Willis North America Inc, et al. – ‘F-4’ on 3/16/99 – EX-10.11

As of:  Tuesday, 3/16/99   ·   Accession #:  1047469-99-9929   ·   File #s:  333-74483, -01, -02

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Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction   —   Form F-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-4         Registration Statement of a Foreign Private Issuer   251   1.21M 
                          for Securities Issued in a                             
                          Business-Combination Transaction                       
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,     41    134K 
                          Liquidation or Succession                              
11: EX-2.10     Plan of Acquisition, Reorganization, Arrangement,      6     19K 
                          Liquidation or Succession                              
12: EX-2.11     Plan of Acquisition, Reorganization, Arrangement,    148    423K 
                          Liquidation or Succession                              
13: EX-2.12     Plan of Acquisition, Reorganization, Arrangement,     71    176K 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,     50    127K 
                          Liquidation or Succession                              
 4: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,     66    158K 
                          Liquidation or Succession                              
 5: EX-2.4      Plan of Acquisition, Reorganization, Arrangement,     66    161K 
                          Liquidation or Succession                              
 6: EX-2.5      Plan of Acquisition, Reorganization, Arrangement,     35     60K 
                          Liquidation or Succession                              
 7: EX-2.6      Plan of Acquisition, Reorganization, Arrangement,     12     25K 
                          Liquidation or Succession                              
 8: EX-2.7      Plan of Acquisition, Reorganization, Arrangement,      9     25K 
                          Liquidation or Succession                              
 9: EX-2.8      Plan of Acquisition, Reorganization, Arrangement,     10     23K 
                          Liquidation or Succession                              
10: EX-2.9      Plan of Acquisition, Reorganization, Arrangement,      9     25K 
                          Liquidation or Succession                              
14: EX-3.1      Articles of Incorporation/Organization or By-Laws     39    106K 
15: EX-3.2      Articles of Incorporation/Organization or By-Laws     26     85K 
16: EX-3.3      Articles of Incorporation/Organization or By-Laws     14     56K 
17: EX-3.4      Articles of Incorporation/Organization or By-Laws     26     70K 
18: EX-4.1      Instrument Defining the Rights of Security Holders   129    533K 
19: EX-4.3      Instrument Defining the Rights of Security Holders    20     91K 
20: EX-5.1      Opinion re: Legality                                   4     21K 
21: EX-10.1     Material Contract                                     28    123K 
30: EX-10.10    Material Contract                                      1     15K 
31: EX-10.11    Material Contract                                      1     15K 
32: EX-10.12    Material Contract                                      8     33K 
22: EX-10.2     Material Contract                                    107    523K 
23: EX-10.3     Material Contract                                     34    120K 
24: EX-10.4     Material Contract                                     23     62K 
25: EX-10.5     Material Contract                                     54    144K 
26: EX-10.6     Material Contract                                     29     56K 
27: EX-10.7     Material Contract                                     28     54K 
28: EX-10.8     Material Contract                                     10     46K 
29: EX-10.9     Material Contract                                      1     15K 
33: EX-12.1     Statement re: Computation of Ratios                    3±    24K 
34: EX-21.1     Subsidiaries of the Registrant                        14     47K 
35: EX-23.2     Consent of Experts or Counsel                          1     14K 
36: EX-24.1     Power of Attorney                                      9     45K 
37: EX-25.1     Form T-1                                               5     29K 
38: EX-99.1     Miscellaneous Exhibit                                 15     78K 
39: EX-99.2     Miscellaneous Exhibit                                  3     21K 

EX-10.11   —   Material Contract

EX-10.11
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                                                                   Exhibit 10.11

                                                                  Conformed Copy
 GUARANTEE

1.    Effective as of January 1, 1991, Willis Corroon Corporation ('WCC')       
adopted a supplemental retirement plan known as the Willis Corroon  
    Executive Supplemental Retirement Plan ('the Plan') for the benefit of a
     select group of management or highly compensated employees who WCC wishes
to retain.                                                          

2.    B D Johnson is a member of the Plan ('WCC employee') and in consideration 
for continuing to remain an employee and observing the terms and    
    conditions of the Plan Willis Corroon Group plc ('the Guarantor') hereby
 conditionally and irrevocably guarantees to the WCC employee (and his
  successors) the due and punctual performance by WCC of its obligations
   regarding the vesting to the WCC employee of his Accrued Benefits under
the Plan ('the obligation').                                        

3.    If the Guarantor is unable to procure that WCC duly and punctually        
performs its obligation, then it shall indemnify the WCC employee in
    respect of all costs, damages, charges and expenses incurred or suffered
by the WCC employee as a result of the failure by WCC to perform its
obligations duly and punctually.                                    

4     This guarantee shall continue and remain in full force and effect until   
    the obligation of WCC under the Plan towards the WCC employee shall have
been duly performed and discharged.                                 

5.    The guarantee shall not be affected in any way by any time or indulgence  
 or release of any obligation under the Plan nor by the liquidation or
    dissolution of WCC nor by the appointment of a receiver or administrator
 nor by any circumstances affecting the obligations of WCC to meet its
     liabilities under the Plan. In the event of any matters as aforesaid, the
     Guarantor shall become liable for the obligation of WCC arising under the
Plan as if it were a primary obligor.                               

6.    The Guarantor shall not be entitled to prove in the liquidation of WCC in 
    competition with the WCC employee until the WCC employee shall have been
     paid in full all monies owed to the WCC employee pursuant to the terms of
the Plan.                                                           

The Common Seal of Willis Corroon Group plc was hereunto affixed in the presence
of:-                                                                            

----------------------------------       ---------------------------------------
Director                                 Secretary                              

Dated: 17 July 1998