) and any business activities incidental thereto.

“ Expenses ” means any and all reasonable out-of-pocket expenses actually incurred in connection with defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including reasonable fees and disbursements of legal counsel).

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“ Financial Statements ” has the meaning specified in Section 5.5 .

“ Forms ” has the meaning specified in Section 8.1(e) .

“ GAAP ” means United States generally accepted accounting principles, consistently applied.

“ Glenview Sublease ” means the Sublease Agreement in the form of Exhibit A attached hereto.

“ Governmental Permits ” has the meaning specified in Section 5.8 .

“ Guaranties ” has the meaning specified in Section 8.5 .

“ Hazardous Materials ”  means any waste, pollutant, contaminant, toxic substance, special waste or hazardous substance regulated by any Environmental Law, including, for purposes of this Agreement, petroleum or petroleum wastes.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“ Indemnified Party ” has the meaning specified in Section 11.3 .

“ Indemnitor ” has the meaning specified in Section 11.3 .

“ Insurance Contracts ” has the meaning specified in Section 5.23(a) .

“ Intellectual Property ” means Copyrights, Patent Rights, Trademarks and Trade Secrets.

“ International Benefit Plan ” has the meaning specified in Section 5.16(c) .

“ Knowledge of Aon ” means, as to a particular matter, the current actual knowledge of the following persons:  Aon’s Senior Vice President/Treasurer and each of Douglas R. Wendt, James P. Zils, Des Bosnic, Clive Robinson, Steven E. Lippai, James L. Coleman and David A. Goldberg and with respect to tax matters, Aon’s Vice President/Tax.

“ Leased Real Property ” has the meaning specified in Section 5.9 .

“ Losses ” means any and all out-of-pocket losses, costs, settlement payments, awards, judgments, fines, penalties, damages, expenses (including reasonable attorneys’ fees), disbursements , deficiencies or other charges.

“ Material Adverse Effect ” means a material adverse effect on the business, assets, results of operations or financial condition of the Company and the Subsidiaries taken as a whole, other than any such effect resulting or arising from, in whole or in part, (i) general economic or political conditions or any conditions generally affecting any segment of the industries in which the Company or the Subsidiaries operate, (ii) any change in Requirements of Law, GAAP or SAP, or any interpretation of any of the foregoing except to the extent disproportionately affecting the Company and the Subsidiaries, (iii) the execution of this

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Agreement, the public announcement hereof or the consummation of the transactions contemplated hereby (including required compliance with the terms of this Agreement), (iv) any change in currency exchange rates, interest rates or the financial or securities markets generally, (v) any action taken by (or at the request of) Buyer or any of its Affiliates, (vi) changes caused by acts of terrorism or war (whether or not declared) occurring after the date of this Agreement and (vii) any effect that is cured by Aon prior to the Closing.

“ MEC ” has the meaning specified in Section 5.7 .

“ Multiemployer Plan ” means a “multiemployer plan,” as defined in Section 4001(a)(3) of ERISA.

“ Net Worth ” means an amount equal to (i) the value of the assets of the Company and the Subsidiaries, taken as a whole, determined in accordance with the Agreed Accounting Principles minus (ii) the value of the liabilities of the Company and the Subsidiaries, taken as a whole, determined in accordance with the Agreed Accounting Principles, in each case, as of the date of determination.

“ Net Worth Adjustment Amount ” means the Closing Date Net Worth minus $1,174,000,000.

“ Net Worth Adjustment Report ” has the meaning specified in Section 4.5(a) .

“ Net Worth Adjustment Report Finalization Date ” means the date which is 60 days after the date on which the Net Worth Adjustment Report is delivered by Buyer to Aon; provided , however , that if Aon or Aon’s Accountant delivers a notice of exception within such 60-day period, and if any change to the Net Worth Adjustment Report is agreed to by Buyer and Aon in accordance with Section 4.5 , then the date on which Buyer and Aon agree in writing to such change shall be the Net Worth Adjustment Report Finalization Date; provided , further , that if Aon and Buyer cannot agree upon the Net Worth Adjustment Amount, then the date on which the Accounting Firm delivers its decision with respect to such dispute in accordance with Section 4.5 shall be the Net Worth Adjustment Report Finalization Date.

“ Owned Real Property ” has the meaning specified in Section 5.9 .

“ Owned Real Property Permitted Exceptions ” means (i) Permitted Encumbrances, (ii) all leases, licenses and occupancy and/or use agreements affecting the Owned Real Property (or any portion thereof) whether or not recorded against the Owned Real Property; (iii) all matters and exceptions set forth in any title reports made available to Buyer; (iv) Encumbrances with respect to the Owned Real Property created by or resulting from the acts or omissions of Buyer or any of its Affiliates, employees, officers, directors, agents, representatives, contractors, invitees or licensees; (v) Encumbrances created by any of the documents to be executed in connection with the Closing or under this Agreement whether prior to, at or after the Closing; (vi) all matters shown on or referenced in any surveys made available to Buyer; (vii) local, county, state and federal laws, ordinances or governmental regulations, including building and zoning laws, ordinances and regulations now or hereafter in effect relating to the Owned Real Property; and (viii) any and all service contracts and agreements affecting the Owned Real Property as of the date hereof, and any and all service contracts and agreements entered into after

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the date of this Agreement in accordance with the provisions of this Agreement, in each case, to the extent in effect as of the Closing.

“ Patent Rights ” means United States and foreign patents, patent applications, continuations, continuations-in-part, divisions or reissues.

“ Pension Plan ” means any pension plan, as defined in Section 3(2) of ERISA, applied without regard to the exceptions from coverage contained in Section 4(b)(4) or 4(b)(5) thereof.

“ Permitted Encumbrances ” means (i) liens for Taxes and other governmental charges and assessments which are not yet due and payable, (ii) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable, (iii) Encumbrances identified on the Schedules to this Agreement, (iv) other Encumbrances or imperfections on property which are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such Encumbrance or imperfection, (v) Encumbrances imposed by the Securities Act of 1933 or any applicable state securities law and (vi) Encumbrances that are set forth on the Balance Sheet or Statutory Statements.

“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Administrative Authority.

“ Potential Transaction ” has the meaning specified in Section 7.8(a) .

“ Preliminary Purchase Price ” has the meaning specified in Section 4.2(a) .

“ Proceeding ” has the meaning specified in Section 8.1(c) .

“ Producers ” has the meaning specified in Section 5.25 .

“ Purchase Price ” has the meaning specified in Section 3.1 .

“ Regulatory Agreement ” has the meaning specified in Section 5.13(e) .

“ Reinsurance Agreement ” has the meaning specified in Section 5.24 .

“ Release ” means the release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Hazardous Material into the environment.

“ Requirements of Law ” means any foreign, federal, state and local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Administrative Authority.

“ Reserved Consolidated Taxes ” has the meaning specified in Section 8.1(a) .

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“ Reserved Taxes ” has the meaning specified in Section 8.1(a) .

“ Restricted Business ” means the underwriting of supplemental accident & health and life insurance products as conducted by the Company and the Subsidiaries as of the date hereof or the immediately preceding 12 month period.

“ Retained Names and Marks ” has the meaning specified in Section 8.7(a) .

“ SAP ” means the statutory or regulatory accounting principles and practices prescribed or permitted by applicable U.S. or foreign insurance or other regulatory authorities for purposes of financial reporting.

“ Section 338(h)(10) Election ” has the meaning set forth in Section 8.1(e) .

“ Section 338 Taxes ” means Taxes imposed by any taxing jurisdiction with respect to which a Section 338(h)(10) Election is expressly made in accordance with paragraph (e) of Section 8.1 , to the extent such Taxes are imposed as a result of such Section 338(h)(10) Election.

“ Seller Ancillary Agreements ” means all agreements, instruments and documents being or to be executed and delivered by Aon under this Agreement or in connection herewith.

“ Seller Group Member ” means (i) Aon and its Affiliates, (ii) the directors, officers and employees of Aon and its Affiliates and (iii) the successors and assigns of the foregoing.

“ Shares ” has the meaning specified in the third recital of this Agreement.

“ Software ” means computer software programs and related documentation and materials, whether in source code, object code or human readable form; provided , however , that Software does not include software that is available generally through retail stores, distribution networks or is otherwise subject to “shrink-wrap” or “click-through” license agreements, including any software pre-installed in the ordinary course of business as a standard part of hardware purchased by the Company or any Subsidiary.

“ Special Dividend ” has the meaning specified in Section 7.6 .

“ Specified Representations and Warranties ” means the representations and warranties in Sections 5.4(b) , 5.6 , 5.11(a) , 5.11(b) , 5.16(b)  (other than the second sentence thereof) and 5.20 .

“ Standard & Poor’s ” has the meaning specified in Section 5.28 .

“ Statutory Statements ” has the meaning specified in Section 5.22(a) .

“ Sterling ” means Sterling Life Insurance Company, an Illinois corporation.

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“ Sterling Agreement ” means that certain Stock Purchase Agreement, dated as of December 14, 2007, relating to the sale of all of the issued and outstanding shares of capital stock of Sterling.

“ Sterling Transition Services Agreement ” means the Transition Services Agreement in the form attached hereto as Exhibit B-2 .

“ Straddle Period ” means any taxable year or period beginning before and ending after the Closing Date.

“ Subsidiary ” and “ Subsidiaries ” each have the meaning specified in the second recital of this Agreement.

“ Tax ” (and, with correlative meaning, “ Taxes ”) means any federal, state, local or foreign income, gross receipts, premium, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value added, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any governmental authority.

“ Tax Package ” has the meaning set forth in Section 8.1(b) .

“ Tax Return ” means any return, report or similar statement required to be filed with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

“ Termination Date ” has the meaning set forth in Section 12.1(e) .

“ Third Party Consent ” has the meaning specified in Section 7.3(a) .

“ Trade Secrets ” means confidential ideas, trade secrets, know-how, concepts, methods, processes, formulae, reports, data, customer lists, mailing lists, business plans, or other proprietary information that provides the owner with a competitive advantage.

“ Trademarks ” means registered United States federal, state and foreign trademarks, service marks and trade names, and pending applications to register the foregoing.

“ Transferred Employees ” has the meaning specified in Section 8.2(a) .

“ Underwriting Companies ” means Combined Insurance Company of America, Combined Insurance Company of Europe Limited, Combined Life Assurance Company of Europe Limited, Combined Life Insurance Company of Australia Limited and Combined Life Insurance Company of New York.

“ Vendor Contracts ” means the contracts set forth on Schedule 7.7 between Aon or one of its Affiliates and two of Aon’s vendors.

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“ Welfare Plan ” means any welfare plan, as defined in Section 3(1) of ERISA, applied without regard to the exceptions from coverage contained in Sections 4(b)(4) or 4(b)(5) thereof.

Section 1.2            Interpretation .   For purposes of this Agreement:  (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (ii) the word “or” is not exclusive; (iii) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole, including all Annexes, Exhibits and Schedules attached to this Agreement; and (iv) any rules o f construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by the parties hereto .  Unless the context otherwise requires, references herein:  (i) to Articles, Sections, Annexes, Exhibits and Schedules mean the Articles and Sections of, and the Annexes, Exhibits and Schedules attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder, in each case through the date of this Agreement.  The Annexes, Exhibits and Schedules referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein.  Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement.  Unless expressly indicated to the contrary, all dollar amounts are expressed in United States funds, and all amounts payable hereunder shall be paid in United States funds.

ARTICLE II

PURCHASE AND SALE

Section 2.1            Purchase and Sale of the Shares .   Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Aon shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept from Aon the Shares free and clear of all Encumbrances, except for any restrictions on transfer which arise under the Securities Act of 1933 and any comparable securities laws.

ARTICLE III

PURCHASE PRICE

Section 3.1            Purchase Price .   The purchase price for the Shares shall be equal to $2,400,000,000 (Two Billion Four Hundred Million Dollars) (the “ Base Purchase Price ”), plus (or, if a negative amount, minus the absolute value of) the Net Worth Adjustment Amount (the Base Purchase Price, as adjusted by the Net Worth Adjustment Amount, the “ Purchase Price ”).  The Purchase Price shall be paid pursuant to Article IV .

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ARTICLE IV

CLOSING

Section 4.1            Closing Date .   The Closing shall be consummated on a date and at a time agreed upon by Buyer and Aon, but in no event later than the fifth (5 ^th ) business day after the date on which the last unsatisfied or unwaived condition set forth in Articles IX and X (other than any such condition to be fulfilled at the Closing) has been satisfied or waived, at the offices of Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois, or at such other time and place as shall be agreed upon by Buyer and Aon.  The time and date on which the Closing is actually held is referred to herein as the “ Closing Date .”

Section 4.2            Payment on the Closing Date .  (a)  Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX , at the Closing, Buyer shall pay to Aon an amount equal to the Base Purchase Price, plus (or, if a negative amount, minus the absolute value of) the Estimated Net Worth Adjustment Amount (the “ Preliminary Purchase Price ”), by wire transfer of immediately available funds to the bank account or accounts specified by Aon in accordance with paragraph (b) hereof.

(b)           Not less than three (3) business days prior to the Closing Date, Aon shall prepare and deliver to Buyer (i) Aon’s calculation (with reasonable detail) of the Estimated Net Worth Adjustment Amount, (ii) the amount of the Preliminary Purchase Price and (iii) the wire transfer instructions for Aon.

Section 4.3            Buyer’s Additional Closing Date Deliveries .   Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX , at the Closing Buyer shall deliver to Aon, in addition to the Preliminary Purchase Price, all of the following:

(a)           Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Aon, as to:  (i) the Certificate of Incorporation of Buyer; (ii) the By-Laws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement;

(b)           The Aon Transition Services Agreement, duly executed by the Company and if not previously executed, the Sterling Transition Services Agreement duly executed by the Company;

(c)           The certificate contemplated by Section 10.1 , duly executed by a duly authorized officer of Buyer; and

(d)           All consents, waivers and approvals that are obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement pursuant to Articles IX and X .

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Section 4.4            Aon’s Closing Date Deliveries .   Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X , at the Closing Aon shall deliver (or cause to be delivered) to Buyer all of the following:

(a)           Certificate of the secretary or an assistant secretary of Aon, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to:  (i) the Certificate of Incorporation of Aon; (ii) the By-Laws of Aon; (iii) the resolutions of the Board of Directors of Aon authorizing the execution and performance of this Agreement, the Seller Ancillary Agreements and the transactions contemplated hereby and thereby; and (iv) the incumbency and signatures of the officers of Aon executing this Agreement and each Seller Ancillary Agreement;

(b)           Stock certificates representing all of the Shares, duly executed in blank or accompanied by duly executed instruments of transfer;

(c)           Stock certificates representing all of the outstanding shares of capital stock of each of the Subsidiaries registered in the names set forth on Annex A ;

(d)           The Glenview Sublease, duly executed by each of Aon and the Company;

(e)           The Aon Transition Services Agreement, duly executed by Aon and if not previously executed, the Sterling Transition Services Agreement duly executed by Aon;

(f)            All consents, waivers and approvals that are obtained by Aon with respect to the consummation of the transactions contemplated by this Agreement pursuant to Articles IX and X ;

(g)           The certificates contemplated by Sections 9.1 and 9.6 , duly executed by a duly authorized officer of Aon;

(h)           The Seller Ancillary Agreements, duly executed by Aon and/or one or more of its Affiliates as specified therein;

(i)            Certificates as to the good standing or comparable status (to the extent jurisdictions recognize such concept) of the Company and each Subsidiary (other than the Underwriting Companies) from the respective jurisdictions of their incorporation or domicile to the extent such jurisdictions deliver such documentation in the ordinary course, dated as of a date not earlier than 7 days (or in the case of foreign Subsidiaries, 21 days) prior to the Closing Date;

(j)            Certificates obtained from the respective departments of insurance (or comparable governmental entity) of the jurisdiction or domicile of each of the Underwriting Companies evidencing the continued existence and licensure (to the extent jurisdictions recognize such concept) of each Underwriting Company as an insurance company to the extent such jurisdictions deliver such documentation in the ordinary course, dated as of the date not earlier than 7 days (or in the case of foreign Underwriting Companies, 21 days) prior to the Closing Date;

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(k)           Evidence of the termination and full satisfaction and discharge of any liabilities and obligations under of each of the agreements giving rise to any indebtedness identified in Schedule 7.5(b) ; and

(l)            The written resignations of the directors of the Company and the Subsidiaries specified in writing by Buyer.

Section 4.5            Determination of the Net Worth Adjustment Amount .   (a)  On or before 60 days following the Closing Date, Buyer shall prepare and deliver to Aon a report (the “ Net Worth Adjustment Report ”) setting forth in reasonable detail and with appropriate documentation Buyer’s computation of Closing Date Net Worth.

(b)           After delivery of the Net Worth Adjustment Report to Aon, Aon and/or a firm of independent public accountants designated by Aon (“ Aon’s Accountants ”) will be entitled to reasonable access during normal business hours to the relevant records and working papers of Buyer and its accountants to aid in their review of the Net Worth Adjustment Report.  The Net Worth Adjustment Report will be deemed to be accepted by and shall be conclusive for purposes of determining the Net Worth Adjustment Amount except to the extent, if any, that Aon or Aon’s Accountants shall have delivered within 60 days after the date on which the Net Worth Adjustment Report is delivered to Aon, a written notice to Buyer specifying in reasonable detail the nature and extent of any such exceptions (it being understood that any portion of the Net Worth Adjustment Amount that is not disputed shall be paid promptly).  If a change proposed by Aon is disputed by Buyer, then Aon and Buyer shall negotiate in good faith to resolve such dispute.  If, after a period of 20 days following the date on which Aon gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Aon shall together choose an independent firm of public accountants of nationally-recognized standing (the “ Accounting Firm ”) to resolve any remaining disputes.  The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to the Net Worth Adjustment Amount.  The decision of the Accounting Firm shall be final and binding and shall be in accordance with the provisions of this Section 4.5 .  All of the fees and expenses of the Accounting Firm shall be borne by Buyer and Aon in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by Buyer and Aon, respectively (as finally determined by the Accounting Firm), bears to the total amount of items submitted to the Accounting Firm.

(c)          Within five (5) business days following the applicable Net Worth Adjustment Report Finalization Date, Aon and Buyer shall pay the following amounts as applicable:

(i)            if the Estimated Closing Date Net Worth exceeds the Closing Date Net Worth, as calculated in accordance with this Section 4.5 , Aon shall pay to Buyer the difference thereof by wire transfer of immediately available funds to an account specified in writing to Aon by Buyer; and

(ii)           if the Closing Date Net Worth, as calculated in accordance with this Section 4.5 , exceeds the Estimated Closing Date Net Worth, Buyer shall pay to Aon the

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difference thereof by wire transfer of immediately available funds to an account or accounts specified in writing to Buyer by Aon.

Any payment required to be made pursuant to this Section 4.5(c)  shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to thirty (30) day LIBOR in effect on the Closing Date as reported in The Wall Street Journal .

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF AON

As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Aon represents and warrants to Buyer as follows:

Section 5.1            Organization of the Company and the Subsidiaries .   Each of the Company and the Subsidiaries has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation.  Each of the Company and the Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.  Each of the Company and the Subsidiaries has full corporate (or other organizational) power and authority to own or lease and operate its assets and to carry on its business in the manner that it was conducted immediately prior to the date of this Agreement.  Except as set forth in Schedule 5.1 , Aon has made available to Buyer prior to the execution of this Agreement true, correct and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents) for the Company and each Subsidiary.

Section 5.2            Capital Structure of the Company and the Subsidiaries .  The authorized capital stock of the Company consists of 28,338,567 shares of common stock, par value $1.00 per share, of which 28,338,567 shares are issued and outstanding, all of which are owned by Aon free and clear of all Encumbrances.  No shares of any other class or series of capital stock of the Company are authorized, issued or outstanding.  All of the outstanding shares of capital stock or other equity interests of the Company and each Subsidiary are validly issued, fully paid and non-assessable and free of preemptive rights.  The name, jurisdiction of incorporation and the record owner thereof of each of the Subsidiaries is as set forth in Annex A .  All shares of capital stock or other equity interests of each of the Subsidiaries is owned as set forth in Annex A , in each case free and clear of all Encumbrances.  Except for this Agreement and except as set forth in Schedule 5.2 , there are no agreements, arrangements, options, warrants, rights or commitments of any character relating to the issuance, sale, purchase, redemption or voting of any shares of capital stock of, or other equity interests in, the Company or any of the Subsidiaries.

Section 5.3            Subsidiaries and Investments .   Except for the Subsidiaries and as set forth in Schedule 5.3 , neither the Company nor any Subsidiary, directly or indirectly, owns or has the right to acquire any outstanding voting securities or other equity interests in any

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corporation, partnership, joint venture or other entity, other than investment assets owned or held in the ordinary course of business.

Section 5.4            Authority of Aon; Conflicts .   (a)  Aon has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware.  Aon has full power and authority to execute, deliver and perform this Agreement and each of the Seller Ancillary Agreements.  The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements by Aon have been duly authorized and approved by Aon’s board of directors and do not require any further authorization or consent of Aon or its stockholders.  This Agreement has been duly authorized, executed and delivered by Aon and (assuming the valid authorization, execution and delivery by Buyer) is the legal, valid and binding obligation of Aon enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Aon and upon execution and delivery by Aon will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) a legal, valid and binding obligation of Aon enforceable in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.

(b)           Except as set forth in Schedule 5.4 , neither the execution and delivery by Aon of this Agreement or any of the Seller Ancillary Agreements or the consummation by Aon of any of the transactions contemplated hereby or thereby nor compliance by Aon with or fulfillment by Aon of the terms, conditions and provisions hereof or thereof will:

(i)            except as may result from any facts or circumstances relating to Buyer, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon Aon, any of the Shares or any of the assets of Aon, the Company or any Subsidiary, under (1) the certificate of incorporation or by-laws (or similar organizational documents) of Aon, the Company or any Subsidiary, (2) any of the Business Agreements, (3) any note, instrument, mortgage, lease, franchise or financial obligation to which Aon is a party or by which Aon is bound, (4) any Court Order to which Aon, the Company or any Subsidiary is a party or by which Aon, the Company or any Subsidiary is bound or (5) assuming that all necessary consents, approvals, authorizations and other actions described in Section 5.4(b)(ii)  have been obtained, all filings and notifications described in Schedule 5.4 have been made and any applicable waiting period has expired or been terminated, any Requirements of Law affecting Aon, the Company or any Subsidiary, other than, in the case of clauses (2), (3), (4) and (5) above, any such violations, breaches, defaults, rights, loss of rights or Encumbrances that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby; or

(ii)           require the approval, consent, authorization or act of, or the making by Aon, the Company or any Subsidiary of any declaration, filing or registration with, any Administrative Authority except (1) in connection, or in compliance, with the provisions of the HSR Act or similar Competition Laws in foreign jurisdictions, (2) acquisition of control statement filings and preacquisition statements required under applicable state insurance holding company system laws and regulations and any other insurance regulatory approvals, consents,

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filings or notices required by any applicable insurance Requirements of Law, (3) such filings as may be required in connection with the Taxes described in Section 8.1 and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby.

Section 5.5            Financial Statements .   Schedule 5.5 contains (a) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of December 31, 2006 and the related unaudited consolidated statements of income and cash flows of the Company and the Subsidiaries for the year then ended and (b) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of the Balance Sheet Date and the related statements of income and cash flows for the six (6) months then ended (collectively, the “ Financial Statements ”).  Except as set forth therein and except as set forth in Schedule 5.5 , the Financial Statements have been prepared in conformity, in all material respects, with GAAP (except that the Financial Statements do not contain footnotes), and such Financial Statements present fairly in accordance with GAAP, in all material respects, the financial position and results of operations of the Company and the Subsidiaries, as of their respective dates and for the respective periods covered thereby, subject, in the case of the financial statements referred to in clause (b), to normal year-end adjustments.

Section 5.6            Operations Since Balance Sheet Date .   Except as set forth in Schedule 5.6 , from the Balance Sheet Date through the date hereof, there has been no Material Adverse Effect.  Except as set forth in Schedule 5.6 , from the Balance Sheet Date through the date hereof, the Company and the Subsidiaries have conducted their businesses in all material respects in the ordinary course of business consistent with past practice.  Without limiting the generality of the foregoing, from the Balance Sheet Date through the date hereof, except as set forth in Schedule 5.6 , neither the Company nor any Subsidiary has:

(a)           sold, leased (as lessor), transferred or otherwise disposed of (other than any transfers to any Affiliate of the Company or such Subsidiary), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by the Company or such Subsidiary after the Balance Sheet Date, except for (i) assets sold or otherwise disposed of in the ordinary course of business consistent with past practice and (ii) Permitted Encumbrances;

(b)           (i) made any investments other than in accordance with the investment policies of the Company and the Subsidiaries as then in effect, (ii) made any amendments to its investment policies or (iii) realized gains or losses on the investment portfolio of the Company and the Subsidiaries, in the case of clauses (i), (ii) or (iii) other than in the ordinary course of business consistent with the past practice of the Company and the Subsidiaries;

(c)           cancelled any debts owed to or claims held by it (including the settlement of any claims or litigation) other than in the ordinary course of business consistent with past practice;

(d)           created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money (other than money borrowed or advances from any of its

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Affiliates) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13);

(e)           made any material change in the cash compensation of their employees (excluding any arrangements that do not involve payments by the Company or the Subsidiaries after the Closing), other than changes made in accordance with normal compensation practices or pursuant to existing contractual commitments and consistent with past compensation practices;

(f)            except as set forth in Schedule 5.18 , instituted any material increase in any benefit provided under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of the Company or such Subsidiary other than in the ordinary course of business (excluding any arrangements that do not involve payments by the Company or the Subsidiaries after the Closing);

(g)           acquired (by merger, consolidation, acquisition of stock or assets or otherwise) any Person or assets comprising a business or made any investment, either by purchase of stock or other securities or contribution to capital, that is material to the Company and the Subsidiaries taken as a whole;

(h)           made, or agreed to make, any distribution or other disposition of assets (including cash or cash equivalents) to Aon or any of its Affiliates;

(i)            (1) entered into any employment or severance agreement, other than for new employees in the ordinary course of business, (2) increased the benefits payable in the aggregate under severance or termination pay plans or policies, other than as required by Requirements of Law, (3) adopted any new or amended any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan or policy for the benefit of any director, officer or employee, other than (A) for new employees in the ordinary course of business, (B) as required by Requirements of Law, (C) amendments to bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation and employee benefit plans or policies which are applicable to all or a portion of the Company and the Subsidiaries and which do not in the aggregate increase amounts otherwise payable under such plans or policies and (D) any change generally applicable to Aon employees or any change in the ordinary course consistent with past compensation practices, (4) increased the compensation or benefits of any director or executive officer, other than in the ordinary course of business and other than pursuant to Requirements of Law or Company Employment Agreements or (5) waived or amended the terms of any non-competition or non-solicitation agreement with any employee;

(j)            made any change in or revoked any tax election or method of accounting for Tax purposes or entered into or amended any Tax sharing agreement or Tax indemnity;

(k)           made any change in any of the material accounting principles, practices, methods or policies (including but not limited to any reserving methods, practices or policies), except as may be required as a result of a change in Requirements of Law, GAAP or SAP; or

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(l)             made any change in their charters or by-laws or issued any capital stock (or securities exchangeable, convertible or exercisable for capital stock).

Section 5.7             Taxes .   Except as set forth in Schedule 5.7 : (i) each of the Company and the Subsidiaries has filed all material Tax Returns required to have been filed by the Company or such Subsidiary on or before the date hereof; (ii) all Taxes shown to be due on the Tax Returns referred to in clause (i) have been timely paid; (iii) neither the Company nor any of the Subsidiaries has waived in writing any statute of limitations in respect of Taxes of the Company or such Subsidiary which waiver is currently in effect; (iv) neither the Internal Revenue Service nor any other Tax authority is now asserting, or, to the Knowledge of Aon, threatening to assert any issues in connection with the examination of the Tax Returns referred to in clause (i); (v) all deficiencies asserted or assessments made as a result of any examination of the Tax Returns referred to in clause (i) by a taxing authority have been paid in full; (vi) there are no liens for Taxes upon the assets of the Company or any of the Subsidiaries except liens constituting Permitted Encumbrances; (vii) all Tax sharing arrangements and Tax indemnity arrangements relating to the Company (other than this Agreement) will terminate on or prior to the Closing Date and neither the Company nor any of the Subsidiaries will have any liability thereunder on or after the Closing Date; (viii) all material Taxes which the Company or any Subsidiary is required by law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority or have been accrued, reserved against and entered on the books of the Company or such Subsidiary; (ix) neither the Company nor any Subsidiary will, as a result of this Agreement, make or become obligated to make any “parachute payment” as defined in Section 280G of the Code; (x) Buyer will not be required to deduct or withhold any consideration or amount paid to Aon pursuant to Section 1445(a) of the Code in connection with this Agreement; (xi) the Company and the Subsidiaries have filed Tax Returns in each jurisdiction in which they are required to file a Tax Return and no claim has been asserted by any taxing authority that the Company or any of the Subsidiaries should have filed a Tax Return in any jurisdiction where the Company and the Subsidiaries have not filed a Tax Return; (xii) neither the Company nor any of the Subsidiaries has engaged in or been a party to or was a material adviser to any “listed transaction” or “reportable transaction” as defined in the Treasury Regulations Section 1.6011-4 or any corresponding provision of state, local or foreign tax law; (xiii) each insurance policy issued or sold before the Closing by the Company or a Subsidiary qualified at issuance, and at all times since, as a life insurance contract under the Code, including under Sections 101(f) and 7702 of the Code, if applicable to such policy; (xiv) the Company and the Subsidiaries have complied in all material respects with all relevant requirements of the Code and applicable state Tax laws relating to the insurance policies and contracts it issued or sold, including reporting and disclosure requirements; (xv) each life insurance policy which is a modified endowment contract under Section 7702A of the Code (a “ MEC ”) has been marketed as such at all relevant times or the policyholders otherwise have been notified of such MEC status; and (xvi) each of the Company and the domestic Subsidiaries is and will be on the Closing Date a member of the selling consolidated group (within the meaning of Section 338(h) of the Code) of which Aon is the common parent.  Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.7 shall cause Aon to be liable for any Taxes for which Aon is not expressly liable pursuant to Section 8.1 .

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Section 5.8             Governmental Permits .   Except as set forth in Schedule 5.8 , the Company and the Subsidiaries own, hold or possess all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from an Administrative Authority that are necessary to entitle them to own or lease, operate and use their assets and to carry on and conduct their business substantially as conducted immediately prior to the date of this Agreement (herein collectively called “ Governmental Permits ”), except for such Governmental Permits as to which the failure to so own, hold or possess would not reasonably be expected to have a Material Adverse Effect.  The Company and the Subsidiaries have complied in all material respects with all terms and conditions of the Governmental Permits.  To the Knowledge of Aon, there are no pending or threatened suits, proceedings or investigations with respect to the revocation, cancellation, suspension or non-renewal of any Governmental Permit.

Section 5.9             Real Property .   Schedule 5.9 contains a list of:  (i) each parcel of real property owned by the Company or a Subsidiary (the “ Owned Real Property ”); (ii) each option held by the Company or a Subsidiary to acquire any real property; and (iii) each lease or similar agreement under which the Company or any of the Subsidiaries is lessee of, or holds or operates, any real property owned by any third Person in excess of 4,000 square feet (the “ Leased Real Property ”).  The Company or a Subsidiary, as applicable, owns fee simple title to the Owned Real Property, subject only to the Owned Real Property Permitted Exceptions.  With respect to each parcel of Owned Real Property, since January 1, 2005, the Company or Subsidiary, as the case may be, that owns such Owned Real Property has not received any written notice with respect to:  (1) any claimed or actual violation, in any material respect, of any zoning, subdivision, building or health law, ordinance or rule that has not heretofore been corrected or dismissed; (2) any claim, advice or acknowledgment that such parcel of Owned Real Property is intended to be acquired by condemnation, eminent domain or similar process; or (3) any claim or attempt to take or retake such parcel of Owned Real Property pursuant to quiet title action, action for rescission or reversion or similar action whereby any Person is seeking ownership of such parcel of Owned Real Property. N

Section 5.10          Personal Property Leases .   Schedule 5.10 contains, as of the date of this Agreement, a list of each lease or other agreement or right under which the Company or any of the Subsidiaries is lessee of, or holds or operates, any machinery, equipment, vehicle or other tangible personal property owned by a third Person, except those which are terminable by the Company or such Subsidiary without penalty on 90 days’ or less notice or which provide for annual rental payments of less than $250,000.

Section 5.11          Intellectual Property and Computer Hardware .   (a)  Schedule 5.11(a)  contains a list of all Copyrights, Patent Rights and Trademarks owned by or licensed (and, if licensed, from whom if identification of the licensor is readily ascertainable from existing listings of licensed Copyrights, Patent Rights and Trademarks)  to the Company or the Subsidiaries which are material to the conduct of their business, as currently conducted.

(b)            Schedule 5.11(b)  contains a list of all Software owned by or licensed (and, if licensed, from whom if identification of the licensor is readily ascertainable from existing listings of Software licenses) to the Company or the Subsidiaries which is material to the conduct of their business, as currently conducted.

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(c)            Except as set forth in Schedule 5.11(c) , to the Knowledge of Aon, the Company and the Subsidiaries either:  (i) own the entire right, title and interest in and to the Copyrights, Patent Rights, Trademarks and Software listed in Schedules 5.11(a)  and 5.11(b) , free and clear of all Encumbrances; or (ii) have a valid contractual right or license to use the same in the conduct of their business for an annual license fee that does not exceed $175,000.

(d)            Except as set forth in Schedule 5.11(d) , to the Knowledge of Aon:  (i) all registrations for Copyrights, Patent Rights and Trademarks identified in Schedule 5.11(a)  are valid and in force, and all applications to register any unregistered Copyrights, Patent Rights and Trademarks so identified are pending and in good standing, all without challenge of any kind; (ii) the Copyrights, Patent Rights and Trademarks (other than with respect to pending applications) owned by the Company and the Subsidiaries are valid and in force; and (iii) the Company and the Subsidiaries have the right to bring actions for infringement or unauthorized use of the Copyrights, Patent Rights, Trademarks and Software owned by the Company and the Subsidiaries.

(e)            Except as set forth in Schedule 5.11(e) , (i) to the Knowledge of Aon, no infringement by the Company or any of the Subsidiaries of any Copyrights, Patent Rights and Trademarks of any other Person has occurred or resulted in any way from the conduct of their business between January 1, 2005 and the date hereof and (ii) no written notice of a claim of any infringement of any Intellectual Property of any other Person has been received by the Company or the Subsidiaries in respect of the conduct of their business between January 1, 2005 and the date hereof.

(f)             Except as set forth in Schedule 5.11(f) , as of the date hereof, no proceedings are pending or, to the Knowledge of Aon, threatened against the Company or the Subsidiaries which challenge the validity or ownership of any Copyright, Patent Right, or Trademark described in Schedule 5.11(a) .

(g)            Subsequent to the Closing and except as otherwise permitted hereunder or as provided under a Buyer Ancillary Agreement or Seller Ancillary Agreement or as otherwise may be contained in backup media maintained in the ordinary course of business, neither Aon nor its Affiliates will have access to computer or other electronic data primarily relating to the businesses conducted by the Company and the Subsidiaries.

(h)            All Computer Hardware owned or operated by the Company and the Subsidiaries is, in the aggregate, in good working order and condition.  The Company and the Subsidiaries maintain Computer Hardware back-up and recovery capabilities reasonably designed to ensure that a system problem does not impact customer facing capabilities or revenue streams.  The Company and the Subsidiaries maintain reasonable Computer Hardware and network security controls intended to safeguard each component of the Computer Hardware against the risk of business disruption arising from virus attacks, unauthorized activities of any employee or contractor, hackers or any other Person.

Section 5.12          Title to Tangible Property .   Except for assets disposed of in the ordinary course of business, the Company and the Subsidiaries have good and marketable title to each item of equipment and other tangible personal property reflected on the Balance Sheet as owned

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by the Company and the Subsidiaries, free and clear of all Encumbrances, except for Permitted Encumbrances.

Section 5.13          No Violation, Litigation or Regulatory Action .   Except as set forth in Schedule 5.13 :

(a)            the Company and the Subsidiaries have complied with all applicable Requirements of Law and Court Orders, other than those instances of noncompliance which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect;

(b)            as of the date hereof, (i) there are no actions, suits, proceedings or investigations pending or, to the Knowledge of Aon, threatened against the Company or any of the Subsidiaries which, individually or in the aggregate, are reasonably expected to have a Material Adverse Effect and (ii) without limiting the generality of the foregoing, neither the Company nor any Subsidiary has received any notice from any Administrative Authority since January 1, 2006 alleging any violation of any Requirements of Law or Court Orders which would reasonably be expected to have a Material Adverse Effect;

(c)            as of the date hereof, there is no action, suit, proceeding or investigation pending or, to the Knowledge of Aon, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements;

(d)            the Company and the Subsidiaries have collected, maintained, processed, transmitted and used data, at all times, in all material respects in accordance with the applicable Requirements of Law, including those affecting or relating to privacy and data protection, and the privacy rights of individuals to which the data pertain; and

(e)            neither the Company nor any of the Subsidiaries is subject to any outstanding judgment, award, order, injunction or decree or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any resolutions at the request of, any Administrative Authority that restricts in any material respect the conduct of its business as currently conducted (each, a “ Regulatory Agreement ”), nor has the Company or any of its Subsidiaries been advised in writing or, to the Knowledge of Aon, verbally since January 1, 2006 by any Administrative Authority that it is considering issuing or requesting any such Regulatory Agreement.

None of the representations and warranties contained in Sections 5.13(a)  or 5.13(b)  shall be deemed to relate to Tax matters (which are governed by Section 5.7 ), ERISA and employee benefits matters (which are governed by Section 5.16 ) or Environmental Matters (which are governed by Section 5.17 ).

Section 5.14          Contracts .   Except as set forth in Schedule 5.14 or any other Schedule hereto, as of the date of this Agreement, neither the Company nor any of the Subsidiaries is a party to or bound by:

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(a)            any contract for the purchase by the Company or such Subsidiary of supplies or equipment or services which the Company or such Subsidiary reasonably anticipates will involve the annual payment of more than $500,000 or $2,000,000 in the aggregate after the date hereof;

(b)            any contract for the sale by the Company or such Subsidiary of any services or products of their business which involved gross written premium and fees in fiscal 2006 of, or which is reasonably anticipated to involve in the year ending December 31, 2007, more than $2,000,000;

(c)            any loan agreements, promissory notes, indentures, bonds, security agreements, guarantees or obligations for borrowed money or other instruments involving indebtedness (excluding intercompany (i.e., solely between one or more of the Company or any Subsidiary) indebtedness and non-trade accounts);

(d)            any partnership, joint venture or other similar agreement or arrangement with any entity other than the Company or one of the Subsidiaries;

(e)            any agreement containing any covenant or provision prohibiting the Company or such Subsidiary from engaging in any line or type of business, in each case excluding agreements that would not bind the Companies or the Subsidiaries following the Closing;

(f)             any reinsurance, retrocessional or similar agreement;

(g)            any agreement with Aon or any Affiliate of Aon (other than the Company or a Subsidiary) that (i) contains obligations that extend beyond the Closing and (ii) is not terminable by Buyer or its Affiliates after the Closing upon not greater than 30 days’ notice and without payment or penalty;

(h)            any agreement for the employment of any individual (excluding agents) on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $175,000 or providing severance benefits;

(i)             any agreement under which any of the Company or a Subsidiary has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business;

(j)             any agreement providing for (A) the acquisition of any interest in another entity (whether by purchase of assets, purchase of stock, merger, consolidation, recapitalization, share exchange or otherwise) or (B) the sale or other divestiture of any part of the business of the Company or a Subsidiary (whether by sale of assets, sale of stock, merger, consolidation, recapitalization, share exchange or otherwise), other than, in the case of clause (A) or (B), this Agreement and agreements relating to the acquisition or disposition of investment assets in the ordinary course;

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(k)            any agreement relating to the maintenance and/or development of and/or consulting services with respect to Software that involves the payment of $175,000 or more in any calendar year (commencing with 2008); or

(l)             any agreement relating to maintenance with respect to the Computer Hardware that involves the payment of $175,000 or more in any calendar year (commencing with 2008).

Section 5.15          Status of Contracts .   Except as set forth in Schedule 5.15 or in any other Schedule hereto, (i) each of the leases, contracts, licenses and other agreements listed in Schedules 5.9 , 5.10 , 5.11(c) , 5.14 and 5.18 (collectively, the “ Business Agreements ”) is in full force and effect and is a legal, valid and binding contract or agreement of the Company or the Subsidiary party thereto, and, to the Knowledge of Aon, the other parties thereto, (ii) there is no material default or breach by the Company or the Subsidiary party thereto, or, to the Knowledge of Aon, any other party, in the timely performance of any obligation to be performed or paid thereunder or any other material provision thereof, and (iii) to the Knowledge of Aon, no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration thereunder, except in each case where such failures to be legal, valid and binding and in full force and effect and defaults and breaches would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Except as set forth in Schedule 5.15(b) , no consent is required from any Person under any Business Agreements in order to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 5.15(c) , no Business Agreement contains any provision that would allow the other party or parties thereto to terminate such Business Agreement or change any of the terms thereof as a result of the transactions contemplated hereby.  Aon has made available to Buyer a true and correct copy of each Business Agreement.

Section 5.16          ERISA .   (a)  Welfare Plans and Pension Plans .  Each Welfare Plan and Pension Plan in which employees of the Company or a Subsidiary located in the U.S. participate is listed in Schedule 5.16 (a)  (each, a “ Company Plan ”), and Aon has made available to Buyer either a true and correct copy of each such plan or a summary plan description used in connection with such plan.  With respect to each Welfare Plan and Pension Plan in which employees of the Company or a Subsidiary participate, (i) such plan has been maintained and operated in material compliance with the applicable requirements of the Code, ERISA, the regulations issued thereunder and any other Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Company exist with respect to any such plan (other than claims for benefits in the normal course of business) which would reasonably be expected to result in a material liability to the Company or any Subsidiary.  The Company and the Subsidiaries do not have, and have never had, any obligation to contribute to any Multiemployer Plan or union-sponsored welfare fund with respect to its employees located in the U.S.  None of the Company, the Subsidiaries or any of their ERISA Affiliates has incurred or would reasonably be expected to incur any material liability under or pursuant to Title IV of ERISA with respect to its employees located in the U.S. Each Company Plan and each Company Employment Agreement that is subject to Section 409A of the Code has been operated in compliance, in all material respects, with Section 409A of the Code.

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(b)            Other Material Employee Benefits .  Any material employee benefits for employees located in the United States (other than those provided through the Welfare Plans and Pension Plans listed in Schedule 5.16(a) ) which are in effect on the Closing Date and as to which the Company or a Subsidiary has or may have in the future any liability (other than regular wages or salary), such as any bonus, incentive or annual profit sharing programs, any fringe benefits described in Section 132 of the Code, any educational assistance plans under Section 127 of the Code and any dependent care assistance plans under Section 129 of the Code, are listed in Schedule 5.16(b) , and any written description of any such employee benefit has been made available to Buyer by Aon.  Each such plan or program (i) has been maintained and operated in material compliance with the applicable requirements of the Code, ERISA, the regulations issued thereunder and any other Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Company exist with respect to any such plan or program (other than claims for benefits in the normal course of business) which would reasonably be expected to result in a material liability to the Company or any Subsidiary.  Schedule 5.16(b)  identifies each such material employee benefit that is sponsored or maintained by the Company or a Subsidiary for employees in the United States.

(c)            International Employee Benefit Plans .  Each Welfare Plan providing post-retirement medical benefits in which employees of the Company employed at locations outside of the United States participate, each funded Pension Plan in which employees of the Company employed at locations outside of the United States participate and each other material Pension Plan (excluding Pension Plans mandated by Requirements of Law) in which employees of the Company employed at locations outside of the United States participate is listed in Schedule 5.16(c)  (each, an “ International Benefit Plan ”), and Aon has made available to Buyer a true and correct copy of each such plan.  Each International Benefit Plan (i) has been maintained and operated in material compliance with the applicable Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Company exist with respect to any such International Benefit Plan (other than claims for benefits in the normal course of business) which would reasonably be expected to result in a material liability to the Company or any Subsidiary.

Section 5.17          Environmental Matters .   Except as set forth in Schedule 5.17 ,

(a)            the Company and the Subsidiaries are in compliance in all material respects with applicable Environmental Laws;

(b)            neither the Company nor any of the Subsidiaries is subject to any judicial or administrative proceedings, orders, judgments, decrees or settlements alleging or addressing a violation of or liability under any Environmental Law, which proceedings, orders, judgments, decrees or settlements would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(c)            since January 1, 2004, neither the Company nor any of the Subsidiaries has received any written notice or claim to the effect that it is in violation of any applicable Environmental Law or is or may be liable to any Person (including any Administrative Authority) as a result of the Release of a Hazardous Material, in either case which notice or claim would reasonably be expected to have a Material Adverse Effect;

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(d)            Aon has made available to Buyer copies of all environmental reports, studies, assessments and sampling data (other than routine environmental data or correspondence generated on a day-to-day basis) in its possession prepared since January 1, 2005 and relating to the Owned Real Property or Leased Real Property; and

(e)            neither the Company nor any Subsidiary has Released any Hazardous Materials on any Owned Real Property or Leased Real Property that, to the Knowledge of Aon, is subject to environmental investigation or remediation or is reasonably likely to result in a claim against any of the Company or any of the Subsidiaries, which Release would reasonably be expected to have a Material Adverse Effect.

The representations and warranties set forth in this Section 5.17 are Aon’s sole and exclusive representations regarding Environmental Matters.

Section 5.18          Employee Relations and Agreements .   (a)  Schedule 5.18 contains a true and complete listing of each employee of the Company and the Subsidiaries whose base compensation exceeded $175,000 during the twelve months ended December 31, 2006, along with their base compensation during such period.  Since the Balance Sheet Date, except as disclosed on Schedule 5.18 or as has occurred in the ordinary course of business and consistent as to timing and amount with past practices, neither the Company nor any Subsidiary has:  (i) materially increased the cash compensation payable or to become payable to or for the benefit of any of its employees; (ii) provided any of its employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any of its employees upon the termination of such persons’ employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of its employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement.

(b)            Except as set forth in Schedule 5.18 , neither the Company nor any of the Subsidiaries is a party to any labor contract or collective bargaining agreement.

(c)            Except as set forth in Schedule 5.18 , no union or similar organization represents employees of the Company or the Subsidiaries and, to the Knowledge of Aon, as of the date hereof, no such organization is attempting to organize such employees.

(d)            Except as set forth in Schedule 5.18 , the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event, (i) entitle any director, officer or employee of any of the Company or a Subsidiary to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation or benefits due any director, officer or employee of any of the Company or a Subsidiary (excluding, in the case of clause (i) or (ii), any agreements or arrangements that do not involve payments or obligations by the Company or the Subsidiaries).

(e)            Schedule 5.18 sets forth all individual employment, termination, retention, severance or other similar contracts or agreements with any current or former employee of the

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Company under which the Company or the Subsidiaries will have obligations following the Closing (each a “ Company Employment Agreement ”).

Section 5.19          No Undisclosed Liabilities .   Except for (i) liabilities and obligations set forth in Schedule 5.19 or reflected on the Balance Sheet, the Financial Statements or the Statutory Statements, (ii) liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice of the Company and the Subsidiaries (including policyholder benefits or other insurance policy liabilities), (iii) liabilities and obligations not required by GAAP or SAP to be reflected in the Balance Sheet, the Financial Statements or the Statutory Statements and (iv) liabilities and obligations which would not reasonably be expected to have a Material Adverse Effect, as of the date hereof neither the Company nor any of the Subsidiaries had any liability, whether contingent, accrued or otherwise, required by GAAP or SAP, as applicable and as in effect on the date hereof, to be reflected on a balance sheet.

Section 5.20          Sufficiency of Assets .   Except as set forth in Schedule 5.20 , to the Knowledge of Aon, the assets and properties of the Company and the Subsidiaries constitute all of the assets and properties reasonably necessary to operate the business of the Company and the Subsidiaries as heretofore conducted by the Company and the Subsidiaries, other than (i) assets that, individually and in the aggregate, are not material to such business and (ii) assets and properties being provided pursuant to the Aon Transition Services Agreement.  Nothing in this Section 5.20 constitutes a representation or warranty with respect to title or the condition of any assets or properties (whether real or personal, tangible or intangible, owned, leased or held under license), any and all representations or warranties with respect to which are set forth in other sections of this Article V .

Section 5.21          Insurance .   Aon currently maintains policies covering the Company and the Subsidiaries in respect of fire and extended coverage and casualty, liability and other forms of insurance in such amounts and against such risks and losses, and including such levels of self-insured retention, as are in its judgment prudent and shall use reasonable efforts to keep such insurance or comparable insurance in full force and effect through the Closing Date.

Section 5.22          Regulatory Filings .   (a) Aon has heretofore made available for inspection by Buyer (i) each annual or quarterly statement filed with or submitted to any insurance regulatory authorities by any of the Underwriting Companies required to make such filings since December 31, 2005 (collectively, the “ Statutory Statements ”) and (ii) any material reports of examination of any of the Underwriting Companies required to make such a report, issued by any insurance regulatory authority, in any case, since December 31, 2005.  Each of the Underwriting Companies has filed or submitted on a timely basis all Statutory Statements required to be filed with or submitted to the applicable Administrative Authorities in its respective state of domicile and of any state where it is licensed or from which it has received a Governmental Permit.  The Statutory Statements present fairly in accordance with SAP, in all material respects, the financial conditions and results of operations of the Underwriting Companies as of and for the periods therein specified (except as may be indicated therein or in the notes, exhibits or schedules thereto).  No material deficiencies have been asserted in writing by any Administrative Authority with respect to any Statutory Statement which has not been

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cured, waived or otherwise resolved to the material satisfaction of such Administrative Authority.

(b)            The reserves and other liability amounts established or reflected on each Statutory Statement, including reserve and other liability amounts in respect of insurance policies (i) were determined in accordance with U.S. generally accepted actuarial standards applied on a consistent basis for the periods presented and based on reasonable actuarial assumptions and (ii) are in compliance in all material respects with the requirements of applicable Requirements of Law.

(c)            To the Knowledge of Aon, the Company and the Subsidiaries maintain internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Company and the Subsidiaries and to maintain accountability for the Company’s and the Subsidiaries’ consolidated assets, (iii) access to the Company’s and the Subsidiaries’ assets is permitted only in accordance with management’s authorization and (iv) the reporting of the Company’s and the Subsidiaries’ assets is compared with existing assets at regular intervals.

Section 5.23          Insurance Contracts .   (a) Except as set forth in Schedule 5.23 , all insurance policy forms issued by the Underwriting Companies (“ Insurance Contracts ”) are, to the extent required by Requirements of Law, on forms approved by all applicable Administrative Authorities or filed with and not objected to by such Administrative Authorities within the period provided by Requirements of Law for objection, subject to such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Except as indicated in Schedule 5.23 , all such forms comply in all material respects with Requirements of Law.  All premium rates of the Underwriting Companies (including rates with respect to Insurance Contracts) that are required to be filed with or approved by any insurance regulatory authorities have been so filed or approved and the premiums charged conform thereto, and such premiums comply with all applicable anti-discrimination laws, federal or state, and all applicable insurance laws, except for any failure to be so filed or approved or to so comply would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(b)            Except as set forth in Schedule 5.23 or except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Underwriting Companies have marketed, sold and issued the Insurance Contracts in compliance with all Requirements of Law relating to (i) suitability of sales and replacement of policies, (ii) the disclosure of the nature of insurance products as policies of insurance, (iii) the use of unfair methods of comp