- Filing of certain prospectuses and communications in connection with business combination transactions (425)
August 12 2010 - 8:57AM
Edgar (US Regulatory)
Filed by Aon
Corporation
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Hewitt Associates, Inc.
Commission File No.: 001-31351
Commission File No. for Registration Statement
on Form S-4: 333-168320
This correspondence was
distributed by Aon Corporation to its Aon Global colleagues and by Hewitt
Associates, Inc. to its associates on August 12, 2010.
To:
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Aon Global and Hewitt Associates
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From:
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Russ Fradin and Greg Besio
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Date:
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August 12, 2010
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Re:
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Aon Hewitt Integration Update:
Integration Portal and Working Team Leaders
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As we communicated last week to
Hewitt and Aon Consulting team members, our integration planning effort is off
to a great start. We are extremely excited about the potential of Aon Hewitt,
and the expanded opportunities we will bring to our clients, our colleagues,
and our shareholders. As part of our promise to keep you informed throughout
the process, we have launched a shared portal for all Aon Consulting and Hewitt
associates. Visit the portal regularly for the latest news on the integration
effort, to learn more about both firms and our respective capabilities, and to
get answers to a number of important questions you have raised. You can find a
link to the portal from the Knowledge Exchange at Aon and The Source at Hewitt.
We have launched a three-tiered
integration governance structure to achieve a quick and effective integration.
Our goal is to maximize our collective strengths and minimize disruption to our
respective businesses. The Integration Leadership Team (ILT) provides overall
direction and confirms key decisions. The Integration Program Office (IPO)
manages the planning process and ensures the teams have the information and
support they need. Finally, the Integration Working Teams (IWT), co-led by Aon
and Hewitt leaders, are responsible for developing the detailed integration
work plans to manage all of the decisions that will allow a smooth transition to
a combined business once the merger closes.
Today we are announcing the leaders
for the working teams across each of the businesses and the functional support
areas. Please keep in mind that these are integration planning teams and should
not be interpreted as leadership appointments or an implied structure for the
combined organization. These integration team leaders are on point to
coordinate planning and facilitate decision-making with leaders in their
respective areas. As you would expect with large global firms our size, there
is much work to be done, and many more team members will be asked to support
various integration activities. Most importantly, we are relying on the vast
majority of our colleagues to continue delivering great service for their
clients and great results for our respective firms between now and the close.
Now that our teams are up and
running, it is very important that all integration activities be directed by
these leaders. We know that you are anxious to help and participate in the
process, but we must adhere to strict compliance requirements until the
transaction is closed. Please do not respond to requests for data or agree to
meetings on integration topics unless directed by the appropriate IWT leaders.
If you have any questions about what is allowed, ask your leaders or contact
Dan VanderWoude (Aon Global Strategy) or Kathleen Carroll (Hewitt Corporate
Development & Strategy) for guidance.
We would like to extend a sincere
thank you to these leaders who are taking on these roles in addition to their
existing responsibilities. And a special thanks to all of our associates around
the world for staying focused on delivering on our commitments to our clients,
our colleagues, and our shareholders.
Best,
Consulting
Working Teams
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Business
Leaders
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Working
Team Leaders
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Aon
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Hewitt
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Aon
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Hewitt
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Consulting
Integration Leadership
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Bal Dail
Kathryn Hayley
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Yvan Legris
Eric Fiedler
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Arvind Ramakrishnan
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Vince Coppola, Joe Tautges
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Workstream
Leaders
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Aon
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Hewitt
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Consulting Strategy
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Arvind Ramakrishnan
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Jay Godla
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Strategy
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Lisa Caldwell, Cecil Hemingway,
John Zern, Cindy Keaveney
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Jay Godla, Mary Moreland, Ken
Sperling, Joanne Dahm
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United States
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Revenue
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Chris Michalak
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Lana Hillebrand
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Cost
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Lisa Caldwell, Cecil Hemingway,
John Zern, Cindy Keaveney
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Mary Moreland, Ken Sperling,
Joanne Dahm
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Strategy
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Eric Laberge
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Sarah Beech
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Revenue
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Marilynne Madigan
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Anthony Perlman
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Canada
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Ben Admin
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Eric Laberge
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Shauna Cooper
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Cost
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Lisa Caldwell
Eric Laberge
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Sarah Beech
Andrew Butler
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Strategy
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Alistair Connell
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Andy Cox, Kevin Wesbroom
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United Kingdom
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Ben Admin
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Stuart Heatley
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Derek Morgan
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& Ireland
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Revenue
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Alistair Connell
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Mike Young
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Cost
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Paul Bradley
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Andy Cox
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Strategy
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Piyush Chaudhari
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Laurent Termignon
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EMEA
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Revenue
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John Machon
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Petra Slater
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Cost
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James White
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Nick Hardman
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Strategy
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Edouard Merette
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Smita Anand
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Asia Pacific
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Revenue
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Anand Shankar
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Sushant Upadhyay
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Cost
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Edouard Merette
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Smita Anand
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Latin America
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Strategy
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Mary Jimenez
Lisa Caldwell
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Thierry de Beyssac
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Revenue
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Mary Jimenez
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Thierry de Beyssac
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John Zern
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Cost
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Mary Jimenez
Lisa Caldwell
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Thierry de Beyssac
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Strategy
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Brian Dunn, Peter Kuels
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Shekhar Purohit, Joanne Dahm,
Andrew Udale
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Global Comp*
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Revenue
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Brian Dunn, Linda Amuso
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Shekhar Purohit, Joanne Dahm,
Andrew Udale
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Cost
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Brian Dunn, Michael Burke
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Shekhar Purohit, Joanne Dahm,
Andrew Udale
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Strategy
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Piyush Chaudhari
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Ian Hinton
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Global Benefits*
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Revenue
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Mark Sullivan
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Brian Makuck
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Cost
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Francois Choquette
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Ian Hinton
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*We will address other
practice-level planning within the working teams above and form other global
practice workstreams if needed.
Benefits
Administration Working Teams
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Business
Leaders
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Working
Team Leaders
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Aon
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Hewitt
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Aon
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Hewitt
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Benefits
Administration Integration Leadership
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Kathryn Hayley
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Kristi Savacool
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Arvind Ramakrishnan
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Matt Mann
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Workstream
Leaders
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Aon
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Hewitt
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Strategy
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Arvind Ramakrishnan
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Todd Babbitz
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U.S. Large
Market
Businesses
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Ken Haderer, Lisa Caldwell
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Maureen Scholl, Regina Brab
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U.S. Mid Market
Businesses
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Ken Haderer, Lisa Caldwell
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Craig Maloney
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Canada Operations
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Eric Laberge
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Shauna Cooper
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UK Operations
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Stuart Heatley
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Derek Morgan
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LATAM Operations
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Mary Jimenez Olariago
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Cheryl Fitch
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India Operations
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James White
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Troy Mills, Arjun Singh
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Domain Leadership
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Shaka Maharajh
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Brad Anderson
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Implementations
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Kevin Kornoelje
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Greg Haecker
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Customer Service
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Kevin Kornoelje
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Brad Anderson
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Operations &
Quality
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James White
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Blythe Kazmierczak
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Point Solutions
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Ken Haderer
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Mike Rogalski
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HR Business
Process Outsourcing (HR BPO) Working Teams
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Business
Leaders
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Working
Team Leaders
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Aon
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Hewitt
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Aon
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Hewitt
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HR BPO
Integration Leadership
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Kathryn Hayley
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Jim Konieczny
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Bob Lopes
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Brad Nunemaker
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Workstream Leaders
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Aon
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Hewitt
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Recruitment
Process Outsourcing
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Kathryn Hayley
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Jim Konieczny
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Functional Area
Working Teams
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Working
Team Leaders
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Aon
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Hewitt
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Sales &
Accounts
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Kathryn Hayley, Baljit Dail,
Chris Michalak
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Mike Wright, Richele Soja,
Eric Watkins
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Marketing &
Comms
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Lisa Kaplan
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Julie Macdonald
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Tax
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TBD/ Scott Ordway
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Gene McCluskey
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HR
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Neela Seenandan
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Tracy Keogh
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Finance
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Scott Ordway
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Joe Tautges
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IT
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Ash Patel
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David Baruch
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Real Estate
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Roy Keller
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Betsy Hagan
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Legal
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Peter Lieb
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Mark Sproat
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Security Risk
Management
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Greg Besio
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Brian Ivie
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Global Sourcing
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Lewis Love
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Arjun Singh
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Third Party
Vendors
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Lewis Love
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Mark Power
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Integration
Communications
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Todd Connor
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Julie Macdonald
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Safe Harbor Statement
This communication contains certain
statements related to future results, or states our intentions, beliefs and
expectations or predictions for the future which are forward-looking statements
as that term is defined in the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from either
historical or anticipated results depending on a variety of factors. Potential
factors that could impact results include: the possibility that the expected
efficiencies and cost savings from the proposed transaction will not be
realized, or will not be realized within the expected time period; the ability
to obtain governmental approvals of the merger on the proposed terms and
schedule contemplated by the parties; the failure of stockholders of Hewitt
Associates, Inc. (Hewitt) to approve the proposal to adopt the merger
agreement; the failure of the stockholders of Aon Corporation (Aon) to
approve the proposal to approve the issuance of shares of Aon common stock to
Hewitt stockholders in the merger; the loss of key Aon or Hewitt employees following
the merger; the risk that the Aon and Hewitt businesses will not be integrated
successfully; disruption from the proposed transaction making it more difficult
to maintain business and operational relationships with customers, partners and
others; the possibility that the proposed transaction does not close,
including, but not limited to, due to the failure to satisfy the closing
conditions; general economic conditions in different countries in which Aon and
Hewitt do business around the world; changes in global equity and fixed income
markets that could affect the return on invested assets; fluctuations in
exchange and interest rates that could impact revenue and expense; rating
agency actions that could affect Aons ability to borrow funds; changes in the
funding status of Aons various defined benefit pension plans and the impact of
any increased pension funding resulting from those changes; Aons ability to
implement restructuring initiatives and other initiatives intended to yield
cost savings, and the ability to achieve those cost savings; the impact on risk
and insurance services commission revenues of changes in the availability of,
and the premium insurance carriers charge for, insurance and reinsurance
products, including the impact on premium rates and market capacity
attributable to catastrophic events; the outcome of inquiries from regulators
and investigations related to compliance with the U.S. Foreign Corrupt
Practices Act and non-U.S. anti-corruption laws; the impact of investigations brought
by U.S. state attorneys general, U.S. state insurance regulators, U.S. federal
prosecutors, U.S. federal regulators, and regulatory authorities in the U.K.
and other countries; the impact of class actions and individual lawsuits
including client class actions, securities class actions, derivative actions
and ERISA class actions; the cost of resolution of other contingent liabilities
and loss contingencies, including potential liabilities arising from error and
omissions claims against Aon or Hewitt; the extent to which Aon and Hewitt
retain existing clients and attract new businesses; the extent to which Aon and
Hewitt manage certain risks created in connection with the various services,
including fiduciary and advisory services, among others, that Aon and Hewitt
currently provide, or will provide in the future, to clients; the impact of,
and potential challenges in complying with, legislation and regulation in the
jurisdictions in which Aon and Hewitt operate, particularly given the global
scope of Aons and Hewitts businesses and the possibility of conflicting
regulatory requirements across jurisdictions in which Aon and Hewitt do
business; and the ability to realize the anticipated benefits to Aon of the
Benfield merger. Further information concerning Aon, Hewitt, and their
business, including factors that potentially could materially affect Aons and
Hewitts financial results, is contained in Aons and Hewitts filings with the
Securities and Exchange Commission (the SEC). See Aons and Hewitts
Annual Reports on Form 10-K and Annual Reports to Stockholders for the
fiscal years ended December 31, 2009 and September 30, 2009,
respectively, and other public filings with the SEC for a further discussion of
these and other risks and uncertainties applicable to our businesses. Neither
Aon nor Hewitt undertakes, and each of them expressly disclaims, any duty to
update any forward-looking statement whether as a result of new information,
future events or changes in their respective expectations, except as required
by law.
Additional Information
This communication does not
constitute an offer to sell or the solicitation of an offer to buy our
securities or the solicitation of any vote or approval. This
communication is being made in respect of the proposed transaction involving
Aon and Hewitt. In connection with the proposed merger, Aon filed with
the SEC a
registration statement on Form S-4
that included a preliminary joint proxy statement of Aon and Hewitt that also
constitutes a preliminary prospectus of Aon, and each of the companies may be
filing with the SEC other documents regarding the proposed transaction. At the
appropriate time, Aon and Hewitt will mail the definitive joint proxy
statement/prospectus regarding the proposed merger to their respective
stockholders. Before making any voting or investment decision, investors and
stockholders are urged to read carefully in their entirety the definitive joint
proxy statement/prospectus regarding the proposed transaction and any other
relevant documents filed by either Aon or Hewitt with the SEC when they become
available because they will contain important information about the proposed
transaction. You may obtain copies of all documents filed with the SEC
regarding this transaction, free of charge, at the SECs website (www.sec.gov),
by accessing Aons website at www.aon.com under the heading Investor Relations
and then under the link SEC Filings and from Aon by directing a request to
Aon at Aon Corporation, 200 E. Randolph Street, Chicago, Illinois 60601,
Attention: Investor Relations, and by accessing Hewitts website at
www.hewitt.com under the heading Investor Relations and then under the link Reports &
SEC Filings and from Hewitt by directing a request to Hewitt at Hewitt
Associates, Inc., 100 Half Day Road, Lincolnshire, Illinois 60069,
Attention: Investor Relations.
Aon and Hewitt and their respective
directors and executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. You can find information about Aons
directors and executive officers in its definitive proxy statement filed with
the SEC on April 7, 2010. You can find information about Hewitts
directors and executive officers in its definitive proxy statement filed with
the SEC on December 16, 2009. Other information regarding the participants
in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the joint
proxy statement/prospectus and other relevant materials to be filed with the
SEC when they become available. You can obtain free copies of these documents
from Aon and Hewitt using the contact information above.
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