Willis North America Inc, et al. – ‘F-4’ on 3/16/99 – EX-10.9

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-10.9   —   Material Contract

EX-10.9
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                                                                    Exhibit 10.9

                                                                  Conformed Copy

 GUARANTEE

1.    In consideration of Willis Faber & Dumas Limited ("WFD") entering into a  
      contract of employment with John Reeve (the "Director") dated 19 September
     1995 ("the Contract") and a Deed in respect of an unfunded pension scheme
dated 19 September 1995 ("the Deed"), Willis Corroon Group plc ("the
Guarantor") hereby conditionally and irrevocably guarantees to the  
    Director (and his successors) the due and punctual performance by WFD of
its obligations under the Contract and the Deed.                    

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

3.    Subject to clause 1 above, this guarantee shall continue and remain in    
     full force and effect until all the obligations of WFD under the Contract
and the Deed shall have been duly performed and discharged to the   
satisfaction of the Director.                                       

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

5.    The Guarantor shall not be entitled to prove in the liquidation of WFD in 
    competition with the Director until the Director shall have been paid in
      full all monies owed to the Director pursuant to the terms of the Contract
and the Deed.                                                       

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

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

Dated:  18 September 1995