Common use of SIGNED Clause in Contracts

SIGNED. (Sign exactly as name appears on the other side of this Debenture) Signature Guarantee*: * The Holder’s signature must be guaranteed by a member firm of a registered national securities exchange or of the Investment Dealers Association of Canada, a Canadian chartered bank or a federally-regulated trust company. THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Aon Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”), hereby unconditionally and irrevocably guarantees (the “Guarantee”) to Computershare Trust Company of Canada, as trustee (including any successor pursuant to the terms of the Indenture (as defined below), the “Trustee”) for itself and on behalf of the holders (the “Holders”) of the debentures (the “Debentures”) issued by Aon Finance N.S. 1, ULC, a Nova Scotia unlimited company (the “Company”), under the terms of the Indenture dated April 12, 2006 (as the same may be amended or supplemented in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantor and the Trustee, the due and punctual payment by the Company of all amounts payable by the Company under the Debentures and the Indenture, when and as the same shall become due and payable, pursuant to the provisions set out in the Debentures and the Indenture. In case of the failure of the Company punctually to make any such payment or performance, the Guarantor hereby agrees to make such payment or such performance, or cause such payment or performance to be made, promptly upon demand; such demand must be made by a Holder or by the Trustee on behalf of all Holders by the giving of written notice of such demand to the Guarantor at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chicago, Illinois 60601, Attention: Treasurer; provided, however, that delay in making such demand shall in no event affect the Guarantor’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Holders upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the invalidity, regularity or enforceability of the Debentures or the Indenture or any of the terms thereof; the absence of any action to enforce the same; any waiver or consent by the Holders concerning any provisions thereof; the rendering of any judgment against the Company or any action to enforce the same; any amendment, supplement, renewal, replacement or refinancing of the Debentures or the Indenture or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Guarantor covenants that this Guarantee will not be discharged except by complete payment of the amounts payable under the Debentures and the Indenture. This Guarantee shall continue to be effective if the Company merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. The Guarantor hereby waives the benefits of diligence, presentment, protest, notice of protest, acceleration and dishonor, filing of claims with any court in the event of insolvency or bankruptcy of the Company, all demands whatsoever, except as noted in the first paragraph of this Guarantee, and any right to require a proceeding first against the Company or to claim any right of set-off. The Guarantor hereby certifies and warrants that this Guarantee constitutes the valid obligation of the Guarantor and complies with all applicable laws. The Guarantor shall be subrogated to all of the rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such rights of subrogation until the principal of and premium, if any, and interest, if any, on, all Debentures issued under the Indenture shall have been paid in full. The obligations of the Guarantor under this Guarantee are unconditional and irrevocable obligations of the Guarantor ranking pari passu with all other present and future unsecured and unsubordinated obligations of the Guarantor. This Guarantee shall not be valid or become obligatory for any purpose with respect to any Debenture until such Debenture shall have been authenticated on behalf of the Trustee as provided in the Indenture. This Guarantee shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Indenture.

SIGNED. (Sign exactly as your name appears on the other side of this DebentureSecurity) Signature Guarantee*: * ------------------------------------------------------------ TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The Holder’s signature must be guaranteed by undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a member firm "qualified institutional buyer" within the meaning of a registered national securities exchange or of the Investment Dealers Association of Canada, a Canadian chartered bank or a federally-regulated trust company. THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Aon Corporation, a corporation duly organized and existing Rule 144A under the laws Securities Act of 1933 and is aware that the State sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: --------------------- ------------------------------------------------- Notice: to be executed by an executive officer*** ---------- *** These paragraphs should be included only if the Security is a Transfer Restricted Security. A-15 FORM OF REGULATION S LETTER TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S [ ], [ ] The Bank of Delaware (the “Guarantor”), hereby unconditionally and irrevocably guarantees (the “Guarantee”) to Computershare Trust Company of CanadaNew York, as trustee (including any successor pursuant to the terms of the Indenture (as defined below), the “Trustee”) for itself and on behalf of the holders (the “Holders”) of the debentures (the “Debentures”) issued by Aon Finance N.S. 1, ULC, a Nova Scotia unlimited company (the “Company”), under the terms of the Indenture dated April 12, 2006 (as the same may be amended or supplemented in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantor and the Trustee, the due and punctual payment by the Company of all amounts payable by the Company under the Debentures and the Indenture, when and as the same shall become due and payable, pursuant to the provisions set out in the Debentures and the Indenture. In case of the failure of the Company punctually to make any such payment or performance, the Guarantor hereby agrees to make such payment or such performance, or cause such payment or performance to be made, promptly upon demand; such demand must be made by a Holder or by the Trustee on behalf of all Holders by the giving of written notice of such demand to the Guarantor at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ChicagoFloor 8 New York, Illinois 60601, New York 10286 Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Treasurer; provided, however, that delay in making such demand shall in no event affect the Guarantor’s obligations under this Guarantee. This Guarantee shall remain in full force Corporate Trust Administration Re: 8 7/8% Series A Notes due 2010 of ANR Pipeline Company Ladies and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Holders upon the insolvency, bankruptcy or reorganization Gentlemen: In connection with our proposed sale of $[ ] principal amount of the Company or otherwiseabove referenced Securities (the "Securities"), all as though we confirm that such payment had not sale has been made. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the invalidity, regularity or enforceability of the Debentures or the Indenture or any of the terms thereof; the absence of any action effected pursuant to enforce the same; any waiver or consent by the Holders concerning any provisions thereof; the rendering of any judgment against the Company or any action to enforce the same; any amendment, supplement, renewal, replacement or refinancing of the Debentures or the Indenture or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Guarantor covenants that this Guarantee will not be discharged except by complete payment of the amounts payable and in accordance with Regulation S under the Debentures and Securities Act of 1933, as amended (the Indenture. This Guarantee shall continue to be effective if the Company merges or consolidates with or into another entity"Securities Act"), loses its separate legal identity or ceases to exist. The Guarantor hereby waives the benefits of diligenceand, presentmentaccordingly, protest, notice of protest, acceleration and dishonor, filing of claims with any court in the event of insolvency or bankruptcy of the Company, all demands whatsoever, except as noted in the first paragraph of this Guarantee, and any right to require a proceeding first against the Company or to claim any right of set-off. The Guarantor hereby certifies and warrants that this Guarantee constitutes the valid obligation of the Guarantor and complies with all applicable laws. The Guarantor shall be subrogated to all of the rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such rights of subrogation until the principal of and premium, if any, and interest, if any, on, all Debentures issued under the Indenture shall have been paid in full. The obligations of the Guarantor under this Guarantee are unconditional and irrevocable obligations of the Guarantor ranking pari passu with all other present and future unsecured and unsubordinated obligations of the Guarantor. This Guarantee shall not be valid or become obligatory for any purpose with respect to any Debenture until such Debenture shall have been authenticated on behalf of the Trustee as provided in the Indenture. This Guarantee shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Indenture.we represent that:

SIGNED. (Sign exactly as your name appears on the other side of this DebentureSecurity) Signature Guarantee*: * ------------------------------------------------------------ TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The Holder’s signature must be guaranteed by undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a member firm "qualified institutional buyer" within the meaning of a registered national securities exchange or of the Investment Dealers Association of Canada, a Canadian chartered bank or a federally-regulated trust company. THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Aon Corporation, a corporation duly organized and existing Rule 144A under the laws Securities Act of 1933 and is aware that the State of Delaware (sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the “Guarantor”)Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ----------------------------------------------- ----------------------------------------------------- Notice: to be executed by an executive officer*** ---------- ***These paragraphs should be included only if the Security is a Transfer Restricted Security. 49 FORM OF REGULATION S LETTER TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S ------------------, hereby unconditionally and irrevocably guarantees (the “Guarantee”) to Computershare Trust Company of Canada---- Citibank, N.A., as trustee Trustee. 111 Wall Street, 14th Floor New York, New York 10005 Telecopier No.: (including any successor pursuant to the terms of the Indenture (as defined below), the “Trustee”▇▇▇) for itself and on behalf of the holders (the “Holders”) of the debentures (the “Debentures”) issued by Aon Finance N.S. 1, ULC, a Nova Scotia unlimited company (the “Company”), under the terms of the Indenture dated April 12, 2006 (as the same may be amended or supplemented in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantor and the Trustee, the due and punctual payment by the Company of all amounts payable by the Company under the Debentures and the Indenture, when and as the same shall become due and payable, pursuant to the provisions set out in the Debentures and the Indenture. In case of the failure of the Company punctually to make any such payment or performance, the Guarantor hereby agrees to make such payment or such performance, or cause such payment or performance to be made, promptly upon demand; such demand must be made by a Holder or by the Trustee on behalf of all Holders by the giving of written notice of such demand to the Guarantor at ▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Re: 8-7/8% ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ due July 15, Chicago, Illinois 60601, Attention2012 of Transcontinental Gas Pipe Line Corporation. Gentlemen: Treasurer; provided, however, that delay in making such demand shall in no event affect the Guarantor’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Holders upon the insolvency, bankruptcy or reorganization In connection with our proposed sale of $________________ principal amount of the Company or otherwiseabove referenced Securities (the "Securities"), all as though we confirm that such payment had not sale has been made. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the invalidity, regularity or enforceability of the Debentures or the Indenture or any of the terms thereof; the absence of any action effected pursuant to enforce the same; any waiver or consent by the Holders concerning any provisions thereof; the rendering of any judgment against the Company or any action to enforce the same; any amendment, supplement, renewal, replacement or refinancing of the Debentures or the Indenture or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Guarantor covenants that this Guarantee will not be discharged except by complete payment of the amounts payable and in accordance with Regulation S under the Debentures and Securities Act of 1933, as amended (the Indenture. This Guarantee shall continue to be effective if the Company merges or consolidates with or into another entity"Securities Act"), loses its separate legal identity or ceases to exist. The Guarantor hereby waives the benefits of diligenceand, presentmentaccordingly, protest, notice of protest, acceleration and dishonor, filing of claims with any court in the event of insolvency or bankruptcy of the Company, all demands whatsoever, except as noted in the first paragraph of this Guarantee, and any right to require a proceeding first against the Company or to claim any right of set-off. The Guarantor hereby certifies and warrants that this Guarantee constitutes the valid obligation of the Guarantor and complies with all applicable laws. The Guarantor shall be subrogated to all of the rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such rights of subrogation until the principal of and premium, if any, and interest, if any, on, all Debentures issued under the Indenture shall have been paid in full. The obligations of the Guarantor under this Guarantee are unconditional and irrevocable obligations of the Guarantor ranking pari passu with all other present and future unsecured and unsubordinated obligations of the Guarantor. This Guarantee shall not be valid or become obligatory for any purpose with respect to any Debenture until such Debenture shall have been authenticated on behalf of the Trustee as provided in the Indenture. This Guarantee shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Indenture.we represent that:

SIGNED. (Sign exactly as your name appears on the other side of this DebentureSecurity) Signature Guarantee*: * ------------------------------------------------------------ TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The Holder’s signature must be guaranteed by undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a member firm "qualified institutional buyer" within the meaning of a registered national securities exchange or of the Investment Dealers Association of Canada, a Canadian chartered bank or a federally-regulated trust company. THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Aon Corporation, a corporation duly organized and existing Rule 144A under the laws Securities Act of 1933 and is aware that the State sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------- ------------------------------------------------- Notice: to be executed by an executive officer*** ------------------------- *** These paragraphs should be included only if the Security is a Transfer Restricted Security. FORM OF REGULATION S LETTER TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATIONS [ ], [ ] The Bank of Delaware (the “Guarantor”), hereby unconditionally and irrevocably guarantees (the “Guarantee”) to Computershare Trust Company of CanadaNew York, as trustee (including any successor pursuant to the terms of the Indenture (as defined below), the “Trustee”) for itself and on behalf of the holders (the “Holders”) of the debentures (the “Debentures”) issued by Aon Finance N.S. 1, ULC, a Nova Scotia unlimited company (the “Company”), under the terms of the Indenture dated April 12, 2006 (as the same may be amended or supplemented in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantor and the Trustee, the due and punctual payment by the Company of all amounts payable by the Company under the Debentures and the Indenture, when and as the same shall become due and payable, pursuant to the provisions set out in the Debentures and the Indenture. In case of the failure of the Company punctually to make any such payment or performance, the Guarantor hereby agrees to make such payment or such performance, or cause such payment or performance to be made, promptly upon demand; such demand must be made by a Holder or by the Trustee on behalf of all Holders by the giving of written notice of such demand to the Guarantor at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ChicagoFloor 8 New York, Illinois 60601, New York 10286 Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Treasurer; provided, however, that delay in making such demand shall in no event affect the Guarantor’s obligations under this Guarantee. This Guarantee shall remain in full force Corporate Trust Administration Re: 8 7/8% Series A Notes due 2010 of Southern Natural Gas Company Ladies and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Holders upon the insolvency, bankruptcy or reorganization Gentlemen: In connection with our proposed sale of $[ ] principal amount of the Company or otherwiseabove referenced Securities (the "Securities"), all as though we confirm that such payment had not sale has been made. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the invalidity, regularity or enforceability of the Debentures or the Indenture or any of the terms thereof; the absence of any action effected pursuant to enforce the same; any waiver or consent by the Holders concerning any provisions thereof; the rendering of any judgment against the Company or any action to enforce the same; any amendment, supplement, renewal, replacement or refinancing of the Debentures or the Indenture or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Guarantor covenants that this Guarantee will not be discharged except by complete payment of the amounts payable and in accordance with Regulation S under the Debentures and Securities Act of 1933, as amended (the Indenture. This Guarantee shall continue to be effective if the Company merges or consolidates with or into another entity"Securities Act"), loses its separate legal identity or ceases to exist. The Guarantor hereby waives the benefits of diligenceand, presentmentaccordingly, protest, notice of protest, acceleration and dishonor, filing of claims with any court in the event of insolvency or bankruptcy of the Company, all demands whatsoever, except as noted in the first paragraph of this Guarantee, and any right to require a proceeding first against the Company or to claim any right of set-off. The Guarantor hereby certifies and warrants that this Guarantee constitutes the valid obligation of the Guarantor and complies with all applicable laws. The Guarantor shall be subrogated to all of the rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such rights of subrogation until the principal of and premium, if any, and interest, if any, on, all Debentures issued under the Indenture shall have been paid in full. The obligations of the Guarantor under this Guarantee are unconditional and irrevocable obligations of the Guarantor ranking pari passu with all other present and future unsecured and unsubordinated obligations of the Guarantor. This Guarantee shall not be valid or become obligatory for any purpose with respect to any Debenture until such Debenture shall have been authenticated on behalf of the Trustee as provided in the Indenture. This Guarantee shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Indenture.we represent that:

SIGNED. (Sign exactly as your name appears on the other side of this DebentureSecurity) Signature Guarantee*: * ------------------------------------------------------------ TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The Holder’s signature must be guaranteed by undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a member firm "qualified institutional buyer" within the meaning of a registered national securities exchange or of the Investment Dealers Association of Canada, a Canadian chartered bank or a federally-regulated trust company. THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Aon Corporation, a corporation duly organized and existing Rule 144A under the laws Securities Act of 1933 and is aware that the State sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------- ------------------------------------------------- Notice: to be executed by an executive officer*** ------------------------- *** These paragraphs should be included only if the Security is a Transfer Restricted Security. A-15 FORM OF REGULATION S LETTER TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATIONS [ ], [ ] The Bank of Delaware (the “Guarantor”), hereby unconditionally and irrevocably guarantees (the “Guarantee”) to Computershare Trust Company of CanadaNew York, as trustee Trustee 101 Barclay Street, Floor 8 New York, New York 10286 Telecopier No.: (including any successor pursuant to the terms of the Indenture (as defined below), the “Trustee”) for itself and on behalf of the holders (the “Holders”) of the debentures (the “Debentures”) issued by Aon Finance N.S. 1, ULC, a Nova Scotia unlimited company (the “Company”), under the terms of the Indenture dated April 12, 2006 (as the same may be amended or supplemented in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantor and the Trustee, the due and punctual payment by the Company of all amounts payable by the Company under the Debentures and the Indenture, when and as the same shall become due and payable, pursuant to the provisions set out in the Debentures and the Indenture. In case of the failure of the Company punctually to make any such payment or performance, the Guarantor hereby agrees to make such payment or such performance, or cause such payment or performance to be made, promptly upon demand; such demand must be made by a Holder or by the Trustee on behalf of all Holders by the giving of written notice of such demand to the Guarantor at ▇▇▇ ▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Corporate Trust Administration Re: ▇ ▇/▇% ▇▇▇▇, Chicago, Illinois 60601, Attentioneries A Notes due 2010 of Southern Natural Gas Company Ladies and Gentlemen: Treasurer; provided, however, that delay in making such demand shall in no event affect the Guarantor’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Holders upon the insolvency, bankruptcy or reorganization In connection with our proposed sale of $[ ] principal amount of the Company or otherwiseabove referenced Securities (the "Securities"), all as though we confirm that such payment had not sale has been made. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the invalidity, regularity or enforceability of the Debentures or the Indenture or any of the terms thereof; the absence of any action effected pursuant to enforce the same; any waiver or consent by the Holders concerning any provisions thereof; the rendering of any judgment against the Company or any action to enforce the same; any amendment, supplement, renewal, replacement or refinancing of the Debentures or the Indenture or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Guarantor covenants that this Guarantee will not be discharged except by complete payment of the amounts payable and in accordance with Regulation S under the Debentures and Securities Act of 1933, as amended (the Indenture. This Guarantee shall continue to be effective if the Company merges or consolidates with or into another entity"Securities Act"), loses its separate legal identity or ceases to exist. The Guarantor hereby waives the benefits of diligenceand, presentmentaccordingly, protest, notice of protest, acceleration and dishonor, filing of claims with any court in the event of insolvency or bankruptcy of the Company, all demands whatsoever, except as noted in the first paragraph of this Guarantee, and any right to require a proceeding first against the Company or to claim any right of set-off. The Guarantor hereby certifies and warrants that this Guarantee constitutes the valid obligation of the Guarantor and complies with all applicable laws. The Guarantor shall be subrogated to all of the rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such rights of subrogation until the principal of and premium, if any, and interest, if any, on, all Debentures issued under the Indenture shall have been paid in full. The obligations of the Guarantor under this Guarantee are unconditional and irrevocable obligations of the Guarantor ranking pari passu with all other present and future unsecured and unsubordinated obligations of the Guarantor. This Guarantee shall not be valid or become obligatory for any purpose with respect to any Debenture until such Debenture shall have been authenticated on behalf of the Trustee as provided in the Indenture. This Guarantee shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Indenture.we represent that:

SIGNED. (Sign exactly as your name appears on the other side of this DebentureNote) Signature Guarantee*: * Guarantee ------------------------------------------------------------- TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The Holder’s signature must be guaranteed by a member firm of a registered national securities exchange or of the Investment Dealers Association of Canada, a Canadian chartered bank or a federally-regulated trust company. THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Aon Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”), hereby unconditionally and irrevocably guarantees (the “Guarantee”) to Computershare Trust Company of Canada, as trustee (including any successor pursuant to the terms of the Indenture (as defined below), the “Trustee”) for itself and on behalf of the holders (the “Holders”) of the debentures (the “Debentures”) issued by Aon Finance N.S. 1, ULC, a Nova Scotia unlimited company (the “Company”), under the terms of the Indenture dated April 12, 2006 (as the same may be amended or supplemented in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantor and the Trustee, the due and punctual payment by the Company of all amounts payable by the Company under the Debentures and the Indenture, when and as the same shall become due and payable, pursuant to the provisions set out in the Debentures and the Indenture. In case of the failure of the Company punctually to make any such payment or performance, the Guarantor hereby agrees to make such payment or such performance, or cause such payment or performance to be made, promptly upon demand; such demand must be made by a Holder or by the Trustee on behalf of all Holders by the giving of written notice of such demand to the Guarantor at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chicago, Illinois 60601, Attention: Treasurer; provided, however, that delay in making such demand shall in no event affect the Guarantor’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Holders upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the invalidity, regularity or enforceability of the Debentures or the Indenture or any of the terms thereof; the absence of any action to enforce the same; any waiver or consent by the Holders concerning any provisions thereof; the rendering of any judgment against the Company or any action to enforce the same; any amendment, supplement, renewal, replacement or refinancing of the Debentures or the Indenture or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Guarantor covenants that this Guarantee will not be discharged except by complete payment of the amounts payable under the Debentures and the Indenture. This Guarantee shall continue to be effective if the Company merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. The Guarantor hereby waives the benefits of diligence, presentment, protest, notice of protest, acceleration and dishonor, filing of claims with any court in the event of insolvency or bankruptcy of the Company, all demands whatsoever, except as noted in the first paragraph of this Guarantee, and any right to require a proceeding first against the Company or to claim any right of set-off. The Guarantor hereby certifies undersigned represents and warrants that it is purchasing this Guarantee constitutes the valid obligation of the Guarantor and complies with all applicable laws. The Guarantor shall be subrogated to all of the rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, Note for its own account or to receive any payments arising out of or based upon such rights of subrogation until the principal of and premium, if any, and interest, if any, on, all Debentures issued under the Indenture shall have been paid in full. The obligations of the Guarantor under this Guarantee are unconditional and irrevocable obligations of the Guarantor ranking pari passu with all other present and future unsecured and unsubordinated obligations of the Guarantor. This Guarantee shall not be valid or become obligatory for any purpose an account with respect to which it exercises sole investment discretion and that it and any Debenture until such Debenture shall account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ----------------------------- --------------------------------------- Notice: to be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Note have been authenticated on behalf made: Principal Amount of the Trustee as provided Signature of Amount-of-decrease Amount-of-increase this Global Note authorized officer of in the Indenture. This Guarantee shall be governed by, and construed Principal Amount in accordance with, the laws Principal Amount following such Trustee-or-Notes Date of the Province Exchange of Ontario and the laws this Global Note of Canada applicable therein. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Indenture.this Global Note decrease or increase Custodian --------------------- ------------------- ------------------- -------------------- ---------------------

SIGNED. (Sign exactly as Date Bank officer's signature ------------------------------------ ---------------------------------------- Title Print or type name appears on ---------- *To accept the other side customer's statement in good faith, the officer of this Debenture) Signature Guarantee*: * The Holder’s signature the bank must be guaranteed by alert to the circumstances surrounding the credit and, if in possession of any information that would cause a member firm of a registered national securities exchange or prudent person not to accept the statement without inquiry, must have investigated and be satisfied that the statement is truthful. Among the facts which would require such investigation are receipt of the Investment Dealers Association of Canada, statement through the mail or from a Canadian chartered bank or a federally-regulated trust companythird party. THIS SECURITY FORM MUST BE RETAINED BY THE LENDER FOR THREE YEARS AFTER THE CREDIT IS EXTINGUISHED. [LOGO] Merrill Lynch SECRETARY'S CERTIF▇▇▇▇▇ (OR ITS PREDECESSORFinancial Asset Security Agreement) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933UNDERSIGNED HEREBY CERTIFIES that the undersigned is the duly appointed and acting Secretary (or Assistant Secretary) of APPLIED MOLECULAR EVOLUTION, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Aon CorporationINC., a corporation duly organized organized, validly existing and existing in good standing under the laws of the State of Delaware (Delaware, and that the “Guarantor”)following is a true, hereby unconditionally accurate and irrevocably guarantees (compared transcript of resolutions duly, validly and lawfully adopted on the “Guarantee”) to Computershare Trust Company _______ day of Canada_______________, as trustee (including any successor pursuant to 2002 by the terms Board of the Indenture (as defined below), the “Trustee”) for itself and on behalf Directors of the holders (the “Holders”) of the debentures (the “Debentures”) issued by Aon Finance N.S. 1, ULC, a Nova Scotia unlimited company (the “Company”), under the terms of the Indenture dated April 12, 2006 (as the same may be amended or supplemented said corporation acting in accordance with the terms thereof, laws of the “Indenture”), among the Company, the Guarantor state of incorporation and the Trusteecharter and by-laws of said corporation: "RESOLVED, the due that it is advisable and punctual payment by the Company of all amounts payable by the Company under the Debentures and the Indenture, when and as the same shall become due and payable, pursuant to the provisions set out in the Debentures and the Indenturebest interests of this Corporation that this Corporation grant to MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. In case of the failure of the Company punctually to make any such payment or performance, the Guarantor hereby agrees to make such payment or such performance, or cause such payment or performance to be made, promptly upon demand; such demand must be made by ("MLBFS") a Holder or by the Trustee on behalf of all Holders by the giving of written notice of such demand to the Guarantor at ▇▇▇ ▇▇▇▇ ▇▇▇sec▇▇▇▇▇ ▇n▇▇▇▇▇t in one or more Merrill Lynch securities accounts, Chicagoall successor security accounts, Illinois 60601▇▇▇ ▇▇▇ securities and other financial assets, Attention: Treasurerinvestment property and other property now and hereafter therein or controlled thereby (collectively, the "Collateral") as collateral for its obligations to MLBFS; provided, howeverand "FURTHER RESOLVED, that delay the President, any Vice President, Treasurer, Secretary or other officer of this Corporation, or any one or more of them, be and each of them hereby is authorized and empowered for and on behalf of this Corporation to: (a) grant to MLBFS a first and prior security interest in making the Collateral and any other property of this Corporation; (b) execute and deliver to MLBFS; (i) all Financial Assets Security Agreements and all other agreements, instruments and documents now and hereafter required by MLBFS, and (ii) any present or future amendments to any of the foregoing; all in such demand form as such officer shall approve, as conclusively evidenced by his signature thereon; and (c) do and perform all such acts and things deemed by any such officer to be necessary or advisable to carry out and perform the undertakings and agreements of this Corporation in no connection therewith; and all prior acts of said officers in these premises are hereby ratified and confirmed; and "FURTHER RESOLVED, that MLBFS is authorized to rely upon the foregoing resolutions until it receives written notice of any change or revocation, which change or revocation shall not in any event affect the Guarantor’s obligations under of this Guarantee. This Guarantee shall remain Corporation with respect to any transaction committed to by MLBFS or having its inception prior to the receipt of such notice by MLBFS." THE UNDERSIGNED FURTHER CERTIFIES that the foregoing resolutions have not been rescinded, modified or repealed in any manner and are in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Holders upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the invalidity, regularity or enforceability of the Debentures or the Indenture or any of the terms thereof; the absence of any action to enforce the same; any waiver or consent by the Holders concerning any provisions thereof; the rendering of any judgment against the Company or any action to enforce the same; any amendment, supplement, renewal, replacement or refinancing of the Debentures or the Indenture or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Guarantor covenants that this Guarantee will not be discharged except by complete payment of the amounts payable under the Debentures and the Indenture. This Guarantee shall continue to be effective if the Company merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. The Guarantor hereby waives the benefits of diligence, presentment, protest, notice of protest, acceleration and dishonor, filing of claims with any court in the event of insolvency or bankruptcy of the Company, all demands whatsoever, except as noted in the first paragraph date of this GuaranteeCertificate, and any right to require a proceeding first against the Company or to claim any right of set-off. The Guarantor hereby certifies and warrants that this Guarantee constitutes the valid obligation of the Guarantor and complies with all applicable laws. The Guarantor shall be subrogated to all of the rights of the Holders against the Company in respect of any amount paid by the Guarantor pursuant to this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out following individuals are now the duly elected and acting officers of or based upon such rights of subrogation until the principal of said corporation and premium, if any, and interest, if any, on, all Debentures issued under the Indenture shall have been paid in full. The obligations of the Guarantor under this Guarantee are unconditional and irrevocable obligations of the Guarantor ranking pari passu with all other present and future unsecured and unsubordinated obligations of the Guarantor. This Guarantee shall not be valid or become obligatory for any purpose with respect to any Debenture until such Debenture shall have been authenticated on behalf of the Trustee as provided in the Indenture. This Guarantee shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Indenture.THE SIGNATURES SET FORTH BELOW ARE THE TRUE SIGNATURES OF SAID OFFICERS: